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)
08/24/2017
(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 08/24/2017   M   50,000 (1) A $ 50.03 169,938 D  
CRANE CO. COMMON, PAR VALUE $1.00 08/24/2017   F   41,885 (1) D $ 73.02 128,053 D  
CRANE CO. COMMON, PAR VALUE $1.00 08/24/2017   A   23 (2) A $ 0 2,628 I 401(K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option (Right to Buy) $ 50.03 08/24/2017   M     50,000 (1)   (3) 01/23/2018 CRANE CO. COMMON, PAR VALUE $1.00 50,000 $ 0 0 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   08/28/2017
**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) Mr. Mitchell exercised 50,000 stock options, priced at $50.03 and due to expire January 2018, at a market price of $73.02. The resulting after-tax gain was taken in the form of 8,115 shares of Crane Co. Common Stock, resulting in a net increase in Mr. Mitchell's direct holdings by that amount, to 128,053 shares. Mr. Mitchell tendered 34,258 shares of previously owned stock to pay the exercise price of the option, and 7,627 shares were withheld to pay taxes on the resulting gain.
(2) Between January 1, 2017 and July 31, 2017, Mr. Mitchell acquired an aggregate of 23 shares of common stock at prevailing market prices through the issuer's 401(K) plan.
(3) This option vested 25% on the first, 50% on the second, 75% on the third, and 100% on the fourth anniversary of the grant date (01/23/2012).

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