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


                                  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 MARCH 31, 1997

[        ]      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                                  19154
(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  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

There were 128,575,570 shares of Common Stock outstanding as of April 30, 1997.




-------------------------------------------------------------------------------
<PAGE>



                         Crown Cork & Seal Company, Inc.

                          PART I - FINANCIAL INFORMATION

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


Three months ended March 31,                       1997                1996
-------------------------------------------------------------------------------

Net sales                                     $  1,937.3           $  1,551.2
                                              ----------           ----------
Cost, expenses & other income
  Cost of products sold,
    excluding depreciation and amortization      1,544.4              1,285.8
  Depreciation and amortization                    139.3                 94.6
  Selling and administrative expense               103.9                 69.6
  Gain on sale of assets                     (       6.1)         (       9.5)
  Interest expense, net of interest income          85.3                 49.4
  Translation and exchange adjustments               1.1                  2.3
                                              ----------           ----------
                                                 1,867.9              1,492.2
                                              ----------           ----------

Income before income taxes                          69.4                 59.0
Provision for income taxes                          25.8                 18.9
Minority interest,
  net of  equity earnings                     (      4.6)         (       8.8)
                                               ---------           ----------

Net income                                          39.0                 31.3

Preferred stock dividends                            5.9                  2.2
                                               ---------           ----------

Net income available
  to common shareholders                      $     33.1           $     29.1
                                              ==========           ==========

Earnings per average common share             $      .26           $      .28
                                              ==========           ==========

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

Average common shares outstanding            128,479,826          105,120,482


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

Certain prior year balances have been reclassified to improve comparability.

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

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




                                        2


<PAGE>

                         Crown Cork & Seal Company, Inc.

                     CONSOLIDATED BALANCE SHEETS (Condensed)
                       (In millions except per share data)
                                   (Unaudited)


                                                 March 31,         December 31,
                                                   1997                1996
-------------------------------------------------------------------------------
Assets

Current assets
Cash and cash equivalents                      $    198.9           $   160.4
Receivables                                       1,466.1             1,349.3
Inventories                                       1,467.7             1,423.8
Prepaid expenses and other current assets           333.5               358.4
                                               ----------           ---------
                 Total current assets             3,466.2             3,291.9
                                               ----------           ---------

Long-term notes and receivables                      91.8                82.2
Investments                                          86.3                90.3
Goodwill, net of amortization                     4,803.4             4,809.9
Property, plant and equipment                     3,723.5             3,717.3
Other non-current assets                            651.7               598.6
                                                ---------           ---------
                 Total                          $12,822.9           $12,590.2
                                                =========           =========
Liabilities and shareholders' equity

Current liabilities
Short-term debt                                 $ 1,757.3           $ 1,105.8
Current portion of long-term debt                    35.3                48.5
Accounts payable and accrued liabilities          2,392.1             2,460.9
United States and foreign income taxes               59.5                47.3
                                                ---------           ---------
                 Total current liabilities        4,244.2             3,662.5
                                                ---------           ---------

Long-term debt, excluding current maturities      3,634.1             3,923.5
Postretirement and pension liabilities              737.6               738.9
Other non-current liabilities                       447.0               458.2
Minority interests                                  246.1               243.8
Shareholders' equity                              3,513.9             3,563.3
                                                ---------           ---------
                 Total                          $12,822.9           $12,590.2
                                                =========           =========

Book value per common share                       $23.29              $23.69
--------------------------------------------------------------------------------


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




                                        3

<PAGE>

                         Crown Cork & Seal Company, Inc.

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


Three months ended March 31,                             1997           1996
--------------------------------------------------------------------------------
Cash flows from operating activities

   Net income                                         $  39.0         $  31.3
   Depreciation and amortization                        139.3            94.6
   Gain on sale of assets                            (    5.3)       (    5.6)
   Equity in earnings of joint ventures, 
     net of dividends received                            1.8             2.8
   Minority interest in earnings of subsidiaries          1.9             4.5
   Change in assets and liabilities, 
      other than debt                                (  434.1)       (   66.0)
                                                      -------         -------
        Net cash (used in) 
           provided by operating activities          (  257.4)           61.6
                                                      -------         -------
Cash flows from investing activities

   Capital expenditures                              (  106.2)       (  135.0)
   Acquisition of businesses, net of cash acquired   (   10.0)       (1,566.7)
   Proceeds from sale of property, 
      plant and equipment                                15.0            12.8
   Other, net                                        (     .4)       (     .4)
                                                      -------         -------
        Net cash used in investing activities        (  101.6)       (1,689.3)
                                                      -------         -------
Cash flows from financing activities

   Proceeds from long-term debt                                       1,809.8
   Payments of long-term debt                        (  253.9)       (   80.4)
   Net change in short-term debt                        693.2        (    7.8)
   Dividends paid                                    (   38.0)       (   32.0)
   Common stock issued under various 
     employee benefit plans                               3.3             3.0
   Minority contributions, net of dividends paid     (     .8)           14.0
                                                      -------         -------
        Net cash provided by financing activities       403.8         1,706.6
                                                      -------         -------
Effect of exchange rate changes 
  on cash and cash equivalents                       (    6.3)       (    7.6)
                                                      -------         -------

Net change in cash and cash equivalents                  38.5            71.3
Cash and cash equivalents at beginning of period        160.4            68.1
                                                      -------         -------
Cash and cash equivalents at end of period             $198.9        $  139.4
                                                      =======        ========
--------------------------------------------------------------------------------
                                                        1997           1996
--------------------------------------------------------------------------------

Schedule of non-cash investing activities:

   Acquisition of businesses:
        Fair value of assets acquired                  $70.0        $7,329.3
        Liabilities assumed                                        ( 3,415.7)
        Note payable                                  ( 60.0)
        Issuance of common stock                                   ( 1,562.4)
        Issuance of 4.5% convertible preferred stock               (   520.8)
                                                       -----        --------
                 Cash paid                             $10.0        $1,830.4
                                                       =====        ========
--------------------------------------------------------------------------------

Certain prior year balances have been reclassified to improve comparability.

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

                                        4

<PAGE>


<TABLE>
                                                              Crown Cork & Seal Company, Inc.

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





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

Balance at December 31, 1996                $520.8     $779.0   $1,567.3   $1,185.0   ($14.8)     ($337.1)  ($136.9)   $3,563.3
Net income                                                                     39.0                                        39.0
Dividends declared:
   Common                                                                 (    32.1)                                   (   32.1)
   Preferred                                                              (     5.9)                                   (    5.9)
Common stock issued 
   under employee benefit plans                                      2.7                                         .6         3.3
Translation adjustments                                                                           (  53.7)             (   53.7)
                                            -------------------------------------------------------------------------------------- 
Balance at March 31, 1997                   $520.8     $779.0   $1,570.0   $1,186.0   ($14.8)     ($390.8)  ($136.3)   $3,513.9
                                            ======================================================================================
</TABLE>



<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                     Minimum    Cumulative
                                           Preferred   Common   Paid-In    Retained  Pension    Translation   Treasury
                                           Stock       Stock    Capital    Earnings  Liability  Adjustments   Stock      Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>      <C>        <C>        <C>         <C>       <C>     <C>
Balance at December 31, 1995                           $592.5  $  182.7    $1,049.0   ($32.1)     ($191.7)  ($139.2)   $1,461.2
Net income                                                                     31.3                                        31.3
Common stock issued  
  in business combination                               186.5   1,375.9                                                 1,562.4
4.5% convertible preferred 
  stock issued in 
   business combination                     $520.8                                                                        520.8
Dividends declared:                                                        (   32.0)                                   (   32.0)
   Common                                                                  (    2.2)                                   (    2.2)
   Preferred
Common stock issued under  
    employee benefit plans                                          2.2                                          .8         3.0
Translation adjustments                                                                              22.6                  22.6
                                            --------------------------------------------------------------------------------------
Balance at March 31, 1996                   $520.8     $779.0  $1,560.8    $1,046.1   ($32.1)     ($169.1)  ($138.4)   $3,567.1
                                            ======================================================================================
</TABLE>


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

                                        5


<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 March 31, 1997,  and the
results of its operations and cash flows for the periods ended March 31, 1997
and 1996,  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, 1996.

B.   Restructuring

     The Company has made an assessment of the restructuring and exit costs to
be incurred relative to the acquisition of CarnaudMetalbox(CMB).  Affected by
the plan of restructuring are forty regional administrative offices and plants
to be closed and approximately fifty-two regional administrative offices and
plants to be reorganized. The plan of restructuring which commenced at the end
of the first quarter of 1996 is expected to be substantially completed  during
1997. Since commencement of the plan of restructuring, the Company has
determined alternative sites for manufacture and qualified the new manufacturing
sites  with  customers.  As of March 31, 1997, the Company had accrued
approximately $534 for the costs associated with  restructuring CMB operations
and included such costs in the purchase price of CMB in accordance with purchase
accounting requirements.  These costs comprise severance pay and benefits,
write-down of assets, lease termination  and other exit costs.  The cost of
providing severance pay and benefits for the reduction of approximately  6,500
employees is estimated at  approximately  $257 and is primarily a cash  expense.
Employees to be terminated include most, if not all, employees at each office or
plant to be closed and selected employees at those  plants to be  reorganized
including salaried employees and employees of the respective unions represented
at each plant site. The write-down of assets  (principally  property,  plant and
equipment) is estimated at approximately  $217 and has been reflected as a
reduction in the carrying value of the Company's assets. Lease termination and
other exit costs,  primarily repayments of government grants and subsidies,  are
estimated at approximately  $60 and are primarily cash  expenses.  The $534 in
restructuring costs recorded in connection with the CMB acquisition includes the
$95 restructuring charge announced in 1996 by  CarnaudMetalbox Asia Ltd., a
subsidiary of the Company. The balance of the restructuring reserves (excluding
the  write-down of assets which is reflected as a reduction of the related asset
account) is included within accounts payable and accrued liabilities.

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

The components of restructuring are as follows:

                       Balance                                        Balance
                       at           Provisions            Transfer    at
                       December 31, for CMB     1997      against     March 31,
                       1996         businesses  activity  assets      1997
-------------------------------------------------------------------------------
Employee costs         $222.1        ($11.9)    ($24.6)               $185.6   
Writedown of assets                    32.0               ($32.0)
Lease termination and
   other exit costs      37.6          11.5     (  7.8)                 41.3
                       --------------------------------------------------------
                       $259.7        $ 31.6     ($32.4)   ($32.0)     $226.9
                       ========================================================








                                        6



<PAGE>

                         Crown Cork & Seal Company, Inc.


     The foregoing  restructuring charges and related cost savings represent the
Company's best estimates, but necessarily make numerous assumptions with respect
to industry performance, general business and economic conditions, raw materials
and product pricing levels,  the timing of  implementation  of the restructuring
and related employee  reductions and facility closings and other matters many of
which are outside the Company's control. The Company's estimate of cost savings,
which is unaudited,  is not necessarily indicative of future performance,  which
may be  significantly  more or less  favorable  than as set  forth  above and is
subject to the considerations described herein on page 12 under
"Forward-Looking Statements" within Item 2 -"Management's Discussion and
Analysis of Results of Operations and Financial Condition". Shareholders
are cautioned not to place undue reliance on the estimates or the underlying
assumptions and should appreciate that such information may not necessarily
be updated to reflect circumstances  existing  after the date hereof or
to reflect the occurrence of unanticipated events.

C.   Inventories



                                               March 31,       December 31,
                                                 1997             1996
                   ---------------------------------------------------------
                   Finished Goods              $  686.4         $    529.8
                   Work in Process                213.2              210.7
                   Raw  Material                  416.0              550.1
                   Supplies and Repair Parts      152.1              133.2
                                               --------           --------
                                               $1,467.7           $1,423.8
                                               ========           ========
D.   Earnings per share

     In February 1997, the Financial  Accounting  Standards  Board released SFAS
No. 128, Earnings per Share, which replaces Accounting  Principles Board Opinion
No. 15.  SFAS No. 128 is effective for both interim and annual periods ending
after December 15, 1997.  Primary EPS will be replaced by basic EPS. The
calculation for basic EPS excludes any potentially dilutive securities.  On a
pro-forma basis, basic EPS is the same as primary EPS as presented within this
report. Fully diluted EPS will be replaced by diluted EPS. Pro forma diluted EPS
is the  same  as  basic  EPS  as  assumed  conversion  of  potentially  dilutive
securities would be  anti-dilutive.  Dual  presentation of basic and diluted EPS
will be required on the face of the Consolidated Statements of Income.

    

E.   Supplemental Cash Flow Information

     Cash payments for interest, net of amounts capitalized ($1.6 and $.9 for
1997 and 1996, respectively), were $103.6 and $71.2 during the three  months
ended March 31, 1997 and 1996, respectively.  Cash payments for income  taxes
amounted to $5.4 and $18.0 during the three months ended March 31, 1997 and
1996, respectively.

                                        7


<PAGE>




                         Crown Cork & Seal Company, Inc.


                         PART I - FINANCIAL INFORMATION

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

         (in millions, except share, per share, employee, 
                shareholder and statistical data)

     Introduction

          The following discussion presents management's analysis of the results
     of  operations  for the three months ended March 31, 1997,  compared to the
     corresponding  period in 1996 and the changes in  financial  condition  and
     liquidity  from  December  31,  1996.  This  discussion  should  be read in
     conjunction  with the Consolidated  Financial  Statements and Notes thereto
     included  in the  Company's  Annual  Report on Form 10-K for the year ended
     December 31, 1996,  along with the  consolidated  financial  statements and
     related notes included in and referred to within this report.

                              Results of Operations

     Net Income and Earnings Per Share

          Net income  available  to common  shareholders  for the quarter  ended
     March 31,  1997 was  $33.1,  an  increase  of 13.7%  when  compared  to the
     respective prior year amount of $29.1.  Earnings per common share decreased
     by 7.1% to $.26 from $.28 a year  earlier and  reflects a 22.2% increase in
     average common shares outstanding.

          If the acquisition of CMB occurred on January 1, 1996, comparative pro
     forma net income and earnings per share would have been $8.0 and $.06,
     respectively, for the first quarter of 1996.

     Net Sales

          Net sales in the quarter  increased 24.9% from $1,551.2 in 1996 to
     $1,937.3 in 1997. If the acquisition of CMB had occurred on January 1,
     1996, comparative pro forma net sales would have been $2,157.0 for
     the first  quarter of 1996. Sales from domestic operations  decreased by
     5.4% and those in non-U.S. markets increased by 57.3% due primarily to the
     contributions  from the CMB acquisition. Domestic sales accounted for
     39.1% of consolidated net sales in 1997 as compared to 49.7% a year
     earlier.  The appreciation of the U.S. dollar  against other currencies,
     primarily those in Europe, decreased consolidated net sales by $48
     inthe first quarter as compared to 1996. An analysis of comparative net
     sales by operating division follows:

                                          Net Sales
                       ---------------------------------------------------
                           First Quarter             Increase (Decrease)
                       ---------------------        ----------------------
     Division:         1997             1996            $              %
                      ------           ------         ----           ----
     Americas         $816.5         $ 860.6      (    44.1)      (   5.1)
     European          956.4           559.7          396.7          70.9
     Asia-Pacific       97.4            83.5           13.9          16.6
     Other              67.0            47.4           19.6          41.4
                    --------        --------          -----          
                    $1,937.3        $1,551.2          386.1          24.9
                    ========        ========          =====

          Net sales within the Americas Division declined $44.1 or 5.1% for
     the three months ended March 31, 1997 as compared to the same period in
     1996. The decline was due primarily to (i) decreased raw material prices
     which forced decreases in selling prices, primarily in PET bottles and
     aluminum cans and ends, (ii) unit sales volume decreases in PET containers
     and (iii) continued sluggish demand for all products in Mexico which was
     the result of the weakened peso and the loss of consumer purchasing power;
     partially offset by (i) unit sales volume increases in beverage, aerosol
     and food cans and (ii) initial sales volumes at the Company's new beverage
     can plant in Brazil. Competitive pressures continue to affect selling
     prices on most product lines.

                                        8

<PAGE>

                         Crown Cork & Seal Company, Inc.


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

          Net sales in the  European  Division  were 70.9% higher in the quarter
     ended March 31, 1997 due to the  consolidation  of CMB  activity for a full
     quarter  versus  only  five  weeks  in  the  first  quarter  of  1996.  The
     appreciation of the U.S. dollar against most European currencies  decreased
     division sales by $46 in the first quarter compared to 1996.  Excluding the
     translation  effect on sales and the impact of an  additional  seven  weeks
     activity,  sales were down 6.4%  compared  to the prior year  quarter.  The
     decrease in sales is  primarily  due to (i) lower PET resin costs passed on
     to  customers in the form of lower selling prices and (ii) ongoing
     restructuring effects, including the elimination of products with negative
     contribution. Unit sales volumes were generally in line with the prior year
     with the exception of food cans which experienced market softness  in
     France, Germany and Italy.

          Net sales in the Asia-Pacific Division have increased  due to the
     consolidation  of CMB activity for a full quarter versus only five weeks in
     the first quarter of 1996. Unit sales volumes of beverage cans increased in
     China, Thailand and Vietnam, while food can unit sales volumes increased in
     Thailand and were stronger than expectations in Singapore.  Excess beverage
     can capacity and aggressive competition continue to erode selling prices in
     China. In Malaysia, three-piece can sales were very soft due to a market
     shift from three-piece to two-piece in beverage cans and declining  fruit
     markets.

     Cost of Products Sold

          Cost of products sold, excluding depreciation and amortization,  was
     $1,544.4 for the quarter ended March 31, 1997, a 20.1% increase compared to
     $1,285.8  for the same period in 1996. The increase reflects  (i) a full
     quarter of CMB activity in 1997 as compared to only five weeks  activity in
     the first  quarter of 1996 and (ii) increased unit sales volumes in many
     product lines; offset by decreased costs of raw materials.

          As a percentage of net sales,  cost of products sold was 79.7% as
     compared to 82.9% in the same period of 1996. This improvement has resulted
     from (i)  increased unit sales volumes, (ii) benefits derived from the
     Company's continuing cost containment and restructuring programs and (iii)
     the effect of decreases in raw material costs.

     Selling and Administrative

          Selling and administrative expenses for the quarter ended March 31,
     1997 were $103.9, an increase of 49.3% over the first quarter of 1996. As a
     percentage of net sales, selling and administrative expenses were 5.4% in
     the first quarter as compared to 4.5% for the same  period of 1996.  The
     increase in 1997 costs and  percentage  to net sales is directly  related
     to the consolidation of CMB activity for a full quarter in 1997 versus only
     five weeks in the first quarter of 1996.

     Operating Income

          For the quarter ended March 31, 1997, consolidated operating income
     increased $48.5 or 47.9% compared to the same period in 1996.  Operating
     income as a percentage of net sales was 7.7% for the first quarter of 1997
     as compared to 6.5% in 1996.  An analysis of operating  income by operating
     division follows:

                                         Operating Income
                          ------------------------------------------------
                             First Quarter             Increase (Decrease)
                          ------------------           -------------------
      Division:           1997          1996             $           %
                          ----         -----            ---         ---
      Americas           $53.2         $25.1           28.1        112.0
      European            93.0          65.8           27.2         41.3
      Asia-Pacific          .2           5.3         (  5.1)       (96.2)
      Other                3.3           5.0         (  1.7)       (34.0)
                        ------        ------          -----
                        $149.7        $101.2           48.5         47.9
                        ======        ======          =====   

                                        9

<PAGE>


                         Crown Cork & Seal Company, Inc.


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

          As a percentage of net sales,  operating income  for the  Americas
     Division was 6.5% in the first quarter of 1997 as compared to 2.9% for the
     same period of 1996. The increase in first quarter 1997 operating margins
     was due to (i) increased  efficiencies in most U.S. and Canadian plants due
     to the  completion of 202 diameter conversion programs in 1996 and the
     restructuring programs initiated in 1995 and 1994 and (ii) increased unit
     sales volumes in beverage, aerosol and food cans; offset by (i) continued
     pricing pressures in both metal and plastic beverage containers, (ii) lower
     unit sales volumes in PET beverage bottles  and (iii) weak demand for
     products in Mexico.

          Operating income as a percentage of net sales in the European Division
     was 9.7% in the first quarter of 1997 as compared to 11.8% for the
     comparable 1996 period. The decreased margin is directly attributable to a
     full quarter consolidation of CMB activity versus only five weeks in the
     first quarter of 1996 as, historically, unit sales volumes have been much
     lower in January and February than the rest of the year. While operating
     income increased in the first quarter of 1997 versus 1996, as a percentage
     to net sales, the margin was lower as a result of the  full quarter
     consolidation.  This decrease was partially offset by the benefits from the
     ongoing cost reduction programs in which the Company is restructuring
     inefficient plants, excess overheads and products with negative
     contribution.

          Operating income in the Asia-Pacific Division was .2% of net sales in
     the first quarter of 1997 versus 6.3% in the same period of 1996.  The
     decrease in 1997 operating margins is due primarily to (i) reduced beverage
     can pricing in China in response to excess can capacity and aggressive
     competition,  (ii) lower unit sales volumes and competitive pricing in
     Malaysia and (ii) new plant start-ups in China, Singapore  and Vietnam;
     partially offset by strong beverage and food can volumes in Thailand.

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

     Net Interest Expense / Income

          Net interest expense was $85.3 in the first quarter, an increase of
     $35.9 when compared to first quarter 1996 net interest  expense of $49.4.
     The increase in net interest expense is due primarily to (i) borrowings
     used in the acquisition of CMB remaining outstanding for the entire first
     quarter of 1997 as compared to only five weeks in the first quarter of 1996
     and (ii) cash requirements for restructuring programs.

     Taxes on Income

          The  effective tax rate in the first quarter  of 1997 was  37.2% as
     compared  to 32.0% for the same  period of 1996. Operations in the United
     States which are subject to higher effective tax rates provided a greater
     portion of the Company's income before taxes in the first quarter of 1997
     as compared to 1996.

     Minority Interests, Net of Equity in Earnings of Affiliates

          Minority interests, net of equity in earnings of affiliates was $4.6
     in the first  quarter of 1997 as compared to $8.8 in the first quarter of
     1996.  This  change is due primarily to (i) decreased profits in the
     Company's consolidated joint ventures in China and Vietnam  and (ii)
     increased operating profits at the Company's non-consolidated affiliate in
     Brazil.





                                       10

<PAGE>

                         Crown Cork & Seal Company, Inc.


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

                         Liquidity and Capital Resources

     Cash from Operations

          Net cash of $257.4 was used by operating activities during the three
     months ended March 31, 1997, as compared to cash provided of $61.6 for the
     same period in 1996. In the first quarter of 1996 a significant portion of
     the  seasonal buildup of CMB's  working capital  occurred before the
     acquisition date of February 22, 1996.  Due to higher sales volumes in the
     second  and third quarters,  it is customary for large  working capital
     buildups in the first quarter.

     Investing Activities

          Investing activities used cash of $101.6  during the quarter ended
     March 31, 1997 compared with cash used of $1,689.3 for the same period of
     1996.  Capital expenditures for the first quarter of 1997 were $106.2,  a
     decrease of $28.8 as compared to capital expenditures of $135.0 during the
     same period of 1996. During the first quarter of 1996 the acquisition  of
     CMB used cash of $1,566.7.

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

     Financing Activities

          Financing activities generated cash of $403.8 in the first quarter
     compared with $1,706.6 in the first quarter of 1996. The decrease  is
     directly related to 1996 borrowings used to finance the acquisition of CMB.

          Total debt, net of cash and cash equivalents, at March 31, 1997 was
     $5,227.8 and represents an increase of $310.4 above the December 31, 1996
     level of $4,917.4.  The increase is due primarily to the financing of the
     seasonal  working  capital  buildup.  Total  debt, net of cash and cash
     equivalents, as a percentage of total capitalization was 58.2% at March 31,
     1997 as compared to 56.4% at December 31,  1996.  Total  capitalization  is
     defined by the Company as total debt,  minority interests and shareholders'
     equity.

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

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




                                       11


<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
     Results of Operations and Financial Condition",  and in the discussion of
     the restructuring plan in Note B to the Consolidated Financial Statements
     included in this Quarterly Report on Form 10-Q and in Part I, Item 1:
     "Business" and Item  3: "Legal Proceedings" and in  Part II, Item 7:
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations", within the Company's Annual Report on Form 10-K for the fiscal
     year ended December 31, 1996, which are not historical facts (including any
     statements concerning plans and objectives of management for future
     operations or economic performance, or assumptions related thereto), are
     "forward-looking statements"  within the meaning of the federal securities
     laws. In addition, the Company and its representatives  may from time to
     time make other oral or written statements which are also  "forward-looking
     statements".

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

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

          A discussion of important factors that could cause the actual results
     of operations or financial condition of the Company to differ from
     expectations has been set forth in the Company's Annual Report on Form 10-K
     for the year ended December 31, 1996 within Part II, Item 7;  "Management's
     Discussion and Analysis of Results of Operations and Financial Condition"
     under the caption "Forward Looking Statements" and is incorporated herein
     by reference. Some of the factors are also discussed elsewhere in this Form
     10-Q and in prior Company filings with the Securities and Exchange
     Commission ("SEC").  In  addition,  other factors have been or may be
     discussed from time to time in the Company's SEC filings.






                                       12
<PAGE>



                         Crown Cork & Seal Company, Inc.

                          PART II - OTHER INFORMATION

Item 4.  Submission of Matters to Vote of Security Holders

     The Company's Annual Meeting of Shareholders was held April 24, 1997. 
The matters voted upon and the results of the votes are as follows:

                                                   - - - VOTES - - -
(1) Election of the Board of Directors
                                              For                 Withheld

    William J. Avery                       119,686,569            1,018,198
    Henry E. Butwel                        119,699,656            1,005,110
    Charles F. Casey                       119,747,103              957,663
    Francis X. Dalton                      119,694,928            1,009,838
    Guy de Wouters                         119,774,675              930,091
    Richard L. Krzyzanowski                119,691,327            1,013,440
    Josephine C. Mandeville                119,852,800              851,966
    Michael J. Mc Kenna                    119,691,291            1,013,476
    Jean-Pierre Rosso                      119,828,455              876,312
    Alan W. Rutherford                     119,691,487            1,013,280
    J. Douglass Scott                      119,678,305            1,026,461
    Ernest-Antoine Seilliere               119,683,150            1,021,617
    Robert J. Siebert                      119,838,536              866,230
    Harold A. Sorgenti                     119,849,127              855,640




                                      FOR         AGAINST          ABSTAINING
(2) The resolution for the
    adoption of the 1997
    Crown Cork & Seal
    Company, Inc. Stock-
    Based Incentive
    Compensation Plan.            109,277,123    10,996,254          431,389
















                                       13

<PAGE>

                         Crown Cork & Seal Company, Inc.


Item 5.  Other Information

         (1)  The Company announced on April 29, 1997 that Mr. John W. Conway 
              was elected to its Board of Directors.  Mr. Conway is Executive 
              Vice President and President - Americas Division.

        (2)   On May 14, 1997, the Company announced that it had sold its 
              Machinery Division known as Crown-Simplimatic to a group of 
              investors including division management. The selling price of 
              $105 million includes $90 million in cash and $15 million of 8% 
              Class A Preferred Stock that is convertible into approximately 
              20% of the common stock of Crown-Simplimatic.  The Company will 
              have one representative on the seven member Board of Directors.  
              Cash proceeds from the sale will be used to reduce short-term 
              indebtedness.  In 1996 Crown-Simplimatic represented 
              approximately 2% of the Company's consolidated net sales and 
              net income.

         (3)  On April 15, 1997, the Company's Board of Directors declared cash 
              dividends of $.25 per share on the Company's common stock and 
              $.4712 per share on the Company's 4.5% Convertible Preferred 
              Stock.  Both dividends are payable on May 20, 1997 to 
              shareholders of record on May 2, 1997.

         (4)  On January 9, 1997, the Company announced its plans to produce 
              aluminum beer and beverage cans in a new joint venture in 
              Colombia.  The new company, Crown Colombiana, S.A., is owned 50% 
              by the Company and 50% by the Medellin-based Ardila-Lulle 
              organization.  Commercial production is expected to commence by
              early 1998.



Item 6.  Exhibits and Reports on Form 8-K


         a)   Exhibits

               4.  Revolving Credit and Competitive Advance Facility Agreement,
                   dated as of February 4, 1997, among the Registrant, the
                   Subsidiary Borrowers referred to therein, the Lenders 
                   referred to therein, the Chase Manhattan Bank, as 
                   Administrative Agent, Societe Generale; as Documentation 
                   Agent, and Bank of America Illinois, as Syndication Agent
                  (incorporated by reference to Exhibit 4.o of the Registrant's 
                   Annual Report on  Form 10-K for the year ended 
                   December 31, 1996 (File No. 1-2227)).

             11.   Statement re Computation of Per Share Earnings

             27.   Financial Data Schedule

         b)  Reports on Form 8-K

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













                                       14

<PAGE>


                         Crown Cork & Seal Company, Inc.



                                    SIGNATURE

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


                                        Crown Cork & Seal Company, Inc.
                                        -------------------------------
                                        Registrant

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

 Date:      May 15, 1997
          ------------------





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