8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 25, 2005

CRANE CO.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-1657	13-1952290
(Commission File Number)	(IRS Employer Identification No.)
100 First Stamford Place, Stamford, CT	06902
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 363-7300

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Section 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On April 25, 2005, Crane Co. announced its results of operations for the quarter ended March 31, 2005. A copy of the related press release is being furnished as Exhibit 99.1 to this Form 8-K.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SECTION 8 – OTHER EVENTS

ITEM 8.01 Other Events

The following information is provided in order to update the discussion in the Company’s previously filed reports with respect to its asbestos liability.

Asbestos Liability

Information Regarding Claims and Costs

As of March 31, 2005, the Company was a defendant in cases filed in various state and federal courts alleging injury or death as a result of exposure to asbestos. Activity related to asbestos claims during the periods indicated was as follows:

	Three Months Ended March 31,				Year Ended December 31,
	2005		2004		2004
Beginning claims	84,977		68,606		68,606
New claims	2,807		3,769		18,932
Settlements	(413	)	(237	)	(1,038	)
Dismissals	(448	)	(257	)	(1,523	)
Ending claims *	86,923		71,881		84,977

* Does not include 35,434 maritime actions that were filed in the United States District Court for the Northern District of Ohio and transferred to the Eastern District of Pennsylvania pursuant to an order by the Federal Judicial Panel on Multi-District Litigation (“MDL”). These claims have been placed on the inactive docket of cases that are administratively dismissed without prejudice in the MDL.

Of the 86,923 pending claims as of March 31, 2005, approximately 25,000 claims were pending in New York, approximately 33,000 claims were pending in Mississippi, and approximately 4,000 claims were pending in Ohio, jurisdictions in which recent legislation or judicial orders restrict the types of claims that can proceed to trial on the merits.

Since the termination of the comprehensive master settlement agreement on January 24, 2005 the Company has been resolving claims filed against it in the tort system. The Company has not reengaged in discussions with representatives of current or future asbestos claimants with respect to such a comprehensive settlement. It is expected that a new bill will be introduced in the United States Senate in

2

2005 that would, if enacted into law, establish a trust fund to compensate asbestos claimants. While the Company believes that such federal legislation is the most appropriate solution to the asbestos litigation problem, there is substantial uncertainty regarding whether this will occur and, if so, when and on what terms. The Company remains committed to exploring all feasible alternatives available to resolve its asbestos liability in a manner consistent with the best interests of the Company’s shareholders.

The gross settlement and defense costs (before insurance recoveries and tax effects) for the Company in the three-month periods ended March 31, 2005 and 2004 totaled $7.2 million and $9.6 million, respectively. As the Company transitioned back to the tort system during the first quarter of 2005, settlement and defense costs increased from levels in January that were well below the average monthly cost in 2004 to levels in March that were generally consistent with experience in 2004. As a result, costs for the first quarter of 2005 may not be indicative of the costs to be incurred in subsequent quarters of 2005. In contrast to the recognition of settlement and defense costs that reflect the current level of activity in the tort system, cash payments and receipts generally lag the tort system activity by several months or more. The Company’s total pre-tax cash payments for settlement and defense costs net of the Company’s cost sharing arrangement with insurers in the three-month periods ended March 31, 2005 and 2004 amounted to $7.2 million and $5.4 million, respectively. Detailed below are the comparable amounts for the periods indicated.

	Three Months Ended March 31,				Year Ended December 31,		Cumulative to date through March 31, 2005
(In millions)	2005		2004		2004
Settlement costs (1)	$	3.0	$	4.1	$	17.2	$	41.8
Defense costs (1)		4.2		5.5		23.7		50.2
Total costs	$	7.2	$	9.6	$	40.9	$	92.0
Pre-tax cash payments(2)	$	7.2	$	5.4	$	20.2	$	39.0

(1) Before insurance recoveries and tax effects.

(2) Net of cost sharing arrangements with insurers. Amounts include advance payments to third parties that are reimbursable by insurers.

The foregoing amounts do not include $3.6 million of costs paid by the Company in the three months ended March 31, 2005 relating to the terminated comprehensive asbestos settlement, as previously disclosed; therefore cash payments related to asbestos in the first quarter were $10.8 million, net of insurance reimbursements of $1.6 million. During the three months ended March 31, 2005, the Company received a $9.9 million refund associated with the termination of its master settlement agreement as previously disclosed. Cash payments related to asbestos settlement and defense costs, and certain related fees and expenses are estimated to be in the range of $50 million to $70 million during 2005, which will be offset to some degree by reimbursements from insurers and tax benefits.

The amounts shown for settlement and defense costs are not necessarily indicative of future period amounts, which may be higher or lower than those reported. It is not possible to forecast when cash payments related to the asbestos liability will be fully expended; however, it is expected such cash payments will continue for many years. Payment uncertainty results from the significant proportion of future claims included in the estimated asbestos liability discussed below as well as variability of timing and terms of settlements. In addition, net cash flows will be augmented by insurance reimbursements, although the timing and amount of such reimbursements will vary because the Company’s insurance coverage for asbestos claims involves multiple insurers, with different policy terms and certain gaps in coverage.

3

Effects on the Consolidated Financial Statements

The Company has retained the firm of Hamilton, Rabinovitz & Alschuler, Inc. (“HR&A”), a nationally recognized expert in the field, to assist management in estimating the Company’s asbestos liability in the tort system. HR&A reviewed information provided by the Company concerning claims filed, settled and dismissed, amounts paid in settlements and relevant claim information such as the nature of the asbestos-related disease asserted by the claimant, the jurisdiction where filed and the time lag from filing to disposition of the claim. The methodology used by HR&A to project future asbestos costs was based largely on the Company’s experience during 2003 and 2004 for claims filed, settled and dismissed. The Company’s experience was compared to the results of previously conducted epidemiological studies estimating the number of people likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population of workers believed to have been exposed to asbestos. Using that information, HR&A estimated the number of future claims that would be filed, as well as the related settlement or indemnity costs that would be incurred to resolve those claims. This methodology has been accepted by numerous courts and is the same methodology that is utilized by the expert who is routinely retained by the asbestos claimants committee in asbestos-related bankruptcies. After discussions with the Company, HR&A assumed that costs of defending asbestos claims in the tort system would increase to $35 million in 2005 and remain at that level (with increases of 4% per year for inflation) indexed to the number of estimated pending claims in future years. Based on this information, HR&A compiled an estimate of the Company’s asbestos liability for pending and future claims, based on claim experience over the past two years and covering claims expected to be filed through the year 2011. Although the methodology used by HR&A will also show claims and costs for periods subsequent to 2011 (up to and including the endpoint of the asbestos studies referred to above), management believes that the level of uncertainty is too great to provide for reasonable estimation of the number of future claims, the nature of such claims or the cost to resolve them for years beyond 2011, particularly given the possibility of federal legislation within that time frame. While it is reasonably possible that the Company will incur additional charges for asbestos liabilities and defense costs in excess of the amounts currently provided, the Company does not believe that any such amount can be reasonably estimated beyond 2011. Accordingly, no accrual has been recorded for any costs which may be incurred beyond 2011.

Management has made its best estimate of the costs through 2011 based on the analysis by HR&A completed in January 2005. The Company compared the current asbestos claim and resolution activity as of March 31, 2005 to the assumptions in the HR&A analysis and determined that the accrual continues to be appropriate. A liability of $635.6 million has been recorded to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2011, of which approximately 59% is attributable to settlement and defense costs for future claims projected to be filed through 2011. An asset of $253.9 million ($12 million current, $241.9 million long-term) has been recorded representing the probable insurance reimbursement for such claims using a rate of 40% determined as described below.

A significant portion of the Company’s settlement and defense costs have been paid by its primary insurers and one umbrella insurer up to the agreed available limits of the applicable policies. The Company has substantial excess coverage policies that are also expected to respond to asbestos claims as settlements and other payments exhaust the underlying policies, but there is no cost sharing or allocation agreement yet in place with the excess insurers. The same factors that affect developing estimates of probable settlement and defense costs for asbestos-related liabilities also affect estimates of

4

the probable insurance payment, as do a number of additional factors. These additional factors include the financial viability of the insurance companies, the method in which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits and their interrelationships. In addition to consulting with legal counsel on these insurance matters, the Company retained insurance consultants to assist management in the estimation of probable insurance recoveries based upon the aggregate liability estimate described above and assuming the continued viability of all solvent insurance carriers. After considering the foregoing factors and consulting with legal counsel and such insurance consultants, the Company determined its probable insurance reimbursement rate to be 40%. This insurance receivable is included in other assets. Estimation of the Company’s ultimate exposure for asbestos-related claims is subject to significant uncertainties, as there are multiple variables that can affect the timing, severity and quantity of claims. The Company cautions that its estimated liability is based on assumptions with respect to future claims, settlement and defense costs based on recent experience during the last few years that may not prove reliable as predictors. A significant upward or downward trend in the number of claims filed, depending on the nature of the alleged injury, the jurisdiction where filed and the quality of the product identification, or a significant upward or downward trend in the costs of defending claims, could change the estimated liability, as would any substantial adverse verdict at trial. A legislative solution or a revised structured settlement transaction could also change the estimated liability.

Since many uncertainties exist surrounding asbestos litigation, the Company will continue to evaluate its estimated asbestos-related liability and corresponding estimated insurance reimbursement as well as the underlying assumptions and process used to derive these amounts. These uncertainties may result in the Company incurring future charges or increases to income to adjust the carrying value of recorded liabilities and assets, particularly if escalation in the number of claims and settlement and defense costs continues or if legislation or another alternative solution is implemented; however, the Company is currently unable to estimate such future changes. Although the resolution of these claims may take many years, the effect on results of operations, cash flow and financial position in any given period from a revision to these estimates could be material.

Certain Legal Proceedings

On January 21, 2005, five of the Company’s insurers within two corporate insurer groups filed suit in Connecticut state court seeking injunctive relief against the Company and declaratory relief against the Company and dozens of the Company’s other insurers. The suit also sought temporary and permanent injunctive relief restraining the Company from participating in any further settlement discussions with representatives of asbestos plaintiffs or agreeing to any settlement unless the Company permitted the plaintiff insurers to both participate in such discussions and have a meaningful opportunity to consider whether to consent to any proposed settlement, or unless the Company elected to waive coverage under the insurers’ policies. The plaintiffs also sought expedited discovery on, among other things, the Company’s proposed global settlement. At a hearing on February 22, 2005, the Company (i) contested the application for temporary injunctive relief and expedited discovery, (ii) moved to dismiss the count of the Complaint seeking injunctive relief on the grounds that the count was moot insofar as it addressed the proposed global settlement terminated on January 24, 2005 and not appropriate for determination insofar as it sought relief regarding any future negotiations with representatives of asbestos claimants, and (iii) moved to dismiss counts of the Complaint seeking declaratory relief with respect to the proposed global settlement as moot. At the hearing, the Court denied the plaintiff insurers’ application for temporary injunctive relief and expedited discovery. In denying temporary injunctive relief, the Court stated that the plaintiffs could not show irreparable injury and that the plaintiff insurers would have an adequate remedy at law. In light of the Court’s ruling and the Company’s motions to dismiss, the insurer plaintiffs sought and received leave to amend their Complaint to remove certain declaratory relief counts and to remove or restate the remaining allegations.

5

On April 8, 2005, the insurer plaintiffs filed an Amended Complaint raising five counts against the Company. The Amended Complaint seeks: (i) declaratory relief regarding the Company’s rights to coverage, if any, under the policies; (ii) declaratory relief regarding the Company’s alleged breaches of the policies in connection with an alleged increase in asbestos claim counts; (iii) a declaration of no coverage in connection with allegedly time-barred claims; (iv) declaratory relief against the Company and the other insurer defendants for allocation of damages that may be covered under the insurance policies; and (v) preliminary and permanent injunctive relief. On April 18, 2005, the Company moved to dismiss the claims for injunctive relief on the grounds that the Court had no jurisdiction to consider the claims because they were speculative and unripe. The Company believes it has meritorious defenses to the Amended Complaint and intends to defend this matter vigorously.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	Exhibits
99.1	Press Release dated April 25, 2005, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended March 31, 2005

6

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.

	CRANE CO.
Dated: April 25, 2005	By:	/s/ Eric C. Fast
		Eric C. Fast
		President and Chief Executive Officer
Dated: April 25, 2005	By:	/s/ J. Robert Vipond
		J. Robert Vipond
		Vice President, Finance and Chief Financial Officer

7

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 25, 2005, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended March 31, 2005

8

EX-99.1

Exhibit 99.1

Crane Co. NEWS

Contact:

Pamela J.S. Styles

Director, Investor Relations

and Corporate Communications

203-363-7352

www.craneco.com

CRANE CO. REPORTS FIRST QUARTER EARNINGS AND

REAFFIRMS FULL YEAR GUIDANCE

First Quarter Highlights (vs. First Quarter 2004):

• Sales increased 13% to $507.1 million

• Operating profit increased 8% to $41.9 million

• Earnings per share increased 14% to $.42 per share

STAMFORD, CONNECTICUT – April 25, 2005 - Crane Co. (NYSE: CR), a diversified manufacturer of engineered industrial products, reports first quarter 2005 net income increased to $25.0 million, or $.42 per share, compared with net income of $22.2 million, or $0.37 per share, reported in the first quarter 2004.

First quarter 2005 sales increased $58.8 million, or 13%, including core business growth of $44.3 million (10%), favorable foreign currency translation of $8.8 million (2%) and incremental sales from P.L. Porter (“Porter”) and the Hattersley brand, acquired in late January 2004, of $5.7 million (1%). Operating profit of $41.9 million rose 8% as compared with $38.7 million in the prior year, driven by higher sales and overall productivity improvements, tempered by higher severance costs of $2.3 million ($4.8 million in 2005 vs. $2.5 million in 2004), provisions for several loss contracts in the Electronics Group of $2.3 million, planned costs associated with two facility closures of $1.7 million and higher overall costs in the Electronics Group. Operating

1

profit margin was 8.3% compared with 8.6% in the first quarter 2004. Excluding the items noted above totaling $8.8 million in the first quarter 2005 versus a comparable $2.5 million in the first quarter 2004, operating profit margin was 10.0% in 2005 compared with 9.2% in 2004.

Order backlog at March 31, 2005 totaled $612.6 million compared with backlog of $566.7 million at December 31, 2004 and $525.7 million at March 31, 2004.

“First quarter operating results were solidly in line with our guidance of $.35 - $.45 per share,” said Crane Co. president and chief executive officer, Eric C. Fast. “We experienced strengthening order patterns during the quarter across most of the businesses. Additionally, we realized the benefit of price increases to recover a greater portion of higher raw material costs, principally impacting Fluid Handling and Engineered Materials. During the quarter we implemented additional severance actions consistent with our long-term continuous improvement productivity goals; these first quarter costs ($4.8 million) are expected to be fully offset by lower personnel costs for the remaining nine months of 2005 and annual savings in 2006 and beyond of over $10 million.”

Financial Position

During the first quarter of 2005, the Company’s operating activities used cash flow of $4.9 million before asbestos-related payments, compared with $3.3 million cash flow that was generated in the first quarter of 2004, reflecting higher working capital needs to support stronger business levels in the current period. During the first quarter 2005, the Company invested $5.6 million in capital expenditures and paid $6.0 million in dividends to shareholders. The Company paid $10.8 million of asbestos-related fees and costs (net of insurance recoveries), but received a $9.9 million refund

2

associated with the termination of its master settlement agreement as previously disclosed. Net debt to capital was 28.0% at March 31, 2005 compared with 27.1% at December 31, 2004 and 29.9% at March 31, 2004.

Segment Results

All comparisons below refer to the first quarter 2005 versus the first quarter 2004, unless otherwise specified.

Aerospace & Electronics

	First Quarter
(dollars in millions)	2005			2004			Change
Sales	$	133.6		$	119.3		$	14.3		12	%
Operating Profit	$	16.0		$	20.2		$	(4.2	)	(21	)%
Profit Margin		11.9	%		17.0	%

The first quarter 2005 sales increase of $14.3 million reflected core business sales increases from improving OEM demand and an additional month of sales from P.L. Porter, acquired in late January 2004. Operating margins declined sharply driven by higher severance costs of $2.0 million ($2.2 million in 2005 vs. $.2 million in 2004), mostly in the Aerospace Group, and an overall decline in Electronics Group profitability.

Aerospace Group sales of $85.3 million increased $12.2 million, or 17%, from $73.1 million in the prior year. The sales increase was primarily due to higher commercial and business jet OEM aircraft delivery rates, stronger military demand and incremental sales from the Porter acquisition. First quarter operating profit increased 8% ($1.0 million) from improved sales volume. Operating profit included higher severance costs of $1.6 million ($1.8 million in 2005 vs. $.2 million in 2004).

3

Electronics Group sales of $48.5 million increased $2.1 million compared with the prior year principally from increased power, microwave and microelectronics sales. Operating profit declined 73%, or $5.3 million, including provisions for several loss contracts ($2.3 million), higher severance related costs of $.4 million compared with negligible severance in the prior year and higher overall costs from inefficient plant utilization which the Company is aggressively addressing. The Company expects steady improvement throughout the year.

The Aerospace & Electronics Segment backlog was $367.5 million at March 31, 2005, compared with $341.5 million at December 31, 2004 and $320.0 million at March 31, 2004.

Engineered Materials

	First Quarter
(dollars in millions)	2005			2004			Change
Sales	$	80.8		$	69.0		$	11.8	17	%
Operating Profit	$	16.9		$	15.5		$	1.4	9	%
Profit Margin		20.9	%		22.5	%

The first quarter 2005 sales increase of $11.8 million, or 17%, reflected customer price increases (12%) and continued solid demand for fiberglass-reinforced panels (5%), particularly for transportation and recreational vehicles. Operating profit margin declined slightly compared with the prior year because of the offsetting effect of customer price increases and higher raw material costs.

Merchandising Systems

	First Quarter
(dollars in millions)	2005			2004			Change
Sales	$	43.8		$	39.5		$	4.3	11	%
Operating Profit	$	3.8		$	.5		$	3.3	+100	%
Profit Margin		8.6	%		1.2	%

4

The sales increase of $4.3 million, or 11%, included a $3.4 million (9%) improvement in core business sales, reflecting improved demand for both vending machines in the U.S. and coin changing equipment in Europe, and $.9 million (2%) of favorable foreign currency translation. The significant improvement in operating profit and margin reflected the improved productivity on higher sales volumes, as well as the net efficiencies realized from first quarter 2004 severance actions in Europe.

Fluid Handling

	First Quarter
(dollars in millions)	2005			2004			Change
Sales	$	228.6		$	203.9		$	24.7	12	%
Operating Profit	$	12.4		$	8.7		$	3.7	43	%
Profit Margin		5.4	%		4.3	%

The first quarter sales increase of $24.7 million, or 12%, included $17.3 million (8%) from core businesses and $7.4 million (4%) from favorable foreign currency translation. Operating profit improved 43% in the first quarter, as the benefits of strengthening demand, customer price increases and productivity improvements offset higher raw material costs, facility closure costs of $1.5 million and higher severance costs of $1.3 million ($2.2 million in 2005 vs. $.9 in 2004).

Valve Group sales of $124.7 million increased $11.3 million, or 10%, from the prior year. Excluding favorable foreign currency translation of $3.5 million, sales increased $7.8 million (7%) from generally stable to improving industrial valve market demand and customer price increases. Operating profit more than doubled, reflecting increased sales and improvement in the marine valve business, which offset higher severance costs of $1.5 million ($1.9 million in 2005 vs. $.4 in 2004). Operating profit margin was 4.8% versus 2.3% in the prior year.

5

Crane Ltd. sales of $34.0 million increased $5.6 million, or 20%, from improving demand in the water and gas markets (13%), favorable foreign currency translation (4%) and the remainder mainly from the Hattersley brand, acquired in late January 2004. Operating profit margin remained approximately 6%.

Crane Pumps & Systems sales of $23.9 million increased $1.5 million, or 7%, reflecting price increases and continued strength in the professional plumbing market. Operating profit margin was 2.4%, down from 10.6% in the prior year, due to the planned cost ($1.5 million) for closure of the Salem, Ohio manufacturing facility and related severance. Excluding the facility closure costs, operating profit was about even with the prior year as the impact of unfavorable product mix offset increased sales.

Crane Supply sales of $35.5 million increased $7.2 million, or 25%, from continued strong demand for core pipe and fitting products, particularly in the commercial construction, industrial maintenance, repair and overhaul (“MRO”), mining and petrochemical segments (16%) and favorable foreign currency translation (9%). Operating profit margin remained approximately 9%.

Resistoflex-Industrial sales of $10.1 million increased $.8 million, or 8%, on moderate demand growth from MRO and small project business, and customer price increases. Operating profit increased significantly from a loss position in the prior year and profit margin was approximately 11%, as this business continues to realize benefits from its lower cost structure.

6

The Fluid Handling Segment backlog was $200.6 million at March 31, 2005 compared with $183.2 million at December 31, 2004 and $164.0 million at March 31, 2004.

Controls

	First Quarter
(dollars in millions)	2005			2004			Change
Sales	$	20.5		$	16.8		$	3.7	22	%
Operating Profit	$	1.8		$	.9		$	.9	100	%
Profit Margin		8.6	%		5.3	%

Sales improvements were attributable to increased demand for products primarily in the oil and gas exploration and gas transmission markets, driven by higher exploration and production activity. Operating profit doubled from the prior year due to increased volume.

Second Quarter and Full Year 2005 Guidance

Management expects earnings in the second quarter 2005 to be in the range of $.53 to $.63 per share, compared with $.52 per share in the second quarter 2004. On a full year basis, management is maintaining its 2005 earnings per share guidance of $2.10 to $2.25 from operations, based on its continued expectation of modest sales and operating profit improvement throughout 2005, driven by strengthening market demand, realization of benefits from continuous productivity improvements and a generally improving balance between customer price increases and higher raw material cost. Aggressive efforts to implement corrective actions in the Electronics Group are continuing beyond the first quarter 2005.

Management is maintaining its full year free cash flow guidance of $150 million with operating activities expected to generate $175 million, before asbestos (see below) and capital expenditures

7

($25 million). Cash payments related to asbestos settlement and defense costs, and certain related fees and expenses, are estimated to be in the range of $50 million to $70 million during 2005, which will be offset to some degree by reimbursements from insurers and tax benefits.

Conference Call

Crane Co. has scheduled a conference call to discuss the first quarter’s financial results on Tuesday, April 26^th, 2005 at 10:00 A.M. (Eastern). All interested parties may listen to a live webcast of the call at http://www.craneco.com. An archived webcast will also be available to replay this conference call directly from the Company’s website.

Crane Co. is a diversified manufacturer of engineered industrial products. Founded in 1855, Crane provides products and solutions to customers in the aerospace, electronics, hydrocarbon processing, petrochemical, chemical, power generation, automated merchandising, transportation and other markets. The Company has five business segments: Aerospace & Electronics, Fluid Handling, Engineered Materials, Merchandising Systems and Controls. Crane has 10,500 employees in North America, South America, Europe, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.

This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements present management’s expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Such factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and subsequent reports filed with the Securities and Exchange Commission.

(Financial Tables Follow)

8

EX-99.2

Exhibit 99.2

CRANE CO.

Income Statement Data

(in thousands, except per share data)

	Three Months Ended March 31,
	2005			2004
Net Sales:
Aerospace & Electronics	$	133,581		$	119,277
Engineered Materials		80,798			69,010
Merchandising Systems		43,753			39,450
Fluid Handling		228,552			203,888
Controls		20,516			16,753
Intersegment Elimination		(139	)		(72	)
Total Net Sales	$	507,061		$	448,306
Operating Profit:
Aerospace & Electronics	$	15,950		$	20,222
Engineered Materials		16,858			15,531
Merchandising Systems		3,781			474
Fluid Handling		12,424			8,727
Controls		1,759			889
Corporate		(8,922	)		(7,165	)
Total Operating Profit		41,850			38,678
Interest Income		341			222
Interest Expense		(5,720	)		(6,541	)
Miscellaneous - Net		282			(218	)
Income Before Income Taxes		36,753			32,141
Provision for Income Taxes		11,755			9,964
Net Income	$	24,998		$	22,177
Per Diluted Share Data:
Net Income	$	0.42		$	0.37
Average Diluted Shares Outstanding		60,070			60,418
Average Basic Shares Outstanding		59,455			59,544
Supplemental Data:
Cost of Sales	$	351,641		$	305,926
Selling, General & Administrative		113,570			103,702
Depreciation and Amortization *		15,297			13,798

* Amount included within cost of sales and selling, general & administrative costs.

CRANE CO.

Condensed Balance Sheets

(in thousands)

	March 31, 2005		December 31, 2004
ASSETS
Current Assets
Cash and Cash Equivalents	$	32,577	$	50,727
Accounts Receivable		320,283		308,140
Inventories		294,263		284,291
Other Current Assets		62,696		59,648
Total Current Assets		709,819		702,806
Property, Plant and Equipment		280,667		287,596
Insurance Receivable - Asbestos		241,833		245,160
Other Assets		299,799		301,865
Goodwill		575,767		579,081
Total Assets	$	2,107,885	$	2,116,508
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current Maturities of Long-Term Debt and Loans Payable	$	3,418	$	371
Accounts Payable		156,176		161,477
Current Asbestos Liability		67,800		67,800
Accrued Liabilities		150,756		157,730
Income Taxes		27,669		22,636
Total Current Liabilities		405,819		410,014
Long-Term Debt		292,033		296,592
Deferred Income Taxes		74,508		71,367
Long-Term Asbestos Liability		567,777		581,914
Pension, Postretirement and Other Liabilities		92,631		92,927
Common Shareholders’ Equity		675,117		663,694
Total Liabilities and Shareholders’ Equity	$	2,107,885	$	2,116,508

CRANE CO.

Condensed Statements of Cash Flows

(in thousands)

	Three Months Ended March 31,
	2005			2004
Operating Activities:
Net income	$	24,998		$	22,177
Income from joint venture		(1,198	)		(534	)
Depreciation and amortization		15,297			13,798
Cash used for operating working capital		(45,021	)		(29,474	)
Other		978			(2,673	)
Subtotal		(4,946	)		3,294
Payments for asbestos-related fees and costs, net		(10,824	)		(5,396	)
Refund associated with termination of the
Master Settlement Agreement		9,925			—
Total used for operating activities		(5,845	)		(2,102	)
Investing Activities:
Capital expenditures		(5,575	)		(5,144	)
Proceeds from disposition of capital assets		255			174
Payments for acquisitions, net		—			(50,630	)
Total used for investing activities		(5,320	)		(55,600	)
Financing Activities:
Dividends paid		(5,955	)		(5,953	)
Settlement of treasury shares acquired on the open market		—			(23,466	)
Stock options exercised - net of shares reacquired		1,761			6,542
Repayment of debt, net		(1,684	)		(22,743	)
Total used for financing activities		(5,878	)		(45,620	)
Effect of exchange rate on cash and cash equivalents		(1,107	)		(115	)
Decrease in cash and cash equivalents		(18,150	)		(103,437	)
Cash and cash equivalents at beginning of period		50,727			142,518
Cash and cash equivalents at end of period	$	32,577		$	39,081

CRANE CO.

Order Backlog

(in thousands)

	March 31, 2005		December 31, 2004		March 31, 2004
Aerospace & Electronics	$	367,472	$	341,505	$	319,954
Engineered Materials		19,414		16,376		17,564
Merchandising Systems		9,469		11,998		11,176
Fluid Handling		200,578		183,158		163,955
Controls		15,625		13,696		13,029
Total Backlog	$	612,558	$	566,733	$	525,678

CRANE CO.

Non-GAAP Financial Measures

(in thousands)

	Three Months Ended March 31,						Year Ended December 31,
	2005			2004			2005
							(Estimated Range)
Net Sales	$	507,061		$	448,306
Operating profit - as reported		41,850			38,678
Operating margin - as reported		8.3	%		8.6	%
Operating profit - as reported	$	41,850		$	38,678
Severance charges		4,800			2,500
Facilities rationalization charges		1,700			—
Electronics Group - provisions for contract losses		2,300			—
Operating profit - as adjusted		50,650			41,178
Operating margin - as adjusted		10.0	%		9.2	%
Cash (used for) provided from operating activities including asbestos-related payments	$	(5,845	)	$	(2,102	)	$	125,000		$	105,000
Net asbestos payments		10,824			5,396			50,000			70,000
Refund associated with termination of the Master Settlement Agreement		(9,925	)		—			—			—
Cash (used for) provided from operating activities before asbestos-related payments	$	(4,946	)	$	3,294		$	175,000		$	175,000
Capital expenditures		(5,575	)		(5,144	)		(25,000	)		(25,000	)
Free cash flow	$	(10,521	)	$	(1,850	)	$	150,000		$	150,000

Certain non-GAAP measures have been provided to facilitate comparisons with the prior year.

Free cash flow provides supplemental information to assist management and certain investors in analyzing the

Company’s ability to generate positive cash flow.

Free cash flow is considered a measure of cash generation and should be considered in addition to, but not as a substitute for, other measures reported in accordance with generally accepted accounting principles and may be inconsistent with similar measures presented by other companies.