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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 of             (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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


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 125,634,204 shares of Common Stock outstanding as of July 31, 2001.



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



<PAGE>


                        Crown Cork & Seal Company, Inc.



                         PART I - FINANCIAL INFORMATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In millions except share and per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------

Three months ended June 30,                                                          2001              2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>               <C>


Net sales                                                                        $    1,878        $    1,935
                                                                                 ----------        ----------


Costs, expenses & other income

  Cost of products sold, excluding depreciation and amortization                      1,543             1,552
  Depreciation                                                                           96                95
  Amortization                                                                           28                30
  Selling and administrative expense                                                     70                78
  Provision for restructuring and asset impairments                                       3                77
  Gain on sale of assets                                                        (         1)
  Interest expense                                                                      120                97
  Interest income                                                               (         5)      (         6)
  Translation and exchange adjustments                                                    3                 2
                                                                                 ----------        ----------
                                                                                      1,857             1,925
                                                                                 ----------        ----------

Income before income taxes                                                               21                10


Provision for income taxes                                                               14                 8
Minority interests, net of equity earnings                                      (         2)      (         6)
                                                                                 ----------        ----------

Net income / (loss)                                                              $        5       ($        4)
                                                                                 ==========        ==========

Earnings / (loss) per average common share:
  Basic and diluted                                                              $      .04       ($      .03)
                                                                                 ==========        ==========

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

Average common shares outstanding:

                  Basic                                                         125,635,607       127,433,082
                  Diluted                                                       125,635,607       127,433,082
---------------------------------------------------------------------------------------------------------------
</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 STATEMENTS OF OPERATIONS
                 (In millions except share and per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

Six months ended June 30,                                                            2001             2000
--------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>              <C>

Net sales                                                                        $    3,536       $    3,634
                                                                                 ----------       ----------

Costs, expenses & other income
  Cost of products sold, excluding depreciation and amortization                      2,938            2,904
  Depreciation                                                                          190              192
  Amortization                                                                           58               61
  Selling and administrative expense                                                    156              163
  Provision for restructuring and asset impairments                                       5               77
  Gain on sale of assets                                                        (         1)
  Interest expense                                                                      235              189
  Interest income                                                               (        11)     (        10)
  Translation and exchange adjustments                                                    6                2
                                                                                 ----------       ----------
                                                                                      3,576            3,578
                                                                                 ----------       ----------

(Loss) / income before income taxes and cumulative effect
   of accounting change                                                         (        40)              56

Provision for income taxes                                                                3               27
Minority interests, net of equity earnings                                      (         2)     (        10)
                                                                                 ----------       ----------

Net (loss) / income before cumulative effect of accounting change               (        45)              19

Cumulative effect of change in accounting for derivatives
   and hedging activities, net of tax                                                     4
                                                                                 ----------       ----------
Net (loss) / income                                                             (        41)              19

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

Net (loss) / income available to common shareholders                            ($       41)      $       17
                                                                                 ==========       ==========

(Loss) / earnings per average common share:
   Basic and diluted - before cumulative effect of accounting change            ($      .36)      $      .14
                                                                                 ==========       ==========
   Cumulative effect of accounting change                                        $      .03
                                                                                 ==========
   Basic and diluted - after cumulative effect of accounting change             ($      .33)      $      .14
                                                                                 ==========       ==========

Dividends per common share                                                                        $      .50
                                                                                                  ==========

Average common shares outstanding:

                  Basic                                                         125,629,864      125,661,602
                  Diluted                                                       125,629,864      127,996,659
--------------------------------------------------------------------------------------------------------------
</TABLE>


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


                                       3


<PAGE>



                        Crown Cork & Seal Company, Inc.


                    CONSOLIDATED BALANCE SHEETS (Condensed)
                                 (In millions)

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

                                                    June 30,       December 31,
                                                      2001             2000
                                                  (Unaudited)
--------------------------------------------------------------------------------
Assets
Current assets
   Cash and cash equivalents                        $   308         $   382
   Receivables                                        1,251           1,153
   Inventories                                        1,275           1,288
   Prepaid expenses and other current assets            127              90
                                                    -------         -------
                 Total current assets                 2,961           2,913
                                                    -------         -------

Long-term notes and receivables                          20              25
Investments                                             150             142
Goodwill, net of amortization                         3,671           3,920
Property, plant and equipment                         2,745           2,969
Other non-current assets                              1,295           1,190
                                                    -------         -------
                 Total                              $10,842         $11,159
                                                    =======         =======

Liabilities and shareholders' equity
Current liabilities
   Short-term debt                                  $   542         $   232
   Current maturities of long-term debt                  57              68
   Accounts payable and accrued liabilities           1,691           1,903
   Income taxes payable                                  29              58
                                                    -------         -------
                 Total current liabilities            2,319           2,261
                                                    -------         -------

Long-term debt, excluding current maturities          5,031           5,049
Postretirement and pension liabilities                  705             731
Other non-current liabilities                           742             814
Minority interests                                      193             195
Shareholders' equity                                  1,852           2,109
                                                    -------         -------
                                                    $10,842         $11,159
                                                    =======         =======
                 Total
--------------------------------------------------------------------------------

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


                                       4
<PAGE>


                        Crown Cork & Seal Company, Inc.


               CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------

Six months ended June 30,                                                  2001            2000
-------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>
Cash flows from operating activities
   Net (loss) / income                                                   ($  41)          $  19
   Depreciation and amortization                                            248             253
   Provision for restructuring and asset impairments                          3              55
   Gain on sale of assets                                                (    1)
   Cumulative effect of accounting change                                (    4)
   Change in assets and liabilities, other than debt                     (  450)         (  392)
                                                                          -----           -----
        Net cash used in operating activities                            (  245)         (   65)
                                                                          -----           -----

Cash flows from investing activities
   Capital expenditures                                                  (   90)         (  116)
   Proceeds from sale of property, plant and equipment                        7              20
   Other, net                                                            (   14)         (    3)
                                                                          -----           -----
        Net cash used in investing activities                            (   97)         (   99)
                                                                          -----           -----

Cash flows from financing activities
   Proceeds from long-term debt                                                               3
   Payments of long-term debt                                            (   30)         (  150)
   Net change in short-term debt                                            317             400
   Stock repurchased                                                                     (   36)
   Dividends paid                                                                        (   65)
   Minority dividends, net of contributions                              (    3)         (    2)
                                                                          -----           -----

        Net cash provided by financing activities                           284             150
                                                                          -----           -----

   Effect of exchange rate changes on cash and cash equivalents          (   16)         (    9)
                                                                          -----           -----


   Net change in cash and cash equivalents                               (   74)         (   23)

   Cash and cash equivalents at beginning of period                         382             267
                                                                          -----           -----

   Cash and cash equivalents at end of period                              $308            $244
                                                                           ====            ====



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


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


                                       5

<PAGE>







                        Crown Cork & Seal Company, Inc.


           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In millions)
                                  (Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                Accumulated
                                                                                                                   Other
                                 Comprehensive Income/(loss)   Preferred  Common  Paid-In  Retained  Treasury  Comprehensive
                                 Quarter     Year-To-Date       Stock     Stock   Capital  Earnings   Stock    Income/(loss)  Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>              <C>       <C>     <C>      <C>        <C>        <C>        <C>
Balance at December 31, 2000                                 |            $780    $1,596    $  994    ($151)     ($1,110)    $2,109
Net income / (loss)                $  5        ($ 41)        |                             (    41)                         (    41)
Translation adjustments           (  51)       ( 206)        |                                                   (   206)   (   206)
Derivatives qualifying as hedges      4        (  10)        |                                                   (    10)   (    10)
                                   ----         ----         |
Comprehensive loss                ($ 42)       ($257)        |
                                   ====         ====         |
                                                             |
------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2001                                     |            $780    $1,596    $  953    ($151)     ($1,326)    $1,852
====================================================================================================================================
                                                             |                                                  Accumulated
                                                             |                                                     Other
                                 Comprehensive Income/(loss) | Preferred  Common  Paid-In  Retained  Treasury  Comprehensive
                                 Quarter     Year-To-Date    |  Stock     Stock   Capital  Earnings   Stock    Income/(loss)  Total
 -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                                 |   $349     $779    $1,317    $1,295    ($173)     ($  676)    $2,891
Net (loss) / income               ($  4)        $ 19         |                                  19                               19
Translation adjustments           (  74)       ( 168)        |                                                   (   168)   (   168)
                                   ----         ----         |
Comprehensive loss                ($ 78)       ($149)        |
                                   ====         ====         |
Dividends declared:                                          |
    Common                                                   |                             (    63)                         (    63)
    Preferred                                                |                             (     2)                         (     2)
Stock repurchased                                            |                   (    25)             (  11)                (    36)
Preferred stock conversions                                  |  ( 349)       1       311                 37
------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2000                                     |            $780    $1,603    $1,249    ($147)     ($  844)    $2,641
====================================================================================================================================
</TABLE>

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


                                       6


<PAGE>


                        Crown Cork & Seal Company, Inc.


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


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

          The accompanying  unaudited interim consolidated  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 June 30, 2001 and the results of its
          operations  and cash flows for the  periods  ended  June 30,  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 hedges) 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  values of  the  derivatives  are  reported  as  current  or
          non-current  assets or 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
          "accumulated other comprehensive  income" in 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 ("FASB"), which  continues to  address  implementation
          issues.

          The  cumulative  effects on earnings and equity were due  primarily to
          net fair  value  adjustments  related  to  outstanding  cross-currency
          swaps.


                                       7
<PAGE>



                        Crown Cork & Seal Company, Inc.




          A reconciliation  of current period changes,  net of applicable income
          taxes, in "accumulated  other  comprehensive  income" in Shareholders'
          Equity, referred to as "Derivatives qualifying as hedges," follows:

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

               Current period changes in fair value - net               22

               Reclassification to earnings - net                     ( 14)
                                                                       ---

                           Balance at June 30, 2001                   ($10)
                                                                       ===


          For hedges of future  cash flows  (cash flow  hedges),  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,  $2,  net of  taxes,  was
          reclassified  to earnings  during the first six months of 2001. Of the
          charge of $10 reported in equity at June 30,  2001,  $6, net of income
          taxes,  is expected  to be  reclassified  to earnings  over the twelve
          month  period  ending June 30,  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  six  months  in
          connection with forecasted transactions that were no longer considered
          probable. At June 30, 2001, the maximum term of derivative instruments
          that hedge forecasted transactions, excluding 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
          earnings for the six months ended June 30, 2001, 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
          included in  "interest  expense"  in the  Consolidated  Statements  of
          Operations.

          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 and $118 for the  quarter and the
          six months ended June 30, 2000.

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

          The  Company  utilizes  receivable  securitization  agreements  in its
          management of cash flow activities. Agreements were outstanding during
          the first six months of 2001 in North  America and  Europe,  providing
          for the  accelerated  receipt  of up to  $450  of  cash  on  available
          receivables.  Securitization  transactions  have been accounted for as
          sales in accordance with SFAS No. 140. Accordingly,  accounts included
          under  outstanding  securitization  programs have been  reflected as a
          reduction in  receivables  in the  accompanying  Consolidated  Balance
          Sheets.  Outstanding  receivable  securitizations  at June  30,  2001,
          December 31, 2000 and June 30, 2000,  amounted to $218, $162 and $291,
          respectively.  During  the  first six  months  of 2001 and  2000,  the
          Company  recorded  fees  related  to the  outstanding  securitizations
          amounting to approximately $7 and $5, which amounts have been included
          in "interest expense" in the Consolidated Statements of Operations.



                                       8



<PAGE>

                         Crown Cork & Seal Company, Inc.



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

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

                                                        June 30,    December 31,
                                                          2001         2000
                     -----------------------------------------------------------

                       Finished goods                   $  551        $  530

                       Work in process                     164           165

                       Raw material and supplies           560           593
                                                        ------        ------

                                                        $1,275        $1,288
                                                        ======        ======

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

          During the first  quarter of 2001,  the  Company  provided  $4 for the
          costs associated with the closure of a U.S. food can plant. During the
          second quarter of 2001, the Company provided $3 for severance costs to
          close a plant in the U.K. and  to reduce  headcount in three plants in
          Africa, resulting in the termination of 130 employees. Also during the
          first two  quarters  of 2001,  the  Company  recorded a  restructuring
          credit  of $6  for  the  reversal  of  severance  costs  related  to a
          restructuring  charge  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" in the Consolidated  Balance Sheets.
          The components of the restructuring reserve and movements within these
          components during the first six months of 2001 were as follows:
<TABLE>
<CAPTION>

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

         Opening balance............................         $ 24              $  8                           $ 32
         Provision, net ............................        (   2) *              2              1               1
         Payments made..............................        (  13)            (   5)                         (  18)
         Other **...................................        (   1)                                           (   1)
         Transfer against assets....................                                         (   1)          (   1)
                                                             ----              ----           ----            ----
         Closing balance............................         $  8              $  5                           $ 13
                                                             ====              ====           ====            ====
<FN>

         *  Includes reversal of severance of $6, representing headcount of 65
         ** Includes translation adjustments
</FN>
</TABLE>

          During the first six months of 2001, payments of $13 were made for the
          termination  of 594  employees,  437 of whom were  involved  in direct
          manufacturing  operations.  Payments  of $5 were made for  other  exit
          costs,  including  dismantlement costs,  equipment removal and various
          contractual obligations.

F.        Asset Impairments
          -----------------

          During  the  second  quarter  of  2001,  the  company  provided  $4 to
          write-down the value of certain  property,  plant and equipment  whose
          value was considered to be impaired. The write-downs were required due
          to (i) the loss of a customer contract in the U.S. plastics operations
          during the second  quarter,  (ii) the removal  from service of certain
          machinery  in the U.S. and Europe that was  operating  at  inefficient
          levels, and (iii) the reduced market value of a property held for sale
          in Europe.

                                       9


<PAGE>


                         Crown Cork & Seal Company, Inc.



G.        Earnings Per Share
          ------------------

          The  following  table  summarizes  the basic and diluted  earnings per
          common  share  computations  for the  periods  ended June 30, 2001 and
          2000, respectively:
<TABLE>
<CAPTION>

                                                              2001                                     2000
                                            -------------------------------------    -------------------------------------
                                                             Average                                  Average
         Quarter                              Income         Shares         EPS        Income         Shares         EPS
         -------                            -------------------------------------    -------------------------------------
         <S>                                  <C>             <C>         <C>          <C>             <C>         <C>

         Basic EPS                             $ 5            125.6        $ .04       ($ 4)           127.4       ($ .03)

         Potentially dilutive securities:

               Stock options

                                               ---            -----                     ---            -----
         Diluted EPS                           $ 5            125.6        $ .04       ($ 4)           127.4       ($ .03)
                                               ===            =====                     ===            =====



                                                             2001                                      2000
                                            -------------------------------------    -------------------------------------
                                                             Average                                  Average
         Year-to-date                         Income         Shares         EPS        Income         Shares         EPS
         ------------                       -------------------------------------    -------------------------------------

         Net (loss) / income                  ($41)                                     $19
            Less:
             Preferred stock dividends                                                 (  2)
                                               ---                                      ---
         Basic EPS                            ( 41)           125.6       ($ .33)        17            125.7        $ .14
         Potentially dilutive securities:
              Stock options
               Assumed preferred
                  stock conversion
                                               ----           -----                     ---            -----
         Diluted EPS                          ($41)           125.6       ($ .33)       $17            125.7        $ .14
                                               ===            =====                     ===            =====

</TABLE>


          Excluded from the  computation  of diluted  earnings per share for the
          six months ended June 30, 2000 were  approximately  2.3 million common
          share  equivalents  resulting from the assumed  conversion of weighted
          average  outstanding  preferred stock. This conversion would have been
          anti-dilutive.

          Common  shares  contingently  issueable  upon  the  exercise  of stock
          options,  amounting  to 11.7  million and 7.8  million  shares for the
          quarters ended June 30, 2001 and 2000, and 9.2 million and 7.9 million
          shares for the six months ended June 30, 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 periods.

H.        Supplemental Cash Flow Information
          ----------------------------------

          Cash payments,  including  prepayments,  for interest,  net of amounts
          capitalized,  were $260 and $186 during the six months  ended June 30,
          2001 and 2000,  respectively.  Cash payments for income taxes amounted
          to $28 and $27  during the six  months  ended June 30,  2001 and 2000,
          respectively.

                                       10


<PAGE>



                         Crown Cork & Seal Company, Inc.



 I.       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 June 30,
                                                              ----------------------
         2001                    Americas          Europe          Asia-Pacific          Corporate          Total
         ----                    --------          ------          ------------          ---------          -----
         <S>                      <C>             <C>                 <C>                 <C>              <C>
         External sales           $ 982            $ 814              $ 82                                 $1,878
         Restructuring and
             asset impairments        3                                                                         3
         Segment income              54               94                 6                ($ 16)              138

         2000
         ----
         External sales           1,007              847                81                                  1,935
         Restructuring and
             asset impairments       10               47                                     20                77
         Segment income              76               57                 6                (  36)              103



                                                                Six months ended June 30,
                                                                -------------------------
         2001                    Americas          Europe          Asia-Pacific          Corporate          Total
         ----                    --------          ------          ------------          ---------          -----
         External sales           $1,825           $1,555             $156                                 $3,536
         Restructuring and
             asset impairments         7          (     2)                                                      5
         Segment income               65              156               11                ($ 43)              189

         2000
         ----
         External sales            1,867            1,615              152                                  3,634
         Restructuring and
             asset impairments        10               47                                    20                77
         Segment income              151              133               12                (  59)              237


</TABLE>


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

                                                            Second Quarter Ended             Six Months Ended
                                                                   June 30,                      June 30,
                                                             2001          2000            2001           2000
                                                            --------------------           -------------------
         <S>                                                <C>           <C>             <C>            <C>

         Total segment income                                $138          $103            $189           $237
         Interest expense                                     120            97             235            189
         Interest income                                    (   5)        (   6)          (  11)         (  10)
         Gain on sale of assets                             (   1)                        (   1)
         Translation and exchange adjustments                   3             2               6              2
                                                             ----          ----            ----           ----
         Consolidated pre-tax income / (loss)                $ 21          $ 10           ($ 40)          $ 56
                                                             ====          ====            ====           ====

</TABLE>


                                       11



<PAGE>



                         Crown Cork & Seal Company, Inc.



J.        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.

K.        Recent Accounting Pronouncements
          --------------------------------

          During July 2001, the FASB issued SFAS No. 141, Business Combinations,
          and SFAS No. 142, Goodwill and Other Intangible  Assets.  SFAS No. 141
          supercedes APB Opinion No. 16,  Business  Combinations.  This standard
          modifies the method of accounting  for business  combinations  entered
          into after June 30, 2001 and addresses the  accounting  for intangible
          assets.  All business  combinations  entered into after June 30, 2001,
          are accounted for using the purchase method.

          SFAS No. 142, which supercedes APB Opinion No. 17, Intangible  Assets,
          eliminates   the  current   requirement   to  amortize   goodwill  and
          indefinite-lived  intangible  assets,  addresses the  amortization  of
          intangible  assets with a defined life,  and addresses the  impairment
          testing and  recognition  for  goodwill  and  intangible  assets.  The
          Company  will adopt this  standard on January 1, 2002.  This  standard
          applies to goodwill and intangible  assets  arising from  transactions
          completed before and after the date of adoption.  Effective January 1,
          2002,   the  Company   will  cease   amortization   of  goodwill   and
          indefinite-lived  intangibles  and  test  for  impairment,  at  least,
          annually.  Management is currently  assessing  the  provisions of both
          standards and their  potential  impact on the  Company's  consolidated
          results of operations and financial position.

                                       12


<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 and employee data)


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

          The following discussion presents management's analysis of the results
          of  operations  for the three months ended June 30, 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  for the  quarter  ended  June 30,  2001 was $5 or $.04 per
          share versus a loss of $4 or $.03 per share for the second  quarter of
          2000.  The results for 2001  included an after-tax  charge of $2 ($.01
          per share) for  restructuring and asset impairment costs, as described
          later in this  discussion,  and a net after-tax gain below $1 on asset
          disposals.  The results  for 2000  included  after-tax  charges of $36
          ($.28 per share) for restructuring  costs and $19 ($.15 per share) for
          asset  impairments,  as described  later in this  discussion,  and $13
          ($.10  per  share)  for a bad  debt  provision  for a  U.S.  food  can
          customer. Excluding the charges noted above, earnings per share in the
          second quarter of 2001 were $.05 versus $.50 in the prior year period.
          The decrease is due  primarily to lower  beverage can pricing in North
          America,  reduced  U.S.  food  can  volumes,  reduced  profits  in the
          Company's  U.K.  operations,  lower  pension  income and increased net
          interest expense.

          For the six months ended June 30, 2001, net income  declined by $58 or
          $.47 per share to a loss of $41 or $.33 per share  from net  income of
          $17 or $.04 per share for the same  period  in 2000.  Included  in the
          results for 2001 was a gain of $4 or $.03 per share for the cumulative
          effect  of  a  change  in  accounting  for   derivatives  and  hedging
          activities.  Excluding  the  non-recurring  items  referred to for the
          second quarters of 2001 and 2000, as well as the cumulative  effect of
          the  change in  accounting  in 2001,  the net loss for 2001 was $40 or
          $.32 per share as  compared to net income of $85 or $.68 per share for
          the same period in 2000.  The  decrease in earnings  from 2000 for the
          six months is due primarily to the same factors outlined above for the
          second quarter of 2001.

          Net Sales
          ---------

          Net sales in the second  quarter of $1,878  were $57 or 2.9% below the
          prior  year  period.   Excluding   the  effect  of  foreign   currency
          translation  of $65, net sales would have increased $8 compared to the
          second  quarter of 2000.  Net sales for the six months  ended June 30,
          2001  decreased $98 or 2.7%  compared to the same period in 2000.  The
          impact of foreign currency translation on net sales for the six months
          of 2001,  when  compared to 2000,  was $132.  Excluding  the effect of
          translation,  net sales for 2001  increased  $34 or .9% above the 2000
          level  of  $3,634.   Sales   from  U.S.   operations   accounted   for
          approximately  41% and 42% of  consolidated  net  sales in the  second
          quarter of 2001 and 2000,  respectively.  Sales of  beverage  cans and
          ends accounted for  approximately  35% and sales of food cans and ends
          accounted for  approximately  27% of consolidated  sales in the second
          quarter of 2001,  as  compared to 33% and 28%,  respectively,  for the
          same period in 2000.

                                       13

<PAGE>



                         Crown Cork & Seal Company, Inc.


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


          An analysis of comparative net sales by operating division follows:
<TABLE>
<CAPTION>

                                                   Net Sales                                        Percentage Change
                                ----------------------------------------------                    ----------------------
                                  Second Quarter             Six Months Ended                     Second           Six
                                2001          2000          2001          2000                    Quarter         Months
                                ----          ----          ----          ----                    -------         ------
         <S>                  <C>           <C>           <C>           <C>                        <C>            <C>

         Divisions:

         Americas             $  982        $1,007        $1,825        $1,867                     (2.5%)         (2.2%)
         Europe                  814           847         1,555         1,615                     (3.9%)         (3.7%)
         Asia-Pacific             82            81           156           152                      1.2%           2.6%
                              ------        ------        ------        ------
                              $1,878        $1,935        $3,536        $3,634                     (2.9%)         (2.7%)
                              ======        ======        ======        ======

</TABLE>



          The decrease in 2001 Americas Division net sales in the second quarter
          was primarily  due to (i) lower  selling  prices for beverage cans and
          (ii) a 9.6%  decrease  in food can  volumes in North  America due to a
          soft  market  and the  bankruptcy  filing by a large  customer  in the
          second quarter of 2000. These decreases were partially offset by (i) a
          5.6% sales unit volume  increase of beverage  cans and (ii)  increased
          sales unit volumes of plastic  beverage and  specialty  closures,  PET
          preforms  and bottles  and across  several  health and beauty  product
          lines.

          Net  sales in the  European  Division,  excluding  $55 of  unfavorable
          currency  translation,  increased  $22 or 2.6% in the  second  quarter
          versus  the prior year  period,  primarily  due to sales  unit  volume
          increases of (i) beverage cans across Southern Europe,  (ii) food cans
          in Greece,  West Africa and the U.K., (iii) aerosol cans, PET preforms
          and  bottles  on a  division-wide  basis and (iv) the  entire  line of
          health and beauty  products.  These volume  increases  were  partially
          offset by lower  beverage  can unit volumes in the U.K. and the Middle
          East and food can unit volumes in France.

          Net sales in the Asia-Pacific Division increased to $82 as compared to
          $81 in the  second  quarter  of 2000.  Excluding  losses  of $5 due to
          currency  translation,  sales increased $6, primarily due to increased
          beverage can unit volumes in Malaysia and Singapore.  Overcapacity  in
          the Chinese  beverage can market  continues to put pressure on selling
          prices.

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

          Selling and administrative expenses were $70 for the second quarter of
          2001 as compared  to $78 for the same  period of the prior  year.  The
          decrease  in 2001  was due to lower  headcounts and  foreign  currency
          translation.

          Restructuring and Asset Impairments
          -----------------------------------

          During  the  second  quarter  of 2001,  the  Company  provided  $3 for
          severance  costs to close a plant in the U.K. and to reduce  headcount
          in  three  plants  in  Africa,  resulting  in the  termination  of 130
          employees.  The Company  anticipates  that these actions will generate
          after-tax   savings  of  approximately  $2  ($.02  per  share)  on  an
          annualized  basis  when  fully  implemented.  Also  during  the second
          quarter of 2001, the Company recorded a restructuring credit of $4 for
          the  reversal of severance  costs  related to a  restructuring  charge
          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.  During the second quarter of 2001,
          the company  provided $4 to  write-down  certain  property,  plant and
          equipment  in the U.S.  and Europe  whose value was  considered  to be
          impaired. These restructuring and asset impairment items resulted in a
          combined  charge of $3 ($2 net of tax or $.01 per  share)  during  the
          second quarter of 2001.



                                       14


<PAGE>


                         Crown Cork & Seal Company, Inc.


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

          During  the second  quarter of 2000,  the  Company  provided  $51 ($36
          after-tax or $.28 per share) for the costs  associated  with structure
          modifications  in Europe and the  closure of three  Americas  Division
          plants  and  $26  ($19   after-tax   or  $.15  per  share)  for  asset
          impairments.

          Additional  details  about  the  restructuring  and  asset  impairment
          activity are provided in Notes E and F to the  Consolidated  Financial
          Statements included in Item 1 of this Quarterly Report on Form 10-Q.

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

          Consolidated  operating  income  was $138 as  compared  to $103 in the
          second quarter of 2000.  Excluding  restructuring and asset impairment
          charges,  operating  income in 2001 decreased to $141 from $180 in the
          second quarter of 2000.  Excluding  restructuring and asset impairment
          charges,  operating  income as a  percentage  to net sales was 7.5% in
          2001 versus 9.3% in 2000.

         An analysis of operating income by division follows:
<TABLE>
<CAPTION>

                                               Operating Income
                                               ----------------
                                 (excluding restructuring and asset impairments)                  Percentage Change
                                  ---------------------------------------------                   -----------------
                                  Second Quarter               Six Months Ended                   Second      Six
                                 2001        2000             2001          2000                  Quarter    Months
                                 ----        ----             ----          ----                  -------    ------
         <S>                    <C>         <C>              <C>           <C>                    <C>        <C>

         Divisions:

         Americas                $ 57        $ 86             $ 72          $161                  (33.7%)    (55.3%)
         Europe                    94         104              154           180                  ( 9.6%)    (14.4%)
         Asia-Pacific               6           6               11            12                             ( 8.3%)
         Corporate              (  16)      (  16)           (  43)        (  39)                            (10.3%)
                                 ----        ----             ----          ----
                                 $141        $180             $194          $314                  (21.7%)    (38.2%)
                                 ====        ====             ====          ====
</TABLE>



          Americas Division operating income,  excluding restructuring and asset
          impairment  charges,  was 5.8% of net sales in the  second  quarter of
          2001 as compared to 8.5% for the same  period of 2000.  Excluding  the
          bad debt provision of $20,  second  quarter 2000 operating  income was
          10.5% of net  sales.  The  decrease  in  operating  income in 2001 was
          primarily  due to (i)  lower  selling  prices  in the  North  American
          beverage can market,  (ii) reduced U.S. food can volumes,  (iii) lower
          pension income in the U.S. and (iv) higher energy costs.

          European Division operating income,  excluding restructuring and asset
          impairments,  as a  percentage  of net sales  was 11.5% in the  second
          quarter of 2001 as  compared  to 12.3% in 2000.  The  decrease in 2001
          operating  margins  was due to (i)  cost/price  pressure  across  many
          operations  and  (ii)  pressure  on  U.K.  selling  prices  due to the
          relative  weakness of the euro;  partially offset by sales unit volume
          increases across most product lines.

          Asia-Pacific Division operating income of $6 in the second quarter was
          unchanged  from  the  same  period  in  2000  as  improvements  in the
          Southeast Asian beverage can operations were offset by reduced profits
          in the Chinese beverage can operations.  As a percentage of net sales,
          Asia-Pacific  operating  income in the second quarter of 2001 was 7.3%
          as compared to 7.4% for the same period in 2000.



                                       15


<PAGE>



                         Crown Cork & Seal Company, Inc.


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

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

          Net interest  expense  increased $24 in the second  quarter of 2001 as
          compared  to 2000,  primarily  due to  increased  borrowing  rates and
          higher average debt outstanding.  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  borrowing rates
          as compared to commercial  paper. The  multicurrency  credit facility,
          which  was  renegotiated  in March of 2001,  and the new term loan are
          discussed more fully under Liquidity and Capital Resources.

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

          The results for the second  quarter of 2001 included  losses of $2 and
          $1 in Turkey and Brazil,  respectively,  in  connection  with currency
          devaluations  as  compared  to a loss of $2 in Brazil  for the  second
          quarter of 2000.

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

          The  effective  tax rate for the  second  quarter  of 2001,  excluding
          non-deductible  goodwill  amortization of $28, was approximately  29%.
          The effective tax rate for the same period of 2000, excluding goodwill
          amortization of $30, was 20%. The lower rate in 2000 was primarily due
          to (i) the tax impact of the 2000  restructuring  program and (ii) the
          reduction of a previously  established  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 the second  quarter of 2001  versus  the same  period in 2000.  The
          reduction in the charge was  primarily  due to the third  quarter 2000
          purchase of the  minority  interests  in the  Company's  Asia  Limited
          subsidiaries.


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

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

          Cash of $245 was used by  operations  in the first six  months of 2001
          versus  $65 over the same  period  in 2000.  The  increase  was due to
          reduced operating income and increased  interest  payments,  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.

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

          Investing  activities used cash of $97 in the first six months of 2001
          compared to $99 in the prior year period.  The slight  improvement  in
          investing  activities is a result of reduced capital spending,  offset
          by lower proceeds from asset sales and an increase in other  investing
          activities.

          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.


                                   16


<PAGE>


                         Crown Cork & Seal Company, Inc.


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

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

          Financing  activities provided cash of $284 in the first half of 2001,
          an increase of $134 over the prior year period.  Increased  borrowings
          were required due to lower  operating cash flow,  partially  offset by
          the suspension of dividend payments 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 $5,322 at June 30,
          2001, an increase  above the December 31, 2000 level of $4,967.  Total
          debt, net of cash equivalents, as a percentage to total capitalization
          was 72.2% at June 30, 2001 as compared to 68.3% at December  31, 2000.
          Total  capitalization is defined 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 the  seasonal
          working capital buildup. 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
          half of 2001.

          See the section entitled "Liquidity and Capital Resources" 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 for  additional
          information   regarding  the  Company's   indebtedness  and  financial
          position.

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

          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   "Restructuring   and  Asset  Impairments"  and
          "Investing Activities" sections, and in the discussion of the asbestos
          matters in Note J 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.



                                       17



<PAGE>

                         Crown Cork & Seal Company, Inc.


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

          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 June  30,  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.



                                       18

<PAGE>



                        Crown Cork & Seal Company, Inc.


                          PART II - OTHER INFORMATION

Item 4.   Submission of Matters to Vote of Security Holders

          The Company's  Annual  Meeting of  Shareholders  was held on April 26,
          2001. The matters voted upon and the results  thereof are set forth in
          Part II, Item 4 of the Company's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 2001 and such Item 4 is incorporated herein by
          reference.


Item 5.   Other Information

          On July 26, 2001,  the Company  announced  that Hans J. Loliger,  Vice
          Chairman of Winter Group, Basel,  Switzerland was elected to its Board
          of  Directors.  This addition has increased the number of directors to
          ten.

Item 6.   Exhibits and Reports on Form 8-K

          a)      Exhibits

                  10.a.   Receivables Purchase Agreement dated as of January 26,
                          2001, as amended and restated as of May 7, 2001, among
                          Crown  Cork &  Seal  Receivables (DE) Corporation,  as
                          Seller,  Crown  Cork  &  Seal Company (USA),  Inc., as
                          Servicer,  the banks and  other financial institutions
                          party thereto,  as Purchasers, and Citibank, N. A., as
                          the Agent.

                  10.b.   Receivables Contribution and Sale  Agreement dated  as
                          of January 26, 2001,  as  amended and  restated  as of
                          May 7, 2001,  among  Crown  Cork & Seal Company (USA),
                          Inc.,  Constar,  Inc.,  Risdon-AMS(USA), Inc.,  Zeller
                          Plastiks,  Inc.,  and Crown Cork & Seal  Canada, Inc.,
                          as   Sellers,  Crown  Cork  &  Seal  Receivables  (DE)
                          Corporation, as Buyer, and  Crown  Cork & Seal Company
                          (USA), Inc., as the Buyer's Servicer.

                  10.c.   Undertaking Agreement dated as of January 26, 2001, as
                          amended and restated as of May 7, 2001,  made by Crown
                          Cork & Seal  Company. Inc., as the Parent, in favor of
                          the  Purchasers  referred  to  therein  and  Citibank,
                          N. A., as Agent.

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



          Date:   August 9, 2001
                  --------------











                                       20