Exhibit 3

                         AMENDMENT TO BY-LAWS OF
                     CARPENTER TECHNOLOGY CORPORATION
                     --------------------------------

     By resolution adopted at a duly convened meeting of the Board of 
Directors of the Company held on August 8, 1996, the Board revised 
Section 2.6 of the Company's By-Laws to read as follows:

          2.6  Resignation and Retirement of Directors.  Any director 
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          may resign at any time by giving written notice to the 
          Chief Executive Officer or Secretary of the Corporation, to 
          take effect at the time specified therein.  The acceptance 
          of such resignation, unless required by the terms thereof, 
          shall not be necessary to make it effective.  Unless 
          otherwise provided by resolution of the Board, any director 
          who is also an officer of the Corporation shall retire from 
          the Board upon the earlier of (a) attaining age 65 or 
          (b) retirement as an officer of the Corporation.  Unless
          otherwise provided by resolution of the Board, any
          Director who is not an Officer of the Corporation shall
          retire from the Board at the next Annual Meeting of
          Stockholders after the Director attains the age of 70.  































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