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


                                 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, 2000

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

           FOR THE TRANSITION PERIOD FROM ________ TO _________

                         COMMISSION FILE NUMBER 1-2227

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


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

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

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

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

There were 128,106,916 shares of Common Stock outstanding as of April 20, 2000.


================================================================================
<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,                                                         2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
Net sales                                                                       $     1,640        $     1,794
                                                                                -----------        -----------
Cost, expenses & other income

Cost of products sold, excluding depreciation and amortization                        1,293              1,418
  Depreciation                                                                           97                101
  Amortization                                                                           31                 32
  Selling and administrative expense                                                     85                 91
  Gain on sale of assets                                                                                    (2)
  Interest expense                                                                       92                 93
  Interest income                                                                        (4)                (8)
  Translation and exchange adjustments                                                                       9
                                                                                -----------        -----------
                                                                                      1,594              1,734
                                                                                -----------        -----------

Income before income taxes                                                               46                 60

Provision for income taxes                                                               19                 28
Minority interest, net of  equity earnings                                               (4)                 2
                                                                                -----------        -----------

Net income                                                                               23                 30

Preferred stock dividends                                                                 2                  4
                                                                                -----------        -----------


Net income available to common shareholders                                     $        21        $        26
                                                                                ===========        ===========

Basic and diluted earnings per average common share                             $       .17        $       .21
                                                                                ===========        ===========

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

                  Basic                                                         123,870,438        122,326,336

                  Diluted                                                       128,569,627        129,957,939

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

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


                                       2


<PAGE>


                        Crown Cork & Seal Company, Inc.



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

---------------------------------------------------------------------------------------------------------------
                                                                                   March 31,       December 31,
                                                                                     2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
Current assets
     Cash and cash equivalents                                                  $       245        $       267
     Receivables                                                                      1,210              1,166
     Inventories                                                                      1,454              1,312
     Prepaid expenses and other current assets                                           98                 96
                                                                                -----------        -----------
             Total current assets                                                     3,007              2,841
                                                                                -----------        -----------


Long-term notes and receivables                                                          26                 27
Investments                                                                             160                178
Goodwill, net of amortization                                                         4,116              4,228
Property, plant and equipment                                                         3,134              3,255
Other non-current assets                                                              1,039              1,016
                                                                                -----------        -----------
             Total                                                              $    11,482        $    11,545
                                                                                ===========        ===========

Liabilities and shareholders' equity
Current liabilities
        Short-term debt                                                         $     1,605        $     1,362
        Current maturities of long-term debt                                            166                169
        Accounts payable and accrued liabilities                                      1,691              1,803
        United States and foreign income taxes                                           79                 80
                                                                                -----------        -----------
             Total current liabilities                                                3,541              3,414
                                                                                ===========        ===========


Long-term debt, excluding current maturities                                          3,533              3,573
Postretirement and pension liabilities                                                  681                686
Other non-current liabilities                                                           660                686
Minority interests                                                                      288                295
Shareholders' equity                                                                  2,779              2,891
                                                                                -----------       ------------
             Total                                                              $    11,482       $     11,545
                                                                                ===========       ============

Book value per common share                                                     $     21.69       $      22.46

---------------------------------------------------------------------------------------------------------------
</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,                                                       2000            1999
---------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>
Cash flows from operating activities

   Net income                                                                   $     23        $     30
   Depreciation and amortization                                                     128             133
   Gain on sale of assets                                                                             (2)
   Change in assets and liabilities, other than debt                                (354)           (396)
                                                                                --------        --------
        Net cash used in operating activities                                       (203)           (235)
                                                                                --------        --------

Cash flows from investing activities
   Capital expenditures                                                              (57)            (82)
   Proceeds from sale of property, plant and equipment                                 9              11
   Other, net                                                                         (1)             (2)
                                                                                --------        --------
        Net cash used in investing activities                                        (49)            (73)
                                                                                --------        --------

Cash flows from financing activities
   Proceeds from long-term debt                                                        2               4
   Payments of long-term debt                                                        (24)            (50)
   Net change in short-term debt                                                     301             406
   Stock  repurchased                                                                 (9)             (1)
   Dividends paid                                                                    (32)            (34)
   Minority contributions, net of dividends paid                                                      (2)
                                                                                --------        --------
        Net cash provided by financing activities                                    238             323
                                                                                --------        --------

Effect of exchange rate changes on cash and cash equivalents                          (8)            (23)
                                                                                --------        --------

Net change in cash and cash equivalents                                              (22)             (8)
Cash and cash equivalents at beginning of period                                     267             284
                                                                                --------        --------
Cash and cash equivalents at end of period                                      $    245        $    276
                                                                                ========        ========


---------------------------------------------------------------------------------------------------------
</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      |    Stock     Stock    Capital    Earnings     Stock       Income/(Loss)     Total
----------------------------------------------|-------------------------------------------------------------------------------------
<S>                              <C>               <C>        <C>      <C>        <C>         <C>             <C>           <C>
                                              |
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 income/(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
==============================================|=====================================================================================
                                              |                                                            Accumulated
                                              |                                                              Other
                               Comprehensive  |  Preferred   Common   Paid-In    Retained    Treasury     Comprehensive
                                  Income      |    Stock     Stock    Capital    Earnings     Stock       Income/(Loss)     Total
----------------------------------------------|-------------------------------------------------------------------------------------
Balance at December 31, 1998                  |    $351       $779     $1,340     $1,250      ($167)          ($578)        $2,975
Net income                      $   30        |                                       30                                        30
Translation adjustments           (140)       |                                                                (140)          (140)
                                ------        |
Comprehensive income/(loss)    ($  110)       |
                                              |
Dividends declared:                           |
  Common                                      |                                      (31)                                      (31)
  Preferred                                   |                                       (4)                                       (4)
Stock repurchased                             |                            (1)                                                  (1)
----------------------------------------------|-------------------------------------------------------------------------------------
Balance at March 31, 1999                     |    $351       $779     $1,339     $1,245      ($167)          ($718)        $2,829
====================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       5


<PAGE>


                        Crown Cork & Seal Company, Inc.



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


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

         The accompanying unaudited interim consolidated and condensed financial
         statements  have been prepared by the Company in  accordance  with Form
         10-Q  instructions.  In the opinion of management,  these  consolidated
         financial  statements  contain  all  adjustments  necessary  to present
         fairly the financial position of Crown Cork & Seal Company,  Inc. as of
         March 31, 2000,  and the results of its  operations  and cash flows for
         the periods ended March 31, 2000 and 1999, 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, 1999.

B.       Earnings Per Share
         ------------------

         The following table summarizes the basic and diluted earnings per share
         computations   for  the  period   ended   March  31,   2000  and  1999,
         respectively:
<TABLE>
<CAPTION>

                                                         2000                              1999
                                             -------------------------          -------------------------
                                                        Average                           Average
         Quarter                             Income     Shares     EPS          Income     Shares     EPS
         -------                             -------------------------          -------------------------
         <S>                                 <C>        <C>       <C>           <C>       <C>        <C>

         Net Income                          $ 23                               $ 30
            Less:
               Preferred stock dividends       (2)                                (4)
                                             ----                               ----
         Basic EPS                           $ 21       123.9     $.17          $ 26      122.3      $.21

         Potentially dilutive securities
              Stock options
                                             ----       -----                   ----      -----
         Diluted EPS                         $ 21       123.9     $.17          $ 26      122.3      $.21
                                             ====       =====                   ====      =====
</TABLE>


         Excluded from the  computation  of diluted  earnings per share for  the
         quarters  ended  March  31,  2000 and  1999  were  4.7 and  7.6  common
         shares,  respectively,   resulting  from  the  assumed   conversion  of
         preferred  stock.   This   conversion  would  have  been  antidilutive.

         Common  shares  contingently  issueable  upon  the  exercise  of  stock
         options, amounting to 8,085,165 and 6,123,621  shares at March 31, 2000
         and 1999, respectively, were  excluded  from the computation of diluted
         earnings per share because the  grant  prices of the  then  outstanding
         options was below the average market price for the related period.


                                       6

<PAGE>
                        Crown Cork & Seal Company, Inc.


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

                     -----------------------------------------------------------
                                                     March 31,      December 31,
                                                       2000             1999
                     -----------------------------------------------------------
                     Finished goods                  $  635           $  503
                     Work in process                    179              174
                     Raw material and supplies          640              635
                                                     ------           ------
                                                     $1,454           $1,312
                                                     ======           ======



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

         During 1998, the Company  provided $179 for the costs associated with a
         plan to close thirteen plants and reorganize three  additional  plants.
         Included  in this  restructuring  provision  was the cost of  providing
         severance and related benefits estimated at $99, covering the reduction
         of approximately 2,900 employees, 1,900 of whom were involved in direct
         manufacturing  operations, a charge of $60 reflecting the impairment of
         property,  plant and  equipment  principally  located  in the  Americas
         Division and other non-recurring  costs estimated at $20.  During 1999,
         management  decided  not to close one of the plants  identified  in the
         1998  provision  and,  accordingly,  reversed  the  reserve  previously
         established  to  income.  The  Company  closed  one plant in Europe and
         reorganized certain research and development  functions worldwide.  The
         impact of these 1999  adjustments  was a net credit to income of $7, of
         which $6 covered reduced  severance costs and employee  benefits and $1
         was  for  lower  exit  costs.  The  Company  estimates  that  the  1998
         restructuring program will generate  after-tax savings of approximately
         $59 ($.45 per  share) on an  annualized  basis when  fully  implemented
         after giving effect to the reversal discussed above.

         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
         2000 were as follows:

<TABLE>
<CAPTION>

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

         Opening balance............................        $  14          $  7         $  21
         Payments made..............................           (5)           (1)           (6)
         Other movements *..........................           (1)                         (1)
                                                            -----          ----         -----
         Closing balance............................        $   8          $  6         $  14
                                                            =====          ====         =====
<FN>

         *  includes translation adjustments
</FN>
</TABLE>

         During the  first quarter of  2000, payments of  $5 were made primarily
         related  to  termination    benefits  under  contractual   arrangements
         covering previously terminated employees.  Payments of $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


                                       7

<PAGE>

                        Crown Cork & Seal Company, Inc.


         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 were $65 and $76
         during the three  months  ended March 31, 2000 and 1999,  respectively.
         Cash payments for income taxes  amounted to $6 and $15 during the three
         months ended March 31, 2000 and 1999,  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 March 31,
                                                       -----------------------
         2000                 Americas       Europe       Asia-Pacific       Other       Total
         ----                 --------       ------       ------------       -----       -----
         <S>                  <C>            <C>             <C>             <C>        <C>

         External sales       $  830         $  740          $   70                     $1,640
         Segment income           75             76               6          ($23)         134

         1999
         ----
         External sales          871            835              88                      1,794
         Segment income           76             86               9           (19)         152

</TABLE>



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

                                                 Three Months Ended March 31,
                                                 ----------------------------
         INCOME                                      2000            1999
                                                 ----------------------------
         Total segment income                        $134            $152
         Interest expense                              92              93
         Interest income                               (4)             (8)
         Gain on sale of assets                                        (2)
         Translation & exchange adjustments                             9
                                                     ----            ----
                   Consolidated pre-tax income       $ 46            $ 60
                                                     ====            ====

                                       8

<PAGE>

                        Crown Cork & Seal Company, Inc.


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 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 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 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.  The  Company
         cautions,  however,  that inherent in its estimate of  liabilities  are
         expected  trends in claim  severity,  frequency 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 or liquidity.

         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.

H.       Recent Accounting Pronouncements
         --------------------------------

         Recently   issued    accounting    pronouncements   include   Financial
         Interpretation  ("FIN") No. 44  "Accounting  for  Certain  Transactions
         involving Stock  Compensation:  An  Interpretation  of APB Opinion  No.
         25,"  issued by  the Financial  Accounting  Standards Board ("FASB") in
         March  2000,  Staff  Accounting  Bulletin  ("SAB")  No.  101   "Revenue
         Recognition  in Financial  Statements,"  issued by  the  Securities and
         Exchange  Commission  ("SEC")  in  December  1999  and  SFAS  No.  133,
         "Accounting  for   Derivative  Instruments  and   Hedging  Activities,"
         issued by the FASB in June 1998.

         SAB  No. 101 provides  guidance on the  recognition,  presentation  and
         disclosure  of  revenue  in  the  financial  statements.  SAB  No.  101
         outlines the basic  criteria  that  must be met to  recognize  revenue.
         Adoption of SAB No. 101,  as amended by SAB No.  101A,  is  required by
         the second  quarter  of 2000,  and  early  adoption  is  permitted. The
         Company is  currently  evaluating  the guidelines in this SAB, but does
         not expect that it will have an impact on its results of operations.

         FIN No. 44, among other issues, clarifies the application of Accounting
         Principles  Board  ("APB")  No.  25  regarding  (1) the  definition  of
         employee  for  purposes of applying  APB No. 25, (2) the  criteria  for
         determining whether a plan qualifies as a noncompensatory plan, (3) the
         accounting  consequences  of  various  modifications  to the  terms  of
         previously fixed stock options or awards, and (4) the accounting for an
         exchange of stock compensation  awards in a business  combination.  FIN
         No.  44 will  be  effective  July  1,  2000.  However,  certain  of the


                                       9

<PAGE>

                        Crown Cork & Seal Company, Inc.


         conclusions  included in the  interpretation  apply to events occurring
         after  December  15, 1998 or January 12,  2000.  The  December 15, 1998
         effective  date  applies  prospectively  after  July  1,  2000  to  the
         accounting for certain exercise price modifications made after December
         15,  1998  and  for the  definition  of an  employee  for  purposes  of
         determining  eligibility  to apply APB No. 25 to  accounting  for stock
         option grants to such persons where the grant  occurred  after December
         15, 1998. Management is currently evaluating the effect FIN No. 44 will
         have on its financial position or results of operations.

         In June 1999 the FASB issued SFAS No.  137, an  amendment  to SFAS  No.
         137  effectively  deferred the  transition date to January 1, 2001 from
         January 1, 2000.  SFAS No. 133  establishes  accounting  and  reporting
         standards for derivative  instruments and for hedging  activities.  The
         statement requires that all derivatives are recognized as either assets
         or liabilities in the statement of financial  position and are measured
         at their fair values.  The  standard  also  significantly  changes  the
         requirements for hedge accounting.   The  Company continues to evaluate
         the  requirements of this standard and is preparing  an  implementation
         plan.

I.       Foreign Currency Risk
         ---------------------

         The  Company  manages  its  risk to  adverse  fluctuations  in  foreign
         exchanges  rates through the use of a netting  strategy  which  matches
         foreign currency assets and liabilities  whenever  possible and the use
         of  financial  instruments.  These  financial  instruments  are foreign
         currency  contracts, such as  swaps and  forwards.  At  March 31, 2000,
         the  Company  had   outstanding   contracts,   primarily  in   European
         currencies, Singapore dollars, Canadian dollars and  U.S. dollars (both
         buy and sell) for an aggregate  notional  amount of $1,520 compared  to
         $1,336 at December 31, 1999.  Based on exchange rates at March 31, 2000
         and the  maturity  dates of the  various  contracts,  the fair value of
         these items at March 31, 2000 was approximately $10  below the contract
         notional  value.  Gains and  losses  resulting  from contracts that are
         designated  and effective as hedges are  recognized in the same  period
         as the underlying hedged transaction.


                                       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 months ended March 31, 2000,  compared to
         the corresponding period in 1999 and the changes in financial condition
         and liquidity from December 31, 1999. 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, 1999,  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,  2000 was $21,  a  decrease  of $5 or 19.2%  when  compared  to the
         respective  prior  year  amount  of  $26.  Earnings  per  common  share
         decreased  $.04 or 19.0% to $.17 from $.21 a year earlier.  The decline
         in earnings  primarily reflects  lower net sales of both  beverage cans
         in North America and food cans in Europe as well as the impact from the
         continued  strengthening  of  the  U.S.  dollar  against  many  foreign
         currencies.  Competitive market conditions from 1999 continued into the
         first quarter of 2000. In the U.S., a  beverage  can competitor decided
         to maintain substantial excess  capacity  prior  to  recently  agreeing
         to  sell out to  another  competitor.  This  competitor's  decision has
         contributed  to  near-term  price and  volume  pressure.  The Company's
         European food  can  business  remains  profitable,  but  we expect that
         pricing  and   volume  will   remain   challenging  in  the  near-term.
         Management is also cautious about possibly higher interest rates during
         the remainder of 2000.

         Net Sales
         ---------

         Net sales in the quarter  decreased  $154 or 8.6% to $1,640 from $1,794
         in  1999  due  primarily  to  foreign  exchange  translation,  business
         divestitures  and lower sales unit  volumes of  beverage  cans in North
         America  and of  food  cans in  Europe.  Foreign  exchange  translation
         reduced  net sales by $68 in the first  quarter of 2000 as  compared to
         the  same  period  in 1999.  During  1999,  the  Company  divested  its
         composite can operations in the U.S., its Golden Aluminum facilities in
         the U.S. and a  majority  portion  of its  South  African  beverage can
         business.  Divested  operations  contributed  $35 to net  sales in the
         first  quarter of  1999.  Excluding  the  effects  of foreign  currency
         translation  and  businesses  divested,  net sales would have been 2.8%
         lower than in the first  quarter of 1999.  Sales from  U.S.  operations
         decreased  by 7.1% and those in  non-U.S.  markets  decreased  by 9.5%.
         U.S. sales accounted for  approximately  40% of consolidated  net sales
         in the first quarter of both 2000 and 1999.  Sales of beverage cans and
         ends as a percentage of consolidated  net sales increased to 31.0% from
         29.4% and sales of food cans and ends decreased in the first quarter to
         28.5% from 31.3% compared to the first quarter of 1999.


                                     11


<PAGE>


                        Crown Cork & Seal Company, Inc.


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


         An analysis of comparative net sales by operating division follows:

                                                  Net Sales
                                 -----------------------------------------------
                                    First Quarter          Increase / (Decrease)
                                 ------------------        ---------------------
         Division:                2000        1999            $           %
                                 ------      ------         ------     ------
         Americas                $  830      $  871         ($41)       (4.7)
         Europe                     740         835          (95)      (11.4)
         Asia-Pacific                70          88          (18)      (20.5)
         Other
                                 ------      ------         ------
                                 $1,640      $1,794         ($154)      (8.6)
                                 ======      ======         ======

         The decrease in 2000  Americas  Division net sales is primarily  due to
         operations  divested of $21 and to lower sales unit volumes of beverage
         and  food  cans  in  North  America.  Plastic  beverage  and  specialty
         closure  sales unit  volumes  grew by 13.0% and 23.7%, respectively, in
         the first quarter.  North American aerosol can sales unit volumes  were
         3.0% higher, while PET beverage container volume slipped  2.3% compared
         to the first quarter of 1999.  The  Company's  Risdon-AMS  beauty  care
         packaging  business  benefited from increased  demand across all of its
         core products:  fragrance  pumps,  eyecare and lipsticks.  Beverage can
         volume  in  South  America  was up  34.4% in the  first  quarter  which
         reflects  the recovery of these  markets  from the early first  quarter
         1999 economic turmoil  resulting from the devaluation of Brazil's local
         currency against the U.S. dollar.

         Net  sales in the  European  Division  decreased  compared to 1999 as a
         result  of the  effects  of  the  continued  strengthening  of the U.S.
         dollar  against  the Euro  which  reduced  division  net  sales by $69,
         operations  divested of $14 and  lower sales unit  volumes of food cans
         across the Division.  Excluding  currency  translation  and  operations
         divested, net sales would have been 98.6% of the prior year level. Food
         can unit volumes were down 3.7% in the quarter as growth in Belgium and
         Central  Europe was offset by market  softness in the U.K. and Germany.
         Beer and  beverage  can volume was up 4.9%  across  the  division  with
         strong  demand in the U.K.,  Spain and northwest  Europe.  The Plastics
         sector enjoyed increased demand across most product lines, most notably
         beverage and specialty closures and health and beauty care packaging.

         Net sales in the Asia-Pacific Division decreased in 2000 as compared to
         1999  primarily  due to lower sales unit  volumes of beverage  cans and
         food cans. Beverage can volume was down 20% as customer demand remained
         very weak in China and northern  Vietnam,  offsetting good performances
         in Malaysia,  Singapore and Thailand.  Food can sales unit volumes were
         down  16%  across  the  division  with  the  majority  of  the  decline
         attributable   to  Thailand.   Although   the  overall  Thai   business
         environment remains healthy,  shipments of coffee and seafood cans were
         lower  than in the first  quarter  of 1999.  The  division  enjoyed  an
         increase  in unit  volume  shipments  of plastic  beverage  closures as
         demand was very strong in China and Thailand.

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

         Cost of products sold,  excluding  depreciation and  amortization,  was
         $1,293 for the quarter ended March 31, 2000, a decrease of $125 or 8.8%
         compared to $1,418 for the same period in 1999. The decrease  primarily
         reflects lower net sales as described above.

         As a percentage to net sales,  cost of products sold was 78.8% compared
         to 79.0% for the first quarter of 1999. 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 lower  net  sales  which in turn
         results in lower margin  contribution and by competitive  influences on
         selling prices across many product lines.


                                       12


<PAGE>


                        Crown Cork & Seal Company, Inc.


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


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

         Selling and  administrative  expenses  for the quarter  ended March 31,
         2000 were $85, a decrease of $6 or 6.6% from the first quarter of 1999.
         As a  percentage  to net sales,  selling and  administrative  expenses,
         excluding  depreciation,  were 5.2% in the first quarter as compared to
         5.1% for the  same  period  of  1999.  The  decrease  in 2000  costs is
         directly  related  to the  continuing  rationalization  of these  costs
         throughout the Company and the  appreciation of the U.S. dollar against
         the Euro.

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

         For the quarter  ended March 31, 2000,  consolidated  operating  income
         decreased $18 to $134 from $152 at March 31, 1999.  Operating income as
         a  percentage  to net sales was 8.2% for the first  quarter  of 2000 as
         compared to 8.5% in 1999. An analysis of operating  income by operating
         division follows:

                                                Operating Income
                                  ----------------------------------------------
                                    First Quarter          Increase / (Decrease)
                                  ----------------         ---------------------
         Division:                2000        1999             $           %
                                  ----        ----           ----        ----
         Americas                 $ 75        $ 76           ( 1)       ( 1.3)
         Europe                     76          86           (10)       (11.6)
         Asia-Pacific                6           9           ( 3)       (33.3)
         Other                     (23)        (19)          ( 4)       (21.1)
                                  ----        ----           ----
                                  $134        $152           (18)       (11.8)
                                  ====        ====           ====

         As a percentage of net sales,  Americas  Division  operating income was
         9.0% in the  first  quarter  of 2000 as  compared  to 8.7% for the same
         period in 1999. The increase in first quarter 2000 operating  margin as
         a percentage  to net sales was  primarily  due to (i)  continuing  cost
         savings  from the 1998  restructuring  program,  (ii) sales unit volume
         gains of aerosol  cans and  plastic  closures in North  America,  (iii)
         sales unit volume  gains of beauty  care  packaging  products  and (iv)
         sales unit volume gains of beverage  cans in South America which offset
         sales unit volume  declines of beverage and food cans in North America.
         The slight decrease in absolute  operating  margin is a result of lower
         net sales.

         European  Division  operating  income as a percentage  of net sales was
         10.3% in both the first  quarter of 2000 and the first quarter of 1999.
         The decrease in first quarter 2000  operating  income was primarily due
         to (i) sales unit volume decreases of food cans, (ii) the strengthening
         of the U.S. dollar against the Euro and (iii) the effect of competitive
         pricing  across  several  product  lines which offset sales unit volume
         gains  of (i)  beer  and  beverage  cans,  (ii)  plastic  beverage  and
         specialty closures and (iii) health and beauty care packaging products.
         While  pricing  remains  competitive  across many  product  lines,  the
         Company has been able to  partially  offset  these  pricing  situations
         through  restructuring,  capital expenditure and other cost improvement
         programs.

         In the first  quarter  of 2000,  operating  income in the  Asia-Pacific
         Division was 8.6% of net sales as compared to 10.2% for the same period
         in 1999.  The  decrease  in 2000  operating  income and margins was due
         primarily to sales unit volume  decreases of (i) beverage cans in China
         and (ii) food cans in Thailand  offsetting  sales unit volume increases
         of (i)  beverage  cans in  Malaysia,  Singapore  and  Thailand and (ii)
         plastic beverage closures in China and Thailand.



                                       13

<PAGE>


                        Crown Cork & Seal Company, Inc.


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


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

         Net interest expense was $88 in the first quarter, an increase of $3 or
         3.5%  compared to first  quarter 1999 net interest  expense of $85. The
         increase in net interest expense is due primarily to (i) lower interest
         income,  a result of lower invested cash  balances,  and (ii) generally
         higher  interest  rates which have offset the effect of (i) lower total
         debt and (ii) the effect of foreign  currency  translation.

         Gain on Sale of Assets
         ----------------------

         During the first  quarter of 2000,  the  Company  realized  $4 of gains
         resulting  from the sale of real  estate in  Spain.  The  Company  also
         recognized losses of  approximately  $4 on other  real  estate and
         machinery and equipment.

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

         The  effective  tax rate in the  first  quarter  of 2000  was  41.3% as
         compared  to 46.7% for the same  period of 1999.  The  decrease  in the
         effective rate is due to (i) the  non-deductible  1999 foreign exchange
         loss in Brazil of $9 which did not recur in the first  quarter of 2000,
         (ii)  increased  pre-tax  income in other lower tax rate  countries  in
         South  America  and  Asia  and  (iii)  the  reduction  of a  previously
         established   valuation   allowance  of  $4  for  net  operating   loss
         carryforwards in Mexico. This benefit was realized in the first quarter
         of 2000.

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

         The charge for minority interests, net of equity earnings, increased by
         $2 in the first  quarter of 2000 over 1999.  This  increase  was due to
         improved  results  in Brazil  and  Colombia  partially  offset by lower
         profits in  the  Company's  consolidated  joint  ventures in  China and
         Morocco.


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

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

         Net cash of $203 was used by  operating  activities  during  the  three
         months  ended  March 31,  2000 as compared to cash used of $235 for the
         same  period  in 1999.  The $32  improvement  is due to  lower  working
         capital employed, a result of better working capital management in 1999
         which has carried  into  2000.   For the  three months ended  March 31,
         1998, the Company used net cash of $325 from operating activities.

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

         Investing  activities  used cash of $49 during the quarter  ended March
         31, 2000 compared with cash used of $73 for the same period of 1999 and
         cash used of $147 for same period of 1998. Capital expenditures for the
         first  quarter  of 2000 were $57,  a  decrease  of $25 as  compared  to
         capital  expenditures  of $82 during the same  period of 1999.  Capital
         expenditures  totaled  $113 in the first  quarter of 1998.  The Company
         intends to limit its capital spending to no more than $300 in 2000. The
         Company  will  continue  to  evaluate  projects  which  provide  growth
         opportunities and those that develop new technologies.



                                       14

<PAGE>


                        Crown Cork & Seal Company, Inc.


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


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

         Financing  activities  provided  cash  of  $238  in the  first  quarter
         compared with cash provided of $323 in the first quarter of 1999. Lower
         working  capital  employed  has been  maintained  throughout  the first
         quarter  of 2000  and,  as  such,  the  increase from December 31, 1999
         in commercial paper borrowings in the  first  quarter  of 2000 is lower
         than in the first quarter of 1999.

         Total  debt,  net of cash and cash  equivalents,  at March 31, 2000 was
         $5,059 and  represents  an increase of $222 above the December 31, 1999
         level of $4,837.  Total debt,  net of cash and cash  equivalents,  as a
         percentage  to total  capitalization  was  62.3% at March  31,  2000 as
         compared to 60.3% at December 31, 1999. 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, 1999 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 impacted by a reduction in shareholders' equity
         due to negative currency  translation  adjustments in the first quarter
         of 2000.

         Recent Accounting Pronouncements
         --------------------------------

         The  Company is  currently  reviewing the  guidelines of  the following
         accounting and reporting  pronouncements: SFAS No. 133, "Accounting for
         Derivative  Instruments and Hedging  Activities," issued by the FASB in
         June 1998; SAB No. 101, "Revenue  Recognition in Financial Statements,"
         issued  by  the  SEC in  December 1999 and  FIN No. 44, "Accounting for
         Certain Transactions Involving Stock Compensation: An Interpretation of
         APB  Opinion No. 25, " issued  by  the FASB in  March 2000.  Details of
         these  pronouncements  are  contained  in  Note H  to the  consolidated
         financial  statements which  appear on pages 9 and 10 of this Quarterly
         Report on Form 10-Q.  Management expects that  SAB 101 and  FIN 44 will
         not have a material  impact on the  Company's  financial  condition and
         results of operations.

         The  Company  continues to  review  SFAS No. 133  along  with a  recent
         proposed  amendment to  determine  the  extent of  its  impact  on  the
         Company's financial condition and results of operations.


         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.

         Based on  information  to date,  the  Company has not  experienced  any
         significant  Year  2000 or leap  year  problems.  Also,  the  Company's
         suppliers and  customers  have not  experienced  any Year 2000 problems
         which have had a significant impact on the Company.

         It is  possible  that the full  impact of the Year 2000 date change has
         not been  realized.  Year 2000 issues could arise within the  Company's
         mission  critical IT, embedded and other systems.  Also,  customers and
         suppliers could experience Year 2000 events.  As such, the Company will
         continue  to monitor  for  potential  Year 2000  issues both within the
         Company and among its critical  customers  and  suppliers.  Contingency
         plans,  developed to address potential  disruptions from unresolved Y2K
         issues,  will remain in place.  Based on  operations  since  January 1,
         2000,  management  does not  anticipate any  significant  impact on its
         ongoing business as a result of the Year 2000 issue.

                                       15

<PAGE>

                        Crown Cork & Seal Company, Inc.


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


         In  connection  with its Year  2000  project,  the  Company  has  spent
         approximately $19 of which $9 has been expensed.  The Company  does not
         anticipate  significant  future  costs  related to the  Year 2000 issue
         beyond those incurred through December 31, 1999. This spending does not
         include labor costs for employees assigned to the Year 2000 project, as
         it was not practicable to accumulate  such costs.  Funding for the Year
         2000  project  came from  operating  cash flows.

         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  currencies ( the "legacy
         currencies") and one common  currency,  the Euro. At that time the Euro
         began  trading on currency  exchanges  and was  available for financial
         transactions.  Beginning in January 2002, new Euro-denominated currency
         (bills  and  coins)  will be  issued,  and  legacy  currencies  will be
         withdrawn from circulation.

         The  largest  non-participating  country is the United Kingdom ("U.K.")
         which  provides  approximately 13% of the  Company's  revenues and is a
         major trading partner with the participating countries.   Due   to  the
         non-participation of the  U.K. in  the  Euro,  the competitive position
         of the  Company's  U.K.  operations  is subject to, among other things,
         fluctuations in the  exchange  rate  between  Euro and sterling.  Price
         competition  may  arise  from  imports into the  U.K. or from the U.K.
         operations exporting to the  European  continent.   At  March 31, 2000,
         approximately  63%  of  the  contract  notional  value  of  outstanding
         foreign exchange contracts involve the Euro, primarily with sterling.

         With the  convergence  of short-term  interest rates within the EU, the
         foreign  exchange  exposure  between the  currencies  of  participating
         countries has diminished  considerably.  The Company's foreign exchange
         exposure  management has systematically been adapted to this evolution,
         thereby benefiting from reduced hedging costs. The definitive fixing of
         the  exchange  rates  will  only make this  benefit  permanent.

         The Company has identified and substantially  addressed the significant
         issues that may have resulted or will result from the Euro  conversion.
         These issues include increased competitive pressures from greater price
         transparency,  changes in information  systems to  accommodate  various
         aspects of the new currency and exposure to market risk with respect to
         financial instruments.  The conversion to the Euro, including the costs
         of  implementation,  has  not been and is not expected to be  material.
         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 and that no material
         disruption of the Company's business will occur.

         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, 1999,  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".



                                       16

<PAGE>


                        Crown Cork & Seal Company, Inc.


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


         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,  1999  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,  2000  there  have  been no  material  changes  in the
         Company's  market  risk  exposure  as  described  in  the  Management's
         Discussion  and Analysis  contained in the  Company's  Annual Report on
         Form 10-K for the year ended December 31, 1999.


                                       17


<PAGE>


                        Crown Cork & Seal Company, Inc.


                          PART II - OTHER INFORMATION


Item 2.  Changes in Securities

         On February 26, 2000, 8,132,816 shares of the Company's 4.5% cumulative
         convertible preferred stock ("acquisition preferred"),  the amount then
         outstanding,  mandatorily  converted  into  7,410,297  shares of common
         stock.

         On February  14,  2000,  193,135  shares of the  Company's  acquisition
         preferred were converted into 175,975 shares of common stock.

Item 4.  Submission of Matters to Vote of Security Holders

         The Company's  Annual Meeting of Shareholders  was held April 27, 2000.
         The matters voted upon and the results of the votes are as follows:


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

         (1)     Election of the Board of Directors

                                                For                Withheld
                                                ---                --------

                William J. Avery            107,083,979            2,452,360

                Henry E. Butwel             106,233,026            3,303,313

                John W. Conway              107,194,850            2,341,489

                Arnold W. Donald            107,169,520            2,366,819

                Marie L. Garibaldi          107,130,711            2,405,628

                John B. Neff                107,191,478            2,344,861

                James L. Pate               107,160,249            2,376,090

                Thomas A. Ralph             106,072,820            3,463,519

                Alan W. Rutherford          107,152,545            2,383,794

                Harold A. Sorgenti          107,184,586            2,351,753

                Guy de Wouters              107,151,616            2,384,723


         (2)     Amendment to the Company's 1997 Stock-Based Incentive
                 Compensation Plan

                     For                    Withheld               Abstain
                 -----------                ---------              -------
                 103,215,036                5,636,683              684,620


Item 5.  Other Information

(1)      On February 25, 2000,  the Company's  Board of Directors  declared cash
         dividends of $.25 per share on the Company's  common  stock.  Dividends
         are payable on May 22, 2000 to shareholders of record on May 4, 2000.

                                       18


<PAGE>

                        Crown Cork & Seal Company, Inc.


Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                  10.   Crown  Cork  &  Seal   Company,  Inc.  1997  Stock-Based
                        Incentive   Compensation  Plan,  amended   and  restated
                        (incorporated   by   reference   to   the   Registrant's
                        Definitive  Additional  Material on  Schedule 14A  filed
                        with the Securities and Exchange Commission on April 13,
                        2000 (File No. 1-2227)).

                  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.



                                       19


<PAGE>

                        Crown Cork & Seal Company, Inc.




                                   SIGNATURE

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

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


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



         Date:      May 1, 2000
                    -----------




                                       20