CARPENTER TECHNOLOGY CORP — Director's Dealing 2004

Feb 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARPENTER TECHNOLOGY CORP (CRS)
CIK: 0000017843
Period of Report: 2004-02-11

Reporting Person: LODGE ROBERT W (VP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-11	Common Stock	M	7000	$19.6875	Acquired	21690	Direct
2004-02-11	Common Stock	S	7000	$34.14	Disposed	14690	Direct
2004-02-11	Common Stock	M	20000	$23.21	Acquired	34690	Direct
2004-02-11	Common Stock	S	20000	$34.14	Disposed	14690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-11	Employee Stock Option (Right to Buy)	$19.6875	M	7000	Disposed	2010-06-22	Common Stock (7000)	Direct
2004-02-11	Employee Stock Option (Right to Buy)	$23.21	M	20000	Disposed	2012-01-28	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2720	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock Units	$		Common Stock (259)	259	Indirect

Footnotes

F1: By 401(k) Plan. Includes shares acquired under the Savings Plan of Carpenter Technology Corporation. The share balance under the Savings Plan of Carpenter Technology fluctuates due to rounding differences produced by the Plan's method of estimating shares.

F2: The reporting person was granted an option to buy shares of common stock under the Carpenter Technology Corporation Stock-Based Compensation Plan for Officers and Key Employees

F3: Series A Convertible Preferred Stock units were allocated to Participants under the Carpenter Technology Corporation Employee Stock Ownership Plan. Units, which are convertible into shares of common stock, vest after completion of five years of employment, subject to certain conditions.