As filed with the Securities and Exchange Commission on January 24, 2002.

                                               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          (Address of principal     (Zip Code)     (I.R.S. Employer
Incorporation)         executive offices)                    Identification No.)


                        CROWN CORK & SEAL COMPANY, INC.
                  2001 STOCK-BASED INCENTIVE COMPENSATION 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
--------------------------------------------------------------------------------
Title Of                            Proposed          Proposed
Securities        Amount            Maximum           Maximum         Amount Of
  To Be           To Be             Offering          Aggregate     Registration
Registered       Registered     Price Per Share(1)  Offering Price(1)    Fee
--------------------------------------------------------------------------------
Common Stock
par value $5.00  6,000,000 shares    $3.595          $21,570,000      $1,984.44
per share (2)(3)
--------------------------------------------------------------------------------

(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 $3.595 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 January 22, 2002.

(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.

(3)        Also registered  hereby  are  such additional indeterminate number of
           shares of Common Stock or other securities as may  become issuable by
           reason of adjustments pursuant to the anti-dilution provisions of the
           Plan.

================================================================================


<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     Information  required in Part I of Form S-8 to be contained in a prospectus
meeting the  requirements  of Section  10(a) of the  Securities  Act of 1933, as
amended (the "Securities  Act"), is not required to be filed with the Securities
and Exchange Commission (the "Commission") and is omitted from this Registration
Statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 under the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following  documents of Crown Cork & Seal Company,  Inc. (the  "Registrant")
which we have filed with the  Commission are  incorporated  by reference in this
Registration Statement as of their respective dates:

(a)  The Registrant's annual report for the fiscal year ended December 31, 2000,
     filed on Form 10-K, filed on March 30, 2001.

(b)  Quarterly  Reports on Form 10-Q for the  fiscal  quarters  ended  March 31,
     2001,  June 30, 2001, and September 30, 2001 filed on May 11, 2001,  August
     9, 2001 and November 14, 2001,  respectively and all other reports filed by
     the  Registrant  pursuant  to  Sections  13(a) or  15(d) of the  Securities
     Exchange Act of 1934 (the "Exchange Act") since December 31, 2000.

(c)  The  description  of the Common  Stock of the  Registrant  contained in the
     Registrant's  Form 8-B Registration  Statement filed with the Commission on
     May 2, 1989 (Registration No. 1-2227), and with respect to the Registrant's
     Common Stock Purchase Rights,  the description of the Common Stock Purchase
     Rights  contained  in the  Registrant's  Form 8-A filed on August 10, 1995,
     including  any  amendment or report filed for the purpose of updating  such
     descriptions.

(d)  All  documents  subsequently  filed by the  Registrant with the  Commission
     pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after
     the date of this  Registration  Statement,  but  prior to the  filing  of a
     post-effective  amendment to this Registration  Statement,  which indicates
     that all securities  offered by this Registration  Statement have been sold
     or which  deregisters all such securities then remaining  unsold,  shall be
     deemed to be  incorporated by reference into this  Registration  Statement.
     Each document  incorporated by reference into this  Registration  Statement
     shall be deemed to be a part of this  Registration  Statement from the date
     of the filing of such document with the  Commission  until the  information
     contained  therein  is  superseded  or updated  by any  subsequently  filed
     document  which  is  incorporated  by  reference  into  this   Registration
     Statement.



                                      -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 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 bylaws 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.



                                      -3-

<PAGE>


The  Registrant's  Bylaws  provide that the  Registrant  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 Registrant, 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 Registrant.  The  Registrant'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 of control of the
Company" shall) be paid by the Registrant 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  Registrant   under  applicable  law.   Additionally,   the
Registrant's Bylaws limit directors' personal liability for monetary damages for
any action taken, or any failure to take any action, unless (i) 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 (ii) 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 the payment of taxes  pursuant to
local,  state or federal  law.  The  Registrant  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.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

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

--------------------------------------------------------------------------------
Exhibit No.         | Document
-----------         | --------
--------------------------------------------------------------------------------
4.1                 | Amended  and  Restated  Articles  of  Incorporation of the
                    | Registrant (incorporated  by  reference  to Exhibit 3.1 of
                    | the Registrant's Statement on Form 8-A dated  February 20,
                    | 1996 (File No. 1-2227)).
--------------------------------------------------------------------------------
4.2                 | Amended and Restated Rights Agreement, dated as of May 25,
                    | 2000,  between  the  Registrant  and  First Chicago  Trust
                    | Company  of  New  York  (incorporated   by   reference  to
                    | Exhibit   1  to  Amendment   No.  1  to  the  Registrant's
                    | Registration  Statement on  Form  8-A, dated  May 30, 2000
                    | (File No. 1-2227)).
--------------------------------------------------------------------------------




                                      -4-


<PAGE>


--------------------------------------------------------------------------------
5.1                 | Opinion of  Dechert (Counsel to the Registrant) as  to the
                    | legality of the  securities being registered.
--------------------------------------------------------------------------------
23.1                | Consent of PricewaterhouseCoopers, LLP.
--------------------------------------------------------------------------------
24.2                | Power of Attorney (included in Signature Page).
--------------------------------------------------------------------------------


Item 9.  Undertakings.

(a)  The undersigned Registrant 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  the   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 the 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 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(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 Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.



                                      -5-


<PAGE>



     (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.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee  benefit  plan's annual  report  pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
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  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant 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.

                                   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
this 24th day of January, 2002.

                           CROWN CORK & SEAL COMPANY, INC.



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



                                      -6-


<PAGE>



                                POWER OF ATTORNEY

     KNOW TO ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below  constitutes  and appoints John W. Conway,  Alan W. Rutherford and
William T. Gallagher,  each and individually,  his attorneys-in-fact,  with full
power of substitution and resubstitution,  for him in any and all capacities, to
sign any or all  amendments or  post-effective  amendments to this  registration
statement  and to file the same with the  Securities  and  Exchange  Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and  perform  each and every  act and thing  requisite  and  necessary  in
connection  with such matters and hereby  ratifying and confirming all that each
such attorney-in-fact,  or his agent or substitutes,  may do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement and the foregoing  Power of Attorney have been signed by
the following persons in the capacities indicated on the date indicated.



        Signature                             Title
        ---------                             -----


/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         Vice Chairman of the Board, Executive Vice President,
                           Chief Financial Officer (Principal Financial Officer)


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


/s/ Jenne K. Britell
---------------------------
Jenne K. Britell           Director




---------------------------
Arnold W. Donald           Director




                                       -7-


<PAGE>






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




/s/ Hans J. Loliger
---------------------------
Hans J. Loliger            Director



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



/s/ James L. Pate
---------------------------
James L. Pate              Director



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




---------------------------
Hugues du Rouret           Director



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




                                      -8-
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{"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": "333-81302", "film-number": "02516149"}, "business-address": {"street1": "ONE CROWN WAY", "city": "PHILADELPHIA", "state": "PA", "zip": "19154", "phone": "2156985100"}}
As filed with the Securities and Exchange Commission on January 24, 2002.

                                               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          (Address of principal     (Zip Code)     (I.R.S. Employer
Incorporation)         executive offices)                    Identification No.)

                        CROWN CORK & SEAL COMPANY, INC.
                  2001 STOCK-BASED INCENTIVE COMPENSATION 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
--------------------------------------------------------------------------------
Title Of                            Proposed          Proposed
Securities        Amount            Maximum           Maximum         Amount Of
  To Be           To Be             Offering          Aggregate     Registration
Registered       Registered     Price Per Share(1)  Offering Price(1)    Fee
--------------------------------------------------------------------------------
Common Stock
par value $5.00  6,000,000 shares    $3.595          $21,570,000      $1,984.44
per share (2)(3)
--------------------------------------------------------------------------------

(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 $3.595 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 January 22, 2002.

(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.

(3)        Also registered  hereby  are  such additional indeterminate number of
           shares of Common Stock or other securities as may  become issuable by
           reason of adjustments pursuant to the anti-dilution provisions of the
           Plan.

================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     Information  required in Part I of Form S-8 to be contained in a prospectus
meeting the  requirements  of Section  10(a) of the  Securities  Act of 1933, as
amended (the "Securities  Act"), is not required to be filed with the Securities
and Exchange Commission (the "Commission") and is omitted from this Registration
Statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 under the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following  documents of Crown Cork & Seal Company,  Inc. (the  "Registrant")
which we have filed with the  Commission are  incorporated  by reference in this
Registration Statement as of their respective dates:

(a)  The Registrant's annual report for the fiscal year ended December 31, 2000,
     filed on Form 10-K, filed on March 30, 2001.

(b)  Quarterly  Reports on Form 10-Q for the  fiscal  quarters  ended  March 31,
     2001,  June 30, 2001, and September 30, 2001 filed on May 11, 2001,  August
     9, 2001 and November 14, 2001,  respectively and all other reports filed by
     the  Registrant  pursuant  to  Sections  13(a) or  15(d) of the  Securities
     Exchange Act of 1934 (the "Exchange Act") since December 31, 2000.

(c)  The  description  of the Common  Stock of the  Registrant  contained in the
     Registrant's  Form 8-B Registration  Statement filed with the Commission on
     May 2, 1989 (Registration No. 1-2227), and with respect to the Registrant's
     Common Stock Purchase Rights,  the description of the Common Stock Purchase
     Rights  contained  in the  Registrant's  Form 8-A filed on August 10, 1995,
     including  any  amendment or report filed for the purpose of updating  such
     descriptions.

(d)  All  documents  subsequently  filed by the  Registrant with the  Commission
     pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after
     the date of this  Registration  Statement,  but  prior to the  filing  of a
     post-effective  amendment to this Registration  Statement,  which indicates
     that all securities  offered by this Registration  Statement have been sold
     or which  deregisters all such securities then remaining  unsold,  shall be
     deemed to be  incorporated by reference into this  Registration  Statement.
     Each document  incorporated by reference into this  Registration  Statement
     shall be deemed to be a part of this  Registration  Statement from the date
     of the filing of such document with the  Commission  until the  information
     contained  therein  is  superseded  or updated  by any  subsequently  filed
     document  which  is  incorporated  by  reference  into  this   Registration
     Statement.

                                      -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 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 bylaws 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.

                                      -3-
The  Registrant's  Bylaws  provide that the  Registrant  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 Registrant, 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 Registrant.  The  Registrant'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 of control of the
Company" shall) be paid by the Registrant 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  Registrant   under  applicable  law.   Additionally,   the
Registrant's Bylaws limit directors' personal liability for monetary damages for
any action taken, or any failure to take any action, unless (i) 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 (ii) 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 the payment of taxes  pursuant to
local,  state or federal  law.  The  Registrant  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.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

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

--------------------------------------------------------------------------------
Exhibit No.         | Document
-----------         | --------
--------------------------------------------------------------------------------
4.1                 | Amended  and  Restated  Articles  of  Incorporation of the
                    | Registrant (incorporated  by  reference  to Exhibit 3.1 of
                    | the Registrant's Statement on Form 8-A dated  February 20,
                    | 1996 (File No. 1-2227)).
--------------------------------------------------------------------------------
4.2                 | Amended and Restated Rights Agreement, dated as of May 25,
                    | 2000,  between  the  Registrant  and  First Chicago  Trust
                    | Company  of  New  York  (incorporated   by   reference  to
                    | Exhibit   1  to  Amendment   No.  1  to  the  Registrant's
                    | Registration  Statement on  Form  8-A, dated  May 30, 2000
                    | (File No. 1-2227)).
--------------------------------------------------------------------------------

                                      -4-
--------------------------------------------------------------------------------
5.1                 | Opinion of  Dechert (Counsel to the Registrant) as  to the
                    | legality of the  securities being registered.
--------------------------------------------------------------------------------
23.1                | Consent of PricewaterhouseCoopers, LLP.
--------------------------------------------------------------------------------
24.2                | Power of Attorney (included in Signature Page).
--------------------------------------------------------------------------------

Item 9.  Undertakings.

(a)  The undersigned Registrant 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  the   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 the 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 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(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 Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                                      -5-
(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.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee  benefit  plan's annual  report  pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
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  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant 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.

                                   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
this 24th day of January, 2002.

                           CROWN CORK & SEAL COMPANY, INC.

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

                                      -6-
POWER OF ATTORNEY

     KNOW TO ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below  constitutes  and appoints John W. Conway,  Alan W. Rutherford and
William T. Gallagher,  each and individually,  his attorneys-in-fact,  with full
power of substitution and resubstitution,  for him in any and all capacities, to
sign any or all  amendments or  post-effective  amendments to this  registration
statement  and to file the same with the  Securities  and  Exchange  Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and  perform  each and every  act and thing  requisite  and  necessary  in
connection  with such matters and hereby  ratifying and confirming all that each
such attorney-in-fact,  or his agent or substitutes,  may do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement and the foregoing  Power of Attorney have been signed by
the following persons in the capacities indicated on the date indicated.

        Signature                             Title
        ---------                             -----

/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         Vice Chairman of the Board, Executive Vice President,
                           Chief Financial Officer (Principal Financial Officer)

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

/s/ Jenne K. Britell
---------------------------
Jenne K. Britell           Director

---------------------------
Arnold W. Donald           Director

                                       -7-
/s/ Marie L. Garibaldi
---------------------------
Marie L. Garibaldi         Director

/s/ Hans J. Loliger
---------------------------
Hans J. Loliger            Director

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

/s/ James L. Pate
---------------------------
James L. Pate              Director

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

---------------------------
Hugues du Rouret           Director

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

                                      -8-