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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM 10-Q
  
  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
  
                    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
  
  [ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934
  
                FOR THE TRANSITION PERIOD FROM ________ TO _________
  
                            COMMISSION FILE NUMBER 1-2227
  
                           CROWN CORK & SEAL COMPANY, INC.
               (Exact name of registrant as specified in its charter)
  
  
            Pennsylvania                                   23-1526444
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization) 
  
       One Crown Way, Philadelphia, PA.                    19154-4599
   (Address of principal executive offices)                (Zip Code)
  
                                    215-698-5100
                (Registrant's telephone number, including area code)
  
  
  Indicated  by check  mark  whether  the  registrant  (1) has filed  all  reports
  required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
  1934  during  the  preceding  12 months  (or for such  shorter  period  that the
  registrant was required to file such reports),  and (2) has been subject to such
  filing requirements for the past 90 days. Yes X No ___
  
  There were 124,429,856 shares of Common Stock outstanding as of April 30, 1998.
  
  ================================================================================
  <PAGE>
                           Crown Cork & Seal Company, Inc.
  
                           PART I - FINANCIAL INFORMATION
  
                          CONSOLIDATED STATEMENTS OF INCOME
                    (In millions except share and per share data)
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
  --------------------------------------------------------------------------------------------------------------------
   Three months ended March 31,                                                     1998                     1997
   -------------------------------------------------------------------------------------------------------------------
  
  <S>                                                                       <C>                       <C>              
  Net sales                                                                 $         1,892.4         $         1,937.3
                                                                            -----------------         -----------------
  
  Cost, expenses & other income
    Cost of products sold, excluding depreciation and amortization                    1,502.2                   1,544.4
    Depreciation and amortization                                                       136.6                     139.3
    Selling and administrative expense                                                   97.6                     103.9
    Gain on sale of assets                                                                                         (6.1)
    Interest expense                                                                     93.8                      92.6
    Interest income                                                                      (7.4)                     (7.3)
    Translation and exchange adjustments                                                  1.7                       1.1
                                                                            -----------------         -----------------
                                                                                      1,824.5                   1,867.9
                                                                            -----------------         -----------------
  
  Income before income taxes                                                             67.9                      69.4
  
  Provision for income taxes                                                             27.9                      25.8
  
  Minority interest, net of  equity earnings                                              1.7                      (4.6)
                                                                            -----------------         -----------------
  
  Net income                                                                             41.7                      39.0
  
  Preferred stock dividends                                                               5.1                       5.9
                                                                            -----------------         -----------------
                                                                                              
  
  Net income available to common shareholders                               $            36.6         $            33.1
                                                                            =================         =================
  
  Basic and diluted earnings per average common share                       $             .29         $             .26
                                                                            =================         =================
  
  Dividends per common share                                                $             .25         $             .25
                                                                            =================         =================
  
  Weighted average common shares outstanding:
                    Basic                                                         127,100,189               128,479,826
                    Diluted                                                       137,782,068               140,522,967
  
   --------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  Certain prior year balances have been reclassified to improve comparability.
  
  The accompanying notes are an integral part of these financial statements.
  
                                         2
  <PAGE>
                           Crown Cork & Seal Company, Inc.
  
                       CONSOLIDATED BALANCE SHEETS (Condensed)
                         (In millions except per share data)
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------
                                                         March 31,        December 31,
                                                           1998                1997
  ----------------------------------------------------------------------------------------
  <S>                                                 <C>               <C>         
  Assets
  
  Current assets
     Cash and cash equivalents                        $      220.5      $      205.6
     Receivables                                           1,551.0           1,353.5
     Inventories                                           1,564.2           1,387.5
     Prepaid expenses and other current assets               224.1             200.6
                                                      ------------      ------------
                   Total current assets                    3,559.8           3,147.2
                                                      ------------      ------------
  
  Long-term notes and receivables                             52.2              65.0
  Investments                                                 90.1              89.5
  Goodwill, net of amortization                            4,567.0           4,625.2
  Property, plant and equipment                            3,655.2           3,663.9
  Other non-current assets                                   752.2             714.9
                                                      ------------      ------------
                   Total                              $   12,676.5      $   12,305.7
                                                      ============      ============
  
  
  Liabilities and shareholders' equity
  
  Current liabilities
     Short-term debt                                  $    2,274.8      $    1,385.4
     Current portion of long-term debt                       382.5             399.3
     Accounts payable and accrued liabilities              2,165.5           2,236.7
     United States and foreign income taxes                   55.2              27.9
                                                      ------------      ------------
                   Total current liabilities               4,878.0           4,049.3
                                                      ------------      ------------
  
  Long-term debt, excluding current maturities             3,267.1           3,301.4
  Postretirement and pension liabilities                     708.4             711.7
  Other non-current liabilities                              423.8             431.3
  Minority interests                                         285.1             282.8
  Shareholders' equity                                     3,114.1           3,529.2
                                                      ------------      ------------
                   Total                              $   12,676.5      $   12,305.7
                                                      ============      ============
  
  Book value per common share                         $      23.52      $      25.26
  ----------------------------------------------------------------------------------
  </TABLE>
  
  The accompanying notes are an integral part of these financial statements.
  
                                         3
  <PAGE>
                           Crown Cork & Seal Company, Inc.
  
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
                                    (In millions)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------
   Three months ended March 31,                                                              1998           1997
   ---------------------------------------------------------------------------------------------------------------
  <S>                                                                                     <C>            <C>     
   Cash flows from operating activities
     Net income                                                                           $   41.7       $   39.0
     Depreciation and amortization                                                           136.6          139.3
     Gain on sale of assets                                                                                  (5.3)
     Change in assets and liabilities, other than debt, net of businesses acquired          (503.4)        (430.4)
                                                                                          --------       --------
          Net cash used in operating activities                                             (325.1)        (257.4)
                                                                                          --------       --------
  
  Cash flows from investing activities
     Capital expenditures                                                                   (113.3)        (106.2)
     Acquisition of businesses, net of cash acquired                                         (34.2)         (10.0)
     Proceeds from sale of property, plant and equipment                                       4.6           15.0
     Other, net                                                                               (4.2)           (.4)
                                                                                          --------       --------
          Net cash used in investing activities                                             (147.1)        (101.6)
                                                                                          --------       --------
  
  Cash flows from financing activities
     Proceeds from long-term debt                                                              3.9
     Payments of long-term debt                                                               (3.6)        (253.9)
     Net change in short-term debt                                                           893.1          693.2
     Stock Repurchased                                                                      (369.0)
     Dividends paid                                                                          (38.0)         (38.0)
     Common stock issued under various employee benefit plans                                  3.9            3.3
     Minority contributions, net of dividends paid                                            (1.8)           (.8)
                                                                                          --------       --------
          Net cash provided by financing activities                                          488.5          403.8
                                                                                          --------       --------
  
     Effect of exchange rate changes on cash and cash equivalents                             (1.4)          (6.3)
                                                                                          --------       --------
  
     Net change in cash and cash equivalents                                                  14.9           38.5
  
     Cash and cash equivalents at beginning of period                                        205.6          160.4
                                                                                          --------       --------
  
     Cash and cash equivalents at end of period                                           $  220.5       $  198.9
                                                                                          ========       ========
  ------------------------------------------------------------------------------------------------------------------
                                                                                             1998           1997
  ------------------------------------------------------------------------------------------------------------------
  
  Schedule of non-cash investing activities:
          Acquisition of businesses:
            Fair value of assets acquired                                                 $   51.2       $   70.0
            Liabilities assumed                                                            (  17.0)
            Note Payable                                                                                  (  60.0)
                                                                                          --------       --------
                        Cash Paid                                                         $   34.2       $   10.0
                                                                                          ========       ========
  ------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  Certain prior year balances have been reclassified to improve comparability.
  
  The accompanying notes are an integral part of these financial statements.
  
                                         4
  <PAGE>
                           Crown Cork & Seal Company, Inc.
  
             CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                    (In millions)
                                     (Unaudited)
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------------------------
                                               |                                                                Accumulated
                                               |                                                                   Other
                                 Comprehensive |Preferred   Common       Paid-In      Retained      Treasury    Comprehensive
                                      Income   |  Stock      Stock       Capital      Earnings       Stock        Income       Total
  ------------------------------------------------------------------------------------------------------------------------------------
  <S>                               <C>         <C>         <C>         <C>          <C>           <C>            <C>       <C>     
  Balance at December 31, 1997                 | $520.8      $779.0      $1,560.7     $1,327.2      ($137.0)     ($521.5)    $3,529.2
  Net income                         $ 41.7    |                                          41.7                                   41.7
  Translation adjustments             (54.5)   |                                                                   (54.5)       (54.5)
                                     ------    |
  Comprehensive income (loss)        ($12.8)   |
                                     ======    |
  Dividends declared:                          |
    Common                                     |                                         (32.1)                                 (32.1)
    Preferred                                  |                                          (5.1)                                  (5.1)
  Stock repurchased                            | (153.3)                   (195.2)                    (20.5)                   (369.0)
  Common stock issued under employee           |
    benefit plans                              |                              3.2                        .7                       3.9
  -----------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 1998                    | $367.5      $779.0      $1,368.7     $1,331.7      ($156.8)     ($576.0)    $3,114.1
  ===================================================================================================================================
                                               |                                                                Accumulated
                                               |                                                                   Other
                                 Comprehensive | Preferred  Common       Paid-In      Retained      Treasury    Comprehensive
                                      Income   |  Stock      Stock       Capital      Earnings       Stock        Income       Total
  ------------------------------------------------------------------------------------------------------------------------------------
  Balance at December 31, 1996                 | $520.8      $779.0      $1,567.3     $1,185.0      ($136.9)     ($351.9)    $3,563.3
  Net income                          $ 39.0   |                                          39.0                                   39.0
  Translation adjustments             ( 53.7)  |                                                                  ( 53.7)      ( 53.7)
                                     -------   |
  Comprehensive income (loss)        ($ 14.7)  |
                                     =======   |
  Dividends declared:                          |
    Common                                     |                                        ( 32.1)                                 (32.1)
    Preferred                                  |                                        (  5.9)                                 ( 5.9)
  Common stock issued under employee           |
    benefit plans                              |                              2.7                        .6                       3.3
  -----------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 1997                    | $520.8      $779.0      $1,570.0     $1,186.0      ($136.3)     ($405.6)    $3,513.9
  ===================================================================================================================================
  </TABLE>
  
  Certain prior year balances have been reclassified to improve comparability.
  
  The accompanying notes are an integral part of these financial statements.
  
                                         5
  <PAGE>
                           Crown Cork & Seal Company, Inc.
  
  
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (In millions, except per share data)
                                     (Unaudited)
  
  
  A.   Statement of Information Furnished
  
       The accompanying  unaudited  interim  consolidated and condensed  financial
       statements  have been prepared by the Company in accordance  with Form 10-Q
       instructions.  In the opinion of management,  these consolidated  financial
       statements  contain  all  adjustments   necessary  to  present  fairly  the
       financial position of Crown Cork & Seal Company, Inc. as of March 31, 1998,
       and the  results of its  operations  and cash flows for the  periods  ended
       March 31, 1998 and 1997,  respectively.  These results have been determined
       on the basis of generally  accepted  accounting  principles  and  practices
       consistently applied.
  
       Certain  information  and  footnote   disclosures,   normally  included  in
       financial  statements  presented  in  accordance  with  generally  accepted
       accounting  principles,  have been condensed or omitted.  The  accompanying
       Consolidated  Financial  Statements  should be read in conjunction with the
       financial  statements  and notes thereto  incorporated  by reference in the
       Company's Annual Report on Form 10-K for the year ended December 31, 1997.
  
  B.   Earnings Per Share
  
       The following  table  summarizes  the basic and diluted  earnings per share
       computations for the period ended March 31, 1998 and 1997, respectively:
  
  <TABLE>
  <CAPTION>
                                                                1998                               1997
                                                 --------------------------------     -----------------------------
                                                               Average                            Average
                                                    Income      Shares     EPS          Income     Shares     EPS   
                                                 ------------ ---------- --------     ---------- ---------- -------
  <S>                                              <C>           <C>      <C>           <C>          <C>        <C>   
             Net Income                            $  41.7                              $  39.0
                Less:
                  Preferred stock dividends          ( 5.1)                             (   5.9)
                                                  ---------                             -------
             Basic EPS                             $  36.6       127.1    $   .29       $  33.1      128.5      $  .26
  
             Potentially dilutive securities:
  
                  Stock options                                     .4                                  .7
                                                  ---------      -----                  -------    -------
             Diluted EPS                           $  36.6       127.5    $   .29       $  33.1      129.2      $  .26
                                                   =======      ======                  =======    =======
  </TABLE>
                                            
       Excluded  from the  computation  of  diluted  earnings  per  share  for the
       quarters  ended March 31, 1998 and 1997,  respectively,  were 10.3 and 11.3
       potentially  dilutive  securities  resulting from the assumed conversion of
       preferred stock. This conversion would have been antidilutive.
  
  C.   Inventories
  --------------------------------------------------------------------------------
                                                   March 31,         December 31,
                                                     1998                1997
  --------------------------------------------------------------------------------
            Finished goods                       $    679.3          $    560.5
            Work in process                           223.7               187.3
            Raw  materials                            476.5               467.6
            Supplies and repair parts                 184.7               172.1
                                                 ----------          ----------
                                                 $  1,564.2          $  1,387.5
                                                 ==========          ==========
  
                                         6
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
  D.   Restructuring
  
       During the third quarter of 1997,  the Company  provided $66.6 ($43.3 after
       taxes or $.31 per diluted  share) for the costs  associated  with a plan to
       improve the structure of its  polyethylene  terephthalate  ("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. Annual
       savings relating to these actions, when fully implemented,  are expected to
       be  approximately  $20.0 ($.14 per diluted  share).  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.  The Company  records  restructuring  charges against
       operations and provides a reserve based on the best  information  available
       at the time  that the  decision  is made to  restructure.  The  balance  of
       restructuring  reserves  (excluding  the  write-down  of  assets  which  is
       reflected as a reduction of the related asset  account) is included  within
       accounts payable and accrued liabilities.
  
       The Company made an  assessment of the  restructuring  and exit costs to be
       incurred  relative  to the  acquisition  of CMB.  Affected  by the  plan of
       restructuring were forty plants and regional  administrative  offices which
       were closed and an  additional  fifty-two  plants  which were  reorganized.
       Since commencement of the plan of restructuring, the Company has determined
       alternative sites for manufacture and qualified the new manufacturing sites
       with customers.  The Company had accrued  approximately  $534 for the costs
       associated  with  restructuring  CMB operations and allocated such costs to
       the  purchase  price  of  CMB  in  accordance   with  purchase   accounting
       requirements.  These costs comprise; severance pay and benefits, write-down
       of assets,  lease  termination and other exit costs.  The cost of providing
       severance  pay  and  benefits  for the  reduction  of  approximately  6,500
       employees  is  estimated  at  approximately  $257 and is  primarily  a cash
       expense.  Employees to be terminated include most, if not all, employees at
       each plant or office to be closed and selected employees at those plants to
       be  reorganized,   including   salaried  employees  and  employees  of  the
       respective unions  represented at each plant site. The write-down of assets
       (principally  property,  plant and equipment) is estimated at approximately
       $217 and has been  reflected as a reduction  in the  carrying  value of the
       Company's  assets.  Lease  termination  and  other  exit  costs,  primarily
       repayments  of   government   grants  and   subsidies,   are  estimated  at
       approximately   $60  and  are  primarily   cash   expenses.   The  $534  in
       restructuring  costs  recorded  in  connection  with  the  CMB  acquisition
       includes the $95 restructuring  charge announced in 1996 by CarnaudMetalbox
       Asia, Ltd., a subsidiary of the Company.
  
       The Company  estimates that the plan of  restructuring  CMB operations will
       generate annual cost savings of  approximately  $160 ($105  after-tax) on a
       full  year  basis.  It is  also  estimated  that  capital  expenditures  of
       approximately  $100 will be made to expand and upgrade other  facilities to
       minimize the adverse effects of the  restructuring on existing business and
       customer relationships.
  
       Remaining  balances  in  the  restructuring  reserve  primarily  relate  to
       employee  termination  agreements.   Such  agreements  are  made  with  the
       respective union or with the local  governmental body, whereby a portion of
       the  employee  severance is paid when the  employee is  terminated  and the
       remaining portion is paid out over an agreed period of time. The components
       of the restructuring reserve are as follows:
  
  <TABLE>
  <CAPTION>
                                               Balance                             Balance
                                                 at               1998               at     
                                             December 31,       activity          March 31,
                                                1997                                1998
                                             -----------        --------          ---------
  <S>                                        <C>                <C>               <C>    
            Employee costs                    $  119.5          ($ 73.3)          $  46.2
            Lease termination and
               other exit costs                   35.8          (  11.2)             24.6
                                              --------          -------           -------
                                              $  155.3          ($ 84.5)          $  70.8
                                              ========          =======           =======
  </TABLE>
  
                                         7
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
       The foregoing  restructuring charges and related cost savings represent the
       Company's best estimates,  but necessarily  make numerous  assumptions with
       respect to industry performance,  general business and economic conditions,
       raw materials and product pricing levels,  the timing of  implementation of
       the restructuring and related employee reductions and facility closings and
       other  matters,  many of which  are  outside  the  Company's  control.  The
       Company's  estimates  of  cost  savings,  which  are  unaudited,   are  not
       necessarily  indicative of future  performance,  which may be significantly
       more or less  favorable  than as set  forth  above  and is  subject  to the
       considerations   described   herein  on  page  13  under   "Forward-Looking
       Statements within Item 2 - Management's  Discussion and Analysis of Results
       of Operations and Financial  Condition".  Shareholders are cautioned not to
       place undue  reliance on the estimates or the  underlying  assumptions  and
       should  appreciate that such  information may not necessarily be updated to
       reflect  circumstances  existing  after the date  hereof or to reflect  the
       occurrence of unanticipated events.
  
  E.   New Reporting and Disclosure Requirement
  
       Commencing  January 1, 1998,  the Company  adopted  Statement  of Financial
       Accounting  Standards ("SFAS") No. 130, "Reporting  Comprehensive  Income",
       issued in June 1997.  SFAS No.130  establishes a standard for reporting and
       displaying  comprehensive  income and its  components  within the financial
       statements.  Comprehensive  income  includes  charges and credits to equity
       that are not the result of transactions  with  shareholders.  Comprehensive
       income is composed of two subsets - "net  income" and "other  comprehensive
       income". Included in comprehensive income, for the Company, are net income,
       cumulative  translation  adjustments  required  under  SFAS No.  52 and the
       minimum  pension  liability  adjustments  required  under  SFAS No. 87. The
       adjustments  for  translation   and  minimum   pension   represent   "other
       comprehensive   income"  and  are  accumulated   within  the  Statement  of
       Shareholders'  Equity under the caption  "Accumulated  Other  Comprehensive
       Income".
  
       As of March 31, 1998 and March 31, 1997,  accumulated  other  comprehensive
       income (loss),  as reflected in the  consolidated  statements of changes in
       shareholders' equity, was comprised of the following:
  
  <TABLE>
  <CAPTION>
                                                                    March 31,             March 31,
                                                                      1998                  1997
                                                                 ---------------      ---------------
  <S>                                                               <C>                   <C>     
                  Minimum pension liability adjustments             ($ 16.9)              ($ 14.8)
                  Cumulative translation adjustments                ( 559.1)              ( 390.8)
                                                                    -------               -------
                                                                    ($576.0)              ($405.6)
                                                                    =======               =======
  </TABLE>
  
  F.   Supplemental Cash Flow Information
  
       Cash payments for interest,  net of amounts  capitalized ($1.1 for 1998 and
       $1.6 for 1997),  were $65.7 and $68.6  during the three  months ended March
       31, 1998 and 1997, respectively. Cash payments for income taxes amounted to
       $7.6 and $5.4  during  the three  months  ended  March  31,  1998 and 1997,
       respectively.
  
                                         8
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
                           PART I - FINANCIAL INFORMATION
  
  Item 2.  Management's  Discussion  and Analysis of Results of Operations and
           Financial  Condition (in millions,  except share, per share,  employee,
           shareholder and statistical data)
  
           Introduction
  
           The following discussion presents  management's analysis of the results
           of  operations  for the three months ended March 31, 1998,  compared to
           the corresponding period in 1997 and the changes in financial condition
           and liquidity from December 31, 1997. This discussion should be read in
           conjunction  with  the  Consolidated  Financial  Statements  and  Notes
           thereto  included in the  Company's  Annual Report on Form 10-K for the
           year ended  December 31, 1997,  along with the  consolidated  financial
           statements  and related  notes  included in and referred to within this
           report.
  
                                Results of Operations
  
           Net Income and Earnings Per Share
  
           Net income available to common shareholders for the quarter ended March
           31,  1998  was  $36.6,  an  increase  of  10.6%  when  compared  to the
           respective  prior  year  amount of $33.1.  Earnings  per  common  share
           increased by 11.5% to $.29 from $.26 a year earlier and reflects a 1.1%
           decline in average common shares outstanding,  primarily resulting from
           the  March  1998  repurchase  of  shares  from  Compagnie  Generale  d'
           Industrie  et  de  Participations   (CGIP).  Further  details  of  this
           transaction  are presented  under  Liquidity  and Capital  Resources as
           provided  later in this  discussion.  The  effects of a  stronger  U.S.
           dollar reduced net income by approximately $0.01 per share in the first
           quarter of 1998.
  
           Net Sales
  
           Net  sales in the  quarter  decreased  2.3%  from  $1,937.3  in 1997 to
           $1,892.4 in 1998. Sales from domestic operations  increased by 1.1% and
           those in non-U.S.  markets  decreased by 4.5%.  The  divestiture of the
           Crown-Simplimatic  machinery  operations  (disposed  of in  the  second
           quarter  of 1997)  reduced  consolidated  net sales by $47 in the first
           quarter  as  compared  to 1997.  The  appreciation  of the U.S.  dollar
           against  other  currencies,  primarily  those  within  Europe,  reduced
           consolidated net sales by $65 in the first quarter as compared to 1997.
           U.S. sales accounted for approximately 40% of consolidated net sales in
           1998 and 39% in 1997. An analysis of comparative net sales by operating
           division follows:
  
  <TABLE>
  <CAPTION>
                                                          Net Sales
                                ------------------------------------------------------
                                        First Quarter              Increase/(Decrease)
            Division:               1998            1997             $            %
                                ----------      ----------       -------      --------
  <S>                           <C>             <C>                <C>           <C>
            Americas            $    901.5      $    851.5         50.0          5.9
            European                 890.5           922.6        (32.1)        (3.5)
            Asia-Pacific              75.1            97.4        (22.3)       (22.9)
            Other                     25.3            65.8        (40.5)       (61.6)
                                ----------      ----------        -----
  
                                $  1,892.4      $  1,937.3        (44.9)        (2.3)
                                ==========      ==========        =====
  </TABLE>
  
           Net  sales in the  Americas  Division  increased  $50.0 or 5.9% for the
           three  months  ended  March 31,  1998 as compared to the same period in
           1997. The increase was primarily due to sales unit volume  increases in
           (i) U.S.  beverage,  food and  aerosol  cans,  (ii) U.S.  PET  beverage
           containers,  primarily single serve 20 ounce bottles,  plastic beverage
           closures and beverage preforms,  (iii) beverage cans and ends in Canada
           and (iv) at the  Company's  new  beverage can and end plants in Brazil.
           Competitive pressures continue to impact selling prices in most product
           lines within this division.
  
                                         9
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
  Item 2.  Management's Discussion and Analysis (Continued)
  
           Net sales in the  European  Division  decreased by $32.1 or 3.5% in the
           quarter from a year earlier due  primarily to the general  weakening of
           most  European  currencies  against  the U.S.  dollar.  The  impact  of
           translation  on sales  resulted  in a net  sales  reduction  of  $52.0.
           Excluding the impact of the  translation,  sales  increased 2.2% in the
           quarter from a year  earlier.  This  increase in local sales was due to
           increased  sales unit  volumes in (i) food cans;  primarily  in France,
           Italy and Central Europe,  (ii) PET beverage  bottles and (iii) plastic
           closures;  partially  offset by a small sales unit  volume  decrease in
           beverage cans.  Competition has remained very aggressive throughout the
           division in most product lines.
  
           Net sales in the Asia-Pacific Division have decreased $22.3 or 22.9% in
           the quarter from a year earlier due  primarily to (i)  weakening  Asian
           currencies  resulting in a U.S.  dollar sales loss of $6.2,  (ii) lower
           food can sales unit volumes  primarily  reflecting the restructuring of
           operations  in Malaysia  and  Singapore  in 1997 and (iii)  competitive
           pricing  throughout the region;  partially offset by increased beverage
           can volumes  resulting from full  production at the Company's new plant
           in Singapore and increased demand in both China and Vietnam.
  
           Net sales for Other operating  units are lower in the quarter  compared
           to the  prior  year due to the May 1997  divestiture  of the  Company's
           Crown-Simplimatic machinery operations.  These operations accounted for
           sales of $47 in the first  quarter of 1997.  Partially  offsetting  the
           impact of the  divestiture of  Crown-Simplimatic  was the March 1, 1997
           acquisition of Golden Aluminum.
  
           Cost of Products Sold
  
           Cost of products sold,  excluding  depreciation and  amortization,  was
           $1,502.2 for the quarter ended March 31, 1998, a 2.7% decrease compared
           to $1,544.4 for the same period in 1997. The decrease reflects (i) cost
           savings from  restructuring  programs and (ii) the  appreciation of the
           U.S. dollar against most foreign currencies;  offset by increased sales
           unit volumes in many product lines.
  
           As a  percentage  of net  sales,  cost of  products  sold was  79.4% as
           compared  to 79.7% in the same  period  of 1997.  The  improvement  has
           resulted from (i) increased sales unit volumes,  (ii) benefits  derived
           from  the  Company's  continuing  cost  containment  and  restructuring
           programs and (iii) the effect of decreases in raw material costs.
  
           Selling and Administrative
  
           Selling and  administrative  expenses  for the quarter  ended March 31,
           1998 were $97.6,  a decrease of $6.3 or 6.1% from the first  quarter of
           1997.  As  a  percentage  of  net  sales,  selling  and  administrative
           expenses,  excluding  depreciation,  were 5.2% in the first  quarter as
           compared  to 5.4% for the same  period of 1997.  The  decrease  in 1998
           costs is directly  related to the  restructuring  of activities  within
           acquired CarnaudMetalbox (CMB) operations.
  
                                         10
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
  
           Operating Income
  
           For the quarter  ended March 31, 1998,  consolidated  operating  income
           increased  $6.3 or 4.2% compared to the same period in 1997.  Operating
           income as a percentage  of net sales was 8.2% for the first  quarter of
           1998 as compared to 7.7% in 1997.  An analysis of  operating  income by
           operating division follows:
  
  <TABLE>
  <CAPTION>
                                                  Operating Income
                                -------------------------------------------------
                                     First Quarter            Increase/(Decrease)
                                ----------------------      ---------------------
            Division:              1998         1997           $             %    
                                --------      --------      ------        -------
  <S>                           <C>           <C>            <C>           <C>  
            Americas            $   54.7      $   57.2       (2.5)         (4.4)
            European                97.7          89.2        8.5           9.5
            Asia-Pacific             1.1            .2         .9         450.0
            Other                    2.5           3.1        (.6)        (19.4)
                                --------      --------       ----         -----
                                $  156.0      $  149.7        6.3           4.2
                                ========      ========       ====         =====
  </TABLE>
  
           As a  percentage  of net  sales,  operating  income  for  the  Americas
           Division was 6.1% in the first  quarter of 1998 as compared to 6.7% for
           the same period in 1997.  The decrease in first quarter 1998  operating
           margin was  primarily due to (i) continued  U.S.  pricing  pressures in
           both metal and plastic  beverage  containers,  (ii) lower  beverage can
           pricing in Argentina and Brazil and (iii) production  inefficiencies at
           the  Company's  new  beverage  can and end plants in Brazil;  partially
           offset by sales unit volume increases in most product lines.
  
           Operating income as a percentage of net sales for the European Division
           was  11.0% in the first  quarter  of 1998 as  compared  to 9.7% for the
           comparable   period  in  1997.   The   increased   margin  is  directly
           attributable  to  (i)  the  benefits   realized  from  the  closure  or
           reorganization of inefficient plants, removal of products with negative
           contribution and the elimination of excess administrative  overheads as
           part of the cost reduction  programs  initiated with the acquisition of
           CMB and (ii)  increased  sales unit volumes in food cans,  PET beverage
           bottles and plastic  closures;  offsetting the (i)  appreciation of the
           U.S.  dollar  against most European  currencies and (ii) decreased unit
           sales volumes for beverage cans.
  
           Operating  income in the  Asia-Pacific  Division as a percentage of net
           sales  was 1.5% in the first  quarter  of 1998  versus  .2% in the same
           period of 1997. The increase in 1998 operating margins is due primarily
           to  (i)  the  benefits  realized  from  1997  and  1996   restructuring
           activities in the division and (ii)  increased  beverage can sales unit
           volumes in China, Malaysia, Singapore and Vietnam; partially offset by,
           the  impact of  continued  currency  deterioration  in the  region  and
           competitive beverage can pricing.
  
           Operating  income for Other  operating  units was 9.9.% of net sales in
           1998 versus 4.7% in 1997. The  improvement  in the operating  margin is
           directly  attributable  to the May 1997  divestiture  of the  Company's
           Crown-Simplimatic machinery operations.
  
           Net Interest Expense / Income
  
           Net  interest  expense was $86.4 in the first  quarter,  an increase of
           $1.1 when compared to first quarter 1997 net interest expense of $85.3.
           The  increase  in  net  interest  expense  is  due  primarily  to  cash
           requirements  for  restructuring  programs  and the  March  1998  stock
           repurchase from CGIP.
  
           Taxes on Income
  
           The  effective  tax rate in the  first  quarter  of 1998  was  41.1% as
           compared to 37.2% for the same period of 1997.  The  effective  rate of
           41.1% exceeds the statutory rate of 35% due primarily to provisions for
           state  taxes and  non-deductible  amortization  of  goodwill  and other
           intangibles offset partially by income derived from non-U.S. operations
           which are taxed at lower rates than the U.S. statutory rate.
  
                                         11
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
           Minority Interests, Net of Equity in Earnings of Affiliates
  
           Minority interests, net of equity earnings,  improved in the quarter by
           $6.3  compared  to the  prior  year  due  primarily  to  (i)  increased
           operating  results in the Company's  unconsolidated  joint  ventures in
           Brazil  and  Venezuela,   (ii)  decreased   profits  in  the  Company's
           consolidated  joint ventures in China and (iii) no further losses being
           recognized  in the Company's  unconsolidated  joint venture in Korea as
           the  investment  has been reduced to zero and the Company does not plan
           nor is required to inject capital in the future.
  
                           Liquidity and Capital Resources
  
           Cash from Operations
  
           Net cash of $325.1 was used by  operating  activities  during the three
           months ended March 31, 1998, as compared to cash used of $257.4 for the
           same period in 1997. The increase in cash used by operating  activities
           is related  to cash  payments  for  restructuring  activities  and cash
           payments to settle  year-end 1997  accounts  payable  balances.  Due to
           higher sales volumes in the second and third quarters,  it is customary
           for large working capital buildups in the first quarter.
  
           Investing Activities
  
           Investing activities used cash of $147.1 during the quarter ended March
           31, 1998 compared with cash used of $101.6 for the same period in 1997.
           Capital  expenditures  for the first  quarter of 1998 were  $113.3,  an
           increase of $7.1 as compared to capital  expenditures  of $106.2 during
           the same period of 1997 with  acquisition  of  businesses,  net of cash
           acquired, at $34.2 compared to $10.0 in the first quarter of 1997.
  
           Financing Activities
  
           Financing  activities  generated  cash of $488.5  in the first  quarter
           compared with $403.8 in the first quarter of 1997.
  
           On March 2, 1998, the Company completed the repurchase of approximately
           4.1  million  shares  of its  common  stock at  $49.00  per  share  and
           approximately 3.7 million shares of its acquisition preferred at $46.00
           per share from CGIP. The repurchased shares  represented  approximately
           5.3% of the Company's  then  outstanding  voting  securities and leaves
           CGIP with 4.99%  voting power in the Company.  The  repurchased  shares
           include all of CGIP's acquisition  preferred position which represented
           approximately  30%  of  the  then  outstanding  shares  of  acquisition
           preferred.  The  transaction  includes an agreement  to  terminate  the
           Shareholders  Agreement dated February 22, 1996 between the Company and
           CGIP.  Among  other  changes,  CGIP will no longer  retain the right to
           designate Company directors. The transaction value of $369 was financed
           through an increase in short-term indebtedness.
  
           Total  debt,  net of cash and cash  equivalents,  at March 31, 1998 was
           $5,703.9  and  represents  an increase of $823.4 above the December 31,
           1997 level of $4,880.5.  Total debt, net of cash and cash  equivalents,
           as a percentage of total  capitalization was 62.7% at March 31, 1998 as
           compared to 56.1% at December 31, 1997. Total capitalization is defined
           by the  Company as total debt,  minority  interests  and  shareholders'
           equity.
  
           The Company  funds its working  capital  requirements  on a  short-term
           basis primarily  through  issuances of commercial paper. The commercial
           paper program is supported by a $2,500  multi-currency credit agreement
           which  matures in  February  2002 with  interest at market  rates.  The
           Company's use of the facility is not restricted.  At March 31, 1998 and
           1997, $279.7 and $378.5, respectively, was drawn against this facility.
           Based on the  Company's  intention  and ability to maintain  its credit
           facility beyond 1999 and 1998,  respectively,  $700 of commercial paper
           borrowings  were  classified  as  long-term  at both March 31, 1998 and
           1997. There was $2,175.8 and $1,714.2 in commercial  paper  outstanding
           at March 31, 1998 and 1997, respectively.
  
                                         12
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
           The  increase in total  debt,  net of cash and cash  equivalents,  from
           December 31, 1997 is due primarily to (i) the repurchase of shares from
           CGIP,  (ii) the funding of the Company's  restructuring  activities and
           (iii) the funding of working capital requirements on a short-term basis
           through the issuance of commercial paper.
  
           Recent Accounting Developments
  
           The  Company,  in  the  fourth  quarter,   will  adopt  SFAS  No.  131,
           "Disclosures about Segments of an Enterprise and Related  Information",
           issued in June 1997, and SFAS No. 132,  "Employers'  Disclosures  about
           Pensions and Other Postretirement  Benefits",  issued in February 1998.
           Neither standard will have an adverse effect on the Company's financial
           position,  cash flows or results of  operations.  SFAS No. 131 requires
           the  disclosure of segment  information  on the same basis that is used
           internally for  evaluating  performance  and for allocating  resources.
           SFAS No. 132 revises the  disclosures  required about pension and other
           postretirement benefit plans.
  
           Market Risk
  
           There have been no material changes in the Company's exposure to market
           risk since December 31, 1997.
  
           Forward Looking Statements
  
           Statements included herein in "Management's  Discussion and Analysis of
           Results of Operations and Financial  Condition",  and in the discussion
           of the  restructuring  plans  in Note D to the  Consolidated  Financial
           Statements  included in this Quarterly  Report on Form 10-Q and also in
           Part I, Item 1: "Business" and Item 3: "Legal  Proceedings" and in Part
           II,  Item  7:  "Management's   Discussion  and  Analysis  of  Financial
           Condition  and  Results of  Operations",  within the  Company's  Annual
           Report on Form 10-K for the fiscal year ended December 31, 1997,  which
           are not historical facts (including any statements concerning plans and
           objectives of management for future operations or economic performance,
           or  assumptions  related  thereto),  are  "forward-looking  statements"
           within the meaning of the federal  securities  laws.  In addition,  the
           Company and its  representatives  may from time to time make other oral
           or written statements which are also "forward-looking statements".
  
           These  forward-looking  statements  are made  based  upon  management's
           expectations and beliefs concerning future events impacting the Company
           and therefore involve a number of risks and  uncertainties.  Management
           cautions that  forward-looking  statements  are not guarantees and that
           actual results could differ  materially from those expressed or implied
           in the forward-looking statements.
  
           While  the  Company   periodically   reassesses   material  trends  and
           uncertainties   affecting  the  Company's  results  of  operations  and
           financial  condition in connection with the preparation of Management's
           Discussion   and  Analysis  of  Results  of  Operations  and  Financial
           Condition  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.
  
           A discussion of important  factors that could cause the actual  results
           of  operations  or  financial  condition  of the Company to differ from
           expectations  has been set forth in the Company's Annual Report on Form
           10-K for the year ended  December  31,  1997  within  Part II,  Item 7;
           "Management's  Discussion  and  Analysis of Results of  Operations  and
           Financial Condition" under the caption "Forward Looking Statements" and
           is  incorporated  herein by  reference.  Some of the  factors  are also
           discussed elsewhere in this Form 10-Q and in prior Company filings with
           the  Securities and Exchange  Commission  ("SEC").  In addition,  other
           factors  have  been  or may be  discussed  from  time  to  time  in the
           Company's SEC filings.
  
                                         13
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
                             PART II - OTHER INFORMATION
  
  Item 4.  Submission of Matters to Vote of Security Holders
  
           The Company's  Annual Meeting of Shareholders  was held April 23, 1998.
           The matters voted upon and the results of the votes are as follows:
  
  
                                                   - - - VOTES - - -
                                           --------------------------------
  
            Election of the Board of Directors
  
                                               For               Withheld
  
            William J. Avery               113,725,278          1,699,601
  
            Henry E. Butwel                113,725,993          1,698,886
  
            Charles F. Casey               113,683,575          1,741,304
  
            John W. Conway                 113,731,974          1,692,905
  
            Francis X. Dalton              113,683,197          1,741,682
  
            Richard L. Krzyzanowski        113,729,690          1,695,189
  
            Josephine C. Mandeville        113,751,837          1,673,042
  
            Michael J. Mc Kenna            113,724,646          1,700,233
  
            Jean-Pierre Rosso              113,731,711          1,693,168
  
            Alan W. Rutherford             113,731,110          1,693,769
  
            Harold A. Sorgenti             113,716,009          1,708,870
  
            Guy de Wouters                 113,695,926          1,728,953
  
                                         14
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
  
  Item 5.  Other Information
  
  (1)      The Company announced on April 28, 1998 that its Board of Directors has
           appointed  Michael J.  McKenna to the newly  created  position  of Vice
           Chairman. Mr. John W. Conway,  Executive Vice President and President -
           Americas Division since 1996, assumes Mr. McKenna's responsibilities as
           President and Chief Operating  Officer and will continue to oversee the
           Americas Division. Mr. Tommy H. Karlsson,  Executive Vice President and
           President - European Division,  was appointed to the Company's Board of
           Directors.
  
  (2)      On April 2,  1998,  the  Company's  Board of  Directors  declared  cash
           dividends  of $.25 per share on the  Company's  common stock and $.4712
           per share on the  Company's  4.5%  convertible  preferred  stock.  Both
           dividends are payable on May 20, 1998 to  shareholders of record on May
           1, 1998.
  
  
  Item 6.  Exhibits and Reports on Form 8-K
  
           a)    Exhibits
  
                 2.   Stock  Purchase  Agreement  dated  February 3, 1998  between
                      Compagnie  Generale  d'Industrie  et de  Participations  and
                      Crown Cork & Seal Company,  Inc.  (incorporated by reference
                      to Exhibit A of Amendment  No. 4 of the  Company's  Schedule
                      13D, dated February 3, 1998 (File No. 005-10521)).
  
                 27.  Financial Data Schedule
  
           b)    Reports on Form 8-K
  
                 There  were no  reports  on Form 8-K  filed by Crown  Cork & Seal
                 Company, Inc., during the quarter for which this report is filed.
  
  
                                         15
  <PAGE>
                          Crown Cork & Seal Company, Inc.
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
           the  registrant  has duly caused this report to be signed on its behalf
           by the undersigned thereunto duly authorized.
  
  
                                               Crown Cork & Seal Company, Inc.
                                               Registrant
  
                                               By: /s/ Timothy J. Donahue
                                                  Timothy J. Donahue
                                                  Senior Vice President and 
                                                  Corporate Controller
  
  
           Date:  May 15, 1998
  
  
                                         16
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 60558}]
metadata_filer: {"company-data": {"conformed-name": "CROWN CORK & SEAL CO INC", "cik": "0000025890", "assigned-sic": "3411", "irs-number": "231526444", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-02227", "film-number": "98625606"}, "business-address": {"street1": "ONE CROWN WAY", "city": "PHILADELPHIA", "state": "PA", "zip": "19154", "phone": "215-698-5100"}}
text: ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM 10-Q
  
  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
  
                    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
  
  [ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934
  
                FOR THE TRANSITION PERIOD FROM ________ TO _________
  
                            COMMISSION FILE NUMBER 1-2227
  
                           CROWN CORK & SEAL COMPANY, INC.
               (Exact name of registrant as specified in its charter)
  
            Pennsylvania                                   23-1526444
    (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization) 
  
       One Crown Way, Philadelphia, PA.                    19154-4599
   (Address of principal executive offices)                (Zip Code)
  
                                    215-698-5100
                (Registrant's telephone number, including area code)
  
  Indicated  by check  mark  whether  the  registrant  (1) has filed  all  reports
  required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
  1934  during  the  preceding  12 months  (or for such  shorter  period  that the
  registrant was required to file such reports),  and (2) has been subject to such
  filing requirements for the past 90 days. Yes X No ___
  
  There were 124,429,856 shares of Common Stock outstanding as of April 30, 1998.
  
  ================================================================================
  Crown Cork & Seal Company, Inc.
  
                           PART I - FINANCIAL INFORMATION
  
                          CONSOLIDATED STATEMENTS OF INCOME
                    (In millions except share and per share data)
                                     (Unaudited)
  --------------------------------------------------------------------------------------------------------------------
   Three months ended March 31,                                                     1998                     1997
   -------------------------------------------------------------------------------------------------------------------
  Net sales                                                                 $         1,892.4         $         1,937.3
                                                                            -----------------         -----------------
  
  Cost, expenses & other income
    Cost of products sold, excluding depreciation and amortization                    1,502.2                   1,544.4
    Depreciation and amortization                                                       136.6                     139.3
    Selling and administrative expense                                                   97.6                     103.9
    Gain on sale of assets                                                                                         (6.1)
    Interest expense                                                                     93.8                      92.6
    Interest income                                                                      (7.4)                     (7.3)
    Translation and exchange adjustments                                                  1.7                       1.1
                                                                            -----------------         -----------------
                                                                                      1,824.5                   1,867.9
                                                                            -----------------         -----------------
  
  Income before income taxes                                                             67.9                      69.4
  
  Provision for income taxes                                                             27.9                      25.8
  
  Minority interest, net of  equity earnings                                              1.7                      (4.6)
                                                                            -----------------         -----------------
  
  Net income                                                                             41.7                      39.0
  
  Preferred stock dividends                                                               5.1                       5.9
                                                                            -----------------         -----------------
                                                                                              
  
  Net income available to common shareholders                               $            36.6         $            33.1
                                                                            =================         =================
  
  Basic and diluted earnings per average common share                       $             .29         $             .26
                                                                            =================         =================
  
  Dividends per common share                                                $             .25         $             .25
                                                                            =================         =================
  
  Weighted average common shares outstanding:
                    Basic                                                         127,100,189               128,479,826
                    Diluted                                                       137,782,068               140,522,967
  
   --------------------------------------------------------------------------------------------------------------------
  Certain prior year balances have been reclassified to improve comparability.
  
  The accompanying notes are an integral part of these financial statements.
  
                                         2
  Crown Cork & Seal Company, Inc.
  
                       CONSOLIDATED BALANCE SHEETS (Condensed)
                         (In millions except per share data)
                                     (Unaudited)
  ----------------------------------------------------------------------------------------
                                                         March 31,        December 31,
                                                           1998                1997
  ----------------------------------------------------------------------------------------
  Assets
  
  Current assets
     Cash and cash equivalents                        $      220.5      $      205.6
     Receivables                                           1,551.0           1,353.5
     Inventories                                           1,564.2           1,387.5
     Prepaid expenses and other current assets               224.1             200.6
                                                      ------------      ------------
                   Total current assets                    3,559.8           3,147.2
                                                      ------------      ------------
  
  Long-term notes and receivables                             52.2              65.0
  Investments                                                 90.1              89.5
  Goodwill, net of amortization                            4,567.0           4,625.2
  Property, plant and equipment                            3,655.2           3,663.9
  Other non-current assets                                   752.2             714.9
                                                      ------------      ------------
                   Total                              $   12,676.5      $   12,305.7
                                                      ============      ============
  
  Liabilities and shareholders' equity
  
  Current liabilities
     Short-term debt                                  $    2,274.8      $    1,385.4
     Current portion of long-term debt                       382.5             399.3
     Accounts payable and accrued liabilities              2,165.5           2,236.7
     United States and foreign income taxes                   55.2              27.9
                                                      ------------      ------------
                   Total current liabilities               4,878.0           4,049.3
                                                      ------------      ------------
  
  Long-term debt, excluding current maturities             3,267.1           3,301.4
  Postretirement and pension liabilities                     708.4             711.7
  Other non-current liabilities                              423.8             431.3
  Minority interests                                         285.1             282.8
  Shareholders' equity                                     3,114.1           3,529.2
                                                      ------------      ------------
                   Total                              $   12,676.5      $   12,305.7
                                                      ============      ============
  
  Book value per common share                         $      23.52      $      25.26
  ----------------------------------------------------------------------------------
  The accompanying notes are an integral part of these financial statements.
  
                                         3
  Crown Cork & Seal Company, Inc.
  
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
                                    (In millions)
                                     (Unaudited)
  ----------------------------------------------------------------------------------------------------------------
   Three months ended March 31,                                                              1998           1997
   ---------------------------------------------------------------------------------------------------------------
  Cash flows from operating activities
     Net income                                                                           $   41.7       $   39.0
     Depreciation and amortization                                                           136.6          139.3
     Gain on sale of assets                                                                                  (5.3)
     Change in assets and liabilities, other than debt, net of businesses acquired          (503.4)        (430.4)
                                                                                          --------       --------
          Net cash used in operating activities                                             (325.1)        (257.4)
                                                                                          --------       --------
  
  Cash flows from investing activities
     Capital expenditures                                                                   (113.3)        (106.2)
     Acquisition of businesses, net of cash acquired                                         (34.2)         (10.0)
     Proceeds from sale of property, plant and equipment                                       4.6           15.0
     Other, net                                                                               (4.2)           (.4)
                                                                                          --------       --------
          Net cash used in investing activities                                             (147.1)        (101.6)
                                                                                          --------       --------
  
  Cash flows from financing activities
     Proceeds from long-term debt                                                              3.9
     Payments of long-term debt                                                               (3.6)        (253.9)
     Net change in short-term debt                                                           893.1          693.2
     Stock Repurchased                                                                      (369.0)
     Dividends paid                                                                          (38.0)         (38.0)
     Common stock issued under various employee benefit plans                                  3.9            3.3
     Minority contributions, net of dividends paid                                            (1.8)           (.8)
                                                                                          --------       --------
          Net cash provided by financing activities                                          488.5          403.8
                                                                                          --------       --------
  
     Effect of exchange rate changes on cash and cash equivalents                             (1.4)          (6.3)
                                                                                          --------       --------
  
     Net change in cash and cash equivalents                                                  14.9           38.5
  
     Cash and cash equivalents at beginning of period                                        205.6          160.4
                                                                                          --------       --------
  
     Cash and cash equivalents at end of period                                           $  220.5       $  198.9
                                                                                          ========       ========
  ------------------------------------------------------------------------------------------------------------------
                                                                                             1998           1997
  ------------------------------------------------------------------------------------------------------------------
  
  Schedule of non-cash investing activities:
          Acquisition of businesses:
            Fair value of assets acquired                                                 $   51.2       $   70.0
            Liabilities assumed                                                            (  17.0)
            Note Payable                                                                                  (  60.0)
                                                                                          --------       --------
                        Cash Paid                                                         $   34.2       $   10.0
                                                                                          ========       ========
  ------------------------------------------------------------------------------------------------------------------
  Certain prior year balances have been reclassified to improve comparability.
  
  The accompanying notes are an integral part of these financial statements.
  
                                         4
  Crown Cork & Seal Company, Inc.
  
             CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                    (In millions)
                                     (Unaudited)
  ------------------------------------------------------------------------------------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------------------------
                                               |                                                                Accumulated
                                               |                                                                   Other
                                 Comprehensive |Preferred   Common       Paid-In      Retained      Treasury    Comprehensive
                                      Income   |  Stock      Stock       Capital      Earnings       Stock        Income       Total
  ------------------------------------------------------------------------------------------------------------------------------------
  Balance at December 31, 1997                 | $520.8      $779.0      $1,560.7     $1,327.2      ($137.0)     ($521.5)    $3,529.2
  Net income                         $ 41.7    |                                          41.7                                   41.7
  Translation adjustments             (54.5)   |                                                                   (54.5)       (54.5)
                                     ------    |
  Comprehensive income (loss)        ($12.8)   |
                                     ======    |
  Dividends declared:                          |
    Common                                     |                                         (32.1)                                 (32.1)
    Preferred                                  |                                          (5.1)                                  (5.1)
  Stock repurchased                            | (153.3)                   (195.2)                    (20.5)                   (369.0)
  Common stock issued under employee           |
    benefit plans                              |                              3.2                        .7                       3.9
  -----------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 1998                    | $367.5      $779.0      $1,368.7     $1,331.7      ($156.8)     ($576.0)    $3,114.1
  ===================================================================================================================================
                                               |                                                                Accumulated
                                               |                                                                   Other
                                 Comprehensive | Preferred  Common       Paid-In      Retained      Treasury    Comprehensive
                                      Income   |  Stock      Stock       Capital      Earnings       Stock        Income       Total
  ------------------------------------------------------------------------------------------------------------------------------------
  Balance at December 31, 1996                 | $520.8      $779.0      $1,567.3     $1,185.0      ($136.9)     ($351.9)    $3,563.3
  Net income                          $ 39.0   |                                          39.0                                   39.0
  Translation adjustments             ( 53.7)  |                                                                  ( 53.7)      ( 53.7)
                                     -------   |
  Comprehensive income (loss)        ($ 14.7)  |
                                     =======   |
  Dividends declared:                          |
    Common                                     |                                        ( 32.1)                                 (32.1)
    Preferred                                  |                                        (  5.9)                                 ( 5.9)
  Common stock issued under employee           |
    benefit plans                              |                              2.7                        .6                       3.3
  -----------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 1997                    | $520.8      $779.0      $1,570.0     $1,186.0      ($136.3)     ($405.6)    $3,513.9
  ===================================================================================================================================
  Certain prior year balances have been reclassified to improve comparability.
  
  The accompanying notes are an integral part of these financial statements.
  
                                         5
  Crown Cork & Seal Company, Inc.
  
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (In millions, except per share data)
                                     (Unaudited)
  
  A.   Statement of Information Furnished
  
       The accompanying  unaudited  interim  consolidated and condensed  financial
       statements  have been prepared by the Company in accordance  with Form 10-Q
       instructions.  In the opinion of management,  these consolidated  financial
       statements  contain  all  adjustments   necessary  to  present  fairly  the
       financial position of Crown Cork & Seal Company, Inc. as of March 31, 1998,
       and the  results of its  operations  and cash flows for the  periods  ended
       March 31, 1998 and 1997,  respectively.  These results have been determined
       on the basis of generally  accepted  accounting  principles  and  practices
       consistently applied.
  
       Certain  information  and  footnote   disclosures,   normally  included  in
       financial  statements  presented  in  accordance  with  generally  accepted
       accounting  principles,  have been condensed or omitted.  The  accompanying
       Consolidated  Financial  Statements  should be read in conjunction with the
       financial  statements  and notes thereto  incorporated  by reference in the
       Company's Annual Report on Form 10-K for the year ended December 31, 1997.
  
  B.   Earnings Per Share
  
       The following  table  summarizes  the basic and diluted  earnings per share
       computations for the period ended March 31, 1998 and 1997, respectively:
  1998                               1997
                                                 --------------------------------     -----------------------------
                                                               Average                            Average
                                                    Income      Shares     EPS          Income     Shares     EPS   
                                                 ------------ ---------- --------     ---------- ---------- -------
  Net Income                            $  41.7                              $  39.0
                Less:
                  Preferred stock dividends          ( 5.1)                             (   5.9)
                                                  ---------                             -------
             Basic EPS                             $  36.6       127.1    $   .29       $  33.1      128.5      $  .26
  
             Potentially dilutive securities:
  
                  Stock options                                     .4                                  .7
                                                  ---------      -----                  -------    -------
             Diluted EPS                           $  36.6       127.5    $   .29       $  33.1      129.2      $  .26
                                                   =======      ======                  =======    =======
  Excluded  from the  computation  of  diluted  earnings  per  share  for the
       quarters  ended March 31, 1998 and 1997,  respectively,  were 10.3 and 11.3
       potentially  dilutive  securities  resulting from the assumed conversion of
       preferred stock. This conversion would have been antidilutive.
  
  C.   Inventories
  --------------------------------------------------------------------------------
                                                   March 31,         December 31,
                                                     1998                1997
  --------------------------------------------------------------------------------
            Finished goods                       $    679.3          $    560.5
            Work in process                           223.7               187.3
            Raw  materials                            476.5               467.6
            Supplies and repair parts                 184.7               172.1
                                                 ----------          ----------
                                                 $  1,564.2          $  1,387.5
                                                 ==========          ==========
  
                                         6
  Crown Cork & Seal Company, Inc.
  
  D.   Restructuring
  
       During the third quarter of 1997,  the Company  provided $66.6 ($43.3 after
       taxes or $.31 per diluted  share) for the costs  associated  with a plan to
       improve the structure of its  polyethylene  terephthalate  ("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. Annual
       savings relating to these actions, when fully implemented,  are expected to
       be  approximately  $20.0 ($.14 per diluted  share).  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.  The Company  records  restructuring  charges against
       operations and provides a reserve based on the best  information  available
       at the time  that the  decision  is made to  restructure.  The  balance  of
       restructuring  reserves  (excluding  the  write-down  of  assets  which  is
       reflected as a reduction of the related asset  account) is included  within
       accounts payable and accrued liabilities.
  
       The Company made an  assessment of the  restructuring  and exit costs to be
       incurred  relative  to the  acquisition  of CMB.  Affected  by the  plan of
       restructuring were forty plants and regional  administrative  offices which
       were closed and an  additional  fifty-two  plants  which were  reorganized.
       Since commencement of the plan of restructuring, the Company has determined
       alternative sites for manufacture and qualified the new manufacturing sites
       with customers.  The Company had accrued  approximately  $534 for the costs
       associated  with  restructuring  CMB operations and allocated such costs to
       the  purchase  price  of  CMB  in  accordance   with  purchase   accounting
       requirements.  These costs comprise; severance pay and benefits, write-down
       of assets,  lease  termination and other exit costs.  The cost of providing
       severance  pay  and  benefits  for the  reduction  of  approximately  6,500
       employees  is  estimated  at  approximately  $257 and is  primarily  a cash
       expense.  Employees to be terminated include most, if not all, employees at
       each plant or office to be closed and selected employees at those plants to
       be  reorganized,   including   salaried  employees  and  employees  of  the
       respective unions  represented at each plant site. The write-down of assets
       (principally  property,  plant and equipment) is estimated at approximately
       $217 and has been  reflected as a reduction  in the  carrying  value of the
       Company's  assets.  Lease  termination  and  other  exit  costs,  primarily
       repayments  of   government   grants  and   subsidies,   are  estimated  at
       approximately   $60  and  are  primarily   cash   expenses.   The  $534  in
       restructuring  costs  recorded  in  connection  with  the  CMB  acquisition
       includes the $95 restructuring  charge announced in 1996 by CarnaudMetalbox
       Asia, Ltd., a subsidiary of the Company.
  
       The Company  estimates that the plan of  restructuring  CMB operations will
       generate annual cost savings of  approximately  $160 ($105  after-tax) on a
       full  year  basis.  It is  also  estimated  that  capital  expenditures  of
       approximately  $100 will be made to expand and upgrade other  facilities to
       minimize the adverse effects of the  restructuring on existing business and
       customer relationships.
  
       Remaining  balances  in  the  restructuring  reserve  primarily  relate  to
       employee  termination  agreements.   Such  agreements  are  made  with  the
       respective union or with the local  governmental body, whereby a portion of
       the  employee  severance is paid when the  employee is  terminated  and the
       remaining portion is paid out over an agreed period of time. The components
       of the restructuring reserve are as follows:
  Balance                             Balance
                                                 at               1998               at     
                                             December 31,       activity          March 31,
                                                1997                                1998
                                             -----------        --------          ---------
  Employee costs                    $  119.5          ($ 73.3)          $  46.2
            Lease termination and
               other exit costs                   35.8          (  11.2)             24.6
                                              --------          -------           -------
                                              $  155.3          ($ 84.5)          $  70.8
                                              ========          =======           =======
  7
  Crown Cork & Seal Company, Inc.
  
       The foregoing  restructuring charges and related cost savings represent the
       Company's best estimates,  but necessarily  make numerous  assumptions with
       respect to industry performance,  general business and economic conditions,
       raw materials and product pricing levels,  the timing of  implementation of
       the restructuring and related employee reductions and facility closings and
       other  matters,  many of which  are  outside  the  Company's  control.  The
       Company's  estimates  of  cost  savings,  which  are  unaudited,   are  not
       necessarily  indicative of future  performance,  which may be significantly
       more or less  favorable  than as set  forth  above  and is  subject  to the
       considerations   described   herein  on  page  13  under   "Forward-Looking
       Statements within Item 2 - Management's  Discussion and Analysis of Results
       of Operations and Financial  Condition".  Shareholders are cautioned not to
       place undue  reliance on the estimates or the  underlying  assumptions  and
       should  appreciate that such  information may not necessarily be updated to
       reflect  circumstances  existing  after the date  hereof or to reflect  the
       occurrence of unanticipated events.
  
  E.   New Reporting and Disclosure Requirement
  
       Commencing  January 1, 1998,  the Company  adopted  Statement  of Financial
       Accounting  Standards ("SFAS") No. 130, "Reporting  Comprehensive  Income",
       issued in June 1997.  SFAS No.130  establishes a standard for reporting and
       displaying  comprehensive  income and its  components  within the financial
       statements.  Comprehensive  income  includes  charges and credits to equity
       that are not the result of transactions  with  shareholders.  Comprehensive
       income is composed of two subsets - "net  income" and "other  comprehensive
       income". Included in comprehensive income, for the Company, are net income,
       cumulative  translation  adjustments  required  under  SFAS No.  52 and the
       minimum  pension  liability  adjustments  required  under  SFAS No. 87. The
       adjustments  for  translation   and  minimum   pension   represent   "other
       comprehensive   income"  and  are  accumulated   within  the  Statement  of
       Shareholders'  Equity under the caption  "Accumulated  Other  Comprehensive
       Income".
  
       As of March 31, 1998 and March 31, 1997,  accumulated  other  comprehensive
       income (loss),  as reflected in the  consolidated  statements of changes in
       shareholders' equity, was comprised of the following:
  March 31,             March 31,
                                                                      1998                  1997
                                                                 ---------------      ---------------
  Minimum pension liability adjustments             ($ 16.9)              ($ 14.8)
                  Cumulative translation adjustments                ( 559.1)              ( 390.8)
                                                                    -------               -------
                                                                    ($576.0)              ($405.6)
                                                                    =======               =======
  F.   Supplemental Cash Flow Information
  
       Cash payments for interest,  net of amounts  capitalized ($1.1 for 1998 and
       $1.6 for 1997),  were $65.7 and $68.6  during the three  months ended March
       31, 1998 and 1997, respectively. Cash payments for income taxes amounted to
       $7.6 and $5.4  during  the three  months  ended  March  31,  1998 and 1997,
       respectively.
  
                                         8
  Crown Cork & Seal Company, Inc.
  
                           PART I - FINANCIAL INFORMATION
  
  Item 2.  Management's  Discussion  and Analysis of Results of Operations and
           Financial  Condition (in millions,  except share, per share,  employee,
           shareholder and statistical data)
  
           Introduction
  
           The following discussion presents  management's analysis of the results
           of  operations  for the three months ended March 31, 1998,  compared to
           the corresponding period in 1997 and the changes in financial condition
           and liquidity from December 31, 1997. This discussion should be read in
           conjunction  with  the  Consolidated  Financial  Statements  and  Notes
           thereto  included in the  Company's  Annual Report on Form 10-K for the
           year ended  December 31, 1997,  along with the  consolidated  financial
           statements  and related  notes  included in and referred to within this
           report.
  
                                Results of Operations
  
           Net Income and Earnings Per Share
  
           Net income available to common shareholders for the quarter ended March
           31,  1998  was  $36.6,  an  increase  of  10.6%  when  compared  to the
           respective  prior  year  amount of $33.1.  Earnings  per  common  share
           increased by 11.5% to $.29 from $.26 a year earlier and reflects a 1.1%
           decline in average common shares outstanding,  primarily resulting from
           the  March  1998  repurchase  of  shares  from  Compagnie  Generale  d'
           Industrie  et  de  Participations   (CGIP).  Further  details  of  this
           transaction  are presented  under  Liquidity  and Capital  Resources as
           provided  later in this  discussion.  The  effects of a  stronger  U.S.
           dollar reduced net income by approximately $0.01 per share in the first
           quarter of 1998.
  
           Net Sales
  
           Net  sales in the  quarter  decreased  2.3%  from  $1,937.3  in 1997 to
           $1,892.4 in 1998. Sales from domestic operations  increased by 1.1% and
           those in non-U.S.  markets  decreased by 4.5%.  The  divestiture of the
           Crown-Simplimatic  machinery  operations  (disposed  of in  the  second
           quarter  of 1997)  reduced  consolidated  net sales by $47 in the first
           quarter  as  compared  to 1997.  The  appreciation  of the U.S.  dollar
           against  other  currencies,  primarily  those  within  Europe,  reduced
           consolidated net sales by $65 in the first quarter as compared to 1997.
           U.S. sales accounted for approximately 40% of consolidated net sales in
           1998 and 39% in 1997. An analysis of comparative net sales by operating
           division follows:
  Net Sales
                                ------------------------------------------------------
                                        First Quarter              Increase/(Decrease)
            Division:               1998            1997             $            %
                                ----------      ----------       -------      --------
  Americas            $    901.5      $    851.5         50.0          5.9
            European                 890.5           922.6        (32.1)        (3.5)
            Asia-Pacific              75.1            97.4        (22.3)       (22.9)
            Other                     25.3            65.8        (40.5)       (61.6)
                                ----------      ----------        -----
  
                                $  1,892.4      $  1,937.3        (44.9)        (2.3)
                                ==========      ==========        =====
  Net  sales in the  Americas  Division  increased  $50.0 or 5.9% for the
           three  months  ended  March 31,  1998 as compared to the same period in
           1997. The increase was primarily due to sales unit volume  increases in
           (i) U.S.  beverage,  food and  aerosol  cans,  (ii) U.S.  PET  beverage
           containers,  primarily single serve 20 ounce bottles,  plastic beverage
           closures and beverage preforms,  (iii) beverage cans and ends in Canada
           and (iv) at the  Company's  new  beverage can and end plants in Brazil.
           Competitive pressures continue to impact selling prices in most product
           lines within this division.
  
                                         9
  Crown Cork & Seal Company, Inc.
  
  Item 2.  Management's Discussion and Analysis (Continued)
  
           Net sales in the  European  Division  decreased by $32.1 or 3.5% in the
           quarter from a year earlier due  primarily to the general  weakening of
           most  European  currencies  against  the U.S.  dollar.  The  impact  of
           translation  on sales  resulted  in a net  sales  reduction  of  $52.0.
           Excluding the impact of the  translation,  sales  increased 2.2% in the
           quarter from a year  earlier.  This  increase in local sales was due to
           increased  sales unit  volumes in (i) food cans;  primarily  in France,
           Italy and Central Europe,  (ii) PET beverage  bottles and (iii) plastic
           closures;  partially  offset by a small sales unit  volume  decrease in
           beverage cans.  Competition has remained very aggressive throughout the
           division in most product lines.
  
           Net sales in the Asia-Pacific Division have decreased $22.3 or 22.9% in
           the quarter from a year earlier due  primarily to (i)  weakening  Asian
           currencies  resulting in a U.S.  dollar sales loss of $6.2,  (ii) lower
           food can sales unit volumes  primarily  reflecting the restructuring of
           operations  in Malaysia  and  Singapore  in 1997 and (iii)  competitive
           pricing  throughout the region;  partially offset by increased beverage
           can volumes  resulting from full  production at the Company's new plant
           in Singapore and increased demand in both China and Vietnam.
  
           Net sales for Other operating  units are lower in the quarter  compared
           to the  prior  year due to the May 1997  divestiture  of the  Company's
           Crown-Simplimatic machinery operations.  These operations accounted for
           sales of $47 in the first  quarter of 1997.  Partially  offsetting  the
           impact of the  divestiture of  Crown-Simplimatic  was the March 1, 1997
           acquisition of Golden Aluminum.
  
           Cost of Products Sold
  
           Cost of products sold,  excluding  depreciation and  amortization,  was
           $1,502.2 for the quarter ended March 31, 1998, a 2.7% decrease compared
           to $1,544.4 for the same period in 1997. The decrease reflects (i) cost
           savings from  restructuring  programs and (ii) the  appreciation of the
           U.S. dollar against most foreign currencies;  offset by increased sales
           unit volumes in many product lines.
  
           As a  percentage  of net  sales,  cost of  products  sold was  79.4% as
           compared  to 79.7% in the same  period  of 1997.  The  improvement  has
           resulted from (i) increased sales unit volumes,  (ii) benefits  derived
           from  the  Company's  continuing  cost  containment  and  restructuring
           programs and (iii) the effect of decreases in raw material costs.
  
           Selling and Administrative
  
           Selling and  administrative  expenses  for the quarter  ended March 31,
           1998 were $97.6,  a decrease of $6.3 or 6.1% from the first  quarter of
           1997.  As  a  percentage  of  net  sales,  selling  and  administrative
           expenses,  excluding  depreciation,  were 5.2% in the first  quarter as
           compared  to 5.4% for the same  period of 1997.  The  decrease  in 1998
           costs is directly  related to the  restructuring  of activities  within
           acquired CarnaudMetalbox (CMB) operations.
  
                                         10
  Crown Cork & Seal Company, Inc.
  
           Operating Income
  
           For the quarter  ended March 31, 1998,  consolidated  operating  income
           increased  $6.3 or 4.2% compared to the same period in 1997.  Operating
           income as a percentage  of net sales was 8.2% for the first  quarter of
           1998 as compared to 7.7% in 1997.  An analysis of  operating  income by
           operating division follows:
  Operating Income
                                -------------------------------------------------
                                     First Quarter            Increase/(Decrease)
                                ----------------------      ---------------------
            Division:              1998         1997           $             %    
                                --------      --------      ------        -------
  Americas            $   54.7      $   57.2       (2.5)         (4.4)
            European                97.7          89.2        8.5           9.5
            Asia-Pacific             1.1            .2         .9         450.0
            Other                    2.5           3.1        (.6)        (19.4)
                                --------      --------       ----         -----
                                $  156.0      $  149.7        6.3           4.2
                                ========      ========       ====         =====
  As a  percentage  of net  sales,  operating  income  for  the  Americas
           Division was 6.1% in the first  quarter of 1998 as compared to 6.7% for
           the same period in 1997.  The decrease in first quarter 1998  operating
           margin was  primarily due to (i) continued  U.S.  pricing  pressures in
           both metal and plastic  beverage  containers,  (ii) lower  beverage can
           pricing in Argentina and Brazil and (iii) production  inefficiencies at
           the  Company's  new  beverage  can and end plants in Brazil;  partially
           offset by sales unit volume increases in most product lines.
  
           Operating income as a percentage of net sales for the European Division
           was  11.0% in the first  quarter  of 1998 as  compared  to 9.7% for the
           comparable   period  in  1997.   The   increased   margin  is  directly
           attributable  to  (i)  the  benefits   realized  from  the  closure  or
           reorganization of inefficient plants, removal of products with negative
           contribution and the elimination of excess administrative  overheads as
           part of the cost reduction  programs  initiated with the acquisition of
           CMB and (ii)  increased  sales unit volumes in food cans,  PET beverage
           bottles and plastic  closures;  offsetting the (i)  appreciation of the
           U.S.  dollar  against most European  currencies and (ii) decreased unit
           sales volumes for beverage cans.
  
           Operating  income in the  Asia-Pacific  Division as a percentage of net
           sales  was 1.5% in the first  quarter  of 1998  versus  .2% in the same
           period of 1997. The increase in 1998 operating margins is due primarily
           to  (i)  the  benefits  realized  from  1997  and  1996   restructuring
           activities in the division and (ii)  increased  beverage can sales unit
           volumes in China, Malaysia, Singapore and Vietnam; partially offset by,
           the  impact of  continued  currency  deterioration  in the  region  and
           competitive beverage can pricing.
  
           Operating  income for Other  operating  units was 9.9.% of net sales in
           1998 versus 4.7% in 1997. The  improvement  in the operating  margin is
           directly  attributable  to the May 1997  divestiture  of the  Company's
           Crown-Simplimatic machinery operations.
  
           Net Interest Expense / Income
  
           Net  interest  expense was $86.4 in the first  quarter,  an increase of
           $1.1 when compared to first quarter 1997 net interest expense of $85.3.
           The  increase  in  net  interest  expense  is  due  primarily  to  cash
           requirements  for  restructuring  programs  and the  March  1998  stock
           repurchase from CGIP.
  
           Taxes on Income
  
           The  effective  tax rate in the  first  quarter  of 1998  was  41.1% as
           compared to 37.2% for the same period of 1997.  The  effective  rate of
           41.1% exceeds the statutory rate of 35% due primarily to provisions for
           state  taxes and  non-deductible  amortization  of  goodwill  and other
           intangibles offset partially by income derived from non-U.S. operations
           which are taxed at lower rates than the U.S. statutory rate.
  
                                         11
  Crown Cork & Seal Company, Inc.
  
           Minority Interests, Net of Equity in Earnings of Affiliates
  
           Minority interests, net of equity earnings,  improved in the quarter by
           $6.3  compared  to the  prior  year  due  primarily  to  (i)  increased
           operating  results in the Company's  unconsolidated  joint  ventures in
           Brazil  and  Venezuela,   (ii)  decreased   profits  in  the  Company's
           consolidated  joint ventures in China and (iii) no further losses being
           recognized  in the Company's  unconsolidated  joint venture in Korea as
           the  investment  has been reduced to zero and the Company does not plan
           nor is required to inject capital in the future.
  
                           Liquidity and Capital Resources
  
           Cash from Operations
  
           Net cash of $325.1 was used by  operating  activities  during the three
           months ended March 31, 1998, as compared to cash used of $257.4 for the
           same period in 1997. The increase in cash used by operating  activities
           is related  to cash  payments  for  restructuring  activities  and cash
           payments to settle  year-end 1997  accounts  payable  balances.  Due to
           higher sales volumes in the second and third quarters,  it is customary
           for large working capital buildups in the first quarter.
  
           Investing Activities
  
           Investing activities used cash of $147.1 during the quarter ended March
           31, 1998 compared with cash used of $101.6 for the same period in 1997.
           Capital  expenditures  for the first  quarter of 1998 were  $113.3,  an
           increase of $7.1 as compared to capital  expenditures  of $106.2 during
           the same period of 1997 with  acquisition  of  businesses,  net of cash
           acquired, at $34.2 compared to $10.0 in the first quarter of 1997.
  
           Financing Activities
  
           Financing  activities  generated  cash of $488.5  in the first  quarter
           compared with $403.8 in the first quarter of 1997.
  
           On March 2, 1998, the Company completed the repurchase of approximately
           4.1  million  shares  of its  common  stock at  $49.00  per  share  and
           approximately 3.7 million shares of its acquisition preferred at $46.00
           per share from CGIP. The repurchased shares  represented  approximately
           5.3% of the Company's  then  outstanding  voting  securities and leaves
           CGIP with 4.99%  voting power in the Company.  The  repurchased  shares
           include all of CGIP's acquisition  preferred position which represented
           approximately  30%  of  the  then  outstanding  shares  of  acquisition
           preferred.  The  transaction  includes an agreement  to  terminate  the
           Shareholders  Agreement dated February 22, 1996 between the Company and
           CGIP.  Among  other  changes,  CGIP will no longer  retain the right to
           designate Company directors. The transaction value of $369 was financed
           through an increase in short-term indebtedness.
  
           Total  debt,  net of cash and cash  equivalents,  at March 31, 1998 was
           $5,703.9  and  represents  an increase of $823.4 above the December 31,
           1997 level of $4,880.5.  Total debt, net of cash and cash  equivalents,
           as a percentage of total  capitalization was 62.7% at March 31, 1998 as
           compared to 56.1% at December 31, 1997. Total capitalization is defined
           by the  Company as total debt,  minority  interests  and  shareholders'
           equity.
  
           The Company  funds its working  capital  requirements  on a  short-term
           basis primarily  through  issuances of commercial paper. The commercial
           paper program is supported by a $2,500  multi-currency credit agreement
           which  matures in  February  2002 with  interest at market  rates.  The
           Company's use of the facility is not restricted.  At March 31, 1998 and
           1997, $279.7 and $378.5, respectively, was drawn against this facility.
           Based on the  Company's  intention  and ability to maintain  its credit
           facility beyond 1999 and 1998,  respectively,  $700 of commercial paper
           borrowings  were  classified  as  long-term  at both March 31, 1998 and
           1997. There was $2,175.8 and $1,714.2 in commercial  paper  outstanding
           at March 31, 1998 and 1997, respectively.
  
                                         12
  Crown Cork & Seal Company, Inc.
  
           The  increase in total  debt,  net of cash and cash  equivalents,  from
           December 31, 1997 is due primarily to (i) the repurchase of shares from
           CGIP,  (ii) the funding of the Company's  restructuring  activities and
           (iii) the funding of working capital requirements on a short-term basis
           through the issuance of commercial paper.
  
           Recent Accounting Developments
  
           The  Company,  in  the  fourth  quarter,   will  adopt  SFAS  No.  131,
           "Disclosures about Segments of an Enterprise and Related  Information",
           issued in June 1997, and SFAS No. 132,  "Employers'  Disclosures  about
           Pensions and Other Postretirement  Benefits",  issued in February 1998.
           Neither standard will have an adverse effect on the Company's financial
           position,  cash flows or results of  operations.  SFAS No. 131 requires
           the  disclosure of segment  information  on the same basis that is used
           internally for  evaluating  performance  and for allocating  resources.
           SFAS No. 132 revises the  disclosures  required about pension and other
           postretirement benefit plans.
  
           Market Risk
  
           There have been no material changes in the Company's exposure to market
           risk since December 31, 1997.
  
           Forward Looking Statements
  
           Statements included herein in "Management's  Discussion and Analysis of
           Results of Operations and Financial  Condition",  and in the discussion
           of the  restructuring  plans  in Note D to the  Consolidated  Financial
           Statements  included in this Quarterly  Report on Form 10-Q and also in
           Part I, Item 1: "Business" and Item 3: "Legal  Proceedings" and in Part
           II,  Item  7:  "Management's   Discussion  and  Analysis  of  Financial
           Condition  and  Results of  Operations",  within the  Company's  Annual
           Report on Form 10-K for the fiscal year ended December 31, 1997,  which
           are not historical facts (including any statements concerning plans and
           objectives of management for future operations or economic performance,
           or  assumptions  related  thereto),  are  "forward-looking  statements"
           within the meaning of the federal  securities  laws.  In addition,  the
           Company and its  representatives  may from time to time make other oral
           or written statements which are also "forward-looking statements".
  
           These  forward-looking  statements  are made  based  upon  management's
           expectations and beliefs concerning future events impacting the Company
           and therefore involve a number of risks and  uncertainties.  Management
           cautions that  forward-looking  statements  are not guarantees and that
           actual results could differ  materially from those expressed or implied
           in the forward-looking statements.
  
           While  the  Company   periodically   reassesses   material  trends  and
           uncertainties   affecting  the  Company's  results  of  operations  and
           financial  condition in connection with the preparation of Management's
           Discussion   and  Analysis  of  Results  of  Operations  and  Financial
           Condition  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.
  
           A discussion of important  factors that could cause the actual  results
           of  operations  or  financial  condition  of the Company to differ from
           expectations  has been set forth in the Company's Annual Report on Form
           10-K for the year ended  December  31,  1997  within  Part II,  Item 7;
           "Management's  Discussion  and  Analysis of Results of  Operations  and
           Financial Condition" under the caption "Forward Looking Statements" and
           is  incorporated  herein by  reference.  Some of the  factors  are also
           discussed elsewhere in this Form 10-Q and in prior Company filings with
           the  Securities and Exchange  Commission  ("SEC").  In addition,  other
           factors  have  been  or may be  discussed  from  time  to  time  in the
           Company's SEC filings.
  
                                         13
  Crown Cork & Seal Company, Inc.
  
                             PART II - OTHER INFORMATION
  
  Item 4.  Submission of Matters to Vote of Security Holders
  
           The Company's  Annual Meeting of Shareholders  was held April 23, 1998.
           The matters voted upon and the results of the votes are as follows:
  
                                                   - - - VOTES - - -
                                           --------------------------------
  
            Election of the Board of Directors
  
                                               For               Withheld
  
            William J. Avery               113,725,278          1,699,601
  
            Henry E. Butwel                113,725,993          1,698,886
  
            Charles F. Casey               113,683,575          1,741,304
  
            John W. Conway                 113,731,974          1,692,905
  
            Francis X. Dalton              113,683,197          1,741,682
  
            Richard L. Krzyzanowski        113,729,690          1,695,189
  
            Josephine C. Mandeville        113,751,837          1,673,042
  
            Michael J. Mc Kenna            113,724,646          1,700,233
  
            Jean-Pierre Rosso              113,731,711          1,693,168
  
            Alan W. Rutherford             113,731,110          1,693,769
  
            Harold A. Sorgenti             113,716,009          1,708,870
  
            Guy de Wouters                 113,695,926          1,728,953
  
                                         14
  Crown Cork & Seal Company, Inc.
  
  Item 5.  Other Information
  
  (1)      The Company announced on April 28, 1998 that its Board of Directors has
           appointed  Michael J.  McKenna to the newly  created  position  of Vice
           Chairman. Mr. John W. Conway,  Executive Vice President and President -
           Americas Division since 1996, assumes Mr. McKenna's responsibilities as
           President and Chief Operating  Officer and will continue to oversee the
           Americas Division. Mr. Tommy H. Karlsson,  Executive Vice President and
           President - European Division,  was appointed to the Company's Board of
           Directors.
  
  (2)      On April 2,  1998,  the  Company's  Board of  Directors  declared  cash
           dividends  of $.25 per share on the  Company's  common stock and $.4712
           per share on the  Company's  4.5%  convertible  preferred  stock.  Both
           dividends are payable on May 20, 1998 to  shareholders of record on May
           1, 1998.
  
  Item 6.  Exhibits and Reports on Form 8-K
  
           a)    Exhibits
  
                 2.   Stock  Purchase  Agreement  dated  February 3, 1998  between
                      Compagnie  Generale  d'Industrie  et de  Participations  and
                      Crown Cork & Seal Company,  Inc.  (incorporated by reference
                      to Exhibit A of Amendment  No. 4 of the  Company's  Schedule
                      13D, dated February 3, 1998 (File No. 005-10521)).
  
                 27.  Financial Data Schedule
  
           b)    Reports on Form 8-K
  
                 There  were no  reports  on Form 8-K  filed by Crown  Cork & Seal
                 Company, Inc., during the quarter for which this report is filed.
  
                                         15
  Crown Cork & Seal Company, Inc.
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
           the  registrant  has duly caused this report to be signed on its behalf
           by the undersigned thereunto duly authorized.
  
                                               Crown Cork & Seal Company, Inc.
                                               Registrant
  
                                               By: /s/ Timothy J. Donahue
                                                  Timothy J. Donahue
                                                  Senior Vice President and 
                                                  Corporate Controller
  
           Date:  May 15, 1998
  
                                         16