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


                                 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 JUNE 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            (I.R.S. Employer Identification No.)
 of 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  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 122,356,114 shares of Common Stock outstanding as of July 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 June 30,                                               1999                1998
-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>

Net sales                                                            $   1,997.4         $   2,245.0
                                                                     -----------         -----------

Cost, expenses & other income

  Cost of products sold, excluding depreciation and amortization         1,529.0             1,727.2
  Depreciation and amortization                                            131.0               136.1
  Selling and administrative expense                                        91.0                93.2
  Gain on sale of assets                                                    (1.3)
  Interest expense                                                          91.2               104.1
  Interest income                                                           (7.3)              (12.4)
  Translation and exchange adjustments                                       1.0                 5.8
                                                                     -----------         -----------
                                                                         1,834.6             2,054.0
                                                                     -----------         -----------

Income before income taxes                                                 162.8               191.0

Provision for income taxes                                                  55.0                64.4
Minority interests, net of equity earnings                                  (8.2)                (.9)
                                                                     -----------         -----------

Net income                                                                  99.6               125.7

Preferred stock dividends                                                    3.9                 4.1
                                                                     -----------         -----------

Net income available to common shareholders                          $      95.7         $     121.6
                                                                     -----------         -----------
Earnings per average common share:

                  Basic                                              $       .78         $       .98
                                                                     ===========         ===========
                  Diluted                                            $       .77         $       .95
                                                                     ===========         ===========

Dividends per common share                                           $       .25         $       .25
                                                                     ===========         ===========
Weighted average common shares outstanding:
                  Basic                                              122,350,114         124,442,024
                  Diluted                                            130,040,318         132,826,655

-----------------------------------------------------------------------------------------------------
</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>
-----------------------------------------------------------------------------------------------------
Six months ended June 30,                                                 1999                1998
-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>

Net sales                                                            $   3,791.0         $   4,137.4
                                                                     -----------         -----------

Cost, expenses & other income

  Cost of products sold, excluding depreciation and amortization         2,947.0             3,229.4
  Depreciation and amortization                                            264.0               272.7
  Selling and administrative expense                                       182.0               190.8
  Gain on sale of assets                                                    (3.7)
  Interest expense                                                         184.3               197.9
  Interest income                                                          (14.8)              (19.8)
  Translation and exchange adjustments                                       9.9                 7.5
                                                                     -----------         -----------
                                                                         3,568.7             3,878.5
                                                                     -----------         -----------

Income before income taxes                                                 222.3               258.9

Provision for income taxes                                                  83.4                92.3
Minority interests, net of equity earnings                                  (9.8)                 .8
                                                                     -----------         -----------

Net income                                                                 129.1               167.4


Preferred stock dividends                                                    7.8                 9.2
                                                                     -----------         -----------

Net income available to common shareholders                          $     121.3         $     158.2
                                                                     ===========         ===========
Earnings per average common share:

                  Basic                                              $       .99         $      1.26
                                                                     ===========         ===========
                  Diluted                                            $       .99         $      1.24
                                                                     ===========         ===========

Dividends per common share                                           $       .50         $       .50
                                                                     ===========         ===========
Weighted average common shares outstanding:

                  Basic                                              122,338,291         125,763,763
                  Diluted                                            129,984,457         135,295,628

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

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


                                       3

<PAGE>



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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                       June 30,         December 31,
                                                                         1999               1998
-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>

Assets

Current assets

   Cash and cash equivalents                                         $     203.1         $     283.9
   Receivables                                                           1,464.0             1,359.2
   Inventories                                                           1,533.9             1,421.0
   Prepaid expenses and other current assets                                98.8               103.6
                                                                     -----------         -----------
                 Total current assets                                    3,299.8             3,167.7
                                                                     -----------         -----------


Long-term notes and receivables                                             29.2                44.2
Investments                                                                145.6                90.6
Goodwill, net of amortization                                            4,294.4             4,565.4
Property, plant and equipment                                            3,469.5             3,742.5
Other non-current assets                                                   885.7               858.1
                                                                     -----------         -----------
                 Total                                               $  12,124.2         $  12,468.5
                                                                     ===========         ===========

Liabilities and shareholders' equity

Current liabilities

   Short-term debt                                                    $  2,793.6          $  2,331.0
   Current portion of long-term debt                                        53.9               135.0
   Accounts payable and accrued liabilities                              1,816.0             2,180.7
   United States and foreign income taxes                                   59.7                62.8
                                                                      ----------          ----------
                 Total current liabilities                               4,723.2             4,709.5
                                                                      ----------          ----------

Long-term debt, excluding current maturities                             3,071.8             3,188.5
Postretirement and pension liabilities                                     684.1               707.0
Other non-current liabilities                                              546.2               609.0
Minority interests                                                         275.3               279.7
Commitments and contingent liabilities
Shareholders' equity                                                     2,823.6             2,974.8
                                                                     -----------         -----------
                 Total                                               $  12,124.2         $  12,468.5
                                                                     ===========         ===========

Book value per common share                                          $     21.72         $     22.89

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

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


                                        4
<PAGE>



               CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Six months ended June 30,                                                            1999          1998
---------------------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>
Cash flows from operating activities

   Net income                                                                     $  129.1      $  167.4
   Depreciation and amortization                                                     264.0         272.7
   Gain on sale of assets                                                             (2.7)
   Change in assets and liabilities, other than debt, net of businesses acquired    (523.8)       (573.9)
                                                                                  --------      --------
        Net cash used in operating activities                                       (133.4)       (133.8)
                                                                                  --------      --------
Cash flows from investing activities

   Capital expenditures                                                             (177.6)       (237.3)
   Acquisition of businesses, net of cash acquired                                   (49.8)        (34.2)
   Proceeds from sale of property, plant and equipment                                20.7          27.6
   Other, net                                                                         (4.2)         (5.1)
                                                                                  --------      --------
        Net cash used in investing activities                                       (210.9)       (249.0)
                                                                                  --------      --------
Cash flows from financing activities

   Proceeds from long-term debt                                                        6.0           3.9
   Payments of long-term debt                                                       (176.3)       (108.1)
   Net change in short-term debt                                                     536.4         938.8
   Stock repurchased                                                                  (1.0)       (369.0)
   Dividends paid                                                                    (69.0)        (73.2)
   Common stock issued - benefit plans                                                  .2           5.2
   Minority contributions, net of dividends paid                                      (5.0)         (3.4)
                                                                                  --------      --------
        Net cash provided by financing activities                                    291.3         394.2
                                                                                  --------      --------
   Effect of exchange rate changes on cash and cash equivalents                      (27.8)         (2.2)
                                                                                  --------      --------
   Net change in cash and cash equivalents                                           (80.8)          9.2
   Cash and cash equivalents at beginning of period                                  283.9         205.6
                                                                                  --------      --------
   Cash and cash equivalents at end of period                                     $  203.1      $  214.8
                                                                                  ========      ========

---------------------------------------------------------------------------------------------------------
                                                                                     1999          1998
---------------------------------------------------------------------------------------------------------
 Schedule of non-cash investing activities:

      Acquisition of businesses:
        Fair value of assets acquired                                             $   68.1      $   51.2
        Liabilities assumed                                                          (18.3)        (17.0)
                                                                                  --------      --------
                       Cash Paid                                                  $   49.8      $   34.2
                                                                                  ========      ========

---------------------------------------------------------------------------------------------------------
</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                         $ 99.6     $129.1   |                                    129.1                             129.1
Translation adjustments             (71.1)    (210.5)  |                                                       (210.5)       (210.5)
                                   ------     ------   |
Comprehensive income (loss)        $ 28.5     ($81.4)  |
                                   ======     ======   |
Dividends declared:                                    |
    Common                                             |                                    (61.2)                            (61.2)
    Preferred                                          |                                     (7.8)                             (7.8)
Stock repurchased                                      |                            (.9)               (.1)                    (1.0)
Stock issued - benefit plans                           |                                                .2                       .2
-------------------------------------------------------|----------------------------------------------------------------------------
Balance at June 30, 1999                               |   $350.9     $779.0   $1,339.4  $1,310.5  ($167.2)   ($789.0)     $2,823.6
=======================================================|============================================================================
                                                       |                                                      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                         $125.7     $167.4   |                                    167.4                             167.4
Translation adjustments              22.7      (31.8)  |                                                        (31.8)        (31.8)
                                   ------     ------   |
Comprehensive income               $148.4     $135.6   |
                                   ======     ======   |
                                                       |
Dividends declared:                                    |
    Common                                             |                                    (63.2)                            (63.2)
    Preferred                                          |                                     (9.2)                             (9.2)
Stock repurchased                                      |  (153.3)                (195.2)             (20.5)                  (369.0)
Stock issued - benefit plans                           |                            4.4                 .8                      5.2
                                                       |
-------------------------------------------------------|----------------------------------------------------------------------------
Balance at June 30, 1998                               |  $367.5     $779.0    $1,369.9  $1,422.2  ($156.7)   ($553.3)     $3,228.6
====================================================================================================================================
</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
         June 30, 1999, and the results of its operations and cash flows for the
         periods ended June 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 June 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                         $99.6                              $125.7
           Less:
              Preferred stock dividends     (3.9)                               (4.1)
                                           -----                              ------
        Basic EPS                           95.7      122.3     $.78           121.6     124.4    $.98

        Potentially dilutive securities:
              Stock options                              .1                                 .4

              Assumed preferred
                 stock conversion            3.9        7.6                      4.1       8.0
                                           -----      -----                   ------     -----
        Diluted EPS                        $99.6      130.0     $.77          $125.7     132.8    $.95
                                           =====      =====                   ======     =====


                                                       1999                               1998
                                           -------------------------          -------------------------
                                                      Average                            Average
        Year-to-date                       Income     Shares     EPS          Income     Shares     EPS
        ------------                       -------------------------          -------------------------

        Net income                         $129.1                             $167.4
           Less:
            Preferred stock dividends        (7.8)                              (9.2)
                                           ------                             ------
        Basic EPS                           121.3     122.3     $.99           158.2     125.8    $1.26

        Potentially dilutive securities:
             Stock options                               .1                                 .4

              Assumed preferred
                 stock conversion             7.8       7.6                      9.2       9.1
                                           ------     -----                   ------     -----
        Diluted EPS                        $129.1     130.0     $.99          $167.4     135.3    $1.24
                                           ======     =====                   ======     =====

</TABLE>


                                       7

<PAGE>
                        Crown Cork & Seal Company, Inc.


C.        Inventories
          -----------

                      --------------------------------------------------------
                                                     June 30,     December 31,
                                                       1999           1998
                      --------------------------------------------------------
                      Finished goods                 $  654.8       $  576.8
                      Work in process                   211.4          204.2
                      Raw  materials and supplies       667.7          640.0
                                                     --------       --------
                                                     $1,533.9       $1,421.0
                                                     ========       ========

   D.    Restructuring
         -------------

         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 is estimated at
         $99 and covers a reduction of approximately  2,900 employees,  1,900 of
         whom  are  involved  in  direct  manufacturing   operations.   Employee
         reductions are expected to be completed by the end of the third quarter
         of 1999.

         Included in this restructuring provision is 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.

         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 six months of 1999 were as follows:
<TABLE>
<CAPTION>

                                                        Employee        Other Exit
         (in millions)                                  Severance         Costs           Total
                                                        ---------       ----------        -----
         <S>                                             <C>              <C>             <C>

         Opening balance............................     $ 96.9           $ 30.8          $127.7
         Payments made..............................      (27.8)            (7.1)          (34.9)
         Other movements............................                         3.3 *           3.3
                                                         ------           ------          ------
         Closing balance............................     $ 69.1           $ 27.0          $ 96.1
                                                         ======           ======          ======
<FN>

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

</FN>
</TABLE>

                                       8

<PAGE>
                        Crown Cork & Seal Company, Inc.


         During  the  first  six  months of 1999,  payments  of $27.8  were made
         related  to  the   termination  of   approximately   1,250   employees,
         approximately  840  of  whom  were  involved  in  direct  manufacturing
         operations.  Payments of $7.1 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.     Supplemental Cash Flow Information
         ----------------------------------

         Cash payments for interest,  net of amounts  capitalized  ($.9 for 1999
         and $2.7 for 1998),  were $204.4 and $189.3 during the six months ended
         June 30, 1999 and 1998,  respectively.  Cash  payments for income taxes
         amounted to $40.2 and $22.5  during the six months  ended June 30, 1999
         and 1998, respectively.

F.       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 June 30,
                                                      ----------------------
         1999                 Americas        Europe        Asia-Pacific        Other        Total
         ----                 --------        ------        ------------        -----        -----
         <S>                  <C>            <C>             <C>               <C>          <C>
         External sales       $  981.4       $  929.6        $   86.4                       $1,997.4
         Segment income          103.6          153.7            10.7          ($21.6)         246.4

         1998
         ----
         External sales        1,099.1        1,054.1            91.7              .1        2,245.0
         Segment income          107.7          201.0              .6           (20.8)         288.5


                                                    Six months ended June 30,
                                                    -------------------------
         1999                 Americas        Europe        Asia-Pacific        Other        Total
         ----                 --------        ------        ------------        -----        -----
         External sales       $1,852.0       $1,764.8          $174.2                       $3,791.0
         Segment income          179.0          240.0            19.3          ($40.3)         398.0

         1998
         ----
         External sales        2,025.9        1,944.5           166.8              .2        4,137.4
         Segment income          177.6          309.7             1.7           (44.5)         444.5


</TABLE>


                                       9
<PAGE>

                         Crown Cork & Seal Company, Inc


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

                                                 Second Quarter Ended       Six Months Ended
                                                        June 30,                June 30,
                                                 --------------------      ------------------
                                                   1999        1998          1999      1998
                                                   ----        ----          ----      ----
         <S>                                      <C>         <C>           <C>       <C>

         Total segment income                     $246.4      $288.5        $398.0    $444.5
         Interest expense                           91.2       104.1         184.3     197.9
         Interest income                            (7.3)      (12.4)        (14.8)    (19.8)
         Gain on sale of assets                     (1.3)                     (3.7)
         Translation and exchange adjustments        1.0         5.8           9.9       7.5
                                                  ------      ------        ------    ------
         Consolidated pre-tax income              $162.8      $191.0        $222.3    $258.9
                                                  ======      ======        ======    ======
</TABLE>



G.       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.


                         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 six  months  ended  June 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.

                             Results of Operations
                             ---------------------

         Net Income and Earnings Per Share
         ---------------------------------

         Net income available to common  shareholders for the quarter ended June
         30, 1999 was $95.7,  a decrease of $25.9 or 21.3% when  compared to the
         prior year amount of $121.6.  Earnings per common share  decreased $.18
         or 18.9% to $.77  from $.95 a year  earlier  and also  reflects  a 2.1%
         decline in average common shares outstanding,  resulting primarily from
         the March 1998 repurchase of shares from Compagnie Generale d'Industrie
         et de Participations (CGIP).

         Net Sales
         ---------

         Net sales in the quarter  decreased  $247.6 or 11.0% to  $1,997.4  from
         $2,245.0  in 1998  due  primarily  to the  pass-through  of  lower  raw
         material costs,  business  divestitures,  foreign currency translation,
         and lower overall volumes for metal packaging. Excluding the effects of
         lower raw material costs,  business  divestitures  and foreign currency
         translation,  net sales  would  have been 6.0% lower than in the second
         quarter of 1998.  Sales  from U.S.  operations  decreased  by 10.9% and
         those in non-U.S.  markets  decreased  11.1%.  U.S. sales accounted for
         approximately  41% of  consolidated  net sales in the second quarter of
         both 1999 and 1998.  Sales of beverage cans and ends as a percentage of
         consolidated net sales  represented 32.4% in the second quarter of 1999
         compared  to 32.7% in the second  quarter  of 1998 while  sales of food
         cans and ends  increased  in the second  quarter to 29.5% from 28.4% in
         the second  quarter  of 1998.  Sales of plastic  closures  and  plastic
         containers  represented  15.7% of consolidated  net sales in the second
         quarter of 1999 versus 16.0% for the same period of 1998.

         An analysis of comparative net sales by operating division follows:

<TABLE>
<CAPTION>

                                            Net Sales                           Percentage Change
                           ---------------------------------------------        ------------------
                               Second Quarter          Six Months Ended         Second       Six
                              1999        1998         1999        1998         Quarter     Months
                              ----        ----         ----        ----         -------     ------
         <S>               <C>         <C>        <C>          <C>              <C>         <C>

         Divisions:

         Americas          $  981.4    $1,099.1     $1,852.0    $2,025.9        (10.7%)     (8.6%)
         Europe               929.6     1,054.1      1,764.8     1,944.5        (11.8%)     (9.2%)
         Asia-Pacific          86.4        91.7        174.2       166.8         (5.8%)      4.4%
         Other                               .1                       .2
                           --------    --------     --------     --------
                           $1,997.4    $2,245.0     $3,791.0    $4,137.4        (11.0%)     (8.4%)
                           ========    ========     ========    ========
</TABLE>


                                       11


<PAGE>

                     Crown Cork & Seal Company, Inc.


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

         Net sales in the Americas Division  decreased by $117.7 and $173.9  for
         the three and six months  ended June 30,  1999 as compared to the  same
         periods in 1998.  The decrease in the second quarter was primarily  due
         to (i) the  pass-through  of certain  lower raw  material  costs  which
         amounted to $38, (ii)  unfavorable  foreign  currency  translation  and
         (iii) sales unit volume  decreases  in  beverage  cans,  food  cans and
         aerosol  cans  partially  offset by  sales  unit  volume  increases  in
         plastic beverage  closures and plastic beverage  containers.   Beverage
         can volumes were down 8.4%  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 $124.5 and $179.7 for the
         three and six months  ended June 30,  1998.  The decrease in the second
         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 $23 in the quarter,  (ii) the  divestiture of the
         non-personal care HDPE plastic  container  business which accounted for
         $19 of second quarter 1998 net sales, (iii) the sale of the majority of
         our South African  operations which accounted for $15 of second quarter
         1998 net sales,  (iv) the  pass-through  of certain  lower raw material
         costs  amounting to $20 and (v) decreased sales unit volumes in aerosol
         cans and plastic closures.  Food can volumes were down approximately 1%
         in the quarter as volume  weakness in the UK and Eastern  Europe offset
         volume growth in Western  Europe.  Strong  beverage can demand in Spain
         and Greece  coupled with  increased  sales unit volumes of beer cans in
         the UK offset beverage can market disruptions in Northwest Europe.

         Net sales in the  Asia-Pacific  Division  decreased  $5.3 in the second
         quarter but are still $7.4 ahead in the six months  ended June 30, 1999
         compared to the prior year.  The  decrease in second  quarter  sales is
         primarily a result of selling price  reductions  throughout  the region
         which eroded the benefits of increased  volumes in many product  lines.
         Food can  volumes  were up over 30% in the quarter as sales of seafood,
         fruit and  vegetable  cans were very strong in  Thailand.  Thailand has
         remained very price competitive in the region despite the strengthening
         of the Thai Baht.  Beverage can volumes were down in the quarter due to
         lower customer  requirements in Singapore and Malaysia offset by volume
         gains in China and Vietnam.

         Cost of Products Sold
         ---------------------

         Cost of products sold,  excluding  depreciation and  amortization,  was
         $1,529.0 for the quarter  ended  June 30, 1999, a decrease of $198.2 or
         11.5%  compared to $1,727.2 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 across several product lines.

         As a percentage of net sales,  cost of products sold was 76.5% compared
         to 76.9% for the  second  quarter  of 1998.  The  improvement  in gross
         margin as a  percentage  to 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 June 30, 1999
         were $91.0, a decrease of $2.2 or 2.4% from the second quarter of 1998.
         As a  percentage  of net sales,  selling and  administrative  expenses,
         excluding depreciation,  were 4.6% in the second quarter as compared to
         4.2% for the  same  period  of  1998.  The  decrease  in 1999  costs is
         directly  related  to the  continuing  rationalization  of these  costs
         throughout the Company.  The increase in these costs as a percentage to
         net sales in 1999  reflects  lower sales  compared to 1998 as discussed
         above.



                                       12


<PAGE>

                     Crown Cork & Seal Company, Inc.


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

         Operating Income
         ----------------

         For the quarter  ended June 30,  1999,  consolidated  operating  income
         decreased  $42.1 to  $246.4  from  $288.5 at June 30,  1998.  Operating
         income as a percentage to net sales was 12.3% for the second quarter of
         1999 as compared to 12.9% in 1998.  An analysis of operating  income by
         operating division follows:
<TABLE>
<CAPTION>

                                       Operating Income                 Percentage Change
                            ------------------------------------        ------------------
                            Second Quarter      Six Months Ended        Second       Six
                            1999      1998       1999      1998         Quarter     Months
                            ----      ----       ----      ----         -------     ------
         <S>               <C>       <C>        <C>       <C>           <C>         <C>
         Divisions:

         Americas          $103.6    $107.7     $179.0    $177.6         (3.8%)        .8%
         Europe             153.7     201.0      240.0     309.7        (23.5%)     (22.5%)
         Asia-Pacific        10.7        .6       19.3       1.7
         Other              (21.6)    (20.8)     (40.3)    (44.5)        (3.8%)       9.4%
                           ------    ------     ------    ------
                           $246.4    $288.5     $398.0    $444.5        (14.6%)     (10.5%)
                           ======    ======     ======    ======
</TABLE>

         As a percentage to net sales,  Americas  Division  operating income was
         10.6% in the second  quarter of 1999 as  compared  to 9.8% for the same
         period in 1998. The increase in second quarter 1999 operating margin as
         a percentage  to sales 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 beverage, food and aerosol cans.  The decrease in second  quarter
         1999 operating  margin  compared  to 1998 is directly a result of sales
         unit volume  declines of  beverage,  food and aerosol  cans as well as
         lower sales unit volumes of several health and beauty products.

         European  Division  operating  income as a percentage  to net sales was
         16.5% in the  second  quarter  of 1999 as  compared  to  19.1%  for the
         comparable  period of 1998.  The decrease in second  quarter  operating
         margins was  primarily  due to (i) sales unit volume  decreases of food
         cans,  aerosol cans and plastic  beverage  containers,  (ii)  continued
         weakness in Eastern Europe and (iii) the effect of competitive  pricing
         across many  product lines,  most  notably  food cans, which offset the
         benefits of restructuring activities and sales unit volume increases of
         beverage cans and plastic closures.

         In the second  quarter of 1999,  operating  income in the  Asia-Pacific
         Division  was 12.4% of net sales as compared to .7% for the same period
         in 1998.  The increase in 1999 margins was due  primarily to sales unit
         volume increases of food and beverage cans in Thailand which offset (i)
         sales unit volume  decreases of beverage cans in Singapore and Malaysia
         and (ii)  competitive  selling  pressures  across  many  product  lines
         throughout the region.

         Net Interest Expense / Income
         -----------------------------

         Net  interest  expense was $83.9 in the second  quarter,  a decrease of
         $7.8 or 8.5%  compared to second  quarter 1998 net interest  expense of
         $91.7.  The  decrease  in net  interest  expense  is due  primarily  to
         generally  lower interest rates and lower raw material costs which have
         helped to reduce the early seasonal build-up of working capital.


                                       13


<PAGE>

                     Crown Cork & Seal Company, Inc.


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

         Taxes on Income
         ---------------

         The  effective  tax  rate at 33.8% in the  second  quarter  of 1999 was
         relatively  unchanged  from the second  quarter 1998  effective rate of
         33.7%.  For the six months ended June 30, 1999,  the effective tax rate
         was  37.5% as  compared  to  35.7%  for the same  period  in 1998.  The
         increase in the effective  rate is due to lower pre-tax  income whereby
         the  taxable  effect  of   non-deductible   goodwill   amortization  is
         proportionately greater. Additionally,  pre-tax income in the Company's
         European  operations was lower in the first six months of 1999 compared
         to 1998. The Company's blended European tax rate is lower than the U.S.
         statutory rate of 35%.

         Minority Interests, Net of Equity in Earnings of Affiliates
         -----------------------------------------------------------

         The charge for minority interests, net of equity earnings, increased by
         $7.3 in the second quarter of 1999 over 1998.  This increase was due to
         improved results in the Company's consolidated joint ventures in China,
         Greece, Brazil and Thailand.


                        Liquidity and Capital Resources
                        -------------------------------

         Cash from Operations
         --------------------

         Net cash used by operating  activities during the six months ended June
         30, 1999 of $133.4 was  essentially the same as cash used of $133.8 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
         profits  from operations.

         Investing Activities
         --------------------

         Investing  activities  used cash of $210.9  during the six months ended
         June 30, 1999  compared with cash used of $249.0 for the same period of
         1998.  Capital  expenditures  for the  first  six  months  of 1999 were
         $177.6,  a decrease  of $59.7 as compared  to capital  expenditures  of
         $237.3  during the same period of 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 $291.3 in the first six months of
         1999  compared  with cash provided of $394.2 in the first six months 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 six months of 1999 is lower
         than in the first six months of 1998.

         Total  debt,  net of cash and cash  equivalents,  at June 30,  1999 was
         $5,716.2  and  represents  an increase of $345.6 above the December 31,
         1998 level of $5,370.6.  Total debt, net of cash and cash  equivalents,
         as a percentage to total  capitalization  was 64.8% at June 30, 1999 as
         compared to 62.3% at December 31, 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  in the  first six
         months of 1999.


                                       14


<PAGE>

                     Crown Cork & Seal Company, Inc.


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

         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.

         Market Risk
         -----------

         Since  December 31, 1998,  the notional  value of  outstanding  foreign
         exchange contracts has been reduced by approximately 35%. 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.

         Inventory  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 74% 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.  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  initiated
         alternate  follow-up  procedures  and  strategies  to support its  risk
         evaluation and contingency planning efforts.


          15


<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         These  assessments  and reviews are expected to be ongoing  through the
         third quarter of 1999.  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.

         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, and 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 72% of mission-critical business  systems
         have been  remediated  and 28% are  currently  being  remediated.   The
         Company has achieved  implementation  of  Y2K-capable  mission-critical
         systems  covering 85% of its operating  revenues at this time versus  a
         previously  disclosed  target  cover  of 80%.  The  Company  plans   to
         complete the remaining  mission-critical  implementations   during  the
         second half of 1999.    Certain of  these  projects  are  awaiting  the
         release of Y2K compliant  software  upgrades or have modestly  extended
         project timelines to maximize the use of internal resources.

         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 during the second half 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 indicate 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.   Due  to  recent  advances  in  networking
         technology which could offer  significant  on-going savings in personal
         desktop  computer   operating  costs,  the  Company  is  employing  new
         remediation alternatives which  involved a delay in completion  of some
         mission-critical  personal  computer  projects to  September 1999.  The
         Company considers its overall risk in this area to be low.



                                       16


<PAGE>

                        Crown Cork & Seal Company, Inc.


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

         Telephone  Exchange Systems - The Company has  substantially  completed
         its assessment of telephone  exchange  systems  within its  facilities.
         Approximately  20% of these  systems  will be  remediated  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 is in process to both evaluate the reliability of the initial
         assessment and identify contingency options  including  the utilization
         of satellite phones.

         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 is actively
         identifying  practicable  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 considering  help-desk and manufacturing support options as part  of
         its planning scenarios.  Risks of a less controllable  nature, such  as
         utility  service  outages and  communication  system failure are  being
         addressed  in  contingency  planning.   Alternate  site   manufacturing
         scenarios,  alternative  vendors and other scenarios are under  current
         consideration.  The Company substantially completed its prevention  and
         contingency  plan  development and design in June 1999. The rollout  of
         the  contingency  plan was initiated in the first quarter of 1999.  The
         Company is also considering potential seasonality effects of Year  2000
         on consumer demand and operating and working capital,  particularly  in
         the fourth quarter of 1999 and first quarter of 2000.

         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 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  $22-$25 (pre-tax) for its Y2K compliance efforts.
         To date, the Company has spent approximately $14, of which  $6 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.   The
         Company's  total  Y2K  project  cost  estimate  is based  on  presently
         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.



                                       17


<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 and 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 change
         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 June 30, 1999,  approximately  61% 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 the
         year  has  been  reduced  by  approximately  15%  with a  corresponding
         reduction in notional value of  approximately  $925.  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.




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<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.



                                       19


<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 on April 22,
         1999.  The matters voted upon and the results  thereof are set forth in
         Part II, Item 4 of the Company's  Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1999 and such Item 4 is incorporated  herein by
         reference.


Item 5.  Other Information

         On July 22,  1999,  the Company  announced  that John B. Neff, a former
         Portfolio Manager of the Wellington  Management Company,  and Arnold W.
         Donald,  Senior Vice President of Monsanto Company, were elected to its
         Board of  Directors.  These  additions  have  increased  the  number of
         directors to fifteen.

         On July 22,  1999,  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 August 20, 1999 to  shareholders  of record on
         August 4, 1999.

         On July 22, 1999, The Company's  Board of Directors approved an amended
         and  restated   version of the  Company's  by-laws  which,  among other
         things,   amended  the  advance   notice  provisions  with  respect  to
         shareholder nominations and other business.  See Item 6 below.

Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                   3.     By-laws of Crown Cork & Seal Company, Inc.,
                          as amended

                  10.a    Amendment No. 1 to the Crown Cork & Seal Company, Inc.
                          1990 Stock-Based Incentive Compensation Plan, dated as
                          of September 21, 1998

                  10.b    Amendment No. 1 to the Crown Cork & Seal Company, Inc.
                          1994 Stock-Based Incentive Compensation Plan, dated as
                          of September 21, 1998

                  10.c    Amendment No. 1 to the Crown Cork & Seal Company, Inc.
                          1997 Stock-Based Incentive Compensation Plan, dated as
                          of September 21, 1998

                  10.d    Crown  Cork  &  Seal  Company, Inc.  Senior  Executive
                          Retirement  Plan,  as   amended  and  restated  as  of
                          June 30, 1999

                  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.



                                       20

<PAGE>




                                   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:      August 13, 1999










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