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<SEC-DOCUMENT>0000950136-06-001757.txt : 20060309
<SEC-HEADER>0000950136-06-001757.hdr.sgml : 20060309
<ACCEPTANCE-DATETIME>20060309091331
ACCESSION NUMBER:		0000950136-06-001757
CONFORMED SUBMISSION TYPE:	AW
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060309
DATE AS OF CHANGE:		20060309

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CRANE CO /DE/
		CENTRAL INDEX KEY:			0000025445
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS FABRICATED METAL PRODUCTS [3490]
		IRS NUMBER:				131952290
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		AW
		SEC ACT:		
		SEC FILE NUMBER:	033-53709
		FILM NUMBER:		06674768

	BUSINESS ADDRESS:	
		STREET 1:		CRANE CO.
		STREET 2:		100 FIRST STAMFORD PLACE
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06902
		BUSINESS PHONE:		203-363-7300

	MAIL ADDRESS:	
		STREET 1:		CRANE CO.
		STREET 2:		100 FIRST STAMFORD PLACE
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06902
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<DESCRIPTION>FORM AW
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<PRE><PAGE>



March 9, 2006                                           Jeffrey W. Acre

                                                        412-355-6506
Securities & Exchange Commission                        Fax: 412-355-6501
Division of Corporation Finance                         jacre@klng.com
100 F Street, N.E.
Washington, DC  20549


       Re:  Crane Co.
            Post-Effective Amendment No. 2 to Registration Statement on Form S-3
            SEC File Number: 33-53709

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), Crane Co. (the "Company") hereby requests the immediate
withdrawal of its Post-Effective Amendment No. 2 (the "Post-Effective
Amendment") to the Company's Registration Statement on Form S-3 (File No.
33-53709) (the "Registration Statement"). The Post-Effective Amendment was
initially filed with the Securities and Exchange Commission (the "Commission")
on March 1, 2006.

The Company requests the withdrawal of the Post-Effective Amendment because the
Post-Effective Amendment was filed in order to effect the deregistration of the
remaining unsold securities under the Registration Statement. On September 22,
2003, the Company filed its Amendment No. 2 (the "Amendment") to the
Registration Statement, which also was filed in order to effect the
deregistration of the remaining unsold securities under the Registration
Statement. The Amendment was incorrectly tagged as a pre-effective amendment,
rather than a post-effective amendment. At the Commission's request following
its discovery of the incorrect tagging of the Amendment, the Company filed the
Post-Effective Amendment and a Form AW with respect to the Amendment (the
"Original Form AW") on March 1, 2006 in order to correct the tagging mistake
made in September 2003. On March 8, 2006, the Company was advised by the
Commission that the remaining unsold securities under the Registration Statement
were, in fact, effectively deregistered in September 2003, despite the incorrect
tagging with respect to the Amendment, and that the Commission accordingly
should not have requested the Company to file the Post-Effective Amendment or
the Original Form AW. This Form AW is being filed to request the immediate
withdrawal of the Post-Effective Amendment pursuant to the March 8, 2006
consultation with the Commission regarding the appropriate manner in which to
proceed with respect to the Post-Effective Amendment and the Original Form AW in
light of the newly discovered effective deregistration in September 2003 of the
remaining unsold securities under


<PAGE>

Securities & Exchange Commission
March 9, 2006
Page 2


the Registration Statement. No securities have been sold in connection with the
Post-Effective Amendment.

If you have any questions or require additional information, please contact the
undersigned at (412) 355-6506.

Sincerely,






/s/ Jeffrey W. Acre
Jeffrey W. Acre

cc:   Augustus I. duPont, Esq.
      Janice C. Hartman, Esq.





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