As filed with the Securities and Exchange Commission on November 12, 1998
                                                Registration No. _______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------
                         CROWN CORK & SEAL COMPANY, INC.
             (Exact name of registrant as specified in its charter)

 Pennsylvania               One Crown Way                      23-1526444
(State or other            Philadelphia,  PA 19154-4599    (I.R.S.  Employer
jurisdiction of      (Address,  including  zip code,        Identification No.) 
incorporation or      of PrincipalExecutive Offices) 
organization)
                              --------------------             
                        CROWN CORK & SEAL COMPANY, INC.
                  1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                              --------------------
                                                            Copies to:

     Richard L. Krzyzanowski, Esq.                 Thomas A. Ralph, Esq.
     Crown Cork & Seal Company, Inc.              William G. Lawlor, Esq.
          One Crown Way                           Dechert Price & Rhoads
     Philadelphia, PA 19154                       4000 Bell Atlantic Tower
(Name and address of agent for service)              1717 Arch Street
          (215) 698-5208                          Philadelphia, PA 19103
(Telephone number, including area code,              (215) 994-4000
 of agent for service)

                        CALCULATION OF REGISTRATION FEE
                        ------------------------------- 
                                      Proposed   Proposed
Title of                              Maximum    Maximum                 
Securities          Amount            Offering   Aggregate        Amount of
to be               to be             Price Per  Offering         Registration 
Registered          Registered        Share (1)  Price(1)         Fee
--------------------------------------------------------------------------------
Common Stock,       5,000,000 shares   $35.50    $177,500,000.00  $52,362.50
$5.00 par value(2)
--------------------------------------------------------------------------------

(1)  Estimated  solely for  purposes  of  determining  the  registration  fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended, on the
basis of $35.50 per share,  the average high and low prices of Common Stock, par
value $5.00 per share ("Common  Stock"),  of Crown Cork & Seal Company,  Inc. as
reported on the New York Stock Exchange on November 6, 1998.

(2) Includes associated Rights to purchase Common Stock. Until the occurrence of
certain  prescribed  events,  none of which has  occurred,  the  Rights  are not
exercisable,  are evidenced by the certificates  representing  Common Stock, and
will be transferred with and only with Common Stock.


<PAGE>



                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Introductory Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by Crown Cork & Seal Company,  Inc. (the
"Company")  with the  Securities and Exchange  Commission  (the "SEC") (File No.
1-2227)  pursuant  to the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  Registration
Statement:

          (i)      The Company's Annual Report on Form 10-K filed on 
                   March 31, 1998 for the fiscal year ended December 31,1997;

          (ii)     The Company's  Quarterly Reports on Form 10-Q for the
                   quarters ended  March  31,  1998 and June 30,  1998,
                   filed  on  May  15,   1998  and  August   13,   1998,
                   respectively; and

          (iii)    The  Company's  Registration  Statements  on Form 8-B
                   filed on May 2, 1989 with respect to Common Stock, on
                   Form 8-A filed on August 10, 1995 with respect to the
                   Company's  Common Stock  purchase  rights and on Form
                   8-A filed on February  20,  1996 with  respect to the
                   Company's 4.5% Convertible Preferred Stock.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all securities  then remaining  unsold are hereby  incorporated  by
reference  herein  and  shall be deemed  to be a part  hereof  from the dates of
filing of such reports or other documents.  Any statement  contained in a report
or other  document  incorporated  by  reference  herein  shall be  deemed  to be
modified or superseded  for all purposes of this  Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
report or other document that also is incorporated by reference herein, modifies
or  supersedes  such  statement.  Any such  statements so modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this  Registration  Statement.  Certain  statements  contained herein and in the
related  prospectus  or  incorporated  by  reference  herein  or in the  related
prospectus  constitute  forward-looking  statements  as such term is  defined in
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and Section 21E of the Exchange Act. Certain factors discussed herein and in the
related  prospectus  or in the  Company's  Exchange  Act  filings  with the SEC,
including the Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March  31,  1998 and  June 30,  1998,  could  cause  actual  results  to  differ
materially from those in the forward-looking statements.


                                       2
<PAGE>



Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under the  Pennsylvania  Business  Corporation  Law of 1988, as amended
(the "PBCL"), Pennsylvania corporations,  such as the Company, have the power to
indemnify  any person  acting as a  representative  of the  corporation  against
liabilities  incurred  in such  capacity  provided  certain  standards  are met,
including  good faith and the belief  that the  particular  action or failure to
take action is in the best interests of the corporation.  In general, this power
to indemnify  does not exist in the case of actions  against any person by or in
the right of the corporation if the person otherwise entitled to indemnification
shall  have  been  adjudged  to be  liable  to the  corporation  unless  a court
determines  that despite the  adjudication  of liability  but in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for expenses that the court deems proper. A corporation is required to
indemnify  representatives of the corporation against expenses they may incur in
defending  actions against them in such capacities if they are successful on the
merits or otherwise  in the defense of such  actions.  In all other cases,  if a
representative of the corporation  acted, or failed to act, in good faith and in
a manner  he or she  reasonably  believed  to be in or not  opposed  to the best
interests of the corporation, indemnification is discretionary, except as may be
otherwise provided by a corporation's bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.  Indemnification so otherwise provided may
not, however,  be made if the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted  willful misconduct
or recklessness.  Expenses (including attorney's fees) incurred in defending any
such action may be paid by the  corporation in advance of the final  disposition
of  the  action  upon  receipt  of  an  undertaking  by  or  on  behalf  of  the
representative to repay the amount if it is ultimately determined that he or she
is not entitled to be indemnified by the corporation.

         Section 1746 of the PBCL provides that the foregoing  provisions  shall
not be  deemed  exclusive  of  any  other  rights  to  which  a  person  seeking
indemnification  may be entitled under, among other things, any bylaw provision,
provided  that  no  indemnification  may be made in any  case  where  the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court to have constituted willful misconduct or recklessness.

         The PBCL also empowers  corporations to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative for another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against  him in any such  capacity,  or arising  out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.

         The Company's  Bylaws  provide that the Company shall  indemnify to the
fullest  extent  permitted by applicable law any person who was or is a party or
is threatened to be made a party to or is otherwise  involved in any threatened,
pending or completed action,  suit or proceeding by reason of the fact that such
person is or was a director or officer of the  Company,  against all  liability,
loss and expense  (including  attorney's  fees and amounts  paid in  settlement)
actually  and  reasonably  incurred  by such  person  in  connection  with  such
proceeding,  whether or not the indemnified  liability  arises or arose from any
proceeding by or in the right of the Company.  The Company's Bylaws also provide
that  expenses  incurred by a director or officer in  defending  (or acting as a
witness  in) a  proceeding  may (and,  following  a "change  in  control  of the
Company"  shall) be paid by the Company in advance of the final  disposition  of
such proceeding, subject to the provisions of applicable law, upon receipt of an
undertaking  by or on behalf of the  director or officer to repay such amount if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified by the Company under  applicable  law.  Additionally,  the Company's
Bylaws limit directors'  personal liability for monetary damages for any action
taken, or any failure to take any action,  unless (1) the director  has breached
or failed to perform  the duties of his or her office  under the PBCL's standard
of care and  justifiable  reliance  provisions  and (2) the  breach  or  failure
to  perform  constitutes  self-dealing,  willful  misconduct  or  recklessness. 
However,  these  provisions  do not  apply  to the responsibility  or  liability
of a  director pursuant to any criminal  statute  or for the  payment of  taxes 
pursuant to local, state or federal law.  The Company  has  purchased  directors
and  officers'liability  insurance  covering  certain  liabilities which may  be
incurred by the officers and directors of the Registrant in connection  with the
performance of their duties.

                                       3

                                       
<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith:

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

    5.1       Opinion of Dechert Price & Rhoads as to the legality of securities
              being registered.

   23.1       Consent of  PricewaterhouseCoopers  LLP. 

   23.2       Consent of Dechert  Price & Rhoads  (contained  in opinion
              filed as Exhibit 5.1 to this Registration Statement).

   24.1       Power of Attorney (included on Signature Page).

                                       4

<PAGE>



Item 9.  Undertakings.

         The Company hereby undertakes:

         (1)      to file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement;

                  (i)      to include any prospectus required by Section 
                           10(a)(3)of the Securities Act;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement(or the most recent post-effective amendment
                           thereof) which, individually or in the aggregate, 
                           represent a fundamental change in the information set
                           forth in this Registration Statement. Notwithstanding
                           the foregoing, any increase or decrease in volume of 
                           securities offered (if the total dollar value of 
                           securities offered  would not exceed that which  was 
                           registered) and  any deviation from  the low or high 
                           end of the estimated maximum offering  range may  be 
                           reflected in the form of  prospectus filed with  the 
                           Commission  pursuant to Rule 424(b) if in  the
                           aggregate, the changes in volume and price represent 
                           no more than a  20% change in the maximum  aggregate 
                           offering  price set forth in  the "Calculation of 
                           Registration Fee" table in the effective registration
                           statement;

                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

         (2)      that, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      to  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or  controlling  person of the Company in the  successful  defense of an
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                       5


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the  City  of  Philadelphia, Commonwealth  of  Pennsylvania, on
November 11, 1998.

                                            Crown Cork & Seal Company, Inc.



                                            By:  /s/ William J. Avery
                                                     William J. Avery
                                            Title:   Chairman of the Board
                                                     and Chief Executive Officer




                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes William J.
Avery, Alan W. Rutherford and Richard L. Krzyzanowski, and each of them, his/her
true  and  lawful   attorneys-in-fact   and  agents  each  with  full  power  of
substitution  and  resubstitution  for him in any and all capacities to sign any
and  all  amendments  (including  pre-  or  post-effective  amendments)  to this
Registration  Statement  on Form S-8 and to file  the  same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission  under  the  Securities  Act of 1933,  as  amended,  hereby
ratifying and confirming all that each such attorney-in-fact,  or his substitute
or substitutes, may do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and indicated on November 11, 1998.


Signature                      Title

/s/ William J. Avery       Chairman of the Board and Chief Executive Officer
William J. Avery           (Principal Executive Officer)

/s/ Alan W. Rutherford     Executive Vice President, Chief Financial Officer and
Alan W. Rutherford         Director (Principal Financial Officer)

/s/ Timothy J. Donahue     Senior Vice President and Corporate Controller
Timothy J. Donahue         (Principal Accounting Officer)

/s/ Henry E. Butwel        Director
Henry E. Butwel

/s/ Charles F. Casey       Director
Charles F. Casey

/s/ John W. Conway         Director
John W. Conway

__________________________ Director
Francis X. Dalton

/s/ Tommy H. Karlsson      Director
Tommy H. Karlsson

/s/Richard L. Krzyzanowski Director
Richard L. Krzyzanowski

/s/Josephine C. Mandeville Director
Josephine C. Mandeville

/s/ Michael J. McKenna     Director
Michael J. McKenna

__________________________ Director
Jean-Pierre Rosso

__________________________ Director
Harold A. Sorgenti

/s/ Guy de Wouters         Director
Guy de Wouters

/s/ Thomas A. Ralph        Director
Thomas A. Ralph

                                       6


<PAGE>


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

    5.1       Opinion of Dechert Price & Rhoads as to the legality of securities
              being registered. 

   23.1       Consent of  PricewaterhouseCoopers  LLP.
 
   23.2       Consent of Dechert  Price & Rhoads (contained  in opinion filed as
              Exhibit 5.1 to this Registration Statement).

   24.1       Power of Attorney (included on Signature Page).

                                       7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION FOR 1997 STOCK-BASED INCENTIVE PLAN", "secsgml_size_bytes": 22568}]
{"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": "S-8", "act": "33", "file-number": "333-67173", "film-number": "98745990"}, "business-address": {"street1": "ONE CROWN WAY", "city": "PHILADELPHIA", "state": "PA", "zip": "19154", "phone": "215-698-51"}}
As filed with the Securities and Exchange Commission on November 12, 1998
                                                Registration No. _______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------
                         CROWN CORK & SEAL COMPANY, INC.
             (Exact name of registrant as specified in its charter)

 Pennsylvania               One Crown Way                      23-1526444
(State or other            Philadelphia,  PA 19154-4599    (I.R.S.  Employer
jurisdiction of      (Address,  including  zip code,        Identification No.) 
incorporation or      of PrincipalExecutive Offices) 
organization)
                              --------------------             
                        CROWN CORK & SEAL COMPANY, INC.
                  1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                              --------------------
                                                            Copies to:

     Richard L. Krzyzanowski, Esq.                 Thomas A. Ralph, Esq.
     Crown Cork & Seal Company, Inc.              William G. Lawlor, Esq.
          One Crown Way                           Dechert Price & Rhoads
     Philadelphia, PA 19154                       4000 Bell Atlantic Tower
(Name and address of agent for service)              1717 Arch Street
          (215) 698-5208                          Philadelphia, PA 19103
(Telephone number, including area code,              (215) 994-4000
 of agent for service)

                        CALCULATION OF REGISTRATION FEE
                        ------------------------------- 
                                      Proposed   Proposed
Title of                              Maximum    Maximum                 
Securities          Amount            Offering   Aggregate        Amount of
to be               to be             Price Per  Offering         Registration 
Registered          Registered        Share (1)  Price(1)         Fee
--------------------------------------------------------------------------------
Common Stock,       5,000,000 shares   $35.50    $177,500,000.00  $52,362.50
$5.00 par value(2)
--------------------------------------------------------------------------------

(1)  Estimated  solely for  purposes  of  determining  the  registration  fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended, on the
basis of $35.50 per share,  the average high and low prices of Common Stock, par
value $5.00 per share ("Common  Stock"),  of Crown Cork & Seal Company,  Inc. as
reported on the New York Stock Exchange on November 6, 1998.

(2) Includes associated Rights to purchase Common Stock. Until the occurrence of
certain  prescribed  events,  none of which has  occurred,  the  Rights  are not
exercisable,  are evidenced by the certificates  representing  Common Stock, and
will be transferred with and only with Common Stock.
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Introductory Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance  with the
Introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by Crown Cork & Seal Company,  Inc. (the
"Company")  with the  Securities and Exchange  Commission  (the "SEC") (File No.
1-2227)  pursuant  to the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  Registration
Statement:

          (i)      The Company's Annual Report on Form 10-K filed on 
                   March 31, 1998 for the fiscal year ended December 31,1997;

          (ii)     The Company's  Quarterly Reports on Form 10-Q for the
                   quarters ended  March  31,  1998 and June 30,  1998,
                   filed  on  May  15,   1998  and  August   13,   1998,
                   respectively; and

          (iii)    The  Company's  Registration  Statements  on Form 8-B
                   filed on May 2, 1989 with respect to Common Stock, on
                   Form 8-A filed on August 10, 1995 with respect to the
                   Company's  Common Stock  purchase  rights and on Form
                   8-A filed on February  20,  1996 with  respect to the
                   Company's 4.5% Convertible Preferred Stock.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all securities  then remaining  unsold are hereby  incorporated  by
reference  herein  and  shall be deemed  to be a part  hereof  from the dates of
filing of such reports or other documents.  Any statement  contained in a report
or other  document  incorporated  by  reference  herein  shall be  deemed  to be
modified or superseded  for all purposes of this  Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
report or other document that also is incorporated by reference herein, modifies
or  supersedes  such  statement.  Any such  statements so modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this  Registration  Statement.  Certain  statements  contained herein and in the
related  prospectus  or  incorporated  by  reference  herein  or in the  related
prospectus  constitute  forward-looking  statements  as such term is  defined in
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and Section 21E of the Exchange Act. Certain factors discussed herein and in the
related  prospectus  or in the  Company's  Exchange  Act  filings  with the SEC,
including the Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March  31,  1998 and  June 30,  1998,  could  cause  actual  results  to  differ
materially from those in the forward-looking statements.

                                       2
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under the  Pennsylvania  Business  Corporation  Law of 1988, as amended
(the "PBCL"), Pennsylvania corporations,  such as the Company, have the power to
indemnify  any person  acting as a  representative  of the  corporation  against
liabilities  incurred  in such  capacity  provided  certain  standards  are met,
including  good faith and the belief  that the  particular  action or failure to
take action is in the best interests of the corporation.  In general, this power
to indemnify  does not exist in the case of actions  against any person by or in
the right of the corporation if the person otherwise entitled to indemnification
shall  have  been  adjudged  to be  liable  to the  corporation  unless  a court
determines  that despite the  adjudication  of liability  but in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for expenses that the court deems proper. A corporation is required to
indemnify  representatives of the corporation against expenses they may incur in
defending  actions against them in such capacities if they are successful on the
merits or otherwise  in the defense of such  actions.  In all other cases,  if a
representative of the corporation  acted, or failed to act, in good faith and in
a manner  he or she  reasonably  believed  to be in or not  opposed  to the best
interests of the corporation, indemnification is discretionary, except as may be
otherwise provided by a corporation's bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.  Indemnification so otherwise provided may
not, however,  be made if the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted  willful misconduct
or recklessness.  Expenses (including attorney's fees) incurred in defending any
such action may be paid by the  corporation in advance of the final  disposition
of  the  action  upon  receipt  of  an  undertaking  by  or  on  behalf  of  the
representative to repay the amount if it is ultimately determined that he or she
is not entitled to be indemnified by the corporation.

         Section 1746 of the PBCL provides that the foregoing  provisions  shall
not be  deemed  exclusive  of  any  other  rights  to  which  a  person  seeking
indemnification  may be entitled under, among other things, any bylaw provision,
provided  that  no  indemnification  may be made in any  case  where  the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court to have constituted willful misconduct or recklessness.

         The PBCL also empowers  corporations to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative for another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against  him in any such  capacity,  or arising  out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.

         The Company's  Bylaws  provide that the Company shall  indemnify to the
fullest  extent  permitted by applicable law any person who was or is a party or
is threatened to be made a party to or is otherwise  involved in any threatened,
pending or completed action,  suit or proceeding by reason of the fact that such
person is or was a director or officer of the  Company,  against all  liability,
loss and expense  (including  attorney's  fees and amounts  paid in  settlement)
actually  and  reasonably  incurred  by such  person  in  connection  with  such
proceeding,  whether or not the indemnified  liability  arises or arose from any
proceeding by or in the right of the Company.  The Company's Bylaws also provide
that  expenses  incurred by a director or officer in  defending  (or acting as a
witness  in) a  proceeding  may (and,  following  a "change  in  control  of the
Company"  shall) be paid by the Company in advance of the final  disposition  of
such proceeding, subject to the provisions of applicable law, upon receipt of an
undertaking  by or on behalf of the  director or officer to repay such amount if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified by the Company under  applicable  law.  Additionally,  the Company's
Bylaws limit directors'  personal liability for monetary damages for any action
taken, or any failure to take any action,  unless (1) the director  has breached
or failed to perform  the duties of his or her office  under the PBCL's standard
of care and  justifiable  reliance  provisions  and (2) the  breach  or  failure
to  perform  constitutes  self-dealing,  willful  misconduct  or  recklessness. 
However,  these  provisions  do not  apply  to the responsibility  or  liability
of a  director pursuant to any criminal  statute  or for the  payment of  taxes 
pursuant to local, state or federal law.  The Company  has  purchased  directors
and  officers'liability  insurance  covering  certain  liabilities which may  be
incurred by the officers and directors of the Registrant in connection  with the
performance of their duties.

                                       3
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith:

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

    5.1       Opinion of Dechert Price & Rhoads as to the legality of securities
              being registered.

   23.1       Consent of  PricewaterhouseCoopers  LLP. 

   23.2       Consent of Dechert  Price & Rhoads  (contained  in opinion
              filed as Exhibit 5.1 to this Registration Statement).

   24.1       Power of Attorney (included on Signature Page).

                                       4
Item 9.  Undertakings.

         The Company hereby undertakes:

         (1)      to file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement;

                  (i)      to include any prospectus required by Section 
                           10(a)(3)of the Securities Act;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement(or the most recent post-effective amendment
                           thereof) which, individually or in the aggregate, 
                           represent a fundamental change in the information set
                           forth in this Registration Statement. Notwithstanding
                           the foregoing, any increase or decrease in volume of 
                           securities offered (if the total dollar value of 
                           securities offered  would not exceed that which  was 
                           registered) and  any deviation from  the low or high 
                           end of the estimated maximum offering  range may  be 
                           reflected in the form of  prospectus filed with  the 
                           Commission  pursuant to Rule 424(b) if in  the
                           aggregate, the changes in volume and price represent 
                           no more than a  20% change in the maximum  aggregate 
                           offering  price set forth in  the "Calculation of 
                           Registration Fee" table in the effective registration
                           statement;

                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Company  pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

         (2)      that, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      to  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or  controlling  person of the Company in the  successful  defense of an
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the  City  of  Philadelphia, Commonwealth  of  Pennsylvania, on
November 11, 1998.

                                            Crown Cork & Seal Company, Inc.

                                            By:  /s/ William J. Avery
                                                     William J. Avery
                                            Title:   Chairman of the Board
                                                     and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes William J.
Avery, Alan W. Rutherford and Richard L. Krzyzanowski, and each of them, his/her
true  and  lawful   attorneys-in-fact   and  agents  each  with  full  power  of
substitution  and  resubstitution  for him in any and all capacities to sign any
and  all  amendments  (including  pre-  or  post-effective  amendments)  to this
Registration  Statement  on Form S-8 and to file  the  same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission  under  the  Securities  Act of 1933,  as  amended,  hereby
ratifying and confirming all that each such attorney-in-fact,  or his substitute
or substitutes, may do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and indicated on November 11, 1998.

Signature                      Title

/s/ William J. Avery       Chairman of the Board and Chief Executive Officer
William J. Avery           (Principal Executive Officer)

/s/ Alan W. Rutherford     Executive Vice President, Chief Financial Officer and
Alan W. Rutherford         Director (Principal Financial Officer)

/s/ Timothy J. Donahue     Senior Vice President and Corporate Controller
Timothy J. Donahue         (Principal Accounting Officer)

/s/ Henry E. Butwel        Director
Henry E. Butwel

/s/ Charles F. Casey       Director
Charles F. Casey

/s/ John W. Conway         Director
John W. Conway

__________________________ Director
Francis X. Dalton

/s/ Tommy H. Karlsson      Director
Tommy H. Karlsson

/s/Richard L. Krzyzanowski Director
Richard L. Krzyzanowski

/s/Josephine C. Mandeville Director
Josephine C. Mandeville

/s/ Michael J. McKenna     Director
Michael J. McKenna

__________________________ Director
Jean-Pierre Rosso

__________________________ Director
Harold A. Sorgenti

/s/ Guy de Wouters         Director
Guy de Wouters

/s/ Thomas A. Ralph        Director
Thomas A. Ralph

                                       6
EXHIBIT INDEX
                                  -------------
  Exhibit                                Document
  -------                                --------
    No.
    ---
    4.1       Crown  Cork  &  Seal  Company,  Inc.  1997  Stock-Based  Incentive
              Compensation  Plan  (incorporated  by reference to Exhibit 10.F of
              the  Company's  Annual  Report  on Form  10-K for the  year  ended
              December 31, 1997 (SEC File No. 1-2227)).

    5.1       Opinion of Dechert Price & Rhoads as to the legality of securities
              being registered. 

   23.1       Consent of  PricewaterhouseCoopers  LLP.
 
   23.2       Consent of Dechert  Price & Rhoads (contained  in opinion filed as
              Exhibit 5.1 to this Registration Statement).

   24.1       Power of Attorney (included on Signature Page).

                                       7