SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUPONT AUGUSTUS I

(Last)

(First)

(Middle)

100 FIRST STAMFORD PLACE

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CRANE CO /DE/ [ CR-NYSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P., Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CRANE CO. COMMON, PAR VALUE $1.00	04/05/2004		F		2,493⁽¹⁾	D	$33.91	0	D
CRANE CO. COMMON, PAR VALUE $1.00	04/05/2004		M		22,076⁽²⁾	A	$16.96	0	D
CRANE CO. COMMON, PAR VALUE $1.00	04/05/2004		F		15,614⁽²⁾	D	$33.91	59,943	D
CRANE CO. COMMON, PAR VALUE $1.00	04/05/2004		A		0	A	⁽³⁾	1,958	I	401(K)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
EMPLOYEE STOCK OPTION(RIGHT TO BUY)	$16.96	04/05/2004		M			22,076	05/06/1999	05/06/2006	COMMON STOCK	22,076	$0	14,518	D

Explanation of Responses:

1. ON APRIL 5, 2004 7,928 SHARES OF RESTRICTED STOCK PREVIOUSLY REPORTED AS BENEFICIALLY OWNED BY THE REPORTING PERSON VESTED DUE TO PASSAGE OF TIME, AND 2,493 OF SUCH VESTED SHARES WERE SURRENDERED TO PAY TAXES ON SUCH VESTING.

2. ON APRIL 5, 2004 REPORTING PERSON EXERCISED OPTIONS TO PURCHASE 22,076 SHARES OF CRANE CO. COMMON STOCK AT AN EXERCISE PRICE OF $16.96 PER SHARE. THE AGGREGATE EXERCISE PRICE AND APPLICABLE TAXES ON THE EXERCISE WERE PAID BY DELIVERY OF 12,144 ALREADY OWNED SHARES AND WITHHOLDING OF 3,470 SHARES FROM THE OPTION EXERCISE, EACH HAVING A FAIR MARKET VALUE OF $33.91 PER SHARE.

3. BETWEEN DECEMBER 31, 2003 AND MARCH 31, 2004 THE REPORTING PERSON ACQUIRED AN AGGREGATE OF 213 SHARES OF COMMON STOCK AT PREVAILING MARKET PRICES THROUGH THE ISSUER'S 401(K) PLAN.

	Augustus I. duPont	04/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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