8-K

UNITED STATES

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 28, 2008

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))

SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2008, Crane Co. announced its results of operations for the quarter ended June 30, 2008. Copies 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 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(b) Cessation of Eric C. Fast’s Status as Chief Financial Officer

As described in Item 5.02(c) below, Timothy J. MacCarrick has replaced Eric C. Fast as Chief Financial Officer of Crane Co.

Mr. Fast continues to serve as President and Chief Executive Officer of Crane Co.

Item 5.02(c) Appointment of Timothy J. MacCarrick as Chief Financial Officer

On July 28, 2008, Crane Co. announced the appointment of Timothy J. MacCarrick as Vice President – Finance and Chief Financial Officer, effective immediately.

Mr. MacCarrick, 42, was awarded B.S. and M.B.A. degrees from Clarkson University. From 1988 until he joined Crane Co. he was employed by Xerox Corporation, a global document management technology and services enterprise, in positions of increasing responsibility. Most recently, from 2006 to July 2008, he was Corporate Vice President and Vice President, Finance of Xerox North America; from 2003 to 2006 he was Chief Financial Officer, Xerox Europe; and from 2001 to 2003 he was Assistant Treasurer, Xerox Corporation.

Crane Co. and Mr. MacCarrick have entered into an agreement providing for the continuation of employment upon a change of control and the payment of severance and other employee benefits upon termination of employment following such change in control, and a separate indemnification agreement, in the forms previously filed as Exhibit 10.1 and Exhibit 10.2, respectively, to Crane Co.’s Annual Report on Form 10-K for the year ended December 31, 2006.

Prior to this appointment, Eric C. Fast, President and Chief Executive Officer, served as acting Chief Financial Officer following the resignation of the previous Vice President—Finance and Chief Financial Officer, J. Robert Vipond, in November 2007.

Crane Co.’s press release dated July 28, 2008 regarding this appointment appears as Exhibit 99.3 to this Form 8-K current report.

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SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

Asbestos Liability

Information Regarding Claims and Costs in the Tort System

As of June 30, 2008, 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, 2007
	2008		2007		2008		2007
Beginning claims	81,103		85,884		80,999		85,941		85,941
New claims	1,608		902		2,649		1,997		3,417
Settlements	(303	)	(271	)	(640	)	(800	)	(1,441	)
Dismissals	(429	)	(1,863	)	(1,029	)	(2,486	)	(6,918	)
Ending claims *	81,979		84,652		81,979		84,652		80,999

* Does not include 36,374 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 81,979 pending claims as of June 30, 2008, approximately 25,000 claims were pending in New York, approximately 24,000 claims were pending in Mississippi, approximately 9,400 claims were pending in Texas and approximately 3,700 claims were pending in Ohio, all jurisdictions in which 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 (“MSA”) on January 24, 2005, the Company has been resolving claims filed against it in the tort system. The Company has not re-engaged 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.

Substantially all of the claims the Company resolves are concluded through settlements. The Company tried the Joseph Norris asbestos claim (the “Norris Claim”) to verdict in California, however, and received an adverse jury verdict on September 15, 2006. On October 10, 2006, the court entered judgment on this verdict against the Company in the amount of $2.15 million, together with interest thereon at the rate of 10% per annum until paid. The Company appealed the judgment, and on June 25, 2008, the Supreme Court of California declined to review an appellate court ruling adverse to the Company. The final judgment amount of $2.54 million was paid on July 14, 2008.

During the fourth quarter of 2007 and the first quarter of 2008, the Company tried several cases resulting in defense verdicts by the jury or directed verdicts for the defense by the court. However, on March 14, 2008, the Company received an adverse verdict in the James Baccus claim in Philadelphia, Pennsylvania, with compensatory damages of $2.45 million

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and additional damages of $11.9 million. The Company has filed a post-trial motion asserting numerous errors in the trial proceedings, and no judgment has been entered on the trial verdict. The Company intends to pursue all available rights to appeal the verdict.

On May 16, 2008 the Company received an adverse verdict in the Chief Brewer claim in Los Angeles, California. The amount of the judgment to be entered against the Company has not yet been determined, but it is not expected to exceed the $725,000 judgment requested by plaintiffs, plus interest and costs. Such judgment amounts are not included in the Company’s incurred costs until available appeals are exhausted and the final payment amount is determined.

The gross settlement and defense costs incurred (before insurance recoveries and tax effects) for the Company in the six-month periods ended June 30, 2008 and 2007 totaled $43.4 million and $41.3 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, and may show some fluctuation from quarter to quarter. Cash payments of settlement amounts are not made until all releases and other required documentation are received by the Company, and reimbursements of both settlement amounts and defense costs by insurers may be uneven due to insurer payment practices, transitions from one insurance layer to the next excess layer and the payment terms of certain reimbursement agreements. The Company’s total pre-tax cash receipts/payments for settlement and defense costs, including payments from insurers, in the six-month periods ended June 30, 2008 and 2007 totaled a $16.6 million net payment and $15.2 million net receipt (reflecting the January 2007 receipt of $31.5 million in previously escrowed funds from Equitas), respectively. Detailed below are the comparable amounts for the periods indicated.

(in millions)	Three Months Ended June 30,				Six Months Ended June 30,					Year Ended December 31, 2007		Cumulative to Date Through June 30, 2008
	2008		2007		2008		2007
Settlement costs incurred (1)	$	13.5	$	8.1	$	25.6	$	19.3		$	41.6	$	149.7
Defense costs incurred (1)		7.4		12.1		17.8		22.0			45.9		180.2
Total costs incurred	$	20.9	$	20.2	$	43.4	$	41.3		$	87.5	$	329.9
Pre-tax cash payments/(receipts)(2)	$	14.6	$	6.0	$	16.6	($	15.2	)	$	10.2	$	152.6

(1) Before insurance recoveries and tax effects.

(2) Net of payments received from insurers, including a $31.5 million payment from Equitas in January 2007. Cumulative amounts include certain legal fees and expenses related to the terminated MSA in 2005.

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.

Effects on the Condensed Consolidated Financial Statements

The Company has retained the firm of Hamilton, Rabinovitz & Associates, 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 reviews 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 is based largely on the Company’s experience during the two full preceding calendar years (and additional

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quarterly periods to the estimate date) for claims filed, settled and dismissed. The Company’s experience is then compared to the results of previously conducted epidemiological studies estimating the number of individuals 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 estimates the number of future claims that would be filed against the Company, 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. After discussions with the Company, HR&A augments its liability estimate for the costs of defending asbestos claims in the tort system using a forecast from the Company which is based upon discussions with its defense counsel. Based on this information, HR&A compiles an estimate of the Company’s asbestos liability for pending and future claims, based on claim experience over the past two to three years and covering claims expected to be filed through the indicated period. Although the methodology used by HR&A will also show claims and costs for subsequent periods (up to and including the endpoint of the asbestos studies referred to above), management believes that the level of uncertainty regarding the various factors used in estimating future asbestos costs 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 the indicated estimate.

In the Company’s view, the forecast period used to provide the best estimate for asbestos claims and related liabilities and costs is a judgment based upon a number of trend factors, including the number and type of claims being filed each year, the jurisdictions where such claims are filed and the effect of any legislation or judicial orders in such jurisdictions restricting the types of claims that can proceed to trial on the merits and the likelihood of any comprehensive asbestos legislation at the federal level. In addition, the dynamics of asbestos litigation in the tort system have been significantly affected over the past five to ten years by the substantial number of companies that have filed for bankruptcy protection, thereby staying any asbestos claims against them until the conclusion of such proceedings, and the establishment of a number of post-bankruptcy trusts for asbestos claimants, which are estimated to provide $25 billion for payments to current and future claimants. These trend factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and the related best estimate of the Company’s asbestos liability, and these effects do not move in a linear fashion but rather change over multi-year periods. Accordingly, the Company’s management monitors these trend factors over time and periodically assesses whether an alternative forecast period is appropriate.

Liability Estimate. With the assistance of HR&A, effective as of September 30, 2007, the Company updated and extended its estimate of the asbestos liability, including the costs of settlement or indemnity payments and defense costs relating to currently pending claims and future claims projected to be filed against the Company through 2017. The Company’s previous estimate was for asbestos claims filed through 2011. As a result of this updated estimate, the Company recorded an additional liability of $586 million as of September 30, 2007. The Company’s decision to take this action at such date was based on several factors. First, the number of asbestos claims being filed against the Company has moderated substantially over the past several years, and in the Company’s opinion, the outlook for asbestos claims expected to be filed and resolved in the forecast period is reasonably stable. Second, these claim trends are particularly true for mesothelioma claims, which although constituting only 5% of the Company’s total pending asbestos claims, have accounted for approximately 89% of the Company’s aggregate settlement and defense costs over the past five years. Third, federal legislation that would significantly change the nature of asbestos litigation failed to pass in 2006, and in the Company’s opinion, the prospects for such legislation at the federal level are remote. Fourth, there have been significant actions taken by certain state legislatures and courts over the past several years that have reduced the number and types of claims that can proceed to trial, which has been a significant factor in stabilizing the asbestos claim activity. Fifth, the Company has now entered into coverage-in-place agreements with a majority of its excess insurers, which enables the Company to project a more stable relationship between settlement and defense costs paid by the Company and reimbursements from its insurers. Taking all of these factors into account, the Company believes that it can reasonably estimate the asbestos liability for pending claims and future claims to be filed through 2017. While it is probable 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 2017. Accordingly, no accrual has been recorded for any costs which may be incurred for claims made subsequent to 2017.

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Management has made its best estimate of the costs through 2017 based on the analysis by HR&A completed in October 2007. A liability of $1,055 million was recorded as of September 30, 2007 to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2017, of which approximately 68% is attributable to settlement and defense costs for future claims projected to be filed through 2017. The liability is reduced when cash payments are made in respect of settled claims and defense costs. The liability was $988 million as of June 30, 2008. 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 a number of years past 2017, due to the significant proportion of future claims included in the estimated asbestos liability and the lag time between the date a claim is filed and when it is resolved.

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 substantial adverse verdicts at trial. A legislative solution or a revised structured settlement transaction could also change the estimated liability.

Insurance Coverage and Receivables. Prior to 2005, a significant portion of the Company’s settlement and defense costs were paid by its primary insurers. With the exhaustion of that primary coverage, the Company began negotiations with its excess insurers to reimburse the Company for a portion of its settlement and defense costs as incurred. To date, the Company has entered into agreements providing for such reimbursements, known as “coverage-in-place”, with nine of its excess insurer groups, and on March 3, 2008, the Company reached agreement with certain London Market Insurance Companies, North River Insurance Company and TIG Insurance Company, confirming the aggregate amount of available coverage under certain London policies and setting forth a schedule for future reimbursement payments to the Company based on aggregate indemnity and defense payments made. In addition, with three of its excess insurer groups, the Company entered into policy buyout agreements, settling all asbestos and other coverage obligations for an agreed sum, totaling $46.8 million in aggregate. The Company is in discussions with or expects to enter into additional coverage-in-place agreements with other of its excess insurers whose policies are expected to respond to the aggregate costs included in the updated liability estimate. Under such coverage-in-place agreements, an insurer’s policies remain in force and the insurer undertakes to provide coverage for the Company’s present and future asbestos claims on specified terms and conditions that address, among other things, the share of asbestos claims costs to be paid by the insurer, payment terms, claims handling procedures and the expiration of the insurer’s obligations. Reimbursements from such insurers for past and ongoing settlement and defense costs allocable to their policies have been made as coverage-in-place and other agreements are reached with such insurers. All of these agreements include provisions for mutual releases, indemnification of the insurer and, for coverage-in-place, claims handling procedures.

The same factors that affect developing estimates of probable settlement and defense costs for asbestos-related liabilities also affect estimates of the probable insurance payments, as do a number of additional factors. These additional factors include the financial viability of the insurance companies, the method by 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, the timing and amount of reimbursements will vary because the Company’s insurance coverage for asbestos claims involves multiple insurers, with different policy terms and certain gaps in coverage. 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 for the aggregate liability recorded as of September 30, 2007 to be 33%. An asset of $351 million was

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recorded as of September 30, 2007 representing the probable insurance reimbursement for such claims. The asset is reduced as reimbursements and other payments from insurers are received. The asset was $318 million as of June 30, 2008.

Uncertainties. Many uncertainties exist surrounding asbestos litigation, and 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 the number of claims and settlement and defense costs change significantly 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.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	None
(d)	Exhibits
99.1	Earnings Press Release dated July 28, 2008, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended June 30, 2008
99.3	Press Release dated July 28, 2008, 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 28, 2008	By:	/s/ Eric C. Fast
		Eric C. Fast
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Press Release dated July 28, 2008, issued by Crane Co.
99.2	Crane Co. Quarterly Financial Data Supplement for the quarter ended June 30, 2008.
99.3	Press Release dated July 28, 2008, 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. REPORTS RECORD $0.97 EPS IN SECOND QUARTER;

INCREASES QUARTERLY DIVIDEND 11%

STAMFORD, CONNECTICUT - July 28, 2008 - Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, reported second quarter 2008 net income was $59.0 million, or $0.97 per share, compared with net income of $45.7 million, or $0.75 per share, in the second quarter of 2007. Second quarter 2008 results benefitted from recoveries of $2.9 million after-tax, or $0.05 per share, in conjunction with environmental remediation activities, while the second quarter of 2007 was adversely impacted by an after-tax provision of $5.4 million, or $0.09 per share, for a settlement with the U.S. Government. Excluding these items, second quarter 2008 net income was $56.1 million, or $0.93 per share, compared with second quarter 2007 net income of $51.1 million, or $0.84 per share. (Please see the attached Non-GAAP Financial Measures.)

Second quarter 2008 sales increased $32.6 million, or 5%, including core business growth of $5.6 million (1%), sales from acquired / divested businesses of $7.0 million (1%) and favorable foreign currency translation of $20.0 million (3%).

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Order backlog at June 30, 2008 was a record $805 million, 9% higher than the backlog of $739 million at June 30, 2007 and 12% higher than $720 million at December 31, 2007.

Cash Flow and Financial Position

Cash provided by operating activities was $45.4 million in the second quarter of 2008, compared to $33.9 million in the second quarter of 2007. Net debt to net capitalization was 7.7% at June 30, 2008, compared with 11.5% at December 31, 2007. The Company’s cash position was $322 million at the end of the second quarter, up from $135 million at June 30, 2007. The Company did not repurchase any shares of its common stock during the quarter but may do so in future quarters if market conditions warrant. (Please also see the attached Condensed Statement of Cash Flows and Non-GAAP Financial Measures.)

Dividend Increase

Today the Company is also announcing an 11% increase in the quarterly dividend from $0.18 per share to $0.20 per share, for an indicated annual dividend rate of $0.80 per share. The new dividend rate will become effective with the third quarter 2008 dividend. This is the fourth consecutive year the Company has increased its dividend.

“Continuing the trends of the first quarter, our Merchandising Systems and Fluid Handling businesses posted strong results, with operating profit increasing 46% and 39%, respectively,” said Crane Co. president and chief executive officer Eric C. Fast. “As anticipated, we continued to experience high levels of engineering spending for the new Boeing 787 and A400M brake control systems. The deterioration in the end-markets for our Engineered Materials products was significantly greater than we expected, particularly from our recreational vehicle and transportation customers. Notwithstanding these headwinds, earnings per share were a record and increased 29% on a reported basis and 11% on a Non-GAAP basis over last year’s second quarter.

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Mr. Fast continued, “We are maintaining our EPS guidance for the year of $3.45 to $3.60, but in the face of an uncertain economy, we expect to be near the low end of the range. Reflecting our rigorous financial discipline, free cash flow guidance remains unchanged. Our decision to increase the quarterly dividend by 11% today reflects our strong long-term strategic business positions, substantial cash balances and confidence in our free cash flow.”

Segment Results

All comparisons below refer to the second quarter 2008 versus the second quarter 2007, unless otherwise specified.

Aerospace & Electronics

	Second Quarter						Change
(dollars in millions)	2008			2007
Sales	$	165.9		$	160.2		$	5.7		4	%
Operating Profit	$	18.5		$	24.4		$	(5.9	)	(24	)%
Profit Margin		11.1	%		15.2	%

The second quarter 2008 sales increase of $5.7 million reflected a sales increase of $12.0 million in the Aerospace Group and a decrease of $6.3 million in the Electronics Group. Segment operating profit declined by $5.9 million as a result of an $8.0 million increase in engineering expenses related to products for the Boeing 787 and Airbus A400M programs. This spending was partly offset by a $5.6 million negotiated cost recovery from an aerospace customer associated with prior engineering spending. The Company previously indicated that it expected such

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recoveries in 2008, and additional recoveries could occur in the third or fourth quarters. These cost recoveries occur from time to time and are related to design changes and/or program discontinuations. Excluding the investment in these two new programs, the segment continued to experience solid operating results.

The Aerospace & Electronics segment backlog was $418 million at June 30, 2008, an increase of 6% over $393 million at December 31, 2007 and an increase of 3% over $407 million at March 31, 2008.

Engineered Materials

	Second Quarter						Change
(dollars in millions)	2008			2007
Sales	$	72.9		$	87.7		$	(14.8	)	(17	)%
Operating Profit	$	8.1		$	17.9		$	(9.8	)	(55	)%
Profit Margin		11.1	%		20.4	%

Reflecting significantly depressed recreational vehicle, transportation and, to a lesser extent, building products end markets, core segment sales were down $21.5 million, or 25%. The sales decline was partially offset by $6.7 million of sales related to the September 2007 acquisition of the composite panel business of Owens Corning. Operating profit in 2008 decreased 55% reflecting lower core business sales, as price increases offset higher raw material costs.

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Merchandising Systems

	Second Quarter						Change
(dollars in millions)	2008			2007
Sales	$	116.2		$	100.6		$	15.7	16	%
Operating Profit	$	17.3		$	11.9		$	5.4	46	%
Profit Margin		14.9	%		11.8	%

Reflecting strong organic sales growth and favorable seasonal factors, Merchandising Systems had record sales and operating profit in the second quarter. Sales growth of 16% was driven by increased sales in Vending Solutions, primarily from the BevMax III glass front vender, and continued strong global demand for Payment Solutions. Higher sales volumes were effectively leveraged into higher operating profit, which increased $5.4 million, or 46%.

Fluid Handling

	Second Quarter						Change
(dollars in millions)	2008			2007
Sales	$	301.1		$	281.2		$	19.9	7	%
Operating Profit	$	46.6		$	33.4		$	13.2	39	%
Profit Margin		15.5	%		11.9	%

Second quarter 2008 sales and operating profit were records for this segment. Second quarter 2008 sales increased $19.9 million, or 7%, including $10.7 million (4%) of core sales and favorable foreign currency translation of $14.4 million (5%) offset by sales from divested businesses of $5.2 million (2%). Based on continued strong demand from the global chemical / pharmaceutical and energy industries, throughput efficiencies and solid pricing discipline, operating profit increased $13.2 million, or 39%, and profit margin increased to 15.5%, continuing the trend in the first quarter.

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The Fluid Handling segment backlog was $298 million at June 30, 2008, an increase of 23% over $243 million at December 31, 2007 and an increase of 11% over $268 million at March 31, 2008.

Controls

	Second Quarter						Change
(dollars in millions)	2008			2007
Sales	$	37.3		$	31.2		$	6.0	19	%
Operating Profit	$	3.5		$	2.9		$	0.7	24	%
Profit Margin		9.5	%		9.1	%

The second quarter 2008 sales increase of $6.0 million reflects $5.6 million of sales related to the August 2007 acquisition of the Mobile Rugged Business division of Kontron America. Operating profit increased 24% to $3.5 million.

Full Year 2008 Guidance

The Company is maintaining its 2008 earnings per share guidance of $3.45 to $3.60, but in the face of an uncertain economy, results are expected to be near the low end of the range. The Company forecasts continued strong demand in Fluid Handling, which represents approximately 43% of sales. Aerospace engineering spending will remain at high levels, although offset in part by potential additional negotiated cost recoveries. Engineered Materials sales and operating profits will be lower than previously expected, reflecting difficult recreational vehicle and transportation end markets. While Merchandising Systems is expected to have record profits for the year, driven by sales of the BevMax III and continued demand for Payment Solutions, its operating profit is expected to be lower in the second half of the year than the first half because of normal seasonal factors and the impact of a softening U.S. economy. The Company’s guidance includes an estimated annual tax rate of approximately 30% compared to previous guidance of

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31%, as the amount of lower-taxed foreign earnings as a percent of total corporate earnings is expected to be higher primarily due to favorable Fluid Handling results. This expected tax rate anticipates the retroactive renewal of the Federal R&D tax credit by year-end.

Management remains confident that cash flow will equal or exceed its 2008 guidance of $220 million from operating activities and $170 million of free cash flow.

Please see the Non-GAAP Financial Measures table attached to this press release for details. 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 29, 2008 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 highly 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, Engineered Materials, Merchandising Systems, Fluid Handling, and Controls. Crane has approximately 12,000 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.

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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, 2007 and subsequent reports filed with the Securities and Exchange Commission.

(Financial Tables Follow)

2008 – 15

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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,
	2008			2007			2008			2007
Net Sales:
Aerospace & Electronics	$	165,928		$	160,172		$	324,379		$	308,564
Engineered Materials		72,937			87,712			155,710			175,461
Merchandising Systems		116,233			100,563			229,737			197,927
Fluid Handling		301,100			281,206			589,600			544,157
Controls		37,284			31,244			72,924			63,006
Total Net Sales	$	693,482		$	660,897		$	1,372,350		$	1,289,115
Operating Profit (Loss):
Aerospace & Electronics	$	18,487		$	24,365		$	34,482		$	45,391
Engineered Materials		8,100			17,933			19,754			33,971
Merchandising Systems		17,339			11,912			31,477			21,543
Fluid Handling		46,556			33,396			91,318			64,537
Controls		3,547			2,855			4,847			5,202
Corporate*		(7,758	)		(18,664	)		(20,258	)		(30,448	)
Total Operating Profit (Loss)		86,271			71,797			161,620			140,196
Interest Income		2,883			989			5,167			2,302
Interest Expense		(6,678	)		(6,901	)		(13,183	)		(13,769	)
Miscellaneous- Net		1,631			931			1,961			2,744
Income (Loss) Before Income Taxes		84,107			66,816			155,565			131,473
Provision for Income Taxes		25,098			21,080			48,178			42,092
Net Income (Loss)	$	59,009		$	45,736		$	107,387		$	89,381
Share Data:
Net Income (Loss) per Diluted Share	$	0.97		$	0.75		$	1.77		$	1.46
Average Diluted Shares Outstanding		60,581			60,882			60,812			61,096
Average Basic Shares Outstanding		59,707			59,767			59,911			60,039
Supplemental Data:
Cost of Sales - Operations	$	455,647		$	452,273		$	908,178		$	875,957
Selling, General & Administrative		151,564			136,827			302,552			272,962
Depreciation and Amortization**		14,712			15,492			29,695			31,068
Stock Compensation Expense		3,370			3,072			6,985			7,376

* Second quarter 2008 operating profit includes $4.4 million of recoveries related to environmental activities, and second quarter 2007 operating profit includes a $7.6 million provision for a legal settlement.

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

CRANE CO.

Condensed Balance Sheets

(in thousands)

	June 30, 2008		December 31, 2007
ASSETS
Current Assets
Cash and Cash Equivalents	$	321,548	$	283,370
Accounts Receivable		377,844		345,176
Current Insurance Receivable - Asbestos		33,600		33,600
Inventories		358,328		327,719
Other Current Assets		61,486		47,757
Total Current Assets		1,152,806		1,037,622
Property, Plant and Equipment		293,013		289,683
Long-Term Insurance Receivable - Asbestos		284,864		306,557
Long-Term Deferred Tax Assets		192,288		220,370
Other Assets		245,116		256,510
Goodwill		769,642		766,550
Total Assets	$	2,937,729	$	2,877,292
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes Payable and Current Maturities of Long-Term Debt	$	3,648	$	548
Accounts Payable		191,426		177,978
Current Asbestos Liability		84,000		84,000
Accrued Liabilities		223,720		230,295
Income Taxes		9,394		731
Total Current Liabilities		512,188		493,552
Long-Term Debt		398,390		398,301
Deferred Tax Liability		33,019		31,880
Long-Term Asbestos Liability		904,469		942,776
Other Liabilities		112,696		117,586
Minority Interest		8,326		8,394
Shareholders’ Equity		968,641		884,803
Total Liabilities and Shareholders’ Equity	$	2,937,729	$	2,877,292

CRANE CO.

Condensed Statements of Cash Flows

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Operating Activities:
Net income	$	59,009		$	45,736		$	107,387		$	89,381
Income from joint venture		—			(1,528	)		—			(2,545	)
Gain on divestitures		(932	)		—			(932	)		—
Depreciation and amortization		14,712			15,492			29,695			31,068
Stock-based compensation expense		3,370			3,072			6,985			7,376
Deferred income taxes		5,768			351			11,865			(9,468	)
Cash used for operating working capital		(16,454	)		(20,484	)		(46,288	)		(46,132	)
Other		(5,552	)		(2,799	)		(2,601	)		(14,131	)
Subtotal		59,921			39,840			106,111			55,549
Asbestos related payments, net of insurance recoveries		(14,553	)		(5,972	)		(16,614	)		15,208
Total provided by operating activities		45,368			33,868			89,497			70,757
Investing Activities:
Capital expenditures		(11,321	)		(14,868	)		(20,401	)		(21,831	)
Proceeds from disposition of capital assets		48			204			444			11,236
Proceeds from divestitures		1,320			—			2,106			—
Payment for acquisition, net of cash acquired		(47	)		150			(132	)		145
Total used for investing activities		(10,000	)		(14,514	)		(17,983	)		(10,450	)
Financing Activities:
Dividends paid		(10,761	)		(8,989	)		(21,556	)		(18,039	)
Reacquisition of shares on the open market		—			(10,000	)		(40,000	)		(50,001	)
Stock options exercised - net of shares reacquired		5,535			7,531			9,091			7,144
Excess tax benefit from stock-based compensation		793			1,437			900			2,127
Repayment of long-term debt		—			(22	)					(89	)
Net increase / decrease in short-term debt		(5,995	)		(10,408	)		3,042			(8,608	)
Total used for financing activities		(10,428	)		(20,451	)		(48,523	)		(67,466	)
Effect of exchange rate on cash and cash equivalents		1,880			2,251			15,187			3,627
Increase (decrease) in cash and cash equivalents		26,820			1,154			38,178			(3,532	)
Cash and cash equivalents at beginning of period		294,728			133,921			283,370			138,607
Cash and cash equivalents at end of period	$	321,548		$	135,075		$	321,548		$	135,075

CRANE CO.

Order Backlog

(in thousands)

	June 30, 2008		March 31, 2008		December 31, 2007		June 30, 2007
Aerospace & Electronics	$	417,883	$	407,398	$	392,822	$	393,708
Engineered Materials		11,892		15,941		14,802		18,544
Merchandising Systems		35,708		42,551		34,093		32,260
Fluid Handling		297,937		268,302		242,591		259,144
Controls		41,633		34,464		35,273		35,701
Total Backlog	$	805,053	$	768,656	$	719,581	$	739,357

CRANE CO.

Non-GAAP Financial Measures

(in thousands, except for per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,						Percent Change Three and Six Months Ended June 30,
	2008			2007			2008			2007			2008		2007
INCOME ITEMS:
Net Sales	$	693,482		$	660,897		$	1,372,350		$	1,289,115		4.9	%	6.5	%
Operating Profit (Loss)	$	86,271		$	71,797		$	161,620		$	140,196
Government Settlement - Pre-Tax (a)					7,600						7,600
Environmental Reimbursement - Pre-Tax (b)		(4,444	)					(4,444	)
Operating Profit before Government Settlement and Environmental Reimbursement	$	81,827		$	79,397		$	157,176		$	147,796		3.1	%	6.3	%
Percentage of Sales		11.8	%		12.0	%		11.5	%		11.5	%
Net Income (Loss)	$	59,009		$	45,736		$	107,387		$	89,381
Per Share	$	0.97		$	0.75		$	1.77		$	1.46
Government Settlement - Net of Tax (a)		—			5,396			—			5,396
Per Share				$	0.09					$	0.09
Environmental Reimbursement - Net of Tax (b)		(2,889	)					(2,889	)
Per Share	$	(0.05	)				$	(0.05	)
Net Income before Government Settlement and Environmental Reimbursement	$	56,120		$	51,132		$	104,498		$	94,777		9.8	%	10.3	%
Per Share	$	0.93		$	0.84		$	1.72		$	1.55
Average Diluted Shares Outstanding		60,581			60,882			60,812			61,096

(a) During the three months ended June 30, 2007, the Company recorded a settlement with the US Government.

(b) During the three months ended June 30, 2008, the Company recorded a $2.1 million reimbursement from the US Government and a $2.4 million reimbursement from a service provider, both related to environmental clean-up activities.

	June 30, 2008			December 31, 2007
BALANCE SHEET ITEMS
Notes Payable and Current Maturities of Long-Term Debt	$	3,648		$	548
Long-Term Debt		398,390			398,301
Total Debt		402,038			398,849
Less: Cash and Cash Equivalents		(321,548	)		(283,370	)
Net Debt		80,490			115,479
Shareholders’ Equity		968,641			884,803
Net Capitalization	$	1,049,131		$	1,000,282
Percentage of Net Debt to Net Capitalization		7.7	%		11.5	%

	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
	2008			2007			2008			2007			2008		2007
													(Estimated)
CASH FLOW ITEMS
Cash Provided from Operating Activities before Asbestos - Related Payments	$	59,921		$	39,840		$	106,111		$	55,549		275,000		$	243,031
Asbestos Related Payments, Net of Insurance Recoveries		(14,553	)		(5,972	)		(16,614	)		(16,292	)	(55,000	)		(41,698	)
Equitas Receipts		—			—			—			31,500		—			31,500
Cash Provided from Operating Activities		45,368			33,868			89,497			70,757		220,000			232,833
Less: Capital Expenditures		(11,321	)		(14,868	)		(20,401	)		(21,831	)	(50,000	)		(47,169	)
Free Cash Flow	$	34,047		$	19,000		$	69,096		$	48,926		170,000		$	185,664

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

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance. In addition, Free Cash Flow provides supplemental information to assist management and investors in analyzing the Company’s ability to generate positive cash flow. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

EX-99.3

Exhibit 99.3

Crane Co. NEWS

Contact:

Richard E. Koch

Director, Investor Relations and
Corporate Communications

203.363.7352

www.craneco.com

Crane Co. Appoints New Chief Financial Officer

STAMFORD, CONNECTICUT – July 28, 2008 – Crane Co. (NYSE: CR) today announced the appointment of Timothy J. MacCarrick, vice president – finance and chief financial officer.

Mr. MacCarrick has extensive experience in financial leadership and was most recently corporate vice president and vice president, finance, Xerox North America. He was responsible for providing financial leadership and strategic support for Xerox’s sales channels throughout the U.S. and Canada.

Immediately preceding, Mr. MacCarrick served as chief financial officer for Xerox Europe where he was responsible for the company’s finance, customer administration and internal control activities for 16 European countries.

During his twenty year career at Xerox Mr. MacCarrick served in a number of increasingly responsible finance assignments including assistant treasurer; director, global customer financing; vice president, finance for the worldwide graphic arts industry business; and controller for the services division.

Mr. MacCarrick earned a Bachelor of Science degree in accounting, and a master of business administration with a concentration in finance from Clarkson University.

Eric C. Fast, president and chief executive officer said, “Tim’s twenty years of service at Xerox have given him a broad operating finance background with solid international experience. He will be a strong addition to the team and we are very pleased to have him on board.”

Crane Co. is a diversified manufacturer of highly engineered industrial products. Crane Co. is traded on the New York Stock Exchange (NYSE:CR).

2008 - 17