S-8

Registration Statement No. 333-_________

Filed with the Securities and Exchange Commission on October 31, 2007

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CARPENTER TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

23-0458500

(I.R.S. Employer

Identification Number)

P.O. Box 14662

Reading, PA 19612

(Address of Principal Executive Offices)

Carpenter Technology Corporation Stock-Based Incentive Compensation Plan

for Officers and Key Employees

(Full title of the plan)

Oliver C. Mitchell, Jr., Esq. Senior Vice President, General Counsel and Secretary P.O. Box 14662 Reading, PA 19612 with copy to: Paul G. Mattaini Kimberly J. Decker, Esquire Barley Snyder LLC 126 East King Street Lancaster, PA 17602-2893

(Name and address of agent for service)

(610) 208-2000

(Telephone number of agent for service)

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share*	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock $ 5.00 par value per share	2,300,000	$138.45	$318,435,000	$9,776

* Determined, in accordance with Rule 457(c) and (h), upon the basis of the average of the high and low prices reported on the New York Stock Exchange as of October 26, 2007, of the $5.00 par value per share common stock of Carpenter Technology Corporation.

This registration statement registers 2,300,000 additional shares of Common Stock of the Registrant to be issued under the Carpenter Technology Corporation Stock-Based Incentive Compensation Plan For Officers and Key Employees for which a registration statement on Form S-8, (Commission File No. 033-54045), has been filed and is effective. In accordance with General Instruction E to Form S-8, this registration statement incorporates by reference the contents of such prior registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Reading, Pennsylvania, on October 15, 2007.

Attest: /s/ Oliver C. Mitchell, Jr. Oliver C. Mitchell, Jr. Senior Vice President, General Counsel and Secretary CARPENTER TECHNOLOGY CORPORATION By: /s/ Anne L. Stevens Anne L. Stevens Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Oliver C. Mitchell, Jr. and K. Douglas Ralph, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Capacity	Date
/s/ Anne L. Stevens Anne L. Stevens	Director, Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 15, 2007
/s/ K. Douglas Ralph K. Douglas Ralph	Chief Financial Officer and Senior Vice President - Finance (Principal Financial Officer/ Principal Accounting Officer)	October 15, 2007
/s/ Carl G. Anderson, Jr. Carl G. Anderson, Jr.	Director	October 15, 2007
/s/ Robert R. McMaster Robert R. McMaster	Director	October 15, 2007
/s/ I. Marting Inglis I. Martin Inglis	Director	October 15, 2007
/s/ Gregory A. Pratt Gregory A. Pratt	Director	October 15, 2007
/s/ Kathryn C. Turner Kathryn C. Turner	Director	October 15, 2007
/s/ Jeffrey Wadsworth Jeffrey Wadsworth	Director	October 15, 2007

/s/ Stephen M. Ward, Jr. Stephen M. Ward, Jr.	Director	October 15, 2007
/s/ Dr. Philip M. Anderson Dr. Philip M. Anderson	Director	October 15, 2007

INDEX TO EXHIBITS

Exhibit	Description
5.1	Opinion of Barley Snyder re: Legality
23.1	Consent of Barley Snyder
23.2	Consent of PricewaterhouseCoopers LLP
24	Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein

EX-5

EXHIBIT 5.1

EXHIBIT 5

OPINION OF BARLEY SNYDER LLC RE: LEGALITY

October 31, 2007

Carpenter Technology Corporation

P.O. Box 14662

Reading, PA

Re:         Carpenter Technology Corporation Stock-Based Incentive Compensation Plan for Officers and Key Employees

Dear Ladies and Gentlemen:

We have acted as counsel to Carpenter Technology Corporation (“Carpenter”) in connection with the registration under the Securities Act of 1933, as amended, on Form S-8 (the “Registration Statement”) of an additional 2,300,000 shares of the $5.00 par value common stock of Carpenter (the “Carpenter Common Stock”), to be issued pursuant to the Carpenter Technology Corporation Stock-Based Incentive Compensation Plan for Officers and Key Employees (the “Plan”).

This Opinion Letter is provided pursuant to the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for inclusion as an exhibit to the Registration Statement.

We have reviewed the Plan and the resolutions of the Carpenter Board of Directors. In addition, we have reviewed such matters of law and have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate documents, certificates, instruments, proceedings and materials, and have made such other investigations and inquiries as we have deemed relevant and necessary to enable us to express the opinions hereinafter expressed. The opinions expressed herein are subject to the following qualifications, limitations, assumptions and exceptions:

A.In the course of our review, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that all records and other information made available to us by Carpenter, and upon which we relied, are complete in all respects. In addition, in making our review of documents executed by entities or persons other than Carpenter, we have assumed that each such other entities or persons had all necessary power to enter into and perform all of its obligations under such documents and have also assumed the due execution and delivery of those documents by each such entity or person pursuant to due authorization.

B.         To render these opinions, we have made the investigation described herein. We have not independently verified information obtained from third persons, except as set forth herein.

C.         Our opinions set forth herein are based upon and rely upon the current state of the law and, in all respects, are subject to and may be limited by future legislation as well as by developing case law. We assume no obligation to update or supplement our opinions set forth herein to reflect any fact or circumstance that may hereinafter come to our attention or any change in laws that may hereafter occur.

D.        The opinions expressed herein relate solely to the laws of the United States of America, the Commonwealth of Pennsylvania and the Delaware General Corporation Law, and no opinion is expressed with respect to the laws of any other jurisdiction.

Based upon and subject to the foregoing, and subject to the condition that the terms of the Plan will be strictly complied with, we are of the opinion that the shares of Carpenter Common Stock to be issued in connection with the Plan have been duly authorized and, when issued, will be legally issued, fully paid and nonassessable.

Very truly yours,

BARLEY SNYDER LLC

/s/ BARLEY SNYDER LLC

EX-23

EXHIBIT 23.1

CONSENT OF BARLEY SNYDER LLC

We hereby consent to the use in this registration of the opinion filed as Exhibit 5 hereto and to the reference to this firm under the caption “Legal Opinion” in the related prospectus.

LANCASTER, PA October 31, 2007 BARLEY SNYDER LLC By: /s/ Kimberly J. Decker Kimberly J. Decker

EX-23

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 24, 2007, relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Carpenter Technology Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

October 30, 2007