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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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, 2002

|       |                                                  
|------ | -------------------------------------------------
|[    ] | 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 incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|                                                               |  |                                     
|One Crown Way, Philadelphia, PA                                |  | 19154                               
|(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 159,300,227 shares of Common Stock outstanding as of July 31, 2002.**

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Crown Cork & Seal Company, Inc.

FORM 10-QFOR QUARTER ENDED JUNE 30, 2002

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

|                                                                                             |                                                                                                                                                      |    | 
|-------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | -- | 
|                                                                                             | Page Number                                                                                                                                         
|                                                                                            
|Item 1                                                                                       | Financial Statements                                                                                                                                 |   
|                                                                                            
|Consolidated Statements of Operations - Second Quarter                                       | 2                                                                                                                                                   
|                                                                                            
|Consolidated Statements of Operations - Six Months                                           | 3                                                                                                                                                   
|                                                                                            
|Consolidated Balance Sheets                                                                  | 4                                                                                                                                                   
|                                                                                            
|Consolidated Statements of Cash Flows                                                        | 5                                                                                                                                                   
|                                                                                            
|Consolidated Statements of Comprehensive Income / (Loss) and Changes in Shareholders Equity | 6                                                                                                                                                   
|                                                                                            
|Notes To Consolidated Financial Statements                                                   |                                                                                                                                                     
|                                                                                            
|A.                                                                                           | Statement of Information Furnished                                                                                                                   | 7 
|                                                                                            
|B.                                                                                           | Accounting Changes                                                                                                                                   | 7 
|                                                                                            
|C.                                                                                           | Early Extinguishment of Debt                                                                                                                         | 10
|                                                                                            
|D.                                                                                           | Receivables                                                                                                                                          | 10
|                                                                                            
|E.                                                                                           | Inventories                                                                                                                                          | 10
|                                                                                            
|F.                                                                                           | Debt and Liquidity                                                                                                                                   | 11
|                                                                                            
|G.                                                                                           | Supplemental Cash Flow Information                                                                                                                   | 11
|                                                                                            
|H.                                                                                           | Derivative Financial Instruments                                                                                                                     | 12
|                                                                                            
|I.                                                                                           | Restructuring                                                                                                                                        | 12
|                                                                                            
|J.                                                                                           | Asset Impairments                                                                                                                                    | 13
|                                                                                            
|K.                                                                                           | Divestitures                                                                                                                                         | 13
|                                                                                            
|L.                                                                                           | Commitments and Contingent Liabilities                                                                                                               | 13
|                                                                                            
|M.                                                                                           | Earnings Per Share                                                                                                                                   | 14
|                                                                                            
|N.                                                                                           | Segment Information                                                                                                                                  | 15
|                                                                                            
|Item 2                                                                                       | Managements Discussion and Analysis
                                                               of Financial Condition and Results of Operations |   
|                                                                                            
|                                                                                             | Introduction                                                                                                                                         | 17
|                                                                                            
|                                                                                             | Results of Operations                                                                                                                                | 17
|                                                                                            
|                                                                                             | Liquidity and Capital Resources                                                                                                                      | 21
|                                                                                            
|Forward Looking Statements                                                                   | 23                                                                                                                                                  
|                                                                                            
|Item 3                                                                                       | Quantitative and Qualitative Disclosures About Market Risk                                                                                           | 23
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                             | PART II  OTHER INFORMATION                                                                                                                          |   
|                                                                                            
|                                                                                            
|Item 2                                                                                       | Changes in Securities and Use of Proceeds                                                                                                            | 24
|                                                                                            
|Item 4                                                                                       | Submission of Matters to Vote of Security Holders                                                                                                    | 24
|                                                                                            
|Item 5                                                                                       | Other Information                                                                                                                                    | 24
|                                                                                            
|Item 6                                                                                       | Exhibits and Reports on Form 8-K                                                                                                                     | 24
|                                                                                            
|Signature                                                                                    | 25                                                                                                                                                  

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Crown Cork & Seal Company, Inc.

PART I - FINANCIAL INFORMATION


CONSOLIDATED STATEMENTS OF OPERATIONS


(In millions except share and per share data)(Unaudited)


---

|Three months ended June 30,                                           |   | 2002 |             | 2001 |  
|--------------------------------------------------------------------- | - | ---- | ----------- | ---- | -
|
|Net sales                                                             |   | $    | 1,789       |      |  
|                                                                      |   |      |             |     
|Costs, expenses & other income                                        |  
|Cost of products sold, excluding depreciation and amortization        |   |      | 1,455       |      |  
|Depreciation                                                          |   |      | 93          |      |  
|Amortization                                                          |   |      | 1           |      |  
|Selling and administrative expense                                    |   |      | 76          |      |  
|Provision for restructuring                                           |   |      |             |      | (
|Provision for asset impairments                                       |   |      |             |      |  
|(Gain) / loss on sale of assets                                       |   |      |             |      | (
|Interest expense                                                      |   |      | 86          |      |  
|Interest income                                                       | ( |      | 2           | )    | (
|Translation and exchange adjustments                                  |   |      | 9           |      |  
|                                                                      |   |      |             |     
|                                                                      |   |      | 1,718       |      |  
|                                                                      |   |      |             |     
|Income before minority interests, income taxes and extraordinary item |   |      | 71          |      |  
|                                                                      |   |      |             |      |  
|Provision for income taxes                                            |   |      | 26          |      |  
|Minority interests, net of equity earnings                            | ( |      | 6           | )    | (
|                                                                      |   |      |             |     
|Income before extraordinary item                                      |   |      | 39          |      |  
|Extraordinary item - gain on early extinguishment of debt             |   |      | 25          |      |  
|                                                                      |   |      |             |     
|Net income                                                            |   | $    | 64          |      |  
|                                                                      |   |      |             |     
|Basic earnings per share:                                             |   |      |             |      |  
|Income before extraordinary item                                      |   | $    | .30         |      |  
|Extraordinary item - gain on early extinguishment of debt             |   |      | .19         |      |  
|                                                                      |   |      |             |     
|Net income                                                            |   | $    | .49         |      |  
|                                                                      |   |      |             |     
|Diluted earnings per share:                                           |   |      |             |      |  
|Income before extraordinary item                                      |   | $    | .29         |      |  
|Extraordinary item - gain on early extinguishment of debt             |   |      | .19         |      |  
|                                                                      |   |      |             |     
|Net income                                                            |   | $    | .48         |      |  
|                                                                      |   |      |             |     
|Weighted average common shares outstanding:                           |  
|Basic                                                                 |   |      | 131,160,900 |      |  
|Diluted                                                               |   |      | 133,238,280 |      |  

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

Certain prior year amounts have been reclassified to improve comparability.

2

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS


(In millions except share and per share data)(Unaudited)


---

|Six months ended June 30,                                                                                                                |   | 2002 |             | 2001 |  
|---------------------------------------------------------------------------------------------------------------------------------------- | - | ---- | ----------- | ---- | -
|
|Net sales                                                                                                                                |   | $    | 3,356       |      |  
|                                                                                                                                         |   |      |             |     
|Costs, expenses & other income                                                                                                           |  
|Cost of products sold, excluding depreciation and amortization                                                                           |   |      | 2,760       |      |  
|Depreciation                                                                                                                             |   |      | 183         |      |  
|Amortization                                                                                                                             |   |      | 2           |      |  
|Selling and administrative expense                                                                                                       |   |      | 152         |      |  
|Provision for restructuring                                                                                                              |   |      | 2           |      |  
|Provision for asset impairments                                                                                                          |   |      |             |      |  
|(Gain) / loss on sale of assets                                                                                                          |   |      | 24          |      | (
|Interest expense                                                                                                                         |   |      | 179         |      |  
|Interest income                                                                                                                          | ( |      | 5           | )    | (
|Translation and exchange adjustments                                                                                                     |   |      | 18          |      |  
|                                                                                                                                         |   |      |             |     
|                                                                                                                                         |   |      | 3,315       |      |  
|                                                                                                                                         |   |      |             |     
|                                                                                                                                         |   |      |             |      |  
|Income / (loss) before minority interests, income taxes, extraordinary item
             and cumulative effect of a change in accounting |   |      | 41          |      | (
|                                                                                                                                         |   |      |             |      |  
|Provision for income taxes                                                                                                               |   |      | 46          |      |  
|Minority interests, net of equity earnings                                                                                               | ( |      | 10          | )    | (
|                                                                                                                                         |   |      |             |     
|Loss before extraordinary item and cumulative effect of a change in accounting                                                           | ( |      | 15          | )    | (
|                                                                                                                                         |   |      |             |      |  
|Extraordinary item - gain on early extinguishment of debt                                                                                |   |      | 25          |      |  
|Cumulative effect of a change in accounting, net of tax                                                                                  | ( |      | 1,014       | )    |  
|                                                                                                                                         |   |      |             |     
|                                                                                                                                         |   |      |             |     
|Net loss                                                                                                                                 | ( | $    | 1,004       | )    | (
|                                                                                                                                         |   |      |             |     
|                                                                                                                                         |   |      |             |      |  
|Basic and diluted earnings / (loss) per share:                                                                                           |   |      |             |      |  
|Loss before extraordinary item and cumulative effect of a change in accounting                                                           | ( | $    | .12         | )    | (
|Extraordinary item - gain on early extinguishment of debt                                                                                |   |      | .19         |      |  
|Cumulative effect of a change in accounting                                                                                              | ( |      | 7.89        | )    |  
|                                                                                                                                         |   |      |             |     
|Net loss                                                                                                                                 | ( | $    | 7.82        | )    | (
|                                                                                                                                         |   |      |             |     
|                                                                                                                                         |   |      |             |      |  
|Weighted average common shares outstanding:                                                                                              |  
|Basic                                                                                                                                    |   |      | 128,461,067 |      |  
|Diluted                                                                                                                                  |   |      | 128,461,067 |      |  

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

Certain prior year amounts have been reclassified to improve comparability.

3

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Crown Cork & Seal Company, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)


(In millions)


---

|                                             | June 30, |   | December 31,
|-------------------------------------------- | -------- | - | ------------
|
|
|
|Assets                                       |          |   |             
|Current assets                               |         
|Cash and cash equivalents                    |          | $ | 308         
|Receivables                                  |          |   | 1,145       
|Inventories                                  |          |   | 1,025       
|Prepaid expenses and other current assets    |          |   | 132         
|                                             |          |   |             
|Total current assets                         |          |   | 2,610       
|                                             |          |   |             
|                                             |          |   |             
|Long-term notes and receivables              |          |   | 20          
|Investments                                  |          |   | 79          
|Goodwill                                     |          |   | 2,563       
|Property, plant and equipment, net           |          |   | 2,540       
|Other non-current assets                     |          |   | 807         
|                                             |          |   |             
|Total                                        |          | $ | 8,619       
|                                             |          |   |             
|                                             |          |   |             
|Liabilities and shareholders' equity         |         
|Current liabilities                          |         
|Short-term debt                              |          | $ | 189         
|Current maturities of long-term debt         |          |   | 458         
|Accounts payable and accrued liabilities     |          |   | 1,734       
|Income taxes payable                         |          |   | 77          
|                                             |          |   |             
|Total current liabilities                    |          |   | 2,458       
|                                             |          |   |             
|                                             |          |   |             
|Long-term debt, excluding current maturities |          |   | 4,265       
|Postretirement and pension liabilities       |          |   | 863         
|Other non-current liabilities                |          |   | 725         
|Minority interests                           |          |   | 199         
|Shareholders' equity                         |          |   | 109         
|                                             |          |   |             
|Total                                        |          | $ | 8,619       
|                                             |          |   |             
|                                             |          |   |             

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

4

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)


(In millions)(Unaudited)


---

|Six months ended June 30,                                    | 2002 |   | 2001  |  
|------------------------------------------------------------ | ---- | - | ----- | -
|
|Cash flows from operating activities                         |      |   |       |  
|Net loss                                                     | (    | $ | 1,004 | )
|Depreciation and amortization                                |      |   | 185   |  
|Provision for restructuring and asset impairments            |      |   | 2     |  
|(Gain) / loss on sales of assets                             |      |   | 32    |  
|Extraordinary item - gain on early extinguishment of debt    | (    |   | 25    | )
|Cumulative effect of a change in accounting                  |      |   | 1,014 |  
|Change in other assets and liabilities, other than debt      | (    |   | 206   | )
|                                                             |      |   |       |  
|Net cash used in operating activities                        | (    |   | 2     | )
|                                                             |      |   |       |  
|Cash flows from investing activities                         |     
|Capital expenditures                                         | (    |   | 56    | )
|Proceeds from sale of assets                                 |      |   | 188   |  
|Other, net                                                   |      |   | 3     |  
|                                                             |      |   |       |  
|Net cash provided by / (used in) investing activities        |      |   | 129   |  
|                                                             |      |   |       |  
|Cash flows from financing activities                         |     
|Proceeds from long-term debt                                 |      |   | 14    |  
|Payments of long-term debt                                   | (    |   | 18    | )
|Net change in short-term debt                                | (    |   | 237   | )
|Shares issued                                                |      |   | 1     |  
|Minority dividends, net of contributions                     | (    |   | 15    | )
|                                                             |      |   |       |  
|Net cash provided by / (used in) financing activities        | (    |   | 255   | )
|                                                             |      |   |       |  
|Effect of exchange rate changes on cash and cash equivalents | (    |   | 20    | )
|                                                             |      |   |       |  
|Net change in cash and cash equivalents                      | (    |   | 148   | )
|                                                             |      |   |       |  
|Cash and cash equivalents at beginning of period             |      |   | 456   |  
|                                                             |      |   |       |  
|Cash and cash equivalents at end of period                   |      | $ | 308   |  
|                                                             |      |   |       |  

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

5

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) AND CHANGES IN SHAREHOLDERS EQUITY


(In millions)(Unaudited)


|                                                   
|---------------------------------------------------
|                                                   
|                                                   
|                                                   
|Balance at December 31, 2001                       
|Net income / (loss)                                
|Translation adjustments                            
|Derivatives qualifying as hedges                   
|                                                   
|Comprehensive income / (loss)                      
|                                                   
|Issuance of shares - debt for equity      exchanges
|Stock issued - other                               
|                                                   
|                                                   
|Balance at June 30, 2002                           
|                                                   
|                                                   
|                                                   
|                                                   
|Balance at December 31, 2000                       
|Net income / (loss)                                
|Translation adjustments                            
|Derivatives qualifying as hedges                   
|                                                   
|Comprehensive loss                                 
|                                                   
|                                                   
|                                                   
|Balance at June 30, 2001                           
|                                                   

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

6

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Crown Cork & Seal Company, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In millions, except per share and employee data; per share earnings are quoted as diluted)(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  of a normal and recurring nature necessary to present fairly the financial  position of Crown Cork & Seal
         Company,  Inc. as of June 30, 2002,  and the  results of its  operations  and cash flows for the three and six month periods  ended June 30, 2002
         and 2001,  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 consolidated financial statements and notes thereto included in the Companys  Annual Report on Form 10-K for the
          year ended December 31, 2001.                                                                                                                                                                                                                                                                   
|  

|B. | Accounting Changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Effective January 1, 2002, the Company adopted Statement of Financial  Accounting  Standards No. 142 (SFAS 142), Goodwill and
         Other  Intangible  Assets. SFAS 142 requires that  amortization of goodwill and other  indefinite-lived  intangible  assets be
         discontinued  upon adoption of the standard.  The standard also requires that goodwill and  indefinite-lived  intangible assets
         be tested for  impairment,  at least  annually,  under the  guidelines  established.  During the  second  quarter of 2002,  the
         Company completed its transitional  impairment review and recognized a noncash,  non-tax deductible impairment charge of $1,014
         or $7.89 per share,  reported as the cumulative effect of a change in accounting,  effective January 1, 2002. In evaluating and
         measuring the impairment  charge,  estimated fair values were calculated for each reporting unit within each operating segment
         using a combination of market values for comparable businesses and discounted cash flow projections.

7

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Crown Cork & Seal Company, Inc.

| | The following is a  reconciliation  of previously  reported  financial  information to adjusted  amounts  excluding  goodwill
         amortization  for the quarter  and six months  ended June 30, 2002 and for the prior three  annual  periods,  2001,  2000 and
         1999, respectively:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | Quarter Ended                                                                                                  |  | Six Months Ended | 
| | -------------------------------------------------------------------------------------------------------------- |  | ---------------- | 
|
|
|
| | Income / (loss) before extraordinary item and
        cumulative effect      of a change in accounting         |  | $39              | 
|
| | Addback: Goodwill amortization                                                                                 |  |                  | 
| |                                                                                                                |  |                  | 
| | Adjusted income / (loss) before extraordinary item and
            cumulative effect of a change in accounting |  | 39               | 
| |                                                                                                                |  |                  | 
| | Extraordinary item - gain on early extinguishment of debt                                                      |  | 25               | 
| | Cumulative effect of a change in accounting, net of tax                                                        |  |                  | 
| |                                                                                                                |  |                  | 
| | Adjusted net income / (loss)                                                                                   |  | $64              | 
| |                                                                                                                |  |                  | 
|
| | Basic earnings / (loss) per share:                                                                             |  |                  | 
|
| | Income / (loss) before extraordinary item and
        cumulative effect      of a change in accounting         |  | $.30             | 
|
| | Addback: Goodwill amortization                                                                                 |  |                  | 
| |                                                                                                                |  |                  | 
| | Adjusted earnings / (loss) before extraordinary item and      cumulative effect of a change in accounting      |  | .30              | 
| |                                                                                                                |  |                  | 
| | Extraordinary item - gain on early extinguishment of debt                                                      |  | .19              | 
| | Cumulative effect of a change in accounting, net of tax                                                        |  |                  | 
| |                                                                                                                |  |                  | 
| | Adjusted net income / (loss)                                                                                   |  | $.49             | 
| |                                                                                                                |  |                  | 
|
| | Diluted earnings / (loss) per share:                                                                           |  |                  | 
|
| | Income / (loss) before extraordinary item and cumulative effect
         of a change in accounting             |  | $.29             | 
| | Addback:  Goodwill amortization                                                                                |  |                  | 
| |                                                                                                                |  |                  | 
| | Adjusted earnings / (loss) before extraordinary item and      cumulative effect of a change in accounting      |  | .29              | 
| |                                                                                                                |  |                  | 
| | Extraordinary item - gain on early extinguishment of debt                                                      |  | .19              | 
| | Cumulative effect of a change in accounting, net of tax                                                        |  |                  | 
| |                                                                                                                |  |                  | 
| | Adjusted net income / (loss)                                                                                   |  | $.48             | 
| |                                                                                                                |  |                  | 

8

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Crown Cork & Seal Company, Inc.

| | 2001                                                                           |  | 2000   |   | 1999    |  
| | ------------------------------------------------------------------------------ |  | ------ | - | ------- | -
|
|
|
| |                                                                                |  |        |   |         |  
| | Income/(loss) before cumulative effect      of a change in accounting          |  | ($976  | ) | ($7.77  | )
| | Addback: Goodwill amortization                                                 |  | 113    |   | .90     |  
| |                                                                               
| | Adjusted income/(loss) before cumulative effect      of a change in accounting |  | (  863 | ) | (  6.87 | )
| |                                                                               
| | Cumulative effect of a change in accounting                                    |  | 4      |   | .03     |  
| |                                                                               
| | Adjusted income/(loss)                                                         |  | ($863  | ) | ($6.84  | )
| |                                                                               

| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
|
| | The changes in the carrying amount of goodwill by operating segment for the six
months ended June 30, 2002 are as follows:

| | Americas                               |  | Europe     |   | Asia-Pacific |   | ConsolidatedTotal |  
| | -------------------------------------- |  | ---------- | - | ------------ | - | ----------------- | -
|
| | Balance as of January 1, 2002          |  | $1,156     |   | $2,463       |   | $6                |  
| | Transitional impairment charge         |  | (     120  | ) | (     888    | ) | (  6              | )
| | Divestitures                           |  | (       75 | ) | (       56   | ) |                   |  
| | Foreign currency translation and other |  | 13         |   | 70           |   |                   |  
| |                                        |  |            |   |              |   |                   |  
| | Balance as of June 30, 2002            |  | $   974    |   | $1,589       |   | $0                |  
| |                                        |  |            |   |              |   |                   |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Identifiable  intangible  assets other than  goodwill,  as of June 30, 2002, are recorded in other  non-current  assets in the
         Consolidated Balance Sheets and, excluding minimum pension assets, are technology-based and are not material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | Also  effective  January 1, 2002,  the Company  adopted SFAS 144,  Accounting  for the  Impairment  or Disposal of Long-Lived
         Assets. SFAS 144 establishes an accounting  model,  based upon the framework  established in SFAS 121, for long-lived  assets
         to be disposed of by sales. The accounting model applies to all long-lived  assets,  including  discontinued  operations,  and
         it replaces the  provisions of APB No. 30,  Reporting  Results of Operations  Reporting the Effects of Disposal of a Segment
         of a Business and  Extraordinary,  Unusual and Infrequently  Occurring Events and Transactions, for disposal of segments of a
         business.  The standard also  requires  that  long-lived  assets  classified  as held for sale be presented  separately in the
         Consolidated  Balance  Sheets and  eliminates  the  requirement  to allocate  goodwill to  long-lived  assets to be tested for
         impairment.  Adoption of the standard had no impact on the Companys results of operations or financial position.       
|
| | On January 1, 2001,  the Company  adopted  SFAS 133,  Accounting  for  Derivative  Instruments  and Hedging  Activities,  as
         amended.  SFAS 133 requires that the Company  recognize all outstanding  derivative  instruments on the balance sheet at their
         current fair  values.  Upon  adoption,  the Company  recorded an  after-tax  credit of $4, net of $1 tax, or $.03 per share to
         earnings and an after-tax charge of $18, net of $10 tax, to accumulated other  comprehensive  income in shareholders  equity.
         The ongoing  impact on the Company from adoption of this standard and the level of use of these  instruments  will depend on a
         variety of  factors,  including,  but not limited to, the  Companys  ability to access  these  instruments  in the  financial
         markets,  the ability of the Company to naturally offset exposures within operating units,  fluctuations in interest rates and
         other market conditions, as well as future interpretive guidance from the Financial Accounting Standards Board (FASB).
|

9

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Crown Cork & Seal Company, Inc.

| | On July 30,  2002,  the FASB issued  SFAS No.  146  (SFAS 146),  Accounting  for Costs  Associated  with  Exit or  Disposal
         Activities.  SFAS 146  establishes  accounting  guidelines  for the  recognition  and  measurement of a liability at its fair
         value for the cost  associated  with an exit or disposal  activity in the period in which the  liability is  incurred,  rather
         than at the date of a commitment  to an exit or disposal  plan.  This  standard is  effective  January 1, 2003 for all exit or
         disposal activities initiated after that date.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
         Obligations.  This standard  establishes  accounting  guidelines for the recognition  and measurement of tangible  long-lived
         asset retirement obligations and their associated asset retirement costs.  The standard is effective January 1, 2003.                                                                                                                                                                                                                                                      
|

|C. | Early Extinguishment of Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the second quarter of 2002, the Company  entered into privately  negotiated  debt for equity  exchanges with holders of
         its  outstanding  notes.  As of June 30,  2002,  24.4  million  shares of common  stock  with a market  value of $190 had been
         exchanged for $210 of the face amount of debt and $5 of accrued  interest.  As a result of the completed  exchanges,  the Company recorded a gain
         from the early  extinguishment  of debt  amounting  to $25 ($25 net of tax or $.19 per  share) in the  second  quarter.  Under
         currently effective accounting guidelines, the gain was reported as an extraordinary item.  For additional information, see Note F.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | In April 2002, the FASB issued SFAS No. 145 (SFAS 145),  Recission of FASB  Statements No. 4, 44 and 64,  Amendment of FASB
         Statement  No. 13, and  Technical  Corrections.  Provisions  of SFAS 145 are  effective  for the  Company on January 1, 2003.
         Among other  provisions,  the new standard no longer permits gains or losses from  extinguishment of debt to be reported as an
         extraordinary  item  unless  the  extinguishment  qualifies  as an  extraordinary  item  under the  criteria  of APB 30.  Once
         effective,  SFAS 145  requires  that gains or losses that do not qualify  under APB 30 should be  classified  within  income /
         (loss) from  continuing  operations.  Also upon  adoption of the new  standard,  the Company will be required to restate prior
         reporting  by  reclassifying any such  extraordinary  gains or  losses to  income / (loss)  from
         continuing  operations.  Upon adoption in 2003, the Company will reclassify  previously reported  extraordinary gains from the
         early extinguishment of debt and any related taxes to income / (loss) from continuing operations.
|  

|D. | Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The  Company  utilizes  receivable  securitization  agreements  in its  management  of cash  flow  activities.
         The  Companys  current
         agreement,  entered into during 2001,  provides for the accelerated  receipt of cash up to $350 on the available pool of North
         American  receivables.  Receivables are sold without  recourse,  the Company  receives a fee for servicing the receivables and
         the  Company  has no  retained  interest  in the  receivables.  Receivables  securitized  at June 30,  2002 and  December  31,
         2001  were  $166 and  $110,
         respectively.  Amounts under these  securitizations  are reported as a reduction in  receivables in the  Consolidated  Balance
         Sheets.  During the first six months of 2002 and 2001,  net costs related to the  outstanding  receivable  securitizations  of
         approximately $5 and $7, respectively, were reported as interest expense within the Consolidated Statements of Operations.
|  

|E. | Inventories
|-- | -----------
|  

| | 
| | 
|
|
| | 
| | 
| | 
| | 
| | 
| | 
| | 

10

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Crown Cork & Seal Company, Inc.

|F. | Debt and Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | At June 30, 2002,  the Company had $2,188 of senior  secured bank debt due December 8, 2003, and a secured term loan of $140 due August
         4, 2002.  In addition to the bank debt and the term loan,  the Company had $2,443 of  outstanding  notes,  including  $234 due
         September  1, 2002,  $195 due April 15, 2003 and $395 due December 15, 2003.  As of June 30, 2002,  $184 was  available  under
         the credit  facility  and $297 was  available as of July 31,  2002.  Based on  projections  currently  available,  the Company
         believes it can pay its obligations due in 2002 with cash on hand,  cash generated from operating  activities,  and borrowings
         available under the credit facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | The balance of the term loan was reduced to $44 as of July 31, 2002,  using $74 of other  borrowings  and cash on hand, $20 of
         net  proceeds  received  from the  completion  of the sale of  certain  businesses  in  Africa,  and $2 from the sale of other
         assets.  In August, 2002, the maturity date of the term loan was extended from August 4, 2002 to December 16, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | During the second quarter of 2002, and in July 2002, the Company exchanged shares of its common stock for certain of the Companys
outstanding notes and debentures.  The exchanges as of June 30, 2002 are reflected in the outstanding note balances above.  As of
July 31, 2002, as a result of additional exchanges, the total outstanding notes were reduced to $2,381, the September 2002 notes were
reduced to $212, the April 2003 notes were reduced to $194, and the December 2003 notes were reduced to $393.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The Companys wholly owned subsidiary,  Constar International Inc. (Constar),  filed a registration statement on Form S-1 in
         May 2002, for a proposed  initial public offering of its shares by the Company and a debt offering.  The proposed  transaction
         would  include a sale of between  approximately  55% and 63% of  Constars  shares and would also  include the  repayment of a
         $350 note distributed by  Constar to
         the Company to be paid upon the  completion of the offering.  The proceeds from the repayment of the note and the sale of Constar shares
         in the offering,  if and when it is consummated,  would first be used to repay the term loan and then to reduce the borrowings
         under the senior  secured  bank debt or to pay notes as they become  due.  The  Company  will have a loss on the  transaction,
         including noncash charges for tax expense and the reclassification of cumulative  translation  adjustments to earnings.
         The actual amount of the loss will be dependent upon the percentage of shares sold and the proceeds received.  There
         can be no assurance that the proposed initial public offering will be consummated on the terms outlined above, or at all.                                                                  
|  
|   | In order to meet its obligations,  improve its financial  position and enhance its ability to refinance or extend the maturity
         of the bank debt due in December 2003, the Company is reviewing various  strategies.  These strategies  include (i) completion
         of the initial public  offering as discussed  above,  (ii)  restructuring  the terms of the Companys debt,  (iii)  generating
         additional  cash  from  operations  through  working  capital  reductions,  (iv)  issuing  debt or equity  securities  and (v)
         entering into asset  securitization  programs in Europe.  Repayment of the  Companys  scheduled  obligations  in 2003 will be
         dependent  upon the  implementation  of one or more of the strategies  mentioned  above.  The Company is in  discussions  with
         financing  sources  concerning  a possible  refinancing  plan that may include a new bank credit  facility and the issuance of
         debt or equity  securities.  Proceeds from any refinancing  would be used to repay the Companys  senior secured bank debt and
         certain of the notes,  and to pay expenses  associated  with the  transaction.  There can be no assurance,  however,  that the
         Company will be able to complete these strategies on a timely basis or on favorable terms.
|  

|G. | Supplemental Cash Flow Information                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Cash  payments,  including  prepayments  for interest,  net of amounts  capitalized,  were $163 and $260 during the six months
         ended June 30,  2002 and 2001,  respectively.  Cash  payments  for income  taxes were $22 and $28 during the six months  ended
         June 30, 2002 and 2001, respectively.
|  

11

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Crown Cork & Seal Company, Inc.

|H. | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company uses  derivative  financial  instruments,  including  swaps and  forwards,  to manage  certain  foreign  currency,
         interest  rate and commodity  price  exposures.  With the adoption of SFAS 133 in 2001,  the Company has  recognized  the fair
         values of these instruments  within its Consolidated  Balance Sheets.  At June 30, 2002, the Company had three  cross-currency
         swaps  outstanding  for a notional  value of $700.  The fair value of the euro swap was ($7)  compared to $18 at December  31,
         2001 and was reported in long-term  liabilities  at June 30, 2002.  The aggregate  fair value of $40 for the sterling swaps at
         June 30,  2002 ($58 at  December  31,  2001)  was  reported  in  non-current  assets.  The fair  values  of other  outstanding
         instruments, a net credit of $1, were reported in current assets and current liabilities.
|  
|   | The Company has designated  its sterling  cross-currency  swaps as cash flow hedges of its long-term U.K.  foreign-denominated
         debt.  The Company has also  designated  foreign  exchange and commodity  forwards as cash flow hedges of certain  anticipated
         foreign exchange and commodity  transactions.  The fair values for the instruments  designated in these hedges are included in
         accumulated  other  comprehensive  income in shareholders  equity and are reclassified  into earnings when the related hedged
         items impact earnings.  The changes in accumulated other  comprehensive  income associated with derivative  hedging activities
         during the six months ended June 30, 2002 and 2001 were as follows:                                                                                                                                                              
|  

| | 2002                                                         |  | 2001  |  
| | ------------------------------------------------------------ |  | ----- | -
|
| | Balance at January 1                                         |  | ($  4 | )
| | Transition adjustment upon adoption of SFAS 133 - net of tax |  |       |  
| | Current period changes in fair value - net of tax            |  | (  13 | )
| | Reclassifications to earnings - net of tax                   |  | 17    |  
| |                                                              |  |       |  
| | Balance at June 30                                           |  | $  0  |  
| |                                                              |  |       |  

| | During the next twelve months ending June 30, 2003,  approximately  $3 after-tax is expected to be  reclassified  to earnings.
         The actual  amount  that will be  reclassified  to  earnings  over the next  twelve  months  may vary from this  amount due to
         changing market  conditions.  No amounts were  reclassified to earnings during the first six months of 2002 in connection with
         forecasted transactions that were no longer considered probable.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|I. | Restructuring                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the first six months of 2002,  the Company  provided $2 for severance  costs in connection
                  with the closing of two crown plants in Europe.                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | During the first six months of 2001,  the Company  provided $4 for the costs  associated  with the closure of a U.S.  food can
         plant and $3 for  severance  costs to close a plant in the U.K.  and to reduce  headcount  at three  plants  in  Africa.  Also
         during the first six months of 2001, the Company  recorded a  restructuring  credit of $6 for the reversal of severance  costs
         related to a restructuring charge provided during the second quarter of 2000.                                               
|  
|   | Remaining  balances in the restructuring reserves  represent  contracts or agreements whereby payments 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 in the Consolidated  Balance Sheets.
|  

12

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Crown Cork & Seal Company, Inc.

| | The components
         of the restructuring reserve and movements within these components during the first
         six months of 2002 were as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | Termination                         |  | Other Exit |  
| | ----------------------------------- |  | ---------- | -
|
| |                                     |  |            |  
| | Balance as of January 1, 2002       |  | $ 8        |  
| | Provision                           |  | 2          |  
| | Payments made                       |  | (   7      | )
| | Other *                             |  |            |  
| |                                     |  |            |  
| | Balance as of June 30, 2002         |  | $ 3        |  
| |                                     |  |            |  
|
| | *  Includes translation adjustments

| | During the first six months of 2002, payments of $7 were made for the termination of approximately 400 employees,
         approximately 300 of whom were involved in direct manufacturing operations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|J. | Asset Impairments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the second quarter of 2001, the Company provided $4 to write-down to fair value certain property, plant and equipment
         whose value was considered to be impaired.  Fair value was based on estimated future cash flows from the related property,
         plant and equipment.  The write-downs were required due to (i) the loss of a customer contract in the U.S. plastics
         operations during the second quarter, (ii) the removal from service of certain machinery in the U.S. and Europe that was
         operating at inefficient levels, and (iii) the reduced market value of a property held for sale in Europe.
|  

|K. | Divestitures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the first  quarter of 2002,  the  Company  completed  the sales of its U.S.  fragrance  pumps  business,  its  European
         pharmaceutical  packaging  business,  and its 15%  shareholding  in Crown  Nampak (Pty) Ltd. for total net proceeds of $181. A
         net loss of $32 was recognized in connection with these sales, including
         a tax charge of $8. As of June 30,  2002,  the  Company  agreed to sell  certain  other  businesses  in Africa for $25.  These
         businesses  had sales of $27 for the six months  ended  June 30,  2002,  and total  assets of $46 as of June 30,  2002.  Gross
         proceeds of $24 were received in July, 2002, with the remainder to be received pending regulatory approval.
|  
|   | As discussed in Note F, Constar filed a registration  statement for a proposed  initial  public  offering of its shares by the
         Company.  If and when the  transaction  is  consummated,  Constar will be accounted  for as an equity  investment  and will no
         longer be consolidated.  The instruments  governing  Constars  indebtedness  will restrict  Constars ability to declare cash
         dividends.  Constar  had net sales of $358 for the six  months  ended  June 30,  2002 and total  assets of $710 as of June 30,
         2002.                                                                                                                                                                                        
|  

|L. | Commitments and Contingent Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company is one of many  defendants  in a  substantial  number of lawsuits  filed  throughout  the United States by persons
         alleging  bodily  injury as a result of exposure to  asbestos.  These claims arose from the  insulation  operations  of a U.S.
         company,  the  majority of whose stock the Company  purchased in 1963.  Approximately  90 days after the stock  purchase,  this
         U.S. company sold its insulation operations and was later merged into the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | As of June 30, 2002, the Companys  accrual for pending and future  asbestos-related  claims was $283, a decrease of $64 since
         December  31,  2001 due to  payments  made  during  the first six  months of 2002.  The  Company  estimates  that its range of
         potential  liability  for pending and future  asbestos  claims that are probable and  estimable is between $283 and $516.  The
         2002  payments  included  amounts  for claims that were  settled in previous  years.  The  accrual of $283  includes  $119 for
         committed settlements that will be paid over time and approximately  $150 for unasserted claims.  Aggregate  settlement  amounts,  including amounts committed to
         be paid in  future  periods,  were $35 for  claims  settled  during  the  first  six  months  of 2002  and $66,  $100 and $92,
         respectively,  for claims settled during 2001,  2000 and 1999.  Assumptions  underlying the accrual and the range of potential
         liability  include  that  claims for  exposure to  asbestos  that  occurred  after the sale of the U.S.  companys  insulation
         business in 1964 would not be entitled to settlement payouts and that the Pennsylvania  asbestos  legislation  described below
         is expected to have a favorable  impact on the Company's  ability to settle or defend  against  asbestos-related  claims.  The
         Companys  accrual  includes  estimates for probable costs for claims through the year 2012. The upper end of the Companys
          estimated range of possible asbestos costs of $516 includes claims beyond that date.

13

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Crown Cork & Seal Company, Inc.

| | While it is not  possible  to predict  the  ultimate  outcome of the  asbestos-related  claims and  settlements,  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.  The Company  cautions,  however,  that these  estimates for asbestos  cases and
         settlements  are  difficult to predict and may be influenced by many factors.  Accordingly,  these  matters,  if resolved in a
         manner different from the estimate, could have a material effect on the Companys financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | In December 2001, the  Commonwealth  of  Pennsylvania  enacted  legislation  that limits the  asbestos-related  liabilities of
         Pennsylvania  corporations  that are  successors by corporate  merger to companies  involved with  asbestos.  The  legislation
         limits the successors  liability for asbestos to the acquired  companys asset value. The Company has already paid
        significantly more for asbestos claims than the acquired companys asset value.  On June 12, 2002, the Company  received
         a favorable  ruling from the Philadelphia  Court of Common Pleas on the Companys  motion for summary  judgment  regarding the
         376 asbestos-related  cases pending against it in that court (in re Asbestos  Litigation,  October Term 1986, Number 001). The
         plaintiffs  claimed that the legislation was procedurally  inapplicable  and that, if applicable,  it violated due process and
         other causes of the United States and  Pennsylvania  constitutions.  That ruling has been appealed by the  plaintiffs  and the
         Company has asked the Supreme Court of Pennsylvania to conduct an expedited  review of the decision.  For more information see
         the discussion of the Companys potential liability for asbestos cases under Critical  Accounting  Policies 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, 2001.
|
| | The Company is also subject to various  lawsuits and claims with respect to matters  such as  governmental  and  environmental
         regulations and other actions arising in 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 consultation 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|M. | Earnings Per Share                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The following table summarizes the basic and diluted earnings per common share computations
for the periods ended June 30, 2002 and 2001, respectively:

| | 2002                             |  | 2001 | 
| | -------------------------------- |  | ---- | 
|
|
|
|
| | Income before extraordinary item |  | $39  | 
| | Extraordinary item               |  | 25   | 
| |                                  |  |      | 
| | Net income - basic               |  | 64   | 
|
| | Effect of dilutive securities:   | 
| | Stock options                    |  |      | 
| |                                  |  |      | 
| | Net income - diluted             |  | $64  | 
| |                                  |  |      | 

14

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Crown Cork & Seal Company, Inc.

|
|
|
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|

| | Common shares  contingently  issueable upon the exercise of stock  options,  amounting to 6.3 and 7.9 and 11.7 and 9.2 shares,
         respectively,  for the three and six  months  ended  June 30,  2002 and 2001 were  excluded  from the  computation  of diluted
         earnings  per share  because the grant  prices of the then  outstanding  options  were above the average  market price for the
         related  periods.  The  effect of stock  options of 1.4  million  shares  for the six  months  ended  June 30,  2002 were also
         excluded because of their antidilutive effect on the net loss.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|N. | Segment Information
|-- | -------------------

| | The Company maintains three operating segments,  defined  geographically:  Americas,  Europe and Asia-Pacific.  Each operating
         segment is an operating  division within the Company and has a President  reporting  directly to the Chief Executive  Officer.
         Corporate  includes Corporate  Technology and headquarters  costs.  Divisional  headquarter costs are maintained within the
         operating segments.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15

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Crown Cork & Seal Company, Inc.

| | The interim segment information is as follows:
| | ----------------------------------------------
|

|Quarter ended June 30,
|----------------------
|
|
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|
|                      
|                      
|
|
|
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      

| | * Segment income includes goodwill amortization of $10 for the Americas and $18 for Europe in the quarter and $20 for the
           Americas and $37 for Europe in the six months ended June 30, 2001.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The following table  reconciles the Companys  segment income to income / (loss) before
                  minority  interests,  income taxes, extraordinary  item, and
         cumulative effect of a change in accounting:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Three Months EndedJune 30,                                                                                                                       |  | Six Months EndedJune 30, |  
| | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | -
|
|
|
| | Total segment income                                                                                                                             |  | $164                     |  
| | Interest expense                                                                                                                                 |  | 86                       |  
| | Interest income                                                                                                                                  |  | (       2                | )
| | (Gain) / loss on sale of assets                                                                                                                  |  |                          |  
| | Translation and exchange adjustments                                                                                                             |  | 9                        |  
| |                                                                                                                                                  |  |                          |  
| | Consolidated income / (loss) before minority interests,
        income taxes, extraordinary item and cumulative effect of a change in accounting |  | $  71                    |  
| |                                                                                                                                                  |  |                          |  

16

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Crown Cork & Seal Company, Inc.

PART I - FINANCIAL INFORMATION

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations(in millions, except per share data; per share earnings are quoted as diluted)
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Introduction

The following discussion presents  managements  analysis of the results of operations for the three and six months ended June
         30, 2002,  compared to the  corresponding  periods in 2001 and the changes in financial  condition and liquidity from December
         31, 2001.  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,  2001,  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 for the quarter  ended June 30, 2002 was $64 or $.48 per share  versus $5 or $.04 per share for the second  quarter
         of 2001.  The results for 2002 included an  extraordinary  gain of $25 ($.19 per share) for the early  extinguishment  of debt
         and a charge of $4 ($.03 per share) for foreign  exchange  losses  resulting from the  devaluation of the Argentine  peso. The
         results for 2001 included a net after-tax charge of $2 ($.01 per share) for  restructuring  and asset  impairment  provisions,
         as described  later in this  discussion.  Excluding  the items noted above,  earnings per share in the second  quarter of 2002
         was $.32  compared to $.05 in the prior year  period.  The  improvement  was due  primarily to a change in  accounting  which,
         beginning in 2002,  eliminated  the  amortization  of goodwill  ($.22 per share in the second quarter of 2001) and to improved
         pricing in the Americas  Division,  partially  offset by overall lower  volumes,  higher  pension  expense in the U.S.,  lower
         pension income in the U.K. and a valuation allowance recorded for U.S. tax assets created in 2002.

For the six months ended June 30, 2002,  the Company  reported a net loss of $1,004 or $7.82 per share  compared to a net loss
         of $41 or $.33 per share for the same  period in 2001.  The results for 2002  included a noncash  charge of $1,014  ($7.89 per
         share) for goodwill  impairment,  as discussed in Note B to the consolidated  financial  statements,  an extraordinary gain of
         $25 ($.19 per  share) for the early  extinguishment  of debt,  an  after-tax  charge of $2 ($.02 per share) for  restructuring
         provisions,  an after-tax  loss on the sale of assets of $32 ($.25 per share) and an after-tax  charge of $12 ($.09 per share)
         for foreign  exchange losses  resulting from the  devaluation of the Argentine peso.  Included in the results for 2001 were an
         after-tax gain of $4 ($.03 per share) for the  transitional  adjustment from the adoption of SFAS 133 and an after-tax  charge
         of $3 ($.02 per share) for asset  impairments and  restructuring  provisions.  Excluding the items referred to
         above for 2002 and 2001,  earnings  per share for the six months  ended June 30, 2002 was $.23  compared to a net loss of $.34
         for the same period in 2001.  The  improved  earnings  for the six months  ended June 30, 2002 was due  primarily  to the same
         factors  outlined above in the discussion of second quarter  results.  The  elimination of goodwill  amortization  contributed
         $.45 per share to the improvement.

Net Sales

Net sales in the second quarter of $1,789 were $89 or 4.7% below the prior year period.  Included in the change from 2001 were lower
sales of $33 due to divested operations and higher sales of $20 due to the favorable impact of currency translation.  Excluding the
effects of divested operations and currency translation, net sales would have decreased $76 or 4.0% compared to the second quarter of
2001.  Net sales in the first six months of 2002 of $3,356 were $180 or 5.1% below the prior year period sales of $3,536.  The
decrease in the  first  six  months  of  2002  included  $23  due  to  unfavorable  currency  translation and $50 due to divested operations.  Excluding the effects of currency  translation and divested  operations,  net
         sales were $107 or 3.0% less than the prior year  period.  The sales  decreases  for the  quarter  and  year-to-date  were due
         primarily to the  pass-through  of lower raw material costs and lower volumes across some product lines,  offset,  in part, by
         increased  selling  prices for several  product  lines and higher  volumes in certain  other  product  lines.  Sales from U.S.
         operations  accounted for  approximately  39% in the second  quarter and first six months of 2002 compared to 41% for the same
         periods in 2001. Sales of beverage cans and ends accounted for  approximately  35% and 34% in the second quarter and first six
         months,  respectively,  for both years and sales of food cans and ends accounted for  approximately  27% of  consolidated  net
         sales in the second quarter and first six months of both years.

17

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Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

An analysis of comparative net sales by operating division follows:

| | Net Sales    |  | Percentage Change
| | ------------ |  | -----------------
|
|
|
|
|
|
| | Americas     |  | $   866          
| | Europe       |  | 838              
| | Asia-Pacific |  | 85               
| |              |  |                  
|
| | $1,789       |  | $1,878           
| |              |  |                  

Excluding  unfavorable  currency  translation  of $10 and  divested  operations  of $19,  net sales in the  Americas  Division
         decreased  in the  second  quarter of 2002 by $87 or 8.9%  versus  the same  period in 2001.  Excluding  unfavorable  currency
         translation of $22 and divested  operations of $33, net sales in the Americas  Division for the six months ended June 30, 2002
         decreased  by $112 or 6.1%  versus the same  period in 2001.  The lower  sales in 2002 were due  primarily  to (i) lower sales
         unit volumes across most product lines and (ii) the  pass-through of lower raw material costs;  partially  offset by increased
         selling  prices for North  American  beverage,  food and aerosol cans.  Sales in 2002 in Brazil and Argentina  were lower than
         the prior year due to the economic turmoil in those countries.

Excluding  favorable currency  translation of $30 and divested  operations of $14, net sales for the second quarter of 2002 in
         the Europe  Division  increased $8 or 1.0% compared to the same period in 2001 due primarily to increased sales volumes across
         most  businesses,  partially  offset by the  pass-through  of lower raw material costs in the plastics  businesses.  Excluding
         unfavorable  currency  translation of $1 and divested  operations of $17, net sales in the Europe  Division for the six months
         ended June 30, 2002 were marginally lower from the same period in 2001.

Net sales in the Asia-Pacific  Division  increased to $85 and $162,  increases of 3.7% and 3.8%,  respectively,  in the second
         quarter  and first six months of 2002 as  compared  to $82 and $156 in the same  periods in 2001 due  primarily  to  increased
         demand for beverage cans in China and throughout Southeast Asia.

Cost of Products Sold

Cost of products sold,  excluding  depreciation and  amortization,  was $1,455 and $2,760,  decreases of $88 and $178, for the
         quarter and six months  ended June 30, 2002  compared  to the same  periods in 2001.  As a  percentage  of net sales,  cost of
         products  sold was 81.3% and 82.2% for the  quarter  and six months  ended June 30,  2002  compared to 82.2% and 83.2% for the
         same periods in 2001.

18

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Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

Selling and Administrative

Selling  and  administrative  expense  was $76 in the second  quarter of 2002,  an increase of $6 or 8.6% above the prior year
         level of $70 due to increased  costs for salaries and  benefits.  As a  percentage  of net sales,  selling and  administrative
         expenses were 4.2% in the second quarter of 2002 compared to 3.7% in the second quarter of 2001.

Selling and  administrative  expense was $152 for the six months ended June 30, 2002 compared to $156 for the six months ended
         June 30, 2001.  As a percentage  of sales,  selling and  administrative  expenses  were 4.5% for the six months ended June 30,
         2002  compared  to 4.4% for the same  period  in 2001.  The  expenses  in the  first  half of 2001  included  $5 for  employee
         separation costs.

Restructuring and Asset Impairments

During the first quarter and six months of 2002, the Company  provided $2 for severance  costs in connection  with the closing
         of two crown plants in Europe.

During 2001, the Company  provided $4 in the first quarter for the costs  associated with the closure of a U.S. food can plant
         and $3 in the second  quarter  for  severance  costs to close a plant in the U.K.  and  reduce  headcount  at three  plants in
         Africa.  Also,  during the first six months of 2001,  the Company  recorded a  restructuring  credit of $6 for the reversal of
         severance  costs related to a  restructuring  charge  provided  during the second quarter of 2000. Of the credit of $6, $4 was
         recorded in the second quarter as the Company decided not to pursue certain  restructuring  actions in its European operations
         that had been previously approved.

The Company also provided $4 during the second  quarter of 2001 to  write-down  certain  property,  plant and equipment in the
         U.S. and Europe whose value was considered to be impaired.

Additional  details about  restructuring  activities and asset  impairments are provided in Notes I and J to the  consolidated
         financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Operating Income

The Company  defines  operating  income as net sales less cost of products  sold,  including  depreciation  and  amortization,
         selling and administrative expense and provisions for restructuring and asset impairments.

Consolidated  operating  income was $164 in the  second  quarter of 2002 as  compared  to $138 in the second  quarter of 2001,
         including  net  pre-tax  restructuring  and asset  impairment  charges of $3 in the  second  quarter  of 2001.  Excluding  the
         restructuring and asset impairment  charges,  operating income in the second quarter of 2002 was 9.2% of net sales versus 7.5%
         in the second quarter of 2001.

Consolidated  operating  income was $257 in the first six months of 2002 as  compared to $189 in the first six months of 2001,
         including  pre-tax  restructuring  and  asset  impairment  charges  of $2 and $5 in the  first  six  months  of 2002 and 2001,
         respectively.  Excluding  restructuring  and asset  impairment  charges,  operating income in the first six months of 2002 was
         7.7% of net sales versus 5.5% in the first six months of 2001.

19

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Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

An analysis of operating income by division follows:

| | Operating Income | 
| | ---------------- | 
|
|
|
|
|
|
|
| | Americas         | 
| | Europe           | 
| | Asia-Pacific     | 
| | Corporate        | 
| |                  | 
| | $164             | 
| |                  | 

Americas  Division  operating  income,  excluding  restructuring  and asset impairment  charges,  was 8.7% and 7.2% of net sales in the
         second  quarter and first six months of 2002  compared to 5.8% and 3.9% for the same periods in 2001.  The improved  operating
         margins were due primarily to improved  pricing for beverage,  food and aerosol cans in North America and the adoption of SFAS
         142 which eliminated  amortization of goodwill.  Goodwill  amortization in the Americas Division was $10 and $20 in the second
         quarter and first six months of 2001.  The improved  operating  margins were reduced,  in part, by increases of $10 and $19 in
         noncash  pension  expense and lower sales unit  volumes  across most  product  lines  during the second  quarter and first six
         months of 2002 compared to the same periods in 2001.

Operating income for the Europe Division,  excluding  restructuring  credits and asset impairment  charges, as a percentage of
         net sales was 11.6% and 10.4% in the  quarter  and six months  ended  June 30,  2002  compared  to 11.5% and 9.9% for the same
         periods in 2001.  The  improvement  was due  primarily to the adoption of SFAS 142 which  requires  that goodwill no longer be
         amortized.  Goodwill  amortization  was $18 and $37 for the quarter and six months ended June 30,  2001.  The  improvement  in
         the quarter and six months ended June 30, 2002 was offset,  in part,  by a decrease of $10 and $20 in noncash  pension  income
         and higher administrative salary costs.

Asia-Pacific Division operating income was $10 and $18, or 11.8% and 11.1% of net sales,  respectively,  for the three and six
         months ended June 30, 2002  compared to $6 and $11,  7.3% and 7.1% of net sales,  respectively,  for the same periods in 2001.
         The improvement is primarily due to increased demand for beverage cans in China and throughout Southeast Asia.

Loss on Sales of Assets

During the first  quarter of 2002,  the  Company  completed  the sales of its U.S.  fragrance  pumps  business,  its  European
         pharmaceutical  packaging  business,  and its 15%  shareholding  in Crown  Nampak (Pty) Ltd. for total net proceeds of $181. A
         net loss of $32 was  recognized in connection  with these sales,  including a tax charge of $8. During the first six months of
         2002,  the  Company  sold  various  other  assets for $7 with no net gain or loss.  During  the first six months of 2001,  the
         Company sold various assets for $7 and recognized a net gain of $1.

Net Interest Expense

Net interest  expense  decreased $31 and $50,  respectively,  for the three and six months ended June 30, 2002 versus the same
         periods  in 2001,  primarily  due to lower  interest  rates  and lower  average  debt  outstanding.  The  lower  average  debt
         outstanding  primarily  reflects the Companys  reduction of its working capital,  proceeds from sales of businesses and, to a
         lesser extent, the early extinguishment of debt through debt for equity exchanges.

20

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Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

Translation and Exchange Adjustments

Translation  and exchange  losses of $9 and $18 for the three and six months ended June 30, 2002 included  translation  losses
         of $4 and $12, respectively, from the currency devaluation in Argentina.

Taxes on Income

The  effective  tax rate for the second  quarter of 2002 was  approximately  37%  compared to  approximately  67% for the same
         period in 2001.  Excluding goodwill amortization of $28, the 2001 effective rate was approximately 29%.

The first six months of 2002  included a tax charge of $46 on pre-tax  income of $41 because  (i) the pre-tax  loss of $24 for
         asset disposals has a  corresponding  tax charge of $8 due to the  non-deductible  write-off of goodwill and (ii) there was no
         tax  benefit  recognized  on U.S.  losses as the current  year  benefit  was fully  reserved  by an increase in the  valuation
         allowance.

Minority Interests, Net of Equity Earnings

The charge for minority interests,  net of equity earnings,  increased $4 and $8,  respectively,  for the three and six months
         ended June 30, 2002  compared to the same  periods in 2001.  The  increase is due to  increased  profits in the  beverage  can
         operations in Brazil, China and Vietnam.

Liquidity and Capital Resources

Cash from Operations

Cash of $2 was  used by  operations  in the  first  six  months  of 2002  versus  $245  over  the same  period  in  2001.  The
         improvement was due to (i) improved operating results,  (ii) reduced interest payments,  including prepayments made in 2001 in
         connection  with the Companys  amended and restated  multicurrency  credit facility and new term loan and (iii) the Companys
         continued focus on working  capital  management.  The Companys  working capital  typically  increases  during the first three
         quarters of each year and decreases significantly in the fourth quarter.

Cash flow from operations included $56 from the Companys receivables  securitization  programs.  The Companys North American
         program provides for the accelerated receipt of up to $350 of cash from an available pool of receivables.

Investing Activities

Investing  activities  provided  cash of $129  during the first six months of 2002  compared to a use of $97 in the prior year
         period.  The improvement is due to $181 of net proceeds  received from the sales of the U.S.  fragrance pumps business ($100),
         the European pharmaceutical packaging business ($57) and the Companys 15% shareholding in Crown Nampak (Pty) Ltd. ($24).

Financing Activities

Financing  activities  used cash of $255  during the first six months of 2002,  compared  to cash  provided of $284 during the
         same period in 2001.  Lower  short-term  borrowings  were required in 2002 due to improved  operating  cash flows and proceeds
         from sales of businesses.

21

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Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

At June 30, 2002,  the Company had $2,188 of senior  secured  bank debt due December 8, 2003,  and a secured term loan of $140
         due August 4, 2002. In addition to the bank debt and the term loan,  the Company had $2,443 of  outstanding  notes,  including
         $234 due  September  1,  2002,  $195 due  April  15,  2003 and $395 due  December  15,  2003.  As of June 30,  2002,  $184 was
         available  under the credit  facility and $297 was available as of July 31, 2002.  Based on projections  currently  available,
         the Company believes it can pay its obligations due in 2002 with cash on hand, cash generated from operating  activities,  and
         borrowings available under the credit facility.

The balance of the term loan was reduced to $44 as of July 31, 2002,  using $74 of other  borrowings  and cash on hand, $20 of
         net  proceeds  received  from the  completion  of the sale of  certain  businesses  in  Africa,  and $2 from the sale of other
         assets.  In August, 2002, the maturity date of the term loan was extended from August 4, 2002 to December 16, 2002.

During the second quarter of 2002, and in July 2002, the Company exchanged shares of its common stock for certain of the Companys
outstanding notes and debentures.  The exchanges as of June 30, 2002 are reflected in the outstanding note balances above.  As of
July 31, 2002, as a result of additional exchanges, the total outstanding notes were reduced to $2,381, the September 2002 notes were
reduced to $212, the April 2003 notes were reduced to $194, and the December 2003 notes were reduced to $393.

The Companys wholly owned subsidiary,  Constar International Inc. (Constar),  filed a registration statement on Form S-1 in
         May 2002, for a proposed  initial public offering of its shares by the Company and a debt offering.  The proposed  transaction
         would  include a sale of between  approximately  55% and 63% of  Constars  shares and would also  include the  repayment of a
         $350 note distributed by  Constar to
         the Company to be paid upon the  completion  of the  offering.  The proceeds  from the  repayment of the note and the sales of
         Constar shares in the offering,  if and when it is consummated,  would first be used to repay the term loan and then to reduce
         the  borrowings  under the senior  secured  bank debt or to pay notes as they become due.  The Company will have a loss on the
         transaction,  including  noncash charges for tax expense and the  reclassification  of cumulative  translation  adjustments to
         earnings.  The actual  amount of the loss will be dependent  upon the  percentage  of shares sold and the  proceeds  received.
         There can be no assurance that the proposed  initial public  offering will be consummated on the terms outlined  above,  or at
         all.

In order to meet its obligations,  improve its financial  position and enhance its ability to refinance or extend the maturity
         of the bank debt due in December 2003, the Company is reviewing various  strategies.  These strategies  include (i) completion
         of the initial public  offering as discussed  above,  (ii)  restructuring  the terms of the Companys debt,  (iii)  generating
         additional  cash  from  operations  through  working  capital  reductions,  (iv)  issuing  debt or equity  securities  and (v)
         entering into asset  securitization  programs in Europe.  Repayment of the  Companys  scheduled  obligations  in 2003 will be
         dependent  upon the  implementation  of one or more of the strategies  mentioned  above.  The Company is in  discussions  with
         financing  sources  concerning  a possible  refinancing  plan that may include a new bank credit  facility and the issuance of
         debt or equity  securities.  Proceeds from any refinancing  would be used to repay the Companys  senior secured bank debt and
         certain of the notes,  and to pay expenses  associated  with the  transaction.  There can be no assurance,  however,  that the
         Company will be able to complete these strategies on a timely basis or on favorable terms.

Commitments and Contingent Liabilities

Information regarding the Companys  commitments and contingent  liabilities appears in Part I within Item 1 of this report on
         page 13 under Note L to the consolidated financial statements, which information is incorporated herein by reference.

22

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Crown Cork & Seal Company, Inc.

|Item 2. | Managements Discussion and Analysis (Continued)
|------- | ------------------------------------------------

Recently Issued Accounting Standards

During July 2002, the FASB issued SFAS 146,  Accounting for Costs  Associated with Exit or Disposal  Activities.  Management
         is currently  assessing the details of this standard,  but does not anticipate any material impact on the Companys results of
         operations or financial position.

In June 2001, the FASB issued SFAS 143,  Accounting  for Asset  Retirement  Obligations.  Management is currently  assessing
         the details of this standard and is preparing a plan of implementation.

Information  regarding  these  standards  appears  in Part I  within  Item 1 of  this  report  on  page 9 under  Note B to the
         consolidated financial statements, which information is incorporated by reference.

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   Financing  Activities  and Recently Issued Accounting Standards sections,  and the
         discussion  of debt and  liquidity  in Note F and the  asbestos  matters in Note L 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,  2001,  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, 2001
         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, 2002 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, 2001.

23

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Crown Cork & Seal Company, Inc.

PART II - OTHER INFORMATION

|Item 2. | Changes in Securities and Use of Proceeds
|------- | -----------------------------------------

| | c) | During the second  quarter of 2002,  the  Company  entered  into  privately  negotiated  debt for  equity  exchanges  with  holders of its
                  outstanding                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | notes  pursuant to the exemption  from  registration  provided by Section  3(a)(9) of the Securities Act of
                  1933, as amended.  Information  regarding the exchanges  appears in Part I within Item 1 of this report on page 10 under
                  Note C and on page 11 under Note F to the  consolidated  financial  statements,  which  information is  incorporated  by
                  reference.

|Item 4. | Submission of Matters to Vote of Security Holders
|------- | -------------------------------------------------

| | The  Companys  Annual  Meeting of  Shareholders was held April 25, 2002.
The matters voted upon and the results thereof are as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------

| |                       |                                    |             |  |         |  | 
| | --------------------- | ---------------------------------- | ----------- |  | ------- |  | 
| | - - - - VOTES - - - - |                                   
| | (1)                   | Election to the Board of Directors |            
|
| | For                   |                                    | Withheld    | 
|
| | Jenne K. Britell      |                                    | 113,837,055 |  | 916,895 | 
| | John W. Conway        |                                    | 113,935,332 |  | 818,618 | 
| | Arnold W. Donald      |                                    | 113,924,148 |  | 829,802 | 
| | Marie L. Garibaldi    |                                    | 113,805,598 |  | 948,352 | 
| | Hans L. Löliger       |                                    | 113,831,319 |  | 922,631 | 
| | John B. Neff          |                                    | 113,825,802 |  | 928,148 | 
| | James L. Pate         |                                    | 113,923,591 |  | 830,359 | 
| | Thomas A. Ralph       |                                    | 113,934,313 |  | 819,637 | 
| | Hugues du Rouret      |                                    | 113,919,719 |  | 834,231 | 
| | Alan W. Rutherford    |                                    | 113,848,291 |  | 905,659 | 
| | Harold A. Sorgenti    |                                    | 113,924,187 |  | 829,763 | 

|Item 5. | Other Information
|------- | -----------------

| | On July 31, 2002,  the Company  announced that it has completed the
        sale of its Central and East African  packaging  interests to Nampak
         Ltd. The Companys  operations in Zambia have been excluded from the current  transaction  pending  receipt of anti-trust  clearance.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

| | a) | Exhibits                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
| |    | 4.                                                                                                                                                  | Amendment and Restatement dated as of August 5, 2002 to and in respect
                     of the Credit Agreement dated as of February 4, 1997, as previously amended and
                     restated on March 2, 2001, and February 4, 2002, among the Resgistrant, the Subsidairy Borrowers
                      referred to therein, the Lenders referred to therein and JPMorgan Chase Bank, as Administrative Agent
|
|
| | 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.

24

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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.

| |    
| | ---
| |    
| |    
| |    
| | By:
| |    
| |    

Date:  August 9, 2002

25