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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 SEPTEMBER 30, 2001

|       |                                                  
|------ | -------------------------------------------------
|[    ] | 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                                |  | 19154-4599                          
|(Address of principal executive offices)                       |  | (Zip Code)                          

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

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

**There were 125,654,073 shares of Common Stock outstanding as of October 31, 2001.**

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Crown Cork & Seal Company, Inc.

FORM 10-QFOR QUARTER ENDED SEPTEMBER 30, 2001

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

|                                                           |                                                                                                                                                      |    | 
|---------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | -- | 
|                                                           | Page Number                                                                                                                                         
|                                                          
|Item 1                                                     | Financial Statements                                                                                                                                 |   
|                                                          
|Consolidated Statements of Operations - Third Quarter      | 2                                                                                                                                                   
|                                                          
|Consolidated Statements of Operations - Nine Months        | 3                                                                                                                                                   
|                                                          
|Consolidated Balance Sheets                                | 4                                                                                                                                                   
|                                                          
|Consolidated Statements of Cash Flows                      | 5                                                                                                                                                   
|                                                          
|Consolidated Statements of Changes in Shareholders Equity | 6                                                                                                                                                   
|                                                          
|Notes To Consolidated Financial Statements                 |                                                                                                                                                     
|                                                          
|A.                                                         | Statement of Information Furnished                                                                                                                   | 7 
|                                                          
|B.                                                         | Accounting Change                                                                                                                                    | 7 
|                                                          
|C.                                                         | Receivables                                                                                                                                          | 8 
|                                                          
|D.                                                         | Inventories                                                                                                                                          | 9 
|                                                          
|E.                                                         | Debt and Liquidity                                                                                                                                   | 9 
|                                                          
|F.                                                         | Restructuring                                                                                                                                        | 9 
|                                                          
|G.                                                         | Asset Impairments                                                                                                                                    | 10
|                                                          
|H.                                                         | Earnings Per Share                                                                                                                                   | 10
|                                                          
|I.                                                         | Supplemental Cash Flow Information                                                                                                                   | 11
|                                                          
|J.                                                         | Segment Information                                                                                                                                  | 11
|                                                          
|K.                                                         | Commitments and Contingent Liabilities                                                                                                               | 12
|                                                          
|L.                                                         | Recent Accounting Pronouncements                                                                                                                     | 13
|                                                          
|Item 2                                                     | Managements Discussion and Analysis
                                                               of Financial Condition and Results of Operations |   
|                                                          
|                                                           | Introduction                                                                                                                                         | 14
|                                                          
|                                                           | Results of Operations                                                                                                                                | 14
|                                                          
|                                                           | Liquidity and Capital Resources                                                                                                                      | 17
|                                                          
|Forward Looking Statements                                 | 18                                                                                                                                                  
|                                                          
|Item 3                                                     | Quantitative and Qualitative Disclosures About Market Risk                                                                                           | 19
|                                                          
|                                                          
|                                                          
|                                                           | PART II  OTHER INFORMATION                                                                                                                          |   
|                                                          
|                                                          
|Item 5                                                     | Other Information                                                                                                                                    | 20
|                                                          
|Item 6                                                     | Exhibits and Reports on Form 8-K                                                                                                                     | 20
|                                                          
|Signature                                                  | 21                                                                                                                                                  

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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 September 30,                               |   | 2001 |             | 2000 |  
|-------------------------------------------------------------- | - | ---- | ----------- | ---- | -
|
|Net sales                                                      |   | $    | 1,985       |      |  
|                                                               |   |      |             |     
|Costs, expenses & other income                                 |  
|Cost of products sold, excluding depreciation and amortization |   |      | 1,667       |      |  
|Depreciation                                                   |   |      | 98          |      |  
|Amortization                                                   |   |      | 29          |      |  
|Selling and administrative expense                             |   |      | 79          |      |  
|Interest expense                                               |   |      | 116         |      |  
|Interest income                                                | ( |      | 3           | )    | (
|Translation and exchange adjustments                           |   |      | 3           |      |  
|                                                               |   |      |             |     
|                                                               |   |      | 1,989       |      |  
|                                                               |   |      |             |     
|(Loss) / income before income taxes                            | ( |      | 4           | )    |  
|Provision for income taxes                                     |   |      | 7           |      |  
|Minority interest, net of equity earnings                      | ( |      | 2           | )    | (
|                                                               |   |      |             |     
|Net (loss) / income                                            | ( | $    | 13          | )    |  
|                                                               |   |      |             |     
|(Loss) / earnings per average common share                     |   |      |             |      |  
|Basic                                                          | ( | $    | .10         | )    |  
|                                                               |   |      |             |     
|Diluted                                                        | ( | $    | .10         | )    |  
|                                                               |   |      |             |     
|Dividends per common share                                     |   |      |             |      |  
|                                                               |   |      |             |     
|Average common shares outstanding:                             |  
|Basic                                                          |   |      | 125,653,337 |      |  
|Diluted                                                        |   |      | 125,653,337 |      |  

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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)


---

|Nine months ended September 30,                                                              |   | 2001 |             | 2000 |  
|-------------------------------------------------------------------------------------------- | - | ---- | ----------- | ---- | -
|
|Net sales                                                                                    |   | $    | 5,521       |      |  
|                                                                                             |   |      |             |     
|Costs, expenses & other income                                                               |  
|Cost of products sold, excluding depreciation and amortization                               |   |      | 4,605       |      |  
|Depreciation                                                                                 |   |      | 288         |      |  
|Amortization                                                                                 |   |      | 87          |      |  
|Selling and administrative expense                                                           |   |      | 235         |      |  
|Provision for restructuring and asset impairments                                            |   |      | 5           |      |  
|Gain on sale of assets                                                                       | ( |      | 1           | )    |  
|Interest expense                                                                             |   |      | 351         |      |  
|Interest income                                                                              | ( |      | 14          | )    | (
|Translation and exchange adjustments                                                         |   |      | 9           |      |  
|                                                                                             |   |      |             |     
|                                                                                             |   |      | 5,565       |      |  
|                                                                                             |   |      |             |     
|                                                                                             |   |      |             |      |  
|(Loss) / income before income taxes and cumulative effect of accounting change               | ( |      | 44          | )    |  
|                                                                                             |   |      |             |      |  
|Provision for income taxes                                                                   |   |      | 10          |      |  
|Minority interest, net of equity earnings                                                    | ( |      | 4           | )    | (
|                                                                                             |   |      |             |     
|Net (loss) / income before cumulative effect of accounting change                            | ( |      | 58          | )    |  
|                                                                                             |   |      |             |      |  
|Cumulative effect of change in accounting for derivatives and hedging activities, net of tax |   |      | 4           |      |  
|                                                                                             |   |      |             |     
|Net (loss) / income                                                                          | ( |      | 54          | )    |  
|                                                                                             |   |      |             |      |  
|Preferred stock dividends                                                                    |   |      |             |      |  
|                                                                                             |   |      |             |     
|                                                                                             |   |      |             |      |  
|Net (loss) / income available to common shareholders                                         | ( | $    | 54          | )    |  
|                                                                                             |   |      |             |     
|                                                                                             |   |      |             |      |  
|(Loss) / earnings per average common share:                                                  |   |      |             |      |  
|Basic and diluted - before cumulative effect of accounting change                            | ( | $    | .46         | )    |  
|                                                                                             |   |      |             |     
|Cumulative effect of accounting change                                                       |   | $    | .03         |      |  
|                                                                                             |   |      |             |     
|Basic and diluted - after cumulative effect of accounting change                             | ( | $    | .43         | )    |  
|                                                                                             |   |      |             |     
|                                                                                             |   |      |             |      |  
|Dividends per common share                                                                   |   |      |             |      |  
|                                                                                             |   |      |             |     
|Weighted average common shares outstanding:                                                  |  
|Basic                                                                                        |   |      | 125,637,774 |      |  
|Diluted                                                                                      |   |      | 125,637,774 |      |  

---

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)


---

|                                             | September 30, |   | December 31,
|-------------------------------------------- | ------------- | - | ------------
|
|
|
|Assets                                       |               |   |             
|Current assets                               |              
|Cash and cash equivalents                    |               | $ | 346         
|Receivables                                  |               |   | 1,337       
|Inventories                                  |               |   | 1,092       
|Prepaid expenses and other current assets    |               |   | 112         
|                                             |               |   |             
|Total current assets                         |               |   | 2,887       
|                                             |               |   |             
|                                             |               |   |             
|Long-term notes and receivables              |               |   | 27          
|Investments                                  |               |   | 159         
|Goodwill, net of amortization                |               |   | 3,767       
|Property, plant and equipment                |               |   | 2,747       
|Other non-current assets                     |               |   | 1,332       
|                                             |               |   |             
|Total                                        |               | $ | 10,919      
|                                             |               |   |             
|                                             |               |   |             
|Liabilities and shareholders equity         |              
|Current liabilities                          |              
|Short-term debt                              |               | $ | 528         
|Current maturities of long-term debt         |               |   | 395         
|Accounts payable and accrued liabilities     |               |   | 1,643       
|Income taxes payable                         |               |   | 62          
|                                             |               |   |             
|Total current liabilities                    |               |   | 2,628       
|                                             |               |   |             
|                                             |               |   |             
|Long-term debt, excluding current maturities |               |   | 4,698       
|Postretirement and pension liabilities       |               |   | 700         
|Other non-current liabilities                |               |   | 726         
|Minority interests                           |               |   | 190         
|Shareholders equity                         |               |   | 1,977       
|                                             |               |   |             
|Total                                        |               | $ | 10,919      
|                                             |               |   |             
|                                             |               |   |             

---

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)


---

|Nine months ended September 30,                              | 2001 |   | 2000 |  
|------------------------------------------------------------ | ---- | - | ---- | -
|
|Cash flows from operating activities                         |      |   |      |  
|Net (loss) / income                                          | (    | $ | 54   | )
|Depreciation and Amortization                                |      |   | 375  |  
|Cumulative effect of accounting change                       | (    |   | 4    | )
|Gain on sale of assets                                       | (    |   | 1    | )
|Provision for restructuring and asset impairments            |      |   | 3    |  
|Change in other assets and liabilities                       | (    |   | 416  | )
|                                                             |      |   |      |  
|Net cash (used) / provided by operating activities           | (    |   | 97   | )
|                                                             |      |   |      |  
|Cash flows from investing activities                         |     
|Capital expenditures                                         | (    |   | 126  | )
|Proceeds from sale of property, plant and equipment          |      |   | 9    |  
|Other, net                                                   | (    |   | 14   | )
|                                                             |      |   |      |  
|Net cash used in investing activities                        | (    |   | 131  | )
|                                                             |      |   |      |  
|Cash flows from financing activities                         |     
|Proceeds from long-term debt                                 |      |   |      |  
|Payments of long-term debt                                   | (    |   | 49   | )
|Net change in short-term debt                                |      |   | 239  |  
|Stock repurchased                                            |      |   |      |  
|Dividends paid                                               |      |   |      |  
|Acquisition of minority interests                            |      |   |      |  
|Common stock issued                                          |      |   | 4    |  
|Minority dividends, net of contributions paid                | (    |   | 5    | )
|                                                             |      |   |      |  
|Net cash provided by financing activities                    |      |   | 189  |  
|                                                             |      |   |      |  
|Effect of exchange rate changes on cash and cash equivalents |      |   | 3    |  
|                                                             |      |   |      |  
|Net change in cash and cash equivalents                      | (    |   | 36   | )
|                                                             |      |   |      |  
|Cash and cash equivalents at beginning of period             |      |   | 382  |  
|                                                             |      |   |      |  
|Cash and cash equivalents at end of period                   |      | $ | 346  |  
|                                                             |      |   |      |  
|                                                             |      |   |      |  
|

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

5

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY


(In millions)(Unaudited)


|                                
|--------------------------------
|                                
|                                
|                                
|Balance at December 31, 2000    
|Net (loss)                      
|Translation adjustments         
|Derivatives qualifying as hedges
|                                
|Comprehensive income / (loss)   
|                                
|Common stock issued             
|                                
|                                
|Balance at September 30, 2001   
|                                
|                                
|                                
|                                
|Balance at December 31, 1999    
|Net income                      
|Translation adjustments         
|                                
|Comprehensive loss              
|                                
|                                
|Dividends declared:             
|Common                          
|Preferred                       
|Stock repurchased               
|Preference stock conversions    
|                                
|Balance at September 30, 2000   
|                                

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)(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 September 30, 2001,  and the  results of its  operations  and cash flows for the periods  ended September 30, 2001
         and 2000,  respectively.  These results have been determined on the basis of generally accepted  accounting  principles and practices
         consistently applied.
|  
|   | Certain information and footnote disclosures, normally included in financial statements presented in accordance with generally
          accepted accounting principles, have been condensed or omitted.  The accompanying Consolidated Financial Statements should be read
          in conjunction with the financial statements and notes thereto included in the Companys  Annual Report on Form 10-K for the
          year ended December 31, 2000.                                                                                                                                                                                                                                                                      
|  

|B. | Accounting Change                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS 133).  SFAS 133 requires that the
Company recognize all outstanding derivative instruments on the balance sheet at their fair values.  The impact on earnings
from recognizing these instruments at fair value depends on whether the instruments are designated and qualify
as hedges.  If the derivative instrument does not qualify as a hedge, changes in fair value are reported in earnings immediately.
If the derivative instrument qualifies as a hedge and based on the risk being hedged, changes in the fair value of the derivatives will
either be offset against changes in fair value of the hedged assets, liabilities or firm commitments through earnings (fair value hedges)
or recognized in other comprehensive income (cash flow and net investment hedges).  Any ineffective portion of designated hedges
is reported in earnings immediately.  For cash flow hedges, adjustments to the fair value of the derivative instruments are
temporarily reported in other comprehensive income until the related hedged items impact earnings.  For hedges of the net investment
in foreign operations, fair value adjustments are reported in other comprehensive income as translation adjustments and released
to earnings when the investments are disposed.  Within the balance sheet, the fair value of the derivatives are reported as
current or non-current assets or liabilities consistent with the classification for the hedged items.  Within the Consolidated
Statements of Cash Flows, cash flows from hedging transactions are classified under the same category as the cash flows of the
hedged items.
|  
|   | At January 1, 2001, the Company recorded transition adjustments, the cumulative effect of an accounting change,
 which resulted in an after-tax credit of $4 to net income and an after-tax charge of $18 to accumulated other comprehensive income
in Shareholders Equity.  The per share credit to earnings was $.03.  The ongoing impact on the Company from adoption of this standard
will depend on a variety of factors, including interest rates and other market conditions, as well as future interpretive guidance
from the Financial Accounting Standards Board (FASB), which continues to address implementation issues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | The cumulative effect on earnings and equity was due primarily to net fair value adjustments related to
outstanding cross-currency swaps with a combined notional value of $700.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

7

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Crown Cork & Seal Company, Inc.

| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | A reconciliation of current period changes, net of applicable income taxes, in accumulated
other comprehensive income in Shareholders Equity, referred to as Derivatives qualifying as hedges, follows:

| |                                             |   |   |    |  
| | ------------------------------------------- | - | - | -- | -
| | Transition adjustment as of January 1, 2001 | ( | $ | 18 | )
|
| | Current period changes in fair value - net  |   |   | 15 |  
|
| | Reclassification to earnings - net          | ( |   | 3  | )
| |                                             |   |   |   
|
| | Balance at September 30, 2001               | ( | $ | 6  | )
| |                                             |   |   |   

| | For hedges of future cash flows (cash flow hedges), which include foreign exchange contracts, cross-currency
swaps, and commodity contracts, the ineffective portion was not material and no items were excluded from the measure
of effectiveness.  During the nine months ended September 30, 2001, a charge of $2 from the transition adjustment of $18 and a credit
of $5 from current period changes in fair value were transferred to earnings.  Of the charge of $6 reported in equity at September 30, 2001, $4, net of income taxes, is
expected to be reclassified to earnings over the twelve month period ending September 30, 2002.  The actual amount
that will be reclassified to earnings over the next twelve months will vary from this amount as a result of changes
in market conditions.  No amounts were reclassified to earnings during the first nine months in connection with forecasted transactions
that were no longer considered probable.  At September 30, 2001, the maximum term of derivative instruments that hedge
forecasted transactions, excluding those related to payment of variable interest on existing financial instruments, was two years.
The fair value of derivative instruments designated as cash flow hedges was $53 at September 30, 2001 and was reported in other non-current assets.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | For hedges of recognized assets, liabilities and firm commitments, including intercompany transactions,
the ineffective portion was not material.  For fair value hedges, the Company excludes the time value component of the derivative
in its measurement of effectiveness.  Amounts excluded from the measure of effectiveness, reported in earnings for the nine months ended
September 30, 2001, amounted to less than $1 before income taxes.  The impact on earnings from the net fair value adjustments of cross-currency
swaps designated as fair value hedges is included in interest expense in the Consolidated Statements of Operations.
The fair value of derivative instruments designated as fair value hedges was $17 at September 30, 2001 and was reported
in other non-current assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | In the fourth quarter of 2000, the Company adopted EITF 00-10, Accounting for Shipping and Handling Fees and Costs.
EITF 00-10 requires that shipping and handling costs be excluded from revenues.  The Company, to comply with the standard,
has reclassified from net sales to cost of products sold $65 and $183 for the quarter and the nine months ended September 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|

|C. | Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company utilizes receivable securitization agreements in its management of cash flow activities.
Agreements were outstanding during the first nine months of 2001 in North America and Europe, providing for the accelerated
receipt of up to $450 of cash on available receivables.  Securitization transactions have been accounted for as sales in
accordance with SFAS No. 140.  Accordingly, accounts included under outstanding securitization programs have been reflected
as a reduction in receivables in the accompanying Consolidated Balance Sheets.  Outstanding receivable securitizations at September 30, 2001,
December 31, 2000 and September 30, 2000, amounted to $277, $162 and $392, respectively.
During the first nine months of 2001 and 2000, the Company recorded fees related to the outstanding securitizations amounting
to approximately $11, which amounts have been included in interest expense in the Consolidated
Statements of Operations.
|  

8

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Crown Cork & Seal Company, Inc.

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

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

|E. | Debt and Liquidity
|-- | ------------------

| | At September 30, 2001, the Company had $2.7 billion of senior secured bank debt and $2.6 billion of notes.
The Company is obligated to pay $400 million of the bank debt on February 4, 2002 and the balance of the bank debt is due December 8, 2003.
The Company is also obligated to pay $350 million of notes on September 1, 2002, $200 million on April 15, 2003, and
$400 million on December 15, 2003.                                                                                                                                                                                                                                                                                       
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | In order to meet its short-term obligations, improve its financial position, and enhance its ability to refinance
the bank debt due in December, 2003, the Company is reviewing various strategies.  Such strategies include refinancing,
selected asset dispositions and restructuring the terms of the Companys debt, including the possible extension of maturities.
The Companys ability to continue to satisfy its cash requirements is contingent upon the successful implementation of these strategies.
However, there can be no assurance that the Company will be able to successfully refinance or restructure its debt or complete
asset sales on a timely basis or on favorable terms.

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

| | During the first quarter of 2001, the Company provided $4 for the costs  associated  with the
          closure of a U.S. food can plant.  During the second quarter of 2001, the Company provided $3 for severance costs to close a
          plant in the U.K. and to reduce headcount in three plants in Africa, resulting in the termination of 130 employees.  Also during the
          first two quarters 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.  The Company decided not to pursue certain restructuring
          activities in its European operations that had been previously approved.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Remaining  balances in the 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.  The components of  the restructuring reserve and movements within these components during the first nine
months of 2001 were as follows:                                                                     

| | Termination                                                              |  | Other Exit |     | Asset   |  
| | ------------------------------------------------------------------------ |  | ---------- | --- | ------- | -
|
| |                                                                          |  |            |     |         |  
| | Opening balance                                                          |  | $24        |     | $   8   |  
| | Provisions, net                                                          |  | (     2    | ) * | 2       |  
| | Payments made                                                            |  | (   16     | )   | (     5 | )
| | Other **                                                                 |  | (     2    | )   |         |  
| | Transfer against assets                                                  |  |            |     |         |  
| |                                                                          |  |            |     |         |  
| | Closing balance                                                          |  | $   4      |     | $   5   |  
| |                                                                          |  |            |     |         |  
|
|
| | *     Includes reversal of severance of $6, representing headcount of 65
| | **   Includes translation adjustments                                   

9

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Crown Cork & Seal Company, Inc.

| | During the first nine months of 2001,  payments of $16 were made for the termination
         of 604 employees, 445 of whom were involved in direct manufacturing operations.  Payments of $5 were made for other exit costs,
         including dismantlement costs, equipment removal and various contractual obligations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|G. | Asset Impairments
|-- | -----------------

| | During the second quarter of 2001, the Company provided $4 to write-down the value of certain property,
plant and equipment whose value was considered to be impaired.  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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|H. | Earnings Per Share                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The following  table  summarizes  the basic and diluted  earnings per share computations
                 for the periods ended September 30, 2001 and 2000, respectively:

| | 2001                             |  | 2000    |  
| | -------------------------------- |  | ------- | -
|
|
|
|
| | Basic EPS                        |  | ($  13  | )
|
| | Potentially dilutive securities: | 
| | Stock options                    | 
| |                                  |  |         |  
| | Diluted EPS                      |  | ($  13  | )
| |                                  |  |         |  
|
|
|
|
|
|
|
|
| | Net (loss) / Income              |  | ($  54  | )
| | Less:                            | 
| | Preferred stock dividends        |  |         |  
| |                                  |  |         |  
| | Basic EPS                        |  | (    54 | )
|
| | Potentially dilutive securities: | 
| | Stock options                    | 
| | Assumed preferred                | 
| | stock conversion                 | 
| |                                  |  |         |  
| | Diluted EPS                      |  | ($  54  | )
| |                                  |  |         |  

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

10

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Crown Cork & Seal Company, Inc.

|
|
|

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

| | Cash  payments for interest, including prepayments and net of amounts capitalized, were $332 and $239
         during the nine months ended September 30, 2001 and 2001, respectively.  Cash payments for income taxes amounted to $44 and $31
         during the nine months ended September 30, 2001 and 2000, respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|Quarter ended September 30,
|---------------------------
|
|
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|
|                           
|                           
|
|
|
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           

11

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Crown Cork & Seal Company, Inc.

| | The following table reconciles the Companys
       segment income to consolidated pre-tax (loss) / income:
| | -----------------------------------------------------------------------------------------------------------

| | Third Quarter EndedSeptember 30,     |  | Nine Months EndedSeptember 30, |  
| | ------------------------------------ |  | ------------------------------ | -
|
|
|
| | Total segment income                 |  | $112                           |  
| | Interest expense                     |  | 116                            |  
| | Interest income                      |  | (      3                       | )
| | Gain on sale of assets               |  |                                |  
| | Translation and exchange adjustments |  | 3                              |  
| |                                      |  |                                |  
| | Consolidated pre-tax (loss) / income |  | ($    4                        | )
| |                                      |  |                                |  

|K. | Commitments and Contingent Liabilities
|-- | --------------------------------------

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

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

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

| | The Companys accrual of $420 recorded at December 31, 2000 for asbestos claims constituted management's best estimate
at that time of such costs for pending and future claims that were probable and estimable.  At September 30, 2001 the accrual was $332 as a result of
$88 of payments made during the first nine months of 2001 for asbestos litigation.  The $88 of payments includes amounts paid for claims that were
settled in previous years and does not include amounts committed to be paid in the future.  As of September 30, 2001, the Company has committed to pay
approximately $72 in future periods to settle asbestos claims.  The Company  cautions,  however,  that while it continues
         to review and analyze its claim experience, its estimate of the ultimate liability may be influenced by changes in the litigation
         environment and other factors which may vary as claims are filed and settled or otherwise disposed of. Accordingly,
         these matters,  if resolved in a manner  different from the estimate,  could have a material  effect on the financial condition,
         operating  results or cash flows in future  periods.  While it is not possible to predict with certainty the ultimate outcome
         of these lawsuits and contingencies, the Company believes, after consultation with counsel, that resolution of these matters
         is not expected to have a material adverse effect on the Companys financial position.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

12

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Crown Cork & Seal Company, Inc.

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

| | In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
                     Assets.  SFAS No. 144 replaces SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
                     and for Long-Lived Assets to be Disposed Of.  The standard also replaces the accounting and reporting provisions of
                     Accounting Principles Board (APB) Opinion No. 30,
                     Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and
                     Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business.
                     The standard establishes a single accounting model based on the framework established in SFAS No. 121, for
                     long-lived assets to be disposed of by sale.  The standard also eliminates the requirement to allocate goodwill
                     to long-lived assets to be tested for impairment.  This standard is effective January, 1, 2002, concurrent with SFAS No. 142.
                     Management is currently assessing the provisions of SFAS No. 144 and its potential impact on the Company's consolidated
                     results of operations and financial position.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.  Management is currently assessing the details of
                     the standard and is preparing a plan of implementation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Additionally, in June 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142,
         Goodwill and Other Intangible Assets.  SFAS No. 141 supercedes APB Opinion No. 16, Business Combinations.
         This standard, which is effective July 1, 2001, modifies the method of accounting for
         business combinations entered into after June 30, 2001 and addresses the accounting for intangible assets.  All business combinations  entered into after June 30, 2001, are accounted for using the purchase method.  The Company does not expect any material impact
         on its consolidated financial statements from the adoption of SFAS 141.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | SFAS No. 142 is effective January 1, 2002.  SFAS No. 142 will require that goodwill no longer be amortized,
but instead be tested for impairment, at least annually, in accordance with the new impairment testing provisions
outlined in the standard.  At September 30, 2001, unamortized goodwill was $3,767.  Annual goodwill amortization expense
was $116 in 2000 and is estimated at approximately $113 for 2001.  The Company continues to evaluate whether any transitional
impairment losses will be recognized as the cumulative effect of a change in accounting principle.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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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 and employee data)
|------- | --------------------------------------------------------------------------------------------------------------------------------------

Introduction

The following discussion presents managements analysis of the
results of operations for the three and nine months ended September 30, 2001, compared to the
corresponding periods in 2000 and the changes in financial condition and liquidity from
December 31, 2000. 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, 2000, 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

A net loss of $13 or $.10 per share was reported for the quarter ended September 30, 2001 compared to net income of $44
  or $.35 per share for the third quarter of 2000.  The decrease was due primarily to (i) depressed pricing across many product lines,
  (ii) lower food can sales volumes in the U.S., (iii) higher net interest costs, (iv) lower non-cash pension income, and (v)
   lower fixed cost absorption resulting from the Company's working capital reduction initiative.

For the nine months ended September 30, 2001, net income declined by $115 or $.92 per share to a loss of $54 or $.43 per
  share from net income of $61 or $.49 per share for the same period in 2000.  Included in the results for 2001 was a gain of $4
  or $.03 per share for the cumulative effect of a change in accounting for derivatives and hedging activities. The results for 2001
  also included an after-tax charge of $3 ($.02 per share) for restructuring and asset impairment costs, as described later in this discussion.
  The results for 2000 included after-tax charges of $36 ($.29 per share) for
  restructuring costs and $19 ($.15 per share) for asset impairments, as described later in this discussion, and $13 ($.10 per share)
  for a bad debt provision for a U.S. food can customer.   Excluding the non-recurring items referred to for 2001 and 2000, as well as the cumulative effect
  of the change in accounting in 2001, the net loss for 2001 was $55 or $.44 per share as compared to net income of $129 or $1.03 per share
  for the same period in 2000.  The decrease in earnings from 2000 for the nine months was due primarily to (i) the impact of competitive pricing
  across many product lines, (ii) lower food can volumes in the U.S., (iii) higher net interest costs, and (iv) lower non-cash pension income.

Net Sales

Net sales in the third quarter of $1,985 were $34 or 1.7% below the prior year.  Excluding the effect of foreign currency translation of $28, net sales would have decreased
 $6 compared to the third quarter of 2000.  While the euro and sterling have strengthened against the U.S. dollar recently, average exchange rates in the third quarter were approximately 6.0%
 and 7.0%, respectively, below the same period of 2000.  Net sales for the nine months ended September 30, 2001
 decreased $132 or 2.3% compared to the same period in 2000.  The impact of foreign currency
 translation on net sales for the nine months of 2001, when compared to 2000, was a decrease of $160.
 Excluding the effect of translation, net sales for the nine months of 2001 increased $28 or .5% above 2000 sales of $5,653.
 Sales in the third quarter of 2001 from U.S. operations declined 3.8% and those from non-U.S. operations declined .3%,
 with U.S. sales accounting for 40.0% of consolidated net sales compared to 40.9% for the same period in 2000.
 Sales of beverage cans and ends accounted for 31.9% and sales of food cans and ends accounted for 31.2% of
 consolidated sales in the third quarter of 2001, as compared to 31.4% and 32.6%, respectively, for the same period in 2000.

14

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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     |  | $   988          
| | Europe       |  | 912              
| | Asia-Pacific |  | 85               
| |              |  |                  
|
| | $1,985       |  | $2,019           
| |              |  |                  

The decrease in net sales for the third quarter within the Americas Division was due primarily to (i) lower
 selling prices for beverage cans in North America and (ii) a 7.1% decrease in food can sales volumes in North America, due to soft market
 conditions and the bankruptcy filing by a large customer during the second quarter of 2000.  These decreases were offset, in part,
 by a 1.0% increase in North American beverage can sales volume, and increased PET bottle and beverage and specialty plastic
 closure sales volume.

Net sales in the European Division, excluding unfavorable currency translation adjustments of $19, increased
 $20 or 2.2% in the third quarter compared to a year earlier.  The increase was due primarily to sales volume increases of (i) beverage
 cans in southern Europe, and (ii) aerosol cans, PET preforms and bottles, and health and beauty products across all operations.

Net sales in the Asia-Pacific Division increased by $2 or 2.4% in the third quarter compared to the same period
 in 2000.  Excluding the impact of currency translation of $3, sales increased $5 or
 6.0% primarily due to increased beverage can sales volumes throughout southeast Asia.  Overcapacity in the Chinese beverage can market continues
 to put pressure on selling prices.

Selling and Administrative

Selling and administrative expenses in the third quarter of 2001 were $79, an increase of $2 or 2.6% above
the prior year level of $77.  Selling and administrative expenses for the nine months ended September 30, 2001 decreased $5 or
2.1% to $235 from $240 a year earlier.  The decrease to date was due to lower headcounts and the impact of currency translation.
  As a percentage of net sales, selling and administrative expenses were 4.0% and 4.3% for
 the quarter and year-to-date ended September 30, 2001 compared to 3.8% and 4.3%, respectively, for the same periods in 2000.

Restructuring and Asset Impairments

During the first nine months of 2001, the Company reported restructuring and asset impairment charges
of $5 compared to $77 for the same period in 2000.  Restructuring charges of $7 were provided for the costs
associated with the closures of a food can plant in the U.S. and a plant in the U.K., along with headcount reductions in
three plants in Africa offset, in part, by a credit of $6 for the reversal of severance costs related to a restructuring
charge provided during the second quarter of 2000.  The Company also provided $4 to write-down the value of certain property,
plant and equipment in the U.S. and Europe whose value was considered to be impaired.

During the first nine months of 2000, the Company provided $51 ($36 after-tax or $.29 per share) for the costs associated
with structure modifications in Europe and the closure of three Americas Division plants and $26 ($19 after-tax or $.15
per share) for asset impairments.

15

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Crown Cork & Seal Company, Inc.

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

Additional details about the restructuring and asset impairment activity are provided in Notes
E and F to the Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

Operating Income

Consolidated operating income was $112 as compared to $171 in the third quarter of 2000.
Operating income as a percentage to net sales was 5.6% in 2001 versus 8.5% in 2000.

An analysis of operating income by division follows:

| | Operating Income / (Loss) | 
| | ------------------------- | 
|
|
|
|
|
|
|
| | Americas                  | 
| | Europe                    | 
| | Asia-Pacific              | 
| | Corporate                 | 
| |                           | 
| | $112                      | 
| |                           | 

Operating income for the Americas Division was 4.6% of net sales in the third quarter
 of 2001 as compared to 6.7% for the same period in 2000.  The decrease in operating income was due primarily
 to (i) lower selling prices in the North
American beverage can market, (ii) reduced U.S. food can sales volumes, and (iii) increased pension expense due to lower
returns on pension assets.  The decrease was offset, in part, by increased
sales volumes for (i) beverage cans in North America, and (ii) PET bottles and beverage and specialty plastic closures in the U.S.

European Division operating income as a percentage of net sales was 9.0% in the third quarter of 2001
compared to 13.0% for the same period in 2000.  The decrease in operating margins was primarily due to cost/price pressures
across many operations.

Operating income for the Asia-Pacific Division was $8 in the third quarter of 2001, an increase of $1
 or 14.3% above $7 for the same period in 2000.  As a percentage of net sales, operating income improved to 9.4%
in 2001 from 8.4% in 2000.  The improvement resulted from strong demand for beverage cans throughout southeast Asia.

Net Interest Expense

Net interest expense increased $16 in the third quarter of 2001 as compared to 2000, primarily due to
 increased interest rates and higher average debt outstanding.  During the third and fourth quarters of
2000, the Companys ability to access the commercial paper market was eliminated due to downgrades in its
credit ratings.  Since that time the Company has funded its operations through its multicurrency credit facility and a
new term loan which have higher borrowing rates as compared to commercial paper.  The multicurrency facility, which was
renegotiated in March of 2001, and the new term loan are discussed more fully under Liquidity and Capital Resources.

16

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Crown Cork & Seal Company, Inc.

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

Translation and Exchange Adjustments

The results for the third quarter of 2001 included losses of $2 and $1 in Brazil and Turkey,
respectively, in connection with currency devaluations as compared to losses of $1 for both Brazil and Turkey for the third quarter of 2000.

Taxes on Income

The effective tax rate for the third quarter of 2001, excluding non-deductible goodwill amortization of
$28, was approximately 29%.  The effective tax rate for the same period of 2000, excluding goodwill amortization
of $28, was 23%.  The lower rate in 2000 was primarily due to a net credit of $3 recorded in connection with the release of
 certain tax contingencies offset, in part, by charges to increase the valuation allowance for certain deferred tax assets.

Minority Interests, Net of Equity Earnings

The charge for minority interests, net of equity earnings, was $3 less in the third quarter of 2001 versus the same period in 2000.
The reduction in the charge was primarily due to the third quarter 2000 purchase of the minority interests in the Company's Asia Limited subsidiaries.

Liquidity and Capital Resources

Cash from Operations

Cash of $97 was used by operations in the first nine months of 2001 versus cash provided of $146 over the same period
in 2000.  The decline in cash flow from operations was due to reduced operating income and increased interest payments, including prepayments made
in connection with the Companys amended and restated multicurrency credit facility and new term loan.  These
items were partially offset by an improvement in working capital.

Cash used by operations includes $88 of payments made during the first nine months of 2001 for asbestos litigation.
  The Company expects total asbestos-related payments to range from $100 to $110 for the full year 2001.  However, there can be no
assurance regarding the amounts that ultimately will be paid.

The Company will be required to contribute approximately $85 to fund U.S. pension plans in 2001 and may have to
contribute additional amounts to fund U.S. pension plans in subsequent years.

Investing Activities

Investing activities used cash of $131 in the first nine months of 2001 compared to $149
in the prior year period.  The improvement in investing activities is a result of reduced capital spending, offset by
lower proceeds from asset sales and an increase in other investing activities.

Financing Activities

Financing activities provided cash of $189 in the first nine months of 2001, an increase of $170
over the prior year period.  Increased borrowings were required due to lower operating cash flow, partially
offset by the suspension of dividend payments and stock repurchases.

On March 2, 2001 the Company amended and restated its $2,500 multicurrency revolving credit
facility and obtained a new $400 term loan.  The amended and restated credit facility bears interest at LIBOR
plus 2.5% and the maturity date has been extended to December 8, 2003.  The term loan bears
interest at LIBOR plus 3.5% and matures February 4, 2002.

17

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Crown Cork & Seal Company, Inc.

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

Total debt, net of cash and cash equivalents was $5,275 at September 30, 2001, an increase
above the December 31, 2000 level of $4,967.  Total debt, net of cash and cash equivalents, as a percentage
to total capitalization was 70.9% at September 30, 2001 as compared to 68.3% at December 31, 2000.
Total capitalization is defined as total debt, minority interests and shareholders equity.

The increase in total debt, net of cash and cash equivalents, from
December 31, 2000 is primarily due to the funding of the seasonal working capital buildup.  The increase in total debt as a
percentage of total capitalization was also affected by a reduction in shareholders equity, due to net losses and negative currency
translation adjustments in the first nine months of 2001.

At September 30, 2001, the Company had $2.7 billion of senior secured bank debt and $2.6 billion of notes.
The Company is obligated to pay $400 million of the bank debt on February 4, 2002 and the balance of the bank debt is due December 8, 2003.
The Company is also obligated to pay $350 million of notes on September 1, 2002, $200 million on April 15, 2003, and
$400 million on December 15, 2003.

In order to meet its short-term obligations, improve its financial position, and enhance its ability to refinance
the bank debt due in December, 2003, the Company is reviewing various strategies.  Such strategies include refinancing,
selected asset dispositions and restructuring the terms of the Companys debt, including the possible extension of maturities.
The Companys ability to continue to satisfy its cash requirements is contingent upon the successful implementation of these strategies.
However, there can be no assurance that the Company will be able to successfully refinance or restructure its debt or complete
asset sales on a timely basis or on favorable terms.

See the section entitled "Liquidity and Capital Resources" 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, 2000 for additional information regarding
the Companys indebtedness and financial position.

On November 13, 2001, Standard and Poors lowered the Companys corporate credit rating from BB- to B- and
its senior unsecured debt rating from B to CCC.  The rating agency has placed the Companys debt ratings on credit watch with negative
implications.  Moodys current senior implied ratings are B3 and its unsecured ratings are Caa3.  This agency has also assigned
a negative outlook.

Forward Looking Statements

Statements included herein in Managements Discussion and Analysis of
Financial Condition and Results of Operations, including, but not limited to, in the
Restructuring and Asset Impairments and Investing Activities sections,
and the discussion of the asbestos matters in Note K 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, 2000, 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.

18

---

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

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,
2000 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 September 30, 2001 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, 2000.

19

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Crown Cork & Seal Company, Inc.

PART II - OTHER INFORMATION

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

| | None.
| | -----

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

| | a) | Exhibits                                                                                                                                            | 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------- | 
|
|
| |    | None.                                                                                                                                               | 
|
|
|
|
| | b) | Reports on Form 8-K                                                                                                                                
|
|
| |    | There were no reports on Form 8-K filed by Crown Cork & Seal Company,  Inc.,  during the  quarter for which this
                  report is filed.

20

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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:  November 14, 2001

21