8-K

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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                           ----------------------

                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): December 22, 1998

                           COLTEC INDUSTRIES INC
           (Exact name of registrant as specified in its charter)
                             -----------------

       Pennsylvania                    1-7568                 13-1846375
(State or other jurisdiction   (Commission File Number)     (IRS Employer
     of incorporation)                                   Identification Number)


                             3 Coliseum Centre
                           2550 West Tyvola Road
                      Charlotte, North Carolina 28217
            (Address of principal executive offices) (Zip Code)


     Registrant's telephone number, including area code: (704) 423-7000

                                    N/A
       (Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS

On December 22, 1998, Coltec Industries Inc ("Coltec") received a letter
(the "Crane Letter") dated as of such date from Crane Co. On December 22,
1998, Coltec issued a press release in response to the Crane Letter.
Reference is made to Exhibit 99.1 hereto, which is a copy of the Crane
Letter, and Exhibit 99.2 hereto, which is a copy of the press release, each
of which is incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS

         (a)   Financial Statements

               None.

         (b)   Pro Forma Financial Information

               None.

         (c)   Exhibits

               Exhibit


               99.1 Letter dated December 22, 1998 from R.S. Evans,
                    Chairman and Chief Executive Officer of Crane Co., to
                    John W. Guffey, Jr., Chairman and Chief Executive 
                    Officer of Coltec Industries Inc

               99.2 Press Release dated December 22, 1998 of Coltec 
                    Industries Inc





                                 SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                   COLTEC INDUSTRIES INC
                                   (Registrant)



Date: December 23, 1998            By: /s/ Robert J. Tubbs
                                      ---------------------------------
                                      Robert J. Tubbs
                                      Executive Vice President, General
                                      Counsel and Secretary

EX-99.1

           CRANE CO. 100 FIRST STAMFORD PLACE, STAMFORD, CT 06902


R.S. EVANS
CHAIRMAN AND CHIEF                                       December 22, 1998
EXECUTIVE OFFICER


John W. Guffey, Jr.
Coltec Industries Inc
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, NC 28217

Dear John:

          This is in response to your letter of December 17, 1998. It
appears that you misunderstood our intentions during our prior
conversations. While I will not attempt to address all of the
mischaracterizations, I will address certain key facts.

          Let me make our intentions clear. We are fundamentally interested
in a Crane-Coltec combination. Our Board of Directors has discussed the
strategic and financial aspects of the combination and is very familiar
with the situation and fully supportive of the proposal.

          When you quoted from our September 24 letter to the effect that
our proposal was "not a formal offer," you ignored the fact that this
language was necessary to keep our proposal within the confines of our
standstill agreement with you. Our proposal and our interest in Coltec was
and still is serious, but your responses have been hard to understand. You
claim you were reluctant to agree to due diligence because you believed
that Crane is a competitor, but that is not true. Crane is a customer of
and a supplier to Coltec, and not a competitor. In contrast, B.F. Goodrich,
who is Coltec's competitor, was given due diligence and access to
confidential information. Sensitive competitive issues that involved B.F.
Goodrich did not foreclose due diligence to it. Crane is in a much less
sensitive position than B.F. Goodrich. Nothing should have foreclosed due
diligence to us.

          During our September 28th telephone call I offered to visit you
to discuss our proposal in depth. You specifically rejected our proposal of
0.80 shares for each Coltec share (then valued at $20.80 or about a 32%
premium), saying "we consider it inadequate", not because of any due
diligence concerns. Then, despite your claim of inadequacy, within two
months you entered into a lower-valued transaction without ever asking us
about our continuing interest.

          As you well know, we had no notice of your discussions with B.F.
Goodrich. Our November 20 registered letter (received by Coltec on November
23 not November 24) was a timely follow-up to our earlier conversations. It
pointedly showed that our proposal was based on an exchange ratio not a
dollar price and demonstrated the continued seriousness of our interest. As
a fiduciary for shareholders, you should have addressed the letter
seriously, and not merely cast it aside as simply "too late". Our proposal
of 0.80 shares of Crane stock represented a premium of nearly 20% to the
transaction you accepted with B.F. Goodrich. Benefits to shareholders are
never "too late", considering that Coltec shareholders are entitled to vote
on any proposed merger.

          It is time for you to readdress the merits of our contract claims
and our proposal. Our proposal would benefit the shareholders, and you are
opposing significant enhancement to





shareholder value. You are now in a position to negotiate on behalf of
Coltec's shareholders. I again urge you and the Coltec board of directors
to acknowledge Crane's contractual rights and take the necessary steps to
level the playing field and enter into merger negotiations with Crane on
the basis of our strategically and economically superior proposal.


                                          Sincerely,


                                          /s/

EX-99.2

                                                          Coltec Industries




FOR IMMEDIATE RELEASE

Contacts:

Coltec Industries                   Sard Verbinnen & Co.
Investor Contact: David Harrison    Paul Verbinnen/David Reno/Debbie Miller
(704) 423-7010                      (212) 687-8080

Media Contact:  Kevin Ramundo
(704) 423-7024



                  COLTEC RESPONDS TO LETTER FROM CRANE CEO
                     ----------------------------------

          Charlotte, NC, December 22, 1998 - Coltec Industries (NYSE:COT)
issued the following statement in response to a letter received today from
R. S. Evans, chairman and chief executive officer of Crane Co. (NYSE:CR):

          "Crane's letter says nothing new. Coltec and its Board of
          Directors stand by the binding agreement to merge with
          BFGoodrich, and believe that the merger is in the best interests
          of Coltec, its shareholders and other constituencies."

          Coltec Industries is a leading producer of aerospace and
industrial products and is headquartered in Charlotte, NC. 

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