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): June 6, 2006

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 8 – OTHER EVENTS

Item 8.01 Other Events

On June 6, 2006, Crane Co. issued a press release regarding the purchase of certain assets of Automatic Products international, ltd., a privately held manufacturer of vending equipment, for a price of approximately $31 million. A copy of the press release is attached as Exhibit 99.1.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	None
(d)	Exhibit
99.1	Press Release dated June 6, 2006, 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: June 6, 2006	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	Press Release dated June 6, 2006, issued by Crane Co.

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EX-99.1

Exhibit 99.1

Crane Co. NEWS

Contact:

Richard E. Koch

Director, Investor Relations

and Corporate Communications

203-363-7352

www.craneco.com

CRANE CO. TO ACQUIRE ASSETS OF

AUTOMATIC PRODUCTS INTERNATIONAL, LTD.

STAMFORD, CONNECTICUT – June 6, 2006 - Crane Co. (NYSE: CR), a diversified manufacturer of engineered industrial products, announced today that it had entered into an agreement to purchase certain assets of Automatic Products international, ltd. (APi), a privately held manufacturer of vending equipment, for a cash purchase price of approximately $31 million. APi is expected to have sales of approximately $40 million in 2006.

The acquisition includes APi’s extensive distribution network, product line designs and trade names, manufacturing equipment and aftermarket parts business. Crane will purchase the distribution assets at the initial closing planned for next week and will purchase the manufacturing assets in September after a transition period to facilitate moving the manufacturing activity to the Crane Merchandising Systems facility in St. Louis, Missouri. APi will manufacture products exclusively for Crane during this transition period. The purchase does not include APi’s manufacturing facility located in St. Paul, Minnesota.

Mr. Eric Fast, president and chief executive officer of Crane Co., said, “Automatic Products international is a company with a long heritage in the vending industry. The current softness in demand for vending equipment requires a strategy of consolidating manufacturing operations to realize cost savings, expanding our sales and marketing capabilities, and continually

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upgrading our vending machine features. APi’s sales through distribution will complement Crane’s direct sales approach and will provide stronger penetration of certain market channels, market segments and geographic areas. We expect to create more value for our customers by providing them with a greater choice of products and a broader source of supply and service. We expect this acquisition will be modestly dilutive to our earnings in 2006 reflecting transition and integration costs.”

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, 2005 and subsequent reports filed with the Securities and Exchange Commission.

2006 - 14

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