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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

          (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,    1996    

             [ ]      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
incorporation or organization)                            Identification No.)

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

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

 4.5% Convertible Preferred Stock      New York Stock Exchange & Paris Bourse
    $41.8875 Par Value

 Common Stock Purchase Rights
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           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
                                (Title of Class)
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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,  1997,  128,505,232  shares of the  Registrant's  Common  Stock,
excluding  shares held in Treasury,  and 12,432,094  shares of the  Registrant's
4.5% Convertible Preferred Stock were issued and outstanding,  and the aggregate
market value of such shares held by  non-affiliates  of the  Registrant  on such
date was $7,571,765,310.

                       DOCUMENTS INCORPORATED BY REFERENCE

Notice  of  Annual  Meeting  and  Proxy   Statement  dated  March  24,  1997  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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                         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 Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                            Crown Cork & Seal Company, Inc.
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                            Registrant

                            /s/ Alan W. Rutherford 
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                            Alan W. Rutherford
                            Executive Vice President
                            Chief Financial Officer


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

Date: April 17, 1997
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