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              of Principal Executive Offices)
or organization)
                              --------------------
                        CROWN CORK & SEAL COMPANY, INC.
    401(K) RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF GOLDEN ALUMINUM COMPANY
                            (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,         25,000 shares    $35.50        $887,500.00     $261.81
$5.00 par value(2)       

Interests in the 
Plan(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 $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.

(3) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.


<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 "Commission") (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 ending 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 the  Company's 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  Commission,  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 Company 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 No.                          Document
  -----------                          --------
      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).

Undertakings
------------
     The Company hereby  undertakes to submit the Plan and any amendment thereto
to the  Internal  Revenue  Service  ("IRS")  in a timely  manner and to make all
changes required by the IRS in order to qualify the Plan.

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;

                                       
                                       4
<PAGE>

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/Richard L. Krzyzanowski Director
Richard L. Krzyzanowski

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

__________________________ Director
Francis X. Dalton

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

/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 No.                                Document

      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 GOLDEN 401(K)", "secsgml_size_bytes": 22338}]
{"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": "333-67175", "film-number": "98746007"}, "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              of Principal Executive Offices)
or organization)
                              --------------------
                        CROWN CORK & SEAL COMPANY, INC.
    401(K) RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF GOLDEN ALUMINUM COMPANY
                            (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,         25,000 shares    $35.50        $887,500.00     $261.81
$5.00 par value(2)       

Interests in the 
Plan(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 $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.

(3) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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 "Commission") (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 ending 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 the  Company's 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  Commission,  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 Company 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 No.                          Document
  -----------                          --------
      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).

Undertakings
------------
     The Company hereby  undertakes to submit the Plan and any amendment thereto
to the  Internal  Revenue  Service  ("IRS")  in a timely  manner and to make all
changes required by the IRS in order to qualify the Plan.

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;

                                       
                                       4
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/Richard L. Krzyzanowski Director
Richard L. Krzyzanowski

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

__________________________ Director
Francis X. Dalton

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

/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 No.                                Document

      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