As filed with the Securities and Exchange Commission on March 23, 2001.

                                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)

                                 One Crown Way
        Pennsylvania      Philadelphia, Pennsylvania 19154       23-1526444
(State of Incorporation) (Address of principal    (Zip Code)  (I.R.S. Employer
                          executive offices)                 Identification No.)


                        CROWN CORK & SEAL COMPANY, INC.
                         401(K) RETIREMENT SAVINGS PLAN
                            (Full Title of the Plan)


                         William T. Gallagher, Esquire
                 Vice President, Secretary and General Counsel
                        Crown Cork & Seal Company, Inc.
                                 One Crown Way
                        Philadelphia, Pennsylvania 19154
                    (Name and address of agent for service)
                                 (215) 698-5100
         (Telephone number, including area code, of agent for service)

                                With a Copy to:
                            Thomas A. Ralph, Esquire
                           William G. Lawlor, Esquire
                                    Dechert
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                        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
par value $5.00
per share (2)  2,000,000 shares      $3.71        $7,420,000.00       $1,855.00
------------------------------ ------------------- -----------------------------
(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 $3.71 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 March 22, 2001.

(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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.
                  ----------------------------------------

                  This  registration  statement is filed with the Securities and
Exchange Commission (the "Commission") for the purpose of registering additional
shares of Common Stock of the  registrant  in  connection  with the Crown Cork &
Seal Company,  Inc. 401(k)  Retirement  Savings Plan (the "Plan").  The Plan was
previously  known as the Crown Cork & Seal  Company,  Inc.  401(k)  Savings  and
Employee Stock Ownership Plan. A registration statement on Form S-8, file number
33-39529  (the "Prior  Registration  Statement")  was filed on march 20, 1991 in
respect  of shares of Common  Stock to be  offered  pursuant  to the Plan and is
currently effective.  The contents of the Prior Registration  Statement,  to the
extent  not  otherwise  amended  or  superseded  by  the  contents  hereof,  are
incorporated herein by reference.


Item 8.           Exhibits.
                  ---------

                  The following  exhibits are filed herewith or  incorporated by
reference as part of this Registration Statement:

         Exhibit Number          Description
         --------------          -----------
         23                      Consent of PricewaterhouseCoopers, LLP.

         24                      Power of Attorney (included in Signature Page).




<PAGE>


                                   SIGNATURES

                  The Registrant. 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 February 26,2001.

                                     CROWN CORK & SEAL COMPANY, INC.


                                     By: /s/ John W. Conway
                                         ---------------------------
                                         John W. Conway
                                  Title: Chairman of the Board and
                                         Chief Executive Officer



                                POWER OF ATTORNEY









                  Each person whose signature  appears below hereby  constitutes
John W. Conway,  Alan W. Rutherford and William T. Gallagher,  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 February 26,2001.


/s/ John W. Conway
---------------------------
John W. Conway              Chairman of the Board and
                            Chief Executive Officer
                            (Principal Executive Officer)

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

/s/ Thomas A. Kelly
---------------------------
Thomas A. Kelly             Vice President and Corporate Controller
                            (Principal Accounting Officer)



<PAGE>




---------------------------
Jenne K. Britell             Director


/s/ Arnold W. Donald
---------------------------
Arnold W. Donald             Director


/s/ Marie L. Garibaldi
---------------------------
Marie L. Garibaldi           Director


/s/ John B. Neff
---------------------------
John B. Neff                 Director



---------------------------
James L. Pate                Director



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


/s/ Harold A. Sorgenti
----------------------------
Harold A. Sorgenti           Director



/s/ Guy de Wouters
----------------------------
Guy de Wouters               Director
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "CROWN CORK & SEAL 401(K) RETIREMENT SAVINGS PLAN", "secsgml_size_bytes": 8496}]
{"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": "333-57504", "film-number": "1577647"}, "business-address": {"street1": "ONE CROWN WAY", "city": "PHILADELPHIA", "state": "PA", "zip": "19154", "phone": "2156985100"}}
As filed with the Securities and Exchange Commission on March 23, 2001.

                                              Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)

                                 One Crown Way
        Pennsylvania      Philadelphia, Pennsylvania 19154       23-1526444
(State of Incorporation) (Address of principal    (Zip Code)  (I.R.S. Employer
                          executive offices)                 Identification No.)

                        CROWN CORK & SEAL COMPANY, INC.
                         401(K) RETIREMENT SAVINGS PLAN
                            (Full Title of the Plan)

                         William T. Gallagher, Esquire
                 Vice President, Secretary and General Counsel
                        Crown Cork & Seal Company, Inc.
                                 One Crown Way
                        Philadelphia, Pennsylvania 19154
                    (Name and address of agent for service)
                                 (215) 698-5100
         (Telephone number, including area code, of agent for service)

                                With a Copy to:
                            Thomas A. Ralph, Esquire
                           William G. Lawlor, Esquire
                                    Dechert
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                        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
par value $5.00
per share (2)  2,000,000 shares      $3.71        $7,420,000.00       $1,855.00
------------------------------ ------------------- -----------------------------
(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 $3.71 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 March 22, 2001.

(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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.
                  ----------------------------------------

                  This  registration  statement is filed with the Securities and
Exchange Commission (the "Commission") for the purpose of registering additional
shares of Common Stock of the  registrant  in  connection  with the Crown Cork &
Seal Company,  Inc. 401(k)  Retirement  Savings Plan (the "Plan").  The Plan was
previously  known as the Crown Cork & Seal  Company,  Inc.  401(k)  Savings  and
Employee Stock Ownership Plan. A registration statement on Form S-8, file number
33-39529  (the "Prior  Registration  Statement")  was filed on march 20, 1991 in
respect  of shares of Common  Stock to be  offered  pursuant  to the Plan and is
currently effective.  The contents of the Prior Registration  Statement,  to the
extent  not  otherwise  amended  or  superseded  by  the  contents  hereof,  are
incorporated herein by reference.

Item 8.           Exhibits.
                  ---------

                  The following  exhibits are filed herewith or  incorporated by
reference as part of this Registration Statement:

         Exhibit Number          Description
         --------------          -----------
         23                      Consent of PricewaterhouseCoopers, LLP.

         24                      Power of Attorney (included in Signature Page).
SIGNATURES

                  The Registrant. 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 February 26,2001.

                                     CROWN CORK & SEAL COMPANY, INC.

                                     By: /s/ John W. Conway
                                         ---------------------------
                                         John W. Conway
                                  Title: Chairman of the Board and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

                  Each person whose signature  appears below hereby  constitutes
John W. Conway,  Alan W. Rutherford and William T. Gallagher,  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 February 26,2001.

/s/ John W. Conway
---------------------------
John W. Conway              Chairman of the Board and
                            Chief Executive Officer
                            (Principal Executive Officer)

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

/s/ Thomas A. Kelly
---------------------------
Thomas A. Kelly             Vice President and Corporate Controller
                            (Principal Accounting Officer)
---------------------------
Jenne K. Britell             Director

/s/ Arnold W. Donald
---------------------------
Arnold W. Donald             Director

/s/ Marie L. Garibaldi
---------------------------
Marie L. Garibaldi           Director

/s/ John B. Neff
---------------------------
John B. Neff                 Director

---------------------------
James L. Pate                Director

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

/s/ Harold A. Sorgenti
----------------------------
Harold A. Sorgenti           Director

/s/ Guy de Wouters
----------------------------
Guy de Wouters               Director