8-K

1
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM 8-K

                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934



                    Date of Report:  September 14, 1994
                     (Date of earliest event reported)

                      CROWN CORK & SEAL COMPANY, INC.       
          (Exact Name of Registrant as specified in its charter)

     Pennsylvania                  1-2227               23-15264444 
State of Incorporation    (Commission File Number)   (I.R.S. Employer
                                                      Identification No.)

                           9300 Ashton Road
                    Philadelphia, Pennsylvania 19136
                          (215) 698-5100
             (Address of Registrant's Principal Executive
          Offices and telephone number, including area code)









                    This document consists of  3 pages.













                               Page 1 of  3


2

Item 5.  Other Events.

         On September 14, 1994, Crown Cork & Seal Company, Inc. (the "Company")
announced that it will incur a charge in its third quarter ending September 30
to reflect the costs associated with the restructuring of its metal packaging
operations in the U.S. and Canada.  A copy of the Company's News Release
announcing this restructuring is included herein as Exhibit 20 and is hereby
incorporated by reference in this Form 8-K.

Item 7.   Financial Statements and Exhibits.

(c) Exhibits

    20.   News Release of the Company dated September 14, 1994.

    




                                  SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CROWN CORK & SEAL COMPANY, INC.



Date: September 23, 1994               By:/s/Timothy J. Donahue             
                                             Timothy J. Donahue
                                             Financial Controller
























                            Page 2  of  3 pages

EX-20

3


CROWN CORK & SEAL COMPANY, INC.
9300 Ashton Road
P. O. Box 6208
Philadelphia, Pennsylvania  19136

                                   NEWS RELEASE


For Release On or After:

Date:      September 14, 1994

Time:     Immediately

Page:      1 of  1       



  
                  CROWN CORK & SEAL TO INCUR THIRD QUARTER
               RESTRUCTURING CHARGE IN METAL PACKAGING SECTOR

  
  Philadelphia, PA--September 14, 1994.  Crown Cork & Seal Company, Inc.
  (NYSE-CCK) announced today that it will incur a charge in its third
  quarter ending September 30 to reflect the costs associated with the
  restructuring of its metal packaging operations in the U.S. and Canada.
  The charge will total $114 million on a pre-tax basis, or $68 million
  ($0.76 per share) on an after-tax basis.  Thirteen facilities are affected
  by the restructuring, primarily those which produce three-piece, steel
  food and aerosol containers.
  
  Mr. William J. Avery, Crown's Chairman, President and CEO, said that the
  restructuring will enable the Company to remain competitive in its core
  metal packaging business.  "This program will reduce the number of
  three-piece facilities in North America by 20% as customer volume
  requirements are consolidated into other locations," Avery said.  Ten plants
  will be closed, including seven in 1994, and an additional three will
  be reorganized.  The program is expected to be completed within one year. 
  The charge will cover the  restructuring of facilities, including applicable
  severance and related fixed asset write-downs.
  
  Crown outlined its plans earlier this year to continue to invest in its
  worldwide operations while pursuing productivity enhancements in order
  to achieve the lowest possible cost of production.  "Capacity utilization
  is now relatively firm throughout the remaining Crown system in both metal
  and plastic packaging, and additional opportunities to lower costs,
  particularly in the aluminum beverage can sector, will be accomplished
  gradually as market conditions permit," observed Avery.
  
  Crown Cork & Seal Company, Inc., with sales of $4.2 billion in 1993, operates
  153 manufacturing facilities located in 41 countries.  The Company is
  a leading worldwide producer of metal and plastic packaging products and
  packaging machinery.  Headquarters are located in Philadelphia.
  
  
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  For more information, contact:
  
  (215) 698-5366 or (215) 698-5392
  
  
  
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