<PAGE>



       As filed with the Securities and Exchange Commission on April 25, 1997

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

                       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 of principal (Zip Code)     Identification 
incorporation or    executive offices)                   Number)
organization)         

                         CROWN CORK & SEAL COMPANY, INC
                  1994 STOCK-BASED INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                                                        Copies to:

    Richard L. Krzyzanowski, Esq.                  Thomas A. Ralph, Esq.
    Crown Cork & Seal Company, Inc.              William G. Lawlor, Esq.
          One Crown Way                           Dechert Price & Rhoads
    Philadelphia, PA 19154-4599                  4000 Bell Atlantic Tower
(Name and address of agent for service)             1717 Arch Street
          (215) 698-5208                    Philadelphia, Pennsylvania 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       Price              Fee
-------------------  ------------- ----------  ------------------ --------------
Common Stock,
$5.00 par            100,000       $37.50      $  3,750,000.00    $ 1,293.10
par value(1)       2,622,250        44.125      115,706,781.25     39,898.89
                       6,000        47.50           285,000.00         98.28
                       5,500        47.625          261,937.50         90.32
                       7,000        50.25           351,750.00        121.29
                      97,750        51.50         5,034,125.00      1,735.91
                     553,000        53.00        29,309,000.00     10,106.55
                     608,500        54.625 (2)   33,239,312.50 (2) 11,461.83 (2)
                   ---------                   ---------------    ----------

            Total  4,000,000 shares            $187,937,906.25    $64,806.17
--------------------------------------------------------------------------------
 (1) 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.

(2)  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  $54.625  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 April 22,
     1997.




<PAGE>

                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

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

 Item 2.  Registrant Information and Employee Plan Annual Information.

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

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          1. The  Company's Annual Report on Form 10-K filed on March 31, 1997, 
     as amended on April 17, 1997, for the fiscal year ended December 31, 1996; 
     and

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

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities then remaining unsold are hereby incorporated by reference herein
and shall be deemed to be a part hereof from the dates of filing of such reports
or other  documents.  Any  statement  contained  in a report  or other  document
incorporated  by reference  herein shall be deemed to be modified or  superseded
for all purposes of this  Registration  Statement to the extent that a statement
contained  herein, or in any other  subsequently  filed report or other document
that also is  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any such  statements so modified or superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.  Certain statements contained herein and in the related prospectus or
incorporated  by  reference  herein  or in  the  related  prospectus  constitute
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933, as amended (the  "Securities  Act"),  and Section 21E of
the Exchange Act. Certain factors discussed herein and in the related prospectus
or in the Company's  Exchange Act filings with the SEC,  including the Company's
Annual  Report on Form 10-K for the year ended  December 31,  1996,  as amended,
could   cause   actual   results  to  differ   materially   from  those  in  the
forward-looking statements.

Item 4. Description of Securities.

     The   description   of  the  Company's   Common  Stock  under  the  caption
"DESCRIPTION OF COMMON  STOCK--General,"  "--Common  Stock" and  "--Shareholders
Agreement  and  Certain  Other  Agreements  and  Provisions"  in  the  Company's
Prospectus  dated October 24, 1996 forming a part of the Company's  Registration
Statement on Form S-3 (No.  333-12787)  filed  September 26, 1996, as amended on
October 4, 1996 and October 24, 1996, as such  Prospectus is supplemented by the
Prospectus  Supplement filed with the SEC pursuant to Rule 424(b) on October 25,
1996, is hereby incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.


                                       2

<PAGE>

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


Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         The following exhibits are filed herewith:

       Exhibit
          No.                                 Document

         4.1      1994 Stock-Based  Incentive  Compensation Plan
                  (incorporated by reference to Exhibit 10.g of the Company's
                  Annual Report on Form 10-K for the year ended
                  December 31, 1994 (File No. 1-2227)).

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

        23.1      Consent of Price Waterhouse LLP.

                                       3


<PAGE>

        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).


Item 9. Undertakings.

         The Company hereby undertakes:

        (1)      to file,  during any period in which offers or sales are being
made, a  post-effective  amendment to this Registration Statement;
    
            (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  
                 of  the Securities Act;

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

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

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

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

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

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

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


                                       4


<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 April
25, 1997.

                                       Crown Cork & Seal Company, Inc.



                                  By: 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
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 April 25, 1997.

Signature                                  Title

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

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

        Timothy J. Donahue          Vice President and Controller
                                   (Principal Accounting Officer)

        Henry E. Butwel             Director


        Charles F. Casey            Director


        John W. Conway              Director


        Francis X. Dalton           Director


        Richard L. Krzyzanowski     Director


        Josephine C. Mandeville     Director


                               
                                       5

<PAGE>


        Michael J. McKenna          Director


        Jean-Pierre Rosso           Director


        J. Douglass Scott           Director


        Ernest-Antoine Seilliere    Director


        Robert J. Siebert           Director


        Harold A. Sorgenti          Director


        Guy de Wouters              Director




                                       6

<PAGE>



                                  EXHIBIT INDEX



Exhibit No.       Document                                     Page

5.1               Opinion of Dechert Price & Rhoads as           8
                  to the legality of securities being 
                  registered.

23.1              Consent of Price Waterhouse LLP.               9

















                                       7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION FOR 1994 STOCK OPTION PLAN", "secsgml_size_bytes": 21538}]
{"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": "333-25837", "film-number": "97587416"}, "business-address": {"street1": "ONE CROWN WAY", "city": "PHILADELPHIA", "state": "PA", "zip": "19154", "phone": "215-698-5100"}}
As filed with the Securities and Exchange Commission on April 25, 1997

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

                       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 of principal (Zip Code)     Identification 
incorporation or    executive offices)                   Number)
organization)         

                         CROWN CORK & SEAL COMPANY, INC
                  1994 STOCK-BASED INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                                                        Copies to:

    Richard L. Krzyzanowski, Esq.                  Thomas A. Ralph, Esq.
    Crown Cork & Seal Company, Inc.              William G. Lawlor, Esq.
          One Crown Way                           Dechert Price & Rhoads
    Philadelphia, PA 19154-4599                  4000 Bell Atlantic Tower
(Name and address of agent for service)             1717 Arch Street
          (215) 698-5208                    Philadelphia, Pennsylvania 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       Price              Fee
-------------------  ------------- ----------  ------------------ --------------
Common Stock,
$5.00 par            100,000       $37.50      $  3,750,000.00    $ 1,293.10
par value(1)       2,622,250        44.125      115,706,781.25     39,898.89
                       6,000        47.50           285,000.00         98.28
                       5,500        47.625          261,937.50         90.32
                       7,000        50.25           351,750.00        121.29
                      97,750        51.50         5,034,125.00      1,735.91
                     553,000        53.00        29,309,000.00     10,106.55
                     608,500        54.625 (2)   33,239,312.50 (2) 11,461.83 (2)
                   ---------                   ---------------    ----------

            Total  4,000,000 shares            $187,937,906.25    $64,806.17
--------------------------------------------------------------------------------
 (1) 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.

(2)  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  $54.625  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 April 22,
     1997.
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

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

 Item 2.  Registrant Information and Employee Plan Annual Information.

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

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

          1. The  Company's Annual Report on Form 10-K filed on March 31, 1997, 
     as amended on April 17, 1997, for the fiscal year ended December 31, 1996; 
     and

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

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities then remaining unsold are hereby incorporated by reference herein
and shall be deemed to be a part hereof from the dates of filing of such reports
or other  documents.  Any  statement  contained  in a report  or other  document
incorporated  by reference  herein shall be deemed to be modified or  superseded
for all purposes of this  Registration  Statement to the extent that a statement
contained  herein, or in any other  subsequently  filed report or other document
that also is  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any such  statements so modified or superseded  shall not be deemed,
except as so modified or  superseded,  to constitute  part of this  Registration
Statement.  Certain statements contained herein and in the related prospectus or
incorporated  by  reference  herein  or in  the  related  prospectus  constitute
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933, as amended (the  "Securities  Act"),  and Section 21E of
the Exchange Act. Certain factors discussed herein and in the related prospectus
or in the Company's  Exchange Act filings with the SEC,  including the Company's
Annual  Report on Form 10-K for the year ended  December 31,  1996,  as amended,
could   cause   actual   results  to  differ   materially   from  those  in  the
forward-looking statements.

Item 4. Description of Securities.

     The   description   of  the  Company's   Common  Stock  under  the  caption
"DESCRIPTION OF COMMON  STOCK--General,"  "--Common  Stock" and  "--Shareholders
Agreement  and  Certain  Other  Agreements  and  Provisions"  in  the  Company's
Prospectus  dated October 24, 1996 forming a part of the Company's  Registration
Statement on Form S-3 (No.  333-12787)  filed  September 26, 1996, as amended on
October 4, 1996 and October 24, 1996, as such  Prospectus is supplemented by the
Prospectus  Supplement filed with the SEC pursuant to Rule 424(b) on October 25,
1996, is hereby incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

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

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         The following exhibits are filed herewith:

       Exhibit
          No.                                 Document

         4.1      1994 Stock-Based  Incentive  Compensation Plan
                  (incorporated by reference to Exhibit 10.g of the Company's
                  Annual Report on Form 10-K for the year ended
                  December 31, 1994 (File No. 1-2227)).

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

        23.1      Consent of Price Waterhouse LLP.

                                       3
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).

Item 9. Undertakings.

         The Company hereby undertakes:

        (1)      to file,  during any period in which offers or sales are being
made, a  post-effective  amendment to this Registration Statement;
    
            (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  
                 of  the Securities Act;

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

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

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

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

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

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

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

                                       4
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 April
25, 1997.

                                       Crown Cork & Seal Company, Inc.

                                  By: 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
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 April 25, 1997.

Signature                                  Title

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

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

        Timothy J. Donahue          Vice President and Controller
                                   (Principal Accounting Officer)

        Henry E. Butwel             Director

        Charles F. Casey            Director

        John W. Conway              Director

        Francis X. Dalton           Director

        Richard L. Krzyzanowski     Director

        Josephine C. Mandeville     Director

                               
                                       5
Michael J. McKenna          Director

        Jean-Pierre Rosso           Director

        J. Douglass Scott           Director

        Ernest-Antoine Seilliere    Director

        Robert J. Siebert           Director

        Harold A. Sorgenti          Director

        Guy de Wouters              Director

                                       6
EXHIBIT INDEX

Exhibit No.       Document                                     Page

5.1               Opinion of Dechert Price & Rhoads as           8
                  to the legality of securities being 
                  registered.

23.1              Consent of Price Waterhouse LLP.               9

                                       7