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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 MARCH 31, 2002

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

| |                                                     
| | ----------------------------------------------------
| | FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 1-2227

CROWN CORK & SEAL COMPANY, INC.


(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Pennsylvania                                                   |  | 23-1526444                          
|(State or other jurisdiction
of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|                                                               |  |                                     
|One Crown Way, Philadelphia, PA                                |  | 19154-4599                          
|(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 125,824,438 shares of Common Stock outstanding as of April 30, 2002.**

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Crown Cork & Seal Company, Inc.

FORM 10-QFOR QUARTER ENDED MARCH 31, 2002

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

|                                                           |                                                                                                                                                      |    | 
|---------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | -- | 
|                                                           | Page Number                                                                                                                                         
|                                                          
|Item 1                                                     | Financial Statements                                                                                                                                 |   
|                                                          
|Consolidated Statements of Operations                      | 2                                                                                                                                                   
|                                                          
|Consolidated Balance Sheets                                | 3                                                                                                                                                   
|                                                          
|Consolidated Statements of Cash Flows                      | 4                                                                                                                                                   
|                                                          
|Consolidated Statements of Changes in Shareholders Equity | 5                                                                                                                                                   
|                                                          
|Notes To Consolidated Financial Statements                 |                                                                                                                                                     
|                                                          
|A.                                                         | Statement of Information Furnished                                                                                                                   | 6 
|                                                          
|B.                                                         | Accounting Changes                                                                                                                                   | 6 
|                                                          
|C.                                                         | Receivables                                                                                                                                          | 7 
|                                                          
|D.                                                         | Inventories                                                                                                                                          | 7 
|                                                          
|E.                                                         | Debt and Liquidity                                                                                                                                   | 8 
|                                                          
|F.                                                         | Supplemental Cash Flow Information                                                                                                                   | 8 
|                                                          
|G.                                                         | Derivative Financial Instruments                                                                                                                     | 8 
|                                                          
|H.                                                         | Restructuring                                                                                                                                        | 9 
|                                                          
|I.                                                         | Divestitures                                                                                                                                         | 9 
|                                                          
|J.                                                         | Commitments and Contingent Liabilities                                                                                                               | 9 
|                                                          
|K.                                                         | Earnings Per Share                                                                                                                                   | 10
|                                                          
|L.                                                         | Segment Information                                                                                                                                  | 11
|                                                          
|Item 2                                                     | Managements Discussion and Analysis
                                                               of Financial Condition and Results of Operations |   
|                                                          
|                                                           | Introduction                                                                                                                                         | 12
|                                                          
|                                                           | Results of Operations                                                                                                                                | 12
|                                                          
|                                                           | Liquidity and Capital Resources                                                                                                                      | 15
|                                                          
|Forward Looking Statements                                 | 17                                                                                                                                                  
|                                                          
|Item 3                                                     | Quantitative and Qualitative Disclosures About Market Risk                                                                                           | 17
|                                                          
|                                                          
|                                                          
|                                                           | PART II  OTHER INFORMATION                                                                                                                          |   
|                                                          
|                                                          
|Item 1                                                     | Legal Proceedings                                                                                                                                    | 18
|                                                          
|                                                          
|Item 6                                                     | Exhibits and Reports on Form 8-K                                                                                                                     | 18
|                                                          
|Signature                                                  | 19                                                                                                                                                  

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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 March 31,                                             |   | 2002 |             | 2001 |  
|------------------------------------------------------------------------ | - | ---- | ----------- | ---- | -
|
|Net sales                                                                |   | $    | 1,567       |      |  
|                                                                         |   |      |             |     
|Costs, expenses & other income                                           |  
|Cost of products sold, excluding depreciation and amortization           |   |      | 1,305       |      |  
|Depreciation                                                             |   |      | 90          |      |  
|Amortization                                                             |   |      | 1           |      |  
|Selling and administrative expense                                       |   |      | 76          |      |  
|Provision for restructuring                                              |   |      | 2           |      |  
|Loss on sales of businesses                                              |   |      | 24          |      |  
|Interest expense                                                         |   |      | 93          |      |  
|Interest income                                                          | ( |      | 3           | )    | (
|Translation and exchange adjustments                                     |   |      | 9           |      |  
|                                                                         |   |      |             |     
|                                                                         |   |      | 1,597       |      |  
|                                                                         |   |      |             |     
|                                                                         |   |      |             |      |  
|Loss before income taxes and cumulative effect of a change in accounting | ( |      | 30          | )    | (
|                                                                         |   |      |             |      |  
|Provision for / (benefit from) income taxes                              |   |      | 20          |      | (
|Minority interests, net of equity earnings                               | ( |      | 4           | )    |  
|                                                                         |   |      |             |     
|Net loss before cumulative effect of a change in accounting              | ( |      | 54          | )    | (
|                                                                         |   |      |             |      |  
|Cumulative effect of a change in accounting                              |   |      |             |      |  
|                                                                         |   |      |             |     
|Net loss                                                                 | ( | $    | 54          | )    | (
|                                                                         |   |      |             |     
|                                                                         |   |      |             |      |  
|Loss per average common share:                                           |   |      |             |      |  
|Basic and diluted - before cumulative effect of a change in accounting   | ( | $    | .43         | )    | (
|                                                                         |   |      |             |     
|- after cumulative effect of a change in accounting                      | ( | $    | .43         | )    | (
|                                                                         |   |      |             |     
|                                                                         |   |      |             |      |  
|Average common shares outstanding:                                       |  
|Basic                                                                    |   |      | 125,731,235 |      |  
|Diluted                                                                  |   |      | 125,731,235 |      |  

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

2

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Crown Cork & Seal Company, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)


(In millions)


---

|                                             | March 31, |   | December 31,
|-------------------------------------------- | --------- | - | ------------
|
|
|
|Assets                                       |           |   |             
|Current assets                               |          
|Cash and cash equivalents                    |           | $ | 311         
|Receivables                                  |           |   | 1,030       
|Inventories                                  |           |   | 960         
|Prepaid expenses and other current assets    |           |   | 121         
|                                             |           |   |             
|Total current assets                         |           |   | 2,422       
|                                             |           |   |             
|                                             |           |   |             
|Long-term notes and receivables              |           |   | 14          
|Investments                                  |           |   | 75          
|Goodwill, net of amortization                |           |   | 3,456       
|Property, plant and equipment, net           |           |   | 2,494       
|Other non-current assets                     |           |   | 811         
|                                             |           |   |             
|Total                                        |           | $ | 9,272       
|                                             |           |   |             
|                                             |           |   |             
|Liabilities and shareholders equity         |          
|Current liabilities                          |          
|Short-term debt                              |           | $ | 216         
|Current maturities of long-term debt         |           |   | 378         
|Accounts payable and accrued liabilities     |           |   | 1,586       
|Income taxes payable                         |           |   | 68          
|                                             |           |   |             
|Total current liabilities                    |           |   | 2,248       
|                                             |           |   |             
|                                             |           |   |             
|Long-term debt, excluding current maturities |           |   | 4,510       
|Postretirement and pension liabilities       |           |   | 869         
|Other non-current liabilities                |           |   | 732         
|Minority interests                           |           |   | 199         
|Shareholders equity                         |           |   | 714         
|                                             |           |   |             
|Total                                        |           | $ | 9,272       
|                                             |           |   |             
|                                             |           |   |             

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

3

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)


(In millions)(Unaudited)


---

|Three months ended March 31,                                 | 2002 |   | 2001 |  
|------------------------------------------------------------ | ---- | - | ---- | -
|
|Cash flows from operating activities                         |      |   |      |  
|Net loss                                                     | (    | $ | 54   | )
|Depreciation and amortization                                |      |   | 91   |  
|Provision for restructuring                                  |      |   | 2    |  
|Loss on sales of businesses                                  |      |   | 24   |  
|Cumulative effect of a change in accounting                  |      |   |      |  
|Change in other assets and liabilities, other than debt      | (    |   | 155  | )
|                                                             |      |   |      |  
|Net cash used in operating activities                        | (    |   | 92   | )
|                                                             |      |   |      |  
|                                                             |      |   |      |  
|Cash flows from investing activities                         |     
|Capital expenditures                                         | (    |   | 31   | )
|Net proceeds from sales of businesses                        |      |   | 181  |  
|Other, net                                                   |      |   | 4    |  
|                                                             |      |   |      |  
|Net cash provided by / (used in) investing activities        |      |   | 154  |  
|                                                             |      |   |      |  
|                                                             |      |   |      |  
|Cash flows from financing activities                         |     
|Payments of long-term debt                                   | (    |   | 10   | )
|Net change in short-term debt                                | (    |   | 176  | )
|Stock issued                                                 |      |   | 1    |  
|Minority dividends paid, net of contributions                | (    |   | 6    | )
|                                                             |      |   |      |  
|Net cash provided by / (used in) financing activities        | (    |   | 191  | )
|                                                             |      |   |      |  
|                                                             |      |   |      |  
|Effect of exchange rate changes on cash and cash equivalents | (    |   | 16   | )
|                                                             |      |   |      |  
|                                                             |      |   |      |  
|Net change in cash and cash equivalents                      | (    |   | 145  | )
|                                                             |      |   |      |  
|Cash and cash equivalents at beginning of period             |      |   | 456  |  
|                                                             |      |   |      |  
|Cash and cash equivalents at end of period                   |      | $ | 311  |  
|                                                             |      |   |      |  
|                                                             |      |   |      |  
|

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

4

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Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY


(In millions)(Unaudited)


|                                
|--------------------------------
|                                
|                                
|                                
|Balance at December 31, 2001    
|Net loss                        
|Translation adjustments         
|Derivatives qualifying as hedges
|                                
|Comprehensive loss              
|                                
|Stock issued                    
|                                
|                                
|Balance at March 31, 2002       
|                                
|                                
|                                
|                                
|Balance at December 31, 2000    
|Net loss                        
|Translation adjustments         
|Derivatives qualifying as hedges
|                                
|Comprehensive loss              
|                                
|                                
|                                
|Balance at March 31, 2001       
|                                

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

5

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Crown Cork & Seal Company, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


|A. | Statement of Information Furnished                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The accompanying  unaudited interim  consolidated and condensed financial statements have been prepared by the Company in
         accordance with Form 10-Q instructions.  In the opinion of management,  these consolidated  financial  statements contain
         all  adjustments  of a normal and recurring nature necessary to present fairly the financial  position of Crown Cork & Seal
         Company,  Inc. as of March 31, 2002 and the  results of its  operations  and cash flows for the periods  ended March 31, 2002
         and 2001,  respectively.  These results have been determined on the basis of generally accepted  accounting  principles and practices
         consistently applied.
|  
|   | Certain information and footnote disclosures, normally included in financial statements presented in accordance with generally
          accepted accounting principles, have been condensed or omitted.  The accompanying Consolidated Financial Statements should be read
          in conjunction with the financial statements and notes thereto included in the Companys  Annual Report on Form 10-K for the
          year ended December 31, 2001.                                                                                                                                                                                                                                                            
|  

|B. | Accounting Changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Effective January 1, 2002, the Company adopted Statement of Financial  Accounting  Standards No. 142 (SFAS 142), Goodwill
         and Other  Intangible  Assets.  SFAS 142 requires that  amortization  of goodwill and other  indefinite-lived  intangible
         assets be  discontinued  upon adoption of the standard.  The standard  also requires that goodwill and  indefinite-lived
         intangible assets be tested for impairment, at least annually, under the guidelines established.  Preliminary testing for impairment
         has been  completed and has indicated  that a  noncash transitional impairment charge will be required.
         The Company is currently  measuring the level of impairment with the assistance of an appraisal firm. Upon completion of the analysis,
          the Company will report the charge,  retroactive to
         the first quarter of 2002, as the cumulative effect of a change in accounting.
|  
|   | The impact of prior year goodwill amortization to reported earnings was as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | Quarter Ended March 31,           | 
| | --------------------------------- | 
| |                                  
| | 2002                              | 
|
| | Net loss                          | 
|
| | As reported                       | 
| | Addback:  Goodwill amortization   | 
| |                                   | 
| | Adjusted net loss                 | 
| |                                   | 
|
| | Basic and diluted loss per share: | 
|
| | As reported                       | 
| | Addback: Goodwill amortization    | 
| |                                   | 
| | Adjusted loss per share           | 
| |                                   | 

| | The carrying  amount of goodwill  decreased  by $169 during the first  quarter of 2002.  Of the  decrease,  divestitures
         accounted  for  $75 in the  Americas  and  $56  in  Europe,  covering  the  sale  of the  Companys  fragrance  pumps  and
         pharmaceutical  packaging  businesses, respectively.  The $56 in Europe included $5 for the use of previously unrecognized tax losses
in connection with the sales.  The remaining  decline in goodwill was due to  translation  adjustments  of $38 in
         Europe.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

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Crown Cork & Seal Company, Inc.

|
|
|
|
|
|
|
|

|C. | Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company  utilizes  receivable  securitization  agreements in its  management of cash flow  activities.  The
         Companys  current
         agreement,  entered into during 2001,  provides for the  accelerated  receipt of cash up to $350 on the available pool of
         North American  receivables.  Receivables  securitized  at March  31,  2002 and 2001  were  $141 and  $110,  respectively.
         Amounts under these  securitizations  are reported as a reduction in  receivables  in the  Consolidated  Balance  Sheets.
         During  the  first  quarter  of  2002  and  2001,  the  Company  recorded  fees  related  to the  outstanding  receivable
         securitizations  amounting to  approximately  $2 and $3, which were reported as interest  expense within the
         Consolidated Statements of Operations.
|  

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

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

7

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Crown Cork & Seal Company, Inc.

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

| | At March 31, 2002 the Company had $2,190 of senior  secured bank debt due  December 8, 2003,
          and a secured term loan of
         $144 due August 4, 2002.  In addition to the credit  facility  and the term loan,  the Company has $2,617 of  outstanding
         notes, including $350 due on September 1, 2002, $200 on April 15, 2003 and $400 on December 15, 2003.  Based upon projections
         currently available, the Company believes it can pay its obligations due in 2002 through cash generated from operating activities
         and cash on hand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | In order to meet its short-term and long-term  obligations,  improve its financial  position,
         and enhance its ability to
         refinance or extend the maturity of the bank debt due in December  2003,  the Company is  reviewing  various  strategies.
         Such strategies include generating additional cash from operations,  issuing debt or equity securities, increasing its asset  securitizations,  disposing of
         selected assets and  restructuring the terms of the Companys debt.  Repayment of its scheduled  obligations in 2003 will
         be dependent upon the  implementation  of one or more of the  strategies  mentioned  above.  As a result of the Companys
         current  credit  ratings and the  uncertainties  regarding its  asbestos-related  liabilities,  the Companys  ability to
         obtain new  financing  has been  restricted  and there can be no  assurance  that the Company  will be able to access the
         capital  markets in the future,  successfully  repay,  refinance  or  restructure  its debt or complete  asset sales on a
         timely basis or on favorable terms.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|F. | Supplemental Cash Flow Information
|-- | ----------------------------------

| | Cash payments,  including  prepayments,  for interest,  net of amounts  capitalized,
         were $76 and $121 during the three months ended March 31, 2002 and 2001, respectively.  Cash payments for
         income taxes were $6 in both years.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|G. | Derivative Financial Instruments
|-- | --------------------------------

| | The Company uses derivative  financial  instruments,  including swaps and forwards,  to manage
         certain foreign  currency,
         interest  rate and commodity  price  exposures.  With the adoption of SFAS 133 in 2001,  the Company has  recognized  the
         fair  values  of these  instruments  within  its  Consolidated  Balance  Sheets.  At March  31,  2002 the fair  values of
         cross-currency  swaps of $85 were reported in non-current  assets.  The fair values of other  outstanding  instruments, a net credit of
         $2, were reported in current assets and current liabilities.                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | The  Company has  designated  two  cross-currency  swaps as cash flow hedges of its  long-term
         U.K.  foreign-denominated
         debt.  The  Company  has also  designated  foreign  exchange  and  commodity  forwards  as cash flow  hedges  of  certain
         anticipated  foreign  exchange and commodity  transactions.  The fair value for the instruments  designated in
         these hedges are accumulated in other  comprehensive  income in shareholders  equity and are reclassified into
         earnings when the related hedged items impact earnings. The changes in other comprehensive
         income in  shareholders  equity  associated  with hedging  activities  during the quarters ended March 31, 2002 and 2001
         were as follows:

| |                                                              |  | 2001 |   | 2000  |  
| | ------------------------------------------------------------ |  | ---- | - | ----- | -
|
|
| | Balance at January 1                                         |  | ($4  | ) |       |  
| | Transition adjustment upon adoption of SFAS 133 - net of tax |  |      |   | ($18  | )
| | Current period changes in fair value - net of tax            |  | 3    |   | 17    |  
| | Reclassifications to earnings - net of tax                   |  | (  5 | ) | (  13 | )
| |                                                              |  |      |   |       |  
| | Balance at March 31                                          |  | ($6  | ) | ($14  | )
| |                                                              |  |      |   |       |  

8

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Crown Cork & Seal Company, Inc.

|
|

| | During the next twelve months ending March 31, 2003, approximately $2 after-tax
is expected to be reclassified to earnings.  The actual amount that will be reclassified to earnings over the next
twelve months will vary from this amount due to changing market conditions.  No amounts were reclassified to earnings
during the first quarter of 2002 in connection with forecasted transactions that were no longer considered probable.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|H. | Restructuring
|-- | -------------

| | During the first quarter of 2002, the Company  provided $2 for  termination benefits
                                   associated with the closure of two European crown operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | During the first quarter of 2001, the Company  provided $4 for the costs  associated  with the
         closure of a U.S. food can
         plant.  Also during the first  quarter of 2001,  the Company  recorded a  restructuring  credit of $2 for the reversal of
         severance  costs  related to an original  restructuring  charge of $47 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  any write-down  of assets  which is  reflected  as a
         reduction of the related asset account) is included within accounts  payable and accrued  liabilities.  The components of
         the restructuring reserve and movements within these components in the first quarter of 2002 were as follows:

| | Termination     |  | Other Exit |  
| | --------------- |  | ---------- | -
|
| |                 |  |            |  
| | Opening balance |  | $ 8        |  
| | Provision       |  | 2          |  
| | Payments made   |  | (   4      | )
| | Other           |  | (   1      | )
| |                 |  |            |  
| | Closing balance |  | $ 5        |  
| |                 |  |            |  

|I. | Divestitures
|-- | ------------

| | During the quarter of 2002, the Company completed the sales of its U.S. fragrance pumps business,
its European pharmaceutical packaging business, and its 15% shareholding in Crown Nampak (Pty) Ltd. for total net proceeds
of $181.  A net loss of $32 was recognized in connection with these sales, including a tax charge of $8. The Company has reached
an agreement to sell certain other businesses in Africa for $25.  These businesses had sales of $13 for the quarter ended March 31,
2002, and total assets of $46 as of March 31, 2002.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|

|J. | Commitments and Contingent Liabilities
|-- | --------------------------------------

| | The Company is one of many defendants in a substantial  number of lawsuits filed  throughout the
         United States by persons alleging
         bodily  injury as a result of  exposure  to  asbestos.  These  claims  arose  from the  insulation  operations  of a U.S.
         company,  the majority of whose stock the Company  purchased  in 1963.  Approximately  90 days after the stock  purchase
         this U.S. company sold its insulation operations and was later merged into the Company.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | As of March 31, 2002,  the Companys  accrual for pending and future  asbestos-related
         claims was $317,  a decease of $30
         since  December  31, 2001 due to payments made during the first three  months of 2002.  The 2002  payments
         included  amounts for claims that were settled in previous  years.  The accrual of $317  includes  $139 for committed
         settlements that will be paid over time.                                                                          
|

9

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Crown Cork & Seal Company, Inc.

| | While it is not possible to predict the ultimate  outcome of the  asbestos-related  claims and
         settlements,  the Company
         believes,  after  consultation with counsel,  that resolution of these matters is not expected to have a material adverse
         effect on the Companys financial position.  The Company cautions,  however,  that these estimates for asbestos cases and
         settlements are difficult to predict and may be influenced by many factors.  Accordingly,  these matters,  if resolved in
         a manner different from the estimate, could have a material effect on the Companys financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | In December 2001, the Commonwealth of Pennsylvania  enacted legislation that limits the
          asbestos-related  liabilities of
         Pennsylvania  corporations that are successors by corporate merger to companies  involved with asbestos.  The legislation
         limits the successors  liability for asbestos to the acquired  companys asset value.  Relying upon the new legislation,
         on February 7, 2002 the Company filed a motion for summary judgment in all  asbestos-related  cases pending against it in
         the  Philadelphia  Court of Common Pleas (In re Asbestos  Litigation,  October Term 1986,  Number 001). The plaintiffs in
         these cases have opposed the  Companys  motion and are  contesting  the validity of the  Pennsylvania  legislation.  The
         plaintiffs claim that the legislation is procedurally  inapplicable and that, if applicable,  it violates due process and
         other  causes of the United  States and  Pennsylvania  constitutions.  For more  information  see the  discussion  of the
         Companys potential liability for asbestos cases under Critical  Accounting  Policies in Part II, Item 7:
         Managements
         Discussion and Analysis of Financial  Condition and Results of  Operations,  within the Companys  Annual Report on Form
         10-K for the fiscal year ended December 31, 2001.
|
| | The  Company  is also  subject  to various  lawsuits  and  claims  with  respect  to  matters
         such as  governmental  and
         environmental  regulations  and other actions  arising in the normal  course of business.  While the impact on future
         financial results is not subject to reasonable estimation because considerable  uncertainty exists,  management believes,
         after  consultation  with  counsel,  that the  ultimate  liabilities  resulting  from such  lawsuits  and claims will not
         materially affect the consolidated results, liquidity or financial position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|K. | Earnings Per Share
|-- | ------------------

| | The following  table  summarizes the basic and diluted  earnings per share
          computations  for the periods ended March 31,
         2002 and 2001 respectively:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2002                                                        |  | 2001  |  
| | ----------------------------------------------------------- |  | ----- | -
|
|
|
|
| | Net loss before cumulative effect of a change in accounting |  | ($54  | )
|
| | Cumulative effect of a change in accounting                 |  |       |  
|
| | Net loss - basic                                            |  | (  54 | )
|
| | Effect of dilutive securities: stock options                |  |       |  
| |                                                             |  |       |  
| | Net loss - diluted                                          |  | ($54  | )
| |                                                             |  |       |  

| | Excluded  from the  computation  of diluted  earnings per share were common shares contingently issuable upon
the exercise of outstanding stock options, amounting to 8.3 million shares at March 31, 2002 and 9.3 million shares at March 31, 2001.
These shares were excluded from the computation of diluted earnings per share because the exercise prices of the then outstanding options
were above the average market price for the related periods.  The effect of dilutive stock options of .7 million shares in 2002 were also excluded because
of their anti-dilutive effect on the net loss.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

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Crown Cork & Seal Company, Inc.

|L. | 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  headquarters costs.  Divisional headquarters costs are maintained within the operating segments.
         The interim segment information is as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Quarter ended March 31,
|-----------------------
|
|
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|
|                       
|                       

| | *  Segment income includes goodwill amortization of $10 for the Americas
and $19 for Europe.
| | --------------------------------------------------------------------------------------------

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

| | Three Months Ended March 31,         | 
| | ------------------------------------ | 
|
|
|
|
| | Total segment income                 | 
| | Loss on sale of assets               | 
| | Interest expense                     | 
| | Interest income                      | 
| | Translation and exchange adjustments | 
| |                                      | 
| | Consolidated pre-tax loss            | 
| |                                      | 

11

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Crown Cork & Seal Company, Inc.

PART I - FINANCIAL INFORMATION

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

Introduction

The following  discussion  presents  managements  analysis of the results of operations for the three months ended March
         31,  2002  compared to the  corresponding  period in 2001 and the  changes in  financial  condition  and  liquidity  from
         December 31, 2001. This discussion  should be read in conjunction  with the Consolidated  Financial  Statements and Notes
         thereto  included in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,  2001,  along with the
         consolidated financial statements and related notes included in and referred to within this report.

Results of Operations

Net Loss and Loss Per Share

Net loss for the quarter ended March 31, 2002, was $54 or $.43 per share versus a loss
         of $46 or $.37 per share for the first  quarter of 2001.  The results for 2002  included an after-tax  charge of $2 ($.02
         per share) for  restructuring  costs, as described later in this  discussion,  an after-tax loss on the sale of assets of
         $32 ($.25 per share)  and a loss of $7 ($.06 per  share) on the  devaluation  of the  Argentine  peso.  The  results  for
         2001 included an after-tax charge of $1 ($.01 per share) for  restructuring  costs and an after-tax credit of $4 ($.03 per
         share) for the  cumulative  effect of a change in accounting for the  adoption of SFAS 133.  Excluding  the charges  and credit noted
         above,  earnings per share in the first quarter of 2002 was a loss of $.10 per share versus a loss of $.39 per share in the
          prior year period.  The  improvement
         was due primarily to a change in accounting which, beginning in 2002, eliminated  goodwill  amortization ($.23 per share in the first quarter
         of 2001) and improved  pricing in the Americas  Division,  partially offset by higher pension  expense in the U.S. and lower pension
         income in the U.K.

Net Sales

Net sales in the first  quarter of $1,567 were $91 or 5.5% below the prior year period  sales of $1,658.
         The decrease in
         2002  included $43 due to currency  translation  and $17 due to divested  operations.  Excluding  the effects of currency
         translation  and  divested  operations,  net  sales  were $31 or 1.9% less than the prior  year  period,  reflecting  the
         pass-through  of lower raw  material  costs and volume  decreases in some product  lines,  partially  offset by increased
         selling prices in other product lines.  Sales from U.S.  operations  accounted for  approximately 40% of consolidated net
         sales in the first quarter of both years.  Sales of beverage cans and ends accounted for  approximately  33% and sales of
         food cans and ends accounted for  approximately  27% of  consolidated  net sales in the first quarter of 2002, as compared to
         31% and 28%, respectively, in the same period in 2001.

An analysis of comparative net sales by operating division follows:

| | Net Sales    | 
| | ------------ | 
|
|
|
| | Division:    | 
| |              | 
| | Americas     | 
| | Europe       | 
| | Asia-Pacific | 
| | Corporate    | 
| |              | 
| |              | 
| |              | 

12

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Crown Cork & Seal Company, Inc.

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

Excluding  unfavorable  currency  translation of $12 and divested  operations of $14, net sales in the Americas  Division
         decreased  $25 or 3.0%  versus  the first  quarter of 2001 due to (i) lower  sales  unit  volumes of
         beverage, food and aerosol  cans in North America and (ii) the
         pass-through of lower raw material costs;  partially offset by (i) increased  selling prices for North American beverage,
food and aerosol cans and (ii) increased sales  unit volumes of plastic containers and closures.
         First quarter sales in Brazil and Argentina were lower than the prior year due to the economic turmoil in Argentina.

Net sales in the European Division,  excluding $30 of unfavorable  currency  translation,
         decreased $13 or 1.8% compared to the first quarter of 2001 due to the  pass-through  of lower raw material  costs in the
         plastics  businesses  and lower sales unit volumes.  A decline in sales unit volumes in food and aerosol cans was partially
offset by increased beverage can units across the division.

Net sales in the Asia-Pacific Division increased to $77 as compared to $74 in the first quarter of 2001 due to increased demand for
beverage cans in China and throughout Southeast Asia.

Cost of Products Sold

Cost of products  sold,  excluding  depreciation  and  amortization,  was $1,305 for the quarter  ended March 31,  2002, a
         decrease of $90 compared to the same period in 2001.

As a percentage to net sales, cost of products sold was 83.3% compared to 84.1% for the first quarter of 2001.

Selling and Administrative

Selling  and  administrative  expenses  were $76 for the first  quarter of 2001 as compared to $86 for the same period of
         the prior year. The expenses in 2001 included $5 for employee  separation  costs.  Currency  translation also contributed
         $1 to the decrease from 2001.

Provision for Restructuring

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

During the first  quarter of 2001,  the  Company  provided $4 for the costs associated with the closure of a U.S.
food can plant.  Also during the first quarter of 2001, the Company recorded a restructuring credit of $2 for the reversal of
severance costs related to a charge of $47 provided during the second quarter of 2000.

Additional  details about the  restructuring  activity is provided in Note H to the  Consolidated  Financial  Statements
         included in Item 1 of this Quarterly Report on Form 10-Q.

Operating Income

Consolidated  operating income was $93 as compared to $51 in the first quarter of 2001,  including pre-tax  restructuring
         charges  of $2 in each year.  Excluding  restructuring  charges,  operating  income in the first quarter of 2002 was 6.1% of net sales  versus
         3.2% in 2001.

13

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Crown Cork & Seal Company, Inc.

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

An analysis of operating income by division follows:

| | Operating Income (excluding restructuring) | 
| | ------------------------------------------ | 
|
|
|
| | Division:                                  | 
| |                                            | 
| | Americas                                   | 
| | Europe                                     | 
| | Asia-Pacific                               | 
| | Corporate                                  | 
| |                                            | 
| |                                            | 
| |                                            | 

Americas  Division  operating  income, excluding restructuring charges, was 5.6% of net sales in 2002 as compared
             to 1.8% for the same  period of 2001.  The
         increase in operating  income in 2002 was primarily due to increased  selling prices for North  American  beverage, food
          and aerosol cans and
         the adoption of SFAS 142 which requires that goodwill no longer be amortized.  Goodwill  amortization was $10 in the Americas
         Division  in the first  quarter of 2001.  These  improvements  were  partially  offset by an  increase  in noncash  pension
         expense of $9.

European Division operating income,  excluding  restructuring  charges and credits,  as a percentage of net sales was 9.0% in the first
         quarter of 2002 as compared to 8.1% in 2001.  The  improvement  was primarily due to the adoption of SFAS 142 which requires
         that goodwill no longer be amortized.  Goodwill  amortization  was $19 in the first quarter of 2001.  This  improvement was
         partially  offset by a decrease of $10 in noncash  pension  income,  and an overall net volume loss in the  division.  Food
         can and specialty can volumes were down marginally while beverage can volumes increased versus the prior year.

Asia-Pacific  Division  operating  income of $8  increased  $3 over the same  period of the prior  year,  primarily  due to
         increased demand for beverage cans in China and throughout Southeast Asia.

Loss on Sales of Businesses

During the first quarter of 2002, the Company completed the sales of its U.S. fragrance pumps business, its European pharmaceutical packaging
business, and its 15% shareholding in Crown Nampak (Pty) Ltd. for total net proceeds of $181.  A net loss of $32 was recognized
in connection with these sales, including a tax charge of $8.

Net Interest Expense

Net interest  expense  decreased $19 in 2002 as compared to 2001,  primarily due to lower  interest rates and lower average
         debt outstanding.  The lower average debt outstanding primarily reflects the Companys continued emphasis on reducing its
working capital and proceeds from sales of businesses.

Translation and Exchange Adjustments

The results for the first quarter of 2002 included a translation loss of $7 for currency devaluation in Argentina.

14

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Crown Cork & Seal Company, Inc.

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

Taxes on Income

The first  quarter of 2002  included a tax charge of $20 on a pre-tax  loss of $30 because (i) the pre-tax  loss of $24 for
         asset disposals has a corresponding  tax charge of $8 due to the  nondeductible  write-off of goodwill,  and (ii) there was
         no tax benefit  recognized  on U.S.  losses as the current year benefit was fully  reserved by an increase in the valuation
         allowance.

The  effective  tax rate for the  first  quarter  of 2001,  excluding  non-deductible  goodwill  amortization  of $29,  was
         approximately 34%.

Minority Interests, Net of Equity Earnings

The charge for minority  interests, net of equity  earnings,  increased $4 in 2002 compared to the first quarter of 2001. The
         increase is due to increased profits in the beverage can operations in Brazil, China and Vietnam.

Liquidity and Capital Resources

Cash from Operations

Cash of $92 was used by  operations  in the first  three  months of 2002  versus  $284  over the same  period in 2001.  The
         improvement was due to (i) improved operating  results,  (ii) reduced interest  payments,  including  prepayments made in 2001
         in  connection  with the  Companys  amended  and  restated  multicurrency  credit  facility  and new term loan and  (iii) the
         Companys continued focus on working capital management.

Cash flow from operations  included $31 generated from the Companys  receivables  securitization  programs.  The Companys
         North American program provides for the accelerated  receipt of up to $350 of cash on available  receivables.  At March 31,
         2002, receivables securitized were $141.

Investing Activities

Investing  activities  provided  cash of $154 in the first three months of 2002 compared to a use of $52 in the prior year
         period.  The  improvement is due to $181 of net proceeds  received from the sales of the U.S. fragrance pumps business  ($100),  the
         European pharmaceutical packaging business ($57) and the Companys 15% shareholding in Crown Nampak (Pty) Ltd. ($24).

Financing Activities

Financing  activities used cash of $191 in the first quarter of 2002,  compared to cash provided of $246 in the prior year
         period.  Lower borrowings were required in 2002 due to the improved operating cash flow and proceeds from sales of businesses.

In March 2001, the Company  amended and restated its $2,500  multicurrency  revolving  credit facility and obtained a $400
         term loan.  The Company  cannot  access the  commercial  paper  market due to  downgrades  in its credit  rating and, as a
         result, funds its operations through the credit facility.

The credit  facility  matures  December 8, 2003.  At March 31, 2002,  the credit  facility had an  outstanding  balance of
         $2,190 and availability of $190, net of $120 of outstanding letters of credit.

15

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Crown Cork & Seal Company, Inc.

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

The term loan had an original  maturity date of February 4, 2002.  On January 30, 2002,  the maturity date for $225 of the
         term loan was extended to August 4, 2002, with $175 repaid on its original  maturity date.
         Repayment  of the $175 was  made  using  net  proceeds  of $100  from  the  sale of the  U.S.  fragrance pumps  business  and $75 of
         availability  under the credit  facility.  The  balance  of the term loan was  further  reduced  to $144  during the first
         quarter of 2002 using net proceeds of $81  received  from the sales of the  Companys  European  pharmaceutical  packaging
         business and its 15% shareholding in Crown Nampak (Pty) Ltd.

In addition to the credit facility and the term loan at March 31, 2002, the Company had $2,617 of outstanding  notes,  including $350 due on
         September 1, 2002,  $200 on April 15, 2003 and $400 on December 15, 2003.  In order to meet its  short-term  and long-term
         obligations,  improve its  financial  position,  and enhance its ability to  refinance  or extend the maturity of the bank
         debt due in December 2003, the Company is reviewing various  strategies.  Such strategies  include  generating  additional
         cash from operations,  issuing debt or equity securities, increasing its asset  securitizations,  disposing of selected assets and restructuring the terms of
         the Companys debt.  Repayment of its scheduled  obligations in 2003 will be dependent upon the  implementation  of one or
         more of the  strategies  mentioned  above.  As a result of the  Companys  current  credit  ratings and the  uncertainties
         regarding its  asbestos-related  liabilities,  the Companys ability to obtain new financing has been restricted and there
         can be no  assurance  that the Company  will be able to access the  capital  markets in the  future,  successfully  repay,
         refinance or restructure its debt or complete asset sales on a timely basis or on favorable terms.

In order to reduce leverage and future cash interest payments, the Company may from time to time exchange shares of its
common stock for the Companys outstanding notes and debentures pursuant to the exemption from registration provided by Section 3(a)(9)
of the Securities Act of 1933, as amended.  The Company will evaluate any such transactions in light of then existing market conditions
and may determine not to pursue such transactions.

Total  debt,  net of cash and cash  equivalents,  was  $4,793 at March 31,  2002,  compared  to the  December  31 level of
         $4,864.  Total debt,  net of cash  equivalents,  as a percentage  to total  capitalization  was 84.0% at March 31, 2002 as
         compared  to 82.9% at  December  31,  2001.  Total  capitalization  is  defined  as total  debt,  minority  interests  and
         shareholders equity.

The decrease in total debt,  net of cash and cash  equivalents,  from  December 31, 2001, is primarily due to the proceeds
         from the  sales of  businesses  that were used to  reduce  debt.  The  increase  in total  debt as a  percentage  of total
         capitalization  was  affected by a reduction  in  shareholders  equity  due to the first  quarter net loss and  negative
         currency translation adjustments.

Recently Issued Accounting Standards

Effective January 1, 2002, the Company adopted Statement of Financial  Accounting  Standards No. 142 (SFAS 142), Goodwill
         and Other  Intangible  Assets.  SFAS 142 requires that  amortization  of goodwill and other  indefinite-lived  intangible
         assets be  discontinued  upon adoption of the standard.  The standard  also requires that goodwill and  indefinite-lived
         intangible assets be tested for impairment, at least annually, under the guidelines established.  Preliminary testing for impairment
         has been  completed and has indicated  that a  noncash transitional impairment charge will be required.
         The Company is currently  measuring the level of impairment with the assistance of an appraisal firm. Upon completion of the analysis,
          the Company will report the charge,  retroactive to
         the first quarter of 2002, as the cumulative effect of a change in accounting.

16

---

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

In June 2001, the FASB issued SFAS 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.

Forward Looking Statements

Statements  included  herein in  Managements  Discussion and Analysis of Financial  Condition and Results of Operations,
         including,  but not  limited  to,  in the Financing Activities section and the  discussion  of debt and liquidity in Note E and
  asbestos  activities  in
           Note J to the  Consolidated  Financial
         Statements  included  in this  Quarterly  Report  on Form 10-Q and also in Part I, Item 1:  Business  and Item 3:  Legal
         Proceedings  and in Part II,  Item 7:  Managements  Discussion  and  Analysis  of  Financial  Condition  and  Results of
         Operations,  within the  Companys  Annual  Report on Form 10-K for the fiscal year ended  December  31,  2001,  which are
         not   historical   facts   (including   any   statements   concerning   plans  and  objectives  of  management  for  future
         operations or economic performance,  or assumptions related thereto),  are forward-looking  statements within the meaning
         of the federal  securities  laws. In addition,  the Company and its  representatives  may from time to time make other oral
         or written statements which are also forward-looking statements.

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

While the Company periodically  reassesses material trends and uncertainties  affecting the Companys results of operations
         and financial  condition in connection with the preparation of Managements  Discussion and Analysis of Financial Condition
         and Results of Operations and certain other sections  contained in the Companys  quarterly,  annual or other reports filed
         with the  Securities  and  Exchange  Commission  (SEC),  the Company  does not intend to review or revise any  particular
         forward-looking statement in light of future events.

A discussion of important  factors that could cause the actual results of operations or financial  condition of the Company
         to differ from  expectations  has been set forth in the Companys  Annual  Report on Form 10-K for the year ended  December
         31, 2001 within Part II, Item 7;  Managements  Discussion and Analysis of Financial  Condition and Results of Operations
         under the caption  Forward  Looking  Statements  and is incorporated  herein by reference.  Some of the factors are also
         discussed  elsewhere in this Form 10-Q and in prior Company  filings with the SEC. In addition,  other factors have been or
         may be discussed from time to time in the Companys SEC filings.

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

As of March 31,  2002 there have been no material  changes in the  Companys  market risk  exposure  as  described  in  Managements
         Discussion and Analysis contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2001.

17

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Crown Cork & Seal Company, Inc.

PART II - OTHER INFORMATION

|Item 1. | Legal Proceedings
|------- | -----------------

| | For  information  regarding  the  Companys  potential  asbestos-related  liabilities,  see Note J entitled  Commitments  and
         Contingent  Liabilities to the Consolidated  Financial Statements within Item 1 on pages 9 and 10 of this Quarterly Report on
         Form 10-Q, which information is incorporated herein by reference.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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.

18

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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:  May 1, 2002

19