Filed under Rule 424(b)(2)
                                       Registration No. 33-51613

PRICING SUPPLEMENT NO. 5  DATED September 21, 1994               
(To Prospectus Dated June 14, 1994 and Prospectus Supplement
Dated June 14, 1994)



                    U.S. $ 10,000,000  Principal Amount

                     CARPENTER TECHNOLOGY CORPORATION

                        Medium-Term Notes, Series A

            Due from Nine Months to 30 Years from Date of Issue


Issue Date: September 28, 1994

Maturity Date: September 28, 2000


By Agency Transaction:

     Public Offering Price (%): U.S. $ 10,000,000 (100%)

     Proceeds to Company (%): U.S. $ 9,950,000 (99.500%)

     Distributor's Commission (%): U.S. $ 50,000 (.500%)


Original Issue Discount Security:  Yes_____  No:  X  

Fixed Rate of Interest: Seven and 80/100 percent (7.80%) per
annum

Interest Payment Date(s): January 15 and July 15

Regular Record Date(s):  January 1 and July 1

Name of Distributors:    CS First Boston Corporation