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): July 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 July 25, 2005, Crane Co. announced its results of operations for the quarter ended June 30, 2005. A copy of the related press release and quarterly financial data supplement are being furnished as Exhibits 99.1 and 99.2 to this Form 8-K.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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

1) On July 25, 2005, Crane Co. announced a 25% increase in its annual dividend to $.50 from $.40 per share, paid quarterly. A copy of the related press release is being furnished as Exhibit 99.3 to this Form 8-K.

2) On July 22, 2005 Crane Co. entered into an agreement to settle its insurance coverage claims for asbestos and other liabilities against underwriters at Lloyd’s of London reinsured by Equitas Limited for a total payment of $33 million. Crane Co.’s settlement resolves all its claims against pre-1993 policies issued to Crane Co. by certain underwriters at Lloyd’s of London and reinsured by Equitas. Through this settlement, Crane Co. has resolved all its asbestos insurance coverage issues with a significant insurer in its historical liability insurance program. Negotiations are ongoing with Crane Co.’s other liability insurers. A copy of the related press release is being furnished as Exhibit 99.4 to this Form 8-K.

3) 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 June 30, 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 June 30,				Six Months Ended June 30,				Year Ended December 31,
	2005		2004		2005		2004		2004
Beginning claims	86,923		71,881		84,977		68,606		68,606
New claims	2,285		4,022		5,092		7,791		18,932
Settlements	(326	)	(252	)	(739	)	(489	)	(1,038	)
Dismissals	(319	)	(223	)	(767	)	(480	)	(1,523	)
Ending claims *	88,563		75,428		88,563		75,428		84,977

* Does not include 36,143 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.

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Of the 88,563 pending claims as of June 30, 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. While the Company believes that federal legislation to establish a trust fund to compensate asbestos claimants 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 incurred (before insurance and tax effects) for the Company in the six-month periods ended June 30, 2005 and 2004 totaled $19.9 million and $20.9 million, respectively. 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. Cash payments of settlement amounts are not made until all releases and other required documentation are received by the Company, and payments of both settlement amounts and defense costs by insurers are subject to delays due to documentation requirements and the status of the Company’s agreements with its insurers. In addition, 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. The Company’s total pre-tax cash payments for settlement and defense costs net of payments from insurers in the six-month periods ended June 30, 2005 and 2004 amounted to $15.1 million and $10.0 million, respectively. Detailed below are the comparable amounts for the periods indicated.

	Three Months Ended June 30,				Six Months Ended June 30,				Year Ended December 31,		Cumulative to date through June 30, 2005
(In millions)	2005		2004		2005		2004		2004
Settlement costs incurred(1)	$	5.1	$	4.9	$	8.1	$	9.0	$	17.2	$	46.9
Defense costs incurred(1)		7.6		6.4		11.8		11.9		23.7		57.8
Total costs incurred	$	12.7	$	11.3	$	19.9	$	20.9	$	40.9	$	104.7
Pre-tax cash payments(2) (3)	$	7.9	$	4.6	$	15.1	$	10.0	$	20.2	$	46.9

(1) Before insurance recoveries and tax effects.

(2) Net of payments received from insurers. Amounts include advance payments to third parties that are reimbursable by insurers.

(3) Does not include a $9.9 million refund received in the first quarter of 2005 or $4.2 million of legal fees and other expenses paid by the Company in the six months ended June 30, 2005 relating to the terminated comprehensive asbestos settlement, as previously disclosed.

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The amounts shown for settlement and defense costs incurred, and cash payments, are not necessarily indicative of future period amounts, which may be higher or lower than those reported.

Cash payments related to asbestos settlement and defense costs, and certain related fees and expenses, are estimated to be in the range of $40 million to $60 million during 2005, which will be offset by tax benefits of 35% and insurance recoveries. This estimate is reduced from the previous estimate of $50 million to $70 million, taking into account net cash payments through the first six months of 2005, but it is not necessarily indicative of cash requirements for asbestos costs in future periods. In 2005, the Company does not expect significant reimbursements from insurers as the Company’s cost sharing agreement with primary insurers has been essentially exhausted. The Company is negotiating terms of payment under its excess insurance policies, which provide substantial insurance coverage for asbestos liabilities. On July 22, 2005 the Company entered into an agreement to settle its insurance coverage claims for asbestos and other liabilities against underwriters at Lloyd’s of London reinsured by Equitas Limited for a total payment of $33 million. Under the agreement, $1.5 million will be paid to the Company in the third quarter of this year. The balance will be placed into escrow for the payment of future asbestos claims and funds remaining in escrow will be paid to the Company on January 3, 2007 if no federal asbestos legislation is enacted by that date. If federal asbestos reform is enacted before January 3, 2007, the money then remaining in escrow would be paid to Equitas, subject to a payment of $1.5 million to the Company and a hold-back of certain funds in escrow for the payment of asbestos claims during the year following enactment of asbestos legislation. The Company’s settlement with Equitas resolves all its claims against pre-1993 policies issued to the Company by certain underwriters at Lloyd’s of London and reinsured by Equitas. The Company anticipates that one or more agreements with other excess insurers may be executed in 2005, and the Company believes that the payment terms of such agreements will be consistent with the overall estimated reimbursement rate of 40% as described above.

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

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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 activity as of June 30, 2005 to the assumptions in the HR&A analysis and determined that the accrual continues to be appropriate. A liability of $623.5 million has been recorded to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2011, of which approximately 56% is attributable to settlement and defense costs for future claims projected to be filed through 2011. The liability is reduced when cash payments are made in respect of settled claims and defense costs. 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, due to the significant proportion of future claims included in the estimated asbestos liability. An asset of $250.2 million ($12 million current, $238.2 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. The same factors that affect developing estimates of probable settlement and defense costs for asbestos-related liabilities also affect estimates of 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

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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 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.

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.

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Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	Exhibits
99.1	Earnings Press Release dated July 25, 2005, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended June 30, 2005
99.3	Dividend Press Release dated July 25, 2005, issued by Crane Co.
99.4	Equitas Press Release dated July 25, 2005, issued by Crane Co.

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

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Press Release dated July 25, 2005, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended June 30, 2005
99.3	Dividend Press Release dated July 25, 2005, issued by Crane Co.
99.4	Equitas Press Release dated July 25, 2005, issued by Crane Co.

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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 SECOND QUARTER EARNINGS,

ANNOUNCES 25% DIVIDEND INCREASE AND

TIGHTENS FULL YEAR GUIDANCE

Second Quarter Highlights (vs. Second Quarter 2004):

• Earnings per share increased 13% to $.59 per share

• Sales increased 10% to $525.6 million

• Operating profit increased 8% to $54.9 million

• Operating profit margin was 10.4%

First Half Highlights (vs. First Half 2004):

• Earnings per share increased 13% to $1.01 per share

• Sales grew 11% to $1.0 billion

• Operating profit increased 8% to $96.7 million

• Operating profit margin was 9.4%

STAMFORD, CONNECTICUT – July 25, 2005 - Crane Co. (NYSE: CR), a diversified manufacturer of engineered industrial products, reports second quarter 2005 net income increased to $35.7 million, or $.59 per share, compared with net income of $31.2 million, or $.52 per share in the second quarter of 2004.

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Second quarter 2005 sales increased $46.5 million, or 10%, including core business growth of $38.7 million (8%) and favorable foreign currency translation of $7.8 million (2%). Operating profit of $54.9 million rose 8% as compared with $50.8 million in the prior year quarter. Net miscellaneous income of $1.8 million in the second quarter was $1.7 million higher than in the prior year quarter due to increased joint venture income, gains and reduced expenses related to certain asset sales. Earnings per share includes a tax benefit of $.015 per share related to closure of certain tax issues that were subject to audit.

Order backlog at June 30, 2005 totaled $612.9 million, compared with backlog of $612.6 million at March 31, 2005 and $565.9 million at June 30, 2004.

“Second quarter results were solidly in line with the Company’s guidance of $.53 to $.63 per share,” said Crane Co. president and chief executive officer, Eric C. Fast. “We continued to experience improved market conditions across a significant portion of our businesses during the quarter. Notably, we realized margin improvements in every business segment versus the first quarter and improvements versus the prior year in four out of five segments. While the Aerospace and Electronics Segment results were unsatisfactory, we did see recovery from the first quarter in the Electronics Group and we expect to approach more normal results for both groups in the second half of the year.”

Cash Flow and Financial Position

During the second quarter of 2005, the Company generated free cash flow (cash flow from operating activities before asbestos-related payments and after capital expenditures) of $45.4 million compared with $31.3 million generated in the second quarter of 2004. Cash flow from

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operating activities (which includes $8.4 million of asbestos-related fees and costs, net of insurance recoveries) was $42.8 million in the second quarter of 2005, compared with $32.5 million (including $4.6 million of asbestos-related fees and costs) in the second quarter of 2004. During the second quarter of 2005, the Company invested $5.8 million in capital expenditures and paid $6.0 million in dividends to shareholders, equivalent to the second quarter of 2004. (Please also see the attached Condensed Statement of Cash Flows and Non-GAAP Financial Measures.) Net debt to capital was 25.3% at June 30, 2005, compared with 27.1% at December 31, 2004 and 29.6% at June 30, 2004.

Dividend Increase

On July 25, 2005 the Company announced a 25% increase in its annual dividend to $.50 from $.40 per share, paid quarterly.

Segment Results

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

Aerospace & Electronics

	Second Quarter						Change
(dollars in millions)	2005			2004
Sales	$	133.9		$	126.4		$	7.5		6	%
Operating Profit	$	18.3		$	23.9		$	(5.6	)	(24	%)
Profit Margin		13.6	%		18.9	%

The second quarter 2005 sales increase of $7.5 million reflected sales increases of $4.6 million in the Aerospace Group and $2.9 million in the Electronics Group. Operating margins declined sharply driven by a 13% decrease in the Aerospace Group and a 49% decrease in the Electronics Group operating profit.

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Aerospace Group sales of $82.0 million increased $4.6 million, or 6%, from $77.4 million in the prior year. Sales increased on higher commercial and business jet OEM aircraft delivery rates and strong demand for the newly launched iMotion seat actuation system, offsetting lower aftermarket sales. Operating profit declined $2.1 million (13%) on unfavorable mix from strong demand for lower-margin OEM business, higher engineering spending for new products and program awards, provisions for product warranty and additional facility closure costs.

Electronics Group sales of $52.1 million increased $2.9 million compared with the prior year principally on continued increased demand for power solutions. Operating profit was 49%, or $3.5 million, lower than the prior year primarily due to the dilutive effect of loss and lower-margin contracts and operating inefficiencies, which the Company continues to aggressively address. While the results are unsatisfactory, there has been improvement, as expected, in operating profit margin from the first quarter 2005 and the Company anticipates continued steady improvement throughout the year.

The Aerospace & Electronics Segment backlog was $370.9 million at June 30, 2005, compared with $367.5 million at March 31, 2005 and $353.1 million at June 30, 2004.

Engineered Materials

	Second Quarter						Change
(dollars in millions)	2005			2004
Sales	$	79.2		$	74.3		$	4.9	7	%
Operating Profit	$	18.3		$	15.8		$	2.5	16	%
Profit Margin		23.1	%		21.2	%

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The second quarter 2005 sales increase of $4.9 million, or 7%, reflected customer price increases and increased demand for fiberglass-reinforced panels in the transportation, industrial building and international markets, offsetting a slowdown in the recreational vehicle market. Operating profit margin improved to 23.1% primarily due to increased sales, manufacturing efficiency gains and stabilizing raw material costs in the quarter.

Merchandising Systems

	Second Quarter						Change
(dollars in millions)	2005			2004
Sales	$	45.7		$	42.6		$	3.1	7	%
Operating Profit	$	4.1		$	3.1		$	1.0	30	%
Profit Margin		8.9	%		7.3	%

The sales increase of $3.1 million, or 7%, included $2.4 million (5%) from core business growth, driven by several large vending machine orders to international accounts. Overall market conditions for vending machines remained mixed across various markets and demand for coin changing equipment in Europe was stable. Foreign currency translation was favorable by $.7 million (2%). Operating profit and margin continued to improve versus both the first quarter and prior year, reflecting overall productivity improvements and net efficiencies realized from second quarter 2004 severance actions in Europe.

Fluid Handling

	Second Quarter						Change
(dollars in millions)	2005			2004
Sales	$	245.9		$	217.9		$	28.0	13	%
Operating Profit	$	20.0		$	14.9		$	5.1	34	%
Profit Margin		8.1	%		6.8	%

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The second quarter sales increase of $28.0 million, or 13%, included $21.2 million (10%) from core businesses and $6.8 million (3%) from favorable foreign currency translation. Operating profit and margin continued to improve both versus the first quarter and prior year on strengthening market demand, productivity improvements and customer price increases which are now largely offsetting higher raw material costs.

Valve Group sales of $132.7 million increased $16.8 million, or 15%, from the prior year. Excluding favorable foreign currency translation of $2.7 million, sales increased $14.1 million (12%) from increased market demand for industrial valves and strengthening pricing across all the valve product businesses. Operating profit increased 49% versus the prior year, reflecting higher sales, improved operating costs and favorable foreign currency impacts. Operating profit margin of 8% continued to improve from approximately 5% in the first quarter and 6% in the prior year.

Crane Ltd. sales of $36.6 million increased $8.0 million, or 28%, of which 25% was from higher sales across all major product lines with strength both domestically in the U.K. and for exports and 3% was from favorable foreign currency translation. Operating profit margin improved sharply to approximately 9%, from 6% in the first quarter and 1% in the prior year, primarily due to increased sales volume, improved manufacturing efficiencies and benefits of increased sourcing from low cost countries.

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Crane Pumps & Systems sales of $24.6 million decreased $3.1 million, or 11%, reflecting product shortages from production disruptions caused by a plant consolidation, lower sales due to customer inventory reduction initiatives and lower government demand compared with the prior year. While showing improvement from approximately 2% in the first quarter, operating profit margin of approximately 6% was down from 14% in the prior year due to lower sales volume, unfavorable mix and the production disruptions.

Crane Supply sales of $40.9 million increased $7.3 million, or 22%, of which 10% was from favorable foreign currency translation and the remainder was from increased demand for core pipe, valve and fitting products, particularly in the commercial construction, industrial maintenance, repair and overhaul (“MRO”), mining and petrochemical markets. Operating profit margin was approximately 10%, up from 9% in the prior year, as price increases fully offset higher raw material costs.

Resistoflex-Industrial sales of $10.6 million increased $.4 million, or 4%. Customer price increases and strong MRO demand offset weak major project activity resulting from reduced capital spending in the pharmaceutical industry. Operating profit margin was approximately 9%, compared with 12% in the prior year.

The Fluid Handling Segment backlog was $201.8 million at June 30, 2005, compared with $200.6 million at March 31, 2005 and $172.1 million at June 30, 2004.

Controls

	Second Quarter						Change
(dollars in millions)	2005			2004
Sales	$	21.0		$	17.9		$	3.1	17	%
Operating Profit	$	1.8		$	1.2		$	.6	47	%
Profit Margin		8.7	%		6.9	%

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Sales improvements were attributable to increased demand for products primarily in the oil and gas exploration, gas transmission and truck markets. Operating profit margin increased to 8.7% from 6.9% in the prior year.

Third Quarter and Full Year 2005 Guidance

Management expects earnings in the third quarter 2005 to be in the range of $.56 to $.64 per share, compared to $.56 per share before a non-cash asbestos and environmental charge, or a $3.48 loss per share as reported, in the third quarter 2004. The Company recorded a non-cash charge of $4.04 per share during the third quarter 2004 for the anticipated Master Settlement Agreement related to its asbestos liability, which was terminated in January 2005. On a full year basis, management is tightening its 2005 earnings per share guidance to $2.15 to $2.25, which is a $.05 increase in the bottom of the range, driven by strengthening market demand, realization of benefits from continuous productivity improvements and a generally improving balance between customer price increases and raw material cost. The aggressive efforts to implement corrective actions in the Electronics Group, begun in the first quarter 2005, are continuing and are expected to result in sequential margin improvement throughout the year.

Management is maintaining its guidance on free cash flow of $150 million, including capital expenditures of $25 million, for the full year. The Company estimates its operating activities in 2005 will generate $175 million before approximately $40 million to $60 million in payments of asbestos settlement and defense costs and related fees and expenses (offset to some degree by

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reimbursements from insurers and by tax benefits), reduced from the $50 million to $70 million previously estimated. Therefore, cash from operating activities is expected to be $115 million to $135 million. Additional information with respect to the Company’s asbestos liability and related accounting provisions and cash requirements is set forth in the Current Report on Form 8-K filed with a copy of this press release.

Conference Call

Crane Co. has scheduled a conference call to discuss the second quarter’s financial results on Tuesday, July 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 approximately 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)

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EX-99.2

Exhibit 99.2

CRANE CO.

Income Statement Data

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
Net Sales:
Aerospace & Electronics	$	133,940		$	126,436		$	267,521		$	245,713
Engineered Materials		79,194			74,321			159,992			143,331
Merchandising Systems		45,687			42,591			89,440			82,041
Fluid Handling		245,917			217,890			474,468			421,778
Controls		20,967			17,945			41,483			34,698
Intersegment Elimination		(86	)		(76	)		(224	)		(149	)
Total Net Sales	$	525,619		$	479,107		$	1,032,680		$	927,412
Operating Profit:
Aerospace & Electronics	$	18,268		$	23,927		$	34,218		$	44,148
Engineered Materials		18,286			15,782			35,144			31,313
Merchandising Systems		4,052			3,121			7,833			3,595
Fluid Handling		20,033			14,923			32,457			23,649
Controls		1,817			1,237			3,577			2,127
Corporate		(7,558	)		(8,235	)		(16,481	)		(15,400	)
Total Operating Profit		54,898			50,755			96,748			89,432
Interest Income		161			167			502			389
Interest Expense		(5,742	)		(5,687	)		(11,462	)		(12,228	)
Miscellaneous- Net		1,784			37			2,066			(181	)
Income Before Income Taxes		51,101			45,272			87,854			77,412
Provision for Income Taxes		15,427			14,034			27,182			23,998
Net Income	$	35,674		$	31,238		$	60,672		$	53,414
Per Diluted Share Data:
Net Income	$	0.59		$	0.52		$	1.01		$	0.89
Average Diluted Shares Outstanding		60,091			60,042			60,060			60,240
Average Basic Shares Outstanding		59,606			59,214			59,527			59,395
Supplemental Data:
Cost of Sales	$	363,333		$	324,348		$	714,974		$	630,274
Selling, General & Administrative		107,388			104,004			220,958			207,706
Depreciation and Amortization *		14,419			14,831			29,716			28,629

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

CRANE CO.

Condensed Balance Sheets

(in thousands)

	June 30, 2005		December 31, 2004
ASSETS
Current Assets
Cash and Cash Equivalents	$	59,624	$	50,727
Accounts Receivable		323,044		308,140
Inventories		284,902		284,291
Other Current Assets		58,934		59,648
Total Current Assets		726,504		702,806
Property, Plant and Equipment		271,579		287,596
Insurance Receivable - Asbestos		238,217		245,160
Other Assets		296,768		301,865
Goodwill		568,209		579,081
Total Assets	$	2,101,277	$	2,116,508
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current Maturities of Long-Term Debt and Loans Payable	$	477	$	371
Accounts Payable		148,083		161,477
Current Asbestos Liability		67,800		67,800
Accrued Liabilities		151,396		157,730
Income Taxes		31,435		22,636
Total Current Liabilities		399,191		410,014
Long-Term Debt		292,566		296,592
Deferred Income Taxes		74,082		71,367
Long-Term Asbestos Liability		555,727		581,914
Pension, Postretirement and Other Liabilities		92,290		92,927
Common Shareholders’ Equity		687,421		663,694
Total Liabilities and Shareholders’ Equity	$	2,101,277	$	2,116,508

CRANE CO.

Condensed Statements of Cash Flows

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
Operating Activities:
Net income	$	35,674		$	31,238		$	60,672		$	53,414
Income from joint venture		(1,384	)		(1,135	)		(2,582	)		(1,668	)
Depreciation and amortization		14,419			14,831			29,716			28,629
Cash used for operating working capital		385			(7,632	)		(44,636	)		(37,106	)
Other		2,155			(205	)		3,133			(2,878	)
Subtotal		51,249			37,097			46,303			40,391
Payments for asbestos-related fees and costs, net		(8,434	)		(4,631	)		(19,258	)		(10,027	)
Refund associated with termination of the Master Settlement Agreement		—			—			9,925			—
Total provided by operating activities		42,815			32,466			36,970			30,364
Investing Activities:
Capital expenditures		(5,800	)		(5,758	)		(11,375	)		(10,902	)
Proceeds from disposition of capital assets		1,126			621			1,381			795
Payments for acquisitions, net		—			—			—			(50,630	)
Total used for investing activities		(4,674	)		(5,137	)		(9,994	)		(60,737	)
Financing Activities:
Dividends paid		(5,965	)		(5,915	)		(11,920	)		(11,868	)
Settlement of treasury shares acquired on the open market		—			(19,282	)		—			(42,748	)
Stock options exercised - net of shares reacquired		115			2,638			1,876			9,180
Repayment of debt, net		(2,741	)		(5,011	)		(4,425	)		(27,754	)
Total used for financing activities		(8,591	)		(27,570	)		(14,469	)		(73,190	)
Effect of exchange rate on cash and cash equivalents		(2,503	)		(497	)		(3,610	)		(612	)
Increase (decrease) in cash and cash equivalents		27,047			(738	)		8,897			(104,175	)
Cash and cash equivalents at beginning of period		32,577			39,081			50,727			142,518
Cash and cash equivalents at end of period	$	59,624		$	38,343		$	59,624		$	38,343

CRANE CO.

Order Backlog

(in thousands)

	June 30, 2005		March 31, 2005		December 31, 2004		June 30, 2004
Aerospace & Electronics	$	370,913	$	367,472	$	341,505	$	353,087
Engineered Materials		15,964		19,414		16,376		16,197
Merchandising Systems		9,298		9,469		11,998		11,024
Fluid Handling		201,768		200,578		183,158		172,120
Controls		14,952		15,625		13,696		13,451
Total Backlog	$	612,895	$	612,558	$	566,733	$	565,879

CRANE CO.

Non-GAAP Financial Measures

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
	2005			2004			2005			2004			2005
													(Estimated Range)
Cash provided from operating activities including asbestos-related payments	$	42,815		$	32,466		$	36,970		$	30,364		$	135,000		$	115,000
Net asbestos payments		8,434			4,631			19,258			10,027			40,000			60,000
Refund associated with termination of the Master Settlement Agreement		—			—			(9,925	)		—			—			—
Cash provided from operating activities before asbestos-related payments	$	51,249		$	37,097		$	46,303		$	40,391		$	175,000		$	175,000
Capital expenditures		(5,800	)		(5,758	)		(11,375	)		(10,902	)		(25,000	)		(25,000	)
Free cash flow	$	45,449		$	31,339		$	34,928		$	29,489		$	150,000		$	150,000

	Three Months Ended Sept 30, 2004
(Loss) earnings per share	$	(3.48	)
Asbestos and environmental charge - net of tax		4.04
Earnings per share before charge	$	0.56

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.

EX-99.3

Exhibit 99.3

Crane Co. NEWS

            Contact:

            Pamela J. S. Styles

            Director, Investor Relations

            and Corporate Communications

            203-363-7352

            www.craneco.com

CRANE CO. ANNOUNCES 25% DIVIDEND INCREASE

STAMFORD, CONNECTICUT – July 25, 2005 - Crane Co., a diversified manufacturer of industrial engineered products, is pleased to announce its Board of Directors today declared a 25% increase in its regular quarterly dividend, to $.125 per share, from $.10 per share. The dividend is payable on September 9, 2005 to shareholders of record as of the close of business on September 1, 2005. The indicated annual dividend will now be $.50 per share.

“This is the first dividend increase for Crane Co. since 1998,” said Eric Fast, president and chief executive officer. “Today’s Board action demonstrates our confidence in the performance of our Company.”

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 approximately 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.

EX-99.4

Exhibit 99.4

Crane Co. NEWS

            Contact:

            Pamela J.S. Styles

            Director, Investor Relations

            and Corporate Communications

            203-363-7352

            www.craneco.com

CRANE CO.

ANNOUNCES SETTLEMENT WITH EQUITAS

STAMFORD, CONNECTICUT – July 25, 2005 - Crane Co. (NYSE: CR), a diversified manufacturer of engineered industrial products, announced that it has entered into an agreement to settle its insurance coverage claims for asbestos and other liabilities against underwriters at Lloyd’s of London reinsured by Equitas Limited for a total payment of $33 million. Under the agreement, $1.5 million will be paid to Crane Co. in the third quarter of this year. The balance will be placed into an escrow account for the payment of future asbestos claims and funds remaining in the escrow will be paid to Crane Co. on January 3, 2007 if no federal asbestos legislation is enacted by that date. If federal asbestos reform is enacted before January 3, 2007, funds then remaining in the escrow would be paid to Equitas, subject to a payment of an additional $1.5 million to Crane Co. and a hold-back of certain funds in the escrow for the payment of asbestos claims during the year following enactment of asbestos legislation.

Crane Co.’s settlement resolves all its claims against pre-1993 policies issued to Crane Co. by certain underwriters at Lloyd’s of London and reinsured by Equitas. Through this settlement, Crane Co. has resolved all its asbestos insurance coverage issues with a significant insurer in its historical liability insurance program. Negotiations are ongoing with Crane Co.’s other liability

insurers. Additional information regarding the Company’s insurance for its asbestos liability is set forth in the Current Report on Form 8-K being filed today with the Securities and Exchange Commission.

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 approximately 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.