Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MITCHELL MAX H
   2. Issuer Name and Ticker or Trading Symbol
CRANE CO /DE/ [CR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
100 FIRST STAMFORD PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
01/30/2017
(Street)

STAMFORD, CT 06902-6784		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
CRANE CO. COMMON, PAR VALUE $1.00 01/30/2017   M   32,831 (1) A $ 0 134,021 D  
CRANE CO. COMMON, PAR VALUE $1.00 01/30/2017   F   14,083 (2) D $ 73.9 119,938 D  
CRANE CO. COMMON, PAR VALUE $1.00 01/30/2017   A   56 (3) A $ 0 2,605 I 401(K)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2014 Performance-Based Restricted Share Unit (1) 01/30/2017   M     28,450 (2)   (1)   (1) CRANE CO. COMMON, PAR VALUE $1.00 28,450 $ 0 0 D  
2017 Performance-Based Restricted Share Unit (4) 01/30/2017   A   28,500     (5)   (5) CRANE CO. COMMON, PAR VALUE $1.00 28,500 $ 0 28,500 D  
Employee Stock Option (Right to Buy) $ 73.9 01/30/2017   A   117,103     (6) 01/30/2027 CRANE CO. COMMON, PAR VALUE $1.00 117,103 $ 0 117,103 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MITCHELL MAX H
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902-6784		   X     President and CEO  

Signatures

 Attorney In Fact, Christopher Dee   02/01/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each 2014 Performance-Based RSU granted in January 2014 represented a contingent right to receive a number of shares of Crane Co. Common Stock between zero and 1.75 to be determined with reference to the Total Shareholder Return of Crane Co.'s Common Stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2014 and ending December 31, 2016. On January 30, 2016, each Performance-Based RSU was converted to the right to receive 115.4 shares of Common Stock.
(2) 28,450 Performance-Based RSUs granted in January 2014 were converted on January 30, 2017 into the right to receive 32,831 shares of Common Stock, 14,083 shares were surrendered to pay taxes on the resulting gain.
(3) Between January 1, 2016 and December 31,2016, Mr. Mitchell acquired an aggregate of 56 shares of common stock at prevailing market prices through the issuer's 401(K) plan.
(4) Each 2017 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Co. common stock between zero and 2.00, depending upon the Total Shareholder Return of Crane Co.'s common stock compared to that of the companies in the S&P MidCap 400 Capital Goods Group during the period beginning January 1, 2017 and ending December 31, 2019.
(5) Assuming the performance conditions specified in footnote 2 are met, the Performance-Based RSUs will vest on December 31, 2019, provided the recipient remains employed by the Company; or upon the recipient's earlier retirement, death or permanent disability; or upon a change in control of the Company.
(6) Options become exercisable 25% on the first anniversary, 50% on the second anniversary, 75% on the third anniversary and 100% on the fourth anniversary of the date of grant.

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