---

---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549


# FORM 10-Q

|      |                                                 
|----- | ------------------------------------------------
|[ X ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
|      | OF THE SECURITIES EXCHANGE ACT OF 1934          

| |                                                  
| | -------------------------------------------------
| | FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

|       |                                                  
|------ | -------------------------------------------------
|[    ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d)
|       | OF THE SECURITIES EXCHANGE ACT OF 1934           

| |                                                     
| | ----------------------------------------------------
| | FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 1-2227

CROWN CORK & SEAL COMPANY, INC.


(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Pennsylvania                                                   |  | 23-1526444                          
|(State or other jurisdiction
of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|                                                               |  |                                     
|One Crown Way, Philadelphia, PA                                |  | 19154-4599                          
|(Address of principal executive offices)                       |  | (Zip Code)                          

| | 215-698-5100                                         | 
| | ---------------------------------------------------- | 
| | (registrants telephone number, including area code)
|

**Indicate by check mark whether the registrant  (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act of 1934  during the  preceding  12 months (or for such  shorter  period  that the  registrant  was  required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    X     No    ___**

**There were 159,352,825 shares of Common Stock outstanding as of October 31, 2002.**

---

---

---

Crown Cork & Seal Company, Inc.

FORM 10-QFOR QUARTER ENDED SEPTEMBER 30, 2002

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

|                                                                                             |                                                                                                                                                      |    | 
|-------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | -- | 
|                                                                                             | Page Number                                                                                                                                         
|                                                                                            
|Item 1                                                                                       | Financial Statements                                                                                                                                 |   
|                                                                                            
|Consolidated Statements of Operations - Third Quarter                                        | 2                                                                                                                                                   
|                                                                                            
|Consolidated Statements of Operations - Nine Months                                          | 3                                                                                                                                                   
|                                                                                            
|Consolidated Balance Sheets                                                                  | 4                                                                                                                                                   
|                                                                                            
|Consolidated Statements of Cash Flows                                                        | 5                                                                                                                                                   
|                                                                                            
|Consolidated Statements of Comprehensive Income / (Loss) and Changes in Shareholders Equity | 6                                                                                                                                                   
|                                                                                            
|Notes To Consolidated Financial Statements                                                   |                                                                                                                                                     
|                                                                                            
|A.                                                                                           | Statement of Information Furnished                                                                                                                   | 7 
|                                                                                            
|B.                                                                                           | Accounting Changes                                                                                                                                   | 7 
|                                                                                            
|C.                                                                                           | Early Extinguishment of Debt                                                                                                                         | 10
|                                                                                            
|D.                                                                                           | Receivables                                                                                                                                          | 10
|                                                                                            
|E.                                                                                           | Inventories                                                                                                                                          | 10
|                                                                                            
|F.                                                                                           | Debt and Liquidity                                                                                                                                   | 11
|                                                                                            
|G.                                                                                           | Supplemental Cash Flow Information                                                                                                                   | 11
|                                                                                            
|H.                                                                                           | Derivative Financial Instruments                                                                                                                     | 12
|                                                                                            
|I.                                                                                           | Restructuring                                                                                                                                        | 12
|                                                                                            
|J.                                                                                           | Asset Impairments                                                                                                                                    | 13
|                                                                                            
|K.                                                                                           | Divestitures                                                                                                                                         | 13
|                                                                                            
|L.                                                                                           | Contingent Liabilities                                                                                                                               | 13
|                                                                                            
|M.                                                                                           | Earnings Per Share                                                                                                                                   | 15
|                                                                                            
|N.                                                                                           | Segment Information                                                                                                                                  | 16
|                                                                                            
|Item 2                                                                                       | Managements Discussion and Analysis
                                                               of Financial Condition and Results of Operations |   
|                                                                                            
|                                                                                             | Introduction                                                                                                                                         | 17
|                                                                                            
|                                                                                             | Results of Operations                                                                                                                                | 17
|                                                                                            
|                                                                                             | Liquidity and Capital Resources                                                                                                                      | 21
|                                                                                            
|Forward Looking Statements                                                                   | 23                                                                                                                                                  
|                                                                                            
|Item 3                                                                                       | Quantitative and Qualitative Disclosures About Market Risk                                                                                           | 24
|                                                                                            
|                                                                                            
|Item 4                                                                                       | Controls and Procedures                                                                                                                              | 24
|                                                                                            
|                                                                                            
|                                                                                             | PART II  OTHER INFORMATION                                                                                                                          |   
|                                                                                            
|                                                                                            
|Item 2                                                                                       | Changes in Securities and Use of Proceeds                                                                                                            | 25
|                                                                                            
|Item 5                                                                                       | Other Information                                                                                                                                    | 25
|                                                                                            
|Item 6                                                                                       | Exhibits and Reports on Form 8-K                                                                                                                     | 25
|                                                                                            
|Signature                                                                                    | 26                                                                                                                                                  
|                                                                                            
|Certifications                                                                               | 26                                                                                                                                                  

---

Crown Cork & Seal Company, Inc.

PART I - FINANCIAL INFORMATION


CONSOLIDATED STATEMENTS OF OPERATIONS


(In millions except share and per share data)(Unaudited)


---

|Three months ended September 30,                                               |   | 2002 |             | 2001 |  
|------------------------------------------------------------------------------ | - | ---- | ----------- | ---- | -
|
|Net sales                                                                      |   | $    | 1,892       |      |  
|                                                                               |   |      |             |     
|Costs, expenses & other income                                                 |  
|Cost of products sold, excluding depreciation and amortization                 |   |      | 1,546       |      |  
|Depreciation                                                                   |   |      | 99          |      |  
|Amortization                                                                   |   |      | 1           |      |  
|Selling and administrative expense                                             |   |      | 81          |      |  
|Provision for restructuring                                                    |   |      | 1           |      |  
|Loss on sales of assets                                                        |   |      | 3           |      |  
|Interest expense                                                               |   |      | 84          |      |  
|Interest income                                                                | ( |      | 2           | )    | (
|Translation and exchange adjustments                                           |   |      | 6           |      |  
|                                                                               |   |      |             |     
|                                                                               |   |      | 1,819       |      |  
|                                                                               |   |      |             |     
|Income / (loss) before income taxes, minority interests and extraordinary item |   |      | 73          |      | (
|                                                                               |   |      |             |      |  
|Provision for income taxes                                                     |   |      | 3           |      |  
|Minority interests, net of equity earnings                                     | ( |      | 2           | )    | (
|                                                                               |   |      |             |     
|Income / (loss) before extraordinary item                                      |   |      | 68          |      | (
|Extraordinary item - gain on early extinguishment of debt                      |   |      | 3           |      |  
|                                                                               |   |      |             |     
|Net income / (loss)                                                            |   | $    | 71          |      | (
|                                                                               |   |      |             |     
|Basic earnings / (loss) per share:                                             |   |      |             |      |  
|Earnings / (loss) before extraordinary item                                    |   | $    | .43         |      | (
|Extraordinary item - gain on early extinguishment of debt                      |   |      | .02         |      |  
|                                                                               |   |      |             |     
|Net income / (loss)                                                            |   | $    | .45         |      | (
|                                                                               |   |      |             |     
|Diluted earnings / (loss) per share:                                           |   |      |             |      |  
|Earnings / (loss) before extraordinary item                                    |   | $    | .43         |      | (
|Extraordinary item - gain on early extinguishment of debt                      |   |      | .02         |      |  
|                                                                               |   |      |             |     
|Net income / (loss)                                                            |   | $    | .45         |      | (
|                                                                               |   |      |             |     
|Weighted average common shares outstanding:                                    |  
|Basic                                                                          |   |      | 158,436,064 |      |  
|Diluted                                                                        |   |      | 159,050,051 |      |  

---

The accompanying notes are an integral part of these financial statements.

2

---

Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS


(In millions except share and per share data)(Unaudited)


---

|Nine months ended September 30,                                                                                                               |   | 2002 |             | 2001 |  
|--------------------------------------------------------------------------------------------------------------------------------------------- | - | ---- | ----------- | ---- | -
|
|Net sales                                                                                                                                     |   | $    | 5,248       |      |  
|                                                                                                                                              |   |      |             |     
|Costs, expenses & other income                                                                                                                |  
|Cost of products sold, excluding depreciation and amortization                                                                                |   |      | 4,306       |      |  
|Depreciation                                                                                                                                  |   |      | 282         |      |  
|Amortization                                                                                                                                  |   |      | 3           |      |  
|Selling and administrative expense                                                                                                            |   |      | 233         |      |  
|Provision for restructuring                                                                                                                   |   |      | 3           |      |  
|Provision for asset impairments                                                                                                               |   |      |             |      |  
|(Gain) / loss on sales of assets                                                                                                              |   |      | 27          |      | (
|Interest expense                                                                                                                              |   |      | 263         |      |  
|Interest income                                                                                                                               | ( |      | 7           | )    | (
|Translation and exchange adjustments                                                                                                          |   |      | 24          |      |  
|                                                                                                                                              |   |      |             |     
|                                                                                                                                              |   |      | 5,134       |      |  
|                                                                                                                                              |   |      |             |     
|                                                                                                                                              |   |      |             |      |  
|Income / (loss) before income taxes, minority interests, extraordinary item
                  and cumulative effect of a change in accounting |   |      | 114         |      | (
|                                                                                                                                              |   |      |             |      |  
|Provision for income taxes                                                                                                                    |   |      | 49          |      |  
|Minority interests, net of equity earnings                                                                                                    | ( |      | 12          | )    | (
|                                                                                                                                              |   |      |             |     
|Income / (loss) before extraordinary item and cumulative effect of a change in accounting                                                     |   |      | 53          |      | (
|                                                                                                                                              |   |      |             |      |  
|Extraordinary item - gain on early extinguishment of debt                                                                                     |   |      | 28          |      |  
|Cumulative effect of a change in accounting, net of tax                                                                                       | ( |      | 1,014       | )    |  
|                                                                                                                                              |   |      |             |     
|                                                                                                                                              |   |      |             |     
|Net loss                                                                                                                                      | ( | $    | 933         | )    | (
|                                                                                                                                              |   |      |             |     
|                                                                                                                                              |   |      |             |      |  
|Basic earnings / (loss) per share:                                                                                                            |   |      |             |      |  
|Earnings / (loss) before extraordinary item and cumulative effect of a change in accounting                                                   |   | $    | .38         |      | (
|Extraordinary item - gain on early extinguishment of debt                                                                                     |   |      | .20         |      |  
|Cumulative effect of a change in accounting                                                                                                   | ( |      | 7.32        | )    |  
|                                                                                                                                              |   |      |             |     
|Net loss                                                                                                                                      | ( | $    | 6.73        | )    | (
|                                                                                                                                              |   |      |             |     
|                                                                                                                                              |   |      |             |      |  
|Diluted earnings / (loss) per share:                                                                                                          |   |      |             |      |  
|Earnings / (loss) before extraordinary item and cumulative effect of a change in accounting                                                   |   | $    | .38         |      | (
|Extraordinary item - gain on early extinguishment of debt                                                                                     |   |      | .20         |      |  
|Cumulative effect of a change in accounting                                                                                                   | ( |      | 7.26        | )    |  
|                                                                                                                                              |   |      |             |     
|Net loss                                                                                                                                      | ( | $    | 6.68        | )    | (
|                                                                                                                                              |   |      |             |     
|Weighted average common shares outstanding:                                                                                                   |  
|Basic                                                                                                                                         |   |      | 138,562,633 |      |  
|Diluted                                                                                                                                       |   |      | 139,739,161 |      |  

---

The accompanying notes are an integral part of these financial statements.

3

---

Crown Cork & Seal Company, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)


(In millions)


---

|                                               | September 30, |   | December 31,
|---------------------------------------------- | ------------- | - | ------------
|
|
|
|Assets                                         |               |   |             
|Current assets                                 |              
|Cash and cash equivalents                      |               | $ | 246         
|Receivables                                    |               |   | 1,133       
|Inventories                                    |               |   | 918         
|Prepaid expenses and other current assets      |               |   | 136         
|                                               |               |   |             
|Total current assets                           |               |   | 2,433       
|                                               |               |   |             
|                                               |               |   |             
|Long-term notes and receivables                |               |   | 14          
|Investments                                    |               |   | 82          
|Goodwill, net of amortization                  |               |   | 2,564       
|Property, plant and equipment, net             |               |   | 2,456       
|Other non-current assets                       |               |   | 788         
|                                               |               |   |             
|Total                                          |               | $ | 8,337       
|                                               |               |   |             
|                                               |               |   |             
|Liabilities and shareholders' equity           |              
|Current liabilities                            |              
|Short-term debt                                |               | $ | 96          
|Current maturities of long-term debt           |               |   | 207         
|Accounts payable and accrued liabilities       |               |   | 1,691       
|Income taxes payable                           |               |   | 77          
|                                               |               |   |             
|Total current liabilities                      |               |   | 2,071       
|                                               |               |   |             
|                                               |               |   |             
|Long-term debt, excluding current maturities   |               |   | 4,281       
|Postretirement and pension liabilities         |               |   | 852         
|Other non-current liabilities                  |               |   | 698         
|Minority interests                             |               |   | 192         
|Commitments and contingent liabilities(Note L) |               |   |             
|Shareholders' equity                           |               |   | 243         
|                                               |               |   |             
|Total                                          |               | $ | 8,337       
|                                               |               |   |             
|                                               |               |   |             

---

The accompanying notes are an integral part of these financial statements.

4

---

Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)


(In millions)(Unaudited)


---

|Nine months ended September 30,                              | 2002 |   | 2001  |  
|------------------------------------------------------------ | ---- | - | ----- | -
|
|Cash flows from operating activities                         |      |   |       |  
|Net loss                                                     | (    | $ | 933   | )
|Depreciation and amortization                                |      |   | 285   |  
|Provisions for restructuring and asset impairments           |      |   | 3     |  
|(Gain) / loss on sales of assets                             |      |   | 35    |  
|Extraordinary item - gain on early extinguishment of debt    | (    |   | 28    | )
|Cumulative effect of a change in accounting                  |      |   | 1,014 |  
|Change in other assets and liabilities, other than debt      | (    |   | 157   | )
|                                                             |      |   |       |  
|Net cash provided by / (used in) operating activities        |      |   | 219   |  
|                                                             |      |   |       |  
|Cash flows from investing activities                         |     
|Capital expenditures                                         | (    |   | 81    | )
|Proceeds from sales of assets                                |      |   | 210   |  
|Other, net                                                   | (    |   | 3     | )
|                                                             |      |   |       |  
|Net cash provided by / (used in) investing activities        |      |   | 126   |  
|                                                             |      |   |       |  
|Cash flows from financing activities                         |     
|Proceeds from long-term debt                                 |      |   | 75    |  
|Payments of long-term debt                                   | (    |   | 251   | )
|Net change in short-term debt                                | (    |   | 370   | )
|Common stock issued                                          |      |   | 2     |  
|Minority dividends, net of contributions                     | (    |   | 23    | )
|                                                             |      |   |       |  
|Net cash provided by / (used in) financing activities        | (    |   | 567   | )
|                                                             |      |   |       |  
|Effect of exchange rate changes on cash and cash equivalents |      |   | 12    |  
|                                                             |      |   |       |  
|Net change in cash and cash equivalents                      | (    |   | 210   | )
|                                                             |      |   |       |  
|Cash and cash equivalents at beginning of period             |      |   | 456   |  
|                                                             |      |   |       |  
|Cash and cash equivalents at end of period                   |      | $ | 246   |  
|                                                             |      |   |       |  

---

The accompanying notes are an integral part of these financial statements.

5

---

Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) AND CHANGES IN SHAREHOLDERS EQUITY


(In millions)(Unaudited)


|                                        
|----------------------------------------
|                                        
|                                        
|                                        
|Balance at December 31, 2001            
|Net income / (loss)                     
|Translation adjustments                 
|Derivatives qualifying as hedges        
|                                        
|Comprehensive income / (loss)           
|                                        
|Stock issued - debt for equity exchanges
|Stock issued - other                    
|                                        
|                                        
|Balance at September 30, 2002           
|                                        
|                                        
|                                        
|                                        
|Balance at December 31, 2000            
|Net loss                                
|Translation adjustments                 
|Derivatives qualifying as hedges        
|                                        
|Comprehensive income / (loss)           
|                                        
|Stock issued - other                    
|                                        
|                                        
|Balance at September 30, 2001           
|                                        

The accompanying notes are an integral part of these financial statements.

6

---

Crown Cork & Seal Company, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In millions, except per share and employee data; per share earnings are quoted as diluted)(Unaudited)


|A. | Statement of Information Furnished                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The accompanying  unaudited interim  consolidated and condensed financial statements have been prepared by the Company in
         accordance with Form 10-Q instructions.  In the opinion of management,  these consolidated  financial  statements contain
         all  adjustments  of a normal and recurring nature necessary to present fairly the financial  position of Crown Cork & Seal
         Company,  Inc. as of September 30, 2002,  and the  results of its  operations  and cash flows for the three and nine month periods
         ended September 30, 2002 and 2001,  respectively.  These results have been determined on the basis of generally accepted
         accounting  principles and practices consistently applied.
|  
|   | Certain information and footnote disclosures, normally included in financial statements presented in accordance with generally
          accepted accounting principles, have been condensed or omitted.  The accompanying consolidated financial statements should be read
          in conjunction with the consolidated financial statements and notes thereto included in the Companys  Annual Report on Form 10-K for the
          year ended December 31, 2001.                                                                                                                                                                                                                                                                            
|  

|B. | Accounting Changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Effective January 1, 2002, the Company adopted Statement of Financial  Accounting  Standards No. 142 (SFAS 142), Goodwill and
         Other  Intangible  Assets. SFAS 142 requires that  amortization of goodwill and other  indefinite-lived  intangible  assets be
         discontinued  upon adoption of the standard.  The standard also requires that goodwill and  indefinite-lived  intangible assets
         be tested for  impairment,  at least  annually,  under the  guidelines  established.  During the  second  quarter of 2002,  the
         Company completed its transitional  impairment review and recognized a noncash,  non-tax deductible impairment charge of $1,014
         reported as the cumulative effect of a change in accounting,  effective January 1, 2002. In evaluating and
         measuring the impairment  charge,  estimated fair values were calculated for each reporting unit within each reportable segment
         using a combination of market values for comparable businesses and discounted cash flow projections.

7

---

Crown Cork & Seal Company, Inc.

| | The following is a  reconciliation  of previously  reported  financial  information to adjusted  amounts  excluding  goodwill
         amortization  for the quarter  and nine months  ended September 30, 2002 and for the prior three  annual  periods,  2001,  2000 and
         1999, respectively:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | Quarter Ended                                                                                          |  | Nine Months Ended | 
| | ------------------------------------------------------------------------------------------------------ |  | ----------------- | 
|
|
|
| | Income / (loss) before extraordinary item and
        cumulative effect      of a change in accounting |  | $68               | 
|
| | Addback: Goodwill amortization                                                                         |  |                   | 
| |                                                                                                        |  |                   | 
| | Adjusted income before extraordinary item and
            cumulative effect of a change in accounting  |  | 68                | 
| |                                                                                                        |  |                   | 
| | Extraordinary item - gain on early extinguishment of debt                                              |  | 3                 | 
| | Cumulative effect of a change in accounting, net of tax                                                |  |                   | 
| |                                                                                                        |  |                   | 
| | Adjusted net income / (loss)                                                                           |  | $71               | 
| |                                                                                                        |  |                   | 
|
| | Basic earnings / (loss) per share:                                                                     |  |                   | 
|
| | Income / (loss) before extraordinary item and
        cumulative effect      of a change in accounting |  | $.43              | 
|
| | Addback: Goodwill amortization                                                                         |  |                   | 
| |                                                                                                        |  |                   | 
| | Adjusted income before extraordinary item and 
     cumulative effect of a change in accounting        |  | .43               | 
| |                                                                                                        |  |                   | 
| | Extraordinary item - gain on early extinguishment of debt                                              |  | .02               | 
| | Cumulative effect of a change in accounting, net of tax                                                |  |                   | 
| |                                                                                                        |  |                   | 
| | Adjusted net income / (loss)                                                                           |  | $.45              | 
| |                                                                                                        |  |                   | 
|
| | Diluted earnings / (loss) per share:                                                                   |  |                   | 
|
| | Income / (loss) before extraordinary item and cumulative effect
         of a change in accounting     |  | $.43              | 
| | Addback:  Goodwill amortization                                                                        |  |                   | 
| |                                                                                                        |  |                   | 
| | Adjusted earnings before extraordinary item and 
     cumulative effect of a change in accounting      |  | .43               | 
| |                                                                                                        |  |                   | 
| | Extraordinary item - gain on early extinguishment of debt                                              |  | .02               | 
| | Cumulative effect of a change in accounting, net of tax                                                |  |                   | 
| |                                                                                                        |  |                   | 
| | Adjusted net income / (loss)                                                                           |  | $.45              | 
| |                                                                                                        |  |                   | 

8

---

Crown Cork & Seal Company, Inc.

| | Years Ended December 31,                                                      
| | ------------------------------------------------------------------------------
|
|
|
|
|
| |                                                                               
| | Income/(loss) before cumulative effect      of a change in accounting         
| | Addback: Goodwill amortization                                                
| |                                                                               
| | Adjusted income/(loss) before cumulative effect      of a change in accounting
| |                                                                               
| | Cumulative effect of a change in accounting                                   
| |                                                                               
| | Adjusted income/(loss)                                                        
| |                                                                               

| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
|
| | The changes in the carrying amount of goodwill by reportable segment for the nine
months ended September 30, 2002 are as follows:

| | Americas                               |  | Europe     |   | Asia-Pacific |   | ConsolidatedTotal |  
| | -------------------------------------- |  | ---------- | - | ------------ | - | ----------------- | -
|
| | Balance as of January 1, 2002          |  | $1,156     |   | $2,463       |   | $6                |  
| | Transitional impairment charge         |  | (     120  | ) | (     888    | ) | (  6              | )
| | Divestitures                           |  | (       75 | ) | (       56   | ) |                   |  
| | Foreign currency translation and other |  | 9          |   | 75           |   |                   |  
| |                                        |  |            |   |              |   |                   |  
| | Balance as of September 30, 2002       |  | $   970    |   | $1,594       |   |                   |  
| |                                        |  |            |   |              |   |                   |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Identifiable  intangible  assets other than  goodwill,  as of September 30, 2002, are recorded in other  non-current  assets in the
         Consolidated Balance Sheets and, excluding minimum pension assets, are technology-based and are not material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | Also  effective  January 1, 2002,  the Company  adopted SFAS 144,  Accounting  for the  Impairment  or Disposal of Long-Lived
         Assets. SFAS 144 establishes an accounting  model,  based upon the framework  established in SFAS 121, for long-lived  assets
         to be disposed of by sales. The accounting model applies to all long-lived  assets,  including  discontinued  operations,  and
         it replaces the  provisions of APB No. 30,  Reporting  Results of Operations  Reporting the Effects of Disposal of a Segment
         of a Business and  Extraordinary,  Unusual and Infrequently  Occurring Events and Transactions, for disposal of segments of a
         business.  The standard also  requires  that  long-lived  assets  classified  as held for sale be presented  separately in the
         Consolidated  Balance  Sheets and  eliminates  the  requirement  to allocate  goodwill to  long-lived  assets to be tested for
         impairment.  Adoption of the standard had no impact on the Companys results of operations or financial position.       
|
| | On January 1, 2001,  the Company  adopted  SFAS 133,  Accounting  for  Derivative  Instruments  and Hedging  Activities,  as
         amended.  SFAS 133 requires that the Company  recognize all outstanding  derivative  instruments on the balance sheet at their
         current fair  values.  Upon  adoption,  the Company  recorded an  after-tax  credit of $4, net of $1 tax, or $.03 per share to
         earnings and an after-tax charge of $18, net of $10 tax, to accumulated other  comprehensive  income in shareholders  equity.
         The ongoing  impact on the Company from adoption of this standard and the level of use of these  instruments  will depend on a
         variety of  factors,  including,  but not limited to, the  Companys  ability to access  these  instruments  in the  financial
         markets,  the ability of the Company to naturally offset exposures within operating units,  fluctuations in interest rates and
         other market conditions, as well as future interpretive guidance from the Financial Accounting Standards Board (FASB).
|

9

---

Crown Cork & Seal Company, Inc.

| | In July 2002,  the FASB issued  SFAS No.  146  (SFAS 146),  Accounting  for Costs  Associated  with  Exit or  Disposal
         Activities.  SFAS 146  establishes  accounting  guidelines  for the  recognition  and  measurement of a liability at its fair
         value for the cost  associated  with an exit or disposal  activity in the period in which the  liability is  incurred,  rather
         than at the date of a commitment  to an exit or disposal  plan.  This  standard is  effective  January 1, 2003 for all exit or
         disposal activities initiated on or after that date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
         Obligations.  This standard  establishes  accounting  guidelines for the recognition  and measurement of
         obligations for the retirement of tangible  long-lived assets.  The standard is effective January 1, 2003.                                                                                                                                                                                                                                                                                       
|

|C. | Early Extinguishment of Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Beginning in the second quarter of 2002, the Company entered into privately  negotiated  debt for equity  exchanges with holders
         of its  outstanding  notes and debentures.  During the third  quarter of 2002,  9.0 million  shares of common  stock with a market value of $60
         were exchanged for debt with a total face value of $61 and accrued  interest of $2.  Through the third quarter of 2002,  the Company  exchanged
         33.4 million shares of common stock with a market value of $250 for debt with a total face value of $271 and $7 of accrued  interest.  As a result
         of the completed  exchanges,  the Company recorded a gain from the early  extinguishment  of debt of $3 ($3 net of tax
         or $.02 per share) in the third quarter and $28 ($28 net of tax or $.20 per share) year-to-date.                                                                                                                                                                                                                                                                                                                                     
|  
|   | In April 2002, the FASB issued SFAS No. 145 (SFAS 145),  Recission of FASB  Statements No. 4, 44 and 64,  Amendment of FASB
         Statement  No. 13, and  Technical  Corrections.  Provisions  of SFAS 145 are  effective  for the  Company on January 1, 2003.
         Among other  provisions,  the new standard no longer permits gains or losses from  extinguishment of debt to be reported as an
         extraordinary  item  unless  the  extinguishment  qualifies  as an  extraordinary  item  under the  criteria  of APB 30.  Once
         effective,  SFAS 145  requires  that gains or losses that do not qualify  under APB 30 are  classified  within  income /
         (loss) from  continuing  operations.  Also upon  adoption of the new  standard,  the Company will be required to restate prior
         reporting  by  reclassifying any such  extraordinary  gains or  losses and any related taxes to  income / (loss)  from
         continuing  operations.  Upon adoption in 2003, the Company will reclassify  previously reported  extraordinary gains from the
         early extinguishment of debt to income / (loss) from continuing operations.
|  

|D. | Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The  Company  utilizes  receivable  securitization  agreements  in its  management  of cash  flow  activities.
         The  Companys  current
         agreement,  entered into during 2001,  provides for the accelerated  receipt of cash up to $350 on the available pool of North
         American  receivables.  Receivables are sold without  recourse,  the Company  receives a fee for servicing the receivables and
         the  Company  has no  retained  interest  in the  receivables.  Receivables  securitized  at September 30,  2002 and  December  31,
         2001  were  $195 and  $110,
         respectively.  Amounts under these  securitizations  are reported as a reduction in  receivables in the  Consolidated  Balance
         Sheets.  During the first nine months of 2002 and 2001,  net costs related to the  outstanding  receivable  securitizations  of
         approximately $8 and $11, respectively, were reported as interest expense within the Consolidated Statements of Operations.
|  

|E. | Inventories
|-- | -----------
|  

| | 
| | 
|
|
| | 
| | 
| | 
| | 
| | 
| | 
| | 

10

---

Crown Cork & Seal Company, Inc.

|F. | Debt and Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | At September  30,  2002,  the Company had $2,187 of senior  secured  bank debt due  December 8, 2003,  and a secured term loan of $43 due
         December  16,  2002.  In addition to the bank debt and the term loan,  the Company had $2,168 of  outstanding  notes and debentures,  including
         $195 due April 15, 2003 and $395 due  December  15,  2003.  As of  September  30,  2002,  $199 was  available  under the credit
         facility.  Based on  projections  currently  available,  the Company  believes it
         can pay its  obligations  due in 2002 with cash on hand,  cash  generated from operating  activities,  and borrowings  available
         under the credit facility.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | During the third quarter of 2002, the Company  exchanged 9.0 million shares of its common stock,  with a market value of $60, for certain
         of the Companys  outstanding  notes and debentures  with a total face value of $61 and accrued  interest of $2. These exchanges
         included certain of the notes due September 2002 as described below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | As of June 30, 2002,  the Company had $234 of outstanding  notes with a maturity date of September 1, 2002.  During the third quarter of
         2002, the Company  exchanged  shares of its common stock for $22 face value of these notes and repaid the remaining balance of $212.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | On November 12, 2002, the Companys wholly-owned subsidiary, Constar International Inc. (Constar), filed its most recent amended
registration statement on Form S-1 for a proposed initial public offering of its shares by the Company and a debt offering.
         The proposed  transaction  would  include a sale of approximately 88% of  Constars  shares and would also  include the  repayment of a
         $350 note distributed by  Constar to the Company to be paid upon the  completion of the offering.  The proceeds from the repayment
         of the note and the sale of Constar shares in the offering,  if and when it is consummated,  would first be used to repay the term loan and then to reduce the borrowings
         under the senior  secured  bank debt or to pay notes as they become  due.  There
         can be no assurance that the proposed initial public offering and debt offering will be consummated on the terms outlined above, or at all.                                                                                                                                                           
|  
|   | In order to meet its obligations, improve its financial position and enhance its ability to refinance or extend the maturity of the
bank debt and notes due in December 2003, the Company is reviewing various strategies.  These strategies include (i) completion of the Constar initial
public offering  and debt offering as discussed above, (ii) restructuring the terms of the Companys debt, (iii) generating additional cash from
operations through working capital reductions,   (iv) asset dispositions, (v) issuing debt or equity securities and (vi) entering into asset securitization
programs in Europe. Repayment of the Companys scheduled obligations in 2003 and compliance with the agreements relating to its debt will be dependent
upon the successful implementation of one or more
of these or other strategies for restructuring or refinancing the Companys debt. The Company is in discussions with
financing sources concerning the refinancing of its bank credit facility.  There
can be no assurance, however, that the Company will be able to complete these strategies on a timely basis or on favorable terms.
|  

|G. | Supplemental Cash Flow Information                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Cash  payments,  including  prepayments  for interest,  net of amounts  capitalized,
                 were $225 and $332 during the nine months ended September 30,  2002 and 2001,  respectively.
                 Cash  payments  for income  taxes were $36 and $44 during the nine months ended
                 September 30, 2002 and 2001, respectively.
|  

11

---

Crown Cork & Seal Company, Inc.

|H. | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company uses  derivative  financial  instruments,  including  swaps and  forwards,  to manage  certain  foreign  currency,
         interest  rate and commodity  price  exposures.  With the adoption of SFAS 133 in 2001,  the Company has  recognized  the fair
         values of these instruments  within its Consolidated  Balance Sheets.  At September 30, 2002, the Company had three  cross-currency
         swaps  outstanding  for a notional  value of $700.  The fair value of the euro swap was ($3)  compared to $18 at December  31,
         2001 and was reported in long-term  liabilities  at September 30, 2002.  The aggregate  fair value of $33 for the two sterling swaps at
         September 30,  2002 ($58 at  December  31,  2001)  was  reported  in  non-current  assets.  The fair  values  of other  outstanding
         instruments, a net credit of $7, were reported in current assets and current liabilities.
|  
|   | The Company has designated  its sterling  cross-currency  swaps as cash flow hedges of its long-term U.K.  foreign-denominated
         debt.  The Company has also  designated  foreign  exchange and commodity  forwards as cash flow hedges of certain  anticipated
         foreign exchange and commodity  transactions.  The fair values for the instruments  designated in these hedges are included in
         accumulated  other  comprehensive  income in shareholders  equity and are reclassified  into earnings when the related hedged
         items impact earnings.  The changes in accumulated other  comprehensive  income associated with derivative  hedging activities
         during the nine months ended September 30, 2002 and 2001 were as follows:                                                                                                                                                                           
|  

| | 2002                                                         |  | 2001  |  
| | ------------------------------------------------------------ |  | ----- | -
|
| | Balance at January 1                                         |  | ($  4 | )
| | Transition adjustment upon adoption of SFAS 133 - net of tax |  |       |  
| | Current period changes in fair value - net of tax            |  | (  22 | )
| | Reclassifications to earnings - net of tax                   |  | 26    |  
| |                                                              |  |       |  
| | Balance at September 30                                      |  | $  0  |  
| |                                                              |  |       |  

| | During the next twelve months ending September 30, 2003,  approximately  $2 after-tax is expected to be  reclassified  to earnings.
         The actual  amount  that will be  reclassified  to  earnings  over the next  twelve  months  may vary from this  amount due to
         changing market  conditions.  No amounts were  reclassified to earnings during the first nine months of 2002 in connection with
         forecasted transactions that were no longer considered probable.  In the third quarter of 2002, there was some inefffectiveness
associated with derivatives designated as fair value hedges.  This ineffectiveness was reported within interest expense and was not material.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|I. | Restructuring                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the third  quarter of 2002,  the  Companys  European  division  provided $2 for severance  costs  associated  with the
         closure of a food can plant and the  elimination of a metal closures  operation,  partially offset by a restructuring  credit
         of $1 for the reversal of costs related to a restructuring action provided for during the fourth quarter of 2001.                                                                                                                                                    
|  
|   | During the first quarter of 2002,  the Company  provided $2 for severance  costs in connection
                  with the closing of two crown plants in Europe.                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | During the nine months ended September 30, 2001,  the Company  provided $7 for the costs  associated  with the closure of a U.S.  food can
         plant and for  severance  costs to close a plant in the U.K.  and to reduce  headcount  at three  plants  in  Africa.  Also
         during this period, the Company  recorded a  restructuring  credit of $6 for the reversal of severance  costs
         related to a restructuring charge provided during the second quarter of 2000.                                                       
|  
|   | Remaining  balances in the restructuring reserves  represent  contracts or agreements whereby payments are extended over time. This includes
         agreements with unions and  governmental  agencies related to employees as well as with landlords in lease  arrangements.  The
         balance of the restructuring  reserves (excluding  write-down of assets which is reflected as a reduction of the related asset
         account) is included within  accounts  payable and accrued  liabilities in the Consolidated  Balance Sheets.
|  

12

---

Crown Cork & Seal Company, Inc.

| | The components
         of the restructuring reserve and movements within these components during the first
         nine months of 2002 were as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | Termination                      |  | Other Exit |  
| | -------------------------------- |  | ---------- | -
|
| |                                  |  |            |  
| | Balance as of January 1, 2002    |  | $ 8        |  
| | Provision                        |  | 3          |  
| | Payments made                    |  | (   7      | )
| | Other                            |  |            |  
| |                                  |  |            |  
| | Balance as of September 30, 2002 |  | $ 4        |  
| |                                  |  |            |  
|

| | During the first nine months of 2002, approximately 400 employees were terminated
         under existing restructuring plans, approximately 300 of whom were involved in direct manufacturing operations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|J. | Asset Impairments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During 2001, the Company provided $4 to write-down to fair value certain property, plant and equipment
         whose value was considered to be impaired.  Fair value was based on estimated future cash flows from the related property,
         plant and equipment.  The write-downs were required due to (i) the loss of a customer contract in the U.S. plastics
         operations, (ii) the removal from service of certain machinery in the U.S. and Europe that was
         operating at inefficient levels, and (iii) the reduced market value of a property held for sale in Europe.
|  

|K. | Divestitures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During  the first  quarter  of 2002,  the  Company  completed  the sales of its U.S.  fragrance  pumps  business,  its  European
         pharmaceutical  packaging  business,  and its 15%  shareholding in Crown Nampak (Pty) Ltd. for total net proceeds of $181. A net
         loss of $32 was  recognized  in  connection  with these sales,  including a tax charge of $8.  During the third quarter of 2002,
         the Company  completed  the sale of its  businesses  in Central and East Africa for net proceeds of $17, and recorded a net loss
         of $3 on the sale.  The Companys operations in Zambia were excluded from the sale pending regulatory approval.
|  
|   | As discussed in Note F, Constar filed a  registration  statement  for a proposed  initial  public  offering of its shares by the
         Company.  If and when the transaction is consummated, any remaining ownership interest in Constar will be accounted for
as an investment and will no longer be consolidated.  The instruments governing Constars indebtedness will restrict Constars
ability to declare cash dividends.  Constar had net sales of $550 for the nine months ended September  30, 2002                                                                                                                                                                       
|  

|L. | Contingent Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company is one of many  defendants  in a  substantial  number of lawsuits  filed  throughout  the United States by persons
         alleging  bodily  injury as a result of exposure to  asbestos.  These claims arose from the  insulation  operations  of a U.S.
         company,  the  majority of whose stock the Company  purchased in 1963.  Approximately  90 days after the stock  purchase,  this
         U.S. company sold its insulation operations and was later merged into the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | As of September 30, 2002,  the Companys  accrual for pending and future  asbestos-related
         claims was $268, a decrease of $79 since  December  31, 2001 due to payments  made during the first nine months of 2002.
         The 2002 payments included amounts for claims that were settled in previous years.  The Company  estimates  that its range
         of potential  liability for pending and future  asbestos  claims that are probable and  estimable is between  $268 and $501.
         The accrual of $268 includes $73 for committed settlements that will be paid over time and
approximately $118 for unasserted claims.  Aggregate settlement amounts, including amounts committed to be paid in future periods,
were $50 for claims settled during the first nine months of 2002 and $66, $100 and $92, respectively, for claims settled during
2001, 2000 and 1999.  Assumptions underlying the accrual and the range of potential liability include that claims for exposure to
asbestos that occurred after the sale of the U.S. companys insulation business in 1964 would not be entitled to settlement payouts
and that the Pennsylvania asbestos legislation described below is expected to have a highly favorable impact on the Companys ability
to settle or defend against asbestos-related claims.  The Companys accrual includes estimates for probable costs for claims through
the year 2012.  The upper end of the Companys estimated range of possible asbestos costs of $501 includes claims beyond that date.

13

---

Crown Cork & Seal Company, Inc.

| | While it is not  possible  to predict  the  ultimate  outcome of the  asbestos-related  claims and  settlements,  the  Company
         believes,  after  consultation  with counsel,  that  resolution  of these  matters is not expected to have a material  adverse
         effect on the Companys  financial  position.  The Company  cautions,  however,  that these  estimates for asbestos  cases and
         settlements  are  difficult to predict and may be influenced by many factors.  Accordingly,  these  matters,  if resolved in a
         manner different from the estimate, could have a material adverse effect on the Companys financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | In December 2001, the  Commonwealth  of  Pennsylvania  enacted  legislation  that limits the  asbestos-related  liabilities of
         Pennsylvania  corporations  that are  successors by corporate  merger to companies  involved with  asbestos.  The  legislation
         limits the successors  liability for asbestos to the acquired  companys asset value. The Company has already paid
        significantly more for asbestos claims than the acquired companys asset value.  On June 12, 2002, the Company  received
         a favorable  ruling from the Philadelphia  Court of Common Pleas on the Companys  motion for summary  judgment  regarding the
         376 asbestos-related  cases pending against it in that court (in re Asbestos  Litigation,  October Term 1986, Number 001). The
         plaintiffs  claimed that the legislation was procedurally  inapplicable  and that, if applicable,  it violated due process and
         other clauses of the United States and  Pennsylvania  constitutions. The plaintiffs appeal of that ruling was heard by the
         Supreme Court of Pennsylvania on October 22, 2002, but there has been no decision on the appeal.   For more information see  the
         discussion of the Companys potential liability for asbestos cases under Critical  Accounting  Policies in Part II,
         Item 7:  Managements  Discussion  and Analysis of Financial  Condition and Results of  Operations,  within the
         Companys  Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
|
| | The Company is also subject to various  lawsuits and claims with respect to matters  such as  governmental  and  environmental
         regulations and other actions arising in the normal course of business.  While the impact on future  financial  results is not
         subject to reasonable estimation because considerable uncertainty
         exists,  management believes,  after consultation with counsel, that the ultimate liabilities resulting from such lawsuits and
         claims will not materially affect the consolidated results, liquidity or financial position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

14

---

Crown Cork & Seal Company, Inc.

|M. | Earnings Per Share                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The following table summarizes the basic and diluted earnings / (loss) per common share computations
for the periods ended September 30, 2002 and 2001, respectively:

| | Three Months Ended                                                                                     |  | Nine Months Ended | 
| | ------------------------------------------------------------------------------------------------------ |  | ----------------- | 
|
|
|
| | Earnings / (loss):                                                                                     |  |                   | 
| | Income before extraordinary item
and cumulative effect            of a change in accounting            |  | $68               | 
| | Extraordinary item                                                                                     |  | 3                 | 
| | Cumulative effect of a change in accounting                                                            |  |                   | 
| |                                                                                                        |  |                   | 
| | Net income / (loss)                                                                                    |  | $71               | 
| |                                                                                                        |  |                   | 
| |                                                                                                        |  |                   | 
| |                                                                                                        |  |                   | 
| | Weighted average shares outstanding:                                                                   |  |                   | 
| | Basic                                                                                                  |  | 158.4             | 
| | Dilutive effect of employee stock options                                                              |  | .7                | 
| |                                                                                                        |  |                   | 
| | Diluted                                                                                                |  | 159.1             | 
| |                                                                                                        |  |                   | 
| |                                                                                                        |  |                   | 
| |                                                                                                        |  |                   | 
| | Basic earnings / (loss) per share:                                                                     |  |                   | 
| | Before extraordinary item and cumulative
                  effect            of a change in accounting |  | .43               | 
| | Extraordinary item                                                                                     |  | .02               | 
| | Cumulative effect of a change in accounting                                                            |  |                   | 
| |                                                                                                        |  |                   | 
| | Net income / (loss)                                                                                    |  | $.45              | 
| |                                                                                                        |  |                   | 
| |                                                                                                        |  |                   | 
| |                                                                                                        |  |                   | 
| | Diluted earnings / (loss) per share:                                                                   |  |                   | 
| | Before extraordinary item and cumulative
                  effect            of a change in accounting |  | .43               | 
| | Extraordinary item                                                                                     |  | .02               | 
| | Cumulative effect of a change in accounting                                                            |  |                   | 
| |                                                                                                        |  |                   | 
| | Net income / (loss)                                                                                    |  | $.45              | 
| |                                                                                                        |  |                   | 

| | Common shares  contingently  issueable upon the exercise of stock  options,  amounting to 8.1 and 7.9 million
          shares for the three and nine months ended September 30, 2002, and 13.2 and 9.2 shares for the three and nine  months  ended
          September 30,  2001, were  excluded  from the  computation  of diluted earnings  per share  because the grant  prices of the
          then  outstanding  options  were above the average  market price for the related  periods.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

15

---

Crown Cork & Seal Company, Inc.

|N. | Segment Information
|-- | -------------------

| | The Company maintains three reportable segments,  defined  geographically:  Americas,  Europe and Asia-Pacific.
Each reportable segment is an operating  division within the Company and has a President  reporting  directly to the Chief Executive  Officer.
         Corporate  includes Corporate  Technology and headquarters  costs.  Divisional  headquarter costs are maintained within the
         reportable segments.  The interim segment information is as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Quarter ended September 30,
|---------------------------
|
|
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|
|                           
|                           
|
|
|
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           

| | The following table  reconciles the Companys  segment income to income / (loss) before
                  income taxes, minority  interests, extraordinary  item, and
         cumulative effect of a change in accounting:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Three Months EndedSeptember 30,                                                                                                                              |  | Nine Months EndedSeptember 30, |  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------ | -
|
|
|
| | Total segment income                                                                                                                                         |  | $164                           |  
| | Interest expense                                                                                                                                             |  | 84                             |  
| | Interest income                                                                                                                                              |  | (       2                      | )
| | (Gain) / loss on sale of assets                                                                                                                              |  | 3                              |  
| | Translation and exchange adjustments                                                                                                                         |  | 6                              |  
| |                                                                                                                                                              |  |                                |  
| | Consolidated income / (loss) before income taxes,       minority interests,
        extraordinary item and cumulative       effect of a change in accounting |  | $  73                          |  
| |                                                                                                                                                              |  |                                |  

16

---

Crown Cork & Seal Company, Inc.

PART I - FINANCIAL INFORMATION

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations(in millions, except per share and employee data; per share earnings are quoted as diluted)
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Introduction

The following discussion presents  managements  analysis of the results of operations for the three and nine months ended
         September 30, 2002,  compared to the  corresponding  periods in 2001 and the changes in financial  condition and liquidity from December
         31, 2001.  This  discussion  should be read in  conjunction  with the  consolidated  financial  statements  and notes  thereto
         included in the  Companys  Annual  Report on Form 10-K for the year ended  December  31,  2001,  along with the  consolidated
         financial statements and related notes included in and referred to within this report.

Results of Operations

Net Income and Earnings Per Share

Net income for the quarter  ended  September 30, 2002 was $71 or $.45 per share versus a net loss of $13 or $.10 per share for
         the same period of 2001.  The results for 2002  included a tax credit of $24 or $.15 per share from the  carryback of U.S. tax
         losses,  after-tax  charges of $3 ($.02 per share) for costs related to the Constar  initial public  offering,  an after-tax loss on the
         sale of assets of $3 ($.02 per share),  an  after-tax  charge of $1 ($.01 per share) for a  net restructuring  provision in Europe
         and an  extraordinary  gain of $3 ($.02 per share) for the early  extinguishment  of debt.  Excluding  the items noted  above,
         net income in the third  quarter  of 2002 was $51 ($.32 per  share) compared  to a net loss of $13 ($.10 per share) in the prior
         year period.  The improvement was due primarily to increased  selling prices, a change in accounting that,  beginning in 2002,
         eliminated the  amortization  of goodwill ($.22 per share in the third quarter of 2001),  improved  operating  performance and
         continued  reductions  in costs.  The  improvements  were  partially  offset by higher  pension  expense in the U.S. and lower
         pension income in the U.K.,  lower sales volumes in certain product lines, increased  foreign  exchange losses due to the
         devaluation of certain South American currencies, and a valuation allowance recorded for U.S. tax assets created in 2002.

For the nine months ended  September 30, 2002,  the Company  reported a net loss of $933 or $6.68 per share  compared to a net
         loss of $54 or $.43 per share for the same period in 2001.  The results for 2002  included a noncash  charge of $1,014  ($7.26
         per share) for goodwill impairment,  as discussed in Note B to the consolidated  financial  statements,  an extraordinary gain
         of $28 ($.20 per  share)  for the  early  extinguishment  of debt,  an  after-tax  loss on the sale of assets of $35 ($.25 per
         share), a tax credit of $24 ($.17 per share) from the carryback of U.S. tax losses,  after-tax  charges of $3 ($.02 per share)
         related to the  Constar  initial public offering and  after-tax  charges of $3 ($.02 per share) for  restructuring  provisions.  Included in the results for
         2001 were an  after-tax  gain of $4 ($.03 per  share)  for the  transitional  adjustment  from the  adoption  of SFAS 133,  an
         after-tax  charge of $3 ($.02 per share) for asset  impairments  and  restructuring  provisions  and an after-tax  gain on the
         sales of assets of $1 ($.01 per share).  Excluding  the items above for 2002 and 2001,  net income for the nine months
         ended  September 30 was $70 ($.50 per share) in 2002  compared to a net loss of $56 ($.45 per share) in 2001.  The  improvement for
         the nine months ended  September  30, 2002 was due  primarily to the same factors  outlined  above in the  discussion of third
         quarter results.  The elimination of goodwill amortization contributed $.68 per share to the improvement.

Net Sales

Net sales in the third quarter of $1,892 were $93 or 4.7% below the same period in 2001.  Excluding  the  favorable  impact of
         foreign  currency  translation  of $64, net sales would have  decreased  $157 or 7.9%  compared to the third  quarter of 2001.
         Contributing to this decrease was the impact of divested  operations of $55 and the  pass-through of lower raw material costs and
         net lower  volumes,  partially  offset by  increased  selling  prices.  Net sales for the nine  months  ended  September  30, 2002
         decreased $273 or 4.9%  compared to the same period in 2001.  Excluding the  favorable  impact of  $41 from
         currency  translation  and  the unfavorable  impact of divested  operations of $105,  net sales for the nine months of 2002
         decreased  $209 or 3.8% from 2001
         sales of $5,521.  As a percentage of net sales,  sales from U.S.  operations  accounted for  approximately  35% and 38% of net
         sales in the quarter and for the nine months ended  September  30, 2002  compared to 40% and 41%,  respectively,  for the same
         periods in 2001.  Sales of beverage cans and ends  accounted for  approximately  33% and 34% of net sales in the third quarter
         and first  nine  months of 2002  compared  to 32% for the same  periods  in 2001.  Sales of food cans and ends  accounted  for
         approximately  31% of net sales in the third  quarters of 2002 and 2001 and 28% for the nine
         months ended September 30, 2002 compared to 29% for the same period in 2001.

17

---

Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

An analysis of comparative net sales by operating division follows:

| | Net Sales    |  | Percentage Change
| | ------------ |  | -----------------
|
|
|
|
|
|
| | Americas     |  | $   862          
| | Europe       |  | 944              
| | Asia-Pacific |  | 86               
| |              |  |                  
|
| | $1,892       |  | $1,985           
| |              |  |                  

Excluding  unfavorable  currency  translation of $9 and divested operations of $23, net sales in the Americas division decreased
         in the third quarter of 2002 by $94 or 9.5% versus the same period in 2001.  Excluding  unfavorable  currency translation of $31
         and divested  operations of $56, net sales in the Americas  division for the nine months ended  September 30, 2002  decreased by
         $206 or 7.3% versus the same period in 2001.  The lower sales in 2002 were  primarily due to (i) lower sales unit volumes across
         most product  lines, (ii) the  pass-through  of lower raw  material  costs and (iii) lower sales in Brazil and Argentina due to
         the economic turmoil in those countries;  partially  offset by  increased  selling  prices
         primarily for North  American  beverage cans.

Excluding  favorable currency  translation of $71 and divested operations of $32, net sales for the third quarter of 2002 in the
         European  division  decreased by $7 or 0.8% compared to the same period in 2001.  Excluding  favorable currency
         translation  of $70 and divested  operations  of $49, net sales in the European  division for the nine months ended  September 30,
         2002 decreased by $8 or 0.3% compared to the same period in 2001.  The  decrease in 2002 was  primarily  due to lower sales
         volumes for food and aerosol cans, metal closures, and the  pass-through of lower raw material costs in the plastics  businesses;
         partially offset by higher beverage can and plastic closure volumes and increased selling prices.

Net sales in the Asia-Pacific division,  excluding the impact of favorable currency translation of $2 in the quarter and for the
         nine months ended  September  30, 2002,  decreased by $1 or 1.2% in the quarter and increased by $5 or 2.1% for the nine months.
         The decrease in the quarter was primarily due to lower sales volumes  across most  businesses.  The increase for the nine months
         was primarily due to increased demand for beverage cans in China and throughout Southeast Asia.

18

---

Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

Cost of Products Sold

Cost of products sold,  excluding  depreciation and amortization,  was $1,546 and $4,306,  decreases of $121 and $299, for the
         quarter and nine months ended  September 30, 2002  compared to the same periods in 2001.  As a percentage  of net sales,  cost
         of products  sold was 81.7% and 82.1% for the quarter and nine months  ended  September  30, 2002  compared to 84.0% and 83.4%
         for the same periods in 2001.

Selling and Administrative Expense

Selling and administrative  expenses in the third quarter of 2002 were $81, an increase of $2 or 2.5% above the prior year level
         of $79.  Selling and  administrative  expenses for the nine months ended September 30, 2001 decreased $2 or 0.9% to $233 from $235
         a year  earlier.  The increase in the quarter was primarily due to $3 of costs related to the Constar  initial  public  offering.  The
         decrease for nine months was  primarily  due to lower  headcounts  and a 2001 charge for employee  separation  costs,  partially
         offset by charges for the Constar  offering.  As a percentage of net sales,  selling and  administrative  expenses were 4.3% and
         4.4% for the quarter and year-to-date ended September 30, 2002 compared to 4.0% and 4.3%, respectively,  for the same periods in
         2001.

Restructuring and Asset Impairments

During the third  quarter of 2002,  the  Companys  European  division provided $2 for severance  costs  associated  with the
         closure of a food can plant and the elimination of a metal closures  operation,  partially  offset by a restructuring  credit of
         $1 for the reversal of costs related to a restructuring action provided for during the fourth quarter of 2001.

During the first  quarter of 2002,  the Company  provided $2 for  severance  costs in  connection  with the closing of two crown
         plants in Europe.

During the nine months ended September 30, 2001,  the Company  provided $7 for the costs  associated  with the closure of a U.S.  food can
         plant and for  severance  costs to close a plant in the U.K.  and to reduce  headcount  at three  plants  in  Africa.  Also
         during this period, the Company  recorded a  restructuring  credit of $6 for the reversal of severance  costs
         related to a restructuring charge provided during the second quarter of 2000.

The Company also provided asset impairment  charges of $4 during 2001 to write-down  certain property,  plant and equipment in
         the U.S. and Europe.

Additional  details about  restructuring  activities and asset  impairments are provided in Notes I and J to the  consolidated
         financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Operating Income

Including a pre-tax  restructuring  charge of $1,  operating income was $164 in the third quarter of 2002 compared to $112 for
         the same period in 2001.  Excluding the  restructuring  charge,  operating income as a percentage of net sales in the third quarter
          of 2002 was 8.7% versus 5.6% in the third quarter of 2001.

Operating  income  was $421 in the nine  months  ended  September  30,  2002  compared  to $301 for the same  period  in 2001,
         including pre-tax restructuring charges of $3 and $1 in 2002 and 2001,  respectively,  and pre-tax asset impairment charges of
         $4 in 2001.  Excluding the  restructuring  and asset  impairment  charges,  operating  income as a percentage of net sales was
         8.1% in 2002 versus 5.5% in 2001.

19

---

Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

An analysis of operating income by division follows:

| | Operating Income / (Loss) | 
| | ------------------------- | 
|
|
|
|
|
|
|
| | Americas                  | 
| | Europe                    | 
| | Asia-Pacific              | 
| | Corporate                 | 
| |                           | 
| | $165                      | 
| |                           | 

Americas division operating income,  excluding  restructuring and asset impairment charges,  was 7.9% and 7.4% of net sales in
         the third  quarter  and first  nine  months of 2002  compared  to 4.6% and 4.2% for the same  periods  in 2001.  The improved operating
         margins were primarily due to (i) improved pricing, primarily for beverage cans in North America, (ii) cost reductions, (iii)
         improved plant efficiencies, and (iv) the adoption of SFAS 142 which eliminates the amortization of goodwill.  Goodwill  amortization
in the Americas  division was $9 and
         $29 in the third quarter and first nine months of 2001.  The improved operating margins for the three and nine months ended
          September 30, 2002 were reduced, in part, by lower sales unit volumes across most product lines and increases of $9 and $29
          in noncash pension expense.

Operating income for the European division,  excluding  restructuring and asset impairment charges, was  12.0% and 11.0%
         of net sales in the quarter and nine months  ended  September  30, 2002  compared to 9.0% and 9.6% for the same periods
         in 2001.  The improvement in operating margins was primarily due to the adoption of SFAS 142 which eliminates the amortization of goodwill,
         cost reductions and improved pricing, primarily for food cans.
           Goodwill  amortization  was $19 and $56 for the quarter and nine months ended  September 30, 2001.  The improvement in the quarter
           and nine months ended September 30, 2002 was offset, in part, by a decrease of $10 and $30 in noncash pension income and lower
            sales unit volumes.

Asia-Pacific  division  operating  income was $11 and $29,  or 12.8% and 11.7% of net sales,  respectively,  for the three and
         nine  months  ended  September  30,  2002  compared  to $8 and $19 or 9.4% and 7.9% of net sales,  respectively,  for the same
         periods in 2001.  The  improvement is primarily due to increased  demand for beverage cans in China and  throughout  Southeast
         Asia.

Loss on Sales of Assets

During the first  quarter of 2002,  the  Company  completed  the sales of its U.S.  fragrance  pumps  business,  its  European
         pharmaceutical  packaging  business,  and its 15%  shareholding  in Crown  Nampak (Pty) Ltd. for total net proceeds of $181. A
         net loss of $32 was  recognized  in  connection  with these sales,  including a tax charge of $8.  During the third quarter of
         2002,  the Company  completed  the sale of its  businesses  in Central and East Africa for net proceeds of $17, and recorded a
         net loss of $3 on the sale.  The  Companys  operations in Zambia were  excluded  from the sale pending  regulatory  approval.
         During the first nine months of 2002,  the  Company  sold  various  other  assets for $12 with no net gain or loss.  During the
         first nine months of 2001, the Company sold various assets for $9 and recognized a net gain of $1.

20

---

Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

Net Interest Expense

Net interest expense  decreased $31 and $81,  respectively,  for the three and nine months ended September 30, 2002 versus the
         same periods in 2001,  primarily  due to lower  interest  rates and lower  average debt  outstanding.  The lower  average debt
         outstanding  primarily  reflects the Companys  reduction of its working capital,  proceeds from sales of businesses and, to a
         lesser extent, the early extinguishment of debt through debt for equity exchanges.

Translation and Exchange Adjustments

Translation  and exchange  losses of $6 and $24 for the three and nine months ended  September 30, 2002  included  translation
         losses of $2 and $13,  respectively,  from the currency  devaluation in Argentina.  The remaining losses were primarily due to
         devaluations in Colombia and Brazil.

Taxes on Income

The  effective tax rate for the third  quarter of 2002 was 4.1%.  The low effective  rate was primarily due to a tax credit of
         $24 from the carryback of previous U.S. tax losses.  Excluding  this credit,  the effective  rate was 37.0%.  During the third
         quarter of 2002, the Company  adjusted its tax revenues and valuation  allowances for (i) the reversal of $20 of potential tax
         liabilities due to the completion of audits in the Americas,  (ii) a charge of $20 for a potential  liability  arising from an
         audit in Europe,  (iii) the  recognition  of $8 of tax credits in Europe,  (iv) a charge of $5 to increase the valuation
         allowance for  third quarter U.S. tax losses created in 2002,  and (v) a charge of $4 for potential liabilities arising in the Americas.

The effective  tax rate for the nine months ended  September 30, 2002,  was 43.0%.  The tax expense  includes (i) a tax charge
         of $8 related to a pre-tax loss on asset disposals of $27, primarily due to the non-deductible  write-off of goodwill,  (ii) a
         charge of $20 to increase the valuation allowance for U.S. tax losses created in 2002, (iii) a credit of $24  primarily due to the carryback of U.S.
         losses, and (iv) the third quarter reserve and allowance adjustments noted above.  Excluding these items, the effective tax rate was 33.3%.

Minority Interests, Net of Equity Earnings

The charge for  minority  interests,  net of equity  earnings,  increased  $8 for the nine  months  ended  September  30, 2002
         compared to the same period in 2001.  The increase is primarily due to  increased  profits in the  Companys joint venture beverage  can  operations  in the
         Middle East, China and Vietnam.

Liquidity and Capital Resources

Cash from Operations

Cash of $219 was provided by operations  in the first nine months of 2002 versus $97 used in  operations  over the same period
         in 2001. The improvement was due to (i) improved operating  results,  (ii) reduced interest  payments,  including  prepayments
         made in 2001 in connection with the Companys amended and restated  multicurrency  credit facility and new term loan and (iii)
         the Companys  continued focus on working capital  management.  The Companys working capital  typically  increases during the
         first three quarters of each year and decreases significantly in the fourth quarter.

Cash flow from operations included $85 from the Companys receivables  securitization  programs.
                The Companys North American
                program provides for the accelerated receipt of up to $350 of cash from an available pool of receivables.

21

---

Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

Investing Activities

Investing  activities  provided  cash of $126 during the first nine  months of 2002  compared to a use of $131 in the prior year
         period.  The improvement is due to lower capital spending and $210 of net proceeds received from the sales of the U.S. fragrance pumps business ($100), the
         European  pharmaceutical  packaging  business ($57),  the Companys 15%  shareholding in Crown Nampak (Pty) Ltd. ($24),   the
         businesses in Central and East Africa ($17), and other assets ($12).

Financing Activities

Financing  activities used cash of $567 during the first nine months of 2002,  compared to cash provided of $189 during the same
         period in 2001. The increase in cash flows from operating and investing activities was used to reduce short-term borrowings
         and repay notes that came due in September 2002.

At September  30,  2002,  the Company had $2,187 of senior  secured  bank debt due  December 8, 2003,  and a secured term loan of $43 due
         December  16,  2002.  In addition to the bank debt and the term loan,  the Company had $2,168 of  outstanding  notes and debentures,  including
         $195 due April 15, 2003 and $395 due  December  15,  2003.  As of  September  30,  2002,  $199 was  available  under the credit
         facility.  Based on  projections  currently  available,  the Company  believes it
         can pay its  obligations  due in 2002 with cash on hand,  cash  generated from operating  activities,  and borrowings  available
         under the credit facility.

During the third quarter of 2002, the Company  exchanged 9.0 million shares of its common stock,  with a market value of $60, for certain
         of the Companys  outstanding  notes and debentures  with a total face value of $61 and accrued  interest of $2. These exchanges
         included certain of the notes due September 2002 as described below.

As of June 30, 2002,  the Company had $234 of outstanding  notes with a maturity date of September 1, 2002.  During the third quarter of
         2002, the Company  exchanged  shares of its common stock for $22 face value of these notes and repaid the remaining balance of $212.

On November 12, 2002, the Companys wholly-owned subsidiary, Constar International Inc. (Constar),
                filed its most recent amended
registration statement on Form S-1 for a proposed initial public offering of its shares by the Company and a debt offering.  The proposed  transaction
         would  include a sale of approximately 88% of  Constars  shares and would also  include the  repayment of a
         $350 note distributed by  Constar to
         the Company to be paid upon the  completion of the offering.  The proceeds from the repayment of the note and the sale of Constar shares
         in the offering,  if and when it is consummated,  would first be used to repay the term loan and then to reduce the borrowings
         under the senior  secured  bank debt or to pay notes as they become  due.  The  Company  estimates there will be a loss on the  transaction.
         The actual amount of the loss will depend on the balance sheet position of Constar at the closing
         date and the proceeds received from the sale of the shares.  There
         can be no assurance that the proposed initial public offering and debt offering will be consummated on the terms outlined above, or at all.

In order to meet its obligations, improve its financial position and enhance its ability to refinance or extend the maturity of the
bank debt due in December 2003, the Company is reviewing various strategies.  These strategies include (i) completion of the initial
public offering and debt offering as discussed above, (ii) restructuring the terms of the Companys debt, (iii) generating additional cash from
operations through working capital reductions,   (iv) asset dispostions, (v) issuing debt or equity securities and (vi) entering into asset securitization
programs in Europe. Repayment of the Companys scheduled obligations in 2003 and compliance with the agreements relating to its debt
will be dependent upon the successful implementation of one or more
of these or other strategies for restructuring or refinancing the Companys debt. The Company is in discussions with financing sources
concerning the refinancing of its bank credit facility.  There
can be no assurance, however, that the Company will be able to complete these strategies on a timely basis or on favorable terms.

22

---

Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

Contingent Liabilities

Information  regarding the Companys  contingent  liabilities  appears in Part I within Item 1 of this report on
         pages 13 and 14 under Note L to the consolidated financial statements, which information is incorporated herein by reference.

Recently Issued Accounting Standards

During July 2002, the FASB issued SFAS 146,  Accounting for Costs  Associated with Exit or Disposal  Activities.  Management
         is currently  assessing the details of this standard,  but does not anticipate any material impact on the Companys results of
         operations or financial position.

In June 2001, the FASB issued SFAS 143,  Accounting  for Asset  Retirement  Obligations.  Management is currently  assessing
         the details of this standard and is preparing a plan of implementation.

Information  regarding  these  standards  and others appears  in Part I  within  Item 1 of  this  report  on  page 10
                under  Notes B and C to the
         consolidated financial statements, which information is incorporated by reference.

Other Matters

Declines  during 2002 in equity  markets and interest rates have had a negative  impact on the Companys  pension
         plan liability  and plan assets.  Based on current information  available,  the Company anticipates a charge to shareholders
         equity within a range of approximately $100 to $200 in the fourth quarter of 2002 to adjust the minimum  pension  liability.  The charge to be recorded is subject to changes
         in market conditions experienced through the remainder of the year.  The decline in our plan assets will also have an unfavorable impact
         on our pension expense in 2003.

Forward Looking Statements

Statements  included  herein in  Managements  Discussion  and Analysis of Financial  Condition  and Results of  Operations,
         including,  but not limited to, in the   Financing  Activities  and Recently Issued Accounting Standards sections,  and the
         discussion  of debt and  liquidity  in Note F and the  asbestos  matters in Note L to the  consolidated  financial  statements
         included in this Quarterly  Report on Form 10-Q and also in Part I, Item 1: Business and Item 3: Legal  Proceedings and in
         Part II, Item 7:  Managements  Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations,  within the
         Companys  Annual  Report  on Form  10-K for the  fiscal  year  ended  December  31,  2001,  which  are not  historical  facts
         (including  any  statements  concerning  plans and  objectives of management  for future  operations or economic  performance,
         or assumptions  related  thereto),  are  forward-looking  statements  within the meaning of the federal  securities laws. In
         addition,  the  Company and its  representatives  may from time to time make other oral or written  statements  which are also
         forward-looking statements.

These  forward-looking  statements  are made based  upon  managements  expectations  and  beliefs  concerning  future  events
         impacting the Company and, therefore,  involve a number of risks and uncertainties.  Management cautions that  forward-looking
         statements  are not  guarantees  and that actual  results  could  differ  materially  from those  expressed  or implied in the
         forward-looking statements.

While the Company  periodically  reassesses  material trends and  uncertainties  affecting the Companys results of operations
         and financial  condition in connection with the preparation of  Managements  Discussion and Analysis of Financial  Condition
         and Results of Operations  and certain other  sections  contained in the Companys  quarterly,  annual or other reports filed
         with the  Securities  and  Exchange  Commission  (SEC),  the  Company  does not  intend to review or revise  any  particular
         forward-looking statement in light of future events.

23

---

Crown Cork & Seal Company, Inc.

A discussion of important  factors that could cause the actual results of operations or financial  condition of the Company to
         differ from  expectations  has been set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2001
         within Part II, Item 7; Managements Discussion and Analysis of
         Financial  Condition and Results of Operations under the caption Forward Looking  Statements and is incorporated herein by
         reference.  Some of the factors are also  discussed  elsewhere  in this Form 10-Q and in prior  Company  filings with the SEC.
         In addition, other factors have been or may be discussed from
         time to time in the Companys SEC filings.

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

As of September 30, 2002, except as described in Managements Discussion and Analysis of Financial Condition and
Results of Operations, there have been no significant changes in the Companys financial instrument portfolio or
market risk exposures as presented in the Companys Annual Report on Form 10-K for the year ended December 31, 2001.

|Item 4. | Controls and Procedures
|------- | -----------------------

Within ninety days prior to the date of the filing of this report,  the Company  carried out an  evaluation,  under the  supervision  and
         with the participation of its principal  executive officer and principal  financial officer,  of the effectiveness of the design
         and operation of its disclosure  controls and procedures.  Based on this evaluation,  the Companys  principal executive officer
         and  principal  financial  officer  concluded  that the Companys  disclosure  controls and  procedures  are effective in timely
         alerting it to material  information  required to be included in the Companys periodic SEC reports. It should be noted that the
         design of any system of controls is based in part upon certain  assumptions about the likelihood of future events, and there can
         be no assurance that any design will succeed in achieving its stated goals under all potential future conditions,  regardless of
         how remote.

In addition,  the Company  reviewed its internal  controls,  and there have been no  significant  changes in its internal  controls or in
         other factors that could significantly affect those controls subsequent to the date of their last evaluation.

24

---

Crown Cork & Seal Company, Inc.

PART II - OTHER INFORMATION

|Item 2. | Changes in Securities and Use of Proceeds
|------- | -----------------------------------------

| | c) | During the second and third quarters of 2002, the Company entered into
               privately negotiated debt for equity exchanges with holders of its outstanding notes pursuant to the
               exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
               Information regarding the exchanges appears in Part I within Item I of this report on page 10 under
               Note C and on page 11 under Note F to the consolidated financial statements, which information is
               incorporated herein by reference.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 5. | Other Information
|------- | -----------------

| | None.
| | -----

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

| | a) | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|
|
| |    | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
|
| | b) | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
|
| |    | On August 9, 2002, the registrant filed a Current Report on From 8-K for the following event:                                                                                                                                                                                                                                                                                                                                                                         
|
|
| |    | the Company reported under:                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
|
| |    | Item 9.  Regulation FD Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
|
| |    | that on August 9, 2002, John W. Conway,  Chief Executive  Officer and Alan W. Rutherford,  Chief Financial Officer of
                  Crown Cork & Seal Company,  Inc. each delivered to the Securities and Exchange  Commission  (SEC) a sworn statement
                  pursuant to SEC Order No.  4-460 and a  certification  pursuant to 18 U.S.C.  Section  1350,  as adopted  pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

25

---

Crown Cork & Seal Company, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

| |    
| | ---
| |    
| |    
| |    
| | By:
| |    
| |    

Date:  November 13, 2002

CERTIFICATIONS

|                                 |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                      | 
|-------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|I, John W. Conway, certify that:
|                                
|1.                               | I have reviewed this quarterly report on Form 10-Q of Crown Cork & Seal Company, Inc. (the registrant);                                                                                                                                                                                                                               
|                                
|2.                               | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
     not misleading with respect to the period covered by this quarterly report;
|                                
|3.                               | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
     present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
     for, the periods presented in this quarterly report;                   
|                                
|4.                               | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                           
|                                
|                                 | a)                                                                                                                                                                                                                                                                                                                                       | designed such disclosure  controls and procedures to ensure that material  information  relating to the registrant,  including
              its consolidated subsidiaries,  is made known to us by others within those entities,  particularly during the period
              in which this quarterly report is being prepared;   
|                                
|                                 | b)                                                                                                                                                                                                                                                                                                                                       | evaluated the  effectiveness of the registrants  disclosure  controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the Evaluation Date); and                                                                                                                      
|                                
|                                 | c)                                                                                                                                                                                                                                                                                                                                       | presented in this quarterly report our conclusions  about the  effectiveness  of the disclosure
              controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                            
|                                
|5.                               | The  registrants  other  certifying officer and I have disclosed,
      based on our most recent evaluation, to the registrants
     auditors and the audit committee of the registrants board of directors:                                                                                                                         
|                                
|                                 | a)                                                                                                                                                                                                                                                                                                                                       | all  significant  deficiencies  in the design or operation of internal  controls  which could  adversely  affect the  registrants
             ability to record,  process,  summarize and report financial data and have identified for the  registrants  auditors
             any material weaknesses in internal controls; and
|                                
|                                 | b)                                                                                                                                                                                                                                                                                                                                       | any  fraud,  whether  or not  material,  that  involves  management  or other  employees  who have a  significant  role in the
              registrants internal controls; and                                                                                                                                                    

26

---

Crown Cork & Seal Company, Inc.

|   |                                                                                                                                                                                                                                                                                                                                                                                                           |  | 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|6. | The  registrants  other  certifying  officer and I have indicated in this quarterly  report whether or not there were significant
     changes in internal controls or in other factors that could  significantly  affect internal controls subsequent to the date of
     our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:   November 13, 2002 |                         | /s/ John W. Conway
|------------------------- | ----------------------- | ------------------
|                          | John W. Conway         
|                          | Chief Executive Officer

|                                     |                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                      | 
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|I, Alan W. Rutherford, certify that:
|                                    
|1.                                   | I have reviewed this quarterly report on Form 10-Q of Crown Cork & Seal Company, Inc. (the registrant);                                                                                                                                                                                                                                                                                                
|                                    
|2.                                   | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
     not misleading with respect to the period covered by this quarterly report;                                                                 
|                                    
|3.                                   | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
     present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
     for, the periods presented in this quarterly report;                                                                                    
|                                    
|4.                                   | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                            
|                                    
|                                     | a)                                                                                                                                                                                                                                                                                                                                                                                                        | designed such disclosure  controls and procedures to ensure that material  information  relating to the registrant,  including
              its consolidated subsidiaries,  is made known to us by others within those entities,  particularly during the period
              in which this quarterly report is being prepared;   
|                                    
|                                     | b)                                                                                                                                                                                                                                                                                                                                                                                                        | evaluated the  effectiveness of the registrants  disclosure  controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the Evaluation Date); and                                                                                                                      
|                                    
|                                     | c)                                                                                                                                                                                                                                                                                                                                                                                                        | presented in this quarterly report our conclusions  about the  effectiveness  of the disclosure
              controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                            
|                                    
|5.                                   | The  registrants  other  certifying  officer and I have disclosed,
      based on our most recent evaluation, to the registrants
     auditors and the audit committee of the registrants board of directors:                                                                                                                                                                                         
|                                    
|                                     | a)                                                                                                                                                                                                                                                                                                                                                                                                        | all  significant  deficiencies  in the design or operation of internal  controls  which could  adversely  affect the  registrants
             ability to record,  process,  summarize and report financial data and have identified for the  registrants  auditors
             any material weaknesses in internal controls; and
|                                    
|                                     | b)                                                                                                                                                                                                                                                                                                                                                                                                        | any  fraud,  whether  or not  material,  that  involves  management  or other  employees  who have a  significant  role in the
              registrants internal controls; and                                                                                                                                                    
|                                    
|6.                                   | The  registrants  other  certifying  officer and I have indicated in this quarterly  report whether or not there were significant
     changes in internal controls or in other factors that could  significantly  affect internal controls subsequent to the date of
     our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date:   November 13, 2002 |                         | /s/ Alan W. Rutherford
|------------------------- | ----------------------- | ----------------------
|                          | Alan W. Rutherford     
|                          | Chief Financial Officer

27