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

                                 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, 2001

     [   ]      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
(Address of principal executive offices)               (Zip Code)

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


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

There were 125,628,543 shares of Common Stock outstanding as of April 30, 2001.



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



<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 March 31,                                                          2001               2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>



Net sales                                                                       $     1,658             $1,699
                                                                                -----------        -----------

Costs, expenses & other income
  Cost of products sold, excluding depreciation and amortization                      1,395              1,352
  Depreciation                                                                           94                 97
  Amortization                                                                           30                 31
  Selling and administrative expense                                                     86                 85
  Provision for restructuring                                                             2
  Interest expense                                                                      115                 92
  Interest income                                                              (          6)      (          4)
  Translation and exchange adjustments                                                    3
                                                                                -----------        -----------

                                                                                      1,719              1,653
                                                                                -----------        -----------
(Loss) / income before income taxes and cumulative effect
   of accounting change                                                        (         61)                46

(Benefit from) / provision for income taxes                                    (         11)                19
Minority interests, net of  equity earnings                                                       (          4)
                                                                                -----------        -----------

Net (loss) / income before cumulative effect of accounting change              (         50)                23

Cumulative effect of change in accounting principle for derivatives
   and hedging activities, net of tax                                                     4
                                                                                -----------        -----------

Net (loss) / income                                                            (         46)                23

Preferred stock dividends                                                                                    2
                                                                                -----------        -----------

Net (loss) / income available to common shareholders                           ($        46)       $        21
                                                                                ===========        ===========
(Loss) / earnings per average common share:
     Basic and diluted - before cumulative effect of  accounting change        ($       .40)       $       .17
                                                                                ===========        ===========
                       - after cumulative effect of accounting change          ($       .37)       $       .17
                                                                                ===========        ===========

Dividends per common share                                                                         $       .25
                                                                                                   ===========
Average common shares outstanding:

                  Basic                                                         125,624,056        123,870,438
                  Diluted                                                       125,624,056        128,569,627

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

The accompanying notes are an integral part of these financial statements.
Certain prior year amounts have been reclassified to improve comparability.


                                       2


<PAGE>


                        Crown Cork & Seal Company, Inc.

                    CONSOLIDATED BALANCE SHEETS (Condensed)
                      (In millions except per share data)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------

                                                                                March 31,         December 31,
                                                                                  2001               2000
                                                                              (Unaudited)
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
Assets
Current assets
         Cash and cash equivalents                                              $   291            $   382
         Receivables                                                              1,126              1,153
         Inventories                                                              1,368              1,288
         Prepaid expenses and other current assets                                  122                 90
                                                                                -------            -------
                 Total current assets                                             2,907              2,913
                                                                                -------            -------


Long-term notes and receivables                                                      22                 25
Investments                                                                         150                142
Goodwill, net of amortization                                                     3,766              3,920
Property, plant and equipment                                                     2,839              2,969
Other non-current assets                                                          1,303              1,190
                                                                                -------            -------
                 Total                                                          $10,978            $11,159
                                                                                =======            =======


Liabilities and shareholders' equity
Current liabilities
        Short-term debt                                                         $   522            $   232
        Current maturities of long-term debt                                         59                 68
        Accounts payable and accrued liabilities                                  1,736              1,903
        Income taxes payable                                                         64                 58
                                                                                -------            -------
                 Total current liabilities                                        2,381              2,261
                                                                                -------            -------


Long-term debt, excluding current maturities                                      5,058              5,049
Postretirement and pension liabilities                                              712                731
Other non-current liabilities                                                       747                814
Minority interests                                                                  195                195
Shareholders' equity                                                              1,894              2,109
                                                                                -------            -------
                 Total                                                          $10,987            $11,159
                                                                                =======            =======

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

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)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------

Three months ended March 31,                                                     2001            2000
-----------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>
Cash flows from operating activities

   Net (loss) / income                                                          ($ 46)           $ 23
   Depreciation and amortization                                                  124             128
   Cumulative effect of accounting change                                       (   4)
   Provision for restructuring                                                      1
   Change in assets and liabilities, other than debt                            ( 359)          ( 354)
                                                                                 ----            ----
        Net cash used in operating activities                                   ( 284)          ( 203)
                                                                                 ----            ----

Cash flows from investing activities
   Capital expenditures                                                         (  47)          (  57)
   Proceeds from sale of property, plant and equipment                              1               9
   Other, net                                                                   (   6)          (   1)
                                                                                 ----            ----
        Net cash used in investing activities                                   (  52)          (  49)
                                                                                 ----            ----

Cash flows from financing activities
   Proceeds from long-term debt                                                                     2
   Payments of long-term debt                                                   (  17)          (  24)
   Net change in short-term debt                                                  264             301
   Stock  repurchased                                                                           (   9)
   Dividends paid                                                                               (  32)
   Minority contributions, net of dividends paid                                (   1)
                                                                                 ----            ----

        Net cash provided by financing activities                                 246             238
                                                                                 ----            ----

Effect of exchange rate changes on cash and cash equivalents                    (   1)          (   8)
                                                                                 ----            ----

Net change in cash and cash equivalents                                         (  91)          (  22)

Cash and cash equivalents at beginning of period                                  382             267
                                                                                 ----            ----
Cash and cash equivalents at end of period                                       $291            $245
                                                                                 ====            ====

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

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


                                       4


<PAGE>

                        Crown Cork & Seal Company, Inc.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                 |                                                           Accumulated
                                                 |                                                              Other
                                   Comprehensive |  Preferred   Common    Paid-In    Retained    Treasury    Comprehensive
                                  Income / (Loss)|    Stock     Stock     Capital    Earnings     Stock      Income/(Loss)   Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>        <C>      <C>        <C>          <C>          <C>          <C>
Balance at December 31, 2000                     |               $780     $1,596     $  994      ($  151)     ($1,110)      $2,109
Net loss                              ($ 46)     |                                  (    46)                               (    46)
Translation adjustments               ( 155)     |                                                            (   155)     (   155)
Derivatives qualifying as hedges      (  14)     |                                                            (    14)     (    14)
                                       ----      |
Comprehensive loss                    ($215)     |
                                       ====      |
                                                 |
------------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2001                        |               $780     $1,596     $  948       ($151)      ($1,279)      $1,894
====================================================================================================================================
                                                 |                                                           Accumulated
                                                 |                                                              Other
                                   Comprehensive |  Preferred   Common    Paid-In    Retained    Treasury    Comprehensive
                                      Income     |    Stock     Stock     Capital    Earnings     Stock      Income/(Loss)   Total
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                     |    $349       $779     $1,317     $1,295       ($173)      ($  676)      $2,891
Net income                             $ 23      |                                       23                                     23
Translation adjustments               (  94)     |                                                            (    94)     (    94)
                                       ----      |
Comprehensive loss                    ($ 71)     |
                                       ====      |
                                                 |
Dividends declared:                              |
    Common                                       |                                  (    30)                               (    30)
    Preferred                                    |                                  (     2)                               (     2)
Stock repurchased                                |                       (     6)                (   3)                    (     9)
Preference stock conversions                     |  (  349)        1         311                    37
------------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2000                        |              $780      $1,622     $1,286      ($139)      ($  770)       $2,779
====================================================================================================================================
</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 share and per share data)
                                   (Unaudited)


A.        Statement of Information Furnished
          ----------------------------------

          The  accompanying   unaudited   interim   consolidated  and  condensed
          financial  statements  have been prepared by the Company in accordance
          with Form 10-Q  instructions.  In the  opinion  of  management,  these
          consolidated  financial statements contain all adjustments of a normal
          and  recurring  nature  necessary  to  present  fairly  the  financial
          position of Crown Cork & Seal  Company,  Inc. as of March 31, 2001 and
          the results of its  operations  and cash flows for the  periods  ended
          March  31,  2001 and  2000,  respectively.  These  results  have  been
          determined on the basis of generally  accepted  accounting  principles
          and practices consistently applied.

          Certain  information and footnote  disclosures,  normally  included in
          financial  statements  presented in accordance with generally accepted
          accounting   principles,   have  been   condensed   or  omitted.   The
          accompanying  Consolidated  Financial  Statements  should  be  read in
          conjunction  with the financial  statements and notes thereto included
          in the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2000.

B.        Accounting Change
          -----------------

          Effective  January 1, 2001, the Company adopted Statement of Financial
          Accounting Standards No. 133,  "Accounting for Derivative  Instruments
          and Hedging Activities," as amended (SFAS 133). SFAS 133 requires that
          the Company  recognize all outstanding  derivative  instruments on the
          balance  sheet at their  fair  values.  The  impact on  earnings  from
          recognizing  these  instruments  at fair value  depends on whether the
          instruments  are designated  and qualify as hedges.  If the derivative
          does not  qualify as a hedge,  changes in fair value are  reported  in
          earnings  immediately.  If the  derivative  instrument  qualifies as a
          hedge and based on the risk being hedged, changes in the fair value of
          the derivatives will either be offset against changes in fair value of
          the hedged assets,  liabilities or firm  commitments  through earnings
          (fair value hedge) or recognized in other  comprehensive  income (cash
          flow and net investment hedges). Any ineffective portion of designated
          hedges is  reported  in earnings  immediately.  For cash flow  hedges,
          adjustments  to the  fair  value  of the  derivative  instruments  are
          temporarily  reported in other comprehensive  income until the related
          hedged  items impact  earnings.  For hedges of the net  investment  in
          foreign  operations,  fair value  adjustments  are  reported  in other
          comprehensive  income  as  translation  adjustments  and  released  to
          earnings when the investments are disposed.  Within the balance sheet,
          the  fair  value  of  the  derivatives  are  reported  as  current  or
          non-current  assets and liabilities consistent with the classification
          of the  hedged  items.   Within  the  Consolidated  Statements of Cash
          Flows, cash flows from hedging  transactions are classified  under the
          same category as the cash flows of the hedged items.

          At January 1, 2001, the Company recorded transition  adjustments,  the
          cumulative  effect  of an  accounting  change,  which  resulted  in an
          after-tax credit of $4 to net income and an after-tax charge of $18 to
          other comprehensive income within shareholders'  equity. The per share
          credit to earnings  was $.03.  The ongoing  impact on the Company from
          adoption  of this  standard  will  depend  on a  variety  of  factors,
          including  interest  rates and  other  market  conditions,  as well as
          future interpretive  guidance from the Financial  Accounting Standards
          Board, which continues to address implementation issues.

          The cumulative  effect on earnings and equity was due primarily to net
          fair value adjustments related to cross-currency swaps.


                                       6

<PAGE>


                        Crown Cork & Seal Company, Inc.


          A reconciliation  of current period changes,  net of applicable income
          taxes,  in other  comprehensive  income within  shareholders'  equity,
          referred to as "Derivatives  qualifying as hedges" follows (net of tax
          adjustments):

                       Transition adjustment as of January 1, 2001      ($18)

                       Current period changes in fair value - net         17

                       Reclassification to earnings - net               ( 13)
                                                                         ---

                       Balance at March 31, 2001                        ($14)
                                                                         ===



          For hedges of future  cash  flows  (cash flow  hedge),  which  include
          foreign  exchange  contracts,   cross-currency  swaps,  and  commodity
          contracts,  the ineffective portion was not material and no items were
          excluded  from the  measure  of  effectiveness.  Of the  charge of $18
          recorded  in  equity  at  January  1,  2001,  $1,  net of  taxes,  was
          reclassified  to  earnings  during the first  quarter of 2001.  Of the
          charge of $14 recorded in equity at March 31, 2001,  $6, net of income
          taxes,  is expected to be  reclassified  to earnings over the 12 month
          period  ending  March  31,  2002.  The  actual  amount  that  will  be
          reclassified  to earnings  over the next twelve  months will vary from
          this  amount as a result of changes in market  conditions.  No amounts
          were  reclassified  to earnings during the first quarter in connection
          with forecasted  transactions that were no longer considered  probable
          of  occurring.  At March 31,  2001,  the  maximum  term of  derivative
          instruments that hedge forecasted  transactions,  except those related
          to payment of variable interest on existing financial instruments, was
          two years.

          For hedges of recognized  assets,  liabilities  and firm  commitments,
          including intercompany  transactions,  the ineffective portion was not
          material.  For fair value hedges, the Company excludes the time  value
          component  of  the  derivative  in  its  measurement of effectiveness.
          Amounts excluded from  the measure of effectiveness, reported in first
          quarter earnings, amounted to less than $1 before  income  taxes.  The
          impact  on  earnings  from  the  net  fair value adjustments of cross-
          currency  swaps  designated  as  fair  value  hedges  is  reported  as
          "interest  expense" in the Consolidated Statements of Income.

          In the  fourth  quarter  of 2000,  the  Company  adopted  EITF  00-10,
          "Accounting  for  Shipping  and  Handling  Fees and Costs." EITF 00-10
          requires that shipping and handling  costs be excluded from  revenues.
          The Company,  to comply with the standard,  has reclassified  from net
          sales to cost of  products  sold $59 for the  quarter  ended March 31,
          2000.

C.        Receivables
          -----------

          During the first quarter of 2001, the Company  entered into an interim
          receivables securitization agreement on behalf of its U.S. operations.
          The agreement  provided for the  accelerated  receipt of up to $210 of
          cash on available  receivables.  The interim agreement was amended and
          restated  as  of  May  7,  2001  to  include  the  Company's  Canadian
          operations and to provide for the accelerated receipt of up to $350 of
          cash on available receivables.  Securitization  transactions have been
          accounted for as a sale in accordance with SFAS No. 125.  Accordingly,
          accounts included under outstanding  securitization programs have been
          reflected  as  a  reduction  in   receivables   in  the   accompanying
          Consolidated  Balance Sheet. At March 31, 2001, net proceeds  received
          under the program were $113. Outstanding receivable securitizations at
          March 31, 2001 and 2000,  including those in Europe,  amounted to $225
          and $183, respectively. During the first quarter of 2001 and 2000, the
          Company  recorded  fees  related  to the  outstanding  securitizations
          amounting to approximately $3 and $2, which amounts have been included
          as interest expense within the Consolidated Statements of Income.



                                       7


<PAGE>


                        Crown Cork & Seal Company, Inc.


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

                      ----------------------------------------------------------
                                                     March 31,     December 31,
                                                       2001            2000
                      ----------------------------------------------------------
                      Finished goods                 $  613          $  530

                      Work in process                   169             165

                      Raw material and supplies         586             593
                                                     ------          ------
                                                     $1,368          $1,288
                                                     ======          ======


E.        Restructuring
          -------------

          During the fist quarter of 2001, the Company provided $4 for the costs
          associated with the closure of a U.S. food can plant.  Also during the
          first quarter of 2001, the Company recorded a restructuring  credit of
          $2  for  the  reversal  of  severance  costs  related  to an  original
          restructuring  charge of $47  provided  during the  second  quarter of
          2000.  The  Company  decided  not  to  pursue  certain   restructuring
          activities  in  its  European  operations  that  had  been  previously
          approved.

          Remaining balances in the reserves  represent  contracts or agreements
          whereby payments are extended over time. This includes agreements with
          unions and governmental  agencies related to employees as well as with
          landlords  in lease  arrangements.  The  balance of the  restructuring
          reserves  (excluding  write-down  of assets  which is  reflected  as a
          reduction of the related asset  account) is included  within  accounts
          payable and accrued  liabilities.  The components of the restructuring
          reserve and movements  within these components in the first quarter of
          2001 were as follows:
<TABLE>
<CAPTION>

                                                  Termination      Other Exit         Asset
                                                   Benefits          Costs         Writedowns      Total
                                                   --------        ----------      ----------      -----
          <S>                                       <C>              <C>             <C>           <C>

          Opening balance...................         $24              $ 8                           $32
          Provision, net ...................        (  1) *             2               1             2
          Payments made.....................        (  6)            (  3)                         (  9)
          Transfer against assets...........                                         (  1)         (  1)
                                                     ---              ---             ---           ---
          Closing balance...................         $17              $ 7                           $24
                                                     ===              ===                           ===
<FN>

          *  Includes reversal of severance of $2, representing headcount of 65
</FN>
</TABLE>

          During  the first  quarter of 2001,  payments  of $6 were made for the
          termination  of 222  employees,  162 of whom were  involved  in direct
          manufacturing  operations.  Payments  of $3 were made for  other  exit
          costs,  including  dismantlement costs,  equipment removal and various
          contractual obligations.


                                       8


<PAGE>



                        Crown Cork & Seal Company, Inc.


F.        Earnings Per Share
          ------------------

          The  following  table  summarizes  the basic and diluted  earnings per
          share  computations  for the  periods  ended  March 31, 2001 and 2000,
          respectively:
<TABLE>
<CAPTION>

                                                           2001                              2000
                                             ------------------------------     ------------------------------
                                               Income /   Average                           Average
                                               (loss)     Shares       EPS       Income     Shares        EPS
                                             ------------------------------     ------------------------------
         <S>                                   <C>         <C>       <C>         <C>         <C>         <C>

         Net (loss) / income                   ($ 46)                             $ 23
            Less:
               Preferred stock dividends                                         (   2)
                                                ----                              ----
         Basic and diluted EPS                 ($ 46)      125.6     ($.37)       $ 21       123.9       $.17
                                                ====                              ====
</TABLE>


          Excluded from the  computation  of diluted  earnings per share for the
          quarter  ended March 31, 2000 were  approximately  4.7 million  common
          shares resulting from the assumed  conversion of preferred stock as of
          January 1, 2000. This conversion would have been antidilutive.

          Common  shares  contingently  issueable  upon  the  exercise  of stock
          options, amounting to 9,321,503 and 8,085,165 shares at March 31, 2001
          and 2000, respectively,  were excluded from the computation of diluted
          earnings per share  because the grant  prices of the then  outstanding
          options were above the average market price for the related period.

G.        Supplemental Cash Flow Information
          ----------------------------------

          Cash payments,  including  prepayments,  for interest,  net of amounts
          capitalized, were $121 and $65 during the three months ended March 31,
          2001 and 2000,  respectively.  Cash payments for income taxes amounted
          to $6 in both years.

 H.       Segment Information
          -------------------

          The   Company    maintains   three   operating    segments,    defined
          geographically:  Americas,  Europe and  Asia-Pacific.  Each reportable
          segment  is  an  operating  division  within  the  Company  and  has a
          President   reporting   directly  to  the  Chief  Executive   Officer.
          "Corporate"  includes  Corporate  Technology and headquarters'  costs.
          Divisional  headquarter  costs are  maintained  within  the  operating
          segments. The interim segment information is as follows:

<TABLE>
<CAPTION>

                            Quarter ended March 31,

          2001                            Americas          Europe          Asia-Pacific          Corporate          Total
          ----                            --------          ------          ------------          ---------          -----
          <S>                               <C>             <C>                <C>                  <C>             <C>

          External sales                    $843             $741              $ 74                                 $1,658

          Provision for restructuring          4            (   2)                                                       2

          Segment income                      11               62                 5                 ($ 27)              51


          2000
          ----

          External sales                     860              768                71                                 1,699

          Segment income                      75               76                 6                (  23)             134


</TABLE>

                                       9

<PAGE>


                        Crown Cork & Seal Company, Inc.


          The  following  table  reconciles  the  Company's  segment  income  to
          consolidated pre-tax income:
                                                  Three Months Ended March 31,
                                                  ------------------------------
                                                       2001            2000
                                                  ------------------------------

          Total segment income                         $ 51            $134
          Interest expense                              115              92
          Interest income                             (   6)          (   4)
          Translation & exchange adjustments              3
                                                       ----            ----
          Consolidated pre-tax (loss) / income        ($ 61)           $ 46
                                                       ====            ====


I.        Commitments and Contingent Liabilities
          --------------------------------------

          The Company has various commitments to purchase materials and supplies
          as part of the ordinary conduct of business.  Such commitments are not
          at prices 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  periodically  adjusted its selling  prices to
          reflect these movements. There can be no assurance,  however, that the
          Company will be able to fully recover any increases or fluctuations in
          raw material costs from its customers.

          The Company is one of over 100  defendants in a substantial  number of
          lawsuits  filed by  persons  alleging  bodily  injury  as a result  of
          exposure  to  asbestos.  This  litigation  arose  from the  insulation
          operations of a U.S. company,  the majority of whose stock the Company
          purchased  in 1963.  Within  approximately  three months of this stock
          purchase, this U.S. company sold its insulation operations.

          The accrual recorded for asbestos claims constitutes management's best
          estimate of such costs for pending and future claims that are probable
          and estimable.  The Company cautions,  however, that this estimate may
          be  influenced  by changes  in the  litigation  environment  and other
          factors  which may vary as claims are filed and  settled or  otherwise
          disposed  of.  Accordingly,  these  matters,  if  resolved in a manner
          different  from the  estimate,  could  have a  material  effect on the
          operating  results  or cash flows in future  periods.  While it is not
          possible  to predict  with  certainty  the  ultimate  outcome of these
          lawsuits and contingencies,  the Company believes,  after consultation
          with counsel, that resolution of these matters is not expected to have
          a material adverse effect on the Company's financial position.

          The  Company  is also  subject  to various  lawsuits  and claims  with
          respect to matters such as governmental and environmental  regulations
          and other actions arising out of the normal course of business.  While
          the impact on future  financial  results is not subject to  reasonable
          estimation  because   considerable   uncertainty  exists,   management
          believes, after consulting with counsel, that the ultimate liabilities
          resulting from such lawsuits and claims will not materially affect the
          consolidated results, liquidity or financial position of the Company.


                                       10


<PAGE>


                        Crown Cork & Seal Company, Inc.


J.        Recent Accounting Pronouncements
          --------------------------------

          In September 2000, the Financial  Accounting  Standards Board ("FASB")
          issued  SFAS No. 140,  "Accounting  for  Transfers  and  Servicing  of
          Financial Assets and  Extinguishments of Liabilities (a replacement of
          FASB  Statement  No.  125)." SFAS No. 140 revises the  accounting  for
          securitization  transactions  and other transfers of financial  assets
          and collateral and requires  certain  disclosures.  These  disclosures
          include  information about  securitized  assets,  including  principal
          outstanding   and  related   accounting   policies.   The   accounting
          requirements of the standard are effective for transfers and servicing
          of financial assets and extinguishment of liabilities  occurring after
          March 31, 2001,  and must be applied  prospectively.  The Company does
          not expect the  requirements of the standard to have a material impact
          on its financial position or results of operations in future periods.


                                       11

<PAGE>


                        Crown Cork & Seal Company, Inc.

                         PART I - FINANCIAL INFORMATION


Item 2.   Management's   Discussion  and  Analysis of  Financial  Condition  and
          Results  of   Operations  (in  millions,  except   share,  per  share,
          employee, shareholder and statistical data)

          Introduction
          ------------

          The  following  discussion   presents  management's  analysis  of  the
          results of  operations  for the three  months  ended  March 31,  2001,
          compared  to the  corresponding  period  in 2000  and the  changes  in
          financial  condition  and  liquidity  from  December  31,  2000.  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, 2000, 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, 2001 was a loss of $46, or $.37 per share,  versus a gain of
          $21, or $.17 per share for the first  quarter of 2000.  Excluding  the
          cumulative  effect of the  accounting  change for the  adoption of FAS
          133, the loss for the first quarter of 2001 was $50 or $.40 per share.
          The decline in earnings  primarily  reflects lower operating income in
          North America and Europe and increased net interest expense.

          Net Sales
          ---------
          Net sales in the  quarter  of $1,658  were $41 or 2.4% below the prior
          year period.  Excluding the effect of foreign currency  translation of
          $67, net sales would have  increased $26 or 1.5% compared to the first
          quarter  of  2000.   Sales   from  U.S.   operations   accounted   for
          approximately  40% of  consolidated  net sales in the first quarter of
          both  years.   Sales  of  beverage   cans  and  ends   accounted   for
          approximately  31% and  sales  of food  cans and  ends  accounted  for
          approximately  28% of consolidated  sales in the first quarter of both
          years.

          An analysis of comparative net sales by operating division follows:

                                                 Net Sales
                                -----------------------------------------------
                                  First Quarter           Increase / (Decrease)
                                -----------------         ---------------------
             Division:           2001        2000            $           %
                                 ----        ----           ---         ---
             Americas          $  843      $  860         ($ 17)       (2.0)
             Europe               741         768         (  27)       (3.5)
             Asia-Pacific          74          71             3         4.2
             Corporate
                               ------      ------          ----        ----
                               $1,658      $1,699         ($ 41)       (2.4)
                               ======      ======          ====


          The decrease in 2001  Americas  Division net sales is primarily due to
          lower  food  can  volumes  in  North  America,  partially  due  to the
          bankruptcy  filing by a large  customer in the second quarter of 2000,
          and lower selling  prices in North  American  beverage  cans.  Overall
          division  beverage  can unit  volumes  were equal to the prior year as
          strong demand in Latin America  offset lower volumes in North America.
          Sales unit volume  increases in U.S.  beauty care  packaging,  plastic
          beverage bottles and plastic  beverage  closures were partially offset
          by lower volumes in aerosol cans and metal closures.



                                       12
<PAGE>



                        Crown Cork & Seal Company, Inc.


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

          Net sales in the European Division  decreased to $741 from $768 in the
          first  quarter  of  2000.   Excluding  $56  of  unfavorable   currency
          translation,  net sales  increased  $29 or 3.8%  versus the prior year
          period,  primarily  due to sales unit volume  increases.  Beverage can
          unit  volumes  increased  2.5%  with  strong  performances  throughout
          Southern  Europe.  Food  can  volumes  increased  1.0%,  primarily  in
          Benelux,  Eastern  Europe,  Germany  and the UK.  Aerosol  can volumes
          increased 8.1% with the UK showing the most improvement.  The plastics
          operations also contributed to the volume increases with  improvements
          in beverage  closures,  specialty  closures and health and beauty care
          packaging.

          Net sales in the Asia-Pacific Division increased to $74 as compared to
          $71 in the  first  quarter  of  2000.  Excluding  losses  of $4 due to
          currency  translation,  sales increased $7 due to increased sales unit
          volumes  across all products.  Overcapacity  in the China beverage can
          market continues to put pressure on selling prices.

          Selling and Administrative
          --------------------------

          Selling and administrative  expenses were $86 for the first quarter of
          2000 as compared  to $85 for the same  period of the prior  year.  The
          increase in the current  year was due to  employee  separation  costs,
          offset  by  reductions  due to  lower  manning  and  foreign  currency
          translation.

          Restructuring Charge
          --------------------

          During the first  quarter of 2001,  the  Company  provided  $4 for the
          costs  associated  with the  closure of a U.S.  food can  plant.  Also
          during the first quarter of 2001, the Company recorded a restructuring
          credit  of $2 for  the  reversal  of  severance  costs  related  to an
          original  restructuring  charge  of $47  provided  during  the  second
          quarter  of  2000.   The  Company   decided  not  to  pursue   certain
          restructuring  activities  in its  European  operations  that had been
          previously approved.

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

          Consolidated operating income was $51 as compared to $134 in the first
          quarter of 2000. Excluding restructuring,  operating income was $53 in
          the first quarter of 2001. Operating income,  excluding restructuring,
          as a percentage  to net sales was 3.2% in 2001 versus 7.9% in 2000. An
          analysis of operating income by division follows:

                                  Operating Income (excluding restructuring)
                              --------------------------------------------------
                               First Quarter               Increase / (Decrease)
                              ----------------             ---------------------
             Division:        2001        2000                 $            %
                              ----        ----               -----        -----
             Americas         $ 15        $ 75               ($60)        (80.0)
             Europe             60          76               ( 16)        (21.1)
             Asia-Pacific        5           6               (  1)        (16.7)
             Corporate       (  27)      (  23)              (  4)        (17.4)
                              ----        ----                ---          ----
                              $ 53        $134               ($81)        (60.4)
                              ====        ====                ===


          Americas Division operating income, excluding restructuring,  was 1.8%
          of net sales in 2001 as  compared to 8.7% for the same period of 2000.
          The  decrease in  operating  income was  primarily  due to (i) reduced
          selling prices in the North America beverage can market,  (ii) reduced
          U.S. food can volumes, (iii) increased resin costs, (iv) lower pension
          income in the U.S. and (v) higher energy costs.


                                       13


<PAGE>


                        Crown Cork & Seal Company, Inc.


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

          European Division operating income, excluding restructuring,  was 8.1%
          of net sales in the first quarter of 2001 as compared to 9.9% in 2000.
          The  decrease  in 2001 was due to (i)  cost/price  pressure in certain
          food  operations,  (ii) increased resin costs and (iii) pressure on UK
          selling  prices due to the  relative  weakness of the euro;  partially
          offset by sales unit volume  increases  throughout most product lines.

          Asia-Pacific  Division  operating  income  decreased  $1 versus  2000,
          primarily due to selling  price  decreases  in the China and Southeast
          Asia beverage can markets, partially offset by sales unit volume gains
          and cost reductions.

          Net Interest Expense
          --------------------

          Net  interest  expense  increased  $21 in  2001  as  compared  to 2000
          primarily due to higher  interest  rates.  During the third and fourth
          quarters of 2000 the Company's  ability to access the commercial paper
          market was eliminated due to downgrades in its credit  ratings.  Since
          that  time  the  Company  has  funded  its   operations   through  its
          multicurrency  credit  facility  and a new term loan which have higher
          rates.  The  multicurrency  credit  facility,  which was  amended  and
          restated in March of 2001, is discussed more fully under Liquidity and
          Capital Resources.

          Translation and Exchange Adjustments
          ------------------------------------

          The  results  for 2001  included  losses  of $2 and $1 in  Brazil  and
          Turkey,  respectively,  in connection with currency  devaluations that
          occurred during the quarter.

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

          The  effective  tax  rate for the first  quarter  of 2001 was 18.0% as
          compared   to  41.3%   for  the  same   period   in  2000.   Excluding
          non-deductible  goodwill  amortization  of $29, the first quarter 2001
          effective tax rate was  approximately  34%. The effective tax rate for
          the first three months of 2000,  excluding  goodwill  amortization  of
          $30,  was  25%.  The  lower  rate in  2000  was  primarily  due to the
          reduction  of a  valuation  allowance  of $4 for  net  operating  loss
          carryforwards in Mexico.

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

          The charge for minority interests,  net of equity earnings was $4 less
          in 2001  than in the prior  year.  The  reduction  in the  charge  was
          primarily  due to the  purchase,  in the third quarter of 2000, of the
          minority interests in the Company's Asia Limited subsidiaries.



                                       14
<PAGE>


                        Crown Cork & Seal Company, Inc.


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

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

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

          Cash of $284 was used by operations  in 2001 versus $203 in 2000.  The
          increase was due to reduced  operating  income and increased  payments
          for  interest,  including  prepayments  made in  connection  with  the
          Company's amended and restated  multicurrency  credit facility and new
          term loan.  These items were  partially  offset by an  improvement  in
          working capital, including increased asset securitization proceeds.

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

          Investing  activities  used cash of $52 in the first  quarter  of 2001
          compared to $49 in the prior year period. The increased use of cash is
          due to lower  proceeds  from asset  sales of $8,  and other  investing
          activities of $5, partially offset by lower capital spending of $10.

          The Company is reviewing  various strategic  alternatives  which could
          include the sale of assets. The timing of any such sales, the proceeds
          to be received,  and any gain or loss on disposal cannot be determined
          at this time.   Net  proceeds  received from such dispositions will be
          used to reduce outstanding debt pursuant to the terms of the Company's
          multicurrency revolving credit facility which is referenced below.

          Financing Activities
          --------------------

          Financing  activities  provided cash of $246 in the first quarter,  an
          increase of $8 over the prior year period.  Increased  borrowings were
          required due to lower  operating  cash flows offset by the  suspension
          of dividend prepayments and stock repurchases.

          On  March  2,  2001  the  Company  amended  and  restated  its  $2,500
          multicurrency  revolving  credit facility and obtained a new $400 term
          loan. The amended and restated credit facility bears interest at LIBOR
          plus 2.5% and the maturity date has been extended to December 8, 2003.
          The term loan bears  interest at LIBOR plus 3.5% and matures  February
          4, 2002.

          Total debt, net of cash and cash  equivalents  was $5,348 at March 31,
          2001, an increase of $381 above the December 31 level of $4,967. Total
          debt,  net of cash  and cash  equivalents,  as a  percentage  to total
          capitalization  was 71.9% at March 31,  2001 as  compared  to 68.3% at
          December 31, 2000. Total  capitalization  is defined by the Company as
          total debt, minority interests and shareholders' equity.

          The  increase in total debt,  net of cash and cash  equivalents,  from
          December 31, 2000 is primarily  due to the funding of working  capital
          requirements through the Company's multicurrency credit facility and a
          new term loan.  The  increase in total debt as a  percentage  of total
          capitalization  was also  affected  by a  reduction  in  shareholder's
          equity due to negative currency  translation  adjustments in the first
          quarter of 2001.

          On March 13,  2001,  Standard & Poor's  lowered the  Company's  senior
          implied rating to BB- from BB and senior  unsecured debt to B from BB.
          On April 17, 2001, Moody's lowered the Company's senior implied rating
          to B3 from B2 and  senior  unsecured  to Caa3 from B2.  Both  agencies
          assigned a negative outlook.



                                       15
<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, the discussion of the asbestos activities in Note I 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,  2000,  which are not  historical  facts  (including  any
          statements  concerning  plans and  objectives of management for future
          operations or economic  performance,  or assumptions related thereto),
          are  "forward-looking  statements"  within the  meaning of the federal
          securities laws. In addition,  the Company and its representatives may
          from time to time make other oral or written statements which are also
          "forward-looking statements".

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

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

          A discussion of important  factors that could cause the actual results
          of  operations  or  financial  condition of the Company to differ from
          expectations has been set forth in the Company's Annual Report on Form
          10-K for the year ended  December  31,  2000  within  Part II, Item 7;
          "Management's  Discussion  and  Analysis of  Financial  Condition  and
          Results of Operations" under the caption "Forward Looking  Statements"
          and is incorporated herein by reference.  Some of the factors are also
          discussed  elsewhere  in this Form 10-Q and in prior  Company  filings
          with the SEC. In addition, other factors have been or may be discussed
          from time to time in the Company's SEC filings.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          As of March 31,  2001  there  have  been no  material  changes  in the
          Company's market risk exposure as described in Management's Discussion
          and Analysis contained in the Company's Annual Report on Form 10-K for
          the year ended December 31, 2000.


                                       16

<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 26, 2001.
          The matters voted upon and the results of the votes are as follows:
<TABLE>
<CAPTION>

                                                                  - - - VOTES - - -
                                                       ---------------------------------------

          (1)     Election of the Board of Directors
                  <S>                                  <C>                           <C>
                                                           For                       Withheld
                                                           ---                       --------
                  Jenne K. Britell                     100,042,530                   1,614,459

                  John W. Conway                        99,971,146                   1,685,843

                  Arnold W. Donald                     100,043,028                   1,613,961

                  Marie L. Garibaldi                   100,020,386                   1,636,603

                  John B. Neff                         100,030,300                   1,626,689

                  James L. Pate                        100,024,271                   1,632,718

                  Thomas A. Ralph                      100,004,944                   1,652,045

                  Alan W. Rutherford                    99,969,688                   1,687,301

                  Harold A. Sorgenti                    99,991,071                   1,665,918
</TABLE>



          (2)     Resolution  for the  adoption of the  2001  Crown  Cork & Seal
                  Company, Inc. Stock-Based Incentive Compensation Plan

                     For                   Withheld                Abstain
                  ----------              ----------               -------
                  87,394,144              13,842,680               420,165



          (3)     Shareholder Proposal to Maximize Value

                    For                Withheld             Abstain / Non-Vote
                  ---------            ----------           ------------------
                  5,451,417            62,979,891              33,225,681



                                       17


<PAGE>



                        Crown Cork & Seal Company, Inc.


Item 5.   Other Information

                    The Company  announced on  May 1, 2001 that Frank J. Mechura
                    has been promoted to Executive Vice President of the Company
                    as well as  President of the  Americas  Division,  effective
                    immediately.

Item 6.   Exhibits and Reports on Form 8-K

          a)        Exhibits

                     3.1     Amended and  Restated  By-Laws of Crown Cork & Seal
                             Company, Inc.

                    10.a.    Retirement   Agreement,   dated   January 4,  2001,
                             between Crown Cork & Seal Company, Inc. and William
                             J. Avery.

                    10.b.    Consulting  Agreement,  dated  February  22,  2001,
                             between Crown Cork & Seal Company, Inc. and William
                             J. Avery.

                    10.c.    Crown Cork & Seal  Company,  Inc. 2001  Stock-Based
                             Incentive  Plan,  dated as of  February  22,  2001,
                             (incorporated  by  reference  to  the  Registrant's
                             Definitive Proxy  Statement on  Schedule 14A, filed
                             with the  Securities  and  Exchange  Commission  on
                             March 27, 2001 (File No. 1-2227)).


           b)       Reports on Form 8-K

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



                                       18


<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/ Thomas A. Kelly
                                         ---------------------------------------
                                         Thomas A. Kelly
                                         Vice President and Corporate Controller



Date:    May 11, 2001
         ------------









                                       19