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

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                        CARPENTER TECHNOLOGY CORPORATION
        -----------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $5.00 per share
        -----------------------------------------------------------------
                         (Title of Class of Securities)

                                   144285 10 3
                       -----------------------------------
                                 (CUSIP Number)

                                 John A. Martin
                           c/o PNC Advisors - Hawthorn
                           249 Fifth Avenue, 2nd Floor
                              Pittsburgh, PA 15222
                                 (412) 762-2766
        -----------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 1, 2004
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule  because  of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check  the  following
box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all exhibits.  See  ss.240.13d-7  for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.



CUSIP NO. 144285 10 3                                         Page 2 of 11 Pages


The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



                                                              Page 3 of 11 Pages

                                                                          

                                 SCHEDULE 13D/A
                                (Amendment No. 1)

                                         
CUSIP No. 144285 10 3

1.      NAME OF REPORTING PERSON Ada E. Rossin

        I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a)  [   ]
                                                                     (b)  [ X ]
3.      SEC USE ONLY

4.      SOURCE OF FUNDS

5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
        TO ITEMS 2(d) or 2(e)                                             [   ]

6.      CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen

NUMBER OF       7.    SOLE VOTING POWER                               1,899,770 
SHARES          ----------------------------------------------------------------
BENEFICIALLY    8.    SHARED VOTING POWER                               108,844 
OWNED BY        ----------------------------------------------------------------
EACH            9.    SOLE DISPOSITIVE POWER                            896,045 
REPORTING       ----------------------------------------------------------------
PERSON WITH     10.   SHARED DISPOSITIVE POWER                          108,844 
                ----------------------------------------------------------------

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 
        PERSON  2,008,614
              ------------------------------------------------------------------

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES        
        CERTAIN SHARES                                                    [   ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              8.45%  
                                                                      ----------
14.     TYPE OF REPORTING PERSON IN



CUSIP No. 144285 10 3                                         Page 4 of 11 Pages

          This Schedule 13D/A,  Amendment No. 1 (the "Amendment") relates to the
common stock, par value $5.00 per share ("Common Stock") of Carpenter Technology
Corporation.  This Amendment  restates in its entirety the Schedule 13D filed by
Peter C. Rossin and Ada E. Rossin on March 11, 1997.

Item 1. Security and Issuer.

          This  Amendment  relates to the Common Stock of  Carpenter  Technology
Corporation,  a Delaware corporation ("CTC").  CTC's principal executive offices
are located at P.O. Box 14662, Reading, Pennsylvania 19612.

Item 2. Identity and Background.

          (a)  Ada E. Rossin

          (b)  621 Trotwood Circle 
               Pittsburgh, Pennsylvania 15241

          (c)  Not applicable.

          (d)  During the last five years Ada E.  Rossin has not been  convicted
               in a criminal proceeding (excluding traffic violations or similar
               misdemeanors).

          (e)  During the last five years Ada E.  Rossin has not been a party to
               a  civil  proceeding  of a  judicial  or  administrative  body of
               competent  jurisdiction  that  resulted  in Ada E.  Rossin  being
               subject to a  judgment,  decree or final order  enjoining  future
               violations of, or prohibiting or mandating activities subject to,
               federal or state  securities  laws or finding any violation  with
               respect to such laws.

          (f)  Ada E. Rossin is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

          Pursuant to an Agreement and Plan of Merger dated January 6, 1997 (the
"Merger  Agreement")  by and among CTC,  Dynamet  Incorporated,  a  Pennsylvania
corporation  ("DI"),  Peter C. Rossin and Ada E. Rossin  (together with Peter C.
Rossin,  the  "Rossins")  and  Peter  N.  Stephans  and  Joan R.  Stephans  (the
"Stephans" and, together with the Rossins, the "DI Shareholders"), DI was merged
(the  "Merger")  with and into a wholly owned  subsidiary of CTC. The closing of
the Merger occurred on February 28, 1997 (the "Closing Date").


CUSIP No. 144285 10 3                                         Page 5 of 11 Pages


          As a result of the Merger, each outstanding share of common stock, par
value  $5.00  per  share,  of DI was  converted  into (i) the  right to  receive
$166.0581  in cash and (ii)  9.0704  shares of CTC  Common  Stock  (the  "Merger
Shares"),  although no fractional  shares were issued as a result of the Merger.
The Rossins received  2,325,650  shares of CTC Common Stock in the Merger,  with
1,162,825  of these  shares being issued in the names of each of Peter C. Rossin
and Ada E. Rossin.

          Ada E. Rossin is one of the trustees  pursuant to an Irrevocable  Deed
of Trust dated July 12, 1989 (the "Deed of  Trust").  The Deed of Trust  created
two  separate  trusts for the  benefit of the  Stephans'  two  children  (each a
"Trust" and, collectively,  the "Trusts"). As a result of the Merger, each Trust
received 54,422 shares of CTC Common Stock,  for an aggregate of 108,844 shares.
The Deed of Trust is  incorporated  by reference  herein from Exhibit 7.2 to the
Schedule 13D filed by the Rossins on March 11, 1997.

          On August 10,  2003,  Peter C. Rossin died and Ada E. Rossin was named
executrix  of his estate  pursuant  to the Last Will and  Testament  of Peter C.
Rossin (the "Will").  Article 6 of the Will ("Article 6") provides,  among other
things, that the residue of the estate of Peter C. Rossin is to be held in trust
for the benefit of Ada E.  Rossin.  A copy of Article 6 is filed as Exhibit 99.1
to this  Amendment and is  specifically  incorporated  by reference  herein.  In
accordance with Article 6, on August 30, 2004,  2,160 shares of CTC Common Stock
were transferred from the estate of Peter C. Rossin into an irrevocable Non-QTIP
trust (the "Non-QTIP Trust") for the benefit of Ada E. Rossin.  Ada E. Rossin is
the sole trustee and sole  beneficiary of the Non-QTIP  Trust. As of the date of
this Amendment, Peter C. Rossin's estate includes 1,003,725 shares of CTC Common
Stock.

          Ada  E.  Rossin  is  one  of  the  trustees  and  sole  non-charitable
beneficiary of The Peter C. and Ada E. Rossin 1998 Charitable Remainder Unitrust
(the "CRUT").  Following the Merger, the Rossins  transferred  278,650 shares of
CTC Common Stock to the CRUT.  On October 28, 2004,  the CRUT sold 25,000 shares
of CTC Common Stock at an average  price of $47.9241  per share.  On October 29,
2004,  the CRUT sold 110,225  shares of CTC Common Stock at an average  price of
$47.5022 per share.  On November 1, 2004,  the CRUT sold  110,225  shares of CTC
Common  Stock at an  average  price of  $47.0957  per  share.  These  sales were
effected on the open market through broker's transactions.  As a result of these
sales by the CRUT,  there are no shares of CTC  Common  Stock  remaining  in the
CRUT.

Item 4. Purpose of Transaction.

          (a)-(j) As described in response to Item 3, the Rossins and the Trusts
acquired their shares of CTC Common Stock pursuant to the Merger Agreement.  Set
forth below is a description of certain provisions of the Merger Agreement. Such
description  is qualified in its entirety by reference to the copy of the Merger
Agreement  which is  incorporated  by  reference  herein from Exhibit 7.1 to the
Schedule 13D filed by the Rossins on March 11, 1997.



CUSIP No. 144285 10 3                                         Page 6 of 11 Pages


          In Section  7.1(a)(iii) of the Merger  Agreement,  each DI Shareholder
has agreed,  for the period of time from the  Closing  Date until the earlier to
occur of (a) the date upon which the  percentage  of the voting power of the CTC
Common Stock and any other  securities of CTC entitled to vote generally for the
election of directors ("CTC Voting  Securities") held by the DI Shareholders and
their  permitted  transferees  is  less  than  5% of  the  voting  power  of all
outstanding  CTC Voting  Securities or (b) the tenth  anniversary of the Closing
Date (the  "Standstill  Term"),  not to agree to,  arrange  for, or effect,  the
transfer to a single purchaser or a group of purchasers of more than the maximum
number of Merger  Shares  which such DI  Shareholder  could sell or  transfer in
compliance with Rule 144(e)(1) under the Securities Act of 1933, as amended (the
"Securities Act"),  unless such DI Shareholder  provides CTC with an opportunity
to  repurchase  such  Merger  Shares  in  accordance  with  the  procedures  and
requirements  set forth in that Section  7.1(a)(iii)  and Section  7.1(d) of the
Merger Agreement.  The Standstill Term may terminate sooner than set forth above
if  certain  obligations  of CTC  with  respect  to  the  election  of a  person
designated by the DI  Shareholders as a director of CTC are not complied with or
a CTC  Change of  Control  (as  defined  in  Section  7.1(f)(ii)  of the  Merger
Agreement) occurs.

          There are two exceptions to the requirements of Section 7.1(a)(iii) of
the Merger Agreement. First, pursuant to Section 7.1(e) of the Merger Agreement,
a DI Shareholder  may dispose of Merger Shares to a person who is one of certain
types of permitted  transferees (as defined in Section  7.1(e)(ii) of the Merger
Agreement),  although some such  transferees  must take Merger Shares subject to
and be fully  bound by the terms of the Merger  Agreement.  Second,  pursuant to
Section 7.2 of the Merger  Agreement,  (a)  beginning no later than February 28,
1998, the holders of a majority of the Merger Shares may require that CTC file a
registration statement under the Securities Act with the Securities and Exchange
Commission  for the sale of  Merger  Shares,  or (b) if at any time CTC  files a
registration  statement under the Securities Act contemplating a public offering
of CTC Voting  Securities (with certain  exceptions),  the DI Shareholders  will
have the right to have all or a portion of the Merger  Shares  included  in such
registration.

          Pursuant to Section  7.1(a)(iv)  of the Merger  Agreement,  during the
Standstill Term, each DI Shareholder may not effect,  or offer,  seek or propose
to effect, or cause to be effected,  any (i) acquisition of ownership (including
beneficial  ownership as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the  "Exchange  Act")) of  additional  shares of CTC Common
Stock or any other CTC Voting Securities other than CTC Voting Securities issued
pursuant to a stock split or dividend or  distribution;  (ii) tender or exchange
offer,  merger  or  other  business  combination  involving  CTC  or  any of its
subsidiaries;  or  (iii)  recapitalization  or  restructuring  resulting  in  an
increase in the proportional percentage of CTC Voting Securities held by such DI
Shareholder  or  liquidation,  dissolution  or other  extraordinary  transaction
involving CTC or any of its subsidiaries.  In addition, DI Shareholders may not,
for the duration of the Standstill  Term, (a) make or in any way  participate in
any "solicitation" of "proxies" (as such terms are defined or used in Regulation
14A under the Exchange Act) or become a "participant" in any "election  contest"
(as such terms are defined or used in Rule 14a-11 under 


CUSIP No. 144285 10 3                                         Page 7 of 11 Pages


the  Exchange  Act) with  respect to CTC;  (b) seek to advise or  influence  any
person (within the meaning of Section  13(d)(3) of the Exchange Act with respect
to the voting of any CTC Voting  Securities;  (c) execute any written consent in
lieu of a meeting of holders of CTC Voting Securities;  (d) form, join or in any
way  participate  in a "group"  (within the  meaning of Section  13(d)(3) of the
Exchange Act) with respect to any CTC Voting  Securities or otherwise act (other
than by the voting of CTC Voting  Securities),  alone or in concert with others,
to seek to  control  or  influence  CTC's  Board  of  Directors,  management  or
corporate  policies,  other than any  actions  undertaken  solely  with other DI
Shareholders   and  their   permitted   transferees;   or  (e)  enter  into  any
negotiations,  arrangements,  agreements or understandings  with any third party
with respect to any of the activities described in this paragraph.

          Pursuant to Section 7.3 of the Merger  Agreement,  Peter C. Rossin was
elected to CTC's  Board of  Directors  as of the  Closing  Date.  After Peter C.
Rossin's death, Peter N. Stephans ("Mr. Stephans") was nominated for director by
the DI  Shareholders  and was  elected  to  CTC's  Board of  Directors.  For the
duration of the Standstill  Term, Mr. Stephans (or another person  designated by
the DI  Shareholders  holding a  majority  of the Merger  Shares and  reasonably
acceptable  to CTC) is to be included in the slate of  nominees  recommended  by
CTC's Board of  Directors  to  stockholders  for election as directors of CTC at
each annual meeting of  stockholders  at which members of the class of directors
to which Mr. Stephans is originally appointed are to be elected.

          All of the shares of CTC Common Stock in the estate of Peter C. Rossin
will be distributed pursuant to Article 6 of the Will.

          Except as set forth  above,  Ada E.  Rossin does not have any plans or
proposals which relate to or would result in any of the matters  described under
Item 4 of Schedule 13D.  However,  based on CTC's performance and depending upon
further evaluation of CTC's business and prospects, and upon future developments
(including, without limitation,  performance of CTC Common Stock in the market),
Ada E. Rossin, to the extent permitted under the Merger Agreement, may from time
to time dispose of all or a portion of the shares of CTC Common Stock.

Item 5. Interest in Securities of the Issuer.

               (a)  Ada E. Rossin directly  beneficially  owns 893,885 shares of
CTC  Common  Stock.  In  addition,  Ada E.  Rossin  may be deemed to  indirectly
beneficially  own (i) 108,844  shares of CTC Common Stock as  co-trustee  of the
Trusts,  (ii) 1,003,725 shares of CTC Common Stock as executrix of the estate of
Peter C.  Rossin  and (iii)  2,160  shares of CTC Common  Stock as  trustee  and
beneficiary of the Non-QTIP Trust.  Accordingly,  Ada E. Rossin may be deemed to
be the  beneficial  owner of a total of 2,008,614  shares of CTC Common Stock or
approximately 8.45% of the outstanding shares of CTC Common Stock.

               (b)  Ada E. Rossin has sole voting and dispositive power over the
893,885 shares of CTC Common Stock she owns individually and the 2,160 shares of
CTC Common Stock in  


CUSIP No. 144285 10 3                                         Page 8 of 11 Pages


the Non-QTIP Trust.  Ada E, Rossin also has sole voting power over the 1,003,725
shares of CTC Common Stock in the estate of Peter C. Rossin. In addition, Ada E.
Rossin has shared voting and dispositive power over 108,844 shares of CTC Common
Stock pursuant to the Deed of Trust.

               (c)  See response to Item 3.

               (d)  Not applicable.

               (e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer.

          Set forth in response to Item 4 is a description of certain provisions
of the Merger Agreement that may be considered  arrangements,  understandings or
relationships  with respect to shares of CTC Common Stock.  Such  description is
qualified in its entirety by reference to the copy of the Merger Agreement which
is  specifically  incorporated  by  reference  herein  from  Exhibit  7.1 to the
Schedule 13D filed by the Rossins on March 11, 1997.

          The Deed of Trust contains  certain  provisions that may be considered
arrangements,  understandings  or  relationships  with  respect to shares of CTC
Common Stock. The Deed of Trust is specifically incorporated by reference herein
from Exhibit 7.2 to the Schedule 13D filed by the Rossins on March 11, 1997.

          Article  6 of  the  Will  contains  certain  provisions  that  may  be
considered arrangements,  understandings or relationships with respect to shares
of CTC Common Stock. Article 6 is specifically  incorporated by reference herein
from Exhibit 99.1 to this Amendment.

          Except as described above, to the best of her knowledge, Ada E. Rossin
does not have any contract, arrangement,  understanding or relationship with any
person with respect to any  securities of CTC,  including the transfer or voting
of any of  the  securities,  finder's  fees,  joint  ventures,  loan  or  option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

        Exhibit No.                Description
        -----------                -----------

       7.1     Agreement  and Plan of Merger dated  January 6, 1997 by and among
               Dynamet  Incorporated,  a  Pennsylvania  corporation,   Peter  C.
               Rossin,  Peter N.  Stephans,  Ada E.  Rossin,  Joan R.  Stephans,
               individually   and  as   trustees,   and   Carpenter   Technology
               Corporation,  a Delaware  corporation  




CUSIP No. 144285 10 3                                         Page 9 of 11 Pages


               (incorporated  by reference  from Exhibit 7.1 to the Schedule 13D
               filed by Peter C. Rossin and Ada E. Rossin on March 11, 1997).

       7.2     Irrevocable  Deed  of  Trust  dated  as of July  12,  1989 by and
               between Peter C. Rossin and Ada E. Rossin as the Settlors and Ada
               E. Rossin and Joan


               Elizabeth  Rossin  Stephans  as  the  Trustees  (incorporated  by
               reference  from Exhibit 7.2 to the Schedule 13D filed by Peter C.
               Rossin and Ada E. Rossin on March 11, 1997).

       24.1    Power of Attorney (filed herewith).


       99.1    Article 6 of the Last Will and Testament of Peter C. Rossin, Jr.
               (filed herewith).


CUSIP No. 144285 10 3                                        Page 10 of 11 Pages



                                    Signature

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,  and
correct.


Dated:  November 5, 2004
                                           /s/ John A. Martin
                                           ---------------------------
                                           John A. Martin, Attorney-in-Fact for
                                           Ada E. Rossin



CUSIP No. 144285 10 3                                        Page 11 of 11 Pages



                                  Exhibit Index
                                 ---------------


      7.1      Agreement  and Plan of Merger dated  January 6, 1997 by and among
               Dynamet  Incorporated,  a  Pennsylvania  corporation,   Peter  C.
               Rossin,  Peter N.  Stephans,  Ada E.  Rossin,  Joan R.  Stephans,
               individually   and  as   trustees,   and   Carpenter   Technology
               Corporation,  a Delaware  corporation  (incorporated by reference
               from Exhibit 7.1 to the Schedule 13D filed by Peter C. Rossin and
               Ada E. Rossin on March 11, 1997).

      7.2      Irrevocable  Deed  of  Trust  dated  as of July  12,  1989 by and
               between Peter C. Rossin and Ada E. Rossin as the Settlors and Ada
               E. Rossin and Joan  Elizabeth  Rossin  Stephans  as the  Trustees
               (incorporated  by reference  from Exhibit 7.2 to the Schedule 13D
               filed by Peter C. Rossin and Ada E. Rossin on March 11, 1997).

      24.1     Power of Attorney (filed herewith).

      99.1     Article 6 of the Last Will and Testament of Peter C. Rossin, Jr.
               (filed herewith).