As filed with the Securities and Exchange Commission on April 8, 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.
                         401(K) RETIREMENT SAVINGS PLAN
                            (Full Title of the Plan)
                         William T. Gallagher, Esquire
              Vice President, Secretary and Acting 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
per share (2)
Interests in
the Plan (3)  3,000,000 shares       $8.79           $26,370,000      $2,426.04

--------------------------------------------------------------------------------

(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 $8.79 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 3, 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)       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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.

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Statement,  to the extent not  otherwise  amended or  superseded by the contents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


Item 8.           Exhibits.

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

                  Exhibit Number           Description
                  --------------           -----------
                       23        Consent of PricewaterhouseCoopers, LLP.
                       24        Power of Attorney (included in Signature Page).




<PAGE>


                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the  Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to  be  signed  on its behalf by the undersigned,
thereunto   duly  authorized,  in  the  city  of  Philadelphia, Commonwealth  of
Pennsylvania, on this 8th day of April, 2002.

                                               CROWN CORK & SEAL COMPANY, INC.



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



                                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 above.


--------------------------------------------------------------------------------

      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)


<PAGE>




/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


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


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


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



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


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


/s/ Hugues du Rouret
------------------------------
Hugues du Rouret                                    Director


/s/ Harold A. Sorgenti
------------------------------
Harold A. Sorgenti                                  Director
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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": "333-85846", "film-number": "02604707"}, "business-address": {"street1": "ONE CROWN WAY", "city": "PHILADELPHIA", "state": "PA", "zip": "19154", "phone": "2156985100"}}
As filed with the Securities and Exchange Commission on April 8, 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.
                         401(K) RETIREMENT SAVINGS PLAN
                            (Full Title of the Plan)
                         William T. Gallagher, Esquire
              Vice President, Secretary and Acting 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
per share (2)
Interests in
the Plan (3)  3,000,000 shares       $8.79           $26,370,000      $2,426.04

--------------------------------------------------------------------------------

(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 $8.79 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 3, 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)       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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

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

Item 8.           Exhibits.

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

                  Exhibit Number           Description
                  --------------           -----------
                       23        Consent of PricewaterhouseCoopers, LLP.
                       24        Power of Attorney (included in Signature Page).
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the  Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to  be  signed  on its behalf by the undersigned,
thereunto   duly  authorized,  in  the  city  of  Philadelphia, Commonwealth  of
Pennsylvania, on this 8th day of April, 2002.

                                               CROWN CORK & SEAL COMPANY, INC.

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

                                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 above.

--------------------------------------------------------------------------------

      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

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

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

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

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

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

/s/ Hugues du Rouret
------------------------------
Hugues du Rouret                                    Director

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