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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

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

              FOR THE TRANSITION PERIOD FROM _______ TO _______

                          COMMISSION FILE NUMBER 1-2227

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

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

9300 Ashton Road, Philadelphia, PA                 19136
(Address of principal executive offices)         (Zip Code)


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

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

There are 128,296,876 shares of Common Stock outstanding as of October 31, 1996.

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





<PAGE>


                         Crown Cork & Seal Company, Inc.

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


Three months ended September 30,                1996               1995
-------------------------------------------------------------------------------

Net sales                                     $2,462.1          $1,427.1
                                              --------          --------

Costs, expenses & other income
   Cost of products sold, excluding
     depreciation and amortization             1,988.6           1,252.8
   Depreciation and amortization                 130.0              67.3
   Selling and administrative expense            101.6              36.0
   Provision for restructuring                                      82.5
   Gain on sale of assets                   (     12.6)       (      3.1)
   Interest expense                              106.7              38.1
   Interest income                          (     21.7)       (      3.3)
   Translation and exchange adjustments            3.0        (      1.8)
                                             ---------        ----------
                                               2,295.6           1,468.5
                                             ---------        ----------

Income (loss) before income taxes                166.5        (     41.4)
Provision for income taxes                        54.1        (     23.9)
Minority interest, net of equity earnings   (      3.0)       (      2.4)
                                             ---------         ---------
Net income (loss)                                109.4        (     19.9)
Preferred stock dividends                          5.9
                                             ---------         ---------
Net income (loss) available
  to common shareholders                      $  103.5        ($    19.9)
                                             =========         =========
Earnings (loss) per average common share:
              Primary                         $    .81        ($     .22)
                                             =========         =========
              Fully diluted                   $    .78        ($     .22)
                                             =========         =========
Dividends per common share                    $    .25
                                             =========         =========
Weighted average common shares outstanding:

              Primary                            128.5              90.8
              Fully diluted                      139.8              90.8
--------------------------------------------------------------------------------

The financial statements for 1996 include the operations of CarnaudMetalbox for
the three months ended September 30, 1996.

Certain prior year amounts have been reclassified to improve comparability.

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

                                        2

<PAGE>


                         Crown Cork & Seal Company, Inc.

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


Nine months ended September 30,                     1996               1995
--------------------------------------------------------------------------------

Net sales                                         $6,367.0          $3,939.6
                                                  --------          --------

Costs, expenses & other income
   Cost of products sold, excluding
    depreciation and amortization                  5,169.1           3,343.6
   Depreciation and amortization                     359.8             196.5
   Selling and administrative expense                277.4             107.8
   Provision for restructuring                        29.6             102.7
   Gain on sale of assets                        (    22.8)        (     8.1)
   Interest expense                                  279.6             111.6
   Interest income                               (    56.6)        (     8.8)
   Translation and exchange adjustments          (    35.7)        (     1.3)
                                                  --------          --------
                                                   6,000.4           3,844.0
                                                  --------          --------

Income before income taxes                           366.6              95.6
Provision for income taxes                           107.7              17.4
Minority interest, net of equity earnings        (    14.1)        (     9.4)
                                                  --------          --------
Net income                                           244.8              68.8
Preferred stock dividends                             13.9
                                                  --------          --------
Net income available to common shareholders        $ 230.9           $  68.8
                                                  ========          ========
Earnings per average common share:
              Primary                              $  1.91           $   .76
                                                  ========          ========
              Fully diluted                        $  1.89           $   .76
                                                  ========          ========
Dividends per common share                         $   .75
                                                  ========          ========
Weighted average common shares outstanding:

              Primary                                120.8              90.6
              Fully diluted                          129.8              90.6
--------------------------------------------------------------------------------


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

Certain prior year amounts have been reclassified to improve comparability.

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

                                        3

<PAGE>


                         Crown Cork & Seal Company, Inc.

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


                                               September 30,      December 31,
                                                   1996              1995
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
   Cash and cash equivalents                   $   168.7          $   68.1
   Receivables                                   1,822.7             744.3
   Inventories                                   1,332.7             811.9
   Prepaid expenses and other current assets       202.8              84.6
                                               ---------          --------
              Total current assets               3,526.9           1,708.9
                                               ---------          --------

Long-term notes and receivables                     83.4              63.5
Investments                                         90.9              57.5
Goodwill, net of amortization                    4,643.0           1,095.7
Property, plant and equipment                    3,768.8           2,005.9
Other non-current assets                           423.0             120.2
                                               ---------          --------
              TOTAL                            $12,536.0          $5,051.7
                                               =========          ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Short-term debt                             $ 1,174.3          $  537.9
   Current portion of long-term debt                34.2              70.2
   Accounts payable and accrued liabilities      2,135.0             668.2
   United States and foreign income taxes           33.5               2.7
                                               ---------          --------
              Total current liabilities          3,377.0           1,279.0
                                               ---------          --------
Long-term debt, excluding current maturities     4,040.6           1,490.1
Postretirement and pension liabilities             679.0             590.6
Other non-current liabilities                      493.8             112.2
Minority interests                                 274.8             118.6
Shareholders' equity                             3,670.8           1,461.2
                                               ---------          --------
              TOTAL                            $12,536.0          $5,051.7
                                               =========          ========
Book value per common share                      $24.57            $16.12
--------------------------------------------------------------------------------

The financial statements for 1996 include the financial position of
CarnaudMetalbox.

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

                                        4

<PAGE>


                         Crown Cork & Seal Company, Inc.

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

Nine months ended September 30,                       1996            1995
-------------------------------------------------------------------------------
Cash flows from operating activities
   Net income                                      $  244.8         $  68.8
   Depreciation and amortization                      359.8           196.5
   Provision for restructuring                         21.9            67.0
   Foreign currency gain                          (    42.1)            -
   Gain on sale of assets                         (    22.8)       (    8.1)
   Equity in earnings of joint ventures,
    net of dividends                                    7.0              .5
   Minority interest in
     earnings of subsidiaries                          10.5            13.2
   Change in assets and liabilities,
       other than debt                            (   320.8)       (  425.3)
                                                   ---------        -------
           Net cash provided by
             (used in) operating activities           258.3        (   87.4)
                                                   ---------        --------
Cash flows from investing activities
   Capital expenditures                           (   428.4)       (  295.4)
   Acquisition of businesses,
    net of cash acquired                          ( 1,533.1)       (   14.2)
   Proceeds from sale of property,
     plant and equipment                               27.4            12.8
   Proceeds from sale of businesses                   107.9
   Other, net                                     (    14.4)       (    3.8)
                                                   ---------        --------
          Net cash used
           in investing activities                ( 1,840.6)      (  300.6)
                                                   ---------       --------
Cash flows from financing activities
   Proceeds from long-term debt                     1,886.6          329.4
   Payments of long-term debt                     (    90.4)      (  205.9)
   Net change in short-term debt                  (    23.9)         258.8
   Dividends paid                                 (   107.4)          -
   Common stock:
       Repurchased for treasury                                  (      .3)
       Issued under various
        employee benefit plans                          5.5           18.8
   Minority contributions,
     net of dividends paid                             14.9            9.6
                                                   --------        -------
         Net cash provided by
          financing activities                      1,685.3          410.4
                                                   --------        -------
Effect of exchange rate changes
   on cash and cash equivalents                   (     2.4)      (    7.9)
                                                   --------        -------
Net change in cash and cash equivalents               100.6           14.5
Cash and cash equivalents
  at beginning of period                               68.1           43.5
                                                   --------        -------
Cash and cash equivalents
  at end of period                                 $  168.7        $  58.0
                                                   ========        =======
--------------------------------------------------------------------------------
Schedule of non-cash investing activities:            1996           1995
                                                      ----           ----
   Acquisition of businesses
       Fair value of assets acquired               $7,855.1         $14.2
       Liabilities assumed                        ( 3,867.3)
       Issuance of common stock                   ( 1,562.4)
       Issuance of 4.5% convertible preferred     (   520.7)
                                                   --------         -----
                   Cash paid                       $1,904.7         $14.2
                                                   ========         =====
--------------------------------------------------------------------------------

Certain prior year balances have been reclassified to improve comparability.

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

                                        5

<PAGE>

<TABLE>

                                                        Crown Cork & Seal Company, Inc.

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


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

------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995                         $592.5   $  182.7   $1,049.0     ($32.1)     ($191.7)    ($139.2)  $1,461.2
Net income                                                                  244.8                                          244.8
Common stock issued in
  business combination                                186.5    1,375.9                                                   1,562.4
4.5% convertible preferred stock
  issued in business combination          $520.7                                                                           520.7
Cash dividends paid - common stock                                      (    96.1)                                     (    96.1)
Preferred stock dividends                                               (    13.9)                                     (    13.9)
Common stock issued under
  employee benefit plans                                           4.2                                            1.3        5.5
Translation adjustments                                                                           (  13.8)             (    13.8)
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1996             $520.7     $779.0   $1,562.8   $1,183.8     ($32.1)     ($205.5)    ($137.9)  $3,670.8
------------------------------------------------------------------------------------------------------------------------------------

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

-----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994                         $592.5     $168.4     $974.1      ($48.1)    ($175.9)     ($145.8)  $1,365.2
Net income                                                                   68.8                                            68.8
Treasury stock purchased                                       (    .3)                                                 (      .3)
Common stock issued under
  employee benefit plans                                          12.6                                             6.2       18.8
Translation adjustments                                                                               5.6                     5.6
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1995                        $592.5     $180.7   $1,042.9      ($48.1)    ($170.3)     ($139.6)  $1,458.1

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



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

                                        6

<PAGE>


                         Crown Cork & Seal Company, Inc.

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

A.      Statement of Information Furnished

        The accompanying unaudited interim consolidated and condensed financial
        statements have been prepared by the Company in accordance with
        instructions to Rule 10-01 of Regulation S-X. In the opinion  of
        management, these consolidated financial statements contain all
        adjustments necessary to present fairly the financial position of Crown
        Cork & Seal Company, Inc. as of September 30, 1996, and the results of
        its operations and cash flows for the periods ended September 30, 1996
        and 1995, respectively.  These results have been determined on the basis
        of generally accepted accounting principles and practices applied
        consistently and are not necessarily indicative of the results that may
        be expected for the year ending December 31, 1996.

        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
        statements and notes thereto included in the Company's 1995 Form 10-K
        Annual Report along with the statements and notes related  to
        CarnaudMetalbox(CMB) for 1995 filed with the Company's Current Report
        on Form 8-K dated February 22, 1996, as amended, and the Company's first
        and second quarter 1996 Quarterly Reports on Form 10-Q, as amended.

B.      Summary of Significant Accounting Policies


        Financial Instruments

        In managing its interest rate and currency exposures, the Company
        employs (i) interest rate swap and cap agreements, (ii) currency
        forwards and options and (iii) a netting program which offsets
        equivalent foreign currency assets and liabilities. The Company has
        established a control environment which includes policies and procedures
        for risk assessment and the approval for reporting and monitoring of
        financial instrument activities.  The Company designates interest rate
        swaps as hedges of specific debt instruments and recognizes interest
        differentials as adjustments to interest expense as the differentials
        occur. Realized and unrealized gains and losses arising from currency
        forwards, including swaps, and options are recognized in income as
        offsets to gains and losses resulting from the underlying hedged
        transactions.  Gains and losses on contracts designated as hedges of
        identifiable foreign currency firm commitments are deferred and included
        in the measurement of the related foreign currency transaction.

        Earnings per Share

        Primary earnings per average common share are computed by dividing net
        income  available to common shareholders by primary weighted average
        common shares. Primary weighted average common shares equal weighted
        average common shares plus dilutive common share equivalents.  On a
        fully-diluted basis, both net income and weighted average common shares
        are adjusted to assume the conversion of the Company's 4.5% convertible
        preferred stock.

C.      Acquisitions

        Effective February 22, 1996, the Company acquired CMB, a leading
        multinational manufacturer of metal and plastic packaging materials and
        equipment with headquarters in Paris, France, for approximately $4,000.
        The acquisition was accounted for as a purchase transaction and the
        results of operations from February 22, 1996 are included in the
        Company's financial statements as presented herein.  The preliminary
        purchase price allocation to the fair value of assets acquired and
        liabilities assumed resulted in the recording of intangible assets,
        principally goodwill, of approximately $3,600. Intangible assets are
        amortized on a straight-line basis over periods not exceeding 40 years.

                                        7

<PAGE>


                         Crown Cork & Seal Company, Inc.


        The following unaudited pro forma summary presents the consolidated
        results of operations as if the acquisition had been completed at the
        beginning of the period presented and does not purport to be indicative
        of what would have occurred had the acquisition actually been made as of
        such date or results which may occur in the future. Comparative pro
        forma information for the nine months ended September 30, 1995 cannot be
        presented because CMB quarterly results were previously not reported nor
        are such results currently available.


                                                             Nine Months
                                                                Ended
        (unaudited)                                       September 30, 1996
        ------------------------------------------------------------------------
        Net sales                                              $6,973
        Net income available to common shareholders            $  210
        Earnings per average common share:
                Primary                                        $ 1.63
                Fully diluted                                  $ 1.60
        ------------------------------------------------------------------------

        Adjustments made in arriving at the pro forma unaudited results of
        operations include increased interest expense on acquisition debt,
        amortization of goodwill, adjustments to the fair value of assets
        acquired and depreciable lives, preferred stock dividends and related
        tax adjustments.  No effect has been given for any future transition and
        restructuring costs or synergistic benefits which may be realized from
        the acquisition.

D.      Restructuring

        During the second quarter of 1996, the Company provided  $29.6 ($21.9
        after taxes or $.17 per share) for the costs associated with the closure
        of a South American operation and costs associated with restructuring
        existing businesses in Europe.  The Company anticipates that the
        restructuring actions referred to above, when complete, will generate
        approximately $6.0 in after-tax cost savings on an annualized basis.
        Except for the restructuring costs associated with the acquisition of
        CMB discussed below, the Company records restructuring charges against
        operations and provides a reserve or writes down assets, as appropriate,
        based on the best information available at the time that the decision is
        made to restructure. The balance of these reserves (excluding  the
        writedown of assets which are reflected as a reduction of the related
        asset account), is included within accounts payable and accrued
        liabilities and other non-current liabilities.

        The Company has made a preliminary assessment of the restructuring and
        exit costs to be incurred  relative to the acquisition of CMB. Affected
        by the preliminary plan of restructuring are twenty-one plants to be
        closed and approximately thirty plants to be reorganized. The plan of
        restructuring which commenced at the end of the first quarter of 1996 is
        expected to be substantially completed during the first quarter of 1997.
        During this time, the Company will determine alternative sites for
        manufacture and qualify the new manufacturing sites with customers.  As
        of September 30, 1996, the Company had accrued approximately $371
        million for the costs associated with restructuring CarnaudMetalbox
        operations and allocated such costs to the purchase price of
        CarnaudMetalbox in accordance with purchase accounting requirements.
        These costs are comprised of severance pay and benefits, writedown of
        assets and lease termination and other exit costs. The cost of providing
        severance pay and benefits for the reduction of approximately  3,200
        employees is currently estimated at approximately $202 and is primarily
        a cash expense. Employees to be terminated will include most, if not
        all, employees  at each plant to be closed and selected employees at
        those plants to be reorganized including salaried employees and
        employees of the respective unions represented at each plant site. The
        cost associated with the writedown of assets (property, equipment,
        inventory, etc.) is currently estimated at approximately $139 and has
        been reflected as a reduction in the fair value of the Company's assets.
        Lease termination costs and other exit costs, primarily repayments of
        government grants and subsidies are currently estimated at approximately
        $29 and are primarily cash expenses. The $371 million in restructuring
        costs recorded in connection with the CarnaudMetalbox acquisition
        include the $70 million restructuring charge previously announced by
        CarnaudMetalbox Asia Ltd., a subsidiary of the Company.




                                       8

<PAGE>


                         Crown Cork & Seal Company, Inc.

        The Company, on a preliminary basis, estimates that this plan of
        restructuring CMB operations when complete, will generate annual costs
        savings of approximately $116 ($77 after-tax) on a full year basis. It
        is also estimated that capital expenditures of approximately $50 will be
        made to expand and upgrade other facilities to minimize the adverse
        effects of the restructuring on existing business and customer
        relationships.

        The Company expects that there will be other restructurings effected
        within the next year. These plans will only be finalized when the
        Company has had time to properly evaluate and assess business conditions
        and operating efficiencies to make such decisions.  As the Company
        continues to restructure the newly combined operations, costs that do
        not qualify for purchase accounting will be charged against operations
        as incurred.

        During 1995 and 1994, the Company recorded pre-tax restructuring charges
        of $102.7 ($67.0 after taxes or $.74 per share) and $114.6 ($73.2 after
        taxes or $.82 per share), respectively, as part of a two-phase
        restructuring plan outlined in March 1994. The combined plan was
        implemented to streamline the Company's North American operations to
        improve productivity and to enhance competitiveness.

        The components of restructuring are as follows:

                      Balance                                          Balance
                        at    Provisions Provisions                       at
                     December   for         for              Tranfer  September
                        31,   existing      CMB      1996     against    30,
                       1995   businesses businesses activity  assets    1996
       -------------------------------------------------------------------------
       Employee costs  $11.5    $16.3      $202.2   ($33.1)            $196.9
       Writedown of  
         assets                   7.4       139.4            ($146.8)
       Lease 
        termination
         and other 
          exit costs    13.7      5.9        29.2   ( 28.0)              20.8
                       ------   ------     ------   ------   -------   ------
                       $25.2    $29.6      $370.8   ($61.1)  ($146.8)  $217.7
       -------------------------------------------------------------------------

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












                                        9

<PAGE>


                         Crown Cork & Seal Company, Inc.

E.      Inventories


                                           September 30,        December 31,
                                               1996                  1995
      --------------------------------------------------------------------------
      Finished Goods                          $514.5                $305.3
      Work in Process                          257.5                  94.3
      Raw Materials                            443.1                 331.3
      Supplies and Repair Parts                117.6                  81.0
                                            --------                ------
                                            $1,332.7                $811.9
                                            --------                ------

F.      Supplemental Cash Flow Information

        Cash payments for interest,  net of amounts capitalized ($2.3 and $5.6
        for 1996 and 1995, respectively), were $255.3 and $87.5 during the nine
        months ended  September 30, 1996 and 1995, respectively.  Cash payments
        for income taxes amounted to $41.5 and $18.5 during the nine months
        ended September 30, 1996 and 1995, respectively.  The 1995 tax payments
        were net of a second quarter domestic tax refund of $15.0.

                                       10

<PAGE>


                         Crown Cork & Seal Company, Inc.

                         PART 1 - FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Results of Operations and 
        Financial Condition

         Introduction

         The following discussion presents management's analysis of the results
         of operations for the three and nine months ended September 30, 1996,
         compared to the corresponding periods in 1995 and the changes  in
         financial  condition  and liquidity  from  December 31, 1995.  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 31,1995, along with
         the consolidated financial statements and related notes included in and
         referred to within this report.

         Effective February 22,1996, the Company completed its acquisition of
         CarnaudMetalbox("CMB"). The consolidated financial statements include
         the CMB operations from this date.

         Restructuring

         In  the  first  quarter of 1996,  the Company made preliminary
         restructuring  estimates  related  to its  acquisition of  CMB.  These
         estimates were adjusted during the second and third quarters of 1996 as
         facts and circumstances  dictated.  The restructuring  plan,  initially
         outlined  at the end of the  first  quarter  1996  and as  subsequently
         adjusted,  is expected to be finalized by the end of the first  quarter
         1997. See Note D to the Consolidated  Financial Statements presented in
         Item 1 of this Quarterly  Report on Form 10-Q for a further  discussion
         of the restructuring costs associated with the acquisition of CMB.

         In addition, the Company has continued  restructuring actions which the
         Company   believes   are  needed  to  create  a  more  cost   effective
         organization.  Certain costs incurred in the restructuring of the newly
         combined operations do not qualify for purchase  accounting  treatment.
         These  non-qualifying  integration  costs amounted to $5.2 in the third
         quarter and are included within cost of products sold. The Company also
         incurred a pre-tax  restructuring charge of $29.6 in the second quarter
         to exit existing operations.  See Note D to the Consolidated  Financial
         Statements  presented in Item 1 of this  Quarterly  Report on Form 10-Q
         for a further discussion of such restructurings.


                              Results of Operations

         Net Income and Earnings Per Share

         The  Company  reported  net income of $109.4 or $.78 per fully  diluted
         common share for the third  quarter of 1996 compared with a net loss of
         $19.9 or $.22 per share for the same period in 1995. Third quarter 1996
         net income includes an after-tax gain of $8.0 or $.06 per fully diluted
         common share primarily from the sale of real estate in the Far East and
         after-tax  charges of $3.8 or $.03 per fully  diluted  common share for
         the  non-qualifying  CMB integration  costs. Third quarter 1995 results
         included after-tax restructuring charges of $54.2 or $.60 per share for
         the closure in the Americas of two beverage can plants,  a beverage end
         plant,  two food can  plants  and a plastic  bottle  operation  and the
         reorganization of several food and plastic bottle  operations.  For the
         nine months ended  September  30, 1996,  net income was $244.8 or $1.89
         per fully  diluted  common share  compared  with net income of $68.8 or
         $.76 per share for the same period in 1995.





                                       11

<PAGE>


                         Crown Cork & Seal Company, Inc.


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

         Net Sales

         Net sales in the  quarter  were  $2,462.1,  an  increase of $1,035.0 or
         72.5% over net sales of  $1,427.1  for the third  quarter in 1995.  Net
         sales for the first nine months of 1996 were  $6,367.0,  an increase of
         $2,427.4  or 61.6% over net sales of  $3,939.6  for the same  period in
         1995. In the quarter,  sales from domestic  operations  decreased  8.4%
         partially  offset by the  addition  of CMB's U.S.  operations,  whereas
         non-U.S.  sales  increased  247.3% due to the  contribution  from CMB's
         operations,  primarily  within  Europe.  Domestic  sales  in the  third
         quarter  accounted  for  36.3%  of  consolidated  net  sales in 1996 as
         compared  to 68.3% a year  earlier.  Sales of  beverage  products  as a
         percentage of consolidated net sales have declined in the third quarter
         from 36.7% to 25.8% whereas sales of food cans and ends have  increased
         from 23.1% to 37.9%  compared  to the prior year third  quarter.  North
         American beverage sales represented 14.7% and 16.6%,  respectively,  of
         consolidated  net sales for the quarter and nine months ended September
         30, 1996, as compared to 30.9% and 31.1% for the comparable  periods in
         1995. An analysis of net sales by division follows:


                                  Net sales
                   Third Quarter          Nine Months Ended   Percentage Change
Divisions                                                       Third    Nine
                  1996         1995        1996       1995     Quarter  Months
                  ----         ----        ----       ----    -------   ------
Americas        $1,020.1    $1,115.7    $2,830.1    $3,034.0  (  8.6%) (   6.7%)
European         1,303.5       253.8     3,112.6       725.6   413.6%    329.0%
Asia-Pacific       106.1        40.3       297.4       116.6   163.3%    155.1%
Other               32.4        17.3       126.9        63.4    87.3%    100.2%
                --------    --------    --------    --------
                $2,462.1    $1,427.1    $6,367.0    $3,939.6    72.5%     61.6%
                ========    ========    ========    ========

         Net sales  within  the  Americas  Division,  which  includes  metal and
         plastic  packaging  operations  in North,  Central  and South  America,
         declined  8.6% in the  quarter  and  6.7%  for the  nine  months  ended
         September 30, 1996 as compared to the same periods in 1995. The decline
         was due  primarily to lower  selling  prices from the  pass-through  to
         customers  of lower raw material  costs and a seven week work  stoppage
         during  the  second  quarter  at eight  plants  due to a union  strike.
         Competitive pressures continue to affect selling prices on most product
         lines.  In the  quarter,  sales units of food cans in the U.S.  were up
         10.5% with beverage end units up 7.2%,  PET bottle units down 14.3% and
         beverage can units down 11.9%.  The anticipated  October aluminum price
         reduction  and  unseasonably  cool and wet  weather  were  the  primary
         factors for unit  declines in beverage  cans and PET bottles.  Beverage
         can unit volume in Canada was up 13% in the quarter as shipments to the
         U.S. and local demand were strong.  Poor  economic  conditions in Latin
         America  continues  to depress  sales while the  addition of CMB's U.S.
         operations to the division,  primarily  Anchor Hocking,  added $48.9 in
         the quarter.

         Net sales in the European Division,  which includes Europe,  Africa and
         the Middle East, were  substantially  higher in the quarter and for the
         nine months ended September 30, 1996 as compared to the same periods in
         1995 due to the  addition  of CMB.  Sales  for the  Company's  existing
         European  Operations  were down  23.1% and  16.3% for the  quarter  and
         year-to-date as compared to 1995 due primarily to: (i) generally weaker
         European currencies compared to the U.S. dollar, (ii) lower volumes and
         prices for plastic packaging, (iii) aggressive pricing from competition
         for  beverage  closures  and (iv) the  deconsolidation  of the  aerosol
         operations  in Italy and the  United  Kingdom  in  accordance  with the
         divestiture  required by the European Commission in connection with the
         CMB  acquisition.  Sales from CMB operations were marginally lower than
         comparable  periods  in  1995  due  to:  (i)  the  impact  on  European
         currencies  of a stronger U.S.  dollar,  (ii) lower volumes and selling
         prices for plastic packaging, (iii) soft market conditions for beverage
         closures and speciality packaging and (iv) the deconsolidation of CMB's
         aerosol operations in line with the divestiture requirement.  Excluding
         the  translation  effect  on  sales  and  the  impact  of  the  aerosol
         divestiture, sales in aerosol and beverage cans increased while plastic
         and  specialty  packaging  sales were down  compared to the prior year.
         Food can sales were equal to the prior year as growth in Eastern Europe
         and  in  the  United  Kingdom  were  offset  by  declines  in  Germany.
         Generally, pricing has remained competitive in most product lines.

                                       12

<PAGE>


                         Crown Cork & Seal Company, Inc.


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

         Net  sales  in the  Asia-Pacific  Division  have  increased  due to the
         addition of CMB operations. In China, demand remains weak due to excess
         capacity,  resulting in very competitive price pressures. Sales outside
         China have been in line with the prior year as sales of fruit juice and
         coffee cans were strong in Thailand and the increased contribution from
         new  operations in Vietnam have been offset by lower sales in Singapore
         and Malaysia.

         Net sales for Other operating units were substantially  higher in 1996,
         quarter and  year-to-date,  from a year  earlier due  primarily  to the
         addition  of  CMB's  Simplimatic  Engineering  operations.  Simplimatic
         contributed   $13.7  and  $53.5  in  the  quarter   and   year-to-date,
         respectively. Within the quarter, Simplimatic sales were lower than the
         same  period in 1995 due to  pressures  on selling  prices and  delayed
         customer orders.

         Cost of Products Sold

         Cost of products sold, excluding depreciation and amortization, for the
         quarter ended  September 30, 1996, was $1,988.6,  a 58.7% increase from
         $1,252.8  for the same  period  in  1995.  For the  nine  months  ended
         September  30,  1996,  these costs  increased  54.6% to  $5,169.1  from
         $3,343.6  in  1995.  These  increases  are due  primarily  to : (i) the
         addition of CMB from  February  22, 1996 and (ii) the  sell-off of 1995
         year-end  inventory  valued with  higher-priced  raw  materials.  These
         increases  have been  partially  offset by declines in the costs of the
         Company's raw materials, primarily aluminum and resins.

         As a percentage of net sales, cost of products sold was 80.8% and 81.2%
         for the quarter and nine months ended  September 30, 1996,  compared to
         87.8% and 84.9%  for the same  periods  in 1995.  The  improvement  has
         resulted  from  increased  sales as well as benefits from the Company's
         continuing  cost   reduction/containment   programs,   such  as,  metal
         downgauging,   the  1995  restructuring   program  and  the  continuing
         integration of CMB  operations.  The Company has increased its focus on
         production  planning and inventory  management to remain as flexible as
         possible within the volatile markets in which it operates.

         Selling and Administrative Expense

         Selling and administrative  expense for the quarter ended September 30,
         1996,  was $101.6,  an increase of 182.2% over 1995. As a percentage of
         net sales these  expenses have  increased to 4.1% from 2.5% in the same
         period for 1995.  For the nine months ended  September 30, 1996,  these
         expenses have increased  157.3% from a year earlier and as a percentage
         of net sales are 4.4% as compared to 2.7% in 1995.  These increases are
         directly  attributable to the addition of CMB whose operations are less
         geographically  concentrated  and whose  management  structure  is more
         decentralized.

         Operating Income

         For the quarter,  consolidated  operating  income  increased  $253.4 to
         $241.9 from a loss of $11.5 for the comparable  period in 1995. For the
         nine months ended  September 30, 1996,  consolidated  operating  income
         increased  181.0%  to $531.1  from  $189.0  for the same  period a year
         earlier. Operating income for the nine months ended September 30, 1996,
         included pre-tax  restructuring charges of $29.6 as compared to charges
         of $82.5 in the third quarter 1995 and $102.7 for the nine months ended
         September 30, 1995.











                                       13

<PAGE>


                         Crown Cork & Seal Company, Inc.


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

         An analysis of operating income, excluding  restructuring,  by division
follows:


                            Operating Income

                    Third Quarter    Nine Months Ended     Percentage Change
Divisions                                                 Third         Nine
                   1996      1995      1996      1995     Quarter      Months
                   ----      ----      ----      ----     -------      ------
Americas          $79.8     $40.6     $165.2    $198.4      96.6%     ( 16.7%)
European          155.0      22.6      373.3      67.8     585.8%      450.6%
Asia-Pacific        4.1       7.4       12.6      19.0    ( 44.6%)    ( 33.7%)
Other               3.0        .4        9.6       6.5     650.0%       47.7%
                 ------     -----     ------    ------
                 $241.9     $71.0     $560.7    $291.7     240.7%       92.2%
                 ======     =====     ======    ======

         As a  percentage  of net  sales,  operating  income  for  the  Americas
         Division  was 7.8% in the third  quarter  and 5.8% for the nine  months
         ended  September  30,  1996 as  compared  to 3.6% and 6.5% for the same
         periods  in  1995.  The  increase  in  third  quarter  margins  was due
         primarily to the restructuring  programs  initiated in the U.S. in 1995
         and 1994  offset  by  continued  pricing  pressures  in both  metal and
         plastic beverage  containers and continued sluggish economic conditions
         in Latin America, primarily Argentina and Brazil.

         Operating income as a percentage of net sales in the European  Division
         was 11.9% in the quarter and 12.0% for the nine months ended  September
         30,  1996 as compared  to 8.9% and 9.3% for the  comparable  periods in
         1995. The increased margin is directly  attributable to the addition of
         CMB   operations,   primarily  its  food,   beverage  and  aerosol  can
         businesses. Operating margins in the quarter for the Company's existing
         facilities  in  Europe  continued  to be lower  than  1995  levels  due
         primarily to  competitive  pressures  resulting in reduced  volumes and
         prices for metal and plastic  packaging.  CMB's  margins in the quarter
         were ahead of 1995  levels due to strong  seasonal  results in food and
         aerosol offset by volume erosion and pricing  pressure from soft market
         conditions for Specialty Packaging and Plastics.

         Operating  income as a  percentage  of net  sales for the  Asia-Pacific
         Division  was  3.9% in the  quarter  and 4.2%  for  nine  months  ended
         September  30, 1996 as  compared to 18.4% and 16.3% for the  comparable
         1995 periods.  The decline in margins was due primarily to the addition
         of CMB  operations.  The  combined  operations  in China have  reported
         significant  profit erosion due to reduced pricing for beverage cans in
         response to excess can capacity  and  aggressive  competition.  Actions
         have  been  and are  continuing  to take  place  to  restructure  these
         operations  so that they can  contribute  favorably  to future  growth.
         Other CMB  operations  in the region  reported  mixed results as strong
         demand  for  coffee  and juice  cans in  Thailand  was  offset by lower
         beverage demand in Singapore and inefficiencies caused by restructuring
         actions in Malaysia.

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

         Net Interest Expense/Income

         Consolidated  net interest  expense,  net of interest  income,  for the
         third quarter and nine months ended  September 30, 1996,  was $85.0 and
         $223.0,  respectively,   as  compared  to  $34.8  and  $102.8  for  the
         comparable periods in 1995. The increases are directly  attributable to
         (i) the acquisition financing for CMB, (ii) capital investment programs
         and  (iii)  initial  cash   requirements  for  the  Company's   ongoing
         restructuring programs.


                                       14

<PAGE>


                         Crown Cork & Seal Company, Inc.


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

         Foreign Exchange

         In the second quarter,  the Company recorded a foreign exchange gain of
         $42.1 due to the impact of a stronger U.S.  dollar on the Company's CMB
         acquisition financing, denominated in French Francs. Subsequent to June
         30,  1996,  this French  Franc  acquisition  debt was  refinanced  into
         several  functional  currencies  providing an effective  hedge  against
         future foreign currency movements.  Unfavorable adjustments of $6.4 for
         the nine months ended  September 30, 1996 resulted  primarily  from the
         remeasurement  of  the  Company's  operations  in  highly  inflationary
         economies.

         Taxes on Income

         Year-to-date  the effective tax  rate was 29.4% in 1996 as compared to 
         18.2% in 1995.  Non-U.S. operations  continue to represent  a  greater 
         portion of the Company's results and, as such, the  effective  tax rate
         may vary significantly from the U.S.  statutory  rate of 35%  depending
         upon the tax  rates in  income producing countries.

         Minority Interest, Net of Equity in Earnings of Affiliates

         Equity earnings in  unconsolidated  joint ventures have declined from a
         year earlier due to (i) the impact of volume erosion in Korea, (ii) the
         impact of higher resin costs as well as soft market  conditions  at the
         Company's  plastic  joint venture in Brazil and (iii) the impact of the
         devaluation  of the Venezuelan  Bolivar by almost two hundred  percent.
         The loss in equity  earnings is  partially  offset by lower  results in
         China which have reduced minority shareholders' interests.

         Industry Segment Performance

         The Company has  integrated  the  operations  of CMB into its  existing
         operations  and  realigned the  management  of its operating  divisions
         along geographic lines which include both metal and plastics sales. The
         former  Plastic  Division has also been  reorganized  along  geographic
         lines and merged into the  Americas  and  European  Divisions.  Further
         discussion of operating  performance within each segment is provided by
         division under "Net Sales" and "Operating Income" contained within this
         Management Discussion and Analysis.

                         Liquidity and Capital Resources

         Cash from Operations

         Net cash of $258.3 was  provided by  operations  during the nine months
         ended  September  30,  1996,  as compared to cash used of $87.4 for the
         same period in 1995.  Improved cash from  operations  has resulted from
         (i) growth in net income before noncash  charges for  depreciation  and
         amortization,  restructuring  and the exchange gain on the  acquisition
         financing,   (ii)  the  portion  of  the  seasonal  build-up  of  CMB's
         inventories  occurring  before the  acquisition  date and (iii) reduced
         working capital requirements due to lower raw material costs.

         Investing Activities

         Investment  activities in 1996 used cash of $1,840.6 compared to $300.6
         in 1995. The increased use was primarily for the acquisition of CMB and
         partially offset by proceeds received from the sale of businesses.

         Capital  expenditures  for 1996 were  $428.4,  an increase of $133.0 or
         45.0% from a year earlier due primarily to the addition of CMB.






                                       15

<PAGE>


                         Crown Cork & Seal Company, Inc.


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

         Financing Activities

         Financing  activities generated cash of $1,685.3 in 1996, compared with
         $410.4 a year earlier.  The increase of $1,274.9 is directly related to
         the borrowings needed to fund the acquisition of CMB.

         Total debt,  net of cash and cash  equivalents,  at September 30, 1996,
         was  $5,080.4 and  represents  an increase of 150.3% above the December
         31, 1995 level of $2,030.1.  Total debt  increased due primarily to the
         acquisition of CMB. Total debt, net of cash and cash equivalents,  as a
         percentage of total  capitalization was 56.3% at September 30, 1996, as
         compared to 56.7% at June 30,  1996,  and 56.2% at December  31,  1995.
         Total  capitalization is defined by the Company as total debt, minority
         interests and shareholders' equity.

         With the  acquisition of CMB, the Company has  substantially  increased
         its  exposure to risk from  adverse  fluctuations  not only in exchange
         rates, but also in interest rates and commodity  prices.  Historically,
         the Company has, when considered  appropriate,  hedged its currency and
         interest  rate  exposures  and  continues to assess the extent to which
         hedging its exposure to adverse  fluctuations  in  commodity  prices is
         appropriate.  For more details on the Company's policies  pertaining to
         the  use of  financial  instruments  see  Note B of  the  Notes  to the
         Consolidated Financial Statements in Item 1 of this Quarterly Report on
         Form 10-Q.

         In 1996, the Company has paid dividends  totaling  $107.4  representing
         $.25 per  common  share for  dividends  declared  and paid in the first
         three  quarters and for  dividends  declared and paid during the second
         and  third  quarters  to  holders  of the  Company's  4.5%  convertible
         preferred stock.

         Other Matters

         On  October  24,  1996,   the  Company   announced   that  its  largest
         shareholder,   Compagnie  Generale  d'Industrie  et  de  Participations
         (CGIP),  sold a portion of its  investment in the Company to a group of
         underwriters. CGIP sold 10,637,500 shares of the Company's common stock
         and 3,450,000 shares of 4.5% convertible preferred stock,  resulting in
         total gross  proceeds to CGIP of $644.6  million,  before  underwriting
         discounts,  commissions and expenses. Upon completion of the offerings,
         CGIP owned common and preferred stock representing  approximately 10.1%
         of the Company's voting power versus 19.9% previously.  The Company did
         not  receive  any of the  proceeds  from the  secondary  offerings.  In
         consideration of the productive relationship with CGIP, the Company has
         decided  not to  request  that a CGIP  nominee  on the  Crown  Board of
         Directors  resign at this time.  The Company has  reserved the right to
         request such resignation under the Shareholders  Agreement between CGIP
         and the Company.

         On September 12, 1996, the Company  announced that it had completed the
         sale of a portion of its European  aerosol can  operations  to U.S. Can
         Corporation.  The purchase price was $58.6 which includes cash of $52.8
         and the assumption of $5.8 in net financial obligations, to be adjusted
         upon   completion  of  the  final  closing   balance  sheet  for  these
         operations.   Proceeds  from  the  transaction   were  used  to  reduce
         short-term   indebtedness.   The  mandated  divestiture  satisfies  the
         condition  under  which  the  Commission  of the  European  Communities
         granted approval for the Company to proceed with its acquisition of CMB
         earlier this year.














                                       16

<PAGE>


                         Crown Cork & Seal Company, Inc.




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


         Forward Looking Statements

         Statements included in "Management's Discussion and Analysis of Results
         of  Operations  and  Financial  Condition",  and the  discussion of the
         restructuring plan in Note D to the Consolidated  Financial  Statements
         and  which is  incorporated  by  reference  therein,  included  in this
         Quarterly Report on Form 10-Q and in Item 1: "Business", Item 3: "Legal
         Proceedings"  and Item 7:  "Management's  Discussion  and  Analysis  of
         Financial Condition and Results of Operations", in the Annual Report on
         Form 10-K for the fiscal year ended  December 31,  1995,  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  Results  of  Operations  and  Financial
         Condition  and  certain  other  sections  contained  in  the  Company's
         quarterly, annual or other reports filed with the SEC, the Company does
         not intend to review or revise any particular forward-looking statement
         in light of future events.

         A discussion of important  factors that could cause the actual  results
         of  operations  or  financial  condition  of the Company to differ from
         expectations  has been set forth in the Company's  Quarterly  Report on
         Form 10-Q for the  quarter  ended  March  31,  1996  under the  caption
         "Management's  Discussion  and  Analysis of Results of  Operations  and
         Financial  Condition - Forward  Looking  Statements and is incorporated
         herein by reference.  Some of the factors are also discussed  elsewhere
         in this Form 10-Q and prior  Company  filings with the  Securities  and
         Exchange Commission  ("SEC").  In addition,  other factors have been or
         may be discussed from time to time in the Company's SEC filings.




                                       17

<PAGE>


                         Crown Cork & Seal Company, Inc.


         Item 5.  Other Information

         1)      On October 9, 1996,  the Company  announced that its affiliate,
                 CarnaudMetalbox  Polska  SP  Z.O.O.,  signed  an  agreement  to
                 purchase FABRYKA OPAKOWAN  BLASZANYCK  ("GOPAK") from the State
                 Treasury of Poland.  GOPAK is a leading  manufacturer  of crown
                 corks,  fish cans and  vacuum  closures  in Poland and had 1995
                 sales of approximately $25 million.

         2)      On October 24,  1996,  the Company  announced  that its largest
                 shareholder,    Compagnie    Generale    d'Industrie    et   de
                 Participations  (CGIP), had sold a portion of its investment in
                 the Company to a group of  underwriters.  CGIP sold  10,637,500
                 shares of the Company's  common stock and  3,450,000  shares of
                 the Company's 4.5% convertible  preferred  stock,  resulting in
                 total  gross  proceeds  to  CGIP  of  $644.6  million,   before
                 underwriting   discounts,   commissions   and  expenses.   Upon
                 completion of the offering,  CGIP owned common and  convertible
                 preferred  stock  representing   approximately   10.1%  of  the
                 Company's voting power versus 19.9% previously. The Company did
                 not receive any of the proceeds from these secondary offerings.

         3)      On October 25, 1996, the Company's Board of Directors  declared
                 cash dividends of $.25 per share on the Company's  common stock
                 and  $.4712  per  share  on  the  Company's  4.5%   convertible
                 preferred  stock.  Both  dividends  are payable on November 20,
                 1996, to shareholders of record on November 4, 1996.





























                                       18

<PAGE>


                         Crown Cork & Seal Company, Inc.


Item 6.  Exhibits and Reports on Form 8-K

         a)      Exhibits

                 11.  Statement re Computation of Per Share Earnings

                 27.  Financial Data Schedule

                 99.  Letter of agreement between the Company and Compagnie 
                      Generale d'Industrie et de Participations ("CGIP")
                      (incorporated herein by reference to Exhibit 99.2 
                      of the Company's Current Report on Form 8-K dated 
                      September 26, 1996 (No. 1-2227)).

         b)      Reports on Form 8-K

                 On September 26, 1996, the Registrant filed a Current Report on
                 Form 8-K for the following event:

                      The Company reported under:

                      (1)    Item 5.  Other Events

                             That it had announced on September 26, 1996 that it
                             had filed a  Registration  Statement on Form S-3 to
                             offer for sale shares of its Common  Stock and 4.5%
                             Convertible  Preferred  Stock  owned  by  CGIP.  In
                             connection  therewith,   the  Registrant  and  CGIP
                             entered  into a  letter  agreement  clarifying  the
                             rights and  obligations  of each party  pursuant to
                             the Shareholders Agreement between them.

                      (2)    Item 7.   Financial Statements and Exhibits

                           b)Pro Forma Financial Information

                             The  unaudited  pro  forma  consolidated  condensed
                             statements   of   operations  of  the  Company  and
                             CarnaudMetalbox  for the six months  ended June 30,
                             1996  and  1995,   and  the   unaudited  pro  forma
                             consolidated  condensed statement of operations for
                             the year ended  December 31, 1995,  as updated from
                             that which was  included in the  Company's  Current
                             Report on Form 8-K/A filed on May 7, 1996.

                           c)Exhibits

                               1)   The   Registrant's    News   Release   dated
                                    September 26 1996,  announcing the filing of
                                    a Registration Statement on Form S-3.

                               2)   Letter of Agreement between the Company and 
                                    CGIP.

                               3)   Unaudited pro forma  consolidated  condensed
                                    statements  of  operations  of CMB  and  the
                                    Company  for the six  months  ended June 30,
                                    1996  and  1995,  and  for  the  year  ended
                                    December 31, 1995.




                                       19

<PAGE>


                         Crown Cork & Seal Company, Inc.


                                    SIGNATURE

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






                                            Crown Cork & Seal Company, Inc.
                                            Registrant



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

Date:    November 14, 1996
         -----------------

                                                                 



                                       20

<PAGE>