8-K

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT




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


               Date of Report  - February 19, 1998
               -----------------------------------
                (Date of Earliest Event Reported)



                      Carpenter Technology Corporation                   
    --------------------------------------------------------------
      (Exact Name of Registrant as specified in its charter)



      Delaware                      1-5828                   23-0458500       
- ------------------------     ---------------------      -----------------------
(State of Incorporation)     (Commission File No.)      (IRS Employer I.D. No.)


        101 West Bern Street, Reading Pennsylvania, 19601
        -------------------------------------------------
             (Address of principal executive offices)


Registrant's telephone number, including area code:   (610) 208-2000

The Exhibit Index is located on Page 4 of 6



                           Page 1 of 6



Item 2.   Acquisition or Disposition of Assets.
          -------------------------------------
     On February 19, 1998, in a special shareholders' meeting, the shareholders
of Talley Industries, Inc. ("Talley"), a Phoenix-based company,  approved the
merger of Talley with a subsidiary of the Registrant, giving the Registrant
100 percent ownership of Talley.  Before the special shareholders' meeting, the
Registrant owned approximately 75 percent of the outstanding shares of Talley.
The shares were purchased in a tender offer concluded in December 1997.  As a
result of the merger effected on February 19, 1998, the remaining Talley shares
were converted into the right to receive cash amounts payable to the Talley
shareholders.  The cash amounts are equivalent to the tender offer prices.

     In addition to a stainless steel products group, Talley has an industrial
products group and a government products and services group.  The Registrant is
in the process of divesting the latter two groups.


Item 7.   Financial Statement and Exhibits.
          ---------------------------------
     (a) and (b)  None.  

     (c) Exhibits:

          Item 99.  Press Release dated February 19, 1998.








                           Page 2 of 6



                            SIGNATURES
                            ----------

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



Date: February 26, 1998         CARPENTER TECHNOLOGY CORPORATION (Registrant)


                                By: s/John R. Welty
                                    -----------------------
                                     John R. Welty
                                     Vice President
                                     General Counsel and Secretary























                           Page 3 of 6

EX-99

                          EXHIBIT INDEX

                                                       Sequential
Exhibit                  Description                   Page Number
- -------                  -----------                   ------------
Item 99      Press release dated February 19, 1998          5














 




















              

EX-99

                                             Robert J. Dickson
                                             Treasurer
                                             (610) 208-2165

IMMEDIATE RELEASE


       CARPENTER COMPLETES TALLEY INDUSTRIES ACQUISITION

     Reading, PA (February 19, 1998) - Shareholders of Talley Industries
(NYSE:TAL) today approved the merger of the diversified manufacturer with a
subsidiary of Carpenter Technology Corporation (NYSE:CRS), giving Carpenter
100 percent ownership of the Phoenix-based company.  Before today's special
shareholders' meeting in Philadelphia, Carpenter owned approximately 75 percent
of the outstanding shares of Talley. The shares were purchased in a tender
offer concluded in December 1997.
     As a result of the merger effected today, the remaining Talley shares have
been converted into cash amounts payable to the Talley shareholders.  The cash
amounts are equivalent to the tender offer prices of $12 per share of common
stock, $11.70 per share of Series A convertible preferred stock and $16 per
share of Series B $1 cumulative convertible preferred stock.
     The aggregate value of the total transaction is approximately $312 million,
including the assumption of Talley indebtedness.
     Trading in Talley shares on the New York Stock Exchange will be suspended
at the close of the market today.



Carpenter Technology Corporation/Page 2

     Carpenter sought to acquire Talley because of its metals manufacturing and
distribution businesses.  Carpenter is in the process of divesting the eight
other Talley businesses that manufacture specialized industrial, commercial and
aerospace products such as air bag devices, flight recorders and brass buttons.
     Carpenter manufactures and distributes stainless steel, titanium and other
specialty alloys, and various engineered products.  With Talley, Carpenter has
completed 11 acquisitions in the past five years, as a way to diversify into
various engineered materials, expand its business outside the United States,
and add metals manufacturing capacity and distribution outlets. 
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