EXHIBIT 4


                                                                 EXECUTION COPY
                      AMENDMENT No. 2 dated as of  September  26,  2000,  to the
                           REVOLVING  CREDIT AND  COMPETITIVE  ADVANCE  FACILITY
                           AGREEMENT  dated as of February 4, 1997 (the  "Credit
                           Agreement"), among CROWN CORK & SEAL COMPANY, INC., a
                           Pennsylvania   corporation  ("CCSC"),  the  financial
                           institutions listed on Schedule 2.01 (the "Lenders"),
                           THE CHASE MANHATTAN BANK , as  Administrative  Agent,
                           SOCIETE GENERAL,  as Documentation  Agent and BANK OF
                           AMERICA ILLINOIS, as Syndication Agent.

           A.  CCSC  has  requested  that  the  Lenders  agree to amend  certain
provisions of the Credit Agreement as set forth herein.

           B.  The  undersigned  Lenders  are  willing  so  to amend the  Credit
Agreement pursuant to the terms and subject to the conditions set forth  herein.

           C. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned thereto in the Credit Agreement.

           SECTION  1.  Amendments  to  Section  1.01.  (a)  The  definition  of
                        ------------------------------
"Applicable  Percentage"  in  Section  1.01 of the  Credit  Agreement  is hereby
 ----------------------
deleted and restated in its entirety as follows:

           "Applicable Percentage" shall mean as of any date (i) with respect to
            ---------------------
         the Facility Fees, the applicable  percentage set forth below under the
         caption   "Facility   Fee   Percentage",   (ii)  with  respect  to  any
         Eurocurrency  Loan (other than a Eurocurrency  Competitive  Loan),  the
         applicable  percentage set forth below under the caption  "Eurocurrency
         Spread"  and  (iii)  with  respect  to any  ABR  Loan,  the  applicable
         percentage set forth below under the caption "ABR Spread", in each case
         based upon the ratings by S&P and Moody's, respectively,  applicable on
         such date to the Index Debt:


                                          Eurocurrency   Facility Fee    ABR
                                             Spread       Percentage    Spread
                                             ------       ----------    ------

Category 1
----------
Rating from S&P of BBB- or better             0.850%         0.150%      0%
AND rating from Moody of Baa3 or better
===

Category 2
----------
Either (a) rating from S&P of BBB- or         1.050%         0.200%      0.050%
better and a rating from Moody of Ba1
OR
==
(b) rating from Moody of Baa3 or better
and a rating from S&P of BB+

Category 3
----------
Any rating other than as set forth
in Category 1 or 2                            1.250%         0.250%      0.250%

<PAGE>


For purposes of the foregoing, if the ratings established or deemed to have been
established  by Moody's and S&P for the Index Debt shall be changed  (other than
as a result of a change in the rating  system of Moody's  or S&P),  such  change
shall  be  effective  as of the  date on  which  it is  first  announced  by the
applicable rating agency.  Each change in the Applicable  Percentage shall apply
during the period  commencing on the effective date of such change and ending on
the date  immediately  preceding the effective date of the next such change.  If
the rating system of Moody's or S&P shall change,  or if each such rating agency
shall cease to be in the business of rating corporate debt obligations, CCSC and
the Lenders  shall  negotiate in good faith to amend this  definition to reflect
such changed rating system or the  non-availability  of ratings from such rating
agencies and, pending the  effectiveness  of any such amendment,  the Applicable
Percentage most recently in effect shall continue in effect.

                  (b) The  definition  of "EBIT" in  Section  1.01 of the Credit
Agreement is hereby  Amended by changing the period at the end of the definition
to a comma and adding the additional following clauses:

         plus
         ----
                  (d) for any period of four  consecutive  Fiscal  Quarters that
         includes   the  fiscal   quarter   ended   December   31,   1999,   the
         asbestos-related  charges for such quarter in the approximate amount of
         $106,000,000 (after tax),

         plus
         ----
                  (e) in the  case  of any  period  of four  consecutive  Fiscal
         Quarters that does not include the fiscal  quarter  ended  December 31,
         1999, any  asbestos-related  charges deducted in determining Net Income
         during such period in an amount not to exceed  $35,000,000  (after tax)
         in the aggregate.

                  SECTION 2. Amendment to Section  2.09(b).  Section  2.09(b) is
                             ------------------------------
amended by inserting  after the text "at a rate per annum equal to the Alternate
Base Rate" the text:

         plus the Applicable Percentage per annum.

                  SECTION 3.  Deletion of Section 2.09(e).   Section 2.09(e)  is
                              ----------------------------
deleted in its entirety and replaced with the text:[DELETED]

                  SECTION 4.  Amendment to Section 6.04(a).  Section 6.04(a)  is
                              -----------------------------
amended by replacing the ratio "0.60:1" with the ratio "0.68:1".

                  SECTION 5.  Representations  and  Warranties.   The   Borrower
                              ---------------------------------
represents and warrants to the Administrative Agent, to the Issuing Bank and to
each of the Lenders that:


<PAGE>

                  (a) This  Amendment has been duly  authorized by all necessary
         corporate  and  stockholder  action,  if  required,  and has been  duly
         executed and delivered by the Borrower and constitutes its legal, valid
         and binding obligation, enforceable in accordance with its terms except
         as  such  enforceability  may be  limited  by  bankruptcy,  insolvency,
         reorganization,  moratorium or other similar laws affecting  creditors'
         rights  generally and by general  principles of equity  (regardless  of
         whether such  enforceability is considered in a proceeding at law or in
         equity).

                  (b)  Before and after  giving  effect to this  Amendment,  the
         representations  and  warranties set forth in Article III of the Credit
         Agreement  (other  than  representations  and  warranties  set forth in
         Section  3.06) are true and correct in all material  respects  with the
         same  effect as if made on the date  hereof,  except to the extent such
         representations and warranties expressly relate to an earlier date.

                  (c) Before and after giving effect to this Amendment, no Event
         of Default or Default has occurred and is continuing.

                  SECTION 6. Conditions to  Effectiveness.  This Amendment shall
                             -----------------------------
become  effective  as of the date first above  written  when the  Administrative
Agent  shall have  received  counterparts  of this  Amendment  that,  when taken
together, bear the signatures of the Borrower and the Required Lenders.

                  SECTION 7.  Applicable Law.   THIS AMENDMENT SHALL BE GOVERNED
                              ---------------
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 8.  Counterparts.  This  Amendment  may be executed in
                              -------------
counterparts (and by different parties hereto on different  counterparts),  each
of which shall constitute an original but all of which when taken together shall
constitute a single contract. Delivery of an executed counterpart of a signature
page of this  Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment.


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed by their respective  authorized officers as of the
day and year first written above.






                                   CROWN CORK & SEAL COMPANY, INC.,

                                   by   /s/  Timothy J. Donahue
                                        ------------------------
                                       Name:  Timothy J. Donahue
                                       Title: Senior Vice President - Finance


<PAGE>

                                   THE CHASE MANHATTAN BANK, individually and as
                                   Administrative Agent,

                                   by  /s/ Gail Weiss
                                       -------------------------
                                       Name:   Gail Weiss
                                       Title:  Vice President


                                   SOCIETE   GENERALE,  individually   and    as
                                   Documentation Agent,

                                   by  /s/ Jerry Parisi
                                       -------------------------
                                       Name:  Jerry Parisi
                                       Title: Managing Director


                                   BANK OF AMERICA ILLINOIS, individually and as
                                   Syndication Agent,

                                   by  /s/ John W. Pocalyko
                                       -------------------------
                                      Name:  John W. Pocalyko
                                      Title: Managing Director


<PAGE>


                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000






To Approve the Amendment:




Name of Institution             ABN AMRO Bank N.V.
                                ------------------

      by  /s/ Dean P. Giglio                 /s/ John W. Deegan
          ---------------------              --------------------
          Name:  Dean P. Giglio              John W. Deegan
          Title: Vice President              Group Vice President



<PAGE>

                                                        SIGNATURE PAGE TO
                                                   AMENDMENT, DATED AS OF
                                                       SEPTEMBER 26, 2000


To Approve the Amendment:




Name of Institution               Royal Bank of Canada
                                  --------------------

                             by  /s/ Tom J. Oberaigner
                                 -------------------------
                                 Name:  Tom J. Oberaigner
                                 Title: Senior Manager




<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution          Credit Suisse First Boston
                             --------------------------

             by  /s/ Robert N. Finney            /s/ Jay Chall
                 -----------------------         ----------------
                 Name:  Robert N. Finney         Jay Chall
                 Title: Managing Director        Director




<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution     Banca Commerciale Italiana - New York Branch
                        --------------------------------------------

                                by  /s/ J. Dickerhof
                                    -------------------------
                                    Name:  J. Dickerhof
                                    Title: Vice President

                                    /s/ Frank Maffei
                                    --------------------------
                                    Name:  Frank Maffei
                                    Title: Authorized Signature



<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000

To Approve the Amendment:



Name of Institution               Citibank, N.A.
                                  --------------

                           by  /s/ Prakash M. Chonkar
                               -------------------------
                               Name:  Prakash M. Chonkar
                               Title: Managing Director


<PAGE>
                                                         SIGNATURE PAGE TO
                                                    AMENDMENT, DATED AS OF
                                                        SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution                Mellon Bank, N.A.
                                   -----------------

                              by  /s/ Maria N. Sisto
                                  ----------------------
                                  Name:  Maria N. Sisto
                                  Title: Vice President



<PAGE>
                                                         SIGNATURE PAGE TO
                                                    AMENDMENT, DATED AS OF
                                                        SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution               First Union National Bank
                                  -------------------------


                               by  /s/ Stasia H. Whiteman
                                   -------------------------
                                   Name:  Stasia H. Whiteman
                                   Title: Vice President



<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution               Northern Trust Company
                                  ----------------------

                              by  /s/  Donald D. Dabisch
                                  -------------------------
                                  Name:  Donald D. Dabisch
                                  Title: Vice President



<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution          The Industrial Bank of Japan, Limited
                             -------------------------------------

                                 by /s/ J. Kenneth Biegen
                                    -------------------------
                                    Name:  J. Kenneth Biegen
                                    Title: Senior Vice President



<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:


Name of Institution               Suntrust Bank
                                  -------------

                             by /s/ W. David Wisdom
                                -----------------------
                                Name:  W. David Wisdom
                                Title: Vice President


<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution             Erste Bank New York Branch
                                  --------------------------

                              by  /s/ Rima Terradista
                                  -------------------------
                                  Name:  Rima Terradista
                                  Title: Vice President

                                  /s/ John S. Runnlon
                                  -------------------------
                                  Name:  John S. Runnlon
                                  Title: First Vice President


<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:


Name of Institution                Standard Chartered Bank
                                   -----------------------


                                 by /s/ Peter G. R. Dodds
                                    --------------------------
                                    Name:  Peter G. R. Dodds
                                    Title: Senior Credit Officer

                                   /s/ Lalita Vadhri
                                   -------------------------
                                   Name:  Lalita Vadhri
                                   Title: Vice President



<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:


Name of Institution       Dai-Ichi Kangyo Bank, LTD, New York Branch
                          ------------------------------------------

                              by /s/ Robert Gallagher
                                 -------------------------
                                 Name:  Robert Gallagher
                                 Title: Vice President
                                        Corporate Finance Dept.


<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000



To Approve the Amendment:



Name of Institution          Morgan Guaranty Trust Co. of NY
                             -------------------------------

                             by  /s/ Robert Bottamedi
                                 -------------------------
                                 Name:  Robert Bottamedi
                                 Title: Vice President


<PAGE>



                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution               CIBC World Markets
                                  ------------------

                               by  /s/  Carol Kizzia
                                   -------------------------
                                   Name:  Carol Kizzia
                                   Title: Managing Director
                                          CIBC World Markets Corp., As Agent



<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution               San Paolo IMI Bank SPA
                                  ----------------------

                                by  /s/ Carlo Persico
                                    ---------------------
                                    Name:  Carlo Persico
                                    Title: D.A.M.


                                   /s/ Robert Wurster
                                   ----------------------
                                   Name:  Robert Wurster
                                   Title: V. P.
<PAGE>



                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution          Credit Agricole Indosuez
                             ------------------------

              by  /s/ Rene Le Blanc            /s/ Michael G. Haggerty
                  ---------------------        -------------------------
                  Name:  Rene Le Blanc         Michael G. Haggerty
                  Title: V. P.,                Vice President
                         Sr. Rel. Mgr.



<PAGE>
                                                         SIGNATURE PAGE TO
                                                    AMENDMENT, DATED AS OF
                                                        SEPTEMBER 26, 2000



To Approve the Amendment:



Name of Institution   Banca Nazionale Del Lavoro S.p.A., New York Branch
                      --------------------------------------------------

                              by  /s/ Frederic W. Hall
                                  -------------------------
                                  Name:  Frederic W. Hall
                                  Title: Vice President


                              by  /s/ Leonardo Valentini
                                  -------------------------
                                  Name:  Leonardo Valentini
                                  Title: First Vice President


<PAGE>
                                                       SIGNATURE PAGE TO
                                                  AMENDMENT, DATED AS OF
                                                      SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution                The Bank of New York
                                   --------------------

                               by  /s/ Walter C. Parelli
                                   -------------------------
                                   Name:  Walter C. Parelli
                                   Title: Vice President



<PAGE>
                                                         SIGNATURE PAGE TO
                                                    AMENDMENT, DATED AS OF
                                                        SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution       Paribas as Successor in Interest
                            to Banque Nationale de Paris
                          --------------------------------

           by  /s/ Richard Pace                 /s/Nanette Baudon
               -------------------------        --------------------
               Name:  Richard Pace              Nanette Baudon
               Title: Vice President,           Vice President
                      Corporate Banking Division


<PAGE>


                                                         SIGNATURE PAGE TO
                                                    AMENDMENT, DATED AS OF
                                                        SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution               Fleet National Bank
                                  f/k/a BankBoston N. A.
                                  ------------------------

                            by  /s/ William F. Hamilton
                                -------------------------
                                Name:  William F. Hamilton
                                Title: Director



<PAGE>


                                                         SIGNATURE PAGE TO
                                                    AMENDMENT, DATED AS OF
                                                        SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution               Deutsche Bank
                                  -------------

                           by  /s/ Stephan Peetzer
                               ---------------------
                               Name:  Stephan Peetzer
                               Title: Director


                           by  /s/ Robert W. Casey, Jr.
                               -------------------------
                               Name:  Robert W. Casey, Jr.
                               Title: Managing Director



<PAGE>
                                                         SIGNATURE PAGE TO
                                                    AMENDMENT, DATED AS OF
                                                        SEPTEMBER 26, 2000


To Approve the Amendment:



Name of Institution               The Sumitomo Bank, Limited
                                  --------------------------

                              by  /s/ C. Michael Garrido
                                  -------------------------
                                  Name:  C. Michael Garrido
                                  Title: Senior Vice President