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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
          (Mark One)
               [ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                       For the fiscal year ended December 31, 1999

               [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                       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                   (Employer Identification No.)
incorporation or organization)

    One Crown Way, Philadelphia, PA                           19154
(Address of principal executive offices)                    (Zip Code)
        Registrant's telephone number, including area code: 215-698-5100
                                  ------------
     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
       Title of each class             Name of each exchange on which registered
       -------------------             -----------------------------------------
       Common Stock $5.00 Par Value    New York Stock Exchange & Paris Bourse
       Common Stock Purchase Rights    New York Stock Exchange & Paris Bourse
                                  -------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                                (Title of Class)
                                 --------------

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  filings
requirements for the past 90 days.
              Yes   X                                   No
                   ---                                     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 14,  2000,  128,569,186  shares of the  Registrant's  Common  Stock,
excluding  shares  held  in  Treasury,  were  issued  and  outstanding,  and the
aggregate market value of such shares held by  non-affiliates  of the Registrant
on such date was $2,137,462,717.

                       DOCUMENTS INCORPORATED BY REFERENCE

Notice  of  Annual  Meeting  and  Proxy   Statement  dated  March  24,  2000  is
incorporated by Reference into Part III hereof.  Only those specific portions so
incorporated are to be deemed filed as part of this Form 10-K Annual Report.

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<PAGE>
                         Crown Cork & Seal Company, Inc.

                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS


                                     PART I

Item 1  Business...............................................................1

Item 2  Properties.............................................................7

Item 3  Legal Proceedings......................................................8

Item 4  Submission of Matters to a Vote of Security Holders....................8


                                     PART II

Item 5  Market for Registrant's Common Stock and Related Stockholder Matters...9

Item 6  Selected Financial Data...............................................10

Item 7  Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................12

Item 7A Quantitative and Qualitative Disclosures About Market Risk............25

Item 8  Financial Statements and Supplementary Data...........................26

Item 9  Disagreements on Accounting and Financial Disclosure..................54


                                    PART III

Item 10 Directors and Executive Officers of the Registrant....................55

Item 11 Executive Compensation................................................55

Item 12 Security Ownership of Certain Beneficial Owners and Management........55

Item 13 Certain Relationships and Related Transactions........................55


                                     PART IV

Item 14 Exhibits, Financial Statement Schedules and Reports
             on Form 8-K......................................................56

SIGNATURES....................................................................60

<PAGE>
                         Crown Cork & Seal Company, Inc.

                                     PART I
                                     ------

ITEM 1.   BUSINESS
------    --------

                                     GENERAL
                                     -------

Crown Cork & Seal Company,  Inc. (the "Company" and the  "Registrant") is one of
the world's leading  manufacturers of packaging  products with 1999 consolidated
net sales of $7.7 billion. Approximately 60% of 1999 net sales were derived from
operations  outside the United  States with  approximately  72% of the  non-U.S.
revenues  derived in Europe.  The Company  believes  that it is well  positioned
within its  industry  having the ability to supply  food,  beverage  and aerosol
containers  to  multinational  consumer  marketers  on  a  global  basis.  As  a
multinational  packaging producer, the Company benefits from, but is exposed to,
the  fluctuations  of world trade.  The Company  currently  operates 227 plants,
along with sales and service  facilities  in 51  countries  and  employs  35,959
people. The Company continually  reviews its operations,  especially in terms of
their  competitiveness  and the  appropriate  number,  size and  location of its
plants, emphasizing service to customers and rate of return to investors.

Financial information concerning the Company's operations in its three operating
segments,  Americas,  Europe and  Asia-Pacific,  and within selected  geographic
areas is set forth later in this  section on pages 4 through 7 under  "Operating
Segments",  in Part II herein on pages 12 through 14 under "Net Sales" and pages
14 and 15 under "Operating Income" within Item 7,  "Management's  Discussion and
Analysis of Financial  Condition  and Results of  Operations"  and within Item 8
herein  on  pages  50  through  52 under  Note T to the  Consolidated  Financial
Statements  entitled  "Segment  Information",  which information is incorporated
herein by reference.

The  Company's  products  include  steel and aluminum  cans for food,  beverage,
brewing, household and other consumer products; plastic containers for beverage,
processed food, household,  personal care and other products;  metal and plastic
packaging products for health and beauty care applications  including cosmetics,
fragrances and  pharmaceuticals;  metal  specialty,  promotional  and industrial
packaging products; a wide variety of metal and plastic caps, crowns,  closures,
pumps and dispensing systems; and canmaking equipment.

Under current  management,  the Company has pursued a strategy of growth through
acquisition  within the global packaging  industry.  From 1989 through 1996, the
Company  completed twenty  acquisitions of companies with aggregate net sales of
approximately  $8 billion.  The largest  acquisitions  over this period included
CarnaudMetalbox  ("CMB") (February 1996), Van Dorn Company (April 1993), CONSTAR
International   (October  1992),   Continental  Can  International  (May  1991),
Continental  Can's  U.S.  food and  beverage  can  businesses  (July  1990)  and
Continental  Can Canada  (December  1989).  This strategy has  contributed to an
increase in the Company's net sales from $1.9 billion in 1989 to $7.7 billion in
1999. The Company's  acquisition  strategy has resulted in numerous  benefits to
the  Company,  including  improved  market  positions,  product  and  geographic
diversification  and cost  savings.  The  Company  believes  that  the  on-going
rationalization  of excess or inefficient  capacity within the global  packaging
industry,  particularly  in the core mature markets  served by the Company,  has
improved asset utilization.

Information  about the Company's  acquisitions  over the most recent three years
appears in Part II within  Item 8 of this  Report on page 36 under Note I to the
Consolidated  Financial Statements,  which information is incorporated herein by
reference.

The  Company  has  invested  in  capital  projects  to  (i)  create   additional
manufacturing  capacity for beverage can production in emerging  markets and for
polyethylene  terephthalate (PET) containers  globally,  (ii) improve production
efficiencies,  (iii) improve product quality and (iv) lower manufacturing costs.
The Company  plans to continue  capital  expenditure  programs  designed to take
advantage of technological  developments which enhance  productivity and contain
costs, as well as those that provide growth opportunities.

                                      -1-
<PAGE>
                         Crown Cork & Seal Company, Inc.

                                  DISTRIBUTION
                                  ------------

As of December 31, 1999, the Company's  products were  manufactured in 64 plants
within the United States and 163 plants outside the U.S. The Company markets and
sells  products to customers  through its own sales and marketing  staff located
centrally within each operating segment  (division).  The segments' sales staffs
are supported by regional sales  personnel.  The majority of the Company's sales
are to companies  which have  leading  market  positions  in the packaged  food,
beverage,  aerosol,  health and beauty and specialty businesses.  Contracts with
global suppliers are centrally negotiated, although products are ordered through
and  distributed  directly by each plant.  Facilities  are generally  located in
proximity to major  customers.  The Company  maintains  continuous  contact with
customers  in order to  develop  new  business  and to  extend  the terms of its
existing  contracts.  Accordingly,  the Company is responsive to its  customers'
quality , innovation and promotional requirements.

Most of the Company's products are sold in highly competitive markets, primarily
based on price,  service,  quality,  and performance.  The Company competes with
other  packaging  manufacturers  as well as with fillers,  food  processors  and
packers  who  manufacture  containers  for their own use and for sale to others.
Generally, the Company's multinational  competitors include, but are not limited
to, Ball, American National Can, Silgan,  Owens-Illinois,  AptarGroup, U.S. Can,
Impress, Rexam and Schmalbach-Lubeca.

In each of the years in the period 1997  through  1999,  no one  customer of the
Company  accounted for more than ten percent of the  Company's net sales.  Major
customers exist in each operating segment of the Company;  and, in each segment,
the loss of one or more of these major customers  could have a material  adverse
effect on the  segment.  Major  customers  include  such  companies as Coca-Cola
("Coke"),  Pepsi-Cola ("Pepsi"), Cott Beverages,  Nestle, Mars and S.C. Johnson,
along with other leading  companies  which  manufacture  and market a variety of
consumer products.  Coke and Pepsi, as referred to above,  include affiliates as
well as licensees.

                            RESEARCH AND DEVELOPMENT
                            ------------------------

The Company's principal Research, Development & Engineering ("RD&E") centers are
located in Alsip,  Illinois  and  Wantage,  England.  The Company  uses its RD&E
capabilities to (i) promote development of value-added  packaging systems,  (ii)
design  cost-efficient  manufacturing  systems and  materials  that also provide
continuous  quality  improvement,  (iii) support technical needs in customer and
vendor  relationships,  and (iv) provide engineering  services for the Company's
worldwide packaging activities. These capabilities allow the Company to identify
market opportunities by working directly with customers to develop new products,
such as the conversion to plastic from other materials,  as well as the creation
of new packaging shapes.

The  Company  expended  $52  million in 1999 and $53 million in each of 1998 and
1997 on RD&E activities. These activities are expected to improve and expand the
Company's  product lines in the future.  Expenditures  were also made to improve
manufacturing  efficiencies  and reduce unit  costs,  principally  raw  material
costs,  by reducing  the  material  content of  containers  while  improving  or
maintaining  other physical  properties,  such as material  strength.  The costs
incurred  were  associated  with a number  of  products  in  varying  stages  of
development.

                                    MATERIALS
                                    ---------

The Company  continues  to pursue  strategies  which enable it to source its raw
materials  with  increasing  effectiveness.   The  raw  materials  used  in  the
manufacture  of the Company's  products are primarily  aluminum and tinplate for
metals  packaging,   and  various  types  of  resins,  which  are  petrochemical
derivatives,  for plastics  packaging.  These materials are generally  available
from  several  sources.  The  Company  has secured  what it  considers  adequate
supplies  of raw  materials  but  there  can  be no  assurance  that  sufficient
quantities  will be  available  in the  future.  The  Company  may be subject to
adverse price  fluctuations on the purchase of such raw materials.  There can be
no  assurance,  however,  that the  Company  will be able to  recover  fully any

                                      -2-
<PAGE>
                         Crown Cork & Seal Company, Inc.

increases in raw material costs from its customers.  The price of steel has been
historically  more  stable and has not been  subject to the same  volatility  as
aluminum.  In response to the variability of aluminum and resin prices,  ongoing
productivity  and cost  reduction  efforts  in  recent  years  have  focused  on
improving raw material cost management as a key component.

                                   SEASONALITY
                                   -----------

The 1996  acquisition of CMB has increased the potential for seasonal effects on
the Company's results of operations.  Food packaging products accounted for $2.4
billion or approximately  31% of 1999 consolidated net sales as compared to $1.0
billion or  approximately  19% in 1995.  Sales and  earnings  for food cans have
historically  been  higher  in  the  third  quarter  of  the  year  due  to  the
agricultural harvest.

The Company's metal and plastic beverage container  businesses are predominantly
located in the Northern Hemisphere. Generally, beverage products are consumed in
greater  amounts  during  warmer  months  of the year.  Consequently,  sales and
earnings  have  generally  been  higher in the second and third  quarters of the
calendar year.

The Company's other businesses  include aerosol,  specialty,  health and beauty,
canmaking   equipment  and  various  other   products   which  tend  not  to  be
significantly affected by seasonal variations.

                              ENVIRONMENTAL MATTERS
                              ---------------------

The Company's operations are subject to numerous laws and regulations  governing
the protection of the  environment,  disposal of waste,  discharges  into water,
emissions into the atmosphere and the protection of employee  health and safety.
Future  regulations  may  impose  stricter  environmental  requirements  on  the
packaging industry. Anticipated future restrictions in some jurisdictions on the
use of certain  paint and  lacquering  ingredients  may  require  the Company to
employ additional  control equipment or alternative  coating  technologies.  The
Company has a  Corporate  Environmental  Protection  Policy,  and  environmental
considerations  are among the criteria by which the Company evaluates  projects,
products,  processes and purchases.  While the Company does not believe that any
of the foregoing  matters are likely to have a material effect,  there can be no
assurance that current or future  environmental laws or remediation  liabilities
will not have a material effect on the Company's financial condition,  liquidity
or results of  operations.  Further  discussion of the  Company's  environmental
matters is contained in Part II, Item 7,  "Management's  Discussion and Analysis
of Financial Condition and Results of Operations" of this Report on pages 21 and
22 under the caption  "Environmental  Matters",  which is incorporated herein by
reference.

                                 WORKING CAPITAL
                                 ---------------

Collection  and payment  periods tend to be longer for the Company's  operations
located  outside the U.S.  due to local  business  practices.  In  general,  the
working capital practices  followed by the Company are typical of the businesses
in which it operates.

Reduction  of the  Company's  debt is one element of the  Company's  strategy to
improve its return on invested  capital,  although  the actual level of debt may
vary depending upon the results of operations, acquisitions and dispositions and
other strategic  opportunities or factors.  Further information  relating to the
Company's  liquidity  and  capital  resources  is set forth in Part II,  Item 7,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," of this Report on pages 17 and 18 under the caption  "Liquidity and
Capital Resources", which is incorporated herein by reference.

                                    EMPLOYEES
                                    ---------

At December 31, 1999, the Company employed 35,959 people throughout the world. A
significant  number  of  the  Company's  employees  are  covered  by  collective
bargaining agreements with varying terms and expiration dates.

                                      -3-
<PAGE>
                         Crown Cork & Seal Company, Inc.

                               OPERATING SEGMENTS
                               ------------------

The  Company  is  organized  on the  basis  of  geographic  regions  with  three
reportable segments:  Americas,  Europe and Asia-Pacific.  The Americas includes
the United States, Canada and Central and South America. Europe includes Europe,
Africa and the Middle East.  Asia-Pacific  includes  China and  Southeast  Asia.
Although the economic  environments within each of these reportable segments are
diverse,  they are  similar  in the  nature of their  products,  production  and
distribution processes and types and classes of customers.

Global  marketers  continue to demand the  consolidation  of their supplier base
under  long-term  arrangements  and to qualify  suppliers  on the basis of their
ability  to  provide  service  globally  and to create  innovative  designs  and
technologies in a cost-effective manner. The acquisition of CMB in February 1996
has created a  geographically  diversified  and  innovative  packaging  company,
adding significant operations in Europe, the Middle East, Africa and Asia and an
RD&E center in England.

The Company believes that price,  quality,  customer  service and  manufacturing
overcapacity are the principal competitive factors affecting its business. Based
upon  sales,  the  Company  believes  that it is a  leader  in the  markets  for
packaging in which it competes; however, the Company encounters competition from
a number of companies offering similar products.

Ongoing productivity improvement and cost reduction efforts in recent years have
focused  on  upgrading  and  modernizing  facilities  to reduce  costs,  improve
efficiency and productivity and to phase out non-competitive  facilities.  These
actions reflect the Company's continued  commitment to realign the manufacturing
facilities  within  its  operating  segments  with the  intent to  maintain  its
competitive  position within those markets. The Company believes that its recent
restructuring  and investment  programs have  established a modern and efficient
asset  base.  The Company  continually  reviews its  operations  and  frequently
evaluates strategic opportunities, such as, acquisitions, dispositions and joint
ventures.  Further discussion of the Company's recent  restructuring  actions is
contained in Part II hereof within Item 7, "Management's Discussion and Analysis
of  Financial  Condition  and  Results of  Operations"  on pages 19 and 20 under
"Provision for  Restructuring" and within Item 8 herein on pages 38 and 39 under
Note  L  to  the  Consolidated   Financial   Statements,   which  discussion  is
incorporated herein by reference.

The Company's  basic raw  materials for its products are tinplate,  aluminum and
resins.  These  materials are obtained from the major suppliers in the countries
within  which  the  Company  operates  plants.  Some  plants  in  less-developed
countries, which do not have local mills, obtain their raw materials from nearby
more- developed countries. In 1999, consumption of tinplate,  aluminum and resin
represented 26.3%, 22.3%, and 4.1%, respectively, of consolidated cost of sales.
Although sufficient quantities of raw materials have been available in the past,
there can be no assurance that  sufficient  quantities  will be available in the
future. Recent supplier  consolidations provide additional uncertainty as to the
level of prices at which the Company might be able to source those  materials in
the future.

                                    AMERICAS
                                    --------

For 1999, the Company's Americas segment had net sales of $3,817  (approximately
49% of  consolidated  net sales) and  operating  income of $398.  Excluding  the
provision for restructuring and other charges, Americas operating income in 1999
was $384 or 48% of consolidated operating income.  Approximately 82% of Americas
segment sales are derived from within the United  States.  The Americas  segment
manufactures beer and beverage cans and ends, steel and aluminum  containers for
vegetable,  fruit, meat, fish, seafood,  tomato based products and other various
food products;  steel cans for aerosol, motor oil, paint and other household and
industrial items and plastic containers for beverage,  food, household products,
personal care and pharmaceutical products.

                                      -4-
<PAGE>
                         Crown Cork & Seal Company, Inc.

The  Company,  based on sales,  is one of three  leading  producers  of aluminum
beverage cans and ends within the Americas.  Sales dollars for aluminum beverage
cans and ends in 1999  decreased  from 1998 due  primarily  to lower  sales unit
volumes and the continued  pass-through  of lower  aluminum  costs to customers.
Beverage  can  manufacturing  is  capital   intensive,   requiring   significant
investment in tools and  machinery.  The beverage can competes with bottles made
from glass and plastic.  The Company  continues to reduce can and end  diameter,
lightweight  its  cans,  reduce  non-metal  costs  and  restructure   production
processes. The Company has also redeployed excess beverage can capacity in North
America to emerging  markets,  and to a lesser  extent,  retrofitted  to produce
two-piece food cans.

The  Company,  based on sales,  is one of three  leading  producers of steel and
aluminum  food cans and ends in North  America.  Sales dollars for food cans and
ends in 1999 decreased from 1998 due to lower sales unit volumes.

The Company has entered into  contracts  with its  suppliers of aluminum can and
end sheet which, by formula,  guarantee prices for a period of six months.  This
pricing structure is directly tied to a rolling average of the prior six months'
market  price of  aluminum  on the LME.  Further,  "ceiling"  prices  have  been
established  under these  contracts  which set  maximum  prices that the Company
would pay for aluminum.

Historically,  the Company has adjusted  the selling  prices for its products in
response  to changes in the cost of  tinplate  and  aluminum.  During  1995 when
aluminum  costs  increased,   the  Company  announced  price  increases  to  its
customers,  but due to overcapacity  within the aluminum beverage can market and
the customers'  willingness to shift a portion of their  packaging  requirements
away from aluminum, the Company was unable to fully recover the increases in the
cost of aluminum from its customers. During 1999, as aluminum prices fluctuated,
selling  prices  to  customers  for  aluminum  beverage  cans and ends were also
adjusted. In the future, there can be no assurance that the Company will be able
to  recover  fully  any  increases  or  fluctuations  in metal  prices  from its
customers.

The  Company,  based  on  sales,  is one of two  leading  producers  of  plastic
containers produced from PET (polyethylene terephthalate) and HDPE (high-density
polyethylene)  within the United States.  The Company is also a leading producer
of plastic closures for beverage containers and a leading producer of health and
beauty  care  products  in the  United  States.  Plastic  products  continue  to
represent a larger portion of Americas segment dollar sales,  despite  decreases
in PET  pricing  which were  passed-through  to  customers  in the form of lower
selling  prices.  Typically,  the Company  identifies  market  opportunities  by
working  cooperatively with customers and implementing  commercially  successful
programs.  While PET beverage  containers  compete  against both metal and glass
containers,  the  historical  increase  in PET's  share of the  market  has come
primarily   at  the  expense  of  glass   containers   and  through  new  market
introductions.  The Company  believes that it will  capitalize on conversions to
plastic  from other forms of  packaging  and new markets  through its  technical
expertise,  quality  reputation and customer service.  The Company also believes
that its plastic  container plant sites are  strategically  located and sized to
meet market requirements.

During  1997,  the  Company  commenced  a  restructuring  program to improve the
structure of its PET plastic beverage  container  business in the United States.
Six CONSTAR  manufacturing  locations  were closed or  reorganized.  The Company
expects to maintain  its  existing  manufacturing  capacity,  and by  relocating
equipment  among  its  remaining  larger   facilities,   meet  all  current  and
prospective  volume  requirements.  Further  discussion  of the  Company's  1997
restructuring action is contained in Part II hereof within Item 7, "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  on
pages 19 and 20 under "Provision for  Restructuring" and within Item 8 herein on
pages 38 and 39 under Note L to the  Consolidated  Financial  Statements,  which
information is incorporated herein by reference.

At December 31, 1999, the Company operated 94 plants and employed  approximately
13,000 persons in the Americas.

                                      -5-
<PAGE>
                         Crown Cork & Seal Company, Inc.

                                     EUROPE
                                     ------

The  European  segment  had net sales of $3,590  in 1999  (approximately  47% of
consolidated  net sales) and operating  income of $454.  Excluding the provision
for restructuring and other charges,  operating income was $456 or approximately
57% of consolidated  operating income. Net sales in the United Kingdom of $1,009
and  France of $773  represented  approximately  28% and 22%,  respectively,  of
segment net sales. The European segment manufactures steel and aluminum beer and
beverage cans and ends,  steel and aluminum  food cans,  steel cans for aerosol,
motor oil, paint,  other  household  products and specialty  packaged  products,
plastic  containers  and closures for  beverage,  food,  household  products and
health,  beauty and personal  care products as well as metal crowns and closures
for beverage and food products.

The  Company,  based on  sales,  is one of the  leading  producers  of steel and
aluminum food cans and ends within the European segment. Sales dollars for steel
and aluminum  food cans and ends  decreased in 1999 from 1998 due to lower sales
unit volumes, primarily in the United Kingdom, Iberia and Central Europe and the
pass-through  of lower raw material costs;  partially  offset by volume gains in
France,  Italy and  Benelux.  Weaker  demand has led to excess  capacity and the
resulting price competition has adversely affected the segment's' profitability.

In 1996, the Company acquired CMB, a leading multinational manufacturer of metal
and plastic  packaging  materials and equipment.  CMB,  headquartered  in Paris,
France,  had  approximately  28,000  employees  located in 175 facilities and 38
countries as of the date of acquisition.  CMB derived  approximately  90% of its
pre-acquisition  net  sales  of  $4,900  from  its  European   operations.   The
acquisition of CMB has positioned the Company as a leading European manufacturer
of steel and aluminum food and beverage  containers,  aerosol  containers  and a
variety of plastic packaging products including PET beverage bottles and plastic
closures for beverage, household and personal care applications.

During 1999, two customers accounted for approximately 12% of segment net sales.

At December 31, 1999, the Company operated 116 plants and employed approximately
20,000 persons throughout the European segment.

Discussion of the Company's  European  restructuring  activities is contained in
Part II hereof within Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of  Operations"  on pages 19 and 20 under  "Provision  for
Restructuring"  and within Item 8 of this Report on pages 38 and 39 under Note L
to the  Consolidated  Financial  Statements,  which  discussion is  incorporated
herein by reference.

                                 ASIA - PACIFIC
                                 --------------

The Asia-Pacific segment had net sales of $325 (approximately 4% of consolidated
net sales in 1999) and operating income, before restructuring and other charges,
of $31.  While  below  reportable  segment  thresholds,  the Company has defined
Asia-Pacific  as a reportable  segment as this  segment is a separate  operating
division  within the Company.  The Company  reviews  results of  operations  and
allocates  resources  to  Asia-Pacific   separately  from  its  other  operating
divisions.  The  Asia-Pacific  segment  manufactures  aluminum beer and beverage
cans,  steel food cans,  PET beverage  bottles,  plastic  closures for beverage,
food,  household  products and personal care  applications  and metal crowns and
closures for beverage and food products.

With the acquisition of CMB, the Company  expanded its presence in Asia-Pacific,
primarily in the  manufacture  of two-piece  aluminum  beer and beverage cans in
Southeast  Asia.  Overcapacity  in China and Southeast Asia has resulted in very
competitive  selling price pressures.  Recent economic and political  turmoil in
several Southeast Asian countries has not only lowered demand in Southeast Asia,
but has also resulted in a decrease in exports from Company operations in China.
The  Company  has  closed  eight  acquired  CMB  operations  and three  existing
operations  since 1996.  The Company  believes it is well  positioned to benefit

                                      -6-

<PAGE>
                         Crown Cork & Seal Company, Inc.

from future demand growth in China and Southeast Asia and has  restructured  its
cost base to remain competitive in the near-term.

During 1999, one customer accounted for approximately 11% of segment net sales.

At December 31, 1999, the Company operated 17 plants and employed  approximately
2,400 persons in Asia- Pacific.

ITEM 2.   PROPERTIES
-------   ----------

Crown Cork & Seal  Company,  Inc. and its  worldwide  consolidated  subsidiaries
operate 227  manufacturing  facilities.  Within the United  States  there are 64
manufacturing  facilities.  The Company has three  operating  segments,  defined
geographically, within which it manufactures and markets its products.

The  geographic  breakdown  of  the  Company's  manufacturing  facilities  is as
follows:

<TABLE>
<CAPTION>
                                                                                       No.             No.
Geographic Area*                Americas          Europe        Asia-Pacific        of Plants        Leased
----------------                --------          ------        ------------        ---------        ------
<S>                                <C>            <C>                 <C>               <C>             <C>
United States                       64                                                    64             22
Canada                              11                                                    11
Central America                      9                                                     9              4
South America                       10                                                    10
United Kingdom                                      21                                    21              2
France                                              21                                    21              8
Other Europe                                        59                                    59             13
Africa                                              11                                    11              2
Middle East                                          4                                     4              1
Asia-Pacific                                                           17                 17             13
                                ---------------------------------------------------------------------------
Worldwide Total                     94             116                 17                227             65
                                ===========================================================================
<FN>
* Excluded are productive facilities in unconsolidated joint ventures as well as
service or support facilities.
</FN>
</TABLE>

The Company's manufacturing and support facilities are designed according to the
requirements  of  the  products  to be  manufactured.  Therefore,  the  type  of
construction  varies from plant to plant.  Warehouse and delivery facilities are
generally provided at each of the manufacturing locations,  although the Company
does  lease  outside  warehouses.  Management  believes  that its  manufacturing
facilities,  taken as a whole,  are well  maintained and generally  adequate for
current operations.

Utilization of any particular facility varies based upon demand for the product.
While it is not possible to measure  with any degree of certainty or  uniformity
the  productive  capacity of these  facilities,  management  believes  that,  if
necessary,  production  can be  increased  at  existing  facilities  through the
addition of personnel, capital equipment and, in some facilities, square footage
available for production. In addition, the Company may from time to time acquire
additional facilities and/or dispose of existing facilities.

In the design of each new facility,  the Company's  engineers are  instructed to
pay particular  attention to the safety of  operations,  abatement of pollution,
incorporation  of the  Company's  research  activities  and the  quality  of the
product to be manufactured at such facility.

                                      -7-
<PAGE>
                         Crown Cork & Seal Company, Inc.

In addition to the  manufacturing  facilities  in the  operating  segments,  the
Company has various support  facilities.  Such  facilities  include machine shop
operations, printing for cans and crowns, coil shearing, coil coating and RD&E.

The Company  generally owns its  manufacturing  and other  facilities,  although
office facilities are often leased. The Company maintains research facilities in
Alsip,  Illinois  within the United  States and in Wantage,  England  within the
United Kingdom and its corporate  headquarters  in  Philadelphia,  Pennsylvania;
these facilities are owned.

The Company is directly involved in post-consumer  plastic  container  recycling
and aluminum and steel can recycling in the United States.

ITEM 3.   LEGAL PROCEEDINGS
-------   -----------------

In management's opinion, there are no pending claims or litigation,  the adverse
determination  of which would have a material adverse effect on the consolidated
financial position or liquidity of the Company.

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.

During the fourth quarter of 1999, the Company recorded an additional  after-tax
charge of $106 (or $.87 per share) to increase  its  estimate of probable  costs
related to asbestos.

The Company has been  identified  by the  Environmental  Protection  Agency as a
potentially  responsible party (along with others, in most cases) at a number of
sites.

Further information on these matters is presented in this Report in (i) Part II,
Item 7 entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" under the headings "Provision for Litigation" on pages 20
and 21 and  "Environmental  Matters" on pages 21 and 22 and (ii) Part II, Item 8
of this  Report on pages 36 and 37 under  Note K to the  Consolidated  Financial
Statements entitled "Commitments and Contingent Liabilities",  which information
is incorporated herein by reference.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------   ---------------------------------------------------

None

EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

Information   concerning  the  principal  executive  officers  of  the  Company,
including  their ages and positions,  is set forth in a table found in Part III,
Item 10, "Directors and Executive  Officers of the Registrant" of this Report on
page 55, which table is incorporated herein by reference.

                                      -8-
<PAGE>
                         Crown Cork & Seal Company, Inc.

                                     PART II
                                     -------

ITEM 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
-------   --------------------------------------------------------------------

The  Registrant's  common stock is listed on the New York Stock Exchange and the
Paris Bourse. On March 14, 2000, there were 5,202 registered shareholders of the
Registrant's  common stock.  The market price at December 31, 1999, with respect
to the  Registrant's  common stock is set forth in Item 8 of this Report on page
53 under "Quarterly Data (unaudited)." The foregoing  information  regarding the
number of  registered  shareholders  of common  stock does not  include  persons
holding stock through  clearinghouse systems in the United States and France. It
is the present  intention  of the Company to continue  paying  dividends  on its
common stock on a quarterly  basis.  Further  details  regarding  the  Company's
policy  as to  payment  of cash  dividends  are set  forth in Part  II,  Item 7,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  under "Common Stock and Other  Shareholders'  Equity"  appearing on
pages 22 and 23 of this Report, which is incorporated herein by reference.

On February 26, 2000 all of the outstanding shares of 4.5% convertible preferred
stock mandatorily  converted into 7,410,315 shares of common stock. No shares of
such  preferred  stock remain  outstanding.  Further  information  regarding the
Company's  4.5%  convertible  preferred  stock are set forth in Part II, Item 7,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  under "Common Stock and Other  Shareholders'  Equity"  appearing on
pages 22 and 23 of this  Report and within Item 8 herein on page 39 under Note M
to  the  Consolidated  Financial  Statements  entitled  "Capital  Stock,"  which
information is incorporated herein by reference.

                                      -9-
<PAGE>
                         Crown Cork & Seal Company, Inc.

ITEM 6.   SELECTED FINANCIAL DATA
------    -----------------------

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(in millions, except per share, ratios and
  other statistics)                                            1999        1998       1997       1996     1995
----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>        <C>        <C>       <C>
Summary of Operations
Net sales.............................................      $ 7,732     $ 8,300    $ 8,495    $ 8,332   $5,054
                                                           -----------------------------------------------------
Cost of products sold.................................        6,060       6,527      6,708      6,733    4,319
Depreciation and amortization.........................          522         533        540        496      256
Selling and administrative expense                              348         379        414        387      139
    % to net sales....................................          4.5%        4.6%       4.9%       4.6%     2.8%
Provision for restructuring and
    other charges.....................................          156         304         67         40      103
Gain on sale of assets................................          (18)                   (38)       (24)      (8)
Interest expense, net of interest income..............          342         363        340        306      136
Translation and exchange adjustments..................           13          14          7        (37)      (1)
                                                           -----------------------------------------------------
Income before income taxes and
    cumulative effect of accounting changes...........          309         180        457        431      110
    % to net sales....................................          4.0%        2.2%       5.4%       5.2%     2.2%
Provision for income taxes............................          105          74        148        134       25
Minority interests, net of equity earnings............          (23)         (1)        (7)       (13)     (10)
                                                           -----------------------------------------------------
Net income before cumulative effect of
    accounting changes................................          181         105        302        284       75
    % to net sales....................................          2.3%        1.3%       3.6%       3.4%     1.5%
Cumulative effect of accounting changes (1)...........                                  (8)
                                                           -----------------------------------------------------
Net income (2)........................................          181         105        294        284       75
Preferred stock dividends.............................           15          17         23         20
                                                           -----------------------------------------------------
Net income available to common
    shareholders......................................      $   166     $    88    $   271    $   264   $   75
Return on average shareholders' equity (3)............          6.2%        3.2%       8.3%     11.3%      5.3%
                                                           =====================================================

Financial Position at December 31
Working capital.......................................     ($   573)   ($ 1,542)  ($   902)  ($   371)  $  430
Total assets..........................................       11,545      12,469     12,306     12,590    5,052
Short-term debt plus current long-term
    debt maturities...................................        1,531       2,466      1,784      1,154      608
Long-term debt........................................        3,573       3,188      3,301      3,924    1,490
    Total debt to total capitalization................         60.3%       62.3%      56.1%      56.4%    56.2%
Minority interests....................................          295         280        283        244      119
Shareholders' equity..................................        2,891       2,975      3,529      3,563    1,461
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -10-
<PAGE>
                         Crown Cork & Seal Company, Inc.

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA (Continued)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(in millions, except per share, ratios and
  other statistics)                                           1999       1998       1997       1996      1995
----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>        <C>        <C>       <C>
Common Share Data (dollars per share)
Earnings per average common share
    Basic -     before cumulative effect of
                accounting change....................       $  1.36     $   .71    $  2.17    $  2.16   $   .83
                after cumulative effect of
                accounting change ...................                                 2.11
    Diluted -   before cumulative effect of
                accounting change ...................          1.36         .71       2.15       2.14       .83
                after cumulative effect of
                accounting change ...................                                 2.10
Cash Dividends                                                 1.00        1.00       1.00       1.00
Market price on December 31..........................         22.38       30.81      50.13      54.38     41.75
Book value (based on year-end
    outstanding shares plus assumed
    conversion of preference shares).................         22.46       22.89      25.26      25.50     16.13
Number of shares outstanding
    at year-end                                               121.1       122.3      128.4      128.4      90.6
Average shares outstanding
    Basic............................................         122.2       124.4      128.4      122.5      90.2
    Diluted..........................................         129.8       132.9      140.3      132.4      90.6
Shareholders (on record).............................         5,254       5,644      5,763      5,736     5,976
----------------------------------------------------------------------------------------------------------------
Other Statistics
Capital expenditures.................................       $   280     $   487    $   515    $   631   $   434
Number of employees..................................        35,959      38,459     40,985     44,611    20,409
Actual preferred shares outstanding..................           8.3         8.4       12.4       12.4
================================================================================================================
<FN>
Notes:
Total  capitalization  includes  total debt (net of cash and cash  equivalents),
minority interests and shareholders' equity.

Certain  reclassifications  of prior  years'  data  have  been  made to  improve
comparability.  The Company has  completed a number of  acquisitions  during the
periods  presented.  Such  acquisitions  were  accounted  for using the purchase
method and may affect the comparability of data on a year-to-year basis.

(1)  The cumulative  effect of accounting  changes resulted from the adoption by
     the Company of EITF 97-13 in 1997.

(2)  Amounts for 1999, 1998, 1997, 1996 and 1995 include  after-tax  adjustments
     for  restructuring,  ($5) or ($.04) per basic and  diluted  share;  $127 or
     $1.02 per basic  share and $.95 per  diluted  share;  $43 or $.33 per basic
     share and $.31 per diluted share;  $32 or $.26 per basic share and $.24 per
     diluted share;  and $67 or $.74 per basic and diluted share,  respectively.
     Net income also includes  after-tax  charges for litigation of $106 or $.87
     per basic and  diluted  share and $78 or $.63 per basic  share and $.59 per
     diluted share for 1999 and 1998, respectively.

(3)  Excluding the adjustments  for  restructuring,  litigation,  the cumulative
     effect of accounting changes and other  non-recurring  items, the return on
     average  shareholders' equity in 1999, 1998, 1997, 1996 and 1995 would have
     been 9.3%, 9.2%, 9.7%, 12.6% and 10.0%, respectively.
</FN>
</TABLE>

                                      -11-
<PAGE>
                         Crown Cork & Seal Company, Inc.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------    RESULTS OF  OPERATIONS
          ---------------------------------------------------------------
          (in millions, except per share, employee,  shareholder and statistical
          data; per share earnings are quoted as diluted)

                                  INTRODUCTION
                                  ------------

This  discussion  summarizes the  significant  factors  affecting the results of
operations  and  financial  condition of Crown Cork & Seal  Company,  Inc.  (the
"Company") during the three-year period ended December 31, 1999. This discussion
should  be  read in  conjunction  with  the  Consolidated  Financial  Statements
included in this annual report.

Financial results (operating income, pre-tax income, net income and earnings per
share) for 1999, 1998 and 1997 were impacted by restructuring  and other charges
or accounting changes. These items are summarized below:

                         RESTRUCTURING AND OTHER CHARGES
                         -------------------------------

Pre-tax  income was charged for $156 ($101 after taxes or $.78 per share),  $304
($205  after  taxes or $1.54 per  share),  and $67 ($43 after  taxes or $.31 per
share) in 1999, 1998 and 1997, respectively.

Further information concerning the details of the restructuring plans, including
a  reconciliation  of the  restructuring  accrual is  included  in Note L to the
Consolidated  Financial  Statements  and under  Provision for  Restructuring  as
provided later in this discussion. Further information concerning the details of
the other charge is included in Note K to the Consolidated  Financial Statements
and under Provision for Litigation as provided later in this discussion.

                               ACCOUNTING CHANGES
                               ------------------

During  the  fourth  quarter  of  1997,  the  Company   implemented  EITF  97-13
retroactive to October 1, 1997. The after-tax  effect of this accounting  change
was a one-time charge to 1997 earnings of $8 or $.05 per share.  The incremental
charge to 1997 earnings in the fourth  quarter from this  accounting  change was
not  significant.  This  accounting  change did not, and will not, have any cash
flow  impact  on the  Company  and is  more  fully  described  in  Note B to the
Consolidated Financial Statements.

                              RESULTS OF OPERATIONS
                              ---------------------

The  Company  is  organized  on the  basis  of  geographic  regions  with  three
reportable segments:  Americas,  Europe and Asia-Pacific.  The Americas includes
the United States, Canada and South and Central America. Europe includes Europe,
Africa and the Middle East.  Although the economic  environments  within each of
these reportable  segments are quite diverse,  they are similar in the nature of
their products, the production processes,  the types or classes of customers for
products and the methods used to  distribute  products.  Asia-Pacific,  although
below reportable segment thresholds, has been designated as a reportable segment
because  considerable  review  is made  of this  region  for the  allocation  of
resources.  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 of the Company.  "Other" includes Corporate  activities,
such as Corporate Technology and, prior to 1998, included the divested machinery
operations of Crown-Simplimatic.

The Company  evaluates  performance  and allocates  resources based on operating
income, that is, income before net interest,  foreign exchange and gain(loss) on
sale of assets. The accounting policies for each reportable segment are the same
as those  described in Note A, "Summary of Significant  Accounting  Policies" to
the consolidated financial statements.

NET SALES
---------

Net sales during 1999 were  $7,732,  a decrease of $568 versus 1998 net sales of
$8,300. Net sales during 1997 were $8,495. Sales from U. S. operations decreased
6.5% and 1.7% in 1999 and 1998, respectively.

                                      -12-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Non-U.  S. sales decreased 7.1% and 2.7% in 1999 and 1998,  respectively.  U. S.
sales accounted for 40.4% of consolidated  net sales in 1999,  40.2% in 1998 and
40.0% in 1997.

<TABLE>
<CAPTION>
                                                    Net Sales                        % Increase/(Decrease)
                                          -----------------------------           ----------------------------
DIVISION                                    1999       1998       1997              1999/1998      1998/1997
--------------------------------------------------------------------------------------------------------------
<S>                                        <C>        <C>        <C>                  <C>           <C>
Americas............................       $3,817     $4,077     $4,021               (6.4)         1.4
Europe..............................        3,590      3,888      4,045               (7.7)        (3.9)
Asia-Pacific........................          325        335        369               (3.0)        (9.2)
Other...............................                                 60
                                           ----------------------------
                                           $7,732     $8,300     $8,495               (6.8)        (2.3)
                                           ============================
</TABLE>

The decrease in 1999  Americas  Division net sales is a result of (i) sales unit
volume  declines  across most U.S. and Canadian metal  packaging  product lines,
(ii)  the  disposal  of  the  Company's   composite  can  business,   (iii)  the
pass-through  of lower raw material  costs,  primarily in aluminum cans and ends
and PET bottles, to customers and (iv) weak economic conditions in South America
following Brazil's January 1999 currency devaluation;  partially offset by sales
unit volume increases in PET beverage bottles, beverage and non-beverage plastic
closures,  aerosol cans and beverage  cans and ends at the  Company's  Colombian
beverage can joint  venture.  Lower pricing in 1999 had an overall 3.5% negative
effect on net sales compared to 1998 while volume declines  reduced division net
sales by 2.0%. The increase in 1998 Americas  Division net sales was a result of
(i) sales unit volume  increases  across most U.S. and Canadian  products,  most
notably beverage cans, aerosol cans, PET beverage bottles and beverage closures,
(ii)  increased  sales unit volumes of beverage  cans in  Argentina,  Brazil and
Mexico and (iii)  initial  sales unit volumes at the  Company's new beverage can
plant in Colombia;  offsetting  (i) sales unit volume  decreases of food cans in
the U.S.  and  Canada  and (ii)  decreased  raw  material  prices  which  forced
decreases in selling prices,  primarily in PET bottles. U.S. sales accounted for
approximately  81.8% of  division  net  sales in both 1999 and 1998 and 84.4% in
1997.

Excluding the unfavorable impact of foreign currency  translation,  net sales in
the European  Division  decreased  4.3% in 1999 versus  1998.  The decrease is a
result of (i)  competitive  pricing  across many product  lines coupled with the
pass-through of lower raw material costs,  reducing  division net sales by 3.0%,
(ii) sales unit volume decreases of food cans in the United Kingdom,  Iberia and
Central  Europe,  (iii) lower  aerosol can volumes in the United  Kingdom,  (iv)
lower overall sales unit volumes in health and beauty care packaging and (v) the
divestment of a majority portion of the Company's  interest in its South African
beverage can operations; partially offset by increased sales unit volumes of (i)
beverage  cans,  up 7.5% for the year with  strong  performances  in the  United
Kingdom,  France, Greece and Spain, (ii) food can volumes in Benelux, France and
Italy, (iii) plastic beverage closures,  up 10.8% and (iv) PET beverage bottles,
up 5.9%. Pricing remained competitive throughout the division across all product
lines especially in food cans where constant dollar sales values were 3.4% lower
than in 1998 despite an overall  volume  increase of 1.9%.  The decrease in 1998
European  Division net sales was a result of (i) lower PET resin costs passed on
to customers in the form of lower selling prices, (ii) lower food can volumes in
the United  Kingdom and Spain,  (iii) lower  beverage  can volumes in the United
Kingdom and Turkey, (iv) lower aerosol volumes in the United Kingdom and (v) the
appreciation  of the U.S.  dollar  against most European  currencies;  partially
offset by (i)  increased  food can volumes in France and Italy,  (ii)  increased
beverage  closure volumes  throughout the division and (iii) increased  beverage
can  volumes in Spain and the United  Arab  Emirates.  Demand for several of the
Company's  products in the United  Kingdom was adversely  affected by the strong
pound sterling  during 1998. Not only was it more difficult for our customers to
export  filled  products,  but their local market was made more  competitive  by
filled imports.

The decrease in net sales for the  Asia-Pacific  Division in 1999 as compared to
1998 was  primarily  the result of decreased  beverage can sales in China as all
Chinese operations  suffered from anti-American  sentiment following the Chinese
embassy  bombing in Kosovo as well as the  lingering  effects  from the European
health scare crisis  affecting one of our major  customers.  Lower  beverage can
pricing, a result of very aggressive  competition  throughout the division,  was
the major pricing factor which reduced  division net sales 4.8% during

                                      -13-

<PAGE>
                         Crown Cork & Seal Company, Inc.

1999.  The  Company's  operations  in Thailand  reported  very strong sales unit
volume  increases  across all product lines,  most notably,  beverage,  food and
seafood  cans and plastic  beverage  closures.  Net sales in 1998 as compared to
1997 for the Asia-Pacific Division decreased as a result of (i) the appreciation
of the U.S.  dollar  against  most  Southeast  Asian  currencies  which  reduced
division  net sales by $20,  (ii) lower food can sales  unit  volumes  primarily
reflecting  the  restructuring  of operations in Malaysia and Singapore in 1997,
(iii)  competitive  pricing across all product lines throughout the division due
mainly to excess  capacity and (iv)  political  unrest which  hampered  economic
growth in several Southeast Asian countries; partially offset by increased sales
unit volumes of (i) beverage cans in China,  Singapore and Vietnam and (ii) food
cans in Thailand.

COST OF PRODUCTS SOLD
---------------------

Cost of products sold,  excluding  depreciation and  amortization,  for 1999 was
$6,060; a 7.2% decrease from $6,527 in 1998, following decreases of 2.7% in 1998
and .4% in 1997.  The  decreases in cost of products  sold are  attributable  to
continuing cost savings from  restructuring  programs,  the  appreciation of the
U.S. dollar against many foreign  currencies,  decreased  aluminum and PET resin
prices and lower sales unit volumes in many product lines.

As a  percentage  of net  sales,  cost of  products  sold  was  78.4% in 1999 as
compared to 78.6% in 1998 and 79.0% in 1997. The  improvement in gross margin is
due  primarily  to the  benefits  derived  from the  Company's  continuing  cost
containment  and   restructuring   programs   partially  offset  by  competitive
influences on selling prices.

SELLING AND ADMINISTRATIVE
--------------------------

Selling and administrative  expenses for 1999 were $348, a decrease of 8.2% from
$379 in 1998,  following  a decrease  of 8.5% in 1998 and an increase of 7.0% in
1997.  The  decreases in 1999 and 1998 selling and  administrative  expenses are
primarily related to the restructuring activities within acquired CMB operations
and the  appreciation of the U.S. dollar against most European  currencies.  The
increase in 1997 costs was directly related to the consolidation of CMB activity
for a full year in 1997 as compared to only 45 weeks in 1996. As a percentage of
net sales,  selling and administrative  expenses were 4.5% in 1999, 4.6% in 1998
and 4.9% in 1997.

OPERATING INCOME
----------------

The Company  views  operating  income as the  principal  measure of  performance
before interest costs and other nonoperating  expenses.  Operating income, after
restructuring and other charges, was $646, $557 and $766 in 1999, 1998 and 1997,
respectively.  Operating income before restructuring and other charges was $802,
$861 and $833 in 1999, 1998 and 1997,  respectively.  Operating  income,  before
restructuring and other charges,  as a percentage to net sales was 10.4% in both
1999 and 1998 and 9.8% in 1997.

An analysis of operating  income,  before  restructuring  and other charges,  by
operating division follows:

<TABLE>
<CAPTION>

                                                   Operating Income                 % Increase/(Decrease)
                                            ------------------------------      ----------------------------
DIVISION                                      1999       1998       1997          1999/1998      1998/1997
------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>        <C>              <C>           <C>
Americas.................................       $384       $374       $335             2.7           11.6
Europe...................................        456        556        565           (18.0)          (1.6)
Asia-Pacific.............................         31          3          7           933.3          (57.1)
Other....................................        (69)       (72)       (74)            4.2            2.7
                                            ------------------------------
                                                $802       $861       $833            (6.9)           3.4
                                            ==============================
</TABLE>

Operating income in the Americas  Division was 10.1% of net sales in 1999 versus
9.2% in 1998 and 8.3% in 1997. The increase in 1999 operating income and margins
was primarily due to (i) cost savings in the  Company's  U.S.  metal and plastic
container  businesses from related 1998 and 1997  restructuring  programs,

                                      -14-

<PAGE>
                         Crown Cork & Seal Company, Inc.

(ii) sales unit volume gains in PET beverage bottles, aerosol cans, beverage and
non-beverage plastic closures and beverage cans and ends in Colombia and (iii) a
$7 reduction in division selling and administrative costs,  including $5 in U.S.
operations;  partially offset by (i) sales unit volume declines across most U.S.
and Canadian metal  packaging  product  lines,  (ii)  competitive  selling price
pressures across most division product lines and (iii) the January 1999 currency
devaluation  in Brazil which had the effect to drive local currency raw material
prices higher with price pressures  prohibiting  the full  pass-through of these
cost increases. The increase in 1998 operating income and margins was due to (i)
increased  sales unit volumes in the U.S. and Canada across most product  lines,
(ii)  increased  manufacturing  efficiencies  in the U.S. and (iii) the benefits
derived  from  restructuring,  capital  expenditure  and other cost  improvement
programs  initiated in recent  years;  offsetting  (i)  continued  U.S.  pricing
pressures in food cans and in both metal and plastic beverage  containers,  (ii)
lower  beverage can pricing in Argentina  and Brazil and (iii) sales unit volume
decreases  of food cans in the U.S.  and Canada.  The  Company has entered  into
contracts  with its  suppliers of aluminum can and end sheet which,  by formula,
guarantee prices for a period of six months.  This pricing structure is directly
tied to a rolling  average of the prior six months'  market price of aluminum on
the LME.  Further,  "ceiling" prices have been established under these contracts
which set maximum prices that the Company would pay for aluminum.

European  Division  operating  income was 12.7% as a percentage  of net sales in
1999 compared to 14.3% in 1998 and 14.0% in 1997. The decrease in 1999 operating
income and margins is a result of (i) competitive pricing across several product
lines,  (ii) sales unit  volume  decreases  of food cans in the United  Kingdom,
Iberia and Central  Europe,  (iii) lower aerosol  volumes in the United Kingdom,
(iv) lower  overall  sales unit volumes in health and beauty care  packaging and
(v) the appreciation of the U.S. dollar against most European currencies.  These
factors offset (i) strong sales unit volume performances in (a) beverage cans in
the United Kingdom,  France, Greece and Spain, (b) plastic beverage bottles, (c)
plastic beverage closures,  (d) food cans in Benelux,  France and Italy and (ii)
cost  reductions  from   restructuring,   capital  expenditure  and  other  cost
improvement  programs.  Weaker demand,  particularly in the food can sector, has
led to excess capacity within the industry,  and the resulting price competition
has adversely affected the division's profitability.  Our shipments of food cans
were 1.9% greater in 1999 than 1998;  however,  these stronger shipments were in
the more price  competitive  markets.  Throughout  the  division,  selling price
decreases in excess of raw material  cost  reductions  obtained  from  suppliers
reduced  division   profitability  by  15%  in  1999.  We  expect  the  European
marketplace  to be challenging in the near term. The decrease of $9 in operating
income in 1998 was a result of (i) the  appreciation  of the U.S. dollar against
most European  currencies,  (ii) very competitive food can pricing in France and
Italy and (iii)  decreased  sales  unit  volumes in the  United  Kingdom  across
several product lines. However,  operating income, as a percentage to net sales,
increased  over  1997  due  to  cost  savings  achieved  by  restructuring   and
modernizing acquired CMB and existing Company operations.

Operating  income  in the  Asia-Pacific  Division  was 9.5% of net sales in 1999
versus .9% in 1998 and 1.9% in 1997. The increase in 1999  operating  income and
margins was due  primarily to (i) sales unit volume  increases of seafood  cans,
food  cans,  beverage  cans,  aerosol  cans and  plastic  beverage  closures  in
Thailand,  (ii) sales unit volume  increases  of beverage  cans in Malaysia  and
Singapore,  (iii) cost  reductions,  approximating  46% of the operating  income
improvement,  achieved through line speed,  spoilage reduction and restructuring
programs and (iv) the  appreciation of many Southeast Asian  currencies  against
the U.S. dollar, which offset (i) sales unit volume declines of beverage cans in
China  and  (ii)  competitive   selling  pressures  across  many  product  lines
throughout  the region.  The decrease in 1998  operating  margins was due to (i)
competitive  pricing  across all product lines  throughout the division and (ii)
the  ongoing  appreciation  of the U.S.  dollar  against  most  Southeast  Asian
currencies  offsetting  (i) strong sales unit volumes of beverage cans in China,
Singapore,  and Vietnam, (ii) strong sales unit volumes of food cans in Thailand
and (iii) the  benefits  accruing to the Company  from the closure of ten plants
since the second quarter of 1996.

GAIN ON SALE OF ASSETS
----------------------

On August 20, 1999, the Company sold its composite can business for $44 in cash.
The business  sold included  manufacturing  assets at three  separate  locations
which had generated annual net sales of approximately $30. Gains,  totaling $18,
were realized from the sales of the composite can business and

                                      -15-

<PAGE>
                         Crown Cork & Seal Company, Inc.

seventeen  surplus  properties  in  1999.  In May  1997,  the  Company  sold its
Crown-Simplimatic  Machinery  operations  to a  group  of  investors,  including
division  management.  The selling price of $105 included $90 in cash and $15 of
8% Class A Preferred  Stock that is convertible  into  approximately  20% of the
common stock of Crown-Simplimatic.  The Company also sold ten surplus properties
in 1997.  Gains,  totaling  $38,  were  realized from the sales of the machinery
operations and surplus properties in 1997.

NET INTEREST EXPENSE/INCOME
---------------------------

Net interest  expense was $342 in 1999, a decrease of $21 when  compared to 1998
net  interest  expense  of $363.  Net  interest  expense  was $340 in 1997.  The
decrease  in 1999 net  interest  expense is due  primarily  to  generally  lower
interest rates,  debt reduction and lower raw material costs which helped reduce
the early season build-up of working capital.  The increase in 1998 net interest
expense  was due to the March 1998  repurchase  of common and  preferred  stock.
Further  information  regarding  Company financing and repurchases of common and
preferred stock is presented in the Liquidity and Capital  Resources  section of
this discussion and Note O to the Consolidated Financial Statements.

FOREIGN EXCHANGE
----------------

Unfavorable  foreign  exchange  adjustments  of $13, $14 and $7 were recorded in
1999,  1998 and 1997,  respectively,  primarily  from the  remeasurement  of the
Company's operations in highly inflationary economies.

TAXES ON INCOME
---------------

The effective tax rates on income were 34.0%,  41.1% and 32.4% in 1999, 1998 and
1997, respectively. Excluding restructuring and other charges, the effective tax
rates were  34.4%,  35.7% and 32.8% in 1999,  1998 and 1997,  respectively.  The
decrease in the effective tax rate in 1999 is principally a result of the effect
of  non-deductible  goodwill  amortization  having a lesser percentage impact on
higher pre-tax income. The decrease in the effective tax rate in 1999, excluding
restructuring and other charges, is primarily due to (i) a tax rate reduction in
the United Kingdom; (ii) increased pre-tax income in lower tax rate countries in
Asia and South America and (iii) taxable profits in Company operations where the
utilization of previous net operating losses offset current tax liabilities. The
effective rate was lower than the U.S. statutory rate of 35% in 1999 and 1997 as
a result of lower  effective  rates in non-U.S.  operations  and the  continuing
reevaluation of reserve and valuation allowance  requirements;  partially offset
by   nondeductible   amortization   of  goodwill   and  other   intangibles.   A
reconciliation of the Company's  effective tax rate from the U.S. statutory rate
is presented in Note S to the Consolidated Financial Statements.

MINORITY INTERESTS, NET OF EQUITY EARNINGS
------------------------------------------

Minority  interests'  share of net income was $23,  $5 and $9 in 1999,  1998 and
1997, respectively.  The increase in minority interests in 1999 is due primarily
to (i) increased profits throughout Asia, most notably Thailand,  (ii) increased
profits in Greece due to the  acquisition of Alucanco,  (iii) the elimination of
start-up losses in Colombia and (iv) the divestment of a majority portion of the
Company's  interest in its South African  beverage can operations which reported
operating losses in 1998.

Equity in  earnings  of  affiliates  was $0,  $4 and $2 in 1999,  1998 and 1997,
respectively.  The decrease in equity earnings in 1999 primarily  relates to (i)
lower earnings in the Company's  non-consolidated  affiliates in Brazil,  Mexico
and Venezuela and (ii) the write-off of a Company investment in Spain.

NET INCOME AND EARNINGS PER SHARE
---------------------------------

Net income for 1999 was $166 compared with $88 in 1998 and $271 in 1997. Diluted
earnings per share for 1999 was $1.36  compared with $.71 and $2.10 for 1998 and
1997,  respectively.  Net income from  operations,  excluding  the provision for
restructuring  and  other  charges,  gain on sale of assets  and the  cumulative
effect of accounting  changes,  was $257,  $293 and $294 in 1999, 1998 and 1997,
respectively,  while diluted  earnings per share were $2.10,  $2.33 and $2.26 in
1999, 1998 and 1997, respectively.

                                      -16-

<PAGE>
                         Crown Cork & Seal Company, Inc.

                               FINANCIAL POSITION
                               ------------------

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Cash and cash equivalents totaled $267 at December 31, 1999 compared to $284 and
$206 at December 31, 1998 and 1997, respectively.  The Company's primary sources
of cash in 1999 consisted of (i) funds provided from  operations  $827; (ii) the
sale of assets and  businesses  $135;  and (iii) proceeds from long-term debt of
$685.  The  Company's  primary  uses  of cash  in  1999  consisted  of (i) a net
reduction in short-term debt of $899; (ii) capital  expenditures of $280;  (iii)
payments of long-term  debt $225;  and (iv) dividends paid $138. The increase in
funds  provided  from  operations  in 1999  versus  1998 is a  result  of  lower
increases in working capital.

The  Company  funds its  working  capital  requirements  on a  short-term  basis
primarily  through  issuances of  commercial  paper.  At December 31, 1999,  the
commercial  paper  program  was  supported  by  a  $2,500  multicurrency  credit
agreement maturing in February 2002 with interest at market rates. The Company's
use of the facility is not  restricted.  At December  31,  1999,  $194 was drawn
against this facility.  Based on the Company's intention and ability to maintain
its credit  facility  beyond  1999,  $700 of  commercial  paper  borrowings  was
classified  as long-term  at December  31, 1999.  There was $1,604 and $2,074 in
commercial paper outstanding at December 31, 1999 and 1998, respectively.

On August 25, 1999,  the Company sold $350 of public debt  securities  utilizing
the remaining available  outstanding on its November 26, 1996 shelf registration
filing with the Securities and Exchange Commission (the "SEC"). The Senior Notes
will mature on September 1, 2002 and will bear  interest from August 30, 1999 at
a rate of 7.125% per annum, payable semiannually.  The proceeds of this offering
were used to pay down short-term commercial paper.

On  December  2, 1999,  the Company  sold Euro 300 6% Senior  Notes  through its
wholly owned  finance  subsidiary,  Crown Cork & Seal  Finance  S.A.  located in
France. The notes are unconditionally and irrevocably  guaranteed by the Company
and will mature December 6, 2004. The notes are not registered  under the United
States  Securities Act of 1933, but are listed on the Luxembourg Stock Exchange.
The  proceeds of the  offering  were used to pay down  short-term  French  Franc
indebtedness.

The  Company's  long-term  debt  securities  are rated Baa2 by Moody's  Investor
Service and BBB by Standard and Poor's Corporation.

On March 2, 1998, the Company  completed the  repurchase of 4,093,826  shares of
its common  stock at $49.00 per share and  3,660,300  shares of its  acquisition
preferred  at  $46.00  per  share  from  Compagnie  Generale  d'Industrie  et de
Participations (CGIP). The repurchased shares represented  approximately 5.3% of
the Company's then outstanding voting securities and left CGIP with 4.99% voting
power in the Company.  The repurchased shares included all of CGIP's acquisition
preferred  position which represented  approximately 30% of the then outstanding
shares of acquisition  preferred.  These repurchased preference shares have been
retired.  The  transaction  included an agreement to terminate the  Shareholders
Agreement  dated  February  22, 1996  between the Company and CGIP.  Among other
changes,  CGIP no longer retains the right to designate Company  directors.  The
transaction  value  of $369 was  financed  through  an  increase  in  short-term
indebtedness.

The Company's  ratio of total debt (net of cash and cash  equivalents)  to total
capitalization  was 60.3%,  62.3% and 56.1% at December 31, 1999, 1998 and 1997,
respectively.  Total capitalization is defined by the Company as total debt (net
of cash and cash equivalents),  minority interests and shareholders' equity. The
decrease  in the  Company's  debt in 1999 was due to free cash flow  (defined as
cash from  operations less capital  expenditures  and dividends paid) of $409 as
compared to 1998 free cash flow of $42. The increase in the Company's total debt
in recent years is  principally  due to the  repurchase  of common and preferred
stock  from  CGIP  referred  to  above,  the  1996  acquisition  of CMB  and the
significant  capital  expenditure  program which the Company has committed to in
recent years. As of December 31, 1999, $169 of long-term debt matures within one
year.

                                      -17-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Management  believes that, in addition to current financial  resources (cash and
cash equivalents and the Company's  commercial paper program),  adequate capital
resources are available to satisfy the Company's  ongoing  investment  programs.
Such sources of capital would include,  but not be limited to, bank  borrowings.
Management  believes that the Company's  cash flow is sufficient to maintain its
current operations.

MARKET RISK
-----------

In the normal  course of  business,  the Company is exposed to  fluctuations  in
currency  values,  interest rates,  commodity prices and other market risks. The
Company  addresses  these  risks  through a  program  that  includes  the use of
financial  instruments.  The Company  controls the credit risks  associated with
these  financial  instruments  through credit  approval,  investment  limits and
centralized  monitoring  procedures  and  systems.  The Company uses only liquid
investments  from  creditworthy  institutions and does not enter into leveraged,
tiered or illiquid contracts. Further, the Company does not enter into financial
instruments for trading purposes.

International operations, principally European, constitute a significant portion
of the Company's consolidated revenues and identifiable assets. These operations
result  in a  large  volume  of  foreign  currency  commitment  and  transaction
exposures and  significant  foreign  currency net asset  exposures.  The Company
manages its foreign currency transaction risk to minimize the volatility of cash
flows  caused  by  currency   fluctuations  by  forecasting   foreign   currency
denominated cash flows of each subsidiary and aggregating these cash inflows and
outflows in each  currency to determine the overall net  transaction  exposures.
The Company  does not  generally  hedge its  exposure to  translation  gains and
losses; however, by borrowing in local currencies, it reduces such exposure. The
Company  has entered  into  cross-currency  swaps to hedge the  related  foreign
currency  exchange  risk  related to  subsidiary  debt which is  denominated  in
currencies other than the functional currency of the related  subsidiary.  These
fixed rate to fixed rate  cross-currency  swaps will  settle in 2003  ($400) and
2006 ($300).

The information below summarizes the Company's market risks associated with debt
obligations  and  other  significant  financial  instruments  outstanding  as of
December  31,  1999.  Further  information  specific  to  Company  financing  is
presented in Notes O and P to the Consolidated Financial Statements.

The table below  provides  information  in U.S.  dollars as of December 31, 1999
about the Company's  forward currency  exchange  contracts.  The majority of the
contracts expire in 2000.

<TABLE>
<CAPTION>
                                                           Contract         Average Contractual
Buy/Sell                                                    Amount             Exchange Rate
---------------                                           -----------        -------------------
<S>                                                          <C>                    <C>
Sterling/Euro..........................................      $499                   1.57
Euro/Sterling..........................................       336                    .63
Singapore dollars/U.S. dollars.........................       137                    .60
U.S. dollars/Canadian dollars..........................       107                   1.48
</TABLE>

The Company has an additional $257 in a number of smaller  contracts to purchase
or sell various other currencies, principally European, as of December 31, 1999.
Unrealized gains on these contracts at December 31, 1999 were $4.

Total  forward  exchange  contracts  outstanding  as of  December  31, 1998 were
$2,680.  The significant  decline in outstanding  contracts from 1998 to 1999 is
due  primarily to the  introduction  of the Euro which is discussed  under "Euro
Conversion" later in this discussion.

The Company manages its interest rate risk,  primarily from fluctuations in U.S.
prime and LIBOR interest rates,  in order to balance its exposure  between fixed
and variable rates while  attempting to minimize its interest costs.  Generally,
the Company  maintains  variable  interest rate debt at a level of 40% to 60% of
total  borrowings.  The Company  manages its interest  rate risk by retiring and
issuing debt from time to time and by executing interest rate swaps.

For debt obligations,  the table below presents principal cash flows and related
interest rates by year of maturity.  Variable interest rates disclosed represent
the weighted  average rates at December 31, 1999.  For

                                      -18-

<PAGE>
                         Crown Cork & Seal Company, Inc.

interest rate swaps,  the table presents  notional  amounts and related interest
rates by year of maturity. For these swaps, the variable rates presented are the
average forward rates for the term of each contract.

<TABLE>
<CAPTION>
                                                                  Year of Maturity
                                       ------------------------------------------------------------------------
Debt                                       2000        2001        2002        2003         2004  Thereafter
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>        <C>         <C>          <C>      <C>
Fixed rate............................   $  133         $36        $371        $620         $318     $1,432(2)
Average interest rate.................     7.1%        7.5%        7.1%        6.9%         6.1%       7.9%
---------------------------------------------------------------------------------------------------------------
Variable rate (1).....................   $1,390         $72        $714        $ 11         $  6     $    1
Average interest rate.................     4.8%        6.1%        5.5%        7.6%         7.5%       6.8%
---------------------------------------------------------------------------------------------------------------
Interest rate swaps:
Fixed to variable.....................                  $39
Average pay rate......................                 4.4%
Average receive rate..................                 6.9%
---------------------------------------------------------------------------------------------------------------
<FN>
(1)  $700  of  commercial  paper  borrowings  due  in  2000  are  classified  as
     long-term,  reflecting the Company's  intent and ability to refinance these
     borrowings on a long-term basis through committed credit facilities.

(2)  Includes debentures of $200 with a maturity of 2023 which are redeemable at
     the option of the Company,  with prior notice to holders, at any time on or
     after April 15, 2003.  Redemption  values vary as defined in the prospectus
     dated January 15, 1993.
</FN>
</TABLE>

At December 31, 1998,  fixed rate debt of $2,381 was outstanding with an average
interest rate of 7.6%, and variable rate debt of $3,273 with an average interest
rate of 5.6% was  outstanding.  The  increase  in fixed  rate debt (22%) and the
decrease in variable rate debt (33%) is due primarily to replacement of variable
rate debt with fixed rate debt issued  during 1999 and improved  operating  cash
flows which have permitted the Company to reduce additional  variable rate debt.
At  December  31,  1998,  fixed  to  variable  interest  rate  swaps of $74 were
outstanding  with an  average  pay rate of 4.0% and an average  receive  rate of
6.9%.

The Company's use of financial  instruments  in managing  market risk  exposures
described above is consistent with the prior year.

PROVISION FOR RESTRUCTURING
---------------------------

During 1999,  management decided not to close a plant originally provided for in
the  September  1998  restructuring  program  based on a customer's  decision to
increase its  purchases  in that plant's  geographic  market.  As a result,  the
reserves of $12 ($8  after-tax  or $.06 per share)  previously  established  for
employee  severance  and related  benefits  and of $3 ($2  after-tax or $.02 per
share)  for other  exit costs were  reversed  to  income.  Accordingly,  the 200
employees at this location will not be terminated.

During  the third  quarter  of 1999,  management  decided  to close one plant in
Europe and to reorganize certain research and development  functions  worldwide.
Accordingly,  a charge of $8 ($5  after-tax  or $.04 per share) was  recorded in
1999 to cover these  actions,  including $6 for employee  severance  and related
benefits,  covering  200  employees,  and $2 for  other  exit  costs,  primarily
dismantlement,  security and utility costs.  The Company  anticipates that these
restructuring  actions will generate after-tax savings of approximately $7 ($.05
per share) on an annualized basis when fully implemented.

During 1998,  the Company  provided $179 ($127  after-tax or $.95 per share) for
the costs  associated  with  closing  thirteen  plants  and  reorganizing  three
additional  plants.  Included in the restructuring  charge were costs to provide
severance and related  benefits,  write-down of assets and other exit costs. The
Company  anticipates  that this  restructuring  program will generate  after-tax
savings of approximately  $59 ($.45 per share) on an annualized basis when fully
implemented  after giving effect to the reversal  discussed  above.  The cost of
providing  severance  and related  benefits  was  estimated  at $99,  was a cash
expense,  and covered the reduction of approximately  2,900 employees,  1,900 of
whom were involved in direct manufacturing operations. Cash requirements of this
action were funded from operations.

                                      -19-

<PAGE>
                         Crown Cork & Seal Company, Inc.

The employees identified in the restructuring  actions include personnel at each
plant to be  closed  or  reorganized.  During  1999,  payments  of $73 were made
related to the termination of approximately 2,100 employees,  1,200 of whom were
involved in direct  manufacturing  operations.  During 1998 approximately  2,200
employees,  including 1,800 involved in direct  manufacturing  operations,  were
terminated with payments totaling $107. Of those  terminated,  approximately 600
related to the 1998  restructuring  action.  The 1998  restructuring  action for
employee reductions was completed at the end of the third quarter of 1999.

Included in the 1998 action was a charge of $60,  reflecting  the  impairment of
property,  plant and equipment principally located in the Americas Division. The
reserves for write-downs  have been reflected in the balance sheet as reductions
to the carrying values of the related assets. Write-downs of property, plant and
equipment were made where their carrying values exceeded the Company's  estimate
of proceeds from  abandonment  or disposal.  These  estimates  were  principally
determined  on the basis of past  experience  for  comparable  asset  disposals.
Disposition  of assets  identified  for disposal in the 1998  action,  including
certain machinery,  land and buildings,  were substantially completed by the end
of 1999. Most of the revenue  generating  activities  related to the assets held
for disposal will continue as a result of more  effective  utilization  of other
assets.  Annual depreciation  previously  recognized for the affected assets was
approximately  $4. The carrying value of the land and buildings held for sale at
December 31, 1999 is approximately $19.

Other  non-recurring  exit  costs were a charge of $20 and were  primarily  cash
expenses,  comprising  the  costs  to  effectively  close  and  dispose  of  the
facilities  identified in the 1998 plan. Exit costs include, but are not limited
to, lease termination and other contract cancellations,  dismantlement costs and
brokers' fees for assets to be sold. These costs were substantially  incurred by
the end of 1999.

During 1997, the Company  provided $67 ($43 after-tax or $.31 per share) for the
costs  associated  with a plan to  improve  the  structure  of its  PET  plastic
beverage container business in the United States by closing and reorganizing six
manufacturing  locations in its CONSTAR  subsidiary  along with other,  non-PET,
restructuring  activities,  primarily  in  Europe.  This  restructuring  program
covered approximately 600 employees.

PROVISION FOR LITIGATION
------------------------

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.

Prior to 1998, the amounts paid to asbestos litigation claimants were covered by
a fund  of $80  made  available  to the  Company  under a 1985  settlement  with
carriers   insuring  the  Company   through  1976,   when  the  Company   became
self-insured.  From 1985 through  1997,  the Company  disposed of  approximately
70,000  claims  for  amounts  which  aggregated  approximately  one-half  of the
original fund.

Until  the  fourth  quarter  of 1998 the  Company  considered  that the fund was
adequate and that the  likelihood  of exposure for this  litigation in excess of
the amount of the fund was remote. This view was based on the Company's analysis
of its potential  exposure,  the balance  available  under the 1985  settlement,
historical trends and actual settlement ranges.  However, a change in Texas law,
caused,  along with other factors,  an unexpected  increase in claims  activity.
This,  along with  several  larger  group  settlements,  caused  the  Company to
reevaluate  its position.  As a consequence,  the Company  provided an after-tax
charge  of $78 ($ .64 per  share) to  supplement  the  remaining  fund and cover
estimated future liability claims.

Each quarter, the Company evaluates the nature and amounts of claims settled and
new claims  received in order to determine the adequacy of its asbestos  related
accrual.  During the fourth quarter of 1999, the Company  recorded an additional
after-tax  charge of $106 (or  $0.87 per  share) to  increase  its  estimate  of
probable costs related to asbestos.  Of this total,  management expects to spend
approximately  $70 during the next year.  The need to  increase  the accrual was
primarily  driven by an  acceleration  of pending claims as well as larger group
settlements which occurred in the fourth quarter.

                                      -20-

<PAGE>
                         Crown Cork & Seal Company, Inc.

At December 31, 1999,  approximately 40,000 asbestos personal injury claims were
pending against the Company. During 1999, approximately 33,000 claims were filed
and the Company disposed of approximately  58,000 claims for  approximately  $92
which will be paid to claimants over a period of several  years.  These figures,
and the charge noted  above,  do not include  27,000  pending  claims  involving
plaintiffs  who  allege  that they are,  or were,  maritime  workers  subject to
exposure  to  asbestos,  but whose  claims  the  Company  believes,  based  upon
counsel's advice, will not, in the aggregate, involve any material liability.

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.

CAPITAL EXPENDITURES
--------------------

Consolidated  capital expenditures totaled $280 in 1999 as compared with $487 in
1998. Minority partner  contributions to consolidated  capital expenditures were
approximately  $4 and $6 in 1999 and 1998,  respectively.  During  the past five
years, capital expenditures totaled $2,347.

Expenditures   in  the  Americas   Division   totaled  $112  including   several
single-serve  PET  preform  and bottle  capacity  expansion  and  lightweighting
projects in the U.S.,  beverage can capacity  expansion and line speed  programs
and several new health and beauty care projects.

Spending in the European  Division for 1999 totaled $152 as the Company invested
in draw  redraw  food can lines in France  and  Italy,  increased  printing  and
coating  capacity,  increased  plastic beverage closure capacity and in specific
pharmaceutical applications.

Investments of $10 were made in the Asia-Pacific Division in 1999 as the Company
installed a second beverage can line in its plant in Huizhou, China.

The  Company  expects  its  capital  expenditures  in 2000 to  approximate  $300
including joint-venture partner contributions estimated at approximately $5. The
Company  plans  to  continue  capital  expenditure  programs  designed  to  take
advantage of technological  developments which enhance  productivity and contain
costs, as well as those that provide growth opportunities. Capital expenditures,
exclusive of potential  acquisitions,  during the five-year  period 2000 through
2004 are expected to approximate  $1,400,  including $25 being  contributed from
joint-venture partners. Cash flow from operating activities will provide support
for these  expenditures;  however,  depending  upon the Company's  evaluation of
growth  opportunities and other existing market  conditions,  external financing
may be required from time to time.

ENVIRONMENTAL MATTERS
---------------------

The  Company  has  adopted a  Corporate  Environmental  Protection  Policy.  The
implementation  of  this  Policy  is a  primary  management  objective  and  the
responsibility of each employee of the Company.  The Company is committed to the
protection  of human  health and the  environment  and is  operating  within the
increasingly  complex  laws  and  regulations  of  national,  state,  and  local
environmental  agencies or is taking  action aimed at assuring  compliance  with
such laws and regulations.  Environmental  considerations are among the criteria
by which the Company evaluates projects, products, processes and purchases, and,
accordingly,  does not expect compliance with these laws and regulations to have
a material effect on the Company's  competitive  position,  financial condition,
results of operations or capital expenditures.

The Company is dedicated to a long-term environmental protection program and has
initiated and implemented many pollution prevention programs with an emphasis on
source  reduction.  The  Company  continues  to reduce  the  amount of metal and
plastic  used in the  manufacture  of steel,  aluminum  and  plastic

                                      -21-

<PAGE>
                         Crown Cork & Seal Company, Inc.

containers  through  "lightweighting"  programs.  The Company not only  recycles
nearly  100%  of  scrap  aluminum,   steel,  plastic  and  copper  used  in  its
manufacturing  processes,  but through its Nationwide Recyclers  subsidiary,  is
directly involved in post-consumer aluminum, steel and plastics recycling.  Many
of the Company's  programs for pollution  prevention  reduce operating costs and
improve operating efficiencies.

The Company has been  identified by the EPA as a potentially  responsible  party
(along  with  others,  in most cases) at a number of sites.  Estimated  remedial
expenses  for active  projects  are  recognized  in  accordance  with  generally
accepted  accounting   principles  governing  probability  and  the  ability  to
reasonably  estimate future costs.  Actual  expenditures for remediation were $3
and $4 in 1999 and 1998,  respectively.  The Company's  balance  sheet  reflects
estimated gross remediation  liabilities of $19 and $18 at December 31, 1999 and
1998, respectively,  and probable recoveries related to indemnification from the
sellers of acquired  companies and the Company's  insurance  carriers of $10 and
$21 at December 31, 1999 and 1998, respectively.

Environmental exposures are difficult to assess for numerous reasons,  including
the   identification   of  new  sites,   advances  in  technology,   changes  in
environmental  laws and  regulations  and their  application,  the  scarcity  of
reliable data  pertaining to identified  sites,  the difficulty in assessing the
involvement  of and the financial  capability of other  potentially  responsible
parties and the time periods  (sometimes  lengthy)  over which site  remediation
occurs.  It is possible  that some of these  matters  (the  outcome of which are
subject  to  various  uncertainties)  may be  decided  unfavorably  against  the
Company.  It is, however,  the opinion of Company  management,  after consulting
with counsel,  that any  unfavorable  decision will not have a material  adverse
effect on the Company's financial position, cash flows or results of operations.

COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY
-------------------------------------------

Shareholders' equity was $2,891 at December 31, 1999 as compared with $2,975 and
$3,529 at December 31, 1998 and 1997, respectively.  The decrease in 1999 equity
is due to currency  translation  in  non-U.S.  subsidiaries  of $161,  dividends
declared on common stock of $122 and the  repurchase of 1,256,700  common shares
and 50,000 preferred shares offset by $166 of earnings in the business and a $63
minimum  pension  liability  adjustment as more fully described in Note R to the
Consolidated  Financial  Statements.  The decrease in 1998 equity was due to the
repurchase of 6,528,783  common shares and 4,055,300  preferred  shares,  an $87
minimum  pension  liability  adjustment as more fully described in Note R to the
Consolidated Financial Statements and dividends declared on common stock of $125
offset by $88 of earnings in the business,  adjustments for currency translation
in  non-U.S.  subsidiaries  of $31 and the  issuance of 467,600  common  shares,
including  195,600 shares for various  employee benefit plans and 272,000 shares
to five company executive officers. The officers,  four of whom are Directors of
the Company,  borrowed money from the Company and used the funds to purchase the
shares  directly from the Company.  The book value of each share of common stock
at December 31, 1999 was $22.46 as compared to $22.89 and $25.26 at December 31,
1998 and 1997, respectively.

In 1999, the return on average  shareholders'  equity before  restructuring  and
other  charges  and the gain on sale of assets was 9.1% as  compared  to 9.2% in
1998.  Including  the  restructuring  and other  charges,  the return on average
shareholders' equity was 6.2% in 1999 compared to 3.2% in 1998.

The  Company  announced a new share  repurchase  program in 1998.  This  program
allows for the repurchase of up to ten million shares of outstanding  common and
preferred stock, representing approximately 7.5% of then current combined shares
outstanding. Purchases may be made from time to time in open market transactions
at  prevailing  prices or in negotiated  private  transactions  at  management's
discretion.

The Board of Directors has also approved resolutions  authorizing the Company to
repurchase shares of its common stock to meet the requirements for the Company's
various stock purchase and savings plans. The Company acquired 1,256,700 shares,
6,528,783  shares and 342,414 shares of common stock in 1999,  1998 and 1997 for
$29, $286 and $17,  respectively.  The Company also  acquired  50,000 shares and
4,055,300 shares of acquisition  preferred for $1 and $181 during 1999 and 1998,
respectively.

                                      -22-

<PAGE>
                         Crown Cork & Seal Company, Inc.

The Company  declared  cash  dividends  totaling $122 and $125 in 1999 and 1998,
respectively, representing a quarterly dividend of $.25 per common share.

During 1999 and 1998,  18,874 and 10,631 shares,  respectively,  of common stock
were issued under the Dividend Reinvestment and Stock Purchase Plan.

At December 31, 1999, common shareholders of record numbered 5,254 compared with
5,644 at the end of 1998.  Total common shares  outstanding  were 121,081,153 at
December  31,  1999  compared  to  122,337,398  at  December  31,  1998.   Total
acquisition  preferred  shares  outstanding  were 8,325,951 at December 31, 1999
compared to  8,376,451 at December  31,  1998.  On February  26, 2000,  all then
outstanding  shares of acquisition  preferred stock  mandatorily  converted into
7,410,315  shares of common  stock.  After the mandatory  conversion  there were
128,569,204 shares of common stock outstanding.

The Board of Directors adopted a Shareholder  Rights Plan in 1995 and declared a
dividend of one right for each  outstanding  share of common stock.  Such rights
only become  exercisable,  or transferable  apart from the common stock, after a
person or group  acquires  beneficial  ownership  of, or  commences  a tender or
exchange offer for, 15% or more of the Company's  common stock.  Each right then
may be exercised  to acquire one share of common  stock at an exercise  price of
$200,  subject  to  adjustment.   Alternatively,   under  certain  circumstances
involving the  acquisition  by a person or group of 15% or more of the Company's
common stock,  each right will entitle its holder to purchase a number of shares
of the  Company's  common  stock having a market value of two times the exercise
price of the right.  In the event the  Company is  acquired in a merger or other
business  combination  transaction  after a person or group has  acquired 15% or
more of the  Company's  common  stock,  each  right will  entitle  its holder to
purchase a number of the acquiring company's common shares having a market value
of two times the exercise price of the right.  The rights may be redeemed by the
Company  at $.01 per right at any time  until the  tenth  day  following  public
announcement  that a 15% position has been  acquired.  The rights will expire on
August 10, 2005.

INFLATION
---------

Inflation  has not had a  significant  impact on the Company over the past three
years due to strong cash flow from operations. The Company continues to maximize
cash  flow  through  programs  designed  for  cost   containment,   productivity
improvements and capital spending.  Management does not expect inflation to have
a significant impact on the results of operations or financial  condition in the
foreseeable future.

FUTURE ACCOUNTING CHANGES
-------------------------

In June 1998, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
133,  "Accounting for Derivative  Instruments  and Hedging  Activities." In June
1999 the FASB issued SFAS No. 137, an  amendment  to SFAS No. 133.  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 is
currently  evaluating  the  requirements  of this  standard  and is preparing an
implementation plan.

YEAR 2000
---------

Computers and computer  dependent  equipment are used  throughout  the Company's
operations.  Certain  computerized systems 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  available 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.

                                      -23-

<PAGE>
                         Crown Cork & Seal Company, Inc.

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.

In connection  with its Year 2000 project,  the Company has spent  approximately
$19 of which $9 has been  expensed.  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. The Company does not anticipate  significant future costs related to
the Year 2000 issue.

EURO CONVERSION
---------------

On January 1, 1999,  eleven of the fifteen member countries ("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  which  provides
approximately 13% of the Company's  revenues and is a major trading partner with
the  participating  countries.  At December 31, 1999,  approximately  69% 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 benefitting from reduced
hedging costs.  The definitive  fixing of the exchange rates will only make this
benefit  permanent  without  creating any other issue or opportunity  other than
eliminating the spread on the spot exchange. The number of contracts outstanding
at the end of 1999 as compared  to 1998 has been  reduced by  approximately  23%
with a corresponding  reduction in the notional value of approximately $1,344 or
50.1%.  This reduction in outstanding  foreign exchange  contracts has generated
approximately $1 of transaction cost savings. Because there is less diversity in
the Company's exposure to foreign  currencies,  movements in the Euro's value in
U.S. dollars could have a more pronounced effect, whether positive or negative.

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.

                                      -24-

<PAGE>
                         Crown Cork & Seal Company, Inc.

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
"Provision  for  Litigation"  and  "Euro  Conversion"   sections,   and  in  the
discussions of the  restructuring  plans and provision for litigation in Notes L
and K to the Consolidated  Financial  Statements included in this Annual Report,
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."  Forward-looking statements can be
identified by words, such as "believes,"  "estimates,"  "anticipates," "expects"
and other words of similar  meaning in  connection  with a discussion  of future
operating or financial performance.  These may include, among others, statements
relating  to: (i) the impact of an  economic  downturn  or growth in  particular
regions,  (ii)  anticipated  uses of cash,  (iii)  cost  reduction  efforts  and
expected  savings,  (iv)  the  expected  outcome  of  contingencies  and (v) the
transition to the use of the Euro.

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.

Important factors that could cause the actual results of operations or financial
condition of the Company to differ include,  but are not necessarily limited to,
the  ability of the  Company  to realize  cost  savings  from its  restructuring
programs;  changes in the availability  and pricing of raw materials  (including
aluminum can sheet,  steel tinplate,  plastic resin,  inks and coatings) and the
Company's  ability to pass raw material price increases through to its customers
or to otherwise manage these commodity  pricing risks; the Company's  ability to
generate  significant  free  cash to  invest  in its  business  and to  maintain
appropriate debt levels;  the Company's  ability to realize  efficient  capacity
utilization  and inventory  levels and to innovate new designs and  technologies
for its products in a cost-effective manner; changes in consumer preferences for
different  packaging  products;  competitive  pressures,  including  new product
developments  or  changes  in  competitors'  pricing  for  products;  changes in
governmental  regulations or enforcement  practices,  especially with respect to
environmental,  health  and  safety  matters  and  restrictions  as  to  foreign
investment or operation,  weather conditions  including its effect on demand for
beverages  and  on  crop  yields  for  fruits  and  vegetables  stored  in  food
containers;  changes  or  differences  in  U.S.  or  international  economic  or
political conditions,  such as, inflation or fluctuations in interest or foreign
exchange  rates  and tax  rates;  the  costs  and  other  effects  of legal  and
administrative  cases  and  proceedings,  settlements  and  investigations;  the
effects of the Euro conversion  issue,  labor relations and workforce and social
costs.  Some of the factors noted above are  discussed  elsewhere in this Annual
Report and 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.

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
SEC,  the  Company   does  not  intend  to  review  or  revise  any   particular
forward-looking statement in light of future events.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------   ----------------------------------------------------------

The  information  set  forth  on pages 18 and 19  within  Item 7,  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations" under
"Market Risk" is incorporated herein by reference.


                                      -25-
<PAGE>
                         Crown Cork & Seal Company, Inc.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------    -------------------------------------------

INDEX TO FINANCIAL STATEMENTS
-----------------------------

         Financial Statements
         --------------------

                Report of Independent Accountants...........................  27

                Consolidated Statements of Income...........................  28

                Consolidated Balance Sheets.................................  29

                Consolidated Statements of Cash Flows.......................  30

                Consolidated Statements of Shareholders' Equity.............  31

                Notes to Consolidated Financial Statements..................  32

                Supplementary Information...................................  53

         Financial Statement Schedule
         ----------------------------

         Schedule II -   Valuation and Qualifying Accounts
                         and Reserves.......................................  54


                                      -26-
<PAGE>
                         Crown Cork & Seal Company, Inc.

                        Report of Independent Accountants


To the Board of Directors and Shareholders
of Crown Cork & Seal Company, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects,  the financial position of Crown
Cork & Seal Company,  Inc. and its  subsidiaries  at December 31, 1999 and 1998,
and the results of their  operations  and their cash flows for each of the three
years in the period ended  December  31, 1999,  in  conformity  with  accounting
principles generally accepted in the United States. In addition, in our opinion,
the financial  statement  schedule  listed in the  accompanying  index  presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.  These financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements and financial  statement  schedule based on our audits. We
conducted our audits of these  statements in accordance with auditing  standards
generally accepted in the United States,  which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.




PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
March 20, 2000


                                      -27-
<PAGE>
                         Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                         1999          1998         1997
-----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>          <C>
Net sales...........................................................     $7,732       $8,300       $8,495
                                                                        -------       ------       ------
Costs, expenses and other income
   Cost of products sold (excluding
     depreciation and amortization).................................      6,060        6,527        6,708
   Depreciation and amortization....................................        522          533          540
   Selling and administrative expense...............................        348          379          414
   Provision for restructuring and other
     charges. . Notes L and K.......................................        156          304           67
   Gain on sale of assets...........................................        (18)                      (38)
   Interest expense.................................................        367          408          379
   Interest income..................................................        (25)         (45)         (39)
   Translation and exchange adjustments.............................         13           14            7
                                                                        -------       ------       ------
                                                                          7,423        8,120        8,038
                                                                        -------       ------       ------
Income before income taxes and cumulative effect
   of accounting change.............................................        309          180          457
   Provision for income taxes . . Note S............................        105           74          148
                                                                        -------       ------       ------
Income from operations before cumulative effect
   of accounting change.............................................        204          106          309
   Minority interests, net of equity earnings.......................        (23)          (1)          (7)
                                                                        -------       ------       ------
Net income before cumulative effect
   of accounting change.............................................        181          105          302
   Cumulative effect of accounting change,
     net of tax . . Note B..........................................                                   (8)
                                                                        -------       ------       ------
Net income                                                                  181          105          294
   Preferred stock dividends........................................         15           17           23
                                                                        -------       ------       ------
Net income available to common shareholders.........................     $  166       $   88       $  271
                                                                         ======       ======       ======
-----------------------------------------------------------------------------------------------------------
Average common share data:
Earnings . . Note Q
Basic -      before cumulative effect of
             accounting change......................................     $ 1.36       $  .71       $ 2.17
                                                                         ======       ======       ======
             after cumulative effect of
             accounting change......................................                               $ 2.11
                                                                                                   ======
Diluted -    before cumulative effect of
             accounting change......................................     $ 1.36       $  .71       $ 2.15
                                                                         ======       ======       ======
             after cumulative effect of
             accounting change......................................                               $ 2.10
                                                                                                   ======
Dividends...........................................................     $ 1.00       $ 1.00       $ 1.00
                                                                         ======       ======       ======
-----------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      -28-
<PAGE>
                         Crown Cork & Seal Company, Inc.

CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
December 31                                                                              1999          1998
-------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>
Assets
Current assets
   Cash and cash equivalents.................................................           $   267      $  284
   Receivables . . Note D....................................................             1,166       1,359
   Inventories . . Note E....................................................             1,312       1,421
   Prepaid expenses and other current assets.................................                96         104
                                                                                        -------     -------
       Total current assets..................................................             2,841       3,168
                                                                                        -------     -------
Long-term notes and receivables..............................................                27          44
Investments . . Note I.......................................................               178          91
Goodwill, net of amortization................................................             4,228       4,565
Property, plant and equipment . . Note F.....................................             3,255       3,743
Other non-current assets.....................................................             1,016         858
                                                                                        -------     -------
       Total.................................................................           $11,545     $12,469
                                                                                        =======     =======

Liabilities & Shareholders' Equity
Current liabilities
   Short-term debt . . Note O................................................            $1,362     $ 2,331
   Current maturities of long-term debt . . Note O...........................               169         135
   Accounts payable and accrued liabilities . . Note G.......................             1,803       2,181
   United States and foreign income taxes....................................                80          63
                                                                                        -------     -------
       Total current liabilities.............................................             3,414       4,710
                                                                                        -------     -------
Long-term debt, excluding current maturities . . Note O......................             3,573       3,188
Other non-current liabilities . . Note H.....................................               686         609
Postretirement and pension liabilities . . Note R............................               686         707
Minority interests...........................................................               295         280

Commitments and contingent liabilities . . Notes J and K

Shareholders' equity
   Preferred stock, 4.5% cumulative convertible,
     par value: $41.8875; authorized: 12,432,622 . . Note M
       1999 - outstanding  8,325,951.........................................               349
       1998 - outstanding  8,376,451.........................................                           351
   Additional preferred stock, authorized: 30,000,000;
     none issued . . Note M..................................................
   Common stock, par value: $5.00; authorized:
     500,000,000 . . Note M
     1999 - issued 155,792,879...............................................               779
     1998 - issued 155,792,424...............................................                           779
Additional paid-in capital...................................................             1,317       1,340
Retained earnings............................................................             1,295       1,250
Accumulated other comprehensive loss . . Note C..............................              (676)      ( 578)
Treasury stock (1999 - 34,711,726 shares; 1998 -
   33,455,026 shares)........................................................              (173)       (167)
                                                                                        -------     -------
       Total shareholders' equity............................................             2,891       2,975
                                                                                        -------     -------
       Total.................................................................           $11,545     $12,469
                                                                                        =======     =======
-------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      -29-
<PAGE>
                         Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                            1999           1998             1997
------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>             <C>              <C>
Cash flows from operating activities
   Net income.................................................             $ 181           $ 105            $ 294
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation and amortization .........................               522             533              540
       Provision for restructuring and other charges..........               101             205               43
       Gain on sale of assets.................................               (10)                             (28)
       Deferred income taxes..................................                86             113               93
   Changes in assets and liabilities, net of
     businesses acquired:
       Receivables............................................                71               1             (115)
       Inventories............................................                28             (24)             (70)
       Accounts payable, accrued and other liabilities........               (93)           (235)            (219)
       Other, net.............................................               (59)            (26)            (136)
                                                                           -----           -----            -----
         Net cash provided by operating activities............               827             672              402
                                                                           -----           -----            -----

Cash flows from investing activities
   Capital expenditures.......................................              (280)           (487)            (515)
   Acquisition of businesses, net of cash acquired............               (49)            (31)             (10)
   Proceeds from sale of property, plant and equipment........                91              47               43
   Proceeds from sale of businesses...........................                44              35               90
   Other, net.................................................                (3)            (16)              (6)
                                                                           -----           -----            -----
         Net cash used for investing activities...............              (197)           (452)            (398)
                                                                           -----           -----            -----

Cash flows from financing activities
   Proceeds from long-term debt...............................               685              23              124
   Payments of long-term debt.................................              (225)           (443)            (269)
   Net change in short-term debt..............................              (899)            877              360
   Dividends paid.............................................              (138)           (143)            (152)
   Stock repurchased..........................................               (30)           (467)             (17)
   Common stock issued - benefit plans........................                                 6               11
   Minority contributions, net of dividends paid..............               (10)             (5)              10
                                                                           -----           -----            -----
         Net cash (used for) provided by
            financing activities..............................              (617)           (152)              67
                                                                           -----           -----            -----

Effect of exchange rate changes on cash
   and cash equivalents.......................................               (30)             10              (26)
                                                                           -----           -----            -----
Net change in cash and cash equivalents.......................               (17)             78               45

Cash and cash equivalents at January 1........................               284             206              161
                                                                           -----           -----            -----

Cash and cash equivalents at December 31......................             $ 267           $ 284            $ 206
                                                                           =====           =====            =====
------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      -30-
<PAGE>
                         Crown Cork & Seal Company, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions, except share data)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                   |                                             Accumulated
                                                   |                                                Other
                                     Comprehensive | Preferred  Common     Paid-In    Retained  Comprehensive Treasury
                                         Income    |   Stock    Stock      Capital    Earnings  Income/(Loss)   Stock     Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>      <C>        <C>         <C>         <C>        <C>        <C>
Balance December 31, 1996.............             |    $521     $779       $1,567      $1,185      ($352)     ($137)     $3,563
Net income - 1997.....................     $294    |                                       294                               294
Translation adjustments...............     (168)   |                                                 (168)                  (168)
Minimum pension liability                          |
    adjustment, net of $1 tax.........       (2)   |                                                   (2)                    (2)
                                           ----    |
Comprehensive income..................     $124    |
                                           ====    |
Stock repurchased:                                 |
    342,414 common shares.............             |                           (15)                               (2)        (17)
Dividends declared:                                |
    Common............................             |                                      (128)                             (128)
    Preferred.........................             |                                       (24)                              (24)
Stock issued-benefit plans:                        |
    329,406 shares....................             |                             9                                 2          11
                                                   |    ----     ----       ------      ------      -----      -----      ------
Balance December 31, 1997.............             |     521      779        1,561       1,327       (522)      (137)      3,529
Net income - 1998.....................     $105    |                                       105                               105
Translation adjustments...............       31    |                                                   31                     31
Minimum pension liability                          |
    adjustment, net of $47 tax........      (87)   |                                                  (87)                   (87)
                                           ----    |
Comprehensive income..................      $49    |
                                           ====    |
Stock repurchased:                                 |
    6,528,783 common shares...........             |                          (225)        (29)                  (32)       (286)
    4,055,300 preferred shares........             |    (170)                              (11)                             (181)
Dividends declared:                                |
    Common............................             |                                      (125)                             (125)
    Preferred.........................             |                                       (17)                              (17)
Stock issued-benefit plans                         |
    467,600 shares....................             |                             4                                 2           6
                                                   |    ----     ----       ------      ------      -----      -----      ------
Balance December 31, 1998.............             |     351      779        1,340       1,250       (578)      (167)      2,975
Net income - 1999.....................     $181    |                                       181                               181
Translation adjustments...............     (161)   |                                                 (161)                  (161)
Minimum pension liability                          |
    adjustment, net of $34 tax........       63    |                                                    63                     63
                                           ----    |
Comprehensive income..................      $83    |
                                           ====    |
Stock repurchased:                                 |
    1,256,700 common shares...........             |                           (23)                               (6)        (29)
    50,000 preferred shares...........             |      (2)                                1                                (1)
Dividends declared:                                |
    Common............................             |                                      (122)                             (122)
    Preferred.........................             |                                       (15)                              (15)
                                                   |    ----     ----       ------      ------      -----      -----      ------
Balance December 31, 1999.............             |    $349     $779       $1,317      $1,295      ($676)     ($173)     $2,891
                                                   |    ====     ====       ======      ======      =====      =====      ======
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

Certain prior year balances have been reclassified upon adoption of SFAS No. 130
and to improve comparability.

                                      -31-
<PAGE>
                         Crown Cork & Seal Company, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share, employee,  shareholder and statistical data; per
share earnings are quoted as diluted)

A.   Summary of Significant Accounting Policies

Business and Principles of Consolidation
The consolidated  financial statements include the accounts of Crown Cork & Seal
Company, Inc. (the "Company") and its wholly-owned and majority-owned subsidiary
companies.  The Company  manufactures  and sells  metal and plastic  containers,
metal and plastic closures,  crowns and canmaking equipment.  These products are
manufactured  in the Company's  plants both within and outside the United States
and are sold through the Company's sales  organization to the soft drink,  food,
citrus, brewing, household products, personal care and various other industries.
The  financial  statements  have been  prepared  in  conformity  with  generally
accepted accounting principles and reflect management estimates and assumptions.
Actual results could differ from those estimates,  impacting reported results of
operations and financial  position.  All significant  intercompany  accounts and
transactions are eliminated in consolidation.  Investments in joint ventures and
other companies in which the Company does not have control,  but has the ability
to  exercise  significant   influence  over  operating  and  financial  policies
(generally greater than 20% ownership),  are accounted for by the equity method.
Other investments are carried at cost.

Foreign Currency Translation
For non-U.S. subsidiaries which operate in a local currency environment,  assets
and  liabilities are translated  into U.S.  dollars at year-end  exchange rates.
Income and expense items are  translated at average  exchange  rates  prevailing
during the year. Translation  adjustments for these subsidiaries are accumulated
in a separate  component of accumulated  other  comprehensive  income/(loss)  in
shareholders'  equity.  For non-U.S.  subsidiaries which operate in U.S. dollars
(functional  currency) or whose  economic  environment  is highly  inflationary,
local currency inventories and plant and other property are translated into U.S.
dollars at approximate  rates  prevailing  when  acquired;  all other assets and
liabilities are translated at year-end  exchange rates.  Inventories  charged to
cost of sales and  depreciation  are remeasured at historical  rates;  all other
income and expense items are  translated at average  exchange  rates  prevailing
during the year. Gains and losses which result from  remeasurement  are included
in earnings.

Revenue Recognition
The Company recognizes revenue from product sales when the goods are shipped and
the title  passes to the  customer.  Provisions  for  discounts  and  rebates to
customers, and return and other adjustments are provided in the same period that
the related sales are recorded.

Cash and Cash Equivalents
Cash equivalents  represent  investments with maturities of three months or less
from the time of purchase and are carried at cost which  approximates fair value
because of the short maturity of those instruments.

Inventory Valuation
Inventories  are stated at the lower of cost or market,  with cost for  domestic
metal, plastic container,  crown and closure inventories  principally determined
under  the  last-in,   first-out  ("LIFO")  method.  Non-U.S.   inventories  are
principally determined under the average cost method.

Goodwill
Goodwill,  representing  the  excess  of the  cost  over  the net  tangible  and
identifiable intangible assets of acquired businesses,  is stated at cost and is
amortized,  principally  on a  straight-line  basis,  over the estimated  future
periods to be benefited  (primarily 40 years).  On an annual basis,  the Company
reviews the  recoverability  of  goodwill  based  primarily  upon an analysis of
undiscounted cash flows from the acquired businesses.  Accumulated  amortization
amounted to $564 and $452 at December 31, 1999 and 1998, respectively.

                                      -32-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Property, Plant and Equipment
Property,  plant  and  equipment  ("PP&E")  is  carried  at  cost  and  includes
expenditures   for  new   facilities   and   equipment  and  those  costs  which
substantially  increase the useful lives of existing  PP&E.  Cost of significant
assets  includes  capitalized  interest  incurred  during the  construction  and
development  period.  Maintenance,  repairs and minor  renewals  are expensed as
incurred.  When properties are retired or otherwise disposed,  the related costs
and accumulated depreciation are eliminated from the respective accounts and any
profit or loss on disposition is reflected in income.  Costs assigned to PP&E of
acquired   businesses  are  based  on  estimated  fair  value  at  the  date  of
acquisition.

Depreciation  and  amortization  are  provided  on  a  straight-line  basis  for
financial  reporting purposes and an accelerated basis for tax purposes over the
estimated  useful  lives of the assets.  The range of estimated  economic  lives
assigned  to  each  significant  fixed  asset  category  is  as  follows:   Land
Improvements-25; Buildings and Building Improvements-25 to 40; Other Depreciable
Assets-3 to 14.

Impairment of Long-Lived Assets
In the event that facts and  circumstances  indicate that the cost of long-lived
assets may be impaired, we perform a recoverability evaluation. If an evaluation
is required,  the estimated future  undiscounted  cash flows associated with the
asset is  compared  to the  asset's  carrying  amount  to  determine  whether  a
write-down to market value is required.

Risk Management Contracts
In  the  normal   course  of  business,   the  Company   employs  a  variety  of
off-balance-sheet  financial  instruments to manage its exposure to fluctuations
in interest  rates,  foreign  currency  exchange  rates and, to a lesser extent,
commodity prices,  including interest rate and  cross-currency  swap agreements,
futures,   forwards,  options  and  other  financial  instruments  with  similar
characteristics.

The  Company  designates  and  assigns the  financial  instruments  as hedges of
underlying  exposures  associated  with  specific  assets,   liabilities,   firm
commitments or anticipated transactions.  The gains or losses on these contracts
offset  changes in the value of the related  exposures  and are  deferred in the
balance sheet until settlement of the underlying exposure.

The Company  classifies its derivative  financial  instruments as held or issued
for purposes other than trading.  Option  premiums and the accrued  differential
for interest rate and  cross-currency  swaps to be received under the agreements
are recorded in the balance sheet as other assets. The accrued  differential for
interest  rate and  cross-currency  swaps to be paid  under the  agreements  are
included in accounts payable and accrued liabilities.  Realized gains and losses
from  hedges  are  classified  in  the  income  statement  consistent  with  the
accounting  treatment  of the  items  being  hedged.  The  Company  accrues  the
differential for interest rate and  cross-currency  swaps to be paid or received
under the agreements as  adjustments  to net interest  expense over the lives of
the  swaps.  Gains  or  losses  related  to  firm  commitments  and  anticipated
transactions  are deferred  until  settlement of the  underlying  transaction at
which time they are included as part of the cost of the underlying item.

When  hedged  assets or  liabilities  are sold or  extinguished  or  anticipated
transactions  are no longer  probable,  deferred  gains or losses are recognized
immediately in current earnings.  When the financial instrument is terminated or
settled prior to expected  maturity or realization of the underlying item, hedge
accounting is discontinued  prospectively  and gains or losses up to the date of
termination or settlement  are deferred into the underlying  item and recognized
in earnings concurrently with the underlying item.

Cash flows from hedges are  classified  in the statement of cash flows under the
same  category  as the cash flows from the  related  assets,  liabilities,  firm
commitments or anticipated transactions. For further discussion of the Company's
policies  surrounding  risk management and details of the outstanding  contracts
and their related fair values,  see Notes O and P to the Consolidated  Financial
Statements  herein on pages 41 through 43 entitled  "Short-term  Borrowings  and
Long-term Debt" and "Financial  Instruments" and the discussion of "Market Risk"
in "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations" in Part II, hereof within Item 7 on pages 18 and 19.

                                      -33-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Treasury Stock
Treasury stock is reported at par value and constructively  retired.  The excess
of fair value over par value is first  charged to paid in capital,  if any,  and
then to retained earnings.

Research and Development
Research,  development and engineering  expenditures  which amounted to $52, $53
and $53 in  1999,  1998  and  1997,  respectively,  are  expensed  as  incurred.
Substantially  all engineering  and development  costs are related to developing
new products or designing significant improvements to existing products.

Reclassifications
Certain  reclassifications  of prior  years'  data  have  been  made to  improve
comparability.

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

In the fourth quarter of 1997 the Company adopted the provisions of the Emerging
Issues  Task Force  97-13  ("EITF  97-13"),  Accounting  for Costs  Incurred  in
Connection  with a  Consulting  Contract or an Internal  Project  that  Combines
Business Process Reengineering and Information Technology  Transformation.  EITF
97-13 requires that the costs of business process reengineering  activities that
are part of systems  development  projects  be  expensed  as they are  incurred.
Unamortized costs that were previously capitalized,  through September 30, 1997,
were written off as a cumulative effect of an accounting  change.  This resulted
in an after-tax charge of $8 or $.05 per share.

--------------------------------------------------------------------------------
C.   Comprehensive Income

Comprehensive  income  is  composed  of  two  subsets  - net  income  and  other
comprehensive income. Included in other comprehensive income for the Company are
cumulative  translation  adjustments and minimum pension liability  adjustments.
These adjustments are accumulated  within the Statement of Shareholders'  Equity
under the caption Accumulated Other Comprehensive Income/(Loss).  As of December
31,  accumulated  other  comprehensive   income/(loss),   as  reflected  in  the
consolidated statement of shareholders' equity, was comprised of the following:

                                                             1999         1998
                                                            ------       ------

Minimum pension liability adjustments...................     ($ 41)       ($104)
Cumulative translation adjustments......................      (635)        (474)
                                                            ------       ------
                                                             ($676)       ($578)
                                                            ======       ======

--------------------------------------------------------------------------------
D.   Receivables

                                                             1999         1998
                                                            ------       ------

Accounts and notes receivable...........................    $1,033       $1,161
Less: allowance for possible losses.....................       (48)         (45)
                                                            ------       ------
     Net trade receivables..............................       985        1,116
Miscellaneous receivables...............................       181          243
                                                            ------       ------
                                                            $1,166       $1,359
                                                            ======       ======

The  Company has  agreements  to sell  certain of its  non-U.S.  trade  accounts
receivable. At December 31, 1999, approximately $252 ($201 at December 31, 1998)
of  receivables  had been sold with  limited  recourse  and are  reflected  as a
reduction of trade receivables.

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

                                      -34-

<PAGE>
                         Crown Cork & Seal Company, Inc.

E.   Inventories

                                                  1999           1998
                                                 ------         ------

Finished goods................................   $  503         $  577
Work in process...............................      174            204
Raw materials and supplies....................      635            640
                                                 ------         ------
                                                 $1,312         $1,421
                                                 ======         ======

Approximately  29% and 28% of  worldwide  inventories  at December  31, 1999 and
1998,  respectively,  were stated on the LIFO method of inventory valuation. Had
average  cost  (which  approximates  replacement  cost)  been  applied  to  such
inventories at December 31, 1999 and 1998, total inventories would have been $13
and $15 higher, respectively.

--------------------------------------------------------------------------------
F.   Property, Plant and Equipment

                                                            1999         1998
                                                           ------       ------

Buildings and improvements...............................  $  889       $  864
Machinery and equipment..................................   4,145        4,546
                                                           ------       ------
                                                            5,034        5,410
Less: accumulated depreciation and amortization..........  (2,154)      (2,153)
                                                           ------       ------
                                                            2,880        3,257
Land and improvements....................................     183          206
Construction in progress.................................     192          280
                                                           ------       ------
                                                           $3,255       $3,743
                                                           ======       ======

--------------------------------------------------------------------------------
G.   Accounts Payable and Accrued Liabilities

                                                            1999         1998
                                                           ------       ------

Trade accounts payable...................................  $1,127       $1,315
Salaries, wages and other employee benefits..............     204          261
Litigation...............................................      70           42
Deferred taxes...........................................      53           85
Interest.................................................      50           63
Restructuring............................................      21          128
Environmental............................................       3            3
Other....................................................     275          284
                                                           ------       ------
                                                           $1,803       $2,181
                                                           ======       ======

--------------------------------------------------------------------------------
H.   Other Non-Current Liabilities

                                                             1999         1998
                                                           ------       ------

Deferred taxes...........................................    $381         $356
Litigation...............................................     179          129
Postemployment benefits..................................      45           45
Environmental............................................      16           15
Other....................................................      65           64
                                                           ------       ------
                                                             $686         $609
                                                           ======       ======

                                      -35-
<PAGE>
                         Crown Cork & Seal Company, Inc.

Other  non-current  assets  include $10 and $21 at  December  31, 1999 and 1998,
respectively, for probable recoveries related to environmental liabilities.

--------------------------------------------------------------------------------
I.   Acquisitions, Investments and Divestitures

During 1999, the Company  acquired,  in separate  transactions,  the assets of a
beverage can  manufacturer  in Greece and a food can  manufacturer  in Spain for
aggregate cash payments of $49.

In the third  quarter of 1999,  the Company sold its  composite  can business to
Sonoco Products Company for $44.

In the third quarter of 1999,  the Company  exercised its right to return Golden
Aluminum  Company  ("GAC") to ACX  Technologies  ("ACX").  In March,  1997,  the
Company acquired GAC from ACX with an option to return the company.

During 1998, the Company acquired, in separate transactions,  the assets of food
can manufacturers in Portugal and Poland for aggregate cash payments of $31.

For financial reporting purposes,  all of the acquisitions above were treated as
purchases.   The  operating   results  of  each   acquisition  are  included  in
consolidated net income from the date of acquisition.

The following represents the non-cash impact of the acquisitions noted above:

<TABLE>
<CAPTION>
                                                            1999          1998           1997
                                                            ----          ----           ----
<S>                                                         <C>           <C>            <C>
Fair value of assets acquired, including goodwill.........  $ 67          $ 75           $ 70
Liabilities assumed.......................................   (18)          (44)
Note payable..............................................                                (60)
                                                            ----          ----           ----
     Cash paid............................................  $ 49          $ 31           $ 10
                                                            ====          ====           ====
</TABLE>

In 1999, the Company  combined its operations in South Africa with certain metal
packaging  businesses of Nampak Limited to form a new company with Nampak having
a controlling interest.

--------------------------------------------------------------------------------
J.   Lease Commitments

The Company  and its  subsidiaries  lease  manufacturing,  warehouse  and office
facilities and certain equipment.  Certain  non-cancelable leases are classified
as capital leases,  and the leased assets are included in PP&E.  Other long-term
non-cancelable   leases  are   classified  as  operating   leases  and  are  not
capitalized.  The amount of capital leases  reported as capital  assets,  net of
accumulated  amortization,  at  December  31,  1999  and  1998  was $47 and $54,
respectively.

Under long-term operating leases, minimum annual rentals are $33 in 2000, $28 in
2001,  $21 in  2002,  $15 in 2003,  $11 in 2004,  and a total of $36 in 2005 and
thereafter.  Under long-term  capital  leases,  minimum annual rentals are $8 in
2000, $6 in 2001, $6 in 2002, $5 in 2003, $5 in 2004,  and a total of $6 in 2005
and thereafter.  The present value of future minimum  payments on capital leases
is $32 with the current portion of the obligation  being $6. Rental expense (net
of sublease  rental income of $5 in 1999, $5 in 1998 and $4 in 1997) amounted to
$31 in 1999, $42 in 1998 and $38 in 1997.

--------------------------------------------------------------------------------
K.   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

                                      -36-

<PAGE>
                         Crown Cork & Seal Company, Inc.

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 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.

Prior to 1998, the amounts paid to asbestos litigation claimants were covered by
a fund  of $80  made  available  to the  Company  under a 1985  settlement  with
carriers   insuring  the  Company   through  1976,   when  the  Company   became
self-insured.  From 1985 through  1997,  the Company  disposed of  approximately
70,000  claims  for  amounts  which  aggregated  approximately  one-half  of the
original fund.

Until  the  fourth  quarter  of 1998 the  Company  considered  that the fund was
adequate and that the  likelihood  of exposure for this  litigation in excess of
the amount of the fund was remote. This view was based on the Company's analysis
of its potential  exposure,  the balance  available  under the 1985  settlement,
historical trends and actual settlement  ranges.  However, a change in Texas law
caused,  along with other factors,  an unexpected increase in claims activity in
1998. This, along with several larger group  settlements,  caused the Company to
reevaluate  its position.  As a consequence,  the Company  provided an after-tax
charge of $78 (or $.64 per share) in 1998 to supplement  the remaining  fund and
cover estimated future liability claims.

Each quarter, the Company evaluates the nature and amounts of claims settled and
new claims  received in order to determine the adequacy of its asbestos  related
accrual.  During the fourth quarter of 1999, the Company  recorded an additional
after-tax  charge  of $106 (or $.87 per  share)  to  increase  its  estimate  of
probable costs related to asbestos.  Of this total,  management expects to spend
approximately  $70 during the next year.  The need to  increase  the accrual was
primarily  driven by an  acceleration  of pending claims as well as larger group
settlements which occurred in the fourth quarter.

At December 31, 1999,  approximately 40,000 asbestos personal injury claims were
pending against the Company. During 1999, approximately 33,000 claims were filed
and the Company disposed of approximately  58,000 claims for  approximately  $92
which will be paid to claimants over a period of several  years.  These figures,
and the charges noted above,  do not include  27,000  pending  claims  involving
plaintiffs  who  allege  that they are,  or were,  maritime  workers  subject to
exposure  to  asbestos,  but whose  claims  the  Company  believes,  based  upon
counsel's advice, will not, in the aggregate, involve any material liability.

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 other 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.
--------------------------------------------------------------------------------

                                      -37-

<PAGE>
                         Crown Cork & Seal Company, Inc.

L.   Restructuring

During 1999,  management decided not to close a plant originally provided for in
the  September  1998  restructuring  program  based on a customer's  decision to
increase its  purchases  in that plant's  geographic  market.  As a result,  the
reserves of $12 ($8  after-tax  or $.06 per share)  previously  established  for
employee  severance  and related  benefits  and of $3 ($2  after-tax or $.02 per
share)  for other  exit costs were  reversed  to  income.  Accordingly,  the 200
employees at this location will not be terminated.

During  the third  quarter  of 1999,  management  decided  to close one plant in
Europe and to reorganize certain research and development  functions  worldwide.
Accordingly,  a charge of $8 ($5  after-tax  or $.04 per share) was  recorded in
1999 to cover these  actions,  including $6 for employee  severance  and related
benefits,  covering  200  employees,  and $2 for  other  exit  costs,  primarily
dismantlement,  security and utility costs.  The Company  anticipates that these
restructuring  actions will generate after-tax savings of approximately $7 ($.05
per share) on an annualized basis when fully implemented.

During 1998,  the Company  provided $179 ($127  after-tax or $.95 per share) for
the costs associated with the plan to close thirteen plants and reorganize three
additional plants.  These actions reflect the Company's continued  commitment to
realign its manufacturing  facilities with the objective of enhancing  operating
efficiencies.  Included  in the  restructuring  charge  were  costs  to  provide
severance and related  benefits,  write-down of assets and other exit costs. The
Company  currently  anticipates  that this  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.

The cost of providing severance and related benefits was estimated at $99, was a
cash expense, and covered the reduction of approximately 2,900 employees,  1,900
of whom were involved in direct  manufacturing  operations.  Employee reductions
were completed at the end of the third quarter of 1999.

Included in this  restructuring  provision  was a charge of $60  reflecting  the
impairment of property,  plant and equipment principally located in the Americas
Division.  This charge has been reflected as a reduction in the carrying  values
of the related  assets.  Write-downs of property,  plant and equipment were made
where their  carrying  values  exceeded the Company's  estimate of proceeds from
abandonment  or  disposal.  These  estimates  were  based  principally  on  past
experience of comparable asset disposals.  Disposition of assets  identified for
disposal in the 1998 action,  including certain  machinery,  land and buildings,
was  substantially  completed by the end of 1999. The sale of former plant sites
typically  requires more than one year to complete due to preparations for sale,
such as site cleanup and the  identification  of a buyer.  The carrying value of
land and buildings held for sale at December 31, 1999 is approximately $19.

Other  non-recurring  exit costs were estimated at $20 and were primarily a cash
expense, comprising the costs to effectively close and dispose of the facilities
identified in the 1998 plan. Exit costs included,  but were not limited to, fees
related to lease  termination  and other contract  cancellations,  dismantlement
costs and brokers'  fees for assets to be sold.  These costs were  substantially
incurred by the end of 1999.

During 1997, the Company  provided $67 ($43 after-tax or $.31 per share) for the
costs  associated  with a plan to  improve  the  structure  of its  PET  plastic
beverage container business in the United States by closing and reorganizing six
manufacturing  locations in its CONSTAR  subsidiary  along with other,  non-PET,
restructuring  activities,  primarily  in  Europe.  This  restructuring  program
covered approximately 600 employees.

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 during 1999 were as
follows:

                                      -38-

<PAGE>
                         Crown Cork & Seal Company, Inc.

                                                          Other
                                          Employee        Exit
                                         Severance        Costs        Total
                                         ----------     ---------    ----------
Opening balance.........................     $ 97          $ 31         $128
Provisions..............................        6             2            8
Reversal................................      (12)           (3)         (15)
Payments made...........................      (73)          (23)         (96)
Other movements*........................       (4)                        (4)
                                             ----          ----         ----
Closing balance.........................     $ 14          $  7         $ 21
                                             ====          ====         ====

*Includes  non-cash  transactions to reassign  amounts to employee  benefit plan
accounts,  provisions  under purchase  accounting for two 1999  acquisitions  in
Europe and currency translation.

During  1999,   payments  of  $73  were  made  related  to  the  termination  of
approximately   2,100   employees,   1,200  of  whom  were  involved  in  direct
manufacturing  operations.  Payments  of $23 were  made for  other  exit  costs,
including property carrying costs,  dismantlement  costs,  equipment removal and
various contractual obligations.

--------------------------------------------------------------------------------
M.   Capital Stock

On February 26, 2000, the  outstanding  shares of the Company's 4.5%  cumulative
convertible  preferred stock ("acquisition  preferred"),  mandatorily  converted
into 7,410,315 shares of common stock.  The acquisition  preferred was issued in
1996 as part of the Company's acquisition of CarnaudMetalbox.

The Board of Directors has the  authority to issue,  at any time or from time to
time, up to a maximum of 30 million shares of additional  preferred stock in one
or more classes or series of classes.  Such shares of additional preferred stock
would not be  entitled  to more than one vote per share  when  voting as a class
with  holders  of the  Company's  common  stock.  The  voting  rights  and  such
designations,  preferences,  limitations and special rights are,  subject to the
terms of the  Company's  Articles of  Incorporation,  determined by the Board of
Directors.

--------------------------------------------------------------------------------
N.   Stock Options

As of December 31,  1999,  the Company had three  active  stock-based  incentive
compensation plans, 1990, 1994 and 1997. These plans provide for the granting of
awards in the form of stock options,  deferred stock,  restricted stock or stock
appreciation  rights  ("SARs") and may be subject to the  achievement of certain
performance  goals as  determined  by the Plan  Committee as  designated  by the
Company's  Board of  Directors.  There have been no  issuances  of  deferred  or
restricted  stock or SARs  under  any of the  plans.  The term for the 1994 plan
ended  in  October,  1999,  except  with  respect  to  grants  and  awards  then
outstanding.  The term for the 1990 plan ended in  February  2000,  except  with
respect to grants and awards then outstanding.

Stock options granted during 1999 generally have a maximum term of ten years and
vest pro rata over four years.  A maximum of 5,000,000  shares of the  Company's
Common Stock are available for issuance pursuant to grants and awards made under
the 1997 plan, through February 2007.

                                      -39-

<PAGE>
                         Crown Cork & Seal Company, Inc.

A summary of stock option activity under all plans is as follows:

<TABLE>
<CAPTION>
                                                   1999                    1998                     1997
                                          ------------------------ ----------------------  ------------------------
                                                        Weighted                Weighted                 Weighted
                                                         Average                Average                   Average
                                                        Exercise                Exercise                 Exercise
                                            Shares        Price      Shares      Price       Shares        Price
                                          ------------  ---------- ------------ ---------  ------------  ----------
<S>                                         <C>             <C>      <C>           <C>         <C>           <C>
Options outstanding
   at January 1.........................    5,298,706      $45.51    4,745,796    $44.54     4,625,708      $42.28
Granted.................................    2,722,507       25.64    1,109,032     47.56       877,350       52.27
Exercised...............................                              (195,571)    33.81      (281,380)      33.36
Canceled................................     (587,453)      44.29     (360,551)    44.54      (475,882)      43.39
                                           ----------               ----------              ----------
Options outstanding
   at December 31.......................    7,433,760      $38.33    5,298,706    $45.51     4,745,796      $44.54
                                           ==========               ==========              ==========
Options exercisable
   at December 31.......................    2,681,852                1,805,674               1,083,464
Options available for
   grant at December 31.................    2,981,403                5,721,135               6,469,616
</TABLE>

The following table summarizes  information concerning currently outstanding and
exercisable options:

<TABLE>
<CAPTION>
                                  Options Outstanding                                    Options Exercisable
     ---------------------------------------------------------------------           ----------------------------
                                                Weighted
                                                 Average       Weighted                               Weighted
          Range of                              Remaining       Average                                Average
          Exercise             Number          Contractual     Exercise                 Number        Exercise
           Prices            Outstanding          Life           Price                Exercisable       Price
     -------------------------------------   ---------------- ------------           --------------  ------------
<S>                          <C>                  <C>           <C>                    <C>             <C>
           $19.81             1,184,100            10.0          $19.81                         0       $    0
         $20.53 to 30.63      1,526,508             9.1           29.94                    32,826        29.20
         $30.94 to 49.56      3,825,744             6.3           44.00                 2,280,713        43.01
         $50.25 to 54.38        897,408             7.2           52.85                   368,313        52.67
                              ---------                                                 ---------
                              7,433,760             7.6          $38.33                 2,681,852       $44.16
                              =========                                                 =========
</TABLE>

The Company applies APB No. 25 and related interpretations in accounting for its
plans. Accordingly, no compensation cost has been recognized for its fixed stock
option  plans  in its  results  of  operations.  Had  compensation  cost for the
Company's stock-based compensation plans been determined based on the fair value
at the grant date for awards under those plans, consistent with the requirements
of SFAS No. 123,  net income and  earnings  per share would have been reduced to
the following pro forma amounts:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                              1999                    1998                1997
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                      <C>                 <C>
Net income                              As reported          $ 166                    $ 88                $ 271
                                        Pro forma            $ 158                    $ 81                $ 264


Basic earnings per share                As reported          $1.36                    $.71                $2.11
                                        Pro forma            $1.29                    $.65                $2.05


Diluted earnings per share              As reported          $1.36                    $.71               $ 2.10
                                        Pro forma            $1.29                    $.65               $ 2.05
</TABLE>

                                      -40-

<PAGE>
                         Crown Cork & Seal Company, Inc.

The pro forma  results  may not be  representative  of the  effects on  reported
income in future years.  The fair value of each stock option has been  estimated
on the date of the grant using the  Black-Scholes  option pricing model with the
following weighted average assumptions:

------------------------------------------------------------------------------
                                             1999          1998         1997
------------------------------------------------------------------------------

Risk-free interest rate                       6.4%          4.5%         5.7%
Expected life of option (years)               5.0           4.9          4.9
Expected stock price volatility              26.7%         24.5%        21.7%
Expected dividend yield                       4.5%          3.2%         2.0%

The weighted  average  grant-date  fair values for options  granted during 1999,
1998 and 1997 were $5.67, $9.96, and $12.92, respectively.

--------------------------------------------------------------------------------
O.   Short-Term Borrowings and Long-Term Debt

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                                 ------          ------
<S>                                                              <C>             <C>
Short-term borrowings (1)
Commercial paper (2)...........................................  $  904          $1,374
U.S. dollar bank loans/overdrafts..............................      79             123
Other currency bank loans/overdrafts...........................     379             834
                                                                 ------          ------
            Total short-term borrowings........................  $1,362          $2,331
                                                                 ------          ------
Long-term debt
U.S. Dollars:
Commercial paper (2) (3).......................................  $  700          $  700
Private placements: rates ranging
     from 7.0% to 7.54%, due 2000 through 2005.................     205             205
Senior notes and debentures:
     7.00% due 1999............................................                     100
     7.13% due 2002 (4)........................................     350
     6.75% due 2003 (5)........................................     400             400
     6.75% due 2003............................................     200             200
     8.38% due 2005............................................     300             300
     7.00% due 2006 (5)........................................     300             300
     8.00% due 2023............................................     200             200
     7.38% due 2026............................................     350             350
     7.50% due 2096............................................     150             150
Other indebtedness: rates in 1999 ranging from
     5.5% to 8.91%, due 2000 through 2015......................     178             222
                                                                 ------          ------
                                                                  3,333           3,127
                                                                 ------          ------
Other currencies:
     6.00% Euro Bond due 2004 (6)..............................     302
Other indebtedness in various currencies (average rates
     ranging from 3.52% to 20.74%), due 2000 through 2004......      75             153
Capital lease obligations in various currencies................      32              43
                                                                 ------          ------
            Total long-term debt (7)...........................   3,742           3,323
Less: current maturities.......................................    (169)           (135)
                                                                 ------          ------
            Long-term debt.....................................  $3,573          $3,188
                                                                 ======          ======
<FN>
(1)  The weighted average interest rates for commercial paper outstanding during
     1999, 1998 and 1997, were 4.9%, 5.2% and 5.3%,  respectively.  The weighted
     average  interest rates for notes and overdrafts  outstanding  during 1999,
     1998 and 1997, were 5.5%, 5.6% and 6.4%, respectively.

                                      -41-

<PAGE>
                         Crown Cork & Seal Company, Inc.

(2)  At December  31, 1999 and 1998,  $700 of  commercial  paper was reported as
     long-term,  reflecting the Company's  intent and ability to refinance these
     borrowings on a long-term basis through committed credit facilities.

(3)  A committed $2.5 billion  multicurrency  revolving  credit  facility with a
     maturity of February 4, 2002 is available to support the  commercial  paper
     programs and short-term  financing  needs.  The agreement  contains certain
     financial covenants related to leverage and interest coverage.  At December
     31, 1999 and 1998, $194 million and $517,  respectively,  was drawn against
     the facility.

(4)  On August 25, 1999, the Company sold $350 of 7.125% public debt  securities
     with a maturity of September 1, 2002. Proceeds from this offering were used
     to pay down U.S. commercial paper.

(5)  On December 12, 1996, two wholly owned finance  subsidiaries located in the
     United  Kingdom and France,  sold public debt  securities  which were fully
     guaranteed by the Company.  The face value of the notes bear interest rates
     ranging from 6.75% to 7.0%. The offerings by the subsidiaries, amounting to
     $700,  were  simultaneously  converted into fixed rate,  8.28% Sterling and
     5.75% French Franc obligations  through  cross-currency  swaps with various
     counterparties.

(6)  On December 2, 1999, a wholly owned finance subsidiary,  located in France,
     sold Euro 300 of 6% senior  notes in  Europe.  These  notes,  which  mature
     December  6,  2004,  are  listed  on the  Luxembourg  Exchange  and are not
     registered  under  the U.S.  Securities  Act of 1933.  Proceeds  from  this
     offering were used to pay down short-term indebtedness in Europe.

(7)  The  Company is also party to other  interest  rate swaps  which  mature in
     2001.  The notional  amounts of these  agreements do not represent  amounts
     exchanged by the parties and are not a measure of the Company's exposure to
     credit and market risks. At December 31, 1999, the combined notional values
     of these swaps was $39 million. At December 31, 1998, the combined notional
     values of other interest rate swaps was $74.
</FN>
</TABLE>

Aggregate maturities of long-term debt for the five years subsequent to December
31, 1999 are $169, $108, $385, $631, and $324,  respectively.  Cash payments for
interest  were  $377 in  1999,  $377  in 1998  and  $379 in  1997,  respectively
(including  amounts  capitalized  of $1 in  1999,  $6 in  1998  and $6 in  1997,
respectively).

The  estimated  fair  value of the  Company's  long-term  borrowings,  including
interest rate financial instruments,  based on quoted market prices for the same
or similar  issues or on current  rates  offered to the  Company for debt of the
same  remaining  maturities was $3,662 and $3,437 at December 31, 1999 and 1998,
respectively.

--------------------------------------------------------------------------------
P.   Financial Instruments

Fair Value
At December 31, 1999, the Company's  financial  instruments  included cash, cash
equivalents, receivables, accounts payable, short and long-term debt and various
risk management contracts which do not appear on the balance sheet.  Included in
these  contracts  are foreign  exchange  forwards and swaps,  interest  rate and
cross-currency swaps and commodity forwards or options. The fair values for cash
and  cash  equivalents,  receivables,  accounts  payables  and  short-term  debt
approximated   carrying  values  because  of  the  short-term  nature  of  these
instruments.  The fair value of long-term debt is disclosed in Note O above. The
fair value of the off-balance sheet instruments,  as determined by broker quotes
or quoted market prices for same or similar instruments, aggregated to $9.

                                      -42-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Foreign Currency Management
With respect to balance  sheet  exposures,  the Company has an internal  netting
strategy to match foreign  currency  assets and liabilities  wherever  possible.
This  is  achieved  through  the  individual   capital   structure  of  overseas
subsidiaries complemented by the use of financial instruments.  The Company also
enters into various types of foreign  exchange  contracts,  principally  forward
exchange contracts and swaps, in managing the foreign exchange risk arising from
certain  foreign  currency  transactions.  At December 31, 1999, the Company had
outstanding  forward  exchange  contracts,  principally in European  currencies,
Singapore  dollars,  Canadian  dollars and US dollars (both buy and sell) for an
aggregate  notional  amount of $1,336  ($2,680 at December 31,  1998).  Based on
year-end  exchange  rates and the maturity dates of the various  contracts,  the
aggregate  contract value of these items approximated fair value at December 31,
1999 and 1998. Gains and losses resulting from contracts that are designated and
effective as hedges are recognized in the same period as the  underlying  hedged
transaction.

Interest Rate Risk Management
The Company uses interest rate swaps,  interest  rate caps,  and  cross-currency
swaps to manage  interest  rate risk related to  borrowings.  Interest  rate and
cross-currency swap agreements which hedge third party debt issues are described
in Note O. Costs  associated  with these  financial  instruments  are  generally
amortized  over  the  lives  of the  instruments  and  are not  material  to the
Company's  financial  results.  Differences  in  interest,  which  are  paid  or
received, are recognized as adjustments to interest expense.

Commodities
The Company's  basic raw  materials for its products are subject to  significant
price fluctuations.  In terms of commodity risks, the Company uses a combination
of commercial supply contracts and financial instruments, including forwards and
options,   to  minimize  these  exposures.   The  maturities  of  the  commodity
instruments  correlate  to the actual  purchases of the  commodities.  Commodity
instruments  are accounted for as hedges,  with any gains or losses  included in
inventory, to the extent that they are designated and are effective as hedges of
anticipated commodity purchases.  At December 31, 1999 and December 31, 1998 the
fair  value of the  outstanding  commodity  contracts  was not  material  to the
Company's earnings, cash flows or financial position.

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

                                      -43-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Q.   Earnings Per Share (EPS)

The  following  table  summarizes  the  basic  and  diluted  earnings  per share
computations for 1999, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                                            Average
                                                                             ----------------------------------
                                                                               Income        Shares       EPS
                                                                              --------       ------      ------
<S>                                                                              <C>           <C>        <C>
1999
Net Income.............................................................          $181
   Less: Preferred stock dividends.....................................           (15)
                                                                               ------        -------     ------
Basic EPS .............................................................          $166          122.2      $1.36
Potentially dilutive securities:
   Stock options ......................................................
   Assumed preferred stock conversion..................................
                                                                               ------        -------     ------
Diluted EPS............................................................          $166*         122.2*     $1.36*
                                                                               ======        =======     ======

1998
Net Income.............................................................          $105
   Less: Preferred stock dividends.....................................           (17)
                                                                               ------        -------     ------
Basic EPS..............................................................           $88          124.4      $ .71
Potentially dilutive securities:
   Stock options.......................................................                           .1
   Assumed preferred  stock conversion.................................
                                                                               ------        -------     ------
Diluted EPS............................................................           $88*         124.5*     $ .71*
                                                                               ======        =======     ======

1997
Net Income.............................................................          $294
   Less: Preferred stock dividends.....................................           (23)
                                                                               ------        -------     ------
Basic EPS..............................................................          $271          128.4      $2.11
Potentially dilutive securities:
   Stock options.......................................................                           .6
   Assumed preferred  stock conversion.................................            23           11.3
                                                                               ------        -------     ------
Diluted EPS............................................................          $294          140.3      $2.10
                                                                               ======        =======     ======
<FN>
*Convertible  preferred  stock  representing  7.6 and 8.4 million  shares of the
Company's  common stock along with $15 and $17 of preferred  stock  dividends in
1999 and 1998,  respectively,  were excluded from the computation of diluted EPS
as their effect was anti-dilutive.
</FN>
</TABLE>

Basic EPS  excludes  all  potentially  dilutive  securities  and is  computed by
dividing income available to common  shareholders by the weighted average number
of common shares outstanding during the period. Diluted EPS includes the assumed
exercise and  conversion of potentially  dilutive  securities,  including  stock
options  and  convertible   preferred  stock,  in  periods  when  they  are  not
anti-dilutive, otherwise it is the same as Basic EPS.

As  discussed  in  Note M,  the  acquisition  preferred  stock  was  mandatorily
converted into common shares on February 26, 2000.

--------------------------------------------------------------------------------
R.   Pensions and Other Retirement Benefits

Pensions
The Company sponsors various pension plans, covering  substantially all U.S. and
Canadian and some non-U.S.  and  non-Canadian  employees,  and  participates  in
certain  multi-employer  pension plans. The benefits under these plans are based
primarily on years of service and the employees'  remuneration  near retirement.
Contributions to multi-employer  plans in which the Company and its subsidiaries
participate are determined in accordance with the provisions of negotiated labor
contracts or applicable local  regulations.  The Company's

                                      -44-

<PAGE>
                         Crown Cork & Seal Company, Inc.

objective in funding its pension  plans is to  accumulate  funds  sufficient  to
provide for all accrued  benefits.  In certain  countries the funding of pension
plans  is not a  common  practice  as  funding  provides  no  economic  benefit.
Consequently, the Company has several pension plans which are not funded.

Plan assets of  company-sponsored  plans of $3,530 consist principally of common
stocks,  fixed income  securities and other  investments,  including $128 of the
Company's common stock.

The 1999, 1998 and 1997 components of pension (income)/cost were as follows:

<TABLE>
<CAPTION>
U.S.                                                                  1999            1998            1997
                                                                     ------          ------          ------
<S>                                                                  <C>             <C>             <C>
Service cost................................................           $ 10            $ 10            $  8
Interest cost...............................................             87              88              93
Expected return on plan assets..............................           (125)           (145)           (147)
Recognized actuarial loss/(gain)............................              5              (1)             (2)
Recognized prior service cost...............................              2               1               1
Cost attributable to plant closings.........................                             12               1
                                                                     ------          ------          ------
Total pension income........................................          ($ 21)          ($ 35)          ($ 46)
                                                                     ======          ======          ======

Non-U.S.
Service cost................................................           $ 29            $ 29            $ 26
Interest cost...............................................            141             140             136
Expected return on plan assets..............................           (220)           (233)           (206)
Recognized actuarial loss...................................              3               2
Recognized prior service cost...............................                                              1
Cost/(income) attributable to plant closings................              2              (3)             (1)
                                                                     ------          ------          ------
Total pension income........................................          ($ 45)          ($ 65)          ($ 44)
                                                                     ======          ======          ======
</TABLE>

Additional  pension  expense of $6, $8 and $9 was  recognized in 1999,  1998 and
1997 for non-Company sponsored plans.

The projected benefit obligation,  accumulated benefit obligation and fair value
of plan assets for the U.S. pension plans with accumulated  benefit  obligations
in excess of plan assets were $661, $655 and $632, respectively,  as of December
31, 1999, and $823, $812, and $699, respectively, as of December 31, 1998.

The projected benefit obligation,  accumulated benefit obligation and fair value
of  plan  assets  for  the  non-U.S.  pension  plans  with  accumulated  benefit
obligations in excess of plan assets were $197, $170, and $63, respectively,  as
of December 31, 1999, and $259, $220, and $104, respectively, as of December 31,
1998.

                                      -45-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Changes  in the  benefit  obligation  and plan  assets for 1999 and 1998 were as
follows:

<TABLE>
<CAPTION>
Change in Benefit Obligation                                               1999          1998
                                                                          ------        ------
<S>                                                                       <C>           <C>
U.S.
Benefit obligation at January 1.......................................    $1,287        $1,237
Service cost..........................................................        10            10
Interest cost.........................................................        87            88
Plan participants' contributions......................................         1             1
Amendments............................................................         2             8
Special termination benefits..........................................        (7)           12
Actuarial (gain)/loss.................................................      (108)           50
Benefits paid.........................................................      (120)         (119)
                                                                          ------        ------
Benefit obligation at end of year.....................................    $1,152        $1,287
                                                                          ======        ======

Non-U.S.
Benefit obligation at January 1.......................................    $1,957        $1,771
Service cost..........................................................        29            29
Interest cost.........................................................       141           140
Plan participants' contributions......................................         9            10
Amendments............................................................         8
Settlements and curtailments..........................................                     (10)
Actuarial loss........................................................        29           121
Benefits paid.........................................................      (113)         (113)
Foreign currency exchange rate changes................................       (63)            9
                                                                          ------        ------
Benefit obligation at end of year.....................................    $1,997        $1,957
                                                                          ======        ======

Change in Plan Assets                                                      1999          1998
                                                                          ------        ------
U.S.
Fair value of plan assets at January 1................................    $1,226        $1,381
Actual return on plan assets..........................................       170           (39)
Employer contributions................................................         2             2
Plan participants' contributions......................................         1             1
Benefits paid.........................................................      (120)         (119)
                                                                          ------        ------
Fair value of plan assets at December 31..............................    $1,279        $1,226
                                                                          ======        ======

Plan assets in excess of/(less than) benefit obligation...............    $  127       ($   61)
Net transition obligation.............................................         7             7
Unrecognized actuarial loss...........................................        23           182
Unrecognized prior service cost.......................................        16            16
                                                                          ------        ------
Net amount recognized.................................................    $  173        $  144
                                                                          ======        ======

Amounts recognized in the balance sheet consist of:

Prepaid benefit cost..................................................      $119         $ 118
Accrued benefit liability.............................................        (5)         (116)
Intangible asset......................................................        21            23
Accumulated other comprehensive income................................        38           119
                                                                          ------        ------
Net amount recognized.................................................      $173         $ 144
                                                                          ======        ======
</TABLE>

Additional  minimum pension  liabilities of $59 and $142 have been recognized at
December 31, 1999 and 1998, respectively.

                                      -46-
<PAGE>
                         Crown Cork & Seal Company, Inc.
<TABLE>
<CAPTION>
Change in Plan Assets (cont'd):
                                                                           1999           1998
                                                                          ------         ------
<S>                                                                     <C>            <C>
Non-U.S.
Fair value of plan assets at January 1................................    $2,085         $2,143
Actual return on plan assets..........................................       300             25
Employer contributions................................................        20             17
Plan participants' contributions......................................         9             10
Benefits paid.........................................................      (113)          (113)
Foreign currency exchange rate changes................................       (50)             3
                                                                          ------         ------
Fair value of plan assets at December 31..............................    $2,251         $2,085
                                                                          ======         ======

Plan assets in excess of benefit obligation...........................    $  254         $  128
Unrecognized actuarial loss...........................................       100            168
Unrecognized prior service cost.......................................        10              3
                                                                          ------         ------
Net amount recognized.................................................    $  364         $  299
                                                                          ======         ======

Amounts recognized in the balance sheet consist of:

Prepaid benefit cost..................................................    $  479         $  415
Accrued benefit liability.............................................      (150)          (162)
Intangible asset......................................................         9              3
Accumulated other comprehensive income................................        26             43
                                                                          ------         ------
Net amount recognized.................................................    $  364         $  299
                                                                          ======         ======
</TABLE>

Additional  minimum  pension  liabilities of $35 and $46 have been recognized at
December 31, 1999 and 1998, respectively.

The weighted average  actuarial  assumptions for the Company's pension plans are
as follows:

U.S.                                              1999       1998         1997
                                                -------     -------     ------
Discount rate.............................        8.3%        7.1%        7.4%
Compensation increase.....................        3.5%        3.5%        3.5%
Long-term rate of return..................       10.8%       11.0%       11.0%

Non-U.S.
Discount rate.............................        7.2%        7.2%        8.0%
Compensation increase.....................        5.1%        5.3%        6.0%
Long-term rate of return..................       11.0%       11.0%       11.0%

Other Postretirement Benefit Plans
The Company and certain  subsidiaries  sponsor  unfunded plans to provide health
care and life insurance  benefits to pensioners and  survivors.  Generally,  the
medical plans pay a stated percentage of medical expenses reduced by deductibles
and other coverages. Life insurance benefits are generally provided by insurance
contracts.  The Company reserves the right, subject to existing  agreements,  to
change, modify or discontinue the plans.

                                      -47-

<PAGE>
                         Crown Cork & Seal Company, Inc.

The components of the net postretirement benefit cost were as follows:

<TABLE>
<CAPTION>
                                                              1999       1998       1997
                                                              ----       ----       ----
<S>                                                            <C>        <C>        <C>
Service cost.................................................  $ 4        $ 4        $ 4
Interest cost................................................   41         40         39
Recognized actuarial gain....................................              (1)        (1)
Recognized prior service cost................................   (1)        (1)        (2)
Loss attributable to plant closings..........................    1          4
                                                               ---        ---        ---
Net periodic benefit cost....................................  $45        $46        $40
                                                               ===        ===        ===
</TABLE>

The following provides the components of the changes in the benefit  obligation,
and reconciles the obligation to the amount recognized:

<TABLE>
<CAPTION>
                                                                1999         1998
                                                                ----         ----
<S>                                                             <C>          <C>
Benefit obligations at January 1.............................   $568         $548
Service cost.................................................      4            4
Interest cost................................................     41           40
Special termination benefits.................................      1            4
Actuarial loss...............................................      7           25
Benefits paid................................................    (49)         (51)
Foreign currency exchange rate changes.......................     (1)          (2)
                                                                ----         ----
Benefit obligation at December 31............................    571          568
Unrecognized actuarial gain..................................      9           16
Unrecognized prior service cost..............................     10           11
                                                                ----         ----
Net amount recognized........................................   $590         $595
                                                                ====         ====
</TABLE>

The health care accumulated  postretirement benefit obligation was determined at
December  31,  1999 and 1998 using  health  care  trend  rates of 9.7% and 8.0%,
respectively,  decreasing to 4.8% over nine years and seven years, respectively.
The assumed long-term rate of compensation  increase used for life insurance was
3.5% at both December 31, 1999 and 1998.  The discount rate was 8.2% and 7.1% at
December 31, 1999 and 1998, respectively.  Changing the assumed health care cost
trend rate by one  percentage  point in each year would  change the  accumulated
postretirement  benefit  obligation by $35 and the total of service and interest
cost by $3.

Employee Savings Plan
The Company sponsors a Savings  Investment Plan which covers  substantially  all
domestic  salaried  employees  who are 21 years of age with one or more years of
service.  The Company matches with equivalent value of Company stock, up to 1.5%
of a participant's compensation.

Employee Stock Purchase Plan
The Company  also  sponsors an Employee  Stock  Purchase  Plan which  covers all
domestic  employees with one or more years of service who are  non-officers  and
non-highly  compensated  as  defined  by the  Internal  Revenue  Code.  Eligible
participants  contribute  85% of the  quarter-ending  market  price  towards the
purchase of each common share.  The Company's  contribution is equivalent to 15%
of the  quarter-ending  market price.  Total shares  purchased under the plan in
1999  and  1998  were  119,477  and  112,471,  respectively,  and the  Company's
contributions were less than $1 in both years.
--------------------------------------------------------------------------------

                                      -48-

<PAGE>
                         Crown Cork & Seal Company, Inc.

S.   Income Taxes

Pre-tax  income/(loss)  for the years  ended  December  31 was  taxed  under the
following jurisdictions:

<TABLE>
<CAPTION>
                                                                         1999     1998       1997
                                                                         ----      ----      ----
<S>                                                                     <C>       <C>        <C>
Domestic............................................................... ($ 35)    ($130)     $ 49
Foreign................................................................   344       310       408
                                                                         ----      ----      ----
                                                                         $309      $180      $457
                                                                         ====      ====      ====
</TABLE>

The provision/(benefit) for income taxes consists of the following:

<TABLE>
<CAPTION>
Current tax provision:
<S>                                                                      <C>       <C>       <C>
U.S. Federal...........................................................  $ 19      $  5      $ 14
State and foreign......................................................    47        52        41
                                                                         ----      ----      ----
                                                                           66        57        55
                                                                         ----      ----      ----
Deferred tax provision:
U.S. Federal...........................................................    14       (31)       10
State and foreign......................................................    25        48        83
                                                                         ----      ----      ----
                                                                           39        17        93
                                                                         ----      ----      ----
Total..................................................................  $105      $ 74      $148
                                                                         ====      ====      ====
</TABLE>

The provision for income taxes differs from the amount of income tax  determined
by applying the  applicable  U.S.  statutory  federal income tax rate to pre-tax
income as a result of the following differences:

<TABLE>
<CAPTION>
                                                         1999           1998          1997
                                                         ------        ------        ------
<S>                                                        <C>           <C>           <C>
U.S. statutory rate.....................................   35.0%         35.0%         35.0%
Non-U.S. operations at different rates..................  (10.4)        (12.6)         (6.6)
Effect of non-U.S. statutory rate changes...............   (1.9)         (1.6)         (1.5)
Amortization of acquisition adjustments.................   13.9          23.8           9.5
Valuation allowance.....................................   (2.9)         (2.5)         (2.7)
Other items, net........................................     .3          (1.0)         (1.3)
                                                         ------        ------        ------
Effective income tax rate...............................   34.0%         41.1%         32.4%
                                                         ======        ======        ======
</TABLE>

The  Company  paid  taxes  (net of  refunds)  of $47 in 1999 and $51 in 1997 and
received federal,  state, local and foreign income tax refunds (net of payments)
of $1 in 1998. The components of deferred tax assets and liabilities at December
31, were:

<TABLE>
<CAPTION>
                                                                        1999                       1998
                                                                ---------------------     ----------------------
                                                                 Asset      Liability      Asset       Liability
                                                                -------     ---------     -------      ---------
<S>                                                               <C>          <C>          <C>          <C>
Depreciation................................................                   $ 385                     $ 420
Postretirement and postemployment benefits..................      $ 222                      $221
Pensions....................................................                     132                        68
Inventories.................................................                      31                        27
Tax loss and credit carryforwards...........................        233                       232
Restructuring...............................................          6                        26
Accruals and other..........................................        209           68          120           55
                                                                  -----        -----        -----        -----
                                                                    670          616          599          570
Valuation allowance.........................................       (146)                      (94)
                                                                  -----        -----        -----        -----
                                                                  $ 524        $ 616        $ 505        $ 570
                                                                  =====        =====        =====        =====
</TABLE>

                                      -49-

<PAGE>
                         Crown Cork & Seal Company, Inc.

Prepaid  expenses and other current  assets  include $45 and $52 of deferred tax
assets at December 31, 1999 and 1998,  respectively.  Other  non-current  assets
include  $297 and $324 of  deferred  tax assets at  December  31, 1999 and 1998,
respectively.

The Company has recorded  $39 of deferred  tax assets  arising from tax loss and
credit  carryforwards  which will be realized  through future  operations and an
additional $48 which will be realized through the reversal of existing temporary
differences.  Future  recognition of the remaining $146 will be achieved  either
when the  benefit is  realized  or when it has been  determined  that it is more
likely  than not that the  benefit  will be realized  through  future  earnings.
Carryforwards  of $48 expire over the next five  years;  $38 expire in years six
through fifteen; and $147 can be utilized over an indefinite period.

The  valuation  allowance  of $146  includes  $75 which,  if  reversed in future
periods, will reduce goodwill.

The  cumulative  amount of the  Company's  share of  undistributed  earnings  of
non-U.S.  subsidiaries  for which no deferred  taxes have been provided was $584
and $549 as of December 31, 1999 and 1998, respectively. Management has no plans
to distribute such earnings in the foreseeable future.

--------------------------------------------------------------------------------
T. Segment Information

The  Company  is  organized  on the  basis  of  geographic  regions  with  three
reportable segments:  Americas,  Europe and Asia-Pacific.  The Americas includes
the United States, Canada and South and Central America. Europe includes Europe,
Africa and the Middle East.  Although the economic  environments  within each of
these reportable  segments are quite diverse,  they are similar in the nature of
their products, the production processes,  the types or classes of customers for
products and the methods used to  distribute  products.  Asia-Pacific,  although
below reportable segment thresholds, has been designated as a reportable segment
because  considerable  review  is made  of this  region  for the  allocation  of
resources.  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"  includes  Corporate  activities,   such  as
Corporate  Technology  and,  prior  to 1998,  includes  the  divested  machinery
operations of Crown-Simplimatic.

The Company  evaluates  performance  and allocates  resources based on operating
income,  that is, income before net interest,  foreign exchange and gain/loss on
sale of assets. The accounting policies for each reportable segment are the same
as those described in the Summary of Significant Accounting Policies.

On an enterprise-wide basis, the Company's major products and their distribution
along geographic lines along with related long-lived assets are presented below.

                                      -50-

<PAGE>
                         Crown Cork & Seal Company, Inc.

The tables below present  information  about  reportable  segments for the years
ending December 31, 1999, 1998, 1997:

<TABLE>
<CAPTION>
                                                                          December 31, 1999
                                                   Americas      Europe      Asia-Pacific     Other      Total
<S>                                                 <C>          <C>             <C>        <C>        <C>
External sales.................................     $3,817       $3,590          $325                   $7,732
Depreciation & Amortization....................        210          275            25         $  12        522
Restructuring & other charges..................        (14)           2                         168        156
Segment income.................................        398          454            31          (237)       646
Capital expenditures...........................        112          152            10             6        280
Equity investments.............................         26          134                          18        178
Deferred tax assets............................        126          141                          75        342
Segment assets.................................      4,358        6,452           501           234     11,545

---------------------------------------------------------------------------------------------------------------
                                                                        December 31, 1998
                                                   Americas      Europe      Asia-Pacific     Other      Total
External sales.................................     $4,077       $3,888          $335                  $ 8,300
Depreciation & Amortization....................        219          271            26         $  17        533
Restructuring & other charges..................         85           77             3           139        304
Segment income.................................        289          479                        (211)       557
Capital expenditures...........................        161          300             7            19        487
Equity investments.............................         30           43                          18         91
Deferred tax assets............................        137          186             5            48        376
Segment assets.................................      4,511        7,176           520           262     12,469

---------------------------------------------------------------------------------------------------------------
                                                                        December 31, 1997
                                                   Americas      Europe      Asia-Pacific     Other      Total
External sales.................................     $4,021       $4,045          $369           $60     $8,495
Depreciation & Amortization....................        244          253            28            15        540
Restructuring & other charges..................         55           12                                     67
Segment income.................................        280          553             7           (74)       766
Capital expenditures...........................        176          301            19            19        515
Equity investments.............................         30           37                          23         90
Deferred tax assets............................         81          196             4             1        282
Segment assets.................................      4,721        6,941           509           135     12,306

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

A reconciliation of segment income to consolidated  pre-tax income for the years
ended December 31, 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
INCOME                                                              1999            1998           1997
                                                                    ----            ----           ----
<S>                                                                 <C>             <C>            <C>
     Segment income.......................................          $646            $557           $766
     Interest expense.....................................           367             408            379
     Interest income......................................           (25)            (45)           (39)
     Gain on sale of assets...............................           (18)                           (38)
     Translation & exchange adjustments...................            13              14              7
                                                                    ----            ----           ----
         Income before income taxes and cumulative
             effect of accounting change..................          $309            $180           $457
                                                                    ====            ====           ====
</TABLE>

For the years ended  December  31,  1999,  1998 and 1997,  respectively,  no one
customer  accounted for more than 10% of the Company's  consolidated  net sales.
Sales for major products were:

                                      -51-

<PAGE>
                         Crown Cork & Seal Company, Inc.
<TABLE>
<CAPTION>

PRODUCTS
                                                                            1999          1998           1997
                                                                           ------        ------         ------
<S>                                                                        <C>           <C>            <C>
     Metal beverage cans and ends...............................           $2,373        $2,554         $2,485
     Metal food cans and ends...................................            2,420         2,562          2,590
     Other metal packaging......................................            1,341         1,478          1,548
     Plastic packaging..........................................            1,443         1,535          1,554
     Other products.............................................              155           171            318
                                                                           ------        ------         ------
         Consolidated net sales.................................           $7,732        $8,300         $8,495
                                                                           ======        ======         ======
</TABLE>

Sales and  long-lived  assets  for the  major  countries  in which  the  Company
operates were:

<TABLE>
<CAPTION>

GEOGRAPHIC
                                                      Net Sales                        Long-lived Assets
                                            -----------------------------        -----------------------------
                                             1999       1998        1997          1999        1998       1997
                                            ------     ------      ------        ------      ------     ------
<S>                                         <C>        <C>         <C>           <C>         <C>        <C>
     United States....................      $3,121     $3,337      $3,394        $1,162      $1,351     $1,421
     United Kingdom...................       1,009      1,112       1,241           494         522        474
     France...........................         773        832         839           270         332        306
     Other *..........................       2,829      3,019       3,021         1,329       1,538      1,463
                                            ------     ------      ------        ------      ------     ------
         Consolidated total...........      $7,732     $8,300      $8,495        $3,255      $3,743     $3,664
                                            ======     ======      ======        ======      ======     ======
</TABLE>

*"Other" includes Other Europe,  Africa,  Middle East, Canada, South and Central
America and Asia-Pacific.


                                      -52-
<PAGE>
                         Crown Cork & Seal Company, Inc.

Quarterly Data (unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
(in millions)                                      1999                       |                     1998
--------------------------------------------------------------------------------------------------------------------------------
                               First      Second        Third      Fourth     |  First       Second        Third       Fourth
---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>           <C>        <C>           <C>        <C>            <C>         <C>
Net sales.................    $1,794      $1,997        $2,140     $1,801     |  $1,892     $2,245         $2,291      $1,872
Gross profit*.............       274         368           373(1)     266     |     285        412            199 (3)     288 (5)
Net income (loss)                                                             |
   available to common                                                        |
   shareholders...........        26          96           114(1)     (70)(2) |      36        122            (25)(3)     (45)(4)
                                                                              |
---------------------------------------------------------------------------------------------------------------------------------
Earnings per average                                                          |
   common share:**                                                            |
   Basic .................    $  .21      $  .78        $  .93(1) ($  .57)(2) |  $  .29     $  .98        ($  .20)(3) ($  .37)(4)
   Diluted................         +         .77           .91(1)       +     |       +        .95              +           +
                                                                              |
Dividends per common                                                          |
   share .................       .25         .25           .25        .25     |     .25        .25            .25         .25
                                                                              |
Average common shares                                                         |
   outstanding:                                                               |
   Basic..................     122.3       122.3         122.3      121.7     |   127.1      124.4          123.7       122.3
   Diluted................     130.0       130.0         130.0      129.3     |   137.8      132.8          131.6       130.0
                                                                              |
---------------------------------------------------------------------------------------------------------------------------------
                                                                              |
Common stock price range:***                                                  |
   High...................    $34 5/8     $37 1/2       $30 1/2   $24 9/16    | $55 3/16    $54 11/16     $48 1/2     $35 3/4
   Low....................     26 1/4      27 11/16      23        19 11/16   |  46 1/2      45 9/16       25 5/8      24
   Close..................     28 9/16     28 1/2        24 1/4    22 3/8     |  53 1/2      47 1/2        26 3/4      30 13/16
                                                                              |
--------------------------------------------------------------------------------------------------------------------------------
   +  Diluted  earnings per share for the first and fourth  quarters of 1999 and
      the first, third and fourth quarters of 1998 are the same as Basic because
      the assumed  conversion of convertible  preferred stock and the addback of
      preferred dividends is anti-dilutive.
   *  The Company  defines gross profit as net sales less cost of products sold,
      depreciation and amortization  (excluding  goodwill  amortization) and the
      provision for restructuring.
  **  The  sum  of  the  quarterly   earnings  per  share  does  not  equal  the
      year-to-date  earnings  per  share due to the  effect of shares  issued or
      repurchased during the year.
 ***  Source: New York Stock Exchange - Composite Transactions
(1)   Includes a pre-tax  restructuring credit of $7; $5 after taxes or $.04 per
      basic and diluted share,  non-recurring  charges of $10; $6 after taxes or
      $.05 per basic and diluted  share for losses from an  earthquake in Turkey
      and the disposition of Golden  Aluminum  Company and a gain on the sale of
      assets  of $14;  $7 after  taxes  or $.05 per  basic  and  diluted  share.
      Excluding  the impact of the  restructuring  credit and the  non-recurring
      items,  net income was $108 or $.88 per basic  share and $.87 per  diluted
      share. See Note L for additional details.
(2)   Includes an after-tax  charge for litigation of $106 or $.87 per basic and
      diluted share.  Excluding the impact of the litigation  charge, net income
      was $36 or $.30 per basic and  diluted  share.  See Note K for  additional
      details.
(3)   Includes pre-tax  restructuring charges of $187; $127 after taxes or $1.03
      per basic  share  and $.96 per  diluted  share.  Excluding  the  impact of
      restructuring  charges,  net income  was $102 or $.82 per basic  share and
      $.80 per diluted share. See Note L for additional details.
(4)   Includes an after-tax charge for litigation of $78 or $.64 per basic share
      and $.60 per diluted share. Excluding the impact of the litigation charge,
      net income  was $33 or $.27 per basic and  diluted  share.  See Note K for
      additional details.
(5)   Includes an adjustment of $8 to the third quarter restructuring provision.
      The reduction in the  provision was offset by lower tax benefits  expected
      from such charges.
--------------------------------------------------------------------------------
                                      -53-
<PAGE>
                         Crown Cork & Seal Company, Inc.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


(In millions)
--------------------------------------------------------------------------------------------------------------------
COLUMN A                          COLUMN B                   COLUMN C                    COLUMN D         COLUMN E
--------                          --------                   --------                    --------         --------
                                                             Additions

                               Balance at
                               beginning of
Description                    period
--------------------------------------------------------------------------------------------------------------------

                                               Charged to costs    Charged to other   Deductions -     Balance at
                                               and expenses        accounts           Write-Offs       end of period
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>                     <C>               <C>           <C>

                                         For the Year Ended December 31, 1999

Allowances deducted from
assets to which they apply:

Trade accounts receivable         $ 45            $ 18                                   $ 15            $ 48

Deferred tax assets                 94              18                $38                   4             146



                                         For the Year Ended December 31, 1998

Allowances deducted from
assets to which they apply:

Trade accounts receivable           45              14                                     14              45

Deferred tax assets                124            (  4)                                    26              94



                                         For the Year Ended December 31, 1997

Allowances  deducted from
assets to which they apply:

Trade accounts receivable           92               9                                     56              45

Deferred tax assets                139            ( 12)                 4                   7             124
</TABLE>


ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
-------   ----------------------------------------------------

None.


                                      -54-
<PAGE>
                         Crown Cork & Seal Company, Inc.

                                    PART III
                                    --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------  --------------------------------------------------

The  information  called for by this Item,  is set forth on pages 4 through 7 of
the Company's  Proxy  Statement  dated March 24, 2000,  in the section  entitled
"Election of Directors"  and on page 18 in the section  entitled  "Section 16(a)
Beneficial  Ownership  Reporting  Compliance"  and  is  incorporated  herein  by
reference.

The following  table sets forth  certain  information  concerning  the principal
executive officers of the Company, including their ages and positions.

 Name                     Age           Present Title
 ----                     ---           -------------

William J. Avery           59           Chairman of the Board of Directors
                                        and Chief Executive Officer

John W. Conway             54           President and Chief Operating Officer
                                        and President-Americas Division

William R. Apted           52           Executive Vice President and
                                        President-European Division

Alan W. Rutherford         56           Executive Vice President and
                                        Chief Financial Officer

William H. Voss            54           Executive Vice President and
                                        President-Asia-Pacific Division

Craig R. L. Calle          40           Senior Vice President -
                                        Finance and Treasurer

Timothy J. Donahue         37           Senior Vice President
                                        and Corporate Controller


ITEM 11.  EXECUTIVE COMPENSATION
-------   ----------------------

The information set forth on pages 9 through 13 of the Company's Proxy Statement
dated  March 24,  2000,  in the section  entitled  "Executive  Compensation"  is
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------  --------------------------------------------------------------

The  information  required by this Item is set forth on pages 2 through 7 of the
Company's Proxy Statement dated March 24, 2000, in the sections  entitled "Proxy
Statement-Meeting,   April  27,  2000"  and  "Election  of  Directors"   and  is
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

The  information  required by this Item is set forth on pages 4 through 7 of the
Company's  Proxy  Statement  dated  March  24,  2000,  in the  section  entitled
"Election of Directors" and is incorporated herein by reference.

                                      -55-
<PAGE>
                         Crown Cork & Seal Company, Inc.

                                     PART IV
                                     -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
--------  ---------------------------------------------------------------

a)   The following documents are filed as part of this report:

     (1)  All Financial Statements:

          Crown Cork & Seal Company, Inc. and Subsidiaries (see Part II pages 25
          through 48 of this Report).

     (2)  Financial Statement Schedules:

          Schedule Number

          II.-  Valuation and  Qualifying  Accounts and Reserves (see page 54 of
                this Report).

          All other  schedules have been omitted because they are not applicable
          or the required information is included in the Consolidated  Financial
          Statements.

     (3)  Exhibits

           3.a   Amended and Restated Articles of Incorporation of Crown Cork &
                 Seal Company, Inc. (incorporated by reference to Exhibit 3.1 of
                 the Registrant's Registration Statement on Form 8-A dated
                 February 20, 1996 (File No. 1-2227)).

           3.b   By-laws of Crown Cork & Seal Company, Inc., as amended
                 (incorporated by reference to Exhibit 3 of the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended June 30,
                 1999 (File No. 1-2227)).

           4.a   Specimen certificate of Registrant's Common Stock (incorporated
                 by reference to Exhibit 4.a of the Registrant's Annual Report
                 on Form 10-K for the year ended December 31, 1995 (File No.
                 1-2227)).

           4.b   Form of Registrant's 7-1/8% Notes due 2002 (incorporated by
                 reference to Exhibit 4.2 of the Registrant's Registration
                 Statement on Form 8-A, dated August 27, 1999 (File No.
                 1-2227)).

           4.c   Terms Agreement, dated August 25, 1999 (incorporated by
                 reference to Exhibit 4 of the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended September 30, 1999 (File No.
                 1-2227)).

           4.d   Form of the Registrant's 6-3/4% Notes Due 2003 (incorporated by
                 reference to Exhibit 23 of Registrant's Current Report on Form
                 8-K dated April 12, 1993 (File No. 1-2227)).

           4.e   Form of the Registrant's 8% Debentures Due 2023 (incorporated
                 by reference to Exhibit 24 of Registrant's Current Report on
                 Form 8-K dated April 12, 1993 (File No. 1-2227)).

           4.f   Officers' Certificate of the Company (incorporated by reference
                 to Exhibit 4.3 of the Registrant's Quarterly Report on Form
                 10-Q for the quarter ended March 31, 1993 (File No. 1-2227)).

           4.g   Indenture dated as of April 1, 1993 between the Company and
                 Chemical Bank, as Trustee (incorporated by reference to Exhibit
                 26 of the Registrant's Current Report on Form 8-K dated April
                 12, 1993 (File No 1-2227)).

           4.h   Terms Agreement dated March 31, 1993 (incorporated by reference
                 to Exhibit 27 of the Registrant's Current Report on Form 8-K
                 dated April 12, 1993 (File No. 1-2227)).

                                      -56-

<PAGE>
                         Crown Cork & Seal Company, Inc.

           4.i   Indenture dated as of January 15, 1995 between the Company and
                 Chemical Bank, as Trustee (incorporated by reference to Exhibit
                 4 of the Registrant's Current Report on Form 8-K dated January
                 25, 1995 (File No. 1-2227)).

           4.j   Form of the Company's 8-3/8% Notes Due 2005 (incorporated by
                 reference to Exhibit 99a of the Registrant's Current Report on
                 Form 8-K dated January 25, 1995 (File No. 1-2227)).

           4.k   Officers' Certificate of the Company dated January 25, 1995
                 (incorporated by reference to Exhibit 99b of the Registrant's
                 Current Report on Form 8-K dated January 25, 1995 (File No.
                 1-2227)).

           4.l   Terms Agreement dated January 18, 1995 (incorporated by
                 reference to Exhibit 99c of the Registrant's Current Report on
                 Form 8-K dated January 25, 1995 (File No. 1-2227)).

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

           4.n   Rights Agreement, dated August 7, 1995, between Crown Cork &
                 Seal Company, Inc. and First Chicago Trust of New York
                 (incorporated by reference to Exhibits 1 and 2 to the
                 Registrant's Registration Statement on Form 8-A, dated August
                 10, 1995 (File No. 1-2227)).

           4.o   Indenture, dated December 17, 1996, among the Company, Crown
                 Cork & Seal Finance PLC, Crown Cork & Seal Finance S.A. and The
                 Bank of New York, as trustee (incorporated by reference to
                 Exhibit 4.1 of the Registrant's Current Report on Form 8-K
                 dated December 17, 1996 (File No. 1-2227)).

           4.p   Form of the Registrant's 7-3/8% Debentures Due 2096
                 (incorporated by reference to Exhibit 99.1 of the Registrant's
                 Current Report on Form 8-K dated December 17, 1996 (File No. 1-
                 2227)).

           4.q   Form of the Registrant's 7-1/2% Debentures Due 2026
                 (incorporated by reference to Exhibit 99.2 of the Registrant's
                 Current Report on Form 8-K dated December 17, 1996 (File No. 1-
                 2227)).

           4.r   Form of UK 6-3/4% Notes Due 2003 (incorporated by reference to
                 Exhibit 99.3 of the Registrant's Current Report on Form 8-K
                 dated December 17, 1996 (File No. 1-2227)).

           4.s   Form of UK 7% Notes Due 2006 (incorporated by reference to
                 Exhibit 99.4 of the Registrant's Current Report on Form 8-K
                 dated December 17, 1996 (File No. 1-2227)).

           4.t   Form of French 6-3/4% Notes Due 2003 (incorporated by reference
                 to Exhibit 99.5 of the Registrant's Current Report on Form 8-K
                 dated December 17, 1996 (File No. 1-2227)).

           4.u   Officers' Certificate for 7-3/4% Debentures Due 2026
                 (incorporated by reference to Exhibit 99.6 of the Registrant's
                 Current Report on Form 8-K dated December 17, 1996 (File No. 1-
                 2227)).

           4.v   Officers' Certificate for 7-1/2% Debentures Due 2096
                 (incorporated by reference to Exhibit 99.7 of the Registrant's
                 Current Report on Form 8-K dated December 17, 1996 (File No.
                 1-2227)).

           4.w   Officers' Certificate for 6-3/4% Notes Due 2003 (incorporated
                 by reference to Exhibit 99.8 of the Registrant's Current Report
                 on Form 8-K dated December 17, 1996 (File No. 1-2227)).

           4.x   Officers' Certificate for 7% Notes Due 2006 (incorporated by
                 reference to Exhibit 99.9 of the Registrant's Current Report on
                 Form 8-K dated December 17, 1996 (File No. 1-2227)).

                                      -57-

<PAGE>
                         Crown Cork & Seal Company, Inc.

           4.y   Officers' Certificate for 6-3/4% Notes Due 2003 (incorporated
                 by reference to Exhibit 99.10 of the Registrant's Current
                 Report on Form 8-K dated December 17, 1996 (File No. 1-2227)).

           4.z   Terms Agreement dated December 12, 1996 (incorporated by
                 reference to Exhibit 1.1 of the Registrant's Current Report on
                 Form 8-K dated December 12, 1996 (File No. 1-2227)).

           4.aa  Form of Bearer Security Depositary Agreement (incorporated by
                 reference to Exhibit 4.2 of the Registrant's Registration
                 Statement on Form S-3 dated November 26, 1996 amended December
                 5 and 10, 1996 (File No. 333-16869)).

           4.bb  Form of Underwriting Agreement (incorporated by reference to
                 Exhibit 1.1 of the Registrant's Registration Statement on Form
                 S-3, dated November 26, 1996, amended December 5 and December
                 10, 1996 (File No. 333-16869)).

                 Other long-term agreements of the Registrant are not filed
                 pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and the
                 Registrant agrees to furnish copies of such agreements to the
                 Securities and Exchange Commission upon its request.

           10.a  Employment Contracts:

                  (1) Employment contract between Crown Cork & Seal Company,
                      Inc. and William J. Avery dated January 3, 2000.

                  (2) Employment contract between Crown Cork & Seal Company,
                      Inc. and John W. Conway dated January 3, 2000.

                  (3) Employment contract between Crown Cork & Seal Company,
                      Inc. and Alan W. Rutherford dated January 3, 2000.

           10.b  Consulting Agreement, dated April 1, 2000, between Crown Cork &
                 Seal Company, Inc. and Michael J. McKenna.

           10.c  Consulting Agreement, dated February 1, 2000, between Crown
                 Cork & Seal Company, Inc. and Ronald R. Thoma.

           10.d  Form of Restricted Stock Agreement, dated March 15, 2000 and
                 entered into by Messrs. Avery, Conway and Rutherford.

           10.e  Crown Cork & Seal Company, Inc. Executive Deferred Compensation
                 Plan (incorporated by reference to Exhibit 10 of the
                 Registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1991 (File No. 1-2227)).

           10.f  Crown Cork & Seal Company, Inc. Senior Executive Retirement
                 Plan, as amended and restated as of June 30, 1999 (incorporated
                 by reference to Exhibit 10.d of the Registrant's Quarterly
                 Report on Form 10-Q for the quarter ended June 30, 1999 (File
                 No. 1-2227)).

           10.g  1990 Stock-Based Incentive Compensation Plan (incorporated by
                 reference to Exhibit 10.2 of the Registrant's Annual Report on
                 Form 10-K for the year ended December 31, 1992 (File No.
                 1-2227)).

           10.h  Amendment No. 1 to the Crown Cork & Seal Company, Inc. 1990
                 Stock-Based Incentive Compensation Plan, dated as of September
                 21, 1998 (incorporated by reference to Exhibit 10.a of the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1999 (File No. 1-2227)).

           10.i  Crown Cork & Seal Company, Inc. Restricted Stock Plan for
                 Non-Employee Directors. (incorporated by the reference to
                 Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for
                 the year ended December 31, 1992 (File No. 1-2227)).

                                      -58-

<PAGE>
                         Crown Cork & Seal Company, Inc.

           10.j  Crown Cork & Seal Company, Inc. Stock Purchase Plan
                 (incorporated by reference to Exhibit 4.3 of the Registrant's
                 Registration Statement on Form S-8, filed with the Securities
                 and Exchange Commission on March 16, 1994 (Registration No.
                 33-52699)).

           10.k  Crown Cork & Seal Company, Inc. 1994 Stock-Based Incentive
                 Compensation Plan (incorporated by reference to Exhibit 10.g of
                 the Registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1994 (File No. 1-2227)).

           10.l  Amendment No. 1 to the Crown Cork & Seal Company, Inc. 1994
                 Stock-Based Incentive Compensation Plan, dated as of September
                 21, 1998 (incorporated by reference to Exhibit 10.b of the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1999 (File No. 1-2227)).

           10.m  Crown Cork & Seal Company, Inc. 1997 Stock-Based Incentive
                 Compensation Plan (incorporated by reference to Exhibit 10.f of
                 the Registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1997 (File No. 1-2227)).

           10.n  Amendment No. 1 to the Crown Cork & Seal Company, Inc. 1997
                 Stock-Based Incentive Compensation Plan dated as of September
                 21, 1998 (incorporated by reference to Exhibit 10.c of the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1999 (File No. 1-2227)).

           10.o  Crown Cork & Seal Company, Inc. Deferred Compensation Plan for
                 Directors, dated as of October 27, 1994 (incorporated by
                 reference to Exhibit 10.b of Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended June 30, 1995 (File No.
                 1-2227)).

           10.p  Crown Cork & Seal Company, Inc. Pension Plan for outside
                 Directors, dated as of October 27, 1994 (incorporated by
                 reference to Exhibit 10.c of the Registrant's Quarterly Report
                 on Form 10-Q for the quarter ended June 30, 1995 (File No.
                 1-2227)).

           10.q  Crown Cork & Seal Company, Inc. Dividend Reinvestment and Stock
                 Purchase Plan (incorporated by reference to the Company's
                 Prospectus dated May 31, 1996 forming a part of the
                 Registrant's Registration Statement on Form S-3 (No. 333-04971)
                 filed with the Securities and Exchange Commission on May 31,
                 1996).

                 Exhibits 10.a through 10.p, inclusive, are management contracts
                 or compensatory plans or arrangements required to be filed as
                 exhibits pursuant to Item 14(c) of this Report.

           12.   Computation of ratio of earnings to fixed charges.

           21.   Subsidiaries of Registrant.

           23.   Consent of Independent Accountants.

           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 last quarter of the period for which this report is filed.

                                      -59-


<PAGE>
                         Crown Cork & Seal Company, Inc.

                                   SIGNATURES
                                   ----------

Pursuant to the  requirements of Section 13 or 15(d) 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

Date:  March 30, 2000
       ---------------------------------

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated:

          SIGNATURE                                    TITLE
          ---------                                    -----

/s/ William J. Avery      3/30/00
----------------------------------          Chairman of the Board and Chief
William J. Avery                            Executive Officer

/s/ Alan W. Rutherford    3/30/00
----------------------------------          Director, Executive Vice President
Alan W. Rutherford                          and Chief Financial Officer

                                   DIRECTORS
                                   ---------

/s/ Henry E. Butwel       3/30/00           /s/ James L. Pate          3/30/00
----------------------------------          -----------------------------------
Henry E. Butwel                             James L. Pate

/s/ John W. Conway        3/30/00           /s/ Thomas A. Ralph        3/30/00
----------------------------------          -----------------------------------
John W. Conway                              Thomas A. Ralph

/s/ Arnold W. Donald      3/30/00
----------------------------------          -----------------------------------
Arnold W. Donald                            Jean-Pierre Rosso

                                            /s/ Harold A. Sorgenti     3/30/00
----------------------------------          -----------------------------------
Marie L. Garibaldi                          Harold A. Sorgenti

/s/ John B. Neff          3/30/00           /s/ Guy de Wouters         3/30/00
----------------------------------          -----------------------------------
John B. Neff                                Guy de Wouters


                                      -60-