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


                                 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 MARCH 31, 1999

[   ] 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)


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

There were 122,350,114 shares of Common Stock outstanding as of April 30, 1999.


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



<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 March 31,                                                         1999               1998
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>               <C>

Net sales                                                                       $   1,793.6       $    1,892.4
                                                                                -----------       ------------
Cost, expenses & other income
  Cost of products sold, excluding depreciation and amortization                    1,418.0            1,502.2
  Depreciation and amortization                                                       133.0              136.6
  Selling and administrative expense                                                   91.0               97.6
  Gain on sale of assets                                                               (2.4)
  Interest expense                                                                     93.1               93.8
  Interest income                                                                      (7.5)              (7.4)
  Translation and exchange adjustments                                                  8.9                1.7
                                                                                -----------       ------------
                                                                                    1,734.1            1,824.5
                                                                                -----------       ------------

Income before income taxes                                                             59.5               67.9


Provision for income taxes                                                             28.4               27.9
Minority interest, net of  equity earnings                                             (1.6)               1.7
                                                                                -----------       ------------    


Net income                                                                             29.5               41.7

Preferred stock dividends                                                               3.9                5.1
                                                                                -----------       ------------ 


Net income available to common shareholders                                     $      25.6       $       36.6
                                                                                ===========       ============

Basic and  diluted earnings per average common share                            $       .21       $        .29
                                                                                ===========       ============

Dividends per common share                                                      $       .25       $        .25
                                                                                ===========       ============
Average common shares outstanding:
                  Basic                                                         122,326,336        127,100,189
                  Diluted                                                       129,957,939        137,782,068

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

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


                                       2

<PAGE>

                        Crown Cork & Seal Company, Inc.

                    CONSOLIDATED BALANCE SHEETS (Condensed)
                      (In millions except per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                    March 31,        December 31,
                                                                                      1999               1998
------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                 <C>

Assets
Current assets
         Cash and cash equivalents                                              $      276.5        $      283.9
         Receivables                                                                 1,527.7             1,359.2
         Inventories                                                                 1,526.3             1,421.0
         Prepaid expenses and other current assets                                     116.5               103.6
                                                                                ------------        ------------
                 Total current assets                                                3,447.0             3,167.7
                                                                                ------------        ------------

Long-term notes and receivables                                                         20.4                44.2
Investments                                                                             75.7                90.6
Goodwill, net of amortization                                                        4,382.2             4,565.4
Property, plant and equipment                                                        3,580.4             3,742.5
Other non-current assets                                                               869.7               858.1
                                                                                ------------        ------------
                 Total                                                          $   12,375.4        $   12,468.5
                                                                                ============        ============

Liabilities and shareholders' equity
Current liabilities
        Short-term debt                                                         $    2,734.4        $    2,331.0
        Current portion of long-term debt                                              154.3               135.0
        Accounts payable and accrued liabilities                                     1,934.0             2,180.7
        United States and foreign income taxes                                          59.0                62.8     
                                                                                ------------        ------------               
                 Total current liabilities                                           4,881.7             4,709.5
                                                                                ------------        ------------

Long-term debt, excluding current maturities                                         3,100.8             3,188.5
Postretirement and pension liabilities                                                 698.1               707.0
Other non-current liabilities                                                          595.2               609.0
Minority interests                                                                     270.0               279.7
Shareholders' equity                                                                 2,829.6             2,974.8
                                                                                ------------        ------------
                 Total                                                          $   12,375.4        $   12,468.5
                                                                                ============        ============

Book value per common share                                                     $      21.77        $      22.89

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

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


                                       3
<PAGE>

                        Crown Cork & Seal Company, Inc.

               CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Three months ended March 31,                                                        1999           1998
---------------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>

Cash flows from operating activities
   Net income                                                                        29.5           41.7
   Depreciation and amortization                                                    133.0          136.6
   Gain on sale of assets                                                            (1.7)
   Change in assets and liabilities, other than debt, net of businesses acquired   (395.8)        (503.4)
                                                                                ---------      ---------     
        Net cash used in operating activities                                      (235.0)        (325.1)
                                                                                ---------      ---------
Cash flows from investing activities
   Capital expenditures                                                             (82.1)        (113.3)
   Acquisition of businesses, net of cash acquired                                                 (34.2)
   Proceeds from sale of property, plant and equipment                               11.1            4.6
   Other, net                                                                        (2.1)          (4.2)
                                                                                ---------      ---------
        Net cash used in investing activities                                       (73.1)        (147.1)
                                                                                ---------      ---------
Cash flows from financing activities
   Proceeds from long-term debt                                                       4.4            3.9
   Payments of long-term debt                                                       (49.8)          (3.6)
   Net change in short-term debt                                                    406.0          893.1
   Stock  repurchased                                                                (1.0)        (369.0)
   Dividends paid                                                                   (34.5)         (38.0)
   Common stock issued - benefit plans                                                 .2            3.9
   Minority contributions, net of dividends paid                                     (1.9)          (1.8)
                                                                                ---------      ---------
        Net cash provided by financing activities                                   323.4          488.5
                                                                                ---------      ---------
Effect of exchange rate changes on cash and cash equivalents                        (22.7)          (1.4)
                                                                                ---------      ---------
Net change in cash and cash equivalents                                              (7.4)          14.9
Cash and cash equivalents at beginning of period                                    283.9          205.6
                                                                                ---------      ---------
Cash and cash equivalents at end of period                                      $   276.5      $   220.5
                                                                                =========      =========

---------------------------------------------------------------------------------------------------------
                                                                                    1999           1998
---------------------------------------------------------------------------------------------------------
Schedule of non-cash investing activities:
     Acquisition of businesses:
        Fair value of assets acquired                                                          $    51.2
        Liabilities assumed                                                                        (17.0)
                                                                                               ---------
                                Cash paid                                                              
                                                                                               $    34.2
                                                                                               =========

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

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


                                       4
<PAGE>


                                                                               
                         Crown Cork & Seal Company, Inc.
                            
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Accumulated
                                                                                                             Other
                                  Comprehensive|  Preferred     Common    Paid-In     Retained    Treasury   Comprehensive
                                  Income       |  Stock         Stock     Capital     Earnings    Stock      Income/(Loss)  Total
<S>                               <C>             <C>           <C>       <C>         <C>         <C>        <C>          <C>      
-----------------------------------------------|------------------------------------------------------------------------------------
Balance at December 31, 1998                   |  $350.9        $779.0     $1,340.3   $1,250.4    ($167.3)   ($578.5)     $2,974.8
Net income                          $ 29.5     |                                          29.5                                29.5
Translation adjustments            ($139.4)    |                                                             ($139.4)       (139.4)
                                    ------     |
Comprehensive income/(loss)        ($109.9)    |
                                    ======     |
Dividends declared:                            |
     Common                                    |                                         (30.6)                              (30.6)
     Preferred                                 |                                          (3.9)                               (3.9)
Stock repurchased                              |                                (.9)                  (.1)                    (1.0)
Stock issued -  benefit plans                  |                                                       .2                       .2
-----------------------------------------------|------------------------------------------------------------------------------------
Balance at March 31, 1999                      |  $350.9        $779.0     $1,339.4   $1,245.4    ($167.2)   ($717.9)     $2,829.6
===============================================|====================================================================================
                                               |                                                             Accumulated
                                               |                                                             Other
                                  Comprehensive|  Preferred     Common     Paid-In    Retained    Treasury   Comprehensive
                                  Income       |  Stock         Stock      Capital    Earnings    Stock      Income/(Loss)  Total
-----------------------------------------------|------------------------------------------------------------------------------------
Balance at December 31, 1997                   |  $520.8        $779.0     $1,560.7   $1,327.2    ($137.0)   ($521.5)     $3,529.2
Net income                           $41.7     |                                          41.7                                41.7
Translation adjustments              (54.5)    |                                                               (54.5)        (54.5)
                                     -----     |                                   
Comprehensive income/(loss)         ($12.8)    |
                                     =====     |
Dividends declared:                            |
    Common                                     |                                         (32.1)                              (32.1)
    Preferred                                  |                                          (5.1)                               (5.1)
Stock repurchased                              |  (153.3)                    (195.2)                (20.5)                  (369.0)
Stock issued - benefit plans                   |                                3.2                    .7                      3.9
                                               |
-----------------------------------------------|------------------------------------------------------------------------------------
Balance at March 31, 1998                      |  $367.5        $779.0     $1,368.7   $1,331.7    ($156.8)   ($576.0)     $3,114.1
====================================================================================================================================
</TABLE>     

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

                                       5

<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
         March 31, 1999,  and the results of its  operations  and cash flows for
         the periods ended March 31, 1999 and 1998, 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, 1998.

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

         The following table summarizes the basic and diluted earnings per share
         computations   for  the  period   ended   March  31,   1999  and  1998,
         respectively:
<TABLE>
<CAPTION>
                                                           1999                               1998
                                               -------------------------          -------------------------
                                                          Average                            Average
                                               Income     Shares     EPS          Income     Shares     EPS  
                                               -------------------------          -------------------------    
<S>                                            <C>        <C>        <C>          <C>        <C>        <C>

          Net Income                           $29.5                              $41.7
             Less:
               Preferred stock dividends        (3.9)                              (5.1)
                                               -----                              -----
          Basic EPS                            $25.6      122.3      $.21         $36.6      127.1      $.29

          Potentially dilutive securities     
            Stock options                                                                       .4    
                                               -----      -----                   -----      -----
          Diluted EPS                          $25.6      122.3      $.21         $36.6      127.5      $.29
                                               =====      =====                   =====      =====
                                               
</TABLE>

          Excluded from the  computation  of diluted  earnings per share for the
          quarters  ended  March 31, 1999 and 1998,  respectively,  were 7.6 and
          10.3 common shares resulting from the assumed  conversion of preferred
          stock. This conversion would have been antidilutive.

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

                    ------------------------------------------------------------
                                                     March 31,     December 31,
                                                       1999            1998
                    ------------------------------------------------------------
                    Finished goods                  $  677.1        $  576.8

                    Work in process                    211.0           204.2

                    Raw  material and supplies         638.2           640.0
                                                    --------        --------   
                                                    $1,526.3        $1,421.0
                                                    ========        ========



                                       6
<PAGE>


                        Crown Cork & Seal Company, Inc.


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

         During  1998,  the Company  provided  $179 ($127  after-tax or $.95 per
         share)  for the costs  associated  with  closing  thirteen  plants  and
         reorganizing  three  additional  plants.   These  actions  reflect  the
         Company's continued commitment to realign its manufacturing  facilities
         with the objective of enhancing operating efficiencies. Included in the
         restructuring  charge  were  costs to  provide  severance  and  related
         benefits,  write-down  of assets  and other  exit  costs.  The  Company
         anticipates  that this  restructuring  program will generate  after-tax
         savings of  approximately  $64 ($.48 per share) on an annualized  basis
         when fully implemented.

         The cost of  providing  severance and related  benefits is estimated at
         $99, is a cash  expense, and covers a reduction of approximately  2,900
         employees,  1,900  of  whom  are  involved   in  direct   manufacturing
         operations. Employee reductions are expected to be completed by the end
         of the third quarter of 1999.
         
         Included in this restructuring provision is a charge of $60, reflecting
         the impairment of property,  plant and equipment principally located in
         the Americas Division. This charge has been reflected as a reduction in
         the carrying  values of the related  assets.  Write-downs  of property,
         plant and  equipment were made  where the carrying  values exceeded the
         Company's  estimate of proceeds  from  abandonment  or disposal.  These
         estimates were based principally on past experience of comparable asset
         disposals.  Disposition  of assets  identified for disposal in the 1998
         action, including certain machinery, land and buildings, is expected to
         be  substantially  completed by the end of 1999.  

         Other non-recurring exit costs are estimated at $20 and are primarily a
         cash expense,  comprising the costs to effectively close and dispose of
         the facilities identified in the 1998 plan. Exit costs include, but are
         not limited to, fees related to lease  termination  and other  contract
         cancellations,  dismantlement  costs and brokers' fees for assets to be
         sold. These costs are expected to be substantially  incurred by the end
         of 1999.

         The balance of the restructuring  reserves (excluding the write-down of
         assets which is reflected as a reduction of the related asset  account)
         is  included  within  accounts  payable and  accrued  liabilities.  The
         components  of the  restructuring  reserve and  movements  within these
         components during the first quarter of 1999 were as follows:

                                        Employee       Other Exit
         (in millions)                  Severance        Costs         Total
                                        ---------      ----------      -----
         Opening balance............      $96.9          $30.8         $127.7
         Payments made..............       (9.5)          (4.4)         (13.9)
         Other movements *..........         .7            2.1            2.8
                                          -----          -----         ------
         Closing balance............      $88.1          $28.5         $116.6
                                          =====          =====         ======
         * includes translation adjustments


         During the first quarter of 1999, payments of $9.5 were made related to
         the  termination of  approximately  500  employees,  320 of  whom  were
         involved  in  direct manufacturing  operations.  Payments  of $4.4 were
         made for other exit costs, including  dismantlement   costs,  equipment
         removal and various contractual obligations.

         The foregoing  restructuring charges and related cost savings represent
         the Company's best estimates, but necessarily make numerous assumptions
         with  respect to industry  performance,  general  business and economic
         conditions,  raw materials and product  pricing  levels,  the timing of
         implementation of the restructuring and related employee reductions and
         facility  closings  and other  matters  many of which are  outside  the
         Company's control.  The Company's estimates of cost savings,  which are
         unaudited, are not necessarily indicative of future performance,  which
 


                                       7
<PAGE>

                        Crown Cork & Seal Company, Inc.


         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.

     E.  Supplemental Cash Flow Information
         ----------------------------------

         Cash payments for interest,  net of amounts  capitalized ($0.4 for 1999
         and $1.1 for 1998),  were $76.0 and $65.7 during the three months ended
         March 31, 1999 and 1998,  respectively.  Cash payments for income taxes
         amounted to $14.9 and $7.6 during the three months ended March 31, 1999
         and 1998, respectively.

     F.  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 March 31,
                                                      -----------------------
         1999                Americas        Europe        Asia-Pacific        Other         Total
         ----                --------        ------        ------------        -----         -----
         <S>                 <C>             <C>              <C>              <C>         <C>    
        
         External sales      $870.6          $835.2           $87.8                        $1,793.6

         Segment income        75.4            86.3             8.6            ($18.7)        151.6


         1998
         ----
         External sales       926.8           890.4            75.1                .1       1,892.4

         Segment income        69.9           108.7             1.1             (23.7)        156.0
</TABLE>



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


                                                 Three Months Ended March 31,
                                                 ----------------------------  
         INCOME                                    1999               1998
                                                 ----------------------------
         Total segment income                     $151.6             $156.0
         Interest expense                           93.1               93.8
         Interest income                            (7.5)              (7.4)
         Gain on sale of assets                     (2.4)
         Translation & exchange adjustments          8.9                1.7
                                                  ------             ------
              Consolidated pre-tax income         $ 59.5             $ 67.9
                                                  ======             ======



                                       8
<PAGE>

                        Crown Cork & Seal Company, Inc.


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

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

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

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



                                       9
<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 three months ended March 31, 1999,  compared to
         the corresponding period in 1998 and the changes in financial condition
         and liquidity from December 31, 1998. 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, 1998,  along with the  consolidated  financial
         statements  and related  notes  included in and referred to within this
         report.

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

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

         Net income available to common shareholders for the quarter ended March
         31, 1999 was $25.6,  a decrease of $11.0 or 30.1% when  compared to the
         respective  prior  year  amount of $36.6.  Earnings  per  common  share
         decreased  $.08 or  27.6% to $.21  from  $.29 a year  earlier  and also
         reflects a 3.8% decline in average common shares outstanding, resulting
         primarily  from the March  1998  repurchase  of shares  from  Compagnie
         Generale  d'Industrie  et de  Participations  (CGIP).  A major currency
         devaluation in Brazil resulted in a reduction of approximately $.05 per
         common share in first quarter 1999 earnings.

         Net Sales
         ---------

         Net  sales in the  quarter  decreased  $98.8 or 5.2% to  $1,793.6  from
         $1,892.4  in 1998  due  primarily  to the  pass-through  of  lower  raw
         material costs, foreign exchange translation,  a business   divestiture
         and lower overall volumes in food and  aerosol  cans.    Excluding  the
         effects of lower raw  material costs, foreign exchange translation  and
         the  business  divestiture,  net sales would have been 1.7% lower  than
         in the  first  quarter of 1998.  Sales from  U.S. operations  decreased
         by  6.2%  and  those in  non-U.S.  markets  decreased  4.6%. U.S. sales
         accounted for approximately 40% of consolidated  net sales in the first
         quarter  of  1999  and  1998.   Sales of  beverage cans  and  ends as a
         percentage of consolidated  net sales increased to 29.4% from 28.3% and
         sales of food  cans  and  ends increased in the first quarter to  31.3%
         from 30.5% compared to the first quarter of 1998.

         An analysis of comparative net sales by operating division follows:

                                                  Net Sales
                              --------------------------------------------------
                                   First Quarter          Increase / (Decrease)
                              ---------------------       ----------------------
            Division:           1999         1998            $            %
                              --------     --------       -------       -----
                  
            Americas          $  870.6     $  926.8       ($56.2)       (6.1)
            Europe               835.2        890.4        (55.2)       (6.2)
            Asia-Pacific          87.8         75.1         12.7        16.9
            Other                                .1          (.1)
                              --------     --------        -----         
                              $1,793.6     $1,892.4       ($98.8)       (5.2)
                              ========     ========        =====


         The decrease in 1999  Americas  Division net sales is primarily  due to
         the  pass-through of certain lower  raw  material  costs which amounted
         to $26 and unfavorable  foreign exchange  adjustments amounting to $23.
         The economic slowdown in  Brazil, including the significant devaluation
         of the country's local currency against the U.S. dollar since the start
         of the year, coupled  with soft food can volumes, down 5.8% compared to
         


                                       10
<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         the first quarter of  1998, offset strong  unit volume  performances in
         plastic bottles and  plastic  closures.  Beverage   can  volume  was up
         modestly  in the first quarter despite the economic  weakness in Brazil
         and  the Company's  decision  to selectively  prune  its  account  base
         following restructuring activities.

         Net sales in the  European  Division  decreased  compared  to 1998 as a
         result  of  the  pass-through  of  certain  lower  raw  material  costs
         amounting to  $11,  the  divestiture  of  the  non-personal  care  HDPE
         plastic  container   business  which accounted for $17 of first quarter
         1998 net sales,  decreased sales unit volumes in aerosol and specialty
         cans  and  competitive   pricing   throughout  the  European   business
         environment.  Beer and  beverage  can volumes  were up 3.5% with strong
         performances  in Greece and Spain.  Food can volumes  were  essentially
         flat as unit volume growth in Benelux,  Germany and Italy was offset by
         continued weakness in Eastern Europe.

         Net sales in the Asia-Pacific Division increased in 1999 as compared to
         1998  as a  result of a  24% increase in food  can  unit volumes, a 24%
         increase  in  plastic closure  unit  volumes and  an  11%  increase  in
         beverage can unit volumes, offsetting a  20% unit  volume  decline   in
         plastic  containers and  continued  price  pressure     throughout  the
         division in beverage  cans.  In  Thailand,  unit volume  increases were
         noted in beverage cans, food cans and plastic closures, while in China,
         increased  sales  unit volumes of  beverage  cans and  plastic closures
         offset plastic container shortfalls.

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

         Cost of products sold,  excluding  depreciation and  amortization,  was
         $1,418.0  for the quarter  ended March 31, 1999, a decrease of $84.2 or
         5.6%  compared to $1,502.2  for the same period in 1998.  The  decrease
         reflects (i) cost savings  from  restructuring  programs and (ii) lower
         raw material costs.

         As a percentage to net sales,  cost of products sold was 79.1% compared
         to 79.4% for the first quarter of 1998. The improvement in gross margin
         as a percentage to net sales is due  primarily to the benefits  derived
         from  the  Company's  continuing  cost  containment  and  restructuring
         programs,  offset to some extent by  competitive  influences on selling
         prices across many product lines.

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

         Selling and  administrative  expenses  for the quarter  ended March 31,
         1999 were $91.0,  a decrease of $6.6 or 6.8% from the first  quarter of
         1998.  As  a  percentage  to  net  sales,  selling  and  administrative
         expenses,  excluding  depreciation,  were 5.1% in the first  quarter as
         compared  to 5.2% for the same  period of 1998.  The  decrease  in 1999
         costs is directly  related to the continuing  rationalization  of these
         costs throughout the Company.

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

         For the quarter  ended March 31, 1999,  consolidated  operating  income
         decreased  $4.4 to $151.6  from  $156.0 at March  31,  1998.  Operating
         income as a percentage  to net sales was 8.5% for the first  quarter of
         1999 as compared to 8.2% in 1998.  An analysis of  operating  income by
         operating division follows:

                                               Operating Income
                              --------------------------------------------------
                                  First Quarter           Increase / (Decrease)
                              -------------------         ----------------------
             Division:         1999         1998             $           %
                               ----         ----           -----       -----  
             Americas         $ 75.4       $ 69.9          $ 5.5         7.9
             Europe             86.3        108.7          (22.4)      (20.6)
             Asia-Pacific        8.6          1.1            7.5       681.8
             Other             (18.7)       (23.7)           5.0        21.1
                              ------       ------          -----
                              $151.6       $156.0          ($4.4)       (2.8)
                              ======       ======           ====  



                                       11
<PAGE>


                        Crown Cork & Seal Company, Inc.
                                                                       

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

         As a percentage of net sales,  Americas  Division  operating income was
         8.7% in the  first  quarter  of 1999 as  compared  to 7.5% for the same
         period in 1998. The increase in first quarter 1999 operating margin was
         primarily due to (i) cost savings from the 1998  restructuring  program
         and (ii) unit volume  gains in plastic  bottles  and  plastic  closures
         which offset (i) the effects of the currency  devaluation in Brazil and
         (ii) sales unit volume declines of food cans.

         European  Division  operating  income as a percentage  of net sales was
         10.3%  in the  first  quarter  of 1999 as  compared  to  12.2%  for the
         comparable period of 1998. The decrease in first quarter 1999 operating
         margins was primarily due to (i) sales unit volume decreases of aerosol
         and specialty cans, (ii) continued weakness in Eastern Europe and (iii)
         the effect of  competitive  pricing  across many product  lines,  which
         offset sales unit volume gains of (i) beer and beverage cans throughout
         the division and (ii) food cans in Benelux, Germany and Italy.

         In the first  quarter  of 1999,  operating  income in the  Asia-Pacific
         Division  was 9.8% of net sales as compared to 1.5% for the same period
         in 1998.  The increase in 1999 margins was due  primarily to sales unit
         volume increases of food and beverage cans throughout the division.

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

         Net interest expense was $85.6 in the first quarter,  a decrease of $.8
         or .9% compared to first  quarter  1998 net interest  expense of $86.4.
         The  decrease in net  interest  expense is due  primarily  to generally
         lower interest  rates and lower raw  material  costs which  have helped
         to reduce the early season build-up of working capital.

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

         The  effective  tax rate in the  first  quarter  of 1999  was  47.7% as
         compared  to 41.1% for the same  period of 1998.  The  increase  in the
         effective  rate is due to lower  pre-tax  income  whereby  the  taxable
         effect  of  non-deductible  goodwill  amortization  is  proportionately
         greater.  Additionally,   pre-tax  income  in  the  Company's  European
         operations was lower in the first quarter of 1999 compared to 1998. The
         Company's blended  European tax  rate is lower than  the U.S. statutory
         rate of 35%.

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

         The charge for minority interests, net of equity earnings, increased by
         $3.3 in the first  quarter of 1999 over 1998.  This increase was due to
         improved results in the Company's consolidated joint ventures in China,
         Greece and Thailand,  offset somewhat by unfavorable results in Brazil,
         a result of the first quarter 1999 currency devaluation.



                                       12


<PAGE>

                        Crown Cork & Seal Company, Inc.

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

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

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

         Net cash of $235.0 was used by  operating  activities  during the three
         months  ended March 31, 1999 as compared to cash used of $325.1 for the
         same  period in 1998.  The $90.1  improvement  is due to lower  working
         capital  employed,  a result of the lower  raw  material  costs in 1999
         compared to 1998 as well as better working capital management.

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

         Investing  activities used cash of $73.1 during the quarter ended March
         31, 1999 compared with cash used of $147.1 for the same period of 1998.
         Capital  expenditures  for the  first  quarter  of 1999 were  $82.1,  a
         decrease of $31.2 as compared to capital  expenditures of $113.3 during
         the same  period of 1998.  The  Company  intends to limit 1999  capital
         spending to $300.0 in 1999 as compared to 1998 capital  expenditures of
         $487.0.

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

         Financing  activities  provided  cash of $323.4  in the  first  quarter
         compared  with cash  provided  of $488.5 in the first  quarter of 1998.
         Lower raw material costs have held down the cost of pre-season  working
         capital  build-ups  in 1999 and, as such,  the  increase in  commercial
         paper  borrowings  in the first  quarter  of 1999 is lower  than in the
         first quarter of 1998.

         Total  debt,  net of cash and cash  equivalents,  at March 31, 1999 was
         $5,713.0  and  represents  an increase of $342.4 above the December 31,
         1998 level of $5,370.6.  Total debt, net of cash and cash  equivalents,
         as a percentage to total  capitalization was 64.8% at March 31, 1999 as
         compared to 62.3% at December 31, 1998. Total capitalization is defined
         by the  Company as total debt,  minority  interests  and  shareholders'
         equity.

         The  increase in total  debt,  net of cash and cash  equivalents,  from
         December 31, 1998 is 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   to  total
         capitalization was also impacted by a reduction in shareholders' equity
         due to negative currency  translation  adjustments in the first quarter
         of 1999.

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

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

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

         Since  December 31, 1998,  the notional  value of  outstanding  foreign
         exchange  contracts  has been  reduced by more than 25%.  This decrease
         is due primarily to the introduction of the Euro.



                                       13
<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         The following  discussions related to the Year 2000 and Euro Conversion
         are  updated from  the  discussions  included  in  the Company's Annual
         Report on Form 10-K for the year ended December 31, 1998.         

         YEAR 2000
         ---------

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

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

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

         Inventory  and  Assessment  - The  inventory  phase  was  substantially
         completed  in  June  1998  including  the  identification  of  internal
         mission-critical  business  systems  and vendor and other  third  party
         relationships.  The Company  substantially  completed its internal risk
         assessment of potentially Y2K impacted information  technology (IT) and
         non-IT  equipment and  facilities  during October 1998. In that regard,
         the  Company  has  identified  Y2K issues  with  various  mid-range  IT
         systems, personal computers and servers, telephone systems and embedded
         systems in manufacturing and related  equipment.  The assessment of the
         Company's  third-party  risks involves the  identification  of critical
         vendors,  Y2K  confirmation  correspondence,  evaluations  and selected
         vendor  reviews.  The Company has completed the  identification  of its
         vendor  relationships  and  has  received   approximately  70%  of  its
         requested Y2K confirmation  letters.  Certain  top-critical vendors are
         being subjected to follow-up including  interviews,  on-site visits and
         other  available  means.  In  addition,  the Company  currently  has an
         inadequate  Y2K survey  response  from utility  suppliers and is in the
         process of evaluating its risk profile with respect to utility service.
         Accordingly,  the Company has initiated alternate follow-up  procedures
         and strategies to support its risk evaluation and contingency  planning
         efforts.  These  assessments  and  reviews  are  expected to be ongoing
         through June 1999.  Despite these  efforts,  the Company can provide no
         assurance  that  critical  suppliers  of  important  goods and services
         (including,  but not limited to,  utility  service and  communications)
         will complete their Y2K compliance plans in a timely manner.

         Remediation Analysis - The Company substantially completed this project
         phase in February 1999.  During this stage of the project,  remediation
         strategies  were  evaluated  and  planned  to  correct  identified  Y2K
         non-compliance.    Correction   strategies   include   vendor-supported
         upgrades, system or asset replacements, and correction of non-compliant
         code and systems consolidation.

         Implementation  - This phase  involves  the  correction  and testing of
         identified  internal  Y2K  risks in  accordance  with  the  remediation
         analysis  phase.   The  Company's   implementation   plan   established
         priorities  for  remediation  or  replacement.   The  business  systems
         considered  most  critical  to ongoing  operations  have been given the
         highest priority.  Such  mission-critical  systems include business and
         operating  systems such as sales order  billing,  production  planning,
         procurement and   disbursements,  logistics  and  embedded  systems  in
         manufacturing and related equipment that, if  shutdown or  interrupted,
         could have a material adverse impact on the Company.  All other systems
         include business support systems such as personal computer  technology,
         internal data  transmission and voice communication  that, if  shutdown
         or  interrupted,  may  have  a  less  material impact on  the Company's
         operations.


                                       14
<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         Mission  Critical  IT  Systems  -  Approximately  90% of the  Company's
         locations that contain mission-critical IT systems require some form of
         correction. As of March 31, 1999, approximately 40% of mission-critical
         business  systems  have  been  remediated,   51%  are  currently  being
         remediated  and  9% are  to  be initiated  by  June  1999.  The Company
         anticipates  that   approximately   75%  of  identified   non-compliant
         locations will be remediated by June 30, 1999.  Accordingly,  we expect
         Y2K-capable  mission-critical systems to cover approximately 80% of the
         Company's operation revenues by that date. The Company anticipates that
         the remaining mission-critical implementations will be completed during
         the second half of 1999.  Certain of these  projects have been delayed
         awaiting  the  release  of  Y2K  compliant  software  upgrades or  have
         modestly  extended  project timelines to maximize  the use of  internal
         resources.

         The Company's mission-critical system testing methods include obtaining
         hardware  and  software   certifications   from  critical  vendors  and
         consultants   and   performing  Y2K  compliance  tests  including  data
         exchange  with  critical  vendors  and  customers.  Testing of critical
         systems is  expected to be  completed  on an ongoing  basis  during the
         second half of the year.

         Embedded  Systems - During 1998, the Company  performed a comprehensive
         evaluation of embedded systems within its  manufacturing and facilities
         infrastructure.    This   evaluation   covered   approximately   27,000
         inventoried systems and over 1,000 machinery and systems manufacturers.
         Assessment results indicate a very low non-compliant rate. Accordingly,
         while the Company cannot rule out  some potential impact, overall  risk
         in this area is believed to be low.  Unit replacements or reprogramming
         will  occur as part of  the Company's  normal  maintenance  program  in
         1999.  Such  costs are  not expected to  be  significant.  The  Company
         anticipates  completing  detailed   testing  of  certain  manufacturing
         processes  during  the  second  quarter of 1999 to validate its current
         risk assessment.

         Personal  Computer  Technology - The Company is currently  implementing
         replacement or correction methods to address Y2K non-compliance in both
         hardware and software.  Modest portions of these corrections pertain to
         mission-critical   systems.   Due  to  recent  advances  in  networking
         technology which could offer significant on-going savings  in  personal
         desktop  computer  operating  costs,  the Company  is  considering  new
         remediation    alternatives   which  will  delay   completion  of  some
         mission-critical  personal computer  projects to the  third  quarter of
         1999.  The Company considers its overall risk in this area to be low.

         Telephone  Exchange  Systems - The Company has substantially  completed
         its assessment of telephone exchange  systems  within  its  facilities.
         Approximately  20% of these  systems  will be  remediated  during 1999.
         Notwithstanding  these  efforts,  the  Company  believes  that  certain
         countries  in which it  operates  may be subject  to  broader  regional
         communication system failures.  Accordingly, an  extended assessment of
         this risk is in process to both evaluate the reliability of the initial
         assessment  and identify  contingency  options  including  the possible
         utilization of satellite phones.

         Contingency  Planning - The Company is developing  contingency plans to
         address  potential  disruptions  that may result  from  unresolved  Y2K
         issues.  Because  Y2K is a  date-driven  risk,  the Company is actively
         identifying  practicable  prevention  plans for its core  operations to
         mitigate disruption,  especially in January 2000.  Prevention plans may
         include  temporary  deactivation  of certain systems and equipment just
         prior to January 1, 2000, targeted supply-chain  management measures to
         ensure  supply of certain key  commodities  as well as customer  supply
         initiatives.  For instance,  facility and manufacturing supplies may be
         procured  in 1999 to support  production  requirements  in early  2000.
         Additionally,   in  order  to  address  any  isolated  or  wide  spread
         disruptions,  the Company is  considering  help-desk and  manufacturing
         support options as  part of its  planning  scenarios.  Risks of a  less


                                       15
<PAGE>

                        Crown Cork & Seal Company, Inc.

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

         controllable  nature, such as utility service outages and communication
         system failure are being addressed in contingency  planning.  Alternate
         site manufacturing  scenarios,  alternative vendors and other scenarios
         are under current  consideration.  The Company intends to complete most
         of its  prevention and contingency  plan development and design by June
         1999. The rollout of the  contingency plan was  initiated in  the first
         quarter of 1999.  The Company is also considering potential seasonality
         effects of  Year 2000 on  consumer demand  and  operating  and  working
         capital, particularly in the fourth quarter of 1999  and  first quarter
         of Year 2000.

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

         The  Company  believes  that  the  most  reasonably  likely  worst-case
         scenario for the Company with respect to the Y2K problem is the failure
         of a critical vendor,  such as a utility supplier,  to provide required
         goods or services after December 31, 1999.  Such a failure could result
         in temporary production outages and lost sales and profits. The Company
         believes  that because of the high degree of  geographic  dispersion of
         its operations (with  approximately 223 plants in 49 countries),  it is
         unlikely an isolated  third-party failure would have a material adverse
         effect on the Company's results of operations,  financial condition, or
         cash  flow.   The  Company  also  believes  that  the   formulation  of
         contingency  plans  should  reduce the  severity and length of any such
         possible disruptions and losses.  Nevertheless,  because  the Company's
         Y2K compliance is dependent upon key third party Y2K  readiness,  there
         can   be  no assurance that the Company's Y2K  compliance  efforts will
         prevent   a  Y2K  problem  outside  its  direct control from  adversely
         affecting  the  results  of  its  operations,  financial  condition  or
         cash  flow.  In  addition, although  not  anticipated,  any  failure by
         the  Company to correct critical  internal computer systems before Year
         2000 could have such an adverse affect.

         The  Company  estimates  that  it  will  spend  approximately   $25-$30
         (pre-tax)  for its Y2K  compliance  efforts.  To date,  the Company has
         spent  approximately  $12, of which $5 has been  expensed.  The Company
         anticipates  that funding for its Y2K  compliance  program will be from
         operating  cash flows.  These cost estimates do not include labor costs
         of  employees  allocated  to the Y2K  compliance  effort,  as it is not
         practicable to accumulate  such costs.  The Company's total Y2K project
         cost estimate is based on presently available  information and does not
         necessarily  include all potential costs related to ongoing  assessment
         and remediation or any execution of contingency  plans brought about by
         internal or external Y2K issues  or cost estimate  changes  related  to
         replacement systems or code remediation  efforts.  Actual results could
         differ from these estimates.

         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  sovereign  currencies
         (the "legacy currencies") and the Euro.  For a  period of three  years,
         the transition period, both the Euro and the  individual  participants'
         currencies  will remain in  circulation.  Parties may pay for goods and
         services using either the Euro or the participating country's sovereign
         currency.  Conversion rates will be computed through a  "triangulation"
         process  which  will  convert  one  sovereign  currency  into an amount
         denominated  in the Euro and then convert the  Euro-denominated  amount
         into the second legacy  currency.  After January 1, 2002, the Euro will
         be the sole legal  tender for these  countries.  During the  transition
         period,  the  adoption of the Euro will affect a multitude of financial
         systems and business applications as the commerce of these nations will
         be transacted in the Euro and the legacy currencies.


                                       16
<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         The  Company  is  currently  addressing  Euro-related  issues and their
         impact on information systems,  currency exchange rate risk, employment
         and benefits, taxation,  contracts,  competition and pricing. Under the
         action plan developed by the Company, teams have been formed to address
         selling  prices  and  costs,  personnel  and  communications,  finance,
         administration and information technology ("IT").

         The Company has incurred and expects to continue to incur  expenses for
         the internal  technology  and  operations  staff to implement  its Euro
         conversion  plan.  These  costs,  although not expected to be material,
         will be incurred  through 2003 to cover the costs of preparing  for and
         making operational changes to accommodate the introduction of the Euro.
         The costs for this conversion  involve updated technology and are being
         addressed in conjunction with Year 2000 remediation.

         At March 31, 1999,  approximately 41% of the contract notional value on
         outstanding foreign exchange contracts involve the Euro, primarily with
         sterling.  Conversion  to  the  Euro  has  reduced  the  amount  of the
         Company's  exposure to exchange rate risk, due to the netting effect of
         having  assets and  liabilities  denominated  in a single  currency  as
         opposed to the  various  legacy  currencies.  The  number of  contracts
         outstanding  at the end of the  quarter as  compared  to the end of the
         year  has  been  reduced  by  approximately  9%  with  a  corresponding
         reduction  in  notional  value of  approximately  $760.  The  Company's
         foreign exchange hedging costs have been reduced.  Conversely,  because
         there  will be less  diversity  in the  Company's  exposure  to foreign
         currencies,  movements of the Euro's value in U.S. dollars could have a
         more pronounced effect, whether positive or negative.

         Although,   all  key  suppliers   have  committed  that  they  will  be
         Euro-compliant, the Company can give no assurance that third parties on
         whom  it  depends,   will  have  the  systems   necessary   to  process
         Euro-denominated transactions.  Moreover, disruption of activity in the
         European  markets because of the conversion  could adversely impact the
         Company's  businesses in those markets,  resulting in lost revenues and
         increased costs.

         As  part  of  the  conversion   process,   the  Company  is  developing
         contingency  plans.  The contingency  plans will provide  mechanisms to
         assess and communicate the impact of any delays.  These plans will also
         address likely  problems in the aftermath of conversion  with a view to
         maximizing the Company's ability to avoid any disruption.

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


                                       17
<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         Forward Looking Statements

         Statements included herein in "Management's  Discussion and Analysis of
         Financial  Condition  and Results of  Operations",  including,  but not
         limited to, in the "Year 2000" and "Euro Conversion"  sections,  and in
         the discussion of the restructuring plans in Note D to the Consolidated
         Financial Statements included in this Quarterly Report on Form 10-Q and
         also in Part I, Item 1: "Business" and Item 3: "Legal  Proceedings" and
         in Part II, Item 7: "Management's  Discussion and Analysis of Financial
         Condition  and  Results of  Operations",  within the  Company's  Annual
         Report on Form 10-K for the fiscal year ended December 31, 1998,  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,  1998  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.


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<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 April 22, 1999.
         The matters voted upon and the results of the votes are as follows:


                                                   - - - VOTES - - -
                                           ---------------------------------

         Election of the Board of Directors

                                                For                Withheld
                                                ---                --------

                William J. Avery            105,002,438            3,165,348

                Henry E. Butwel             104,901,869            3,265,917

                Charles F. Casey            105,499,607            2,668,179

                John W. Conway              105,019,892            3,147,894

                Francis X. Dalton           105,155,068            3,012,718

                Tommy H. Karlsson           105,018,021            3,149,765 
                                                                             
                Josephine C. Mandeville     105,641,271            2,526,515 
                                                                            
                Michael J. Mc Kenna         104,920,811            3,246,975  
                                                                           
                Thomas A. Ralph             105,015,999            3,151,787 
                                                                            
                Jean-Pierre Rosso           105,527,342            2,640,444 
                                                                            
                Alan W. Rutherford          105,013,707            3,154,079  
                                                                            
                Harold A. Sorgenti          105,618,542            2,549,244 
                 
                Guy de Wouters              105,542,784            2,625,002 
                                                                         



         The shareholder proposal described in the Company's 1999 Annual Meeting
         Proxy Statement with respect to certain management compensation matters
         was  not  presented  by the  shareholder  or his  agent  at the  Annual
         Meeting, and therefore was not submitted to a shareholder vote.



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<PAGE>

                        Crown Cork & Seal Company, Inc.


Item 5.  Other Information

(1)      On March 4,  1999,  the  Company's  Board of  Directors  declared  cash
         dividends  of $.25 per share on the  Company's  common stock and $.4712
         per share on the  Company's  4.5%  convertible  preferred  stock.  Both
         dividends are payable on May 20, 1999 to  shareholders of record on May
         4, 1999.


Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                  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/ Timothy J. Donahue
                                  Timothy J. Donahue
                                  Senior Vice President and Corporate Controller

         Date:      May 14, 1999




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