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



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-Q

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

      FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

[   ] 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             (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

Indicated  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  preceeding  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  121,861,898  shares of  common  stock outstanding as of October 31,
1999.



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

<PAGE>

                        Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

                       CONSOLIDATED STATEMENTS OF INCOME
                 (In millions except share and per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Three months ended September 30,                                          1999             1998
--------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>

Net sales                                                            $   2,140.0      $   2,291.0
                                                                     -----------      -----------
Cost, expenses & other income

  Cost of products sold, excluding depreciation and amortization         1,672.8          1,803.7
  Depreciation and amortization                                            132.0            133.9
  Selling and administrative expense                                        85.3             91.1
  Provision for restructuring                                               (7.1)           186.6
  Gain on sale of assets                                                   (13.7)
  Interest expense                                                          91.0            102.2
  Interest income                                                           (4.9)           (12.4)
  Translation and exchange adjustments                                       2.2              7.8
                                                                     -----------      -----------
                                                                         1,957.6          2,312.9
                                                                     -----------      -----------

Income before income taxes                                                 182.4            (21.9)

Provision for income taxes                                                  57.1             (3.8)
Minority interests, net of equity earnings                                  (7.3)            (3.0)
                                                                     -----------      -----------
Net income                                                                 118.0            (21.1)

Preferred stock dividends                                                    4.0              4.1
                                                                     -----------      -----------
Net income available to common shareholders                          $     114.0     ($      25.2)
                                                                     ===========      ===========
Earnings per average common share:
                  Basic                                              $       .93     ($       .20)
                                                                     ===========      ===========

                  Diluted                                            $       .91     ($       .20)
                                                                     ===========      ===========

Dividends per common share                                           $       .25      $       .25
                                                                     ===========      ===========
Weighted average common shares outstanding:
                  Basic                                              122,332,141      123,697,189
                  Diluted                                            129,963,348      131,637,480

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

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

                                      -2-

<PAGE>


                        Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

                       CONSOLIDATED STATEMENTS OF INCOME
                 (In millions except share and per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Nine months ended September 30,                                           1999             1998
--------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>

Net sales                                                            $   5,931.0      $   6,428.4
                                                                     -----------      -----------

Cost, expenses & other income
  Cost of products sold, excluding depreciation and amortization         4,619.8          5,033.1
  Depreciation and amortization                                            396.0            406.6
  Selling and administrative expense                                       267.3            281.9
  Provision for restructuring                                               (7.1)           186.6
  Gain on sale of assets                                                   (17.4)
  Interest expense                                                         275.3            300.1
  Interest income                                                          (19.7)           (32.2)
  Translation and exchange adjustments                                      12.1             15.3
                                                                     -----------      -----------
                                                                         5,526.3          6,191.4
                                                                     -----------      -----------

Income before income taxes                                                 404.7            237.0

Provision for income taxes                                                 140.5             88.5
Minority interests, net of equity earnings                                 (17.1)            (2.2)
                                                                     -----------      -----------

Net income                                                                 247.1            146.3

Preferred stock dividends                                                   11.8             13.3
                                                                     -----------      -----------

Net income available to common shareholders                          $     235.3      $     133.0
                                                                     ===========      ===========

Earnings per average common share:
                  Basic                                              $      1.92      $      1.06
                                                                     ===========      ===========
                  Diluted                                            $      1.90      $      1.06
                                                                     ===========      ===========

Dividends per common share                                           $       .75      $       .75
                                                                     ===========      ===========

Weighted average common shares outstanding:
                  Basic                                              122,336,218      125,067,335
                  Diluted                                            129,970,903      133,954,560

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

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

                                      -3-

<PAGE>

                        Crown Cork & Seal Company, Inc.


                    CONSOLIDATED BALANCE SHEETS (Condensed)
                 (In millions except share and per share data)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                      (Unaudited)
                                                                     September 30,    December 31,
                                                                          1999             1998
--------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
Assets
Current assets
   Cash and cash equivalents                                         $     218.6      $     283.9
   Receivables                                                           1,651.2          1,359.2
   Inventories                                                           1,362.0          1,421.0
   Prepaid expenses and other current assets                                97.2            103.6
                                                                     -----------      -----------
                 Total current assets                                    3,329.0          3,167.7
                                                                     -----------      -----------

Long-term notes and receivables                                             27.4             44.2
Investments                                                                142.0             90.6
Goodwill, net of amortization                                            4,357.8          4,565.4
Property, plant and equipment                                            3,388.3          3,742.5
Other non-current assets                                                   930.8            858.1
                                                                     -----------      -----------
                 Total                                               $  12,175.3      $  12,468.5
                                                                     ===========      ===========

Liabilities and shareholders' equity
Current liabilities
   Short-term debt                                                   $   2,297.5      $   2,331.0
   Current portion of long-term debt                                        65.2            135.0
   Accounts payable and accrued liabilities                              1,823.0          2,180.7
   United States and foreign income taxes                                  104.7             62.8
                                                                     -----------      -----------
                 Total current liabilities                               4,290.4          4,709.5
                                                                     -----------      -----------

Long-term debt, excluding current maturities                             3,397.9          3,188.5
Postretirement and pension liabilities                                     683.3            707.0
Other non-current liabilities                                              534.0            609.0
Minority interests                                                         288.9            279.7
Commitments and contingent liabilities
Shareholders' equity                                                     2,980.8          2,974.8
                                                                     -----------      -----------
                   Total                                             $  12,175.3      $  12,468.5
                                                                     ===========      ===========


Book value per common share                                          $     22.98      $     22.89

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

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)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Nine months ended September 30,                                           1999             1998
--------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
Cash flows from operating activities
   Net income                                                        $     247.1      $     146.3
   Depreciation and amortization                                           396.0            406.6
   Gain on sale of assets                                                   (9.5)
   Provision for restructuring                                              (4.9)           126.9
   Change in assets and liabilities, other than debt,
        net of businesses acquired                                        (488.2)          (613.5)
                                                                     -----------      -----------
        Net cash provided by operating activities                          140.5             66.3
                                                                     -----------      -----------

Cash flows from investing activities
   Capital expenditures                                                   (209.5)          (342.1)
   Acquisition of businesses, net of cash acquired                         (49.4)           (31.0)
   Proceeds from sale of property, plant and equipment                      27.8             32.8
   Proceeds from sale of businesses                                         43.9             31.8
   Other, net                                                               (6.3)           (18.6)
                                                                     -----------      -----------
        Net cash used in investing activities                             (193.5)          (327.1)
                                                                     -----------      -----------
Cash flows from financing activities
   Proceeds from long-term debt                                            358.3              5.4
   Payments of long-term debt                                             (197.4)          (146.0)
   Net change in short-term debt                                           (29.8)           999.6
   Stock repurchased                                                        (6.9)          (461.8)
   Dividends paid                                                         (103.5)          (108.4)
   Common stock issued - benefit plans                                        .2             13.8
   Minority contributions, net of dividends paid                            (8.1)            (2.3)
                                                                     -----------      -----------

        Net cash provided by financing activities                           12.8            300.3
                                                                     -----------      -----------

   Effect of exchange rate changes on cash and cash equivalents            (25.1)            (3.6)
                                                                     -----------      -----------

   Net change in cash and cash equivalents                                 (65.3)            35.9
   Cash and cash equivalents at beginning of period                        283.9            205.6
                                                                     -----------      -----------
   Cash and cash equivalents at end of period                        $     218.6      $     241.5
                                                                     ===========      ===========

--------------------------------------------------------------------------------------------------
                                                                          1999             1998
--------------------------------------------------------------------------------------------------

 Schedule of non-cash investing activities:

      Acquisition of businesses:

        Fair value of assets acquired                                $      67.6      $      74.5
        Liabilities assumed                                                (18.2)           (43.5)
                                                                     -----------      -----------
                       Cash Paid                                     $      49.4      $      31.0
                                                                     ===========      ===========

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

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

                                      -5-


<PAGE>


                   Crown Cork & Seal Company, Inc.



           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              Accumulated
                                                                                                                Other
                                   Comprehensive Income    Preferred  Common  Paid-In   Retained  Treasury  Comprehensive
                                   Quarter  Year-To-Date     Stock    Stock   Capital   Earnings    Stock      Income       Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>        <C>           <C>      <C>      <C>       <C>       <C>         <C>          <C>
Balance at December 31, 1998                             |  $350.9   $779.0   $1,340.3  $1,250.4  ($167.3)    ($578.5)     $2,974.8
Net income                         $118.0      $247.1    |                                 247.1                              247.1
Translation adjustments              79.6     ( 130.9)   |                                                     (130.9)       (130.9)
                                   ------      ------    |
Comprehensive income (loss)        $197.6      $116.2    |
                                   ======      ======    |
Dividends declared:                                      |
    Common                                               |                                 (91.7)                             (91.7)
    Preferred                                            |                                 (11.8)                             (11.8)
Stock repurchased                                        |                        (5.5)              (1.4)                     (6.9)
Stock issued - benefit plans                             |                                             .2                        .2
---------------------------------------------------------|--------------------------------------------------------------------------
Balance at September 30, 1999                            |  $350.9   $779.0   $1,334.8  $1,394.0  ($168.5)    ($709.4)     $2,980.8
=========================================================|==========================================================================
                                                         |                                                    Accumulated
                                                         |                                                      Other
                                   Comprehensive Income  | Preferred  Common  Paid-In   Retained  Treasury  Comprehensive
                                   Quarter  Year-To-Date |   Stock    Stock   Capital   Earnings    Stock      Income       Total
---------------------------------------------------------|--------------------------------------------------------------------------
Balance at December 31, 1997                             |  $520.8   $779.0   $1,560.7  $1,327.2  ($137.0)    ($521.5)     $3,529.2
Net income                        ($ 21.1)     $146.3    |                                 146.3                              146.3
Translation adjustments             125.7        93.9    |                                                       93.9          93.9
                                   ------      ------    |
Comprehensive income               $104.6      $240.2    |
                                   ======      ======    |
Dividends declared:                                      |
    Common                                               |                                 (94.3)                             (94.3)
    Preferred                                            |                                 (13.3)                             (13.3)
Stock repurchased                                        |  (169.9)             (260.3)             (31.6)                   (461.8)
Stock issued - benefit plans                             |                        11.5                2.3                      13.8
---------------------------------------------------------|--------------------------------------------------------------------------
Balance at September 30, 1998                            |  $350.9  $ 779.0   $1,311.9  $1,365.9  ($166.3)    ($427.6)     $3,213.8
====================================================================================================================================
</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 Form
         10-Q  instructions.  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, 1999,  and the results of its  operations  and cash flows
         for the periods ended September 30, 1999 and 1998, 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 incorporated by reference in
         the Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1998.

B.       EARNINGS PER SHARE

         The  following  table  summarizes  the basic and diluted  earnings  per
         common share  computations for the periods ended September 30, 1999 and
         1998, respectively:
<TABLE>
<CAPTION>

                                                           1999                               1998
                                              ---------------------------       ----------------------------
                                                          Average                            Average
        Quarter                                Income     Shares     EPS          Income     Shares     EPS
        -------                               ---------------------------       ----------------------------
<S>                                            <C>        <C>       <C>          <C>         <C>      <C>

        Net income                             $118.0                            ($21.1)
           Less:
              Preferred stock dividends          (4.0)                             (4.1)
                                               ------                             -----
        Basic EPS                               114.0     122.3     $ .93         (25.2)     123.7    ($.20)

        Potentially dilutive securities:
              Stock options
              Assumed preferred
                 stock conversion                 4.0       7.7                                7.9
                                               ------     -----                   -----      -----
        Diluted EPS                            $118.0     130.0     $ .91        ($25.2)     131.6    ($.20)*
                                               ======     =====                   =====      =====


                                                           1999                               1998
                                              ---------------------------       ----------------------------
                                                          Average                            Average
        Year-To-Date                           Income     Shares     EPS          Income     Shares     EPS
        ------------                          ---------------------------       ----------------------------
        Net income                             $247.1                             $146.3
           Less:
              Preferred stock dividends         (11.8)                             (13.3)
                                               ------                             ------
        Basic EPS                               235.3     122.3     $1.92          133.0     125.1    $1.06

        Potentially dilutive securities:
              Stock options                                                                     .2
              Assumed preferred
                 stock conversion                11.8       7.7                                8.7
                                               ------     -----                   ------     -----
        Diluted EPS                            $247.1     130.0     $1.90         $133.0     134.0    $1.06*
                                               ======     =====                   ======     =====
<FN>

* 1998  Diluted  E.P.S.  is the same as Basic  E.P.S.  due to the  anti-dilutive
  effect  from  the  assumed  conversion  of  preferred  stock  and the  addback
  of preferred dividends.
</FN>
</TABLE>


                                      -7-

<PAGE>


                        Crown Cork & Seal Company, Inc.


         Stock options  excluded from the  computation  of diluted  earnings per
         share  because  option prices  exceeded  fair market value  amounted to
         6,532,773  and  4,931,061  for the third  quarters of 1999 and 1998 and
         6,104,925 and  1,784,078  for the nine months ended  September 30, 1999
         and 1998, respectively.

C.       INVENTORIES

                    ------------------------------------------------------------
                                                  September 30,     December 31,
                                                     1999               1998
                    ------------------------------------------------------------
                    Finished goods                 $  526.5          $  576.8

                    Work in process                   193.7             204.2

                    Raw materials and supplies        641.8             640.0
                                                   --------          --------
                                                   $1,362.0          $1,421.0
                                                   ========          ========

   D.    RESTRUCTURING

         During the  third  quarter of 1999, the  Company  provided  $7.7  ($5.0
         after-tax  or $.04 per share) for the  costs  associated  with  closing
         one  plant in  Europe and the reorganization of  certain  research  and
         development functions worldwide.  Included in the restructuring  charge
         were  costs of  $6.0  to  provide for  employee  severance  and related
         benefits, and $1.7 for other exit costs, primarily dismantlement costs,
         security costs and utility costs.

         During  1999,  management  decided  not  to  close a  plant  originally
         provided for in the September  1998  restructuring  program based on  a
         customer's   decision  to   increase  its  purchases  in  that  plant's
         geographic market.  As a result, the reserve  of  $14.8 ($9.7 after-tax
         or  $.08 per  share)  previously  established  for  employee  severance
         and  related  benefits and other exit costs  related to  this plant was
         restored to income.  Accordingly, the employees at this  location  will
         not  be  terminated.   Additionally,  the  Company  does  not expect to
         realize approximately $5.3  ($.04 per share) of the  after-tax  savings
         on an annualized basis initially disclosed under the program.

         During  1998,  the Company  provided  $179 ($127  after-tax or $.95 per
         share)  for the costs  associated  with  closing  thirteen  plants  and
         reorganizing  three  additional  plants.   These  actions  reflect  the
         Company's continued commitment to realign its manufacturing  facilities
         with the objective of enhancing operating efficiencies. Included in the
         restructuring  charge  were  costs to  provide  severance  and  related
         benefits,  write-down  of assets  and other  exit  costs.  The  Company
         anticipates  that this  restructuring  program will generate  after-tax
         savings of  approximately  $64 ($.48 per share) on an annualized  basis
         when fully implemented.  The cost of providing  severance  and  related
         benefits was estimated at   $99 and covers a reduction of approximately
         2,900 employees,  1,900 of whom  are  involved  in direct manufacturing
         operations.  Employee reductions were completed at the end of the third
         quarter of 1999. Included in this restructuring provision was a charge
         of $60,  reflecting  the  impairment of property,  plant and  equipment
         principally  located in the  Americas  Division.  This charge has  been
         reflected as a reduction in the carrying  values of the related assets.
         Write-downs  of  property,  plant and  equipment  were made  where  the
         carrying   values  exceed  the  Company's  estimate  of  proceeds  from
         abandonment or disposal.   These  estimates  were based  principally on
         past experience of comparable asset  disposals.   Disposition of assets
         identified  for  disposal  in  the  1998   action  is  expected  to  be
         substantially  completed by the end of 1999. Other  non-recurring  exit
         costs  are  estimated  at  $20  and  are  primarily  a  cash   expense,
         comprising  the  costs  to  effectively   close  and  dispose  of   the
         facilities  identified in the 1998 plan.   Exit costs include,  but are
         not limited to, fees related to lease  termination  and other  contract
         cancellations,  dismantlement costs and  brokers' fees for assets to be
         sold. These costs are expected to be  substantially incurred by the end
         of 1999.

                                       -8-

<PAGE>


                        Crown Cork & Seal Company, Inc.


         Remaining  balances  in the  reserves  at the  completion  of the  1998
         action 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 the
         write-down  of assets which is reflected as a  reduction of the related
         asset  account)  is  included  within  accounts   payable  and  accrued
         liabilities. The components of the restructuring reserve and  movements
         within these  components  during the first nine  months of 1999 were as
         follows:


                                           Employee      Other Exit
         (in millions)                     Severance       Costs         Total
                                           ---------    ----------       -----
         Opening balance..............       $96.9        $30.8          $127.7
         Provision ...................         6.0          1.7             7.7
         Reversal.....................      ( 12.1)      (  2.7)        (  14.8)
         Payments made................      ( 58.4)      ( 18.2)        (  76.6)
         Other movements*.............      (   .4)      (   .3)        (    .7)
                                             -----        -----          ------
         Closing balance..............       $32.0        $11.3          $ 43.3
                                             =====        =====          ======

         *  includes   provisions   under  purchase   accounting  for  two  1999
            acquisitions in Europe as well as translation adjustments.

         During the nine months ended  September  30,  1999,  payments of  $58.4
         were made related to  the termination of approximately 1,900 employees,
         approximately  1,100 of whom  were  involved  in  direct  manufacturing
         operations.   Payments  of  $18.2  were  made  for  other  exit  costs,
         including   dismantlement   costs,   equipment   removal  and   various
         contractual obligations.

         Since inception of the September 1998  restructuring  plan, payments of
         $68.0 were made  related  to the  termination  of  approximately  2,600
         employees,  1,700  of  whom  were  involved  in   direct  manufacturing
         operations.   Payments  of  $12.8  were  made  for  other  exit  costs,
         including   dismantlement   costs,   equipment   removal  and   various
         contractual obligations.

         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 estimates of cost savings,  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  under  "Forward-Looking
         Statements" within  "Management's  Discussion and Analysis of Financial
         Condition and Results of Operations." Shareholders are cautioned not to
         place undue reliance on the estimates or the underlying assumptions and
         should  appreciate that such information may not necessarily be updated
         to reflect  circumstances  existing after the date hereof or to reflect
         the occurrence of unanticipated events.

E.       INVESTMENTS

         The increase of $51.4 in investments from $90.6 at December 31, 1998 to
         $142.0 at September 30, 1999 reflects the  combination of the Company's
         operations in South  Africa  with certain  metal  packaging  businesses
         of  Nampak Limited to form a  new joint venture. Nampak has controlling
         interest in the new company.

F.       SHORT-TERM BORROWINGS AND LONG-TERM DEBT

         On August 25, 1999,  the Company sold $350.0 of 7 1/8% senior notes due
         September 1, 2002. These new debentures  represent the final tranche of
         a shelf registration  dated December 17, 1996.  Interest on these notes
         is to be paid semiannually on March 1 and September 1, commencing March
         1, 2000.  Net proceeds  from the sale of the notes were used to repay a
         portion of the Company's outstanding commercial paper.


                                      -9-

<PAGE>


                        Crown Cork & Seal Company, Inc.


G.       FOREIGN CURRENCY RISK

         The  Company  manages  its  risk to  adverse  fluctuations  in  foreign
         exchange  rates  through the use of a netting  strategy  which  matches
         foreign currency assets and liabilities  whenever  possible and the use
         of  financial  instruments.  These  financial  instruments  are foreign
         currency contracts,  such as swaps and forwards. At September 30, 1999,
         the  Company  had   outstanding   contracts,   primarily   in  European
         currencies,  Singapore dollars, Canadian dollars and U.S. dollars (both
         buy and sell) for an aggregate notional amount of $1,632.0 compared to
         $2,680.5 at December 31, 1998. Based on exchange rates at September 30,
         1999 and  the maturity  dates of the  various contracts,  the aggregate
         contract value of these items approximated fair  value at September 30,
         1999 and December 31, 1998.  Gains and  losses resulting from contracts
         that  are  designated  and effective  as  hedges  are recognized in the
         same period as the underlying hedged transaction.

H.       SUPPLEMENTAL CASH FLOW INFORMATION

         Cash payments for interest,  net of amounts  capitalized ($1.1 for 1999
         and $4.1 for 1998), were $264.0 and $272.6 during the nine months ended
         September  30, 1999 and 1998,  respectively.  Cash  payments for income
         taxes  amounted  to  $45.8  and  $27.1  during  the nine  months  ended
         September 30, 1999 and 1998, respectively.

I.       COMMITMENTS AND CONTINGENT LIABILITIES

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

         The  Company's  basic raw  materials  for its  products  are  tinplate,
         aluminum and resins,  all of which are purchased from multiple sources.
         The  Company is subject to material  fluctuations  in the cost of these
         raw materials and has previously adjusted its selling prices to reflect
         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.

         The Company is subject to various  lawsuits  and claims with respect to
         matters such as those pertaining to environmental,  product  liability,
         asbestos and safety and health matters.  The ultimate  liability cannot
         presently be  determined as  considerable  uncertainties  exist.  It is
         possible  that results of  operations  in a particular  period could be
         materially affected by certain contingencies.  Management believes that
         based on current  available  information  and after  consultation  with
         counsel  that the ultimate  disposition  of matters that are pending or
         asserted will not have a material  adverse  effect on the  consolidated
         results, liquidity or financial position of the Company.


                                      -10-

<PAGE>

                        Crown Cork & Seal Company, Inc.


J.       SEGMENT INFORMATION

         The Company maintains three operating segments, defined geographically:
         Americas,  Europe and  Asia-Pacific.  Each  reportable  segment  is  an
         operating  division  within the Company and has a  President  reporting
         directly  to  the  Chief  Executive  Officer and  the  Chief  Operating
         Officer.   "Other"  represents  "Corporate"  which  includes  research,
         development and  engineering  and  administrative  costs  for the U. S.
         corporate  headquarters.  Divisional  headquarter  costs are maintained
         within the operating  segments.

         The interim  segment information is as follows:
<TABLE>
<CAPTION>

                                                         Quarter ended September 30,
                                                         ---------------------------
         1999                      Americas            Europe            Asia-Pacific           Other            Total
         ----                      --------            ------            ------------           -----            -----
<S>                                <C>                <C>                <C>                   <C>             <C>

         External sales            $1,054.6           $1,012.7             $72.7                               $2,140.0
         Restructuring                (13.8)               2.4                                   $4.3              (7.1)
         Segment income               119.3              157.4               5.5                (25.2)            257.0

         1998
         ----
         External sales             1,120.4            1,083.6              87.0                                2,291.0
         Restructuring                 93.6               76.7               2.9                 13.4             186.6
         Segment income                10.7               97.6           (   1.0)               (31.6)             75.7


                                                       Nine months ended September 30,
                                                       -------------------------------
         1999                      Americas            Europe            Asia-Pacific            Other           Total
         ----                      --------            ------            ------------            -----           -----
         External sales            $2,906.6           $2,777.5            $246.9                               $5,931.0
         Restructuring                (13.8)               2.4                                   $4.3              (7.1)
         Segment income               298.3              397.4              24.8                (65.5)            655.0

         1998
         ----
         External sales             3,146.3            3,028.1             253.8                   .2           6,428.4
         Restructuring                 93.6               76.7               2.9                 13.4             186.6
         Segment income               188.3              407.3                .7                (76.1)            520.2

</TABLE>



         The  following   table  reconciles  the  Company's  segment  income  to
         consolidated pre-tax income:

<TABLE>
<CAPTION>
                                                   Third Quarter Ended              Nine Months Ended
                                                      September 30,                   September 30,
                                                  ---------------------            --------------------
                                                    1999         1998                1999        1998
                                                    ----         ----                ----        ----
<S>                                                <C>          <C>                 <C>         <C>

         Total segment income                      $257.0       $ 75.7              $655.0      $520.2
         Interest expense                            91.0        102.2               275.3       300.1
         Interest income                             (4.9)       (12.4)              (19.7)      (32.2)
         Gain on sale of assets                     (13.7)                           (17.4)
         Translation and exchange adjustments         2.2          7.8                12.1        15.3
                                                   ------        -----              ------      ------
         Consolidated pre-tax income               $182.4       ($21.9)             $404.7      $237.0
                                                   ======        =====              ======      ======
</TABLE>


                                      -11-


<PAGE>

                        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  share,  per  share, employee,  shareholder  and
             statistical data)

         INTRODUCTION

         The following discussion presents  management's analysis of the results
         of operations  for the three and nine months ended  September 30, 1999,
         compared  to the  corresponding  periods  in 1998  and the  changes  in
         financial   condition  and  liquidity  from  December  31,  1998.  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,  1998,  along with
         the consolidated financial statements and related notes included in and
         referred to within this report.

         All per share  information  is computed  using  average  common  shares
         outstanding, assuming dilution.

         RESTRUCTURING

         During the  third  quarter of 1999, the  Company  provided  $7.7  ($5.0
         after-tax  or $.04 per share) for the  costs  associated  with  closing
         one  plant in  Europe and the reorganization of  certain  research  and
         development functions worldwide.  Included in  the restructuring charge
         were costs  of  $6.0  to  provide for  employee  severance and  related
         benefits, and $1.7  for other exit costs, primarily dismantlement costs
         security costs and utility costs.  The Company  successfully  completed
         the  restructuring  program  announced  in  September  1998.  With  the
         conclusion  of the  program in 1999, the Company  reversed  $14.8 ($9.7
         after-tax or $.08 per share) of the amount  provided  in 1998.  Overall
         in  the quarter, the Company  recorded  a net  pre-tax  credit of  $7.1
         ($4.7 after-tax or $.04 per share).

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

                             RESULTS OF OPERATIONS

         NET INCOME AND EARNINGS PER SHARE

         Net income  available  to common  shareholders  for the  quarter  ended
         September  30, 1999 was $114.0,  an increase of $139.2 when compared to
         the prior year loss of $25.2.  Earnings per common  share  increased to
         $.91 from a loss of $.20 per share a year earlier. Included within cost
         of sales  were two  charges  of a  non-recurring  nature  in the  third
         quarter of 1999. A charge of $3.5 pre-tax  ($2.1 net of tax or $.02 per
         share) was recorded for the earthquake  damage  sustained at our Izmit,
         Turkey beverage can plant. This charge represents the portion of damage
         costs not  expected to be  recovered  through our  insurance  carriers.
         Additionally, in the third quarter we incurred a charge of $6.0 pre-tax
         ($3.9  net of tax or $.03 per  share)  related  to the  disposition  of
         Golden Aluminum Company.  The charge relates to working capital amounts
         not expected to be recovered in the liquidation process.  Excluding the
         two charges  noted above and also  excluding the gain on sale of assets
         and the provision (credit) for restructuring,  the Company's net income
         from continuing operations was $108.5 in the third  quarter of 1999 and
         represents an increase of $6.8 or 6.7% over net income from  continuing
         operations  in the third  quarter of 1998.  Earnings  per  share,  when
         adjusted  to a  continuing  operations  basis,  was  $.87 in the  third
         quarter  of 1999,  an  increase  of $.07 or 8.8%  compared  to the same
         period in 1998.

         For the nine months ended  September 30, 1999, net income  available to
         common  shareholders was $235.3 or $1.90 per common share compared with
         net income of $133.0 or $1.06 per common  share for the same  period in
         1998.  Excluding the effects of  non-recurring  items in 1999 and 1998,
         net income  available  to common  shareholders  was $227.1 or $1.84 per
         common share as compared  with $259.9 or $2.04 per common share for the
         same period in 1998, a decrease of $32.8 or 12.6%.  Earnings per common
         share  reflects  a 3% decline in  average  common  shares  outstanding,
         resulting  primarily  from the March  1998  repurchase  of shares  from
         Compagnie Generale d'Industrie et de Participations (CGIP).


                                      -12-

<PAGE>

                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         NET SALES

         Net sales in the third  quarter  decreased  $151.0 or 6.6% to  $2,140.0
         from  $2,291.0 in 1998 due primarily to the  pass-through  of lower raw
         material costs,  business  divestitures,  foreign currency translation,
         and lower worldwide beverage can volumes. Net sales for the nine months
         ended  September  30, 1999  decreased  $497.4 or 7.7% to $5,931.0  from
         $6,428.4  for the same period in 1998.  Excluding  the effects of lower
         raw  material  costs,   business   divestitures  and  foreign  currency
         translation,  net sales in the third  quarter  of 1999  would have been
         2.7%  lower  than  in the  third  quarter  of  1998.  Sales  from  U.S.
         operations  decreased  by 5.6% and 7.7% and those in  non-U.S.  markets
         decreased 7.2% and 7.8% for the quarter and nine months ended September
         30, 1999,  respectively.  U.S. sales accounted for approximately  40.9%
         and 40.4% of  consolidated  net sales in the third  quarter of 1999 and
         1998, respectively.  U.S. sales represented 40.5% of consolidated sales
         for both nine month periods ended September 30, 1999 and 1998. Sales of
         beverage  cans and  ends as a  percentage  of  consolidated  net  sales
         represented 28.9% in the third quarter of 1999 compared to 30.2% in the
         third  quarter of 1998 while sales of food cans and ends  decreased  in
         the third  quarter to 34.0%  from  34.6% in the third  quarter of 1998.
         Sales of plastic closures and plastic  containers  represented 14.6% of
         consolidated  net sales in the third  quarter of 1999 versus  14.2% for
         the same period of 1998.

         An analysis of comparative net sales by operating division follows:

<TABLE>
<CAPTION>
                                                Net Sales                              Percentage Change
                             -----------------------------------------------          -------------------
                                 Third Quarter           Nine Months Ended             Third       Nine
                               1999         1998         1999         1998            Quarter     Months
                               ----         ----         ----         ----            -------     ------
<S>                          <C>          <C>          <C>          <C>               <C>         <C>

         Divisions:

         Americas            $1,054.6     $1,120.4     $2,906.6     $3,146.3          ( 5.9%)     ( 7.6%)
         European             1,012.7      1,083.6      2,777.5      3,028.1          ( 6.5%)     ( 8.3%)
         Asia-Pacific            72.7         87.0        246.9        253.8          (16.4%)     ( 2.7%)
         Other                                                            .2
                             --------     --------     --------     --------
                             $2,140.0     $2,291.0     $5,931.0     $6,428.4          ( 6.6%)     ( 7.7%)
                             ========     ========     ========     ========
</TABLE>

         Net sales in the  Americas  Division  decreased by $65.8 and $239.7 for
         the three and nine months ended September 30, 1999 as compared with the
         same periods in 1998.  The decrease in the third  quarter was primarily
         due to (i) the  pass-through  of certain lower raw material costs which
         amounted to $25, (ii)  unfavorable  foreign  currency  translation  and
         (iii)  sales  unit  volume  decreases  in  beverage  cans and food cans
         partially offset by sales unit volume increases in plastic closures and
         plastic containers.  Beverage can volumes were down 3.1% throughout the
         division as a result of the Company's decision to selectively prune its
         account  base  following  restructuring  activities  and weak  economic
         conditions  in  South  America  following   Brazil's  January  currency
         devaluation.

         Net sales in the European  Division  decreased $70.9 and $250.6 for the
         three and nine months ended September,  1999. The decrease in the third
         quarter  was  due  to  (i)  the  general  weakening  of  most  European
         currencies  against  the U.S.  dollar  with the  impact of  translation
         reducing net sales by $43 in the quarter, (ii) the sale of the majority
         of our  South  African  operations  which  accounted  for $18 of  third
         quarter 1998 net sales,  (iii) the  pass-through  of certain  lower raw
         material costs amounting to $8 and (iv) decreased sales unit volumes in
         aerosol cans and  non-beverage  plastic  closures.  Food can sales unit
         volumes  increased  11.6% in the quarter on the back of an  exceptional
         tomato  pack in Italy and a strong  vegetable  pack in  France.  Strong
         beverage  can (up 5.0%  overall  in the  division)  demand in Spain and
         Greece coupled with increased sales unit volumes of beer cans in the UK
         and  Germany  offset  beverage  can  disruptions  in Turkey  due to the
         earthquake.


                                      -13-

<PAGE>


                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         Net sales in the Asia-Pacific Division decreased $14.3 and $6.9 for the
         three and nine months ended  September  30, 1999  compared to the prior
         year.  The decrease in the third  quarter sales is primarily the result
         of  decreased  beverage  can sales in China as all  Chinese  operations
         suffered  from  anti-American  sentiment  resulting  from  the  Chinese
         embassy  bombing in Kosovo as well as the  lingering  effects  from the
         European health scare crisis affecting one of our major customers.  Our
         operations  in  Thailand  continued  to  experience  strong  demand for
         seafood cans,  plastic beverage  closures and beverage cans.  Increased
         beverage can volume was also reported in Singapore.

         COST OF PRODUCTS SOLD

         Cost of products sold,  excluding  depreciation and  amortization,  was
         $1,672.8 for the quarter ended September 30, 1999, a decrease of $130.9
         or 7.3% compared to $1,803.7 for the same period in 1998.  For the nine
         months ended  September  30, 1998,  cost of products  sold  amounted to
         $4,619.8,  a decrease of $413.3 or 8.2%  compared  to $5,033.1  for the
         same  period in 1998.  The  decrease  reflects  (i) lower raw  material
         costs,  (ii) the effect of  foreign  currency  translation,  (iii) cost
         savings from  restructuring  programs and (iv) lower sales unit volumes
         of food cans and  beverage  cans in North  America  offset by increased
         sales unit volumes of food cans and beverage cans in Europe.

         As a percentage of net sales, cost of products sold was 78.2% and 77.9%
         in the  three  months  and nine  months  ended  September  30,  1999 as
         compared to 78.7% and 78.3% in the same periods of 1998.  Excluding the
         two  non-recurring  charges totaling $9.5 noted above, cost of products
         sold as a  percentage  to net sales  would  have been 77.7% in both the
         three and nine month periods ended  September 30, 1999. The improvement
         in gross  margin as a percentage  of net sales is due  primarily to the
         benefits  derived from the Company's  continuing  cost  containment and
         restructuring programs, offset to some extent by competitive influences
         on selling prices across many product lines.

         SELLING AND ADMINISTRATIVE

         Selling and administrative expenses for the quarter ended September 30,
         1999 were $85.3,  a decrease of $5.8 or 6.4% from the third  quarter of
         1998.  As  a  percentage  of  net  sales,  selling  and  administrative
         expenses, excluding depreciation, was 4.0% in both the third quarter of
         1999  and the  third  quarter  of 1998.  The  decrease  in 1999  costs,
         primarily   administrative   expenses,   is  directly  related  to  the
         continuing rationalization of these costs throughout the Company and to
         a lesser extent, the effects of foreign currency translation.

         OPERATING INCOME

         For the quarter ended September 30, 1999, consolidated operating income
         increased  239.5% to $257.0 from $75.7 at September  30, 1998.  For the
         nine months ended  September 30, 1999,  consolidated  operating  income
         increased  25.9% to  $655.0  from  $520.2  for the  same  period a year
         earlier.  Consolidated operating income for the quarter and nine months
         ended September 30, 1999 included a net pre-tax restructuring credit of
         $7.1 as compared to a  pre-tax  restructuring  charge of $186.6 for the
         same period in 1998.


                                      -14-

<PAGE>

                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         An  analysis  of  operating  income,  excluding  restructuring  charges
         (credits), by operating division follows:

<TABLE>
<CAPTION>
                                       Operating Income                      Percentage Change
                             --------------------------------------         -------------------
                              Third Quarter       Nine Months Ended          Third        Nine
                             1999       1998       1999       1998          Quarter      Months
                             ----       ----       ----       ----          -------      ------
<S>                         <C>        <C>        <C>        <C>             <C>         <C>

         Divisions:

         Americas           $105.5     $104.3     $284.5     $281.9            1.2%         .9%
         European            159.8      174.3      399.8      484.0           (8.3%)     (17.4%)
         Asia-Pacific          5.5        1.9       24.8        3.6          189.5%
         Other               (20.9)     (18.2)     (61.2)     (62.7)         (14.8%)       2.4%
                            ------     ------     ------     ------
                            $249.9     $262.3     $647.9     $706.8           (4.7%)      (8.3%)
                            ======     ======     ======     ======
</TABLE>

         As a percentage of net sales,  Americas  Division  operating income was
         10.0% in the third  quarter  of 1999 as  compared  to 9.3% for the same
         period in 1998.  The increase in third quarter 1999  operating  margins
         was  primarily  due to (i) cost  savings  from  the 1998  restructuring
         program  and (ii) unit  volume  gains in plastic  bottles  and  plastic
         closures,  which  offset  sales unit  volume  declines of food cans and
         beverage cans.

         European  Division  operating  income as a  percentage of net sales was
         15.8% in the  third  quarter  of 1999 as  compared  to  16.1%  for  the
         comparable  period of 1998.  The decrease in  third  quarter  operating
         margins  was  primarily  due  to (i) sales  unit  volume  decreases  of
         aerosol  cans  and  non-beverage   plastic  closures,   (ii)  continued
         weakness across several product lines in Eastern Europe, and  (iii) the
         effect of  competitive  pricing  across  several  product  lines  which
         offset sales unit volume  increases  of food  cans and  beverage  cans.
         Weaker demand, particularly in the food can  sector, has led to  excess
         capacity within the industry, and the resulting price  competition  has
         adversely affected the Division's profitability.   We have been able to
         partially  offset  this   pricing   situation   through   restructuring
         activities and  production efficiencies gained from capital expenditure
         and other programs.  Additional  factors which  have  reduced  reported
         profits this year  include the  stronger  shipments of food cans in the
         more price competitive  markets  as well as  the strengthening of  U.S
         dollar against  many  European  currencies.   We  expect the  food  can
         sector will remain challenging in the near term.

         In the third  quarter  of 1999,  operating  income in the  Asia-Pacific
         Division  was 7.6% of net sales as compared to 2.2% for the same period
         in 1998.  The increase in 1999  margins was due  primarily to (i) sales
         unit volume increases of food cans,  beverage cans and plastic beverage
         closures in Thailand and (ii) increased  sales unit volumes of beverage
         cans in  Singapore,  which  offset (i) sales unit volume  decreases  of
         beverage cans in China and (ii)  competitive  selling  pressures across
         many product lines throughout the region.

         NET INTEREST EXPENSE / INCOME

         Net interest expense was $86.1 in the third quarter, a decrease of $3.7
         or 4.1% compared to third  quarter 1998 net interest  expense of $89.8.
         The  decrease in net  interest  expense is due  primarily  to generally
         lower interest rates, debt reduction and lower raw material costs which
         have helped to reduce the early seasonal build-up of working capital.

         TAXES ON INCOME

         The effective tax rate for the nine months ended September 30, 1999 was
         34.7% as  compared  to 37.3%  for the same  period  in 1998.  Excluding
         restructuring  and  other  charges  and  gain on sale  of  assets,  the
         effective  tax rates  were  34.5% and 35.0% for the nine  months  ended
         September 30, 1999 and 1998, respectively. The marginal decrease in the
         effective  tax rate is primarily  attributable  to greater  earnings in
         lower tax rate jurisdictions.


                                      -15-


<PAGE>

                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         MINORITY INTERESTS, NET OF EQUITY IN EARNINGS OF AFFILIATES

         The charge for minority interests, net of equity earnings, increased by
         $4.3 in the third  quarter of 1999 over 1998.  This increase was due to
         improved results in the Company's consolidated joint ventures in China,
         Greece and Thailand.

                        LIQUIDITY AND CAPITAL RESOURCES

         CASH FROM OPERATIONS

         Net cash of $140.5 was provided by operating activities during the nine
         months ended  September  30, 1999 as compared to cash provided of $66.3
         for the same period in 1998.  Lower  working  capital was  employed,  a
         result of lower raw material  costs in 1999 compared to 1998 as well as
         better  working  capital  management  which  offset the decrease in net
         income from continuing operations.

         INVESTING ACTIVITIES

         Investing  activities  used cash of $193.5 during the nine months ended
         September  30,  1999  compared  with cash  used of $327.1  for the same
         period in 1998. Capital  expenditures for the first nine months of 1999
         were $209.5,  a decrease of $132.6 as compared to capital  expenditures
         of $342.1 during the same period in 1998. The Company  intends to limit
         1999 capital  spending to  approximately  $300.0 in 1999 as compared to
         1998 capital expenditures of $487.0.

         FINANCING ACTIVITIES

         Financing  activities  provided  cash of $12.8  during the nine  months
         ended  September  30, 1999 compared with cash provided of $300.3 during
         the same period of 1998.  Lower raw  material  costs have held down the
         cost of pre-season  working capital build-ups in 1999 and, as such, the
         increase in  commercial  paper  borrowings  in the first nine months of
         1999 is lower than in the first nine months of 1998.

         On August 25, 1999,  the Company sold $350 of  public debt  securities.
         The notes mature on September 1, 2002 and bear interest at 7.125%.  The
         credit rating on the notes was reaffirmed by  Standard & Poor's at BBB.
         Proceeds  were  used   to  refinance  a  portion  of  our   outstanding
         commercial  paper debt as the  Company  increases  the mix of  fixed to
         floating rate debt.

         Total debt, net of cash and cash equivalents, at September 30, 1999 was
         $5,542.0  and  represents  an increase of $171.4 above the December 31,
         1998 level of $5,370.6 and a decrease of $294.2 from the September 1998
         level of 5,836.2.  Total debt, net of cash and cash  equivalents,  as a
         percentage to total  capitalization  was 62.9% at September 30, 1999 as
         compared to 62.3% at December 31, 1998 and 62.6% at September 30, 1998.
         Total  capitalization  is defined by the  Company as total debt (net of
         cash  and  cash  equivalents),  minority  interests  and  shareholders'
         equity.

         The  increase in total  debt,  net of cash and cash  equivalents,  from
         December 31, 1998 is due  primarily  to the funding of working  capital
         requirements  on a short-term  basis through the issuance of commercial
         paper.   The  increase  in  total  debt  as  a   percentage   to  total
         capitalization was also affected by a reduction in shareholders' equity
         due to negative  currency  translation  adjustments for the nine months
         ended September 30, 1999.

         RECENT ACCOUNTING DEVELOPMENTS

         In June 1999, the Financial Accounting Standards  Board ("FASB") issued
         Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 137,  an
         amendment of SFAS No.  133-Accounting  for  Derivative  Instruments and
         Hedging  Activities.  SFAS No. 137 has deferred  the effective  date of
         SFAS No. 133 from  January  1, 2000 to  January 1, 2001.   SFAS No. 133
         requires that the Company value all outstanding derivative  instruments
         at fair value and record those  instruments on the  balance sheet.  The
         standard  also  significantly   changes  the  requirements  for   hedge
         accounting.  The Company continues to  evaluate the requirements of the
         standard and is preparing an implementation plan.


                                      -16-


<PAGE>

                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         MARKET RISK

         Since  December 31, 1998,  the notional  value of  outstanding  foreign
         exchange contracts has been reduced by approximately 39%. This decrease
         is due primarily to the introduction of the Euro.


         The following discussions related to the Year 2000 and  Euro conversion
         are  updated  from  the  discussions  included in the  Company's annual
         report on Form 10-K for the year ended December 31, 1998.

         YEAR 2000

         Computers  and computer  dependent  equipment are used  throughout  the
         Company's  operations.  Certain  computerized systems in use today were
         designed  using  two  digits  rather  than four  digits  to define  the
         applicable year,  which could result in the systems  recognizing a date
         containing  "00" as the year 1900 rather than the year 2000. This could
         lead to miscalculations or system failures and is generally referred to
         as the "Year 2000" or "Y2K" issue.

         In order to address the Y2K issue,  the Company  established a steering
         committee that reports to senior executive  management and the Board of
         Directors of the Company. The steering committee is responsible for the
         formulation of the Company's Y2K global plan and oversight of strategy,
         risk assessment,  coordination and reporting. Project offices have also
         been  established  within each division to roll out, monitor and manage
         implementation of the Company's global plan.

         The  Company's  global  plan is  divided  into  several  major  phases:
         Inventory and Assessment,  Remediation  Analysis,  Implementation,  and
         Contingency Planning.

         Iventory  and  Assessment  -  The  inventory  phase  was  substantially
         completed  in  June  1998  including  the  identification  of  internal
         mission-critical  business  systems  and vendor and other  third  party
         relationships.  The Company  substantially  completed its internal risk
         assessment of potentially Y2K impacted  information  technology  ("IT")
         and non-IT  equipment  and  facilities  during  October  1998.  In that
         regard, the Company has identified Y2K issues with various mid-range IT
         systems,  personal computers,  servers,  telephone systems and embedded
         systems in manufacturing and related  equipment.  The assessment of the
         Company's  third-party  risks involved the  identification  of critical
         vendors,  Y2K  confirmation  correspondence,  evaluations  and selected
         vendor  reviews.  The Company has completed the  identification  of its
         vendor  relationships  and  has  received   approximately  92%  of  its
         requested Y2K confirmation  letters.  Certain  top-critical vendors are
         being subjected to follow-up including  interviews,  on-site visits and
         other  available  means.  If,  in the  Company's  judgement,  a  vendor
         presents  a  significant   risk  of  Year  2000  business   disruption,
         alternative vendors are qualified and secured. In addition, the Company
         currently has an inadequate Y2K survey response from utility  suppliers
         and is in the process of  evaluating  its risk  profile with respect to
         utility  service.  Accordingly,  the  Company has  performed  alternate
         follow-up  procedures and strategies to support its risk evaluation and
         contingency planning efforts.

         These  assessments  and reviews are expected to be ongoing  through the
         remainder of the year.  Despite these efforts,  the Company can provide
         no assurance  that critical  suppliers of important  goods and services
         (including,  but not limited to,  utility  service and  communications)
         will complete their Y2K compliance plans in a timely manner.


                                      -17-

<PAGE>


                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         Remediation Analysis - The Company substantially completed this project
         phase in February 1999.  During this stage of the project,  remediation
         strategies  were  evaluated  and  planned  to  correct  identified  Y2K
         non-compliance.   Correction   strategies   included   vendor-supported
         upgrades,  system or asset  replacements,  correction of  non-compliant
         code and systems consolidation.

         Implementation  - This phase  involves  the  correction  and testing of
         identified  internal  Y2K  risks in  conjunction  with the  remediation
         analysis  phase.   The  Company's   implementation   plan   established
         priorities  for  remediation  or  replacement.   The  business  systems
         considered  most  critical  to ongoing  operations  have been given the
         highest priority.  Such  mission-critical  systems include business and
         operating  systems such as sales order  billing,  production  planning,
         procurement  and  disbursements,  logistics  and  embedded  systems  in
         manufacturing  and related  equipment that, if shutdown or interrupted,
         could have a material adverse impact on the Company.  All other systems
         include business support systems such as personal computer  technology,
         internal data transmission and voice communication that, if shutdown or
         interrupted,   may  have  a  less  material  impact  on  the  Company's
         operations.

         Mission  Critical  IT  Systems  -  Approximately  90% of the  Company's
         locations that contain mission-critical IT systems require some form of
         correction. Approximately 99% of mission-critical business systems have
         been completed with the  remaining  systems currently being  made ready
         for Year 2000.  The Company has achieved implementation of  Y2K-capable
         mission-critical systems  covering 98% of its operating  revenues.  The
         Company    plans   to    complete   the    remaining   mission-critical
         implementations  during the fourth quarter of 1999.

         The Company's mission-critical system testing methods include obtaining
         hardware  and  software   certifications   from  critical  vendors  and
         consultants and performing Y2K compliance tests including data exchange
         with critical  vendors and  customers.  Testing of critical  systems is
         expected to be completed on an ongoing basis  throughout  the remainder
         of the year.

         Embedded  Systems - During 1998, the Company  performed a comprehensive
         evaluation of embedded systems within its  manufacturing and facilities
         infrastructure.    This   evaluation   covered   approximately   27,000
         inventoried systems and over 1,000 machinery and systems manufacturers.
         Assessment   results   indicated   a   very   low  non-compliant  rate.
         Accordingly, while  the Company cannot rule out some potential  impact,
         overall risk in this area is believed to be low.  Unit  replacements or
         reprogramming    will occur as part of the Company's normal maintenance
         program in 1999.   Such  costs  are  not  expected  to be  significant
         The Company  has conducted  detailed  testing of certain  manufacturing
         processes.  The  results  of  these  tests  confirm  the  current  risk
         assessment.

         Personal  Computer  Technology - The Company is currently  implementing
         replacement or correction methods to address Y2K non-compliance in both
         hardware and software.  Modest portions of these corrections pertain to
         mission-critical systems.   The  Company  considers its overall risk in
         this area to be low.

         Telephone Exchange Systems -  The Company has  substantially  completed
         its assessment of telephone  exchange  systems  within its  facilities.
         Approximately   20% of  these  systems  will be  upgraded  during 1999.
         Notwithstanding  these  efforts,  the  Company  believes  that  certain
         countries  in which it  operates  may be subject  to  broader  regional
         communication system failures.  Accordingly,  an extended assessment of
         this risk has been  conducted to both evaluate the  reliability  of the
         initial assessment and identify contingency options.  Contingency plans
         resulting from this assessment are being implemented.


                                      -18-


<PAGE>

                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         Contingency Planning  - The Company is developing  contingency plans to
         address  potential  disruptions  that may result  from  unresolved  Y2K
         issues.  Because Y2K is a date-driven  risk, the Company has identified
         and  is  implementing  prevention  plans for  its  core  operations  to
         mitigate disruption,  especially in January 2000. This contingency plan
         will also be used to address  potential  disruption  caused by the leap
         year day (February 29, 2000).  Prevention  plans may include  temporary
         deactivation  of certain systems and equipment just prior to January 1,
         2000,  targeted  supply-chain  management  measures to ensure supply of
         certain key  commodities as well as customer  supply  initiatives.  For
         instance,  facility and manufacturing  supplies may be procured in 1999
         to support  production  requirements  in early 2000.  Additionally,  in
         order to address any isolated or wide spread  disruptions,  the Company
         is  implementing  help-desk  and  supplemental   manufacturing  support
         through the  critical  rollover  period.  Risks of a less  controllable
         nature,  such as  utility  service  outages  and  communication  system
         failure  are being  addressed  in  contingency  planning.  The  Company
         completed its prevention and contingency plan development and design in
         June 1999. The Company has  substantially  completed the rollout of the
         contingency plan.  Implementation and  testing of the contingency  plan
         is underway.

         The Company's Y2K global plan could be adversely affected if any of the
         Company's factors or assumptions are incorrect or if its ongoing review
         discovers  unanticipated  problems.  The Company  cannot give assurance
         that its global plan will be  completed on schedule or that it will not
         uncover  Y2K  issues  that  could  create  a  material  impact  on  its
         performance.

         The  Company  believes  that the  most  reasonably  likely   worst-case
         scenario  for the  Company  with  respect  to the Y2K  problem  is  the
         failure of a critical vendor,  such as a utility  supplier,  to provide
         required  goods or services  after  December 31, 1999.  Such a  failure
         could  result  in  temporary  production  outages  and lost  sales  and
         profits.  The  Company  believes  that  because of the  high  degree of
         geographic dispersion of its operations  (with approximately 223 plants
         in 49 countries),  it is unlikely that an isolated  third-party failure
         would  have a  material  adverse  effect on the  Company's  results  of
         operations,  financial  condition,  or  cash  flow.  The  Company  also
         believes that the  formulation of contingency  plans should  reduce the
         severity  and  length of any  such  possible  disruptions  and  losses.
         Nevertheless,  because the Company's Y2K  compliance is  dependent upon
         key third  party Y2K  readiness,  there can be no  assurance  that  the
         Company's Y2K  compliance  efforts will  prevent a Y2K problem  outside
         its  direct  control  from  adversely  affecting  the  results  of  its
         operations,  financial  condition or cash flow.  In addition,  although
         not  anticipated,  any  failure by  the  Company  to  correct  critical
         internal  computer systems before Year 2000 could have such an  adverse
         effect.

         Year 2000  Project  Expenditures  -  The Company estimates that it will
         spend  approximately   $20-$22   (pre-tax)  for  its   Y2K   compliance
         efforts.  To date, the Company has spent approximately $16, of which $8
         has been expensed.   The Company  anticipates  that funding for its Y2K
         compliance  program  will be from  operating  cash  flows.   These cost
         estimates do not include labor costs of employees allocated to the Y2K
         compliance  effort, as it is not practicable to  accumulate such costs.
         available  information and does not necessarily  include all  potential
         costs related to ongoing  assessment and  remediation or any  execution
         of contingency  plans brought about by internal or external  Y2K issues
         or cost  estimate  changes  related  to  replacement  systems  or  code
         remediation efforts. Actual results could differ from these estimates.


                                      -19-


<PAGE>


                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         EURO CONVERSION

         On  January  1,  1999,  eleven  of the  fifteen  member  nations  ("the
         participating  countries")  of the European  Union  ("EU")  established
         fixed  conversion rates between their existing  sovereign  currencies (
         the "legacy currencies") and the Euro. For a period of three years, the
         transition  period,  both  the Euro  and the  individual  participants'
         currencies  will remain in  circulation.  Parties may pay for goods and
         services using either the Euro or the participating country's sovereign
         currency.  Conversion rates will be computed through a  "triangulation"
         process  which  will  convert  one  sovereign  currency  into an amount
         denominated  in the Euro and then convert the  Euro-denominated  amount
         into the second legacy  currency.  After January 1, 2002, the Euro will
         be the sole legal  tender for these  countries.  During the  transition
         period,  the  adoption of the Euro will affect a multitude of financial
         systems and business applications as the commerce of these nations will
         be transacted in the Euro as well as the legacy currencies.

         The  Company  is  currently  addressing  Euro-related  issues and their
         impact on information systems,  currency exchange rate risk, employment
         and benefits, taxation,  contracts,  competition and pricing. Under the
         action plan developed by the Company, teams have been formed to address
         selling  prices  and  costs,  personnel  and  communications,  finance,
         administration and information technology. The Company has incurred and
         expects to continue to incur  expenses for the internal  technology and
         operations  staff to implement its Euro conversion  plan.  These costs,
         although not expected to be material,  will be incurred through 2003 to
         cover the costs of  preparing  for and  making  operational  changes to
         accommodate the introduction of the Euro. The costs for this conversion
         involve updated  technology and are being addressed in conjunction with
         Year 2000 remediation.

         At September 30, 1999, approximately 64% of the contract notional value
         on outstanding  foreign exchange contracts involve the Euro,  primarily
         with  sterling.  Conversion  to the Euro has  reduced the amount of the
         Company's  exposure to exchange rate risk, due to the netting effect of
         having  assets and  liabilities  denominated  in a single  currency  as
         opposed to the  various  legacy  currencies.  The  number of  contracts
         outstanding  at the end of the  quarter as compared  to the end of 1998
         has  been   reduced  by   approximately   20%   with  a   corresponding
         reduction in notional value of approximately  $1,050. This reduction in
         outstanding foreign exchange contracts has generated  approximately $.7
         of  transaction  savings.  Because there will be less  diversity in the
         Company's exposure to foreign currencies, movements of the Euro's value
         in U.S. dollars could have a more pronounced  effect,  whether positive
         or negative.

         Although  all  key  suppliers   have   committed   that  they  will  be
         Euro-compliant, the Company can give no assurance that third parties on
         whom  it  depends   will  have  the   systems   necessary   to  process
         Euro-denominated transactions.  Moreover, disruption of activity in the
         European  markets because of the conversion  could adversely affect the
         Company's  businesses in those markets,  resulting in lost revenues and
         increased costs.

         As part of the conversion process the Company is developing contingency
         plans. The contingency  plans will include  assessing and communicating
         the impact of any delays. These plans will also address likely problems
         in the aftermath of conversion  with a view to maximizing the Company's
         ability to avoid any disruption.

         The  Company  does  not  expect  the  conversion  to the Euro to have a
         material  adverse  effect  upon its  results of  operations,  financial
         condition or cash flow.  However,  the Company cannot  guarantee  that,
         with respect to the Euro conversion, all problems,  including long-term
         competitive  implications  of the  conversion,  will  be  foreseen  and
         corrected,  that no material  disruption of the Company's business will
         occur,  or that  there will be no delays in the dates  targeted  by the
         Company for the Euro conversion process.


                                      -20-

<PAGE>


                        Crown Cork & Seal Company, Inc.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued)

         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 "Year 2000" and "Euro Conversion"  sections,  and in
         the discussion of the restructuring plans in Note D 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, 1998,  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 affecting 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,  1998  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.


                                      -21-


<PAGE>


                        Crown Cork & Seal Company, Inc.


                          PART II - OTHER INFORMATION

ITEM 4.  OTHER INFORMATION

         On October 29, 1999, the Company announced that James L. Pate, Chairman
         and Chief  Executive  Officer of  Pennzoil-Quaker  State  Company,  was
         elected  to  its  Board  of  Directors.   Coincidentally,  the  Company
         announced  that  Josephine C.  Mandeville,  who has served on the Board
         since 1991, had resigned.

         On October 29, 1999,  the  Company's  Board of Directors  declared cash
         dividends  of $.25 per share on the  Compan's  common stock and $.4712
         per share on the  Company's  4.5%  convertible  preferred  stock.  Both
         dividends are payable on November 20, 1999 to shareholders of record on
         November 4, 1999.

ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits

                   1.     Form of Underwriting Agreement (incorporated herein by
                          reference to Exhibit 1.1 of the Company's Registration
                          Statement   on   Form  S-3,  dated  November 26, 1996,
                          amended December 5 and December 10, 1996
                          (File No. 333-16869)).

                   4.     Terms Agreement, dated August 25, 1999

                  27.     Financial Data Schedule

         b)       Reports on Form 8-K

                  On August 25, 1999, the  Registrant  filed a Current Report on
                  Form 8-K, dated August 25, 1999:

                  Item 5. Other  Events -  announced  that the  Company had sold
                  $350 million of 7 1/8% senior notes due September 1, 2002.



                                      -22-


<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
                                  Senior Vice President and Corporate Controller


         Date:   November 5, 1999
               -------------------





                                      -23-