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



                                 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, 2000

[     ]     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  125,622,898  shares of  Common  Stock  outstanding as of October 31,
2000.


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


<PAGE>



                        Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

                       CONSOLIDATED STATEMENTS OF INCOME
                 (In millions except share and per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Three months ended September 30,                                          2000            1999
-------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>
Net sales                                                            $     1,954     $     2,140
                                                                     -----------     -----------
Costs, expenses & other income
  Cost of products sold, excluding depreciation and amortization           1,581           1,673
  Depreciation                                                                96             101
  Amortization                                                                29              31
  Selling and administrative expense                                          77              85
  Provision for restructuring and other charges                                     (          7)
  Gain on sale of assets                                                            (         13)
  Interest expense                                                           102              91
  Interest income                                                   (          5)   (          5)
  Translation and exchange adjustments                                         2               2
                                                                     -----------     -----------
                                                                           1,882           1,958
                                                                     -----------     -----------

Income before income taxes                                                    72             182
Provision for income taxes                                                    23              57
Minority interests, net of equity earnings                          (          5)   (          7)
                                                                     -----------     -----------
Net income                                                                    44             118

Preferred stock dividends                                                                      4
                                                                     -----------     -----------

Net income available to common shareholders                          $        44     $       114
                                                                     ===========     ===========

Earnings per average common share:
                  Basic                                              $       .35     $       .93
                                                                     ===========     ===========
                  Diluted                                            $       .35     $       .91
                                                                     ===========     ===========

Dividends per common share                                           $       .25     $       .25
                                                                     ===========     ===========
Weighted average common shares outstanding:
                  Basic                                              125,788,021     122,332,141
                  Diluted                                            125,788,021     129,963,348

-------------------------------------------------------------------------------------------------
</TABLE>

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


                                      -2-



<PAGE>


                        Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

                       CONSOLIDATED STATEMENTS OF INCOME
                 (In millions except share and per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Nine months ended September 30,                                           2000            1999
-------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>

Net sales                                                            $     5,470     $     5,931
                                                                     -----------     -----------
Costs, expenses & other income
  Cost of products sold, excluding depreciation and amortization           4,367           4,620
  Depreciation                                                               288             301
  Amortization                                                                90              95
  Selling and administrative expense                                         240             267
  Provision for restructuring and other charges                               77    (          7)
  Gain on sale of assets                                                            (         17)
  Interest expense                                                           291             275
  Interest income                                                   (         15)   (         20)
  Translation and exchange adjustments                                         4              12
                                                                     -----------     -----------
                                                                           5,342           5,526
                                                                     -----------     -----------
Income before income taxes                                                   128             405

Provision for income taxes                                                    50             141
Minority interests, net of equity earnings                          (         15)   (         17)
                                                                     -----------     -----------

Net income                                                                    63             247

Preferred stock dividends                                                      2              12
                                                                     -----------     -----------

Net income available to common shareholders                          $        61     $       235
                                                                     ===========     ===========
Earnings per average common share:
                  Basic                                              $       .49     $      1.92
                                                                     ===========     ===========
                  Diluted                                            $       .49     $      1.90
                                                                     ===========     ===========

Dividends per common share                                           $       .75     $       .75
                                                                     ===========     ===========

Weighted average common shares outstanding:

                  Basic                                              125,704,205     122,336,218
                  Diluted                                            127,252,357     129,970,903

-------------------------------------------------------------------------------------------------
</TABLE>

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)


--------------------------------------------------------------------------------
                                                 September 30,      December 31,
                                                     2000              1999
                                                 (Unaudited)
--------------------------------------------------------------------------------

Assets
Current assets
   Cash and cash equivalents                       $   256            $   267
   Receivables                                       1,278              1,166
   Inventories                                       1,240              1,312
   Prepaid expenses and other current assets           103                 96
                                                   -------            -------
               Total current assets                  2,877              2,841
                                                   -------            -------

Long-term notes and receivables                         21                 27
Investments                                            135                178
Goodwill, net of amortization                        3,856              4,228
Property, plant and equipment, net                   2,895              3,255
Other non-current assets                             1,077              1,016
                                                   -------            -------
                 Total                             $10,861            $11,545
                                                   =======            =======

Liabilities and shareholders' equity
Current liabilities
   Short-term debt                                 $   932            $ 1,362
   Current portion of long-term debt                    56                169
   Accounts payable and accrued liabilities          1,720              1,803
   United States and foreign income taxes               69                 80
                                                   -------            -------
                 Total current liabilities           2,777              3,414
                                                   -------            -------

Long-term debt, excluding current maturities         4,133              3,573
Postretirement and pension liabilities                 661                686
Other non-current liabilities                          598                686
Minority interests                                     189                295
Commitments and contingent liabilities
Shareholders' equity                                 2,503              2,891
                                                   -------            -------
                      Total                        $10,861            $11,545
                                                   =======            =======
Book value per common share                        $ 19.94            $ 22.46

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

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,                                             2000          1999
-----------------------------------------------------------------------------------------------
<S>                                                                        <C>           <C>
Cash flows from operating activities
   Net income                                                               $ 63          $247
   Depreciation and amortization                                             378           396
   Gain on sale of assets                                                                (  10)
   Provision for restructuring and other charges                              55         (   5)
   Change in other assets and liabilities, net of
        businesses acquired                                                ( 350)        ( 488)
                                                                            ----          ----
        Net cash provided by operating activities                            146           140
                                                                            ----          ----
Cash flows from investing activities
   Capital expenditures                                                    ( 170)        ( 210)
   Acquisition of businesses, net of cash acquired                                       (  49)
   Proceeds from sale of property, plant and equipment                        23            28
   Proceeds from sale of businesses                                                         44
   Other, net                                                              (   2)        (   6)
                                                                            ----          ----
        Net cash used in investing activities                              ( 149)        ( 193)
                                                                            ----          ----
Cash flows from financing activities
   Proceeds from long-term debt                                                3           358
   Payments of long-term debt                                              ( 172)        ( 197)
   Net change in short-term debt                                             413         (  30)
   Stock repurchased                                                       (  49)        (   7)
   Dividends paid                                                          (  95)        ( 103)
   Acquisition of minority interests                                       (  77)
   Minority contributions, net of dividends paid                           (   4)        (   8)
                                                                            ----          ----
        Net cash provided by financing activities                             19            13
                                                                            ----          ----
   Effect of exchange rate changes on cash and cash equivalents            (  27)        (  25)
                                                                            ----          ----

   Net change in cash and cash equivalents                                 (  11)        (  65)
   Cash and cash equivalents at beginning of period                          267           284
                                                                            ----          ----
   Cash and cash equivalents at end of period                               $256          $219
                                                                            ====          ====
-----------------------------------------------------------------------------------------------
Nine months ended September 30,                                             2000          1999
-----------------------------------------------------------------------------------------------
 Schedule of non-cash investing activities:

      Acquisition of businesses:

        Fair value of assets acquired                                                     $ 67
        Liabilities assumed                                                              (  18)
                                                                                          ----
        Cash Paid                                                                         $ 49
                                                                                          ====

-----------------------------------------------------------------------------------------------
</TABLE>

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, 1999                            |  $349       $779    $1,317     $1,295     ($173)      ($676)       $2,891
Net income                        $ 44        $ 63      |                                    63                                  63
Translation adjustments          ( 138)      ( 306)     |                                                       ( 306)      (   306)
                                  ----        ----      |
Comprehensive loss               ($ 94)      ($243)     |
                                  ====        ====      |
Dividends declared:                                     |
    Common                                              |                               (    94)                            (    94)
    Preferred                                           |                               (     2)                            (     2)
Stock repurchased                                       |                      (  33)              (  16)                   (    49)
Preferred stock conversions                             | ( 349)         1       311                  37
------------------------------------------------------------------------------------------------------------------------------------
Balance at  September 30, 2000                          |             $780    $1,595     $1,262    ($152)       ($982)       $2,503
====================================================================================================================================
                                                        |                                                     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, 1998                            |  $351       $779    $1,340     $1,250     ($167)      ($578)       $2,975
Net income                        $118        $247      |                                   247                                 247
Translation adjustments             80       ( 131)     |                                                       ( 131)      (   131)
                                  ----        ----      |
Comprehensive income              $198        $116      |
                                  ====        ====      |
Dividends declared:                                     |
    Common                                              |                               (    91)                            (    91)
    Preferred                                           |                               (    12)                            (    12)
Stock repurchased                                       |                    (     6)               (   1)                  (     7)
--------------------------------------------------------|---------------------------------------------------------------------------
Balance at September 30, 1999                           |  $351      $779     $1,334     $1,394     ($168)      ($709)       $2,981
====================================================================================================================================
</TABLE>

     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
         the  financial  position  of  Crown  Cork  &  Seal  Company, Inc. as of
         September 30, 2000, and the results of  its operations  and  cash flows
         for the periods ended September 30, 2000 and 1999, 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, 1999.

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

         The  following  table  summarizes  the basic and diluted  earnings  per
         common share  computations for the periods ended September 30, 2000 and
         1999, respectively:
<TABLE>
<CAPTION>
                                                            2000                               1999
                                                --------------------------          --------------------------
                                                           Average                            Average
         Quarter                                Income     Shares      EPS          Income     Shares      EPS
         -------                                --------------------------          --------------------------
         <S>                                     <C>        <C>      <C>            <C>        <C>       <C>

         Net income                              $ 44                                $118
            Less:
               Preferred stock dividends                                            (   4)
                                                 ----                                ----
         Basic EPS                                 44       125.8    $ .35            114      122.3     $ .93

         Potentially dilutive securities:
               Stock options
               Assumed preferred
                  stock conversion                                                     4         7.7
                                                ----       -----                    ----       -----
        Diluted EPS                             $ 44       125.8    $ .35           $118       130.0     $ .91
                                                ====       =====                    ====       =====

                                               --------------------------           --------------------------
                                                         Average                              Average
         Year-to-date                          Income     Shares      EPS           Income     Shares      EPS
         ------------                          --------------------------           --------------------------
         Net income                             $ 63                                 $247
            Less:
             Preferred stock dividends         (   2)                               (  12)
                                                ----                                 ----
         Basic EPS                                61       125.7    $ .49             235       122.3    $1.92

         Potentially dilutive securities:
              Stock options
               Assumed preferred
                  stock conversion                                                     12         7.7
                                                ----       -----                     ----       -----
         Diluted EPS                            $ 61       125.7    $ .49            $247       130.0    $1.90
                                                ====       =====                     ====       =====


</TABLE>


                                      -7-



<PAGE>



                        Crown Cork & Seal Company, Inc.


         Excluded  from the  computation  of diluted  earnings per share for the
         nine months ended  September 30, 2000 were 1.5 common share equivalents
         resulting from the assumed  conversion of weighted average  outstanding
         preferred stock.  The conversion would have been anti-dilutive.

C.       Receivables
         -----------

         Included in the caption "Cost of products sold, excluding  depreciation
         and amortization," the Company provided $20 ($13 after-tax or  $.10 per
         diluted share) during the second  quarter  against a  receivable from a
         U.S.  food  can   customer  that  has  filed  a  voluntary   Chapter 11
         bankruptcy  petition.  The Company  believes that the net receivable is
         recorded at its  recoverable  value,  but its ultimate  realization  is
         dependent upon the outcome of the bankruptcy proceedings.


D.        Inventories
          -----------


                   ------------------------------------------------------------
                                                September 30,      December 31,
                                                    2000              1999
                   ------------------------------------------------------------
                   Finished goods                  $  510           $  503

                   Work in process                    162              174

                   Raw  materials and supplies        568              635
                                                   ------           ------
                                                   $1,240           $1,312
                                                   ======           ======


   E.    Asset Impairments
         -----------------

         Included in the caption "Provision for restructuring and other charges"
         within the  Consolidated  Statements of Income,  the Company recorded a
         charge of $26 ($19  after-tax or $.15 per diluted  share) in the second
         quarter to write-off a minority  interest in a machinery company and an
         investment in Eastern Europe due to uncertainty  regarding the ultimate
         recovery of these  investments.  The events which caused the Company to
         review its  investments  for  impairment  were a Chapter 11  bankruptcy
         petition filed by the machinery  company and the  politically  unstable
         environment  in  which  the  Company's  investment  in  Eastern  Europe
         operates.

   F.    Restructuring
         -------------

         During the second  quarter the Company  provided $51 ($36  after-tax or
         $.28 per  diluted  share) for the costs  associated  with (i)  overhead
         structure  modifications  in Europe  resulting  in the  termination  of
         approximately  700  employees  and (ii) the  closure of three  Americas
         Division  plants  resulting in the  termination  of  approximately  350
         employees. These costs included 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
         1,050  employees  was $45 and is  primarily  a cash  expense.  The cost
         associated with the write-down of assets was $2. Lease  termination and
         other exit costs were $4.

         During 1998, the Company  provided $179 for the costs associated with a
         plan to close thirteen plants and reorganize three  additional  plants.
         During the third quarter of 1999,  management  decided not to close one
         of  the  plants  identified  in  the  1998  provision and, accordingly,
         reversed  the  reserve  previously  established to income.  Also in the
         third quarter of 1999, the Company  closed  one   plant in  Europe  and
         reorganized certain  research and development functions worldwide.  The
         impact of this 1999 activity was a net credit to income of $7, of which
         $6 covered reduced severance costs and employee benefits and $1 was for
         lower exit costs.

         Balances remaining in the reserves represent current year provisions as
         well   as  contracts  or   agreements   whereby   payments  from  prior
         restructuring actions are extended over time.  This includes agreements
         with unions and governmental agencies related to employees as  well  as
         with  landlords  in   lease   arrangements.    The   balance   of   the
         restructuring  reserves  (excluding  write-down  of  assets which  were


                                      -8-
<PAGE>



                        Crown Cork & Seal Company, Inc.


         reflected as  a reduction of the  related  asset account) were included
         within accounts payable and accrued liabilities.  The components of the
         restructuring reserve and movements within  these components during the
         first nine months of 2000 were as follows:
<TABLE>
<CAPTION>

                                                  Termination     Other Exit     Asset
                                                    Benefits        Costs      Write-down     Total
                                                    --------        -----      ----------     -----
         <S>                                         <C>            <C>          <C>          <C>

         January 1.......................             $14            $ 7                       $21
         Provision.......................              45              4          $ 2           51
         Payments........................            ( 17)          (  2)                     ( 19)
         Transfer against assets.........                                        (  2)        (  2)
         Other *.........................            (  4)          (  2)                     (  6)
                                                      ---            ---                       ---
         September 30....................             $38            $ 7                       $45
                                                      ===            ===                       ===
<FN>

         *  includes translation adjustments
</FN>
</TABLE>

         During the first nine months of 2000, payments of $17 were made related
         to the  termination of  approximately  375 employees,  299 of whom were
         involved in direct manufacturing  operations.  Payments of $2 were made
         for other exit costs, including  dismantlement costs, equipment removal
         and various contractual obligations.

G.       Short-Term Borrowings and Long-Term Debt
         ----------------------------------------

         Recent  rating  agency  actions,  as  discussed  in  Part  1,  Item  1,
         "Management's  Discussion and  Analysis" within "Liquidity and  Capital
         Resources" under the caption  "Financing Activities,"  have resulted in
         the  elimination,  at  this  time, of  the   Company's  access  to  the
         commercial paper market.  Funding for  recent  and   future  commercial
         paper  maturities  has been and will be provided, as necessary, through
         draw downs from the Company's multicurrency revolving credit facility.

         As of  September  30, 2000 the  Company  had drawn $1,368 of its $2,500
         multicurrency  revolving credit  facility.  The facility has a maturity
         date of February 4, 2002, and the balance, therefore, was classified as
         "Long-term  debt,  excluding  current  maturities" in the  Consolidated
         Balance  Sheet.  Commercial  paper of $570 outstanding at September 30,
         2000  was  classified  as "Short-term debt" in the Consolidated Balance
         Sheet.

         During the third  quarter of 2000,  the interest  coverage and leverage
         ratio  covenants of the  multicurrency  revolving  credit facility were
         amended at the Company's request.  The amendment is filed  as Exhibit 4
         to this Quarterly  Report on Form 10-Q  and is  incorporated  herein by
         reference.  The Company was in compliance with the amended covenants as
         of September 30, 2000.

H.       Purchase of Minority Interests
         ------------------------------

         During the third quarter of 2000, the Company  purchased,  for $82, the
         minority  interests  in  its CarnaudMetalbox  Asia  Limited  subsidiary
         operations  in  Thailand,  Singapore,  Vietnam and China.  Of the total
         purchase price,  $77  was  paid  as  of September 30 with the remainder
         expected to be paid in the fourth quarter.

  I.     Supplemental Cash Flow Information
         ----------------------------------

         Cash payments for interest, net of amounts capitalized ($1 for 2000 and
         1999),  were $239 and $264 during the nine months ended  September  30,
         2000 and 1999, respectively. Cash payments for income taxes amounted to
         $31 and $46 during the nine months ended  September  30, 2000 and 1999,
         respectively.


                                      -9-


<PAGE>


                        Crown Cork & Seal Company, Inc.


J.       Segment Information
         -------------------

         The Company maintains three operating segments, defined geographically:
         Americas,  Europe  and  Asia-Pacific.  Each  reportable  segment  is an
         operating  division  within the Company  and has a President  reporting
         directly  to the  Chief  Executive  Officer  and  the  Chief  Operating
         Officer. "Corporate" includes research, development and engineering and
         administrative costs for the U. S. corporate  headquarters.  Divisional
         headquarter costs are maintained within the operating segments.

         The interim segment information is as follows:
<TABLE>
<CAPTION>
                           Quarter ended September 30,
                           ---------------------------

         2000                    Americas        Europe        Asia-Pacific        Corporate        Total
         ----                    --------        ------        ------------        ---------        -----
         <S>                     <C>             <C>               <C>              <C>           <C>
         External sales           $  987         $  885            $ 82                            $1,954
         Segment income               69            118               7             ($ 23)            171

         1999
         ----
         External sales            1,055          1,012              73                             2,140
         Restructuring
           and other charges     (    14)             3                                 4         (     7)
         Segment income              120            157               6             (  26)            257



                         Nine months ended September 30,
                         -------------------------------

         2000                    Americas        Europe        Asia-Pacific        Corporate        Total
         ----                    --------        ------        ------------        ---------        -----
         External sales           $2,789         $2,450            $231                            $5,470
         Restructuring
           and other charges          10             47                              $ 20              77
         Segment income              220            251              19             (  82)            408

         1999
         ----
         External sales            2,907          2,777             247                             5,931
         Restructuring
           and other charges     (    14)             3                                 4         (     7)
         Segment income              299            397              25             (  66)            655

</TABLE>



        The  following   table  reconciles  the  Company's   segment  income  to
        consolidated pre-tax income:

<TABLE>
<CAPTION>
                                                             Three Months Ended             Nine Months Ended
                                                                September 30,                 September 30,
                                                             ------------------             -----------------
                                                              2000        1999               2000       1999
                                                              ----        ----               ----       ----
         <S>                                                 <C>          <C>               <C>        <C>

         Total segment income                                 $171        $257               $408       $655
         Interest expense                                      102          91                291        275
         Interest income                                     (   5)      (   5)             (  15)     (  20)
         Gain on sale of assets                                          (  13)                        (  17)
         Translation and exchange adjustments                    2           2                  4         12
                                                              ----        ----               ----       ----
         Consolidated pre-tax income                          $ 72        $182               $128       $405
                                                              ====        ====               ====       ====

</TABLE>



                                      -10-

<PAGE>


                        Crown Cork & Seal Company, Inc.


K.       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.  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 one of over 100  defendants in a  substantial  number of
         lawsuits  filed by  persons  alleging  bodily  injury  as a  result  of
         exposure  to  asbestos.  This  litigation  arose  from  the  insulation
         operations of a U.S.  company,  the majority of whose stock the Company
         purchased  in 1963.  Within  approximately  three  months of this stock
         purchase, this U.S. company sold its insulation operations.

         The   reserve  for  asbestos  claims at  September 30, 2000 constitutes
         management's  best  estimate of  such  costs.   The  Company  cautions,
         however,  that  inherent in its estimate  of  liabilities are  expected
         trends in claim severity, frequency and other factors which may vary as
         claims  are filed and settled or otherwise  disposed  of.  Accordingly,
         these  matters, if  resolved in a  manner different from the  estimate,
         could have a material effect on the operating  results or cash flows in
         future periods.  While it is not possible to predict with certainty the
         ultimate  outcome of  these  lawsuits  and  contingencies,  the Company
         believes, after consultation  with  counsel, that resolution  of  these
         matters  is  not  expected to  have a  material  adverse  effect on the
         Company's financial position or liquidity.

         The Company is also subject to various lawsuits and claims with respect
         to matters such as governmental and environmental regulations and other
         actions arising out of the normal course of business.  While the impact
         on future  financial  results is not subject to  reasonable  estimation
         because considerable  uncertainty exists,  management  believes,  after
         consulting with counsel,  that the ultimate liabilities  resulting from
         such lawsuits and claims will not  materially  affect the  consolidated
         results, liquidity or financial position of the Company.

L.       Recent Accounting Pronouncements
         --------------------------------

         In September  2000,  the Financial  Accounting  Standards  Board (FASB)
         issued  Statement of  Financial  Accounting  Standards  (SFAS) No. 140,
         "Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
         Extinguishments  of  Liabilities,  a replacement  of FASB Statement No.
         125." SFAS No. 140 is effective for transfers  after March 31, 2001 and
         is effective for disclosures about  securitizations  and collateral and
         for  recognition  and  reclassification  of collateral for fiscal years
         ending after December 15, 2000. The Company is currently reviewing this
         new  standard  in  order  to  determine  its  impact,  if  any,  on the
         consolidated financial statements.

         In  September  2000,  the Emerging  Issues Task Force (EITF)  reached a
         final  consensus on the accounting  for shipping and handling  revenues
         and costs as discussed in EITF No. 00-10. The Task Force concluded that
         the costs  for  shipping  and  handling  on  customer  sales  should be
         classified  outside net sales  within the  Consolidated  Statements  of
         Income.  The consensus  recommends that these costs be reported in cost
         of products sold but permits alternative expense  classifications  with
         sufficient  disclosure of the amount and location of these costs within
         the Consolidated Statements of Income.  Implementation of this standard
         will  result in a  reclassification  of outbound  freight  costs from a
         reduction of gross sales to an increase to cost of  products  sold, the
         amount of which has not been determined at this time.  The  standard is
         effective for the fourth quarter of 2000.


                                      -11-


<PAGE>

                        Crown Cork & Seal Company, Inc.


         In June 2000,  the FASB issued SFAS No. 138, an  amendment  to SFAS No.
         133.  This  statement  is  effective  concurrently  with SFAS No.  137,
         "Accounting  for  Derivative   Instruments  and  Hedging  Activities  -
         Deferral of the Effective  Date of FASB statement No. 133, an amendment
         of FASB  statement No. 133." SFAS No. 137 deferred the  effective  date
         for  accounting  and reporting  requirements  of SFAS No. 133 to fiscal
         years  beginning  after  June  15,  2000.  These  statements  establish
         accounting  and reporting  guidelines for  derivative  instruments  and
         hedging  activities.  These  statements  require  that  all  derivative
         instruments be measured at their current fair value and recorded on the
         consolidated  balance  sheet  as  either  assets  or  liabilities.  The
         accounting for changes in the fair value of these  instruments is based
         on their intended use along with their hedge  designation.  The Company
         continues its  preparation for the January 1, 2001  implementation  and
         continues  to  evaluate  its  potential  impact  on  the   consolidated
         financial statements.

         In December  1999, the U. S.  Securities and  Exchange  Commission (SEC
         issued Staff Accounting Bulletin (SAB) No. 101.  SAB No. 101 summarizes
         certain  of  the  SEC  staff   views  on  applying  generally  accepted
         accounting principles to  recognition,   presentation and disclosure of
         revenue in the consolidated financial  statements.  Adoption of SAB No.
         101, as amended by SAB Nos.  101A and 101B, issued in 2000, is required
         in the fourth  quarter.  The Company continues to review the guidelines
         of  SAB No. 101 and its  amendments  to  determine  the  impact of  its
         provisions, if any, on the consolidated financial statements.

M.       Foreign Currency Risk
         ---------------------

         The  Company  is  exposed to  foreign  currency risk as a result of its
         international  operations,  principally  European,  which  constitute a
         significant  portion  of  the  Company's   consolidated   revenues  and
         identifiable  assets.  These operations have resulted in a large volume
         of   foreign   currency   commitment  and   transaction  exposures  and
         significant foreign currency net asset exposures.  The Company  manages
         its risk to adverse fluctuations in foreign exchange rates  through the
         use of a netting  strategy which  matches  foreign  currency assets and
         liabilities  whenever  possible  and  the use of financial instruments.
         These  financial  instruments are  foreign  currency contracts, such as
         swaps and forwards.  At September 30, 2000, the Company had outstanding
         contracts,   primarily  in  European   currencies,  Singapore  dollars,
         Canadian dollars and  U.S. dollars (both buy and sell) for an aggregate
         notional amount of approximately $1,102 compared to $1,336 at  December
         31, 1999.  Based  on  exchange  rates  at  September 30, 2000  and  the
         maturity dates of the  various contracts, the fair value of these items
         at September 30, 2000 was approximately $5 above the contract  notional
         value.  Gains and  losses resulting from  contracts that are designated
         and  effective  as  hedges  are  recognized  in the same period as  the
         underlying hedged transaction.




                                      -12-

<PAGE>


                        Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         (in millions,  except per share, employee,  shareholder and statistical
          data; per share earnings are quoted as diluted)

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

         The following discussion presents  management's analysis of the results
         of operations for the three and  nine  months ended September 30, 2000,
         compared to  the  corresponding  period  in  1999  and  the  changes in
         financial  condition   and  liquidity  from  December  31, 1999.   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, 1999,  along
         with the  consolidated  financial statements and related notes included
         in and referred to within this report.

         Restructuring and Other Charges
         -------------------------------

         During the second quarter,  the Company  provided $51 ($36 after-tax or
         $.28  per  share)  for  the  costs   associated   with  (i)   structure
         modifications  in Europe  resulting in the termination of approximately
         700 employees and, (ii) the closure of three Americas  Division  plants
         resulting in the termination of approximately  350 employees.  The cash
         impact of the  restructuring  plan is  currently  estimated at $5, when
         completed.  The Company anticipates that the restructuring actions will
         generate  after-tax  savings  of  approximately  $30 ($.24 per  diluted
         share)  on an  annualized  basis  when  fully  implemented.  Additional
         details about the  restructuring  activities  are provided in Note F to
         the  Consolidated  Financial  Statements  included  in  Item 1 of  this
         Quarterly Report on Form 10-Q.

         During the second quarter, the Company also provided $26 ($19 after-tax
         or $.15 per share) for asset impairments.  Additional details about the
         asset  impairment  charges are  provided in Note E to the  Consolidated
         Financial  Statements  included in Item 1 of this  Quarterly  Report on
         Form 10-Q.

         During the third  quarter  of 1999,  the  Company  reported a credit to
         restructuring  of $7 ($5  after-tax or $.04 per share) for the reversal
         of a portion of its September 1998  restructuring  provision, offset in
         part by an  additional  provision  for the closure of a plant in Europe
         and  the   reorganization  of   worldwide   research  and   development
         operations.

         The  foregoing  restructuring  charges  represent  the  Company's  best
         estimates,  but necessarily  make numerous  assumptions with respect to
         industry  performance,  general business and economic  conditions,  raw
         material 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 are
         subject  to  the   considerations   described  under   "Forward-Looking
         Statements."  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.

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

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

         Net income  available  to common  shareholders  for the  quarter  ended
         September  30, 2000 was $44, a decrease  of $70  compared to prior year
         net income of $114.  Third quarter earnings per share decreased to $.35
         from $.91 a year earlier. Third quarter 1999 net income included (i) an
         after-tax  credit for  restructuring of $5 (or $.04 per share) as noted
         above,  (ii)  an  after-tax  charge  of $2  (or  $.02  per  share)  for
         earthquake damage sustained at a beverage  can  plant in  Turkey, (iii)
         an  after-tax  charge  of  $4  (or  $.03  per  share)  related  to  the
         disposition of Golden Aluminum Company, and (iv) an after-tax credit of
         $7 (or $.05 per share) related to assets sales.   Excluding these items



                                      -13-

<PAGE>


                        Crown Cork & Seal Company, Inc.


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

         (a total  credit of $6 or $.04 per  share),  third  quarter  net income
         available to common shareholders decreased from  $108 in 1999 to $44 in
         2000. Earnings per share, as adjusted, decreased from $.87 in the third
         quarter of 1999 to $.35 in 2000.  The  decrease  was due  primarily  to
         lower U.S.  beverage can and food can volumes,  lower European food can
         volumes,  increased  raw  materials and  conversion  costs, competitive
         pressures  on  pricing  across  several  products, and  rising interest
         rates,  all of which management expects will continue in the near term.
         In addition, consolidation  among the Company's customers and suppliers
         continued to put pressure on operating margins.

         For the nine months ended  September 30, 2000, net income  available to
         common  shareholders was $61 or $.49 per share compared with net income
         of $235 or $1.90 per share for the same period in 1999.  The decline in
         earnings included the impact of the second quarter after-tax charges of
         $55 or $.44 per share for  restructuring  and other charges  identified
         above,  and $13 or $.10 per share for a bad debt  provision  for a U.S.
         food  can   customer.   Excluding   the  effects  of  these  and  other
         non-recurring  items in 2000 and 1999,  net income  available to common
         shareholders  was $129 or $1.03 per share  compared  with $227 or $1.84
         per share for the same period in 1999, a decrease of $98.

         Net Sales
         ---------

         Net  sales  in the  third  quarter  of  $1,954  decreased  $186 or 8.7%
         compared to 1999 sales of $2,140 due to  (i) currency  translation from
         the continuing strength of the U.S. dollar against the Euro, (ii) lower
         lower sales unit volumes of  beverage cans in the U.S. and food cans in
         the U.S. and Europe, and (iii) business  divestitures, partially offset
         by (iv) the pass-through of higher aluminum  and resin costs. Net sales
         for the nine  months ended  September 30, 2000 decreased   $461 or 7.8%
         compared to 1999.  Foreign   currency  translation reduced net sales by
         $116  in  the  third  quarter  of  2000  compared  to  the  same period
         in 1999. Divested operations accounted for $34 of the decrease in sales
         compared  to the third  quarter  of 1999.  Sales  from U.S.  operations
         decreased 9.3% and those in non-U.S.  operations  decreased  8.3%, with
         U.S.  sales  accounting for 40.6% in the third quarter of 2000 compared
         to 40.9% for the same period in 1999.  Sales of beverage  cans and ends
         in the quarter increased to 31.4% from 28.9% of total net sales,  while
         sales of food cans and ends  accounted  for 32.7% in 2000  compared  to
         34.0% in 1999.

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

                                              Net  Sales                                Percentage Change
                             ---------------------------------------------          ------------------------
                                Third Quarter              Nine Months               Third            Nine
                              2000       1999           2000       1999             Quarter          Months
                              ----       ----           ----       ----             -------          ------
         <S>                  <C>        <C>            <C>        <C>              <C>              <C>
         Divisions:

         Americas             $  987     $1,055         $2,789     $2,907           ( 6.4%)          ( 4.1%)
         Europe                  885      1,012          2,450      2,777           (12.5%)          (11.8%)
         Asia-Pacific             82         73            231        247            12.3%           ( 6.5%)
         Corporate
                              ------     ------         ------     ------
                              $1,954     $2,140         $5,470     $5,931           ( 8.7%)          ( 7.8%)
                              ======     ======         ======     ======

</TABLE>

         Net sales in the Americas Division decreased $68 and $118 for the three
         and nine  months  ended  September  30,  2000,  compared  with the same
         periods in 1999. The decrease in the third quarter was primarily due to
         $34 of divested  operations,  and lower  beverage and food can volumes,
         partially  offset by the  pass-through of increased  aluminum and resin
         costs.  Americas  Division  beverage can volumes  decreased 3.5% in the
         third quarter compared to 1999 as a 6.2% decrease in North America



                                      -14-

<PAGE>


                        Crown Cork & Seal Company, Inc.


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

         was  partially  offset by increases in Latin  America.  The decrease in
         North America  reflected an overall  industry  decline in excess of 5%.
         The decrease in U.S.  food can volumes was  primarily due to a customer
         in  Chapter  11  bankruptcy  proceedings  who has  reduced  its  volume
         requirements  compared  to the third  quarter of the prior  year.  U.S.
         beverage  closure volumes  increased 22.4% compared to the same quarter
         of the prior year, while PET beverage bottle volumes decreased 3.4%.

         Net  sales in the  European  Division  decreased  $127 and $327 for the
         three and nine months ended September  30,  2000,  compared to the same
         periods in 1999. The continued  strength of the U.S. dollar against the
         Euro reduced  reported third quarter sales by $113 million  compared to
         the  same   quarter  of  1999.   Excluding   the  effects  of  currency
         translation,  third  quarter net sales  decreased  1.4% compared to the
         prior year.  Third quarter food can volumes  decreased 5.1% compared to
         the prior  year, primarily  in the U.K.  Beverage  can  volumes  in the
         quarter  increased  5.1%  as  strong  demand  in  southern  Europe  was
         partially offset by lower demand in the UK.

         Net  sales  in the  Asia-Pacific  Division  increased  $9 in the  third
         quarter compared to the prior year, but decreased $16 from 1999 for the
         nine months ended September 30, 2000. The quarterly improvement in 2000
         was  primarily  due  to  stronger  beverage  can  sales  in  China  and
         Singapore.  Chinese  beverage  can sales were  particularly  low in the
         third  quarter of  1999, which the Company  believes was due  to  lower
         consumer  demand  after the  bombing of the  Chinese embassy in Kosovo,
         and the effects of the contaminant scare that affected one of our major
         customers.

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

         Cost of products sold,  excluding  depreciation and  amortization,  was
         $1,581 for the  quarter,  a decrease of $92 or 5.5%  compared to $1,673
         for the same period of 1999.  Cost of products sold for the nine months
         ended  September  30,  2000  was  $4,367,  a  decrease  of $253 or 5.5%
         compared to the same period of 1999.  The decrease was primarily due to
         lower net sales and currency translation as described above.

         As a percentage  to net sales,  cost of products sold was 80.9% for the
         third  quarter  compared to 78.2% for the same period in 1999.  For the
         nine months ended  September 30, 2000,  cost of products sold was 79.8%
         compared  to 77.9% in 1999.  Excluding  the bad debt charge from a U.S.
         food can customer as noted above,  cost of products  sold was 79.5% for
         the nine months ended September 30, 2000.

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

         Selling and administrative expenses,  excluding depreciation,  were $77
         for the third quarter,  a decrease of $8 or 9.4% compared to 1999. As a
         percentage to net sales, selling and administrative  expenses were 3.9%
         compared  to 4.0% in the third  quarter of 1999.  The  decrease  in the
         current  year was due to prior  years'  restructuring  efforts  and the
         appreciation of the U.S. dollar against the Euro.

         Operating Income
         ----------------
         For the quarter ended September 30, 2000 operating  income decreased to
         $171 from $250 in the third quarter of 1999.  For the first nine months
         operating  income  decreased  to  $485  from  $648 in the  prior  year.
         Operating  income for 2000  included $77 related to  restructuring  and
         other  charges  as  described  in  Notes  E and F to  the  Consolidated
         Financial  Statements  included in Item 1 of this  Quarterly  Report on
         Form 10-Q.



                                      -15-


<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         An analysis of operating  income by division,  excluding  restructuring
         and other charges of $77 in the second  quarter of 2000 and a credit of
         $7 in the third quarter of 1999, follows:

<TABLE>
<CAPTION>

                                           Operating Income                            Percentage Change
                             ---------------------------------------------          ------------------------
                                Third Quarter             Nine Months                Third            Nine
                              2000       1999           2000       1999             Quarter          Months
                              ----       ----           ----       ----             -------          ------
         <S>                 <C>        <C>            <C>        <C>               <C>              <C>
         Divisions:

         Americas             $ 69       $106           $230       $285             (34.9%)          (19.3%)
         Europe                118        160            298        400             (26.3%)          (25.5%)
         Asia-Pacific            7          6             19         25             (16.7%)          (24.0%)
         Corporate           (  23)     (  22)         (  62)     (  62)              4.5%
                              ----       ----           ----       ----
                              $171       $250           $485       $648             (31.6%)          (25.2%)
                              ====       ====           ====       ====

</TABLE>



         Americas Division operating income was  $69 or 7.0% of net sales in the
         third quarter compared to $106 or 10.0% in the same period of 1999. The
         decrease in  2000  operating  margins  was  due to lower  beverage  and
         food can volumes in the U.S.,  and the inability to fully recover resin
         cost increases from  customers.  These losses were partially  offset by
         the continued strong demand in Latin American beverage can operations.

         European  Division  operating  income  of $118 or  13.3%  of net  sales
         decreased from $160 or 15.8% in the third quarter of 1999. The decrease
         of $42 was primarily  due to (i) food can sales unit volume  decreases,
         (ii) foreign exchange  translation of $17, (iii) increased resin costs,
         and  (iv) competitive pricing  across several  product lines, partially
         offset by volume gains in beer and beverage cans.

         Asia-Pacific  Division  operating  margin was 8.5% for the three months
         ended September 30, 2000 compared to 8.2% in the same period of 1999.

         Net Interest Expense / Income
         -----------------------------

         Net  interest  expense  of $97 in the  third  quarter  was $11 or 12.8%
         higher  than  1999.  The  increase  was due to higher  interest  rates,
         partially  offset by the effects of lower net debt and foreign currency
         translation.

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

         The effective tax rate for the quarter and  year-to-date  was 31.9% and
         39.1%  compared  to 31.3% and 34.8% in the same  periods  of 1999.  The
         higher  rate in 2000 was  largely due to lower  pre-tax  income,  which
         increased  the impact of  non-deductible  goodwill and other  permanent
         differences on the effective tax rate. During the third quarter of 2000
         the Company  recorded a net credit of $3 in connection with its release
         of certain years' prior tax contingencies, offset in part by charges to
         increase valuation allowances for deferred tax assets.

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

         The charge for minority interests, net of equity earnings, decreased by
         $2 in the  third  quarter  of 2000  compared  to 1999 due to (i)  lower
         profits in Chinese  beverage can  operations,  and (ii) the purchase of
         the  minority  interests in the  Company's CarnaudMetalbox Asia Limited
         affiliate, offset  by (iii) improved  results  in  the  Latin  American
         beverage can operations.



                                      -16-


<PAGE>

                        Crown Cork & Seal Company, Inc.


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

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

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

         Net cash of $146 was  provided by  operations  in the nine months ended
         September 30, 2000 compared to $140 in the same period of 1999. Current
         year cash provided by operations included $205 from a  North   American
         receivables  securitization  program entered  into  during  the  second
         quarter.  Excluding the cash received from the securitization  program,
         cash of $59 was used by operations  in 2000.  The decrease of $199 from
         1999 was due primarily to lower net income from  continuing  operations
         and a reduction in certain liability balances.

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

         Investing activities used cash of $149 in the first nine months of 2000
         compared to cash used of $193 in 1999.

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

         Financing  activities  provided cash of $19 in the first nine months of
         2000 compared to $13 in 1999.

         During the third quarter of 2000, the Company  purchased,  for $82, the
         minority  interests  in  its  CarnaudMetalbox Asia  Limited  subsidiary
         operations  in Thailand,  Singapore,  Vietnam and  China.  Of the total
         purchase  price, $77  was  paid  as of  September 30 with the remainder
         expected to be paid in the fourth quarter.

         During the nine months ended  September 30, 2000, the Company,  under a
         stock  repurchase  program  approved  by  the  Board  of  Directors  in
         September 1998,repurchased  approximately 3.2 million common  shares at
         an aggregate cost of $49.

         Total debt, net of cash and cash  equivalents,  was $4,865 at September
         30, 2000 as compared to $4,837 at December 31, 1999. Total debt, net of
         cash and cash equivalents,  as a percentage to total capitalization was
         64.4% at  September  30, 2000 and 60.3% at  December  31,  1999.  Total
         capitalization  is defined by the  Company as total net debt,  minority
         interests  and  shareholders'  equity.  The increase in total debt as a
         percentage  of total  capitalization  was  affected by a  reduction  in
         shareholders' equity due to negative currency  translation  adjustments
         in the first nine months of 2000.

         On  July 26, 2000,  Standard  and  Poor's, a rating agency, lowered its
         long- and short-term ratings on the Company's  indebtedness to BBB- and
         A-3,  respectively,  from  BBB  and  A-2,  respectively.   On August 3,
         2000,  Moody's Investors Service (Moody's"), a  rating  agency, lowered
         its long- and short-term ratings on the Company's indebtedness  to Baa3
         and  Prime-3, respectively, from  Baa2 and  Prime-2,  respectively.  On
         November 7, 2000,  Moody's  further  lowered  its long- and  short-term
         ratings  on  the  Company's  indebtedness to  Ba2  and  Not Prime.  The
         long-term ratings remain  under review  by Moody's for possible further
         downgrade.   Recent   rating  agency   actions  have  resulted  in  the
         elimination, at this time, of the  Company's  access to the  commercial
         paper market. Funding for recent and future commercial paper maturities
         has been and will be  provided, as  necessary, through draw  downs from
         the Company's multicurrency revolving credit facility. Commercial paper
         outstanding at September 30, 2000 totaled $570.

         As of  September 30, 2000, the  Company had  drawn  $1,368  against its
         $2,500  multicurrency  credit  facility.   The  credit  facility has no
         restrictions on the use of the funds and the  Company  anticipates that
         it will be sufficient to fund its future  operations in the  near  term
         including,  as  necessary,   refinancing  the   Company's   outstanding
         commercial paper.  The  multicurrency facility borrowing rate of  LIBOR
         plus  1 1/2%,  as of November 7, 2000,  is  higher  than that which was
         available  in  the  commercial  paper   market  and   will,  therefore,
         increase the  Company's future  borrowing  costs.  The facility  has  a
         maturity  date of  February 4, 2002.

         The  Company currently believes that it will have access to sufficient
         credit and other liquidity  sources to  refinance existing indebtedness
         and  fund its  operations. However, there can be no assurance that such
         sources  will be  available or that the terms will not vary  materially
         from those of the Company's current credit facilities. Further negative
         rating  agency  actions  may  adversely  impact the Company's continued
         access  to credit and other liquidity sources and may increase the cost
         of securing funds from such sources in the future.


                                      -17-


<PAGE>



                        Crown Cork & Seal Company, Inc.


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

         Recent Accounting Pronouncements
         --------------------------------

         The Company is currently  reviewing  the  guidelines  of the  following
         accounting and reporting pronouncements:  SFAS No. 140, "Accounting for
         Transfers  and  Servicing of Financial  Assets and  Extinguishments  of
         Liabilities,  a  replacement  of FASB  Statement  No.  125,"  issued in
         September 2000,  EITF No. 00-10,  "Accounting for Shipping and Handling
         Revenues and Costs," final  consensus  reached in September  2000, SFAS
         No.  133  (as  amended  by SFAS  Nos.  137 and  138),  "Accounting  for
         Derivative  Instruments and Hedging  Activities," issued by the FASB in
         June  1998  and  SAB  No.  101,   "Revenue   Recognition  in  Financial
         Statements,"  issued  by the SEC in  December  1999.  Details  of these
         pronouncements  are contained in Note L to the  Consolidated  Financial
         Statements  included in Item 1 of this  Quarterly  Report on Form 10-Q.
         Management  expects that these accounting and reporting  standards will
         not have a material impact on its  consolidated  financial  statements.
         However, the  requirement of SFAS No. 133 may result in slightly higher
         volatility in the Company's quarterly consolidated financial results.

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

         On  January  1,  1999,  eleven  of the  fifteen  member  nations  ("the
         participating  countries")  of the European  Union  ("EU")  established
         fixed conversion  rates between their existing  currencies (the "legacy
         currencies") and one common  currency,  the Euro. At that time the Euro
         began  trading on currency  exchanges  and was  available for financial
         transactions.  Beginning in January 2002, new Euro-denominated currency
         (bills  and  coins)  will be  issued,  and  legacy  currencies  will be
         withdrawn from circulation.

         The largest  non-participating  country is the United Kingdom  ("U.K.")
         which provided approximately 12% of the Company's  revenues in the nine
         months ended  September 30, 2000 and is a  major  trading  partner with
         the participating countries.  Due to the  non-participation of the U.K.
         in the Euro, the competitive position of the Company's U.K.  operations
         is subject to, among other  things, fluctuations  in the exchange  rate
         between  Euro and  sterling.  Price competition  may arise from imports
         into the U.K.  or from the U.K. operations  exporting  to  the European
         continent.  At September 30, 2000, approximately  70%  of  the contract
         notional  value of  outstanding  foreign exchange contracts involve the
         Euro, primarily with sterling.

         With the  convergence  of short-term  interest rates within the EU, the
         foreign  exchange  exposure  between the  currencies  of  participating
         countries has  diminished  considerably,  and the Company has benefited
         from reduced hedging costs.

         The Company believes it has identified and substantially  addressed the
         significant  issues that may have resulted or will result from the Euro
         conversion.  These issues include increased  competitive pressures from
         greater  price   transparency,   changes  in  information   systems  to
         accommodate  various aspects of the new currency and exposure to market
         risk with respect to financial instruments. The conversion to the Euro,
         including the costs of implementation, has not been and is not expected
         to be  material.  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 and that no material  disruption  of the  Company's  business
         will occur.

         Forward-Looking Statements
         --------------------------
         Statements  included  herein in "Management's  Discussion  and Analysis
         of Financial Condition and Results of Operations",  including,  but not
         limited  to,  in  the  "Restructuring  and  Other  Charges," "Financing
         Activities" and "Euro Conversion" sections, and  in the  discussions of
         receivables   in   Note  C,  and   asbestos   claims in  Note K  to the
         Consolidated Financial Statements included in Item 1 of  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




                                      -18-
<PAGE>


                        Crown Cork & Seal Company, Inc.


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

         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, 1999, which are not  historical facts (including any
         statements concerning  plans and   objectives of  management for future
         operations or economic performance, or  assumptions  related  thereto),
         are "forward-looking  statements"    within the meaning of the  federal
         securities  laws.  In  addition, the Company  and  its  representatives
         may from time to time make  other  oral or written statements which are
         also "forward-looking statements".

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

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

         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,  1999  within  Part II,  Item 7;
         "Management's  Discussion  and  Analysis  of  Financial  Condition  and
         Results of Operations"  under the caption "Forward-Looking  Statements"
         and is incorporated  herein by reference.  Some of the factors are also
         discussed elsewhere in this Form 10-Q and in prior Company filings with
         the SEC. In addition,  other factors have been or may be discussed from
         time to time in the Company's SEC filings.

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

         Information about the Company's exposure to market risk is contained 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  year  ended  December 31, 1999.   For additional
         information about current factors impacting the Company's  market  risk
         exposure,  see  Item  1,  Part  1,  "Notes  to  Consolidated  Financial
         Statements" within Notes G, "Short-Term Borrowings and Long-Term Debt,"
         and M, "Foreign Currency Risk" and in Item 2,  Part 1,    "Management's
         Discussion  and   Analysis  of   Financial  Condition  and  Results  of
         Operations" within Results of Operations under the  caption  "Operating
         Income" and within  Liquidity and Capital Resources under the  captions
         "Financing Activities" and "Euro Conversion" included in this Quarterly
         Report on Form 10-Q.



                                      -19-


<PAGE>


                        Crown Cork & Seal Company, Inc.


                           PART II - OTHER INFORMATION


Item 5.  Other Information

         On October 26, 2000,  the  Company's  Board of Directors  declared cash
         dividends of $.25 per share on the Company's  common  stock.  Dividends
         are payable on November 20, 2000 to  shareholders of record on November
         6, 2000.


Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                    4.     Amendment No. 2 to Revolving  Credit and  Competitive
                           Advance Facility Agreement, dated as of September 26,
                           2000, among the Registrant, the Subsidiary  Borrowers
                           referred to therein, the Lenders referred to therein,
                           the Chase  Manhattan  Bank as  Administrative  Agent,
                           Societe Generale, as Documentation Agent, and Bank of
                           America Illinois, as Syndication Agent.

                  27.      Financial Data Schedule

         b)       Reports on Form 8-K

                  There  were no  reports on Form 8-K filed by Crown Cork & Seal
                  Company,  Inc.,  during the  quarter  for which this report is
                  filed.



                                      -20-



<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/ Thomas A. Kelly
                                        -------------------------------
                                        Thomas A. Kelly
                                        Vice President and Corporate Controller



         Date:      November 10, 2000
                    -----------------