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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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, 1997

[        ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE COMMISSION ACT OF 1934

              FOR THE TRANSITION PERIOD FROM _______ TO ________

                          COMMISSION FILE NUMBER 1-2227


                         CROWN CORK & SEAL COMPANY, INC.
             (Exact name of registrant as specified in its charter)

             Pennsylvania                            23-1526444
    (State or other jurisdiction                  (I.R.S. Employer
    of incorporation or organization)             Identification No.)

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

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


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

There are 128,331,667 shares of Common Stock outstanding as of July 31, 1997.




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



<PAGE>



                         Crown Cork & Seal Company, Inc.

                          PART 1- FINANCIAL INFORMATION
                        CONSOLIDATED STATEMENTS OF INCOME
                         (In millions except share data)
                                   (Unaudited)

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


Three months ended June 30,                       1997                 1996

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


Net sales                                       $  2,286.6         $  2,353.7
                                                ----------         ----------

Costs, expenses & other income

   Cost of products sold, 
    excluding depreciation and amortization       1,786.0             1,894.7
   Depreciation and amortization                    138.9               135.2
   Selling and administrative expense               104.6               106.2
   Provision for restructuring                                           29.6
   Gain on sale of assets                      (     28.1)         (       .7)
   Interest expense, net of interest income          84.6                88.6
   Translation and exchange adjustments               1.7          (     41.0)
                                                ---------           ---------
                                                  2,087.7             2,212.6
                                                ---------           ---------

Income before income taxes                          198.9               141.1

Provision for income taxes                           64.1                34.7

Minority interests, net of equity earnings     (      2.8)         (      2.3)
                                                ---------           ---------

Net income                                          132.0               104.1

Preferred stock dividends                             5.8                 5.8
                                                ---------           ---------

Net income available to common shareholders     $   126.2           $    98.3
                                                =========           =========

Earnings per average common share:

                  Primary                       $     .98           $     .76
                                                =========           =========
                  Fully diluted                 $     .94           $     .74
                                                =========           =========

Dividends per common share                      $     .25           $     .25
                                                =========           =========

Weighed average common shares outstanding:

                  Primary                     129,228,485         128,499,811
                  Fully diluted               140,554,068         139,826,484

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


Certain prior year balances have been reclassified to improve comparability.

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

Earnings per share for 1996 reflect full dilution.



                                        2



<PAGE>



                         Crown Cork & Seal Company, Inc.

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

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


Six months ended June 30,                          1997                1996

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


Net sales                                       $  4,223.9         $  3,904.9
                                                ----------         ----------

Costs, expenses & other income

   Cost of products sold, 
     excluding depreciation and amortization       3,330.4            3,180.5
   Depreciation and amortization                     278.2              229.8
   Selling and administrative expense                208.5              175.8
   Provision for restructuring                                           29.6
   Gain on sale of assets                      (      34.2)        (     10.2)
   Interest expense, net of interest income          169.9              138.0
   Translation and exchange adjustments                2.8         (     38.7)
                                                ----------          ---------
                                                   3,955.6            3,704.8
                                                ----------          ---------

Income before income taxes                           268.3              200.1

Provision for income taxes                            89.9               53.6

Minority interests, net of equity earnings     (       7.4)        (     11.1)
                                                ----------          ---------

Net income                                           171.0              135.4

Preferred stock dividends                             11.7                8.0
                                                ----------          ---------

Net income available to common shareholders     $    159.3          $   127.4
                                                ==========          =========

Earnings per average common share:

                  Primary                       $     1.23          $   1.09
                                                ==========          ========
                  Fully diluted                 $     1.22          $   1.09
                                                ==========          ========

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

Weighted average common shares outstanding:

                  Primary                      129,207,609       116,935,458
                  Fully diluted                140,533,405       124,778,397

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


The financial statements for 1996 include the operations of CarnaudMetalbox from
the acquisition date of February 22, 1996.

Certain prior year amounts have been reclassified to improve comparability.

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

Earnings per share for 1996 reflect full dilution.



                                        3


<PAGE>



                         Crown Cork & Seal Company, Inc.

                     CONSOLIDATED BALANCE SHEETS (Condensed)
                         (In millions except book value)
                                   (Unaudited)

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

                                                    June 30,      December 31,
                                                     1997             1996
--------------------------------------------------------------------------------


Assets

Current assets

   Cash and cash equivalents                        $   205.8      $  160.4
   Receivables                                        1,606.2       1,349.3
   Inventories                                        1,464.7       1,423.8
   Prepaid expenses and other current assets            372.2         358.4
                                                    ---------      --------
     Total current assets                             3,648.9       3,291.9
                                                    ---------      --------

Long-term notes and receivables                          89.5          82.2
Investments                                             100.3          90.3
Goodwill, net of amortization                         4,683.9       4,809.9
Property, plant and equipment                         3,646.6       3,717.3
Other non-current assets                                710.1         598.6
                                                    ---------     ---------
     Total                                          $12,879.3     $12,590.2
                                                    =========     =========

Liabilities and shareholders' equity

Current liabilities
   Short-term debt                                  $ 1,721.0     $ 1,105.8
   Current portion of long-term debt                     42.2          48.5
   Accounts payable and accrued liabilities           2,481.2       2,460.9
   United States and foreign income taxes                65.5          47.3
                                                    ---------     ---------
     Total current liabilities                        4,309.9       3,662.5
                                                    ---------     ---------

Long-term debt, excluding current maturities          3,609.1       3,923.5
Postretirement and pension liabilities                  719.3         738.9
Other non-current liabilities                           475.0         458.2
Minority interests                                      254.8         243.8
Shareholders' equity                                  3,511.2       3,563.3
                                                    ---------     ---------
     Total                                          $12,879.3     $12,590.2
                                                    =========     =========
Book value per common share                           $23.30        $23.69

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



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





                                        4


<PAGE>



                         Crown Cork & Seal Company, Inc.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
                                  (In millions)
                                   (Unaudited)

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

Six months ended June 30,                               1997            1996
--------------------------------------------------------------------------------


Cash flows from operating activities
   Net income                                          $171.0        $  135.4
   Depreciation and amortization                        278.2           229.8
   Provision for restructuring                                           21.9
   Foreign currency gain                                            (    42.1)
   Gain on sale of assets                             (  25.0)      (     6.0)
   Equity in earnings of joint ventures, 
      net of dividends received                           2.6             5.7
   Minority interest in earnings of subsidiaries          4.4             6.0
   Change in assets and liabilities, other than debt  ( 580.1)      (   356.2)
                                                       ------         -------
     Net cash used in operating activities            ( 148.9)      (     5.5)
                                                       ------         -------

Cash flows from investing activities
   Capital expenditures                               ( 202.6)      (   286.2)
   Acquisition of businesses, net of cash acquired    (  10.0)      ( 1,524.6)
   Proceeds from sale of assets                          25.5            17.7
   Proceeds from sale of businesses                      90.0            52.7
   Other, net                                         (    .4)      (     1.0)
                                                       ------        --------
     Net cash used in investing activities            (  97.5)      ( 1,741.4)
                                                       ------        --------

Cash flows from financing activities
   Proceeds from long-term debt                           1.5         1,880.9
   Payments of long-term debt                         ( 257.2)      (    51.1)
   Net change in short-term debt                        647.1            93.2
   Dividends paid                                     (  76.0)      (    69.6)
   Common stock:
     Repurchased for treasury                         (  17.2)
     Issued under employee benefit plans                  7.3             3.2
   Minority contributions, net of dividends paid      (   3.4)           12.1
                                                       ------        --------
     Net cash provided by financing activities          302.1         1,868.7
                                                       ------        --------

Effect of exchange rate changes 
   on cash and cash equivalents                       (  10.3)            4.6
                                                       ------        --------
Net change in cash and cash equivalents                  45.4           126.4
Cash and cash equivalents at beginning of period        160.4            68.1
                                                       ------        --------
Cash and cash equivalents at end of period             $205.8        $  194.5
                                                       ======        ========


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

                                                         1997         1996
--------------------------------------------------------------------------------


Schedule of non-cash investing activities:
     Acquisition of businesses:
       Fair value of assets acquired                   $70.0        $7,850.5
       Liabilities assumed                                         ( 3,871.1)
       Notes payable                                  ( 60.0)
       Issuance of common stock                                    ( 1,562.4)
       Issuance of 4.5% convertible preferred stock                (   520.8)
                                                       -----        --------
         Cash paid                                     $10.0        $1,896.2
                                                       =====        ========

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


Certain prior year balances have been reclassified to improve comparability.

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


                                        5


<PAGE>



<TABLE>                         
                                                                Crown Cork & Seal Company, Inc.

<CAPTION>
                                                CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                                                   (In millions) (Unaudited)


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

                                                                                          Minimum   Cumulative
                                                    Preferred  Common   Paid-In  Retained Pension   Translation Treasury
                                                    Stock      Stock    Capital  Earnings Liability Adjustments Stock     Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>      <C>      <C>      <C>        <C>      <C>       <C>         <C>


Balance at December 31, 1996                         $520.8   $779.0   $1,567.3 $1,185.0  ($14.8)  ($337.1)  ($ 136.9)   $3,563.3

Net income                                                                         171.0                                    171.0

Dividends declared:

         Common                                                                 (   64.3)                                (   64.3)
         Preferred                                                              (   11.7)                                (   11.7)

Common stock issued under employee benefit plans                            6.1                                   1.2         7.3

Repurchased for treasury                                              (    15.6)                             (    1.6)   (   17.2)

Translation adjustments                                                                            ( 137.2)              (  137.2)


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

Balance at June 30, 1997                             $520.8   $779.0   $1,557.8 $1,280.0  ($14.8)  ($474.3)  ($ 137.3)   $3,511.2

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

</TABLE>



<TABLE>

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

                                                                                          Minimum   Cumulative
                                                    Preferred  Common   Paid-In  Retained Pension   Translation Treasury
                                                    Stock      Stock    Capital  Earnings Liability Adjustments Stock     Total
---------------------------------------------------------------------------------------------------------------------------------


<S>                                                 <C>       <C>       <C>     <C>       <C>        <C>       <C>       <C> 

Balance at December 31, 1995                                   $592.5  $  182.7 $1,049.0  ($32.1)   ($191.7)  ($139.2)   $1,461.2

Net income                                                                         135.4                                    135.4

Common Stock issued in business combinations                    186.5   1,375.9                                           1,562.4

4.5% convertible preferred stock issued in
     business combinations                           $520.8                                                                 520.8

Dividends declared:

         Common                                                                 (   64.1)                              (     64.1)

         Preferred                                                              (    8.0)                              (      8.0)

Common stock issued under employee benefit plans                            2.2                                   1.0         3.2

Translation adjustments                                                                                 6.3                   6.3

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


Balance at June 30, 1996                            $520.8     $779.0  $1,560.8 $1,112.3  ($32.1)   ($185.4)  ($138.2)   $3,617.2

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

</TABLE>


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

                                        6






<PAGE>



                         Crown Cork & Seal Company, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In millions, except per share data)
                                   (Unaudited)

A.       Statement of Information Furnished

         The accompanying unaudited interim consolidated and condensed financial
         statements have been prepared by the Company in accordance with
         instructions to Rule 10-01  of  Regulation  S-X.  In the  opinion  of
         management, these consolidated financial statements  contain  all
         adjustments necessary to present fairly the financial position of Crown
         Cork & Seal Company, Inc.  as of June 30, 1997 and the  results  of
         operations and cash flows for the periods ended June 30, 1997 and 1996,
         respectively.  These results have been determined  on the  basis of
         generally accepted accounting principles and practices  consistently
         applied and are not necessarily indicative of the results that may be
         expected for the year ending December 31, 1997.

         Certain information and footnote disclosures,  normally included in
         financial statements presented in accordance with generally accepted
         accounting principles, have been condensed or omitted. The accompanying
         Consolidated Financial Statements should be read in conjunction with
         the financial statements and notes thereto incorporated by reference in
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1996.

B.       Restructuring

         The Company has made an assessment of the  restructuring and exit costs
         to be incurred relative to the acquisition of CarnaudMetalbox (CMB).
         Affected by the plan of restructuring are forty plants and regional
         administrative offices to be closed and approximately fifty-two plants
         and regional administrative offices to be reorganized.  The
         restructuring effort, which commenced at the end of the first quarter
         of 1996, is expected to be substantially completed during 1997. Since
         commencement of the plan, the Company has determined alternative sites
         for manufacture and qualified the new manufacturing sites  with
         customers.  As of June 30, 1997, the Company had accrued approximately
         $534 for the costs associated with restructuring CMB operations and
         included  such costs in the purchase  price of CMB in  accordance  with
         purchase accounting requirements.  These costs comprise severance pay
         and benefits, write-down of assets, lease termination and other exit
         costs.  The cost of providing severance pay and benefits  for the
         reduction of approximately 6,500 employees is estimated  at
         approximately  $257 and is primarily a cash  expense.  Employees to be
         terminated include most, if not all, employees at each plant or office
         to be closed and selected employees at those plants to be reorganized,
         including  salaried  employees and employees of the  respective  unions
         represented at each plant site.  The write-down of assets (principally
         property, plant and equipment) is estimated at approximately  $217 and
         has been reflected  as a  reduction in the carrying value  of the
         Company's  assets.  Lease termination and other exit costs,  primarily
         repayments of government grants  and  subsidies,  are  estimated  at
         approximately $60 and are  primarily  cash  expenses.  The  $534  in
         restructuring costs recorded in connection  with the CMB  acquisition
         includes the $95 restructuring charge announced in  1996  by
         CarnaudMetalbox  Asia Ltd., a subsidiary of the Company. The balance of
         the restructuring reserves (excluding the write-down of assets which is
         reflected  as a reduction  of the related  asset account) is included
         within accounts payable and accrued liabilities.

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

         The components of restructuring are as follows:
         -----------------------------------------------------------------------

                              Balance at   Provisions        Transfer Balance at
                              December 31, for CMB    1997    against June 30,
                               1996        businesses Activity assets   1997
         -----------------------------------------------------------------------

         Employee costs         $222.1       ($11.9)    ($47.8)         $162.4
         Write down of assets                  32.0             ($32.0)
         Lease termination
           and other exit costs   37.6         11.5     ( 18.0)           31.1
                                ------       ------      -----   ------  ------

                                $259.7        $31.6     ($65.8) ($32.0) $193.5
                                ======        =====      =====   =====   ======


                                        7


<PAGE>



                         Crown Cork & Seal Company, Inc.


         The foregoing restructuring charges and related cost savings represent
         the Company's best estimates, but necessarily make numerous assumptions
         with  respect to industry  performance, general business and economic
         conditions, raw materials and product pricing levels, the timing of
         implementation of the restructuring and related employee reductions and
         facility closings and other matters,  many of which are  outside the
         Company's control.  The Company's estimate of cost savings, which is
         unaudited, is not necessarily indicative of future performance, which
         may be significantly more or less favorable than as set forth above and
         is  subject  to the  considerations described herein on Page 14 under
         "Forward Looking Statements";  within Item 2 "Management's Discussion
         and Analysis of Results of Operations and Financial Condition."
         Shareholders are cautioned not to place undue reliance on the estimates
         or the underlying assumptions and should appreciate that  such
         information may not necessarily  be updated to reflect  circumstances
         existing after the date hereof or to reflect  the  occurrence  of
         unanticipated events.

C.       Inventories


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


                                               June 30,          December 31,
                                                1997                 1996
                                            ------------------------------------


                  Finished Goods               $  667.6            $  529.8

                  Work in Process                 197.9               210.7

                  Raw Materials                   438.3               550.1

                  Supplies and Repair Parts       160.9               133.2
                                               --------            --------

                                               $1,464.7            $1,423.8
                                               ========            ========
D.       Earnings per Share

         In February 1997,  the Financial Accounting Standards Board released
         SFAS No. 128, Earnings per Share, which replaces Accounting Principles
         Board  Opinion No. 15. SFAS No. 128 is effective for both interim and
         annual periods ending after  December 15, 1997.  Primary EPS will be
         replaced  by basic EPS.  The  calculation  for basic EPS  excludes  any
         potential dilutive securities.  On a pro-forma basis, basic EPS is $.98
         per share in the quarter,  the same as reported in this  report,  and
         $1.24 for the six months ended June 30, 1997. Fully diluted EPS will be
         replaced by diluted EPS. Pro forma  diluted EPS for the quarter and six
         months ended June 30, 1997 is the same as fully diluted EPS as
         presented  within this report.  Dual presentation of basic and diluted
         EPS will be  required  on the face of the  Consolidated Statements of
         Income.

E.       Supplemental Cash Flow Information

         Cash payments for interest, net of amounts capitalized ($2.7 and $4.5
         for 1997 and 1996, respectively), were $198.2 and $136.8 during the six
         months ended June 30, 1997 and 1996, respectively.  Cash payments for
         income taxes amounted to $40.0 and $27.3 during the six months ended
         June 30, 1997 and 1996, respectively.













                                        8


<PAGE>



                         Crown Cork & Seal Company, Inc.


                         PART 1 - FINANCIAL INFORMATION

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

         Introduction

         The following discussion presents  management's analysis of the results
         of operations for the three and six months ended June 30, 1997,
         compared  to the corresponding periods in 1996 and the changes in
         financial condition  and liquidity  from  December 31, 1996.  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, 1996,  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

         The  Company  reported  net income of $132.0 or $.94 per fully diluted
         common share for the second quarter of 1997 compared with net income of
         $104.1 or $.74 per fully diluted common share for the same period in
         1996.  Second quarter 1997 net income includes an  after-tax gain of
         $19.7 or $.14 per fully diluted common share primarily from the sale of
         the  Crown - Simplimatic Machinery operations  and  three  surplus
         properties  in the  United States.  Second quarter 1996  net income
         included a foreign exchange gain of $42.1 as well as after-tax charges
         of $21.9  for the  restructuring of businesses in Europe and South
         America.

         For the six months ended June 30, 1997,  net income was $171.0 or $1.22
         per fully diluted common share  compared with net income of $135.4 or
         $1.09 per fully diluted common share for the same period in 1996.

         If the acquisition of CMB had occurred on January 1, 1996,  comparative
         pro forma net income and fully  diluted  earnings  per share would have
         been $114.3 and $.89,  respectively, for the six months ended June 30,
         1996.

         Net Sales

         Net sales in the quarter decreased $67.1 or 2.9% from $2,353.7 in 1996
         to  $2,286.6 in 1997.  Net sales for the first six months of 1997 were
         $4,223.9,  an increase of $319.0 or 8.2% over net sales of $3,904.9 for
         the same period of 1996. In the quarter, sales from domestic operations
         increased  2.0%  while non-U.S. sales  decreased 5.8%  due  to  the
         appreciation  of the U. S. dollar against other currencies,  primarily
         those within Europe. Domestic sales in the second quarter accounted for
         39.8%  of  consolidated  sales  in 1997  as  compared  to  35.2% a year
         earlier.   Sales of beverage cans and ends as a percentage  of
         consolidated net sales have increased in the second quarter from 29.4%
         to 30.9%  whereas sales of food cans and ends have declined from 29.7%
         to 28.2%  compared to the prior year  second  quarter.  North  American
         beverage can and end sales represented  18.2% and 17.0%,  respectively,
         of consolidated net sales for the quarter and six months ended June 30,
         1997 as compared to 16.2% and 17.8% for the comparable periods in 1996.
         If the acquisition of CMB had occurred on January 1, 1996,  comparative
         pro forma net sales for the six months ended June 30, 1997 would have
         been $4,443.6.






                                        9



<PAGE>



                         Crown Cork & Seal Company, Inc.

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

         An analysis of net sales by operating division follows:

                                     Net Sales                 Percentage Change
                         ------------------------------------   ---------------
                          Second Quarter     Six Months Ended   Second    Six
                         1997       1996      1997       1996   Quarter  Months
                         ----       ----      ----       ----   -------  ------

         Divisions:
     
         Americas      $  971.4  $   969.5   $1,787.9  $1,830.1     .2%  ( 2.3%)
         European       1,145.0    1,227.5    2,101.4   1,787.2  ( 6.7%)  17.6%
         Asia-Pacific     104.2      111.3      201.6     194.8  ( 6.4%)   3.5%
         Other             66.0       45.4      133.0      92.8   45.4%   43.3%
                       -------    --------   --------  --------
                       $2,286.6   $2,353.7   $4,223.9  $3,904.9  ( 2.9%)   8.2%
                       ========   ========   ========  ======== 

         Net sales within the Americas Division increased .2% in the quarter and
         decreased  2.3% for the six months ended June 30, 1997 as compared to
         the same periods  in 1996.  The increase in the second quarter  is
         primarily a result of (i) increased unit sales volumes in beverage cans
         and ends, food cans and aerosol cans in the United States and Canada,
         (ii) initial  sales  volumes at the Company's new beverage can and end
         plants in Brazil and (iii) the 1996 strike by the International
         Association of Machinists (IAM) which  resulted in a seven week work
         stoppage  at four beverage  and four food can plants in the  second
         quarter of 1996;  offsetting (i) decreased  raw material prices which
         forced  decreases in selling  prices,  primarily in PET bottles  and
         aluminum cans and ends,  (ii) unit sales volume decreases  in PET
         containers  and (iii) continued sluggish demand for beverage cans in
         Mexico. Competitive pressures continue to affect selling prices on most
         product lines.

         Net sales in the European Division  declined 6.7% in the quarter and
         increased  17.6% for the six months ended June 30, 1997 compared to the
         prior year periods.  The decrease in sales in the quarter is due
         primarily  to (i) the appreciation of the U. S. dollar  against  most
         European currencies, reducing quarter sales by $62,  (ii) lower PET
         resin costs passed on to customers in the form of lower selling prices,
         (iii) ongoing restructuring effects,  including the  elimination  of
         products  with  negative contribution and  (iv) unit sales volume
         decreases in food cans and beverage cans and ends. Increased
         competition and market softness has reduced sales volumes in food cans
         while  colder and wetter weather  than usual in Northern Europe has
         reduced unit sales volumes in beverage cans and ends.  For the six
         months ended June 30, 1997 sales increased over 1996 as a result of the
         consolidation of CMB activity for the full six months in 1997 versus
         only eighteen weeks in 1996.

         Net sales in the Asia-Pacific Division decreased 6.4% in the second 
         quarter and increased 3.5% for the six months ended June 30, 1997 
         compared to the prior year periods. The decrease in sales in the 
         quarter is due to (i) excess beverage can capacity and aggressive 
         competition which continues to erode selling prices in China, (ii) 
         soft three-piece beverage can sales in Malaysia as the market shifts 
         to two-piece, (iii) declining fruit markets in Malaysia and (iv) the 
         closure of six plants in the region since the second quarter of 1996; 
         offsetting increased unit sales volumes in (i) beverage cans in China,
         Thailand and Vietnam and (ii) food cans in Thailand and Singapore. 
         For the six months, sales are up over 1996 as CMB activity is 
         consolidated for the full six months in 1997 as compared to only
         eighteen weeks in 1996.

         Net sales for Other operating units increased 45.4% and 43.3%,
         respectively, in the quarter and six months ended June 30, 1997
         compared to the same periods in 1996. The increase is primarily due to
         the addition of Golden Aluminum which was acquired March 1, 1997.




                                       10


<PAGE>



                         Crown Cork & Seal Company, Inc.

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

         Cost of Products Sold

         Cost of products sold, excluding depreciation and amortization, for the
         quarter ended June 30, 1997 was $1.786.0, a 5.7% decrease compared to
         $1,894.7 for the same period in 1996. For the six months ended June 30,
         1997, these costs increased 4.7% to $3,330.4 from $3,180.5 in 1996. The
         decrease in the quarter reflects lower raw material costs offsetting
         increased unit sales volumes in many product lines.

         As a percentage of net sales, cost of products sold was 78.1% and 78.8%
         for the quarter and six months ended June 30, 1997, as compared to
         80.5% and 81.4%, respectively, in the same periods in 1996. This
         improvement has resulted from (i) increased unit sales volumes, (ii)
         benefits derived from the Company's continuing cost containment and
         restructuring programs and (iii) the effect of decreases in raw
         material costs.

         Selling and Administrative

         Selling and administrative expenses for the quarter ended June 30, 1997
         were $104.6, a decrease of 1.5% compared to the second quarter of 1996.
         As a percentage of net sales, selling and administrative expenses were
         4.6% in the second quarter as compared to 4.5% for the same period of
         1996. For the six months ended June 30, 1997, these expenses have
         increased 18.6% from a year earlier and as a percentage of net sales
         are 4.9% as compared to 4.5% in 1996. The increase in 1997 costs and
         their percentage to net sales is directly related to the consolidation
         of CMB activity for a full six months in 1997 as compared to only 18
         weeks in 1996.

         Operating Income

         For the quarter, consolidated operating income increased 36.8% to
         $257.1 from $188.0 for the comparable period in 1996. For the six
         months ended June 30, 1997, consolidated operating income increased
         40.7% to $406.8 from $289.2 for the same period a year earlier.
         Consolidated operating income for the quarter and for the six months
         ended June 30, 1996 included pretax restructuring charges of $29.6. An
         analysis of operating income, excluding restructuring charges by
         operating division follows:

                                  Operating Income            Percentage Change
                         ----------------------------------  -----------------
                         Second  Quarter   Six Months Ended  Second       Six
                          1997    1996      1997     1996    Quarter     Months
                          ----    ----      ----     ----    -------     ------
         Divisions:
         Americas        $ 90.2   $ 70.6   $143.4   $ 95.7    27.8%       49.8%
         European         158.2    141.7    251.2    207.5    11.6%       21.1%
         Asia-Pacific       8.6      3.8      8.8      9.1   126.3%      ( 3.3%)
         Other               .1      1.5      3.4      6.5  ( 93.3%)     (47.7%)
                         ------   ------   ------   ------
                         $257.1   $217.6   $406.8   $318.8    18.2%       27.6%
                         ======   ======   ======   ======                     

         As a percentage of net sales, operating income for the Americas
         Division was 9.3% in the second quarter of 1997 and 8.0% for the six
         months' ended June 30, 1997 as compared to 7.3% and 5.3% for the same
         periods of 1996. The increase in 1997 operating margins is due to (i)
         increased unit sales volumes in beverage cans and ends, aerosol cans
         and food cans in both the U. S. and Canada, (ii) the start-up of the
         Company's new beverage can and end plants in Brazil and, (iii)
         increased efficiencies in most U. S. and Canadian plants due to
         restructuring programs initiated in 1995 and 1994, ongoing cost
         containment programs and the completion of the 202 diameter conversion
         programs in 1996; offset by (i) continued pricing pressures in both
         metal and plastic beverage containers, (ii) lower unit sales volumes in
         PET beverage bottles and (iii) weak demand for beverage cans in Mexico.

                                       11


<PAGE>



                        Crown Cork & Seal Company, Inc.

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

         Operating income as a percentage of net sales in the European Division
         was 13.8% in the second quarter of 1997 and 12.0% for the six months
         ended June 30, 1997 as compared to 11.5% and 11.6% for the same periods
         of 1996. The increased margin is directly attributable to (i) cost
         reduction programs the Company initiated upon the acquisition of CMB
         whereby inefficient plants, negative contribution products and excess
         administrative overheads are being eliminated, (ii) increased unit
         sales volumes in PET bottles, plastic closures and aerosol cans and
         (iii) better market conditions for specialty cans; offsetting (i)
         decreased unit sales volumes in food cans in France and Italy due to
         increased competition and (ii) decreased unit sales volumes in beverage
         cans and ends as the season got off to a slow start due to the
         unusually cold and wet weather in northern Europe.

         Operating income in the Asia-Pacific Division was 8.3% of net sales in
         the second quarter of 1997 and 4.4% for the six months ended June 30,
         1997 as compared to 3.4% and 4.7% for the same periods of 1996. The
         increase in second quarter operating margins is due primarily to (i)
         the closure of six inefficient plants in the region since the second
         quarter of 1996, (ii) strong food can unit sales volumes in Singapore
         and Thailand and (iii) increased unit sale volumes of beverage cans in
         Malaysia, Singapore and Thailand; offsetting (i) reduced beverage can
         pricing throughout the region, (ii) lower unit sales volumes of three-
         piece cans in Malaysia and (iii) new plant start-ups in China and
         Vietnam.

         Operating income for Other operating units was .2% of net sales in the
         second quarter of 1997 and 2.6% for the six months ended June 30,1997
         as compared to 3.3% and 7.0% for the same periods of 1996. The decrease
         in 1997 operating margins is due primarily to (i) start-up losses at
         Golden Aluminum which was purchased on March 1, 1997 and (ii) the sale
         of the Company's Crown-Simplimatic Machinery operations on May 14,
         1997.

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

         Net Interest Expense / Income

         Consolidated net interest expense, net of interest income, for the
         second quarter and six months ended June 30, 1997, was $84.6 and
         $169.9, respectively, as compared to $88.6 and $138.0 for the
         comparable periods in 1996. The increase in net interest expense is due
         primarily to (i) borrowings used in the acquisition of CMB remaining
         outstanding for the full six months of 1997 as compared to only 18
         weeks in 1996, (ii) cash requirements for restructuring programs and
         (iii) the financing of seasonal working capital buildups.

         Taxes on Income

         Year-to-date, the effective tax rate was 33.5% in 1997 as compared to
         26.8% in 1996. Operations in the United States, which are subject to
         higher effective tax rates, have provided a greater portion of the
         Company's income before taxes in the first six months of 1997 as
         compared to 1996.

         Minority Interests, Net of Equity in Earnings of Affiliates

         Minority interests, net of equity in earnings of affiliates was $7.4
         for the six months ended June 30, 1997 as compared to $11.1 for the
         same period of 1996. This change is due primarily to (i) decreased
         profits in the Company's consolidated joint ventures in China and
         Vietnam, (ii) increased operating profits at the Company's
         non-consolidated affiliate in Brazil, and (iii) the devaluation of the
         Venezuelan Bolivar which resulted in losses in the Company's
         non-consolidated Venezuelan affiliate in the second quarter of 1996.

                                       12


<PAGE>



                         Crown Cork & Seal Company, Inc.

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

                         Liquidity and Capital Resources

         Cash from Operations

         Net cash of $148.9 was used in operating activities during the six
         months ended June 30, 1997, as compared to cash used of $5.5 for the
         same period in 1996. In the first quarter of 1996 a significant portion
         of the seasonal buildup of CMB's working capital occurred before the
         acquisition date of February 22, 1996. Due to higher sales volumes in
         the second and third quarters, it is customary to realize large working
         capital buildups in the first quarter.

         Investing Activities

         Investing activities used cash of $97.5 during the six months ended
         June 30, 1997 compared with cash used of $1,741.4 for the same period
         of 1996. Capital expenditures for the six months ended June 30, 1997
         were $202.6, a decrease of $83.6 as compared to capital expenditures of
         $286.2 during the same period of 1996. For the six months ended June
         30, 1996 the acquisition of CMB used cash of $1,524.6.

         On March 5, 1997, the Company announced that it had purchased Golden
         Aluminum Company (GAC) from ACX Technologies, Inc. The purchase price
         was $70 million which included an immediate cash payment of $10 million
         and a deferred payment of $60 million due within two years. Under the
         terms of the purchase, the Company holds a put option enabling it to
         return GAC to ACX if it chooses to exercise the option during the next
         two years.

         On May 14, 1997, the Company announced that it had sold its Machinery
         Division known as Crown-Simplimatic to a group of investors including
         division management. The selling price of $105 million includes $90
         million in cash and $15 million of 8% Class A Preferred Stock that is
         convertible into approximately 20% of the common stock of Crown
         -Simplimatic.

         The Company also sold three surplus properties in the United States
         during the second quarter.

         Gains, totaling $28.1, were realized from the sales of the machinery
         operations and surplus properties.

         Financing Activities

         Financing activities generated cash of $302.1 during the six months
         ended June 30,1997, compared with $1,868.7 for the prior year period.
         The decrease is directly related to 1996 borrowings used to finance the
         acquisition of CMB.

         Total debt, net of cash and cash equivalents, at June 30, 1997 was
         $5,166.5 and represents an increase of $249.1 above the December 31,
         1996 level of $4,917.4. The increase is due primarily to the financing
         of the seasonal working capital buildup offset somewhat by the
         strengthening of the U.S. dollar which reduced consolidated debt by
         $97.3. Total debt, net of cash and cash equivalents, as a percentage of
         total capitalization was 57.8% at June 30, 1997 as compared to 56.4% at
         December 31, 1996. Total capitalization is defined by the Company as
         total debt, net of cash and cash equivalents, minority interests and
         shareholders' equity.

         On February 4, 1997, the Company's previous $1 billion multi-currency
         facility and its previous French Franc (FRF) 13.7 billion credit
         agreement were replaced with a new multi- currency revolving credit
         agreement with a group of domestic and foreign banks. The new agreement
         makes available $2.5 billion through the year 2002. Borrowings under
         the new agreement are unsecured and bear interest at variable market
         rates. The agreement contains certain financial covenants related to
         leverage and interest coverage. Borrowings outstanding under the prior
         FRF 13.7 billion credit agreement, amounting to $493.1 million at
         December 31, 1996, were refinanced under this new agreement.


                                       13


<PAGE>



                         Crown Cork & Seal Company, Inc.

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


         The decrease in working capital from December 31, 1996 is due primarily
         to the refinancing of long-term debt on a short-term basis through the
         issuance of commercial paper and also seasonal business factors.

         Recent Accounting Developments

         In June the Financial Accounting Standards Board ("FASB") issued two
         new accounting standards, SFAS No. 130 - Reporting Comprehensive Income
         and SFAS No.131 Disclosures about Segments of an Enterprise and Related
         Information. Both standards are effective with annual reporting in
         1998. The Company is currently assessing the impact that the new
         standards will have on its financial statements. The implementation of
         SFAS No. 130 will require that the components of comprehensive income
         be reported in the financial statements. The implementation of SFAS No.
         131 will require the disclosure of segment information utilizing the
         approach that the Company uses to manage its internal organization.
         Another important requirement by SFAS No. 131 is the reporting of
         segment information, on a condensed basis, for interim periods. Interim
         reporting will commence in 1999.

         Forward Looking Statements

         Statements included herein in "Management's Discussion and Analysis of
         Results of Operations and Financial Condition," and in the discussion
         of the restructuring plan in Note B to the Consolidated Financial
         Statements included in this Quarterly Report on Form 10-Q and in Part
         I, Item 1: "Business" and Item 3: "Legal Proceedings" and in Part II,
         Item 7: "Management's Discussion and Analysis of Results of Operations
         and Financial Condition," within the Company's Annual Report on Form
         10-K for the fiscal year ended December 31, 1996, 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 makes other oral
         or written statements which are also "forward-looking statements."

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

         While the Company periodically reassesses material trends and
         uncertainties affecting the Company's results of operations and
         financial condition in connection with the preparation of Management's
         Discussion and Analysis of Results of Operations and Financial
         Condition and certain other sections contained in the Company's
         quarterly, annual or other reports filed with the 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, 1996 within Part II, Item 7:
         "Management's Discussion and Analysis of Results of Operations and
         Financial Condition" under the caption "Forward Looking Statements" and
         is incorporated herein by reference. Some of the factors are also
         discussed elsewhere in this Form 10-Q and in prior Company filings with
         the Securities and Exchange Commission ("SEC"). In addition, other
         factors have been or may be discussed from time to time in the
         Company's SEC filings.





                                       14


<PAGE>



                         Crown Cork & Seal Company, Inc.


Item 4.  Submission of Matters to a Vote of Security Holders

         The Company's Annual Meeting of Shareholders was held on April 24,
         1997. The matters voted upon and the results there of are set forth in
         Part II, Item 4 of the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1997 and such Item 4 is incorporated herein by
         reference.


Item 5.  Other Information

         On July 24, 1997, the Company's Board of Directors declared cash
         dividends of $.25 per share on the Company's common stock and $.4712
         per share on the Company's 4.5% Convertible Preferred Stock. Both
         dividends are payable on August 20, 1997 to shareholders of record on
         August 6, 1997.

         On August 12, 1997, the Company announced plans to improve the
         structure of its polyethylene terephthalate (PET) plastic beverage
         container business in the United States by closing six of the
         manufacturing locations in its CONSTAR subsidiary. An after-tax charge
         of $43.3 million ($.31 per share on a fully diluted basis) affecting
         third quarter results also covers other, non-PET related restructuring
         activities, primarily in Europe. Annual savings relating to these
         actions, when fully implemented, are expected to be approximately $20.0
         million ($.14 per share on a fully diluted basis). Following the
         restructuring, the Company will operate 25 PET container manufacturing
         facilities in 12 countries. The Company expects to maintain its
         existing manufacturing capacity and, by relocating equipment among its
         remaining larger facilities, meet all current and prospective volume
         requirements.

































                                       15


<PAGE>




                         Crown Cork & Seal Company, Inc.


Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                  11.    Statement re Computation of Per Share Earnings

                  27.    Financial Data Schedule


         b)       Reports on Form 8-K

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







































                                       16


<PAGE>


                         Crown Cork & Seal Company, Inc.

                                    SIGNATURE


        Pursuant to the requirements of Securities and Exchange Commission Act
        of 1934, the registrant has duly caused this report to be signed on its
        behalf by the undersigned hereunto duly authorized.






                                             Crown Cork & Seal Company, Inc
                                             Registrant

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


Dates:   August 13, 1997

































                                       17