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

                                 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 JUNE 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 of            (I.R.S. Employer Identification No.)
 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 125,950,853 shares of Common Stock outstanding as of July 28, 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 June 30,                                             2000              1999
--------------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>

Net sales                                                           $     1,876       $     1,997
                                                                    -----------       -----------
Costs, expenses & other income
  Cost of products sold, excluding depreciation and amortization          1,493             1,529
  Depreciation                                                               95                99
  Amortization                                                               30                32
  Provision for restructuring and other charges                              77
  Selling and administrative expense                                         78                91
  Gain on sale of assets                                                             (          2)
  Interest expense                                                           97                91
  Interest income                                                  (          6)     (          7)
  Translation and exchange adjustments                                        2                 1
                                                                    -----------       -----------
                                                                          1,866             1,834
                                                                    -----------       -----------
Income before income taxes                                                   10               163

Provision for income taxes                                                    8                55
Minority interests, net of equity earnings                         (          6)     (          8)
                                                                    -----------       -----------

Net income (loss)                                                  (          4)              100

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

Net income (loss) available to common shareholders                 ($         4)      $        96
                                                                    ===========       ===========

Earnings (loss) per average common share:
                  Basic                                            ($       .03)      $       .78
                                                                    ===========       ===========
                  Diluted                                          ($       .03)      $       .77
                                                                    ===========       ===========

Dividends per common share                                          $       .25       $       .25
                                                                    ===========       ===========
Weighted average common shares outstanding:
                  Basic                                             127,433,082       122,350,114
                  Diluted                                           127,433,082       130,040,318
---------------------------------------------------------------------------------------------------
</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>
--------------------------------------------------------------------------------------------------
Six months ended June 30,                                               2000              1999
--------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>


Net sales                                                           $     3,516       $     3,791
                                                                    -----------       -----------
Costs, expenses & other income

  Cost of products sold, excluding depreciation and amortization          2,786             2,947
  Depreciation                                                              192               200
  Amortization                                                               61                64
  Provision for restructuring and other charges                              77
  Selling and administrative expense                                        163               182
  Gain on sale of assets                                                             (          4)
  Interest expense                                                          189               184
  Interest income                                                  (         10)     (         15)
  Translation and exchange adjustments                                        2                10
                                                                    -----------       -----------
                                                                          3,460             3,568
                                                                    -----------       -----------

Income before income taxes                                                   56               223

Provision for income taxes                                                   27                84
Minority interests, net of equity earnings                         (         10)     (         10)
                                                                    -----------       -----------

Net income                                                                   19               129

Preferred stock dividends                                                     2                 8
                                                                    -----------       -----------

Net income available to common shareholders                         $        17       $       121
                                                                    ===========       ===========

Earnings per average common share:
                  Basic                                             $       .14       $       .99
                                                                    ===========       ===========
                  Diluted                                           $       .14       $       .99
                                                                    ===========       ===========

Dividends per common share                                          $       .50       $       .50
                                                                    ===========       ===========

Weighted average common shares outstanding:
                  Basic                                             125,661,602       122,338,291
                  Diluted                                           127,996,659       129,984,457
--------------------------------------------------------------------------------------------------
</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)
                                  (Unaudited)

--------------------------------------------------------------------------------
                                                       June 30,     December 31,
                                                         2000           1999
--------------------------------------------------------------------------------
Assets
Current assets
   Cash and cash equivalents                           $   244          $   267
   Receivables                                           1,263            1,166
   Inventories                                           1,447            1,312
   Prepaid expenses and other current assets               110               96
                                                       -------          -------
                 Total current assets                    3,064            2,841
                                                       -------          -------

Long-term notes and receivables                             25               27
Investments                                                142              178
Goodwill, net of amortization                            4,021            4,228
Property, plant and equipment                            3,062            3,255
Other non-current assets                                 1,063            1,016
                                                       -------          -------
                 Total                                 $11,377          $11,545
                                                       =======          =======

Liabilities and shareholders' equity
Current liabilities
   Short-term debt                                     $ 1,685          $ 1,362
   Current maturities of long-term debt                     65              169
   Accounts payable and accrued liabilities              1,791            1,803
   United States and foreign income taxes                   63               80
                                                       -------          -------
                 Total current liabilities               3,604            3,414
                                                       -------          -------

Long-term debt, excluding current maturities            3,511             3,573
Postretirement and pension liabilities                    674               686
Other non-current liabilities                             659               686
Minority interests                                        288               295
Commitments and contingent liabilities
Shareholders' equity                                    2,641             2,891
                                                      -------           -------
                                   Total              $11,377           $11,545
                                                      =======           =======

Book value per common share                           $ 20.89           $ 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>
----------------------------------------------------------------------------------------
Six months ended June 30,                                               2000       1999
----------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>
Cash flows from operating activities
   Net income                                                           $ 19       $129
   Depreciation and amortization                                         253        264
   Provision for restructuring and other charges                          55
   Gain on sale of assets                                                         (   3)
   Change in assets and liabilities, other than debt,
     net of businesses acquired                                        ( 392)     ( 523)
                                                                        ----       ----
        Net cash used in operating activities                          (  65)     ( 133)
                                                                        ----       ----
Cash flows from investing activities
   Capital expenditures                                                ( 116)     ( 178)
   Acquisition of businesses, net of cash acquired                                (  50)
   Proceeds from sale of property, plant and equipment                    20         21
   Other, net                                                          (   3)     (   4)
                                                                        ----       ----
        Net cash used in investing activities                          (  99)     ( 211)
                                                                        ----       ----
Cash flows from financing activities
   Proceeds from long-term debt                                            3          6
   Payments of long-term debt                                          ( 150)     ( 176)
   Net change in short-term debt                                         400        536
   Stock repurchased                                                   (  36)     (   1)
   Dividends paid                                                      (  65)     (  69)
   Minority contributions, net of dividends paid                       (   2)     (   5)
                                                                        ----       ----
        Net cash provided by financing activities                        150        291
                                                                        ----       ----
   Effect of exchange rate changes on cash and cash equivalents        (   9)     (  28)
                                                                        ----       ----

   Net change in cash and cash equivalents                             (  23)     (  81)
   Cash and cash equivalents at beginning of period                      267        284
                                                                        ----       ----
   Cash and cash equivalents at end of period                           $244       $203
                                                                        ====       ====

 ---------------------------------------------------------------------------------------
 Six months ended June 30,                                              2000       1999
 ---------------------------------------------------------------------------------------
 Schedule of non-cash investing activities:
      Acquisition of businesses:
        Fair value of assets acquired                                               $68
        Liabilities assumed                                                       (  18)
                                                                                   ----
                       Cash Paid                                                   $ 50
                                                                                   ====
----------------------------------------------------------------------------------------
</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)       $2,891
Net income (loss)              ($ 4)         $ 19     |                                     19                                   19
Translation adjustments        ( 74)        ( 168)    |                                                         ( 168)      (   168)
                                ---          ----     |
Comprehensive income (loss)    ($78)        ($149)    |
                                ===          ====     |
Dividends declared:                                   |
    Common                                            |                                (    63)                             (    63)
    Preferred                                         |                                (     2)                                   2)
Stock repurchased                                     |                     (    25)               (  11)                   (    36)
Preferred stock conversions                           | ( 349)         1        311                   37
------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2000                              |             $780     $1,603     $1,249     ($147)       ($844)       $2,641
====================================================================================================================================
                                                      |                                                       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                      $100         $129     |                                    129                                  129
Translation adjustments        (  71)       ( 210)    |                                                         ( 210)      (   210)
                                ----         ----     |
Comprehensive income (loss)     $ 29        ($ 81)    |
                                ====         ====     |
Dividends declared:                                   |
    Common                                            |                                (    61)                             (    61)
    Preferred                                         |                                (     8)                             (     8)
Stock repurchased                                     |                      (    1)                                        (     1)
------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1999                              |  $351       $779     $1,339     $1,310     ($167)       ($788)       $2,824
====================================================================================================================================
</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
         fairly the financial position of Crown Cork & Seal Company,  Inc. as of
         June 30, 2000, and the results of its operations and cash flows for the
         periods ended June 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 June 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                             ($ 4)                                    $100
           Less:
              Preferred stock dividends                                                (   4)
                                                ---                                     ----
        Basic EPS                              (  4)        127.4       ($ .03)           96       122.3       $ .78

        Potentially dilutive securities:
              Stock options                                                                           .1
              Assumed preferred
                 stock conversion                                                          4         7.6
                                               ----         -----                       ----       -----
        Diluted EPS                           ($  4)        127.4       ($ .03)         $100       130.0       $ .77
                                               ====         =====                       ====       =====


                                                            2000                                   1999
                                           -------------------------------------   -------------------------------------
                                                           Average                                 Average
        Year-to-date                          Income       Shares         EPS         Income       Shares        EPS
        ------------                       -------------------------------------   -------------------------------------
        Net income                             $ 19                                    $129
           Less:
            Preferred stock dividends         (   2)                                  (   8)
                                               ----                                    ----
        Basic EPS                                17         125.7       $ .14           121         122.3      $ .99

        Potentially dilutive securities:
             Stock options                                                                             .1
             Assumed preferred
                 stock conversion                                                         8           7.6
                                               ----         -----                      ----         -----
        Diluted EPS                            $ 17         125.7       $ .14          $129         130.0      $ .99
                                               ====         =====                      ====         =====
</TABLE>



                                       7

<PAGE>

                        Crown Cork & Seal Company, Inc.


          Excluded from the  computation  of diluted  earnings per share for the
          six months  ended  June 30,  2000 were 2.3  common  share  equivalents
          resulting from the assumed conversion of weighted average  outstanding
          preferred stock. The conversion would have been anti-dilutive.

          Common  shares  contingently  issuable  upon  the  exercise  of  stock
          options,  amounting to 7.8 and 5.1 shares for the quarters  ended June
          30, 2000 and 1999 and 7.9 and 5.1 shares for the six months ended June
          30, 2000 and 1999, respectively, were excluded from the computation of
          diluted  earnings  per  share  because  the  grant  price  of the then
          outstanding options was above the average market price for the related
          period.

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

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

         During  the  second  quarter  of  2000,  the  Company  entered  into  a
         receivables  securitization  agreement on behalf of its North  American
         operations. The agreement provides for the accelerated receipt of up to
         $220 of cash on available receivables.  The securitization transactions
         have been  accounted  for as a sale in  accordance  with SFAS No.  125,
         "Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
         Extinguishments of Liabilities."  Accordingly, accounts receivable sold
         under this securitization program have been reflected as a reduction in
         receivables in the accompanying consolidated balance sheet. At June 30,
         2000 net proceeds received under this program were $105.

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

                     -----------------------------------------------------------
                                                    June 30,       December 31,
                                                      2000            1999
                     -----------------------------------------------------------

                     Finished goods                 $  620          $  503

                     Work in process                   186             174

                     Raw  materials and supplies       641             635
                                                    ------          ------
                                                    $1,447          $1,312
                                                    ======          ======



E.       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.


                                       8
<PAGE>

                        Crown Cork & Seal Company, Inc.


         During 1998, the Company  provided $179 for the costs associated with a
         plan to close thirteen plants and reorganize  three  additional  plants
         During  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 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 new 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  is  reflected  as a
         reduction  of the  related asset account) is included  within  accounts
         payable and  accrued liabilities.  The components of the  restructuring
         reserve and  movements  within  these  components  during the first six
         months of 2000 were as follows:

                                      Termination  Other Exit   Asset
                                       Benefits      Costs    Write-down   Total
                                       --------      -----    ----------   -----

         January 1....................    $14          $7                   $21
         Provision....................     45           4           2        51
         Payments.....................   (  9)        ( 2)                 ( 11)
         Transfer against assets......                           (  2)     (  2)
         Other *......................   (  3)        ( 1)                 (  4)
                                          ---          --         ---       ---
                   Total..............    $47          $8                   $55
                                          ===          ===        ===       ===

         *  includes translation adjustments


         During the first six  months of 2000,  payments of $9 were made related
         to the  termination of approximately  150  employees,  106 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.

         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
         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  are
         subject  to  the  considerations   described   under   "Forward-Looking
         Statements" within "Management's  Discussion and  Analysis of Financial
         Condition and Results of Operations."  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.

F.       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.



                                       9

<PAGE>

                        Crown Cork & Seal Company, Inc.


G.       Supplemental Cash Flow Information
         ----------------------------------

         Cash payments for interest,  net of amounts capitalized,  were $186 and
         $204 during the six months ended June 30, 2000 and 1999,  respectively.
         Cash  payments for income taxes  amounted to $27 and $40 during the six
         months ended June 30, 2000 and 1999, respectively.

H.       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.   "Other"  represents  "Corporate"  which  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 June 30,
                             ----------------------
         2000                 Americas       Europe      Asia-Pacific      Other       Total
         ----                 --------       ------      ------------      ------      -----
         <S>                   <C>           <C>             <C>           <C>         <C>
         External sales        $  972        $  825          $ 79                      $1,876
         Restructuring and
             other charges         10            47                          $20           77
         Segment income            76            57             6          (  36)         103

         1999
         ----
         External sales           981           930            86                       1,997
         Segment income           103           154            11          (  22)         246


                            Six months ended June 30,
                            -------------------------
         2000                 Americas       Europe      Asia-Pacific      Other       Total
         ----                 --------       ------      ------------      -----       -----
         External sales        $1,802        $1,565          $149                     $3,516
         Restructuring and
             other charges         10            47                          $20          77
         Segment income           151           133            12          (  59)        237

         1999
         External sales         1,852         1,765           174                      3,791
         Segment income           179           240            19          (  40)        398

</TABLE>


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

                                             Second Quarter Ended          Six Months Ended
                                                    June 30,                   June 30,
                                             --------------------          ----------------
                                                 2000      1999             2000      1999
                                                 ----      ----             ----      ----
         <S>                                     <C>       <C>             <C>       <C>
         Total segment income                    $103      $246             $237      $398
         Interest expense                          97        91              189       184
         Interest income                        (   6)    (   7)           (  10)    (  15)
         Gain on sale of assets                           (   2)                     (   4)
         Translation and exchange adjustments       2         1                2        10
                                                 ----      ----             ----      ----
         Consolidated pre-tax income             $ 10      $163             $ 56      $223
                                                 ====      ====             ====      ====

</TABLE>


                                       10

<PAGE>

                        Crown Cork & Seal Company, Inc.


I.       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 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 accrual recorded for asbestos claims constitutes  management's best
         estimate  of such costs for  pending  and future  claims.  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.

J.       Recent Accounting Pronouncements
         --------------------------------

         In June 2000, the Financial  Accounting  Standards  Board (FASB) issued
         Statement  of   Financial  Accounting   Standards  (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 of the accounting and reporting requirements of SFAS No.
         133 to fiscal years beginning after June 15,  2000.   These  statements
         establish accounting and reporting standards for derivative instruments
         and  hedging  activities.  These  statements  require  that  a  company
         recognize  all  derivatives  as  either  assets  or  liabilities in the
         statement of financial position and measure those instruments at   fair
         value.  The  accounting  for changes in  the fair value of a derivative
         instrument   depends on its intended use and the resulting designation.
         The Company continues to evaluate the requirements of these  statements
         and to prepare an implementation plan.

         In December 1999, the  U.S. Securities and  Exchange  Commission issued
         Staff Accounting Bulletin (SAB) No. 101.  SAB No. 101 provides guidance
         on  the  recognition,  presentation  and  disclosure  of revenue in the
         financial statements.  Adoption of SAB No. 101, as amended by SAB  Nos.
         101A and 101B, issued during 2000, is  required  by the fourth  quarter
         of 2000.  The Company continues to evaluate the guidelines of this SAB.



                                       11


<PAGE>

                         Crown Cork & Seal Company, Inc.


K.       Foreign Currency Risk
         ---------------------

         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 June 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 $1,290 compared
         to $1,336 at December  31,  1999.  Based on exchange  rates at June 30,
         2000 and the maturity dates of the various contracts, the fair value of
         these  items at June 30,  2000  was the same as 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  share, per  share,  employee,  shareholder  and
         statistical data)

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

         The following discussion presents  management's analysis of the results
         of operations  for the six months ended June 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 structure  modifications
         in Europe resulting in the termination of  approximately  700 employees
         and the closure of three  Americas  Division  plants  resulting  in the
         termination of  approximately  350  employees.  The cash  impact of the
         restructuring  plan  this  year  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 E 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 F 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
         ---------------------------------

         Net income available to common  shareholders for the quarter ended June
         30,  2000  was  a  loss of $4, a  decrease  of $100  when  compared  to
         prior year income of $96. Earnings per diluted share was a loss of $.03
         in the quarter  compared to a gain of $.77 a year earlier.  The decline
         in earnings  includes the impact of  after-tax  charges of $55, or $.43
         per  diluted  share  for   restructuring  and other charges  identified
         above, and $13 or $.10 per diluted share for a bad debt provision for a
         U.S. food  can customer.  Excluding the charges noted  above as well as
         gains on  sale of  assets,  earnings  per  diluted  share  was  $.50, a
         decrease of   $.26  or  approximately  34%  from  $.76 a year  earlier.
         The decrease is  due  primarily  to  lower  U.S. beverage and  food can
         volumes,   lower   European  food  can  volumes,  higher  resin  costs,
         competitive pressures  on pricing  across several  products, and rising
         interest rates, all of  which  management  expects will continue in the
         near-term.

         For the six months ended June 30, 2000, net income  available to common
         shareholders was $17 or $.14 per common share compared to net income of
         $121 or $.99 per common  share for the same  period in 1999.  Excluding
         the  effects of  the charges noted above as well as any gain on sale of
         assets in 2000  and  1999, net income available  to common shareholders
         was $85 or $.68  per  common  share as  compared  with $118 or $.97 per
         common share for the same period in 1999.



                                       13

<PAGE>


                        Crown Cork & Seal Company, Inc.


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


         Net Sales
         ---------

         Net sales in the  second  quarter  of $1,876  decreased  $121  or  6.1%
         compared to 1999 sales of $1,997, due to (i) currency  translation from
         the  continuing  strength  of the  U.S.  dollar  against  most European
         currencies,  (ii) lower sales unit volumes of beverage cans in the U.S.
         and food cans in the U.S. and Europe, and (iii) business  divestitures,
         offset by the partial pass-through of higher aluminum and resin  costs.
         Net sales for the six months ended June 30, 2000 decreased $275 or 7.3%
         compared to 1999. Foreign currency translation reduced net sales by $87
         in the second quarter of  2000 as compared to the same  period in 1999.
         Divested operations also accounted for  $23  of  the  decrease in sales
         compared to the  second  quarter of 1999.  Sales from  U.S.  operations
         decreased  4.6%  and  those  in  non-U.S.  operations  decreased  7.1%,
         with U.S. sales accounting for approximately 41% of  total net sales in
         the second  quarter of  both years.  Sales of  beverage  cans and  ends
         increased to 34.0% from 32.4% of total net sales, while food  cans  and
         ends represented  27.4% in  2000 as  compared to  29.5% in  the  second
         quarter of 1999.

         An analysis of comparative net sales by operating division follows:

                                    Net Sales                 Percentage Change
                         ---------------------------------    -----------------
                         Second Quarter   Six Months Ended    Second      Six
                         2000     1999     2000      1999     Quarter    Months
                         ----     ----     ----      ----     -------    ------
         Divisions:

         Americas       $  972   $  981   $1,802    $1,852      ( 1%)     ( 3%)
         Europe            825      930    1,565     1,765      (11%)     (11%)
         Asia-Pacific       79       86      149       174      ( 8%)     (14%)
         Other
                        ------   ------    ------   ------
                        $1,876   $1,997    $3,516   $3,791      ( 6%)     ( 7%)
                        ======   ======    ======   ======


         Net sales in the Americas  Division  decreased $9 and $50 for the three
         and six months ended June 30, 2000,  compared  with the same periods in
         1999.  The decrease in the second  quarter was  primarily due to $23 of
         divested  operations and to lower U.S. beverage can volumes,  offset by
         the  partial  pass-through  of  increased  aluminum  and resin   costs.
         Beverage  can  volumes decreased  2.4% as  increases  in Latin  America
         were offset by lower U.S.  volumes.  The  improvement  in Latin America
         reflects the recovery of these markets from the slowdown caused  by the
         devaluation  of  the  Brazilian  currency  in  early  1999. Aerosol can
         volumes increased  2.1% while division food can volumes decreased 1.2%.
         U.S. food can volumes for the remainder of the year may  be affected by
         the  customer currently in Chapter 11.  U.S.  plastic  beverage closure
         volumes  have  increased  2.5%  while PET  beverage  container  volumes
         decreased 2.5%.

         Net  sales in the  European  Division  decreased  $105 and $200 for the
         three and six months ended June 30, 2000,  compared to the same periods
         in 1999.  The  decrease in the quarter was largely due to the effect of
         currency translation ($85)from the continued strength of the U.S dollar
         against most European  currencies.  Excluding  the  effects of currency
         translation,  net  sales in  the second  quarter would  have  decreased
         2.2% versus 1999, primarily due to sales unit volume losses in the U.K.
         and  Italy.  These  losses  were  offset  by  volume  gains  of 4.8% in
         beer and beverage cans, and gains throughout the plastics operations.

         Net sales in the  Asia-Pacific  Division  decreased $7 and $25 for  the
         three and six months ended June 30, 2000 compared to the same   periods
         in 1999. The decrease in the second quarter was primarily due to  lower
         volumes  and  prices  in  the  Chinese  beverage  can  market.  Overall
         second quarter beverage can volumes were within 1% of 1999 levels,   as
         the  losses  in  China  were  offset  by  stronger  demand  in  most of
         Southeast Asia.  Demand for plastic beverage  closures  remained strong
         in China and  Thailand  while food  can  volumes were at the same level
         as 1999.


                                       14

<PAGE>

                        Crown Cork & Seal Company, Inc.


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


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

         Cost of products sold,  excluding  depreciation and  amortization,  was
         $1,493 for the quarter, a decrease of $36 or 2.4% as compared to $1,529
         for the same period of 1999.  Cost of products  sold for the six months
         ended June 30, 2000 was $2,786, a decrease of 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 79.6% for the
         second  quarter  compared to 76.6% for the same period in 1999. For the
         six  months  ended  June 30, 2000,  cost  of  products  sold  was 79.2%
         compared to 77.7% in 1999.  Excluding  the  bad  debt charge for a U.S.
         food can customer as noted above, cost of  products  sold was 78.5% and
         78.7% for the three and six months ended June 30, 2000.

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

         Selling and administrative expenses,  excluding depreciation,  were $78
         for the second quarter, a decrease of $13 or 14.3% compared to 1999. As
         a percentage  to net sales,  selling and  administrative  expenses were
         4.2%  compared to 4.6% in the second  quarter of 1999.  The decrease in
         the current year is due to prior  years' restructuring  efforts and the
         appreciation  of  the  U.S. dollar against most European currencies.

         Operating Income
         ----------------

         For the quarter ended June 30, 2000 operating  income decreased to $103
         from $246 in the  second  quarter  of 1999.  For the  first six  months
         operating  income  decreased  to $237 from $398 in the prior year.  The
         2000 operating income 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.
         An analysis of operating  income by division,  excluding  restructuring
         and other charges of $77, follows:

                                  Operating  Income            Percentage Change
                         ---------------------------------     -----------------
                         Second Quarter   Six Months Ended     Second      Six
                         2000     1999     2000      1999      Quarter    Months
                         ----     ----     ----      ----      -------    ------
         Divisions:

         Americas        $ 86     $103     $161      $179       (17%)      (10%)
         Europe           104      154      180       240       (32%)      (25%)
         Asia-Pacific       6       11       12        19       (45%)      (37%)
         Other          (  16)   (  22)   (  39)    (  40)       27%         3%
                         ----     ----     ----      ----
                         $180     $246     $314      $398       (27%)      (21%)
                         ====     ====     ====      ====

         Americas Division  operating income was $86 or 8.8% of net sales in the
         second  quarter  compared  to $103 or 10.8% in the same period of 1999.
         Excluding the charge of $20 taken  for the  write-off  of a bad debt as
         discussed in  Note C to the  Consolidated Financial Statements included
         in Item 1 of this Quarterly Report on  Form 10-Q,  second  quarter 2000
         operating income was $106 or 10.9% of net sales.   The increase in 2000
         operating margins was due to prior years' cost reduction  programs  and
         to strong performances  in  Latin  American  beverage  can  operations,
         partially  offset by  lower  beverage  and  food  can  volumes in North
         America,  and  significant  increases  in  resin  costs  which were not
         completely passed through to customers.




                                       15


<PAGE>

                        Crown Cork & Seal Company, Inc.


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


         European  Division  operating  income  of  $104  or  12.6% of net sales
         decreased  from  $154 and  16.6% in the  second  quarter  of 1999.  The
         decrease  of $50 was  primarily  due to (i) food can sales  unit volume
         decreases,  (ii) foreign  exchange  translation  due to the strong U.S.
         dollar,  (iii)  increased  resin  costs, and (iv)  competitive  pricing
         across  several  products  lines,  all of which more than  offset  unit
         volume gains in (i) beer and beverage cans,  (ii) plastic  beverage and
         specialty  closures,   and  (iii)  health  and  beauty  care  packaging
         products.

         Asia-Pacific  Division  operating  margin was 7.6% for the three months
         ended June 30, 2000  compared to 12.8% in the same period of 1999.  The
         decrease in 2000  operating  income and margins  was due  primarily  to
         lower sales unit volumes and very competitive pricing for beverage cans
         in China.

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

         Net interest expense of $91 in the second quarter was $7 or 8.3% higher
         than 1999.  The increase was due to higher interest rates, which offset
         the effects of lower net debt and foreign currency translation.

         Gain on Sale of Assets
         ----------------------

         During the second quarter the Company  realized  gains of $4, primarily
         from the sale of U.S. real estate and recognized losses of $4  on other
         property and equipment.

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

         The  effective  tax  rate in the  second  quarter was 80.0% compared to
         33.7% in the same  period 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  second  quarter of 2000  the  Company
         reduced a previously established valuation allowance of $4, due  to the
         realization of net operating loss carryforwards in Mexico.

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

         The charge for minority interests, net of equity earnings, decreased by
         $2 in the second quarter of 2000 compared to 1999 due to lower  profits
         in  Chinese  beverage  can  operations,  partially  offset  by improved
         results in the Latin American beverage can operations.

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

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

         Cash of $65 was used by  operations  in the six  months  ended June 30,
         2000 compared to $133 in the second quarter of 1999.  Current year cash
         included  $105  from  a  North  American   receivables   securitization
         program entered into during the second quarter,  as discussed in Note C
         to  the  Consolidated  Financial  Statements included in Item 1 of this
         Quarterly Report on Form 10-Q.  Excluding  the  cash  received from the
         sale of these  receivables, cash  used by  operations  increased by $37
         from the same quarter in 1999 primarily due to  lower operating income.



                                       16

<PAGE>

                        Crown Cork & Seal Company, Inc.


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

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

         Investing  activities  used cash of $99 in the first six months of 2000
         compared to cash used of $211 in  1999.  The improvement was  primarily
         due lower capital expenditures in 2000, and   business  acquisitions in
         1999.  The Company intends to limit  its  capital  spending  to no more
         than  $250 in 2000, but will continue to evaluate projects that provide
         growth opportunities or develop new technologies.

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

         Financing  activities  provided cash of $150 in the first six months of
         2000  compared  to  $291  in  1999,  primarily  due lower cash used  by
         operating   and  financing  activities,   offset   by  increased  stock
         repurchases.

         Total debt,  net of cash and cash  equivalents, was $5,017 at June 30,
         2000 and  represented an increase of $180 from the balance of $4,837 at
         December 31, 1999. Total debt, net of cash and cash  equivalents,  as a
         percentage to total capitalization was 63.1% at June 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,  net of cash and cash  equivalents,  from
         December 31, 1999 was due  primarily  to the funding of working capital
         requirements  on a short-term  basis through the issuance of commercial
         paper.   The  increase  in  total  debt  as  a   percentage   of  total
         capitalization was also affected by a reduction in shareholders' equity
         due to  negative  currency  translation  adjustments  in the  first six
         months of 2000.

         On July 26, 2000, Standard & 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.  In addition, on June 27,
         2000, Moody's Investor Service, another rating agency, placed its long-
         and  short-term  ratings  of  the  Company's  indebtedness   which  are
         currently Baa2 and P-2, respectively, on review for possible downgrade.

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

         The Company is currently  reviewing  the  guidelines  of the  following
         accounting  and reporting  pronouncements:  SFAS No. 133 (as amended by
         SFAS No.  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 J to the
         Consolidated Financial Statements included in Item 1 of  this Quarterly
         Report on Form 10-Q.  Management  expects that SAB 101  will not have a
         significant impact on the Company's financial condition  and results of
         operations.

         The  Company  continues  to review  SFAS No.  133 along with the recent
         amendment  to  determine  the  extent of its  impact  on the  Company's
         financial condition and results of operations.

         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.


                                 17


<PAGE>


                        Crown Cork & Seal Company, Inc.


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


         The largest  non-participating  country is the United Kingdom  ("U.K.")
         which  provides  approximately  12% of the Company's  revenues 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 June 30,  2000,
         approximately 67% 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 benefitted
         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"  and  "Euro
         Conversion" sections, and in the discussions of  receivables in Note C,
         the  restructuring  plans  in  Note  E and asbestos claims in Note I 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  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.



                                       18
<PAGE>



                        Crown Cork & Seal Company, Inc.


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


         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

         As of June  30,  2000  there  have  been  no  material  changes  in the
         Company's  market   risk   exposure   as   described  in   Management's
         Discussion  and Analysis  contained in the  Company's  Annual Report on
         Form 10-K for the year ended December 31, 1999.



                                       19

<PAGE>


                        Crown Cork & Seal Company, Inc.


                           PART II - OTHER INFORMATION

Item 4.  Submission of Matters to Vote of Security Holders

         The  Company's  Annual  Meeting of  Shareholders  was held on April 27,
         2000.  The matters voted upon and the results  thereof are set forth in
         Part II, Item 4 of the Company's  Quarterly Report on Form 10-Q for the
         quarter ended March 31, 2000 and such Item 4 is incorporated  herein by
         reference.


Item 5.  Other Information

         a)    On July 27, 2000, the Company's Board of Directors  declared cash
               dividends of  $.25  per  share on  the  Company's  common  stock.
               Dividends  are  payable on  August 21, 2000  to  shareholders  of
               record on August 7, 2000.

         b)    On July 28, 2000, the Company announced that Dr. Jenne K. Britell
               was elected to its Board of Directors.

Item 6.  Exhibits and Reports on Form 8-K

         a)    Exhibits

                4.     Amended  and  Restated   Rights  Agreement  dated  as  of
                       May 25, 2000, between Crown Cork & Seal Company, Inc. and
                       First Chicago Trust Company of New  York (incorporated by
                       reference  to   Exhibit  1  to  Amendment  No. 1  to  the
                       Registrant's  Registration  Statement  on Form 8-A, dated
                       May 30, 2000 (File No. 1-2227)).

               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.



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<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:    August 2, 2000
                  --------------
















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