================================================================================


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, 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, 1998

[   ] 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             (I.R.S. Employer Identification No.)
 of incorporation or organization)

   One Crown Way, Philadelphia, PA.                     19154-4599
(Address of principal executive offices)                (Zip Code)

                                  215-698-5100
              (Registrant=s telephone number, including area code)


Indicated  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 122,337,398 shares of Common Stock outstanding as of October 31,1998.


================================================================================


<PAGE>
                       


                         Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

                       CONSOLIDATED STATEMENTS OF INCOME
                      (In millions except per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------

Three months ended September 30,                                                     1998         1997
--------------------------------------------------------------------------------------------------------
<S>                                                                             <C>          <C>    


Net sales                                                                       $   2,291.0  $   2,341.3
                                                                                -----------  -----------
Cost, expenses & other income
  Cost of products sold, excluding depreciation and amortization                    1,803.7      1,835.9
  Depreciation and amortization                                                       133.9        136.6
  Selling and administrative expense                                                   91.1        102.8
  Provision for restructuring                                                         186.6         66.6
  Gain on sale of assets                                                                            (3.9)
  Interest expense                                                                    102.2         95.2
  Interest income                                                                     (12.4)       (10.7)
  Translation and exchange adjustments                                                  7.8          3.2
                                                                                -----------  -----------
                                                                                    2,312.9      2,225.7
                                                                                -----------  -----------


Income before income taxes                                                            (21.9)       115.6

Provision for income taxes                                                             (3.8)        35.3
Minority interests, net of  equity earnings                                            (3.0)         5.0
                                                                                -----------  -----------

Net income                                                                            (21.1)        85.3

Preferred stock dividends                                                               4.1          5.9
                                                                                -----------  -----------

Net income available to common shareholders                                    ($      25.2) $      79.4
                                                                                ===========  ===========

Earnings per average common share:
                  Basic                                                        ($       .20) $       .62
                                                                                ===========  ===========
                  Diluted                                                      ($       .20) $       .61
                                                                                ===========  ===========
Dividends per common share                                                      $       .25  $       .25
                                                                                ===========  ===========
Weighted average common shares outstanding:
                  Basic                                                               123.7        128.3
                  Diluted                                                             131.6        140.1
--------------------------------------------------------------------------------------------------------
</TABLE>

Certain prior year balances have been reclassified to improve comparability.

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

                                       2

<PAGE>

                        Crown Cork & Seal Company, Inc.


                       CONSOLIDATED STATEMENTS OF INCOME
                      (In millions except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------

Nine months ended September 30,                                                      1998         1997
--------------------------------------------------------------------------------------------------------
<S>                                                                             <C>         <C>   

Net sales                                                                       $   6,428.4  $   6,565.2
                                                                                -----------  -----------
Cost, expenses & other income
  Cost of products sold, excluding depreciation and amortization                    5,033.1      5,166.3
  Depreciation and amortization                                                       406.6        414.8
  Selling and administrative expense                                                  281.9        311.3
  Provision for restructuring                                                         186.6         66.6
  Gain on sale of assets                                                                           (38.1)
  Interest expense                                                                    300.1        281.8
  Interest income                                                                     (32.2)       (27.4)
  Translation and exchange adjustments                                                 15.3          6.0
                                                                                -----------  -----------
                                                                                    6,191.4      6,181.3
                                                                                -----------  -----------

Income before income taxes                                                            237.0        383.9


Provision for income taxes                                                             88.5        125.2
Minority interests, net of  equity earnings                                            (2.2)        (2.4)
                                                                                -----------  -----------

Net income                                                                            146.3        256.3

Preferred stock dividends                                                              13.3         17.6
                                                                                -----------  -----------

Net income available to common shareholders                                     $     133.0  $     238.7
                                                                                ===========  ===========

Earnings per average common share:
                  Basic                                                         $      1.06  $      1.86
                                                                                ===========  =========== 
                  Diluted                                                       $      1.06  $      1.83
                                                                                ===========  ===========
Dividends per common share                                                      $       .75  $       .75
                                                                                ===========  ===========
Weighted average common shares outstanding:
                  Basic                                                               125.1        128.5
                  Diluted                                                             134.0        140.4
--------------------------------------------------------------------------------------------------------
</TABLE>

Certain prior year balances have been reclassified to improve comparability.

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

                                       3

<PAGE>
               
                        Crown Cork & Seal Company, Inc.


                    CONSOLIDATED BALANCE SHEETS (Condensed)
                      (In millions except per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                                                September 30,  December 31,
                                                                                    1998          1997
------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>            <C>   


Assets
Current assets
   Cash and cash equivalents                                                    $      241.5   $      205.6
   Receivables                                                                       1,841.6        1,353.5
   Inventories                                                                       1,466.4        1,387.5
   Prepaid expenses and other current assets                                           208.9          200.6
                                                                                ------------   ------------ 
                 Total current assets                                                3,758.4        3,147.2
                                                                                ------------   ------------

Long-term notes and receivables                                                         46.7           65.0
Investments                                                                             88.1           89.5
Goodwill, net of amortization                                                        4,662.0        4,625.2
Property, plant and equipment                                                        3,685.5        3,663.9
Other non-current assets                                                               849.0          714.9
                                                                                ------------   ------------
                 Total                                                          $   13,089.7   $   12,305.7
                                                                                ============   ============
                                                                                
Liabilities and shareholders' equity
Current liabilities
   Short-term debt                                                              $    2,487.6   $    1,385.4
   Current portion of long-term debt                                                   398.0          399.3
   Accounts payable and accrued liabilities                                          2,285.3        2,236.7
   United States and foreign income taxes                                               60.7           27.9
                                                                                ------------   ------------
                 Total current liabilities                                           5,231.6        4,049.3
                                                                                ------------   ------------

Long-term debt, excluding current maturities                                         3,192.1        3,301.4
Postretirement and pension liabilities                                                 710.7          711.7
Other non-current liabilities                                                          465.6          431.3
Minority interests                                                                     275.9          282.8
Shareholders' equity                                                                 3,213.8        3,529.2
                                                                                ------------   ------------                        
              Total                                                             $   13,089.7   $   12,305.7
                                                                                ============   ============                
                                                                                
Book value per common share                                                     $      24.69   $      25.26
------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                     
                                        4

<PAGE>
                        Crown Cork & Seal Company, Inc.


               CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Nine months ended September 30,                                                      1998       1997
-----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>    
Cash flows from operating activities
    Net  income                                                                 $   146.3  $   256.3
    Depreciation and amortization                                                   406.6      414.8
    Provision for restructuring                                                     126.9       43.3
    Gain on sale of assets                                                                     (27.6)
    Change in assets and liabilities, other than debt, net of
       businesses acquired                                                         (613.5)    (620.2)
                                                                                ---------  ---------  
        Net cash provided by operating activities                                    66.3       66.6
                                                                                ---------  ---------
Cash flows from investing activities
    Capital expenditures                                                           (342.1)    (343.3)
    Acquisition of businesses, net of cash acquired                                 (31.0)     (10.0)
    Proceeds from sale of property, plant and equipment                              32.8       34.0
    Proceeds from sale of businesses                                                 31.8       90.0
    Other, net                                                                      (18.6)      (5.9)
                                                                                ---------  ---------
        Net cash used in investing activities                                      (327.1)    (235.2)
                                                                                ---------  ---------
Cash flows from financing activities
    Proceeds from long-term debt                                                      5.4       24.7
    Repayment of long-term debt                                                    (146.0)    (264.2)
    Net change in short-term debt                                                   999.6      578.9
    Stock repurchased                                                              (461.8)     (17.2)
    Dividends paid                                                                 (108.4)    (114.0)
    Common stock issued                                                              13.8        8.9
    Minority contributions, net of dividends paid                                    (2.3)       4.5
                                                                                ---------  ---------
        Net cash provided by financing activities                                   300.3      221.6
                                                                                ---------  ---------
Effect of exchange rate changes on cash and cash equivalents                         (3.6)     (16.1)

Net change in cash and cash equivalents                                              35.9       36.9
Cash and cash equivalents at beginning of period                                    205.6      160.4
                                                                                ---------  ---------
Cash and cash equivalents at end of period                                      $   241.5  $   197.3
                                                                                =========  =========

-----------------------------------------------------------------------------------------------------
                                                                                     1998       1997
-----------------------------------------------------------------------------------------------------
Schedule of non-cash investing activities:
    Acquisition of businesses:
      Fair value of assets acquired                                             $    74.5  $    70.0
      Note Payable                                                                             (60.0)
      Liabilities assumed                                                           (43.5)
                                                                                ---------  ---------                    
                     Cash Paid                                                  $    31.0  $    10.0
                                                                                =========  =========
-----------------------------------------------------------------------------------------------------    
</TABLE>

Certain prior year balances have been reclassified to improve comparability.

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

                                       5

<PAGE>



                        Crown Cork & Seal Company, Inc.

                                                                   
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                    |                                                        Accumulated
                                                    |                                                        Other
                               Comprehensive Income |Preferred  Common    Paid-In     Retained    Treasury   Comprehensive
                              Quarter  Year-To-Date |Stock      Stock     Capital     Earnings    Stock      Income          Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>        <C>        <C>       <C>         <C>         <C>        <C>           <C>
Balance at December 31, 1997                        |$520.8     $779.0    $1,560.7    $1,327.2    ($137.0)   ($521.5)      $3,529.2
Net income                   ($ 21.1)     $146.3    |                                    146.3                                146.3
Translation adjustments        125.7        93.9    |                                                           93.9           93.9
                              ------      ------    |
Comprehensive income          $104.6      $240.2    |
                              ======      ======    |
Dividends declared:                                 |
    Common                                          |                                    (94.3)                               (94.3)
    Preferred                                       |                                    (13.3)                               (13.3)
Stock repurchased                                   |(169.9)                (260.3)                 (31.6)                   (461.8)
Common stock issued                                 |                         11.5                    2.3                      13.8
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1998                       |$350.9     $779.0    $1,311.9    $1,365.9    ($166.3)    ($427.6)     $3,213.8
====================================================================================================================================
                                                    |                                                        Accumulated
                                                    |                                                        Other
                               Comprehensive Income |Preferred  Common    Paid-In     Retained    Treasury   Comprehensive
                              Quarter  Year-To-Date |Stock      Stock     Capital     Earnings    Stock      Income          Total
----------------------------------------------------------------------------------------------------------------------------------- 
Balance at December 31, 1996                        |$520.8     $779.0    $1,567.3    $1,185.0    ($136.9)   ($351.9)      $3,563.3
Net income                    $85.3       $256.3    |                                    256.3                                256.3
Translation adjustments        (3.5)      (140.7)   |                                                        (140.7)         (140.7)
                              -----       ------    |
Comprehensive income          $81.8       $115.6    |
                              =====       ======    |    
Dividends declared:                                 |                                                                          
    Common                                          |                                    (96.4)                               (96.4)
    Preferred                                       |                                    (17.6)                               (17.6)
Stock repurchased                                   |                        (15.6)                  (1.6)                    (17.2)
Common stock issued                                 |                          7.6                    1.3                       8.9
----------------------------------------------------|-------------------------------------------------------------------------------
Balance at September 30, 1997                       |$520.8    $779.0     $1,559.3    $1,327.3    ($137.2)    ($492.6)     $3,556.6
====================================================================================================================================
</TABLE>
Certain prior year balances have been reclassified to improve comparability.

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

                                       6

<PAGE>


                        Crown Cork & Seal Company, Inc.
                                                              

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In millions, except per share data)
                                  (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  necessary  to present
         fairly the financial position of Crown Cork & Seal Company,  Inc. as of
         September 30, 1998,  and the results of its  operations  and cash flows
         for the periods ended September 30, 1998 and 1997, 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 financial statements and notes thereto incorporated by reference in
         the Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1997.

B.       Earnings Per Share
         ------------------

         The  following  table  summarizes  the basic and diluted  earnings  per
         common share  computations for the periods ended September 30, 1998 and
         1997, respectively:
  <TABLE>
<CAPTION>
                                                        1998                                 1997
                                            --------------------------           --------------------------
                                                       Average                              Average
        Quarter                             Income      Shares     EPS           Income      Shares     EPS
        -------                             --------------------------           --------------------------                        
        <S>                                 <C>        <C>       <C>             <C>        <C>       <C>

        Net income                          ($ 21.1)                             $85.3
           Less:
              Preferred dividends             ( 4.1)                              (5.9)
                                             ------                               -----
        Basic EPS                           ($ 25.2)    123.7    ($ .20)          79.4       128.3     $ .62
        
        Potentially dilutive securities:
              Stock options                                                                     .5
              Assumed preferred
                 stock conversion                         7.9                      5.9        11.3
                                             ------     -----                    -----       -----                                
        Diluted EPS                         ($ 25.2)    131.6    ($ .20)*        $85.3       140.1     $ .61
                                             ======     =====                    =====       =====
                                                                                                                

                                                        1998                                 1997
                                            --------------------------           --------------------------                       
                                                       Average                              Average
      Year-to-date                          Income      Shares     EPS           Income      Shares     EPS
      ------------                          --------------------------           --------------------------                     

        Net income                           $146.3                              $256.3
           Less:
             Preferred dividends              (13.3)                              (17.6)
                                             ------                              ------                                          
        Basic EPS                             133.0     125.1     $1.06           238.7      128.5     $1.86
                                             
        Potentially dilutive securities:
             Stock options                                 .2                                   .6
              Assumed preferred
                 stock conversion                         8.7                      17.6       11.3
                                             ------     -----                    ------      -----                                
        Diluted EPS                          $133.0     134.0     $1.06*         $256.3      140.4     $1.83
                                             ======     =====                    ======      =====
<FN>
          *1998 diluted E.P.S. is the same as Basic E.P.S. due to the
          anti-dilutive effect from the assumed conversion of the preferred 
          stock and the addback of preferred dividends.
</FN>
</TABLE>
                                       7
<PAGE>
                        Crown Cork & Seal Company, Inc.


C.        Inventories
          -----------

                        --------------------------------------------------------

                                                  September 30,     December 31,
                                                     1998              1997
                        --------------------------------------------------------

                        Finished goods            $  592.4          $  560.5
                        Work in process              215.1             187.3
                        Raw  materials               441.3             467.6
                        Supplies and repair parts    217.6             172.1
                                                  --------          --------
                                                  $1,466.4          $1,387.5   
                                                  ========          ========   
                                                                     

   D.    Restructuring
         -------------

         During the third quarter of 1998, the Company  provided  $186.6 ($126.9
         after-tax  or $ .96 per diluted  share) for the costs  associated  with
         closing  twelve plants and  reorganizing  three plants  throughout  the
         Company.  These costs comprised severance pay and benefits,  write-down
         of  assets,  lease  termination  and  other  exit  costs.  The  cost of
         providing severance pay and benefits for the reduction of approximately
         2,700  employees,  7% of the  then  current workforce, is $99.0  and is
         primarily a cash  expense.  Employees  to be  terminated  will  include
         employees at each plant to be closed or reorganized  including salaried
         employees and employees of the  respective  unions  represented at each
         plant  site.  The  cost   associated  with  the  write-down  of  assets
         (principally property, plant and equipment) is $67.0 and has been
         reflected  as a  reduction  in  the carrying value of the Company's
         assets.  Lease  termination and other exit costs are $20.6 and
         are  primarily  cash  expenses.   The Company anticipates that the
         restructuring  actions will generate after-tax savings of approximately
         $64  ($.48  per  diluted  share)  on an  annualized  basis  when  fully
         implemented.  This rationalization of less efficient capacity follows a
         series of productivity-related investments in the Company's plants over
         the past several years.

         During the third  quarter of 1997,  the Company  provided  $66.6 ($43.3
         after taxes or $.31 per diluted share) for the costs  associated with a
         plan to improve the structure of its polyethylene terephthalate ("PET")
         plastic beverage container business in the United States by closing and
         reorganizing  six  manufacturing  locations  in its CONSTAR  subsidiary
         along with  other,  non-PET,  restructuring  activities,  primarily  in
         Europe.   Annual  savings   relating  to  these  actions,   when  fully
         implemented,  are  expected to be  approximately  $20 ($.14 per diluted
         share).

         The Company has incurred  restructuring  and exit costs relative to the
         acquisition  of  CarnaudMetalbox   (CMB).   Affected  by  the  plan  of
         restructuring  were forty  plants and regional  administrative  offices
         which  were  closed  and an  additional  fifty-two  plants  which  were
         reorganized.  Since  commencement  of the  plan of  restructuring,  the
         Company determined  alternative sites for manufacture and qualified the
         new   manufacturing   sites  with   customers.   The  Company   accrued
         approximately  $534 for the costs  associated  with  restructuring  CMB
         operations  and  allocated  such costs to the purchase  price of CMB in
         accordance   with  purchase   accounting   requirements.   These  costs
         comprised;  severance  pay and benefits,  write-down  of assets,  lease
         termination and other exit costs.  The cost of providing  severance pay
         and benefits for the  reduction of  approximately  6,500  employees was
         approximately $257 and was primarily a cash expense.  The write-down of
         assets  (principally  property,  plant and equipment) was approximately
         $217 and has been reflected as a reduction in the carrying value of the
         Company's  assets.  Lease  termination and other exit costs,  primarily
         repayments of government grants and subsidies,  were  approximately $60
         and were primarily cash expenses.  The restructuring  costs recorded in
         
                                       8

<PAGE>
                        Crown Cork & Seal Company, Inc.


         connection  with  the CMB  acquisition  included  a  $95  restructuring
         charge announced in 1996 by  CarnaudMetalbox  Asia,  Ltd., a subsidiary
         of  the  Company.  Remaining  balances  in  the  restructuring  reserve
         primarily  relate to employee termination  agreements.  Such agreements
         are made with the respective union or with the local governmental body,
         whereby a  portion of  the employee severance is paid when the employee
         is  terminated and the remaining  portion is paid  out over  an  agreed
         period. 

         The Company anticipates that the  plan of restructuring  CMB operations
         will generate annual cost savings of approximately $160($105 after-tax)
         on a  full year basis.  Capital expenditures of approximately $100 were
         made to expand  and  upgrade other facilities to  minimize the  adverse
         effects  of  the  restructuring  on  existing  business  and   customer
         relationships.

         The balance of the restructuring  reserves (excluding the write-down of
         assets which is reflected as a reduction of the related asset  account)
         is  included  within  accounts  payable  and  accrued  liabilities. The
         components of the restructuring reserve are as follows:
<TABLE>
<CAPTION>
                                    Opening                                       Transfer       Ending
                                    Balance         1998             1998         against        Balance
                                    1/1/98        Provision        Activity        assets        9/30/98
                                    --------------------------------------------------------------------
         <S>                        <C>           <C>             <C>             <C>            <C>    

         Employee costs             $119.5         $ 99.0         ($ 88.1)                       $130.4
         Writedown of assets                         67.0                         (  67.0)
         Lease termination
           and other exit costs       35.8           20.6         (  32.5)                         23.9
                                    ------         ------          ------          ------        ------                        
                                    $155.3         $186.6         ($120.6)        ($ 67.0)       $154.3
                                    ======         ======          ======          ======        ======
</TABLE>



         The foregoing  restructuring charges and related cost savings represent
         the Company's best estimates, but necessarily make numerous assumptions
         with  respect to industry  performance,  general  business and economic
         conditions,  raw materials and product  pricing  levels,  the timing of
         implementation of the restructuring and related employee reductions and
         facility  closings  and other  matters,  many of which are  outside the
         Company's control.  The Company's estimates of cost savings,  which are
         unaudited, are not necessarily indicative of future performance,  which
         may be significantly more or less favorable than as set forth above and
         is  subject  to the  considerations  described  herein on page 20 under
         "Forward-Looking  Statements" within Item 2 - "Management's  Discussion
         and  Analysis  of  Results  of  Operations  and  Financial  Condition".
         Shareholders are cautioned not to place undue reliance on the estimates
         or  the  underlying   assumptions  and  should   appreciate  that  such
         information  may not  necessarily  be updated to reflect  circumstances
         existing  after  the  date  hereof  or to  reflect  the  occurrence  of
         unanticipated events.

                                       9
<PAGE>
                        Crown Cork & Seal Company, Inc.


   E.    New Reporting and Disclosure Requirement
         ----------------------------------------

         Commencing  January 1, 1998, the Company adopted Statement of Financial
         Accounting   Standards  ("SFAS")  No.  130,  "Reporting   Comprehensive
         Income",  issued in June 1997.  SFAS No.130  establishes a standard for
         reporting and displaying comprehensive income and its components within
         the financial  statements.  Comprehensive  income includes  charges and
         credits  to  equity  that  are  not the  result  of  transactions  with
         shareholders.  Comprehensive  income is  composed of two subsets - "net
         income" and "other  comprehensive  income".  Included in  comprehensive
         income,  for  the  Company,  are  net  income,  cumulative  translation
         adjustments  required under SFAS No. 52 and minimum  pension  liability
         adjustments required under SFAS No. 87. The adjustments for translation
         and minimum  pension  represent  "other  comprehensive  income" and are
         accumulated  within the  Statement  of  Shareholders'  Equity under the
         caption "Accumulated Other Comprehensive Income".

         As of September  30, 1998 and  September  30, 1997,  accumulated  other
         comprehensive   income  (loss),   as  reflected  in  the   consolidated
         statements of changes in shareholders' equity, comprised the following:

                                                September 30,     September 30,
                                                    1998              1997
                                                -------------     -------------

         Minimum pension liability adjustments    ($ 16.9)          ($ 14.8)
         Cumulative translation adjustments       ( 410.7)          ( 477.8)
                                                   ------            ------ 
                                                  ($427.6)          ($492.6)
                                                   ======            ======


   F.    Supplemental Cash Flow Information
         ----------------------------------

         Cash payments for interest,  net of amounts  capitalized ($4.1 and $5.5
         for 1998 and 1997,  respectively),  were  $272.6 and $263.1  during the
         nine  months  ended  September  30, 1998 and 1997,  respectively.  Cash
         payments for income  taxes  amounted to $27.1 and $45.7 during the nine
         months ended September 30, 1998 and 1997, respectively.


   G.    Commitments and Contingent Liabilities
         --------------------------------------

         The Company has various  commitments to purchase materials and supplies
         as part of the ordinary  conduct of business.  Such commitments are not
         at prices in excess of current market.

         The  Company's  basic raw  materials  for its  products  are  tinplate,
         aluminum and resins,  all of which are purchased from multiple sources.
         The  Company is subject to material  fluctuations  in the cost of these
         raw materials and has previously adjusted its selling prices to reflect
         these movements.  There can be no assurance,  however, that the Company
         will be able to recover  fully any  increases  or  fluctuations  in raw
         material costs from its customers.

         The Company is subject to various  lawsuits  and claims with respect to
         matters such as those  pertaining  to  environmental, product liabilty,
         and safety and health matters.  The ultimate liability cannot presently
         be determined as considerable uncertainties exist. It is posssible that
         results  of  operations  in a  particular  period could  be  materially
         affected by certain  contingencies.  Management believes that  based on
         current available information and after consultation  with counsel that
         the  ultimate  disposition of matters that are pending or asserted will
         not have  a  material adverse effect on  the  financial  positon of the
         Company.

                                       10
<PAGE>

                        Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

Item 2.  Management's  Discussion  and  Analysis of  Results of  Operations  and
         Financial  Condition 
         (in  millions, except share, per share, employee, shareholder and
           statistical data)

         Introduction
         ------------

         The following discussion presents  management's analysis of the results
         of operations  for the three and nine months ended  September 30, 1998,
         compared  to the  corresponding  periods  in 1997  and the  changes  in
         financial   condition  and  liquidity  from  December  31,  1997.  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,  1997,  along with
         the  consolidated   financial  statements  and  related  notes  thereto
         included in and referred to within this report.

         All per share  information  is computed  using  average  common  shares
         outstanding, assuming dilution. Per share information for 1998 excludes
         the  anti-dilutive  effect of convertible  preference  shares and their
         related dividends.  Further details of the calculations of earnings per
         share are presented in Note B to the Consolidated  Financial Statements
         included in Item 1 of this Quarterly Report on Form 10-Q.

         Restructuring
         -------------

         On September 22, 1998, the Company  announced a  restructuring  program
         which will rationalize  certain plants throughout the Company and which
         will reduce the number of employees by approximately  2,700,  7% of the
         then current workforce.  The Company provided $186.6 ($126.9 after-tax 
         or  $.96   per  diluted  share)  for  the  costs  associated  with  the
         restructuring program.

         During the third  quarter of 1997,  the Company  provided  $66.6 ($43.3
         after taxes or $.31 per diluted share) for the costs  associated with a
         plan to improve the  structure  of its PET plastic  beverage  container
         business  in  the  United  States  by  closing  and   reorganizing  six
         manufacturing  locations  in its CONSTAR  subsidiary  along with other,
         non-PET, restructuring activities, primarily in Europe.

         Further  details  of  these  actions  are  presented  in  Note D to the
         Consolidated  Financial Statements included in Item 1 of this Quarterly
         Report on Form 10- Q.

                             Results of Operations
                             ---------------------

         Net Income and Earnings Per Share
         ---------------------------------

         The Company  reported a net loss of $25.2 or $.20 per common  share for
         the third  quarter of 1998 as compared with net income of $79.4 or $.61
         per common share for the same period in 1997.  Excluding  restructuring
         charges and gains on sale of assets, third quarter net income available
         to common shareholders  decreased $18.4 or 15.3% from $120.1 in 1997 to
         $101.7 in 1998.  Earnings  per common  share,  excluding  restructuring
         charges and gains on asset sales,  decreased  11.1% to $.80 from $.90 a
         year  earlier and  reflects a 6.1%  decline in diluted  average  common
         shares  outstanding,  due  primarily  to the March 1998  repurchase  of
         shares  from  Compagnie  Generale  d'Industries  et  de  Participations
         (CGIP).  Further  details  of  this  transaction  are  presented  under
         Liquidity and Capital  Resources as provided later in this  discussion.
         Foreign currency weaknesses in Canada,  Mexico and Brazil resulted in a
         reduction of approximately $.05 per common share to quarterly earnings.

         For the nine months ended  September 30, 1998, net income  available to
         common  shareholders was $133.0 or $1.06 per common share compared with
         net income of $238.7 or $1.83 per common  share for the same  period in
         1997. Net income for the nine months included  after-tax  restructuring
         charges  of $126.9 and  $43.3  for 1998 and  1997, respectively, and an
         after-tax  gain  on  sale of  assets of $27.6  in  1997.  Excluding the
         non-recurring items, 1998 net income  available  to common  shareholder
         increased  2.2%  to $259.9  in  1998 from $254.4 in 1997 with  earnings
         per share increasing 5.2% to $2.04 in 1998 from $1.94 in 1997.

                                       11

<PAGE>

                        Crown Cork & Seal Company, Inc.


Item 2.  Management's Discussion and Analysis (Continued)
       
         Net Sales
         ---------

         Net sales in the quarter  were  $2,291.0  and for the nine months ended
         September  30, 1998 were  $6,428.4,  a decrease of 2.1% from 1997 sales
         levels of $2,341.2 and $6,565.2, respectively. The weakening currencies
         in Canada,  Mexico, Brazil and throughout Asia reduced consolidated net
         sales by $11.3 in the third quarter as compared to 1997.  The impact of
         a stronger U. S. dollar, primarily against European currencies, reduced
         consolidated net sales for the first nine months of 1998 by $127.4 when
         compared to the same period in 1997.  Excluding  the effects of foreign
         exchange translation and divestitures,  net sales would have been lower
         by 1.0% in the  quarter  and  higher by 1.0% for the nine  months  when
         compared to the same periods in 1997.

         In the quarter, sales from U. S. operations decreased by 4.7% and those
         in non-U. S. markets increased marginally.  U. S. sales, in  the  third
         quarter, accounted for approximately  40.4% of consolidated  net  sales
         in 1998 as compared to  41.7%  in  1997.  Sales of  beverage  cans  and
         ends as a  percentage of consolidated  net sales have  increased in the
         third quarter from  29.3% to 30.2% and sales of food cans and ends have
         increased from 34.0% to 34.6% compared to the prior year third quarter.
         North  American  beverage  can  and  end  sales  as  a   percentage  of
         consolidated  net sales  in  the  quarter  were 17.4% and for the  nine
         months  were  18.1%  compared  to 17.2% and  17.1%,  respectively,  for
         the same periods in 1997.

         An analysis of comparative net sales by operating division follows:
<TABLE>
<CAPTION>

                                          Net Sales                            Percentage Change
                         --------------------------------------------      -----------------------
                             Third Quarter        Nine Months Ended         Third            Nine
                             -------------        -----------------         -----            ----
                            1998       1997       1998        1997         Quarter          Months
                            ----       ----       ----        ----         -------          ------
         <S>              <C>        <C>        <C>         <C>            <C>             <C>
         Divisions:

         Americas         $1,097.1   $1,111.1   $3,066.7    $2,975.2        (1.3%)           3.1%
         Europe            1,083.6    1,096.0    3,028.3     3,122.3        (1.1%)          (3.0%)
         Asia-Pacific         87.0       93.1      253.8       294.7        (6.6%)         (13.9%)
         Other                23.3       41.1       79.6       173.0       (43.3%)         (54.0%)
                          --------   --------   --------    --------                                                            
                          $2,291.0   $2,341.3   $6,428.4    $6,565.2        (2.1%)          (2.1%)
                          ========   ========   ========    ========
  </TABLE>
                                                                              
         Net sales in the Americas Division decreased $14.0 or 1.3% in the third
         quarter  whereas net sales for the nine months  increased $91.5 or 3.1%
         when compared to the same periods in 1997.  The decrease in the quarter
         was due  primarily  to (i) lower sales unit  volumes in the U. S., most
         notably, beverage cans and food cans and (ii) decreased aluminum prices
         which  forced  decreases in selling  prices in beverage  cans and ends,
         partially  offset by increased  sales unit volumes of (i) U. S. aerosol
         cans and (ii) U. S. PET beverage containers,  primarily single serve 20
         ounce bottles and beverage preforms.

         Net sales in the European Division decreased $12.4 or 1.1% and $94.0 or
         3.0% for the three and nine months ended September 30, 1998. The impact
         on net sales from  translation  resulted in an increase in net sales of
         $11.9 in the quarter and a decrease in net sales of $72.2  year-to-date
         when compared to a year earlier. Excluding the impact on net sales from
         translation, net sales  would have been down 2.2% in  the  quarter  and
         .7% for the nine  months as  compared to the prior year periods.  Third
         quarter local currency sales  decreased  primarily due  to  lower  unit
         sales  volumes of  beverage cans and aerosol cans partially  offset  by
         increased  unit sales  volumes for  plastic  closures  and  food  cans.
         Competition remains very aggressive throughout the division.

                                       12
<PAGE>
                        Crown Cork & Seal Company, Inc.


Item 2.  Management's Discussion and Analysis (Continued)

         Asia-Pacific  net sales have  decreased $6.1 or 6.6% and $40.9 or 13.9%
         for the three and nine months ended  September 30, 1998.  The impact on
         net  sales  from  translation  resulted  in a  decrease  of $5.5 in the
         quarter and a decrease of $17.8  year-to-date when compared to the same
         periods  a  year  earlier.  Excluding  the  impact  on net  sales  from
         translation,  local sales were lower by .6% in the quarter and 7.8% for
         the nine months  compared to the same  periods in 1997.  The decline in
         local sales is due  primarily  to (i) lower food can sales unit volumes
         primarily  reflecting the  restructuring  of operations in Malaysia and
         Singapore in 1997 and (ii) competitive  pricing  throughout the region,
         partially offset by increased  beverage can volumes resulting from full
         production at the Company's new plant in Singapore along with increased
         demand in both China and Vietnam.

         Net sales in the Other operating units are lower for the three and nine
         months ended  September 30, 1998 compared to the prior year periods due
         primarily to lower third party sales at the Company's  Golden  Aluminum
         facilities in the quarter and  year-to-date  and to the  divestiture of
         the Crown-Simplimatic machinery operations in May 1997.

         Cost of Products Sold
         ---------------------

         Cost of products sold,  excluding  depreciation and  amortization,  was
         $1,803.7  for the  quarter  and  $5,033.1  for the  nine  months  ended
         September  30,  1998,  a decrease  of 1.8% and 2.6%,  respectively,  as
         compared to the same periods in 1997.  The  decrease  reflects (i) cost
         savings from  restructuring  programs,  (ii) lower  aluminum  costs and
         (iii)  the  appreciation  of  the  U.S.  dollar  against  most  foreign
         currencies  offset by  increased  sales unit  volumes  in many  product
         lines.

         As a percentage of net sales, cost of products sold was 78.7% and 78.3%
         for the quarter and nine months ended  September  30, 1998, as compared
         to 78.4%  and  78.7%  in the same  periods  of  1997.  The  improvement
         year-to-date  was  due  primarily  to the  benefits  derived  from  the
         Company's  continuing cost containment and  restructuring  programs and
         the effect of decreases in raw material  costs,  offset by  competitive
         influences on selling prices.

         Selling and Administrative
         --------------------------

         Selling and administrative expenses for the quarter ended September 30,
         1998 were $91.1, a decrease of $11.7 or 11.4% from the third quarter of
         1997. As a percentage of net sales, selling and administrative expenses
         were 4.0% in the third  quarter as compared to 4.4% for the same period
         of 1997. For the nine months ended  September 30, 1998,  these expenses
         have  decreased  $29.4 or 9.4% from a year earlier and, as a percentage
         of net sales, decreased from 4.7% in 1997 to 4.4% in 1998. The decrease
         in 1998  costs is primarily  related  to the  restructuring  activities
         within acquired CarnaudMetalbox (CMB) operations.

         Operating Income
         ----------------
         For the quarter, consolidated operating income decreased 62.0% to $75.7
         from  $199.4 for the  comparable  period in 1997.  For the nine  months
         ended September 30, 1998, consolidated operating income decreased 14.2%
         to $520.2 from $606.2 from the same period a year earlier. Consolidated
         operating  income for the quarter and nine months ended  September  30,
         1998  included  pretax  restructuring  charges of $186.6 as compared to
         $66.6 for the same periods in 1997.

                                       13
<PAGE>

                        Crown Cork & Seal Company, Inc.


Item 2.  Management's Discussion and Analysis (Continued)

         An analysis of operating income,  excluding  restructuring  charges, by
         operating division follows:
<TABLE>
<CAPTION>
                                      Operating Income                       Percentage Change
                          ----------------------------------------          ------------------     
                            Third Quarter        Nine Months Ended           Third        Nine
                            -------------        -----------------           -----        ----
                           1998       1997       1998         1997          Quarter      Months
                           ----       ----       ----         ----          -------      ------
         <S>              <C>        <C>        <C>         <C>             <C>          <C>
         Divisions:

         Americas         $ 90.3     $ 96.1     $234.4      $243.5          ( 6.0%)      ( 3.7%)
         Europe            167.9      168.3      461.4       415.7          (  .2%)       11.0%
         Asia-Pacific        1.9       (1.4)       3.6         7.4             -         (51.4%)
         Other               2.2        3.0        7.4         6.2          (26.7%)       19.4%
                          ------     ------     ------      ------        
                          $262.3     $266.0     $706.8      $672.8          ( 1.4%)        5.1%
                          ======     ======     ======      ======       
</TABLE>

         As a  percentage  of net  sales,  operating  income  for  the  Americas
         Division  was 8.2% in the third  quarter  and 7.6% for the  first  nine
         months of 1998,  as compared  to 8.6% and 8.2% for the same  periods in
         1997. The decrease in third quarter 1998 operating margin was primarily
         due to (i) continued U. S. pricing  pressures in both metal and plastic
         beverage  containers,  (ii) lower beverage can pricing in Argentina and
         Brazil and (iii) sales unit volume  decreases of beverage cans and food
         cans in the U. S.

         Operating income as a percentage of net sales for the European Division
         was 15.5% in  the third  quarter and 15.2% for the first nine months of
         1998 as compared  to 15.4%  and  13.3%  for the  comparable  periods in
         1997. The increased margin is primarily attributable to(i) the benefits
         realized  from  the  closure or  reorganization of inefficient  plants,
         removal of products with negative  contribution  and the elimination of
         excess administrative overheads as part of the cost reduction  programs
         initiated  with  the  acquisition  of CMB and (ii) increased sales unit
         volumes of food cans and plastic closures;  offsetting the (i) strength
         of  the  pound sterling  relative to  the European  currencies and (ii)
         decreased  sales  unit volumes of  beverage  cans and plastic  bottles.
         Competitive pricing, especially in certain food can markets,  continues
         to restrain profit growth.

         Operating  income in the  Asia-Pacific  Division as a percentage of net
         sales was 2.2% in the quarter and 1.4% for the nine months of 1998 when
         compared to a year earlier with a negative  margin of 1.5% in the third
         quarter and a profit  margin of 2.5% for the nine  months of 1997.  The
         improved  margin in the quarter was due to the large third quarter 1997
         devaluation  of many  Southeast  Asian  currencies not recurring in the
         third quarter of 1998. Additionally,  strong food can sales in Thailand
         continue to offset the effects of weak Asian  economies and competitive
         pricing throughout the region.

         Operating income for Other operating units was 9.4% of net sales in the
         quarter  and 9.3% for the nine  months of 1998 as  compared to 7.3% and
         3.6% for the same periods in 1997. The improvement in operating margins
         is  primarily  attributable   to  the  May  1997   divestiture  of  the
         Crown-Simplimatic machinery operations.
                              
         Net Interest Expense / Income
         -----------------------------

         Net  interest  expense  for the third  quarter  and nine  months  ended
         September 30, 1998 was $89.8 and $267.9,  respectively,  as compared to
         $84.5 and $254.4 for the  comparable  periods in 1997.  The increase in
         net interest expense is due primarily to increased borrowings to effect
         the restructuring programs and stock repurchases throughout the year.

                                       14
<PAGE>

                        Crown Cork & Seal Company, Inc.


Item 2.  Management's Discussion and Analysis (Continued)

         Taxes on Income
         ---------------

         The  effective  tax  rate for the nine months ended  September 30, 1998
         was  37.3% as  compared  to 32.6% for the  same  period  of  1997.  The
         effective  tax rate of  37.3% exceeds the U. S.  statutory  rate of 35%
         due  primarily  to  provisions  for  state  taxes  and   non-deductible
         amortization of  goodwill and  other intangibles  offset  partially  by
         income derived  from  non-U.  S.  operations  which are  taxed at lower
         rates  than the U. S. statutory rate.

         Minority Interests, Net of Equity in Earnings of Affiliates
         -----------------------------------------------------------

         Minority interests, net of equity earnings, decreased $8.0 in the third
         quarter,  but  improved  $.2  year-to-date  compared  to the prior year
         periods.  The  decrease in the quarter was due  primarily  to increased
         minority  interests  as a result  of the  consolidation  in 1998 of the
         Company's Moroccan joint venture which was previously  accounted for on
         an equity basis.

                        Liquidity and Capital Resources
                        -------------------------------

         Cash from Operations
         --------------------

         Net cash of $66.3 was provided by operating  activities during the nine
         months ended  September 30, 1998, as compared to cash provided of $66.6
         for the same period in 1997.  Working capital is traditionally  reduced
         in the fourth quarter of the year as receivables  from the higher sales
         volumes of the second and third quarters are collected.

         Investing Activities
         --------------------

         Investing  activities  used cash of $327.1 during the nine months ended
         September  30,  1998  compared  with cash  used of $235.2  for the same
         period in 1997.  The increase in cash used in investing  activities  is
         primarily  due to (i) the  1997  divestiture  of the  Crown-Simplimatic
         machinery operations which resulted in cash proceeds of $90 in 1997 and
         (ii)  expenditures  for  the  acquisition  of  businesses,  net of cash
         acquired, of $31.0 as compared to $10.0 for the same period in 1997.

         Financing Activities
         --------------------

         Financing  activities  provided cash of $300.3  during the nine  months
         ended  September 30, 1998 compared  with  $221.6  for  the  prior  year
         period.

         On March 2, 1998, the Company completed the repurchase of approximately
         4.1  million  shares  of its  common  stock at  $49.00  per  share  and
         approximately 3.7 million shares of its acquisition preferred at $46.00
         per share from CGIP. The repurchased shares  represented  approximately
         5.3%  of  the  Company's  then  outstanding  voting   securities.   The
         repurchased shares include all of CGIP's acquisition preferred position
         which represented  approximately 30% of the then outstanding  shares of
         acquisition  preferred.   The  transaction  includes  an  agreement  to
         terminate the  Shareholders  Agreement  dated February 22, 1996 between
         the Company and CGIP.  Among other changes,  CGIP will no longer retain
         the right to designate Company directors. The transaction value of $369
         was financed through an increase in short-term indebtedness.

         Total debt, net of cash and cash equivalents, at September 30, 1998 was
         $5,836.2  and  represents  an increase of $955.7 above the December 31,
         1997 level of $4,880.5.  Total debt, net of cash and cash  equivalents,
         as a percentage of total capitalization was 62.6% at September 30, 1998
         as compared to 56.1% at December  31,  1997.  Total  capitalization  is
         defined  by  the  Company  as  total  debt,   minority   interests  and
         shareholders' equity.

                                       15
<PAGE>
                        Crown Cork & Seal Company, Inc.


Item 2.  Management's Discussion and Analysis (Continued)

         The  increase in total  debt,  net of cash and cash  equivalents,  from
         December 31, 1997 is due primarily to (i) the  repurchase of common and
         preferred  shares,  (ii) the  funding  of the  Company's  restructuring
         activities and (iii) the funding of working  capital  requirements on a
         short-term basis through the issuance of commercial paper.

         The Company  funds its working  capital  requirements  on a  short-term
         basis primarily  through  issuances of commercial  paper. In support of
         the commercial paper programs, a $2,500 multi-currency credit agreement
         exists which  matures in February  2002 with  interest at market rates.
         The Company's use of the facility is not  restricted.  At September 30,
         1998 and 1997, $293.5 and $395.2, respectively,  was drawn against this
         facility. At December 31, 1997, $355.2 was drawn against this facility.
         Based on the  Company's  intention  and ability to maintain  its credit
         facility beyond 1999 and 1998,  respectively,  $700 of commercial paper
         borrowings  were classified as long-term at both September 30, 1998 and
         1997. There were $2,490 and $1,500 in commercial  paper  outstanding at
         September 30, 1998 and 1997,  respectively,  and $1,248  outstanding at
         December 31, 1997.

         The Company announced on September 22, 1998 that the Board of Directors
         had  approved  several  strategic   initiatives   designed  to  enhance
         shareholder value over the next several years. The initiatives included
         a reduction in planned capital  expenditures for the next few years and
         a share repurchase program.  Capital expenditures for 1999 and 2000 are
         expected to be  approximately  $300 per year. From 1996 through the end
         of 1998,  the  Company  will  have  committed  approximately  $1,600 to
         capital expenditures.

         The share  repurchase  program  allows for the  reduction  of up to ten
         million shares of outstanding common and preferred stock,  representing
         approximately  7.5% of current combined shares  outstanding.  Purchases
         will  be  made  from  time to  time  in  open  market  transactions  at
         prevailing prices or in negotiated private transactions at management's
         discretion.

         Recent Accounting Developments
         ------------------------------

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
         SFAS No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
         Activities".  This  accounting  standard  is  effective  for all fiscal
         quarters  of all  fiscal  years  beginning  after June 15,  1999.  This
         statement establishes accounting and reporting standards for derivative
         instruments and for hedging activities. The statement requires that all
         derivatives  are  recognized  as either  assets or  liabilities  in the
         statement of financial  position and are measured at their fair values.
         The Company is currently  evaluating the  requirements of this standard
         to determine its impact on the consolidated financial statements.

         For the year ended  December 31, 1998,  the Company will adopt SFAS No.
         131,   "Disclosures   about  Segments  of  an  Enterprise  and  Related
         Information."   SFAS  No.  131  requires  the   disclosure  of  segment
         information  on the same basis that is used  internally  for evaluating
         performance and for allocating  resources.  The Company will also adopt
         SFAS  No.  132,  "Employers'   Disclosures  about  Pensions  and  Other
         Postretirement Benefits", issued in February 1998. SFAS No. 132 revises
         the  disclosure  requirement  for  pension  and  other   postretirement
         benefit  plans.  Neither  standard will  have an  adverse effect on the
         Company's financial position, cash flows or results of operations.

         Market Risk
         -----------

         In  the  normal   course  of  business,   the  Company  is  exposed  to
         fluctuations in currency values,  interest rates,  commodity prices and
         other market risks. The Company addresses these risks through a program
         that includes the use of financial  instruments.  The Company  controls
         the credit risks  associated with these financial  instruments  through
         credit   approval,   investment   limits  and  centralized   monitoring
         procedures and systems.  The Company uses only liquid  investments from
         creditworthy institutions and does not enter into leveraged,  tiered or
         illiquid contracts.  Further, the Company does not enter into financial
         instruments for trading purposes.

         There have been no material changes in the Company's exposure to market
         risk since December 31, 1997.

                                       16
<PAGE>
                        Crown Cork & Seal Company, Inc.
  

Item 2.  Management's Discussion and Analysis (Continued)

         Year 2000
         ---------

         Computers  and computer  dependent  equipment are used  throughout  the
         Company's  operations.  Certain  computerized systems in use today were
         designed  using  two  digits  rather  than four  digits  to define  the
         applicable year,  which could result in the systems  recognizing a date
         containing  "00" as the year 1900 rather than the year 2000. This could
         lead to miscalculations or system failures and is generally referred to
         as the "Year 2000" or "Y2K" issue.

         In order to address the Y2K issue,  the Company  established a steering
         committee that reports to the Company's senior executive management and
         the Board of Directors.  The steering  committee is responsible for the
         formulation of the Company's Y2K global plan and oversight of strategy,
         risk  assessment,  coordination  and reporting.  Offices have also been
         established  within  each  division  to roll out,  monitor  and  manage
         implementation of the Company's global plan.

         The  Company's  global  plan is  divided  into  several  major  phases:
         Inventory and Assessment,  Remediation  Analysis,  Implementation,  and
         Contingency Planning.

         Inventory  and  Assessment  - The  inventory  phase  was  substantially
         completed in June 1998 including the  identification of critical vendor
         and  other  third  party  relationships.  The  scope  of the  inventory
         included the collection of  site-specific  data about critical  systems
         including all information technology ("IT") hardware and software, data
         interchange  points,  embedded  chips and  programs  in  manufacturing,
         facilities and facility-support  equipment.  In addition,  surveys were
         collected and data bases were utilized to assist in identifing critical
         vendors and other third parties.

         The  assessment  phase of the global plan is divided into  internal and
         external  risk  assessment.  The Company  substantially  completed  its
         internal risk assessment  during October 1998. This assessment  covered
         both  IT  and  non-IT  risk  areas   including   embedded   systems  in
         manufacturing equipment and telephone exchange systems. The Company has
         identified as having Y2K issues various mid-range IT systems,  personal
         computers  and  servers,  telephone  systems  and  embedded  systems in
         manufacturing  and  related  equipment.  The process of  assessing  the
         Company's  external  risks  involves  the  identification  of  critical
         vendors,  Y2K  confirmation  correspondence,  evaluations  and selected
         vendor  reviews.  The Company has completed the  identification  of its
         vendor  relationships and has received to date approximately 40% of its
         requested Y2K confirmation  letters.  These assessments and reviews are
         expected to be ongoing through June 1999.

         Remediation Analysis - The Company is in the process of completing this
         project phase. During this stage of the project, remediation strategies
         were  evaluated and planned to correct  mid-range IT systems,  personal
         computers  and  servers   (including   hardware  and   software).   Key
         remediation  strategies  include  systems  upgrade,  replacement,  code
         remediation  and  systems  consolidation.  In  addition,  non-compliant
         telephone  exchange  equipment and other Y2K sensitive embedded systems
         will be remediated.

         Implementation  - This phase  involves  the  correction  and testing of
         identified  internal  Y2K  risks in  accordance  with  the  remediation
         analysis phase. Because of the lack of systems  standardization and the
         relative age of systems within the Company's European operations, an IT
         remediation program was initiated in 1997. The Company anticipates that
         other remediation efforts for Europe will be launched during the fourth
         quarter of 1998. The Company's  other divisions are scheduled to launch
         their  internal  IT and  non-IT  remediation  efforts  in the third and
         fourth quarters of 1998. The Company expects to complete its correction
         of all of its  divisions'  critical  systems  by  June  1999.  However,
         additional refinements may continue through the end of 1999.

         The Company  anticipates  that testing  methods will include  obtaining
         hardware  and   software  certifications  from   critical  vendors  and
         consultants,  and performing Y2K compliance tests of  critical  systems
         including  data  exchange  with  critical  vendors and  customers.  The
         Company is targeting  completion of testing of critical systems during 
         the  third  quarter of  July 1999.  Testing of less critical systems is
         expected to  be  completed on an  ongoing basis through the second half
         of 1999.

                                       17
<PAGE>
                         Crown Cork & Seal Company, Inc.
  

Item 2.  Management's Discussion and Analysis (Continued)


         Contingency  Planning - The Company is in the process of  developing  a
         contingency plan to address potential  disruptions that may result from
         unresolved  Y2K  issues.  The  Company's  contingency  plan may include
         identification  of alternative  suppliers and  manufacturing  sites and
         inventory management programs.  The Company intends to complete most of
         its contingency planning by June 1999.

         The Company's Y2K global plan could be adversely affected if any of the
         Company's factors or assumptions are incorrect or if its ongoing review
         discovers  unanticipated  problems.  The Company  cannot give assurance
         that its global plan will be  completed on schedule or that it will not
         uncover  Y2K  issues  that  could  create  a  material  impact  on  its
         performance.

         The  Company  believes  that  the  most  reasonably  likely  worst-case
         scenario for the Company with respect to the Y2K problem is the failure
         of a critical vendor,  including but not limited to a utility supplier,
         to provide required goods and/or services after December 31, 1999. Such
         a failure could result in  temporary  production outages and lost sales
         and profits.  The Company believes  that  because  of  the high  degree
         of  geographic  dispersion  of its operations (with  approximately  247
         plants  in  49 countries),  it  is  unlikely  an  isolated  third-party
         failure  would  have  a   material  adverse  effect  on  the  Company's
         results of operations,  financial condition, or cash flow.  The Company
         also   believes  that  the  formulation  of  contingency  plans  should
         reduce  the  severity and  length of any such possible  disruptions and
         losses.    Nevertheless,  because  the  Company's  Y2K   compliance  is
         dependent  upon  key  third  party  Y2K  readiness,  there  can  be  no
         assurance that the Company's Y2K  compliance  efforts will  preclude  a
         Y2K  issue  or  series  of  issues  outside  its  direct  control  from
         adversely affecting  its results of operations, financial condition  or
         cash flow. In  addition,  although not  anticipated, any failure by the
         Company to correct  critical  internal  computer  systems  before  Year
         2000 could also have such an adverse effect.

         The  Company  estimates  that  it  will  spend  approximately   $25-$30
         (pre-tax) for its Y2K compliance  efforts,  of which  approximately 60%
         will  be  expensed  as  incurred.   To  date,  the  Company  has  spent
         approximately  $6. The  Company  anticipates  that  funding for its Y2K
         compliance  program will be from  operating  cash flows.  The Company's
         total  Y2K  project  cost  estimate  is  based on  presently  available
         information  and  does  not  necessarily  include  all  potential costs
         related to ongoing  assessment  and  remediation  or any  execution  of
         contingency  plans brought  about by  internal or external  Y2K issues,
         or  cost  estimate  changes  related  to  replacement  systems  or code
         remediation  efforts. Actual results could differ from these estimates.

                                       18
<PAGE>
                        Crown Cork & Seal Company, Inc.


Item 2.  Management's Discussion and Analysis (Continued)

         Euro Conversion
         ---------------

         Certain participating  countries of the European Union are scheduled to
         adopt the "Euro" on January 1, 1999. The Euro is intended to become the
         lead currency in the European Economic and Monetary Union formed by the
         participating  countries,  with  national  currencies  expressed  as  a
         denomination of the Euro. During the  three-and-a-half  year transition
         period  following  its  introduction,  countries  will  be  allowed  to
         transact business both in the Euro and in their own currencies. On July
         1,  2002,  the  Euro  will be the one and  only  official  currency  in
         European Union countries who are participating in the conversion.

         The  Company  is  currently  addressing  Euro-related  issues and their
         impact on information systems,  currency exchange rate risk, employment
         and benefits,  taxation,  contracts,  competition and pricing.  For the
         nine  months  ended  September  30,  1998,  approximately  25%  of  the
         Company's  revenues were derived from operations in member countries of
         the European Economic and Monetary Union.

         Under an action plan  initiated by the Company,  teams have been formed
         to address  selling  prices and costs,  personnel  and  communications,
         finance,  administration and information  technology.  The Euro will be
         implemented  initially as an  additional  currency both in domestic and
         foreign  markets for  European  businesses  domiciled  in the  European
         Monetary  Union  zone.  Beginning  in 1999 with the market  release and
         implementation of Euro compliant software, the Company anticipates that
         its individual  businesses  will start to work on a dual currency basis
         where appropriate. This dual currency system will be introduced to ease
         the transition to the Euro for the Company's  customers,  suppliers and
         employees  continuing  to prefer to work in national  currencies  until
         January 1, 2002. After this date all transactions involving the Company
         with respect to countries  participating in the Euro conversion will be
         based solely on the Euro.

         The Company has outstanding foreign  exchange  contracts, involving the
         currencies  of  countries  participating  in the Euro  conversion.  The
         Company  believes that conversion to the Euro may  reduce the amount of
         the Company's  exposure to exchange rate risk,due to the netting effect
         of  having assets and liabilities  denominated in  a single currency as
         opposed to the  various legacy currencies.  As a result,  the Company's
         foreign exchange  hedging costs could be reduced.  Conversely,  because
         there  will be less  diversity  in  the  Company's  exposure to foreign
         currencies,  movements of the Euro's value in U.S. dollars  could  have
         a more pronounced effect, whether positive or negative.

         Although the Company has received  commitments from certain key vendors
         that they will be Euro  compliant,  the Company  can give no  assurance
         that third  parties on whom it depends will have the systems  necessary
         to process Euro-denominated transactions.

         As  part  of  the  conversion   process,   the  Company  is  developing
         contingency  plans.  The contingency  plans are expected to be in place
         sometime during  1999  and  through  the  transition  period  and  will
         provide mechanisms  to assess and  communicate the impact of any delays
         in the  Euro  conversion  process as well as  address  likely  problems
         in the aftermath of conversion.

         The largest  European  country which is not currently  participating in
         the Euro  conversion  is the United  Kingdom,  which,  at September 30,
         1998, accounted for approximately 13% of the Company's consolidated net
         sales.  The Company is attentive to the potential impact which the UK's
         nonparticipation  might  have  on  trading  activities  with  countries
         participating  in  the  Euro  conversion  as  well  as on  internal  UK
         operations.

         The Company does not expect the Euro conversion, including the costs of
         implementation,  to have a material  adverse  effect upon the Company's
         results of operations,  financial condition or cash flow. However,  the
         Company cannot guarantee that, with respect to the Euro conversion, all
         problems,   including   long-term   competitive   implications  of  the
         conversion, will be foreseen and corrected, that no material disruption
         of the Company's  business will occur,  or that there will be no delays
         in the dates targeted by the Company for the Euro conversion process.

                                       19
<PAGE>
                        Crown Cork & Seal Company, Inc.


Item 2.  Management's Discussion and Analysis (Continued)

         Forward Looking Statements
         --------------------------
         Statements included herein in "Management's  Discussion and Analysis of
         Results of Operations  and  Financial  Condition",  including,  but not
         limited to, in the "Year 2000" and "Euro Conversion"  sections,  and in
         the discussion of the restructuring plans in Note D 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, 1997,  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  Results  of  Operations  and  Financial
         Condition  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.

         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,  1997  within  Part II,  Item 7;
         "Management's  Discussion  and  Analysis of Results of  Operations  and
         Financial Condition" 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.

                                       20

<PAGE>
                        Crown Cork & Seal Company, Inc.


                          PART II - OTHER INFORMATION

Item 5.  Other Information

         On September 22, 1998,  the Company  announced  that Thomas A. Ralph, a
         partner in the  Philadelphia-based  law firm of Dechert, Price & Rhoads
         was elected to its Board of Directors.

         On September 22, 1998, the Company's  Board of Directors  declared cash
         dividends  of $.25 per share on the  Company's  common stock and $.4712
         per share on the  Company's  4.5%  convertible  preferred  stock.  Both
         dividends are payable on November 20, 1998 to shareholders of record on
         November 4, 1998.

Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                  27.      Financial Data Schedule

         b)       Reports on Form 8-K

                  On September 30, 1998, the  Registrant  filed a Current Report
                  on Form 8-K, dated September 22, 1998:

                  Item  5.  Other  Events  -  announced  a  third  quarter  1998
                  restructuring charge and other strategic initiatives.


                                       21


<PAGE>
                        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.


                                  Crown Cork & Seal Company, Inc.
                                  Registrant

                                  By: /s/ Timothy J. Donahue                  
                                          Timothy J. Donahue
                                  Senior Vice President and Corporate Controller

         Date:    November 16, 1998 




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