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                        CROWN CORK & SEAL COMPANY, INC.

                            Officers' Certificate

         The undersigned, Craig R. L. Calle, the duly qualified
and elected Vice President and Treasurer of Crown Cork & Seal
Company, Inc., a Pennsylvania corporation (the "Company") and
Richard L. Krzyzanowski, the duly qualified and elected Secretary
of the Company, pursuant to the authority granted by the Board of
Directors of the Company on December 17, 1992, in accordance with
Section 3.1 of the Indenture, dated as of April 1, 1993, between
the Company, as issuer and Chemical Bank, as trustee (the
"Indenture"), hereby certify as follows:

    1.   The title of the Securities (as defined in the           
         Indenture) to be issued is the 7% Notes Due 1999 (the    
         "Notes").

    2.   The aggregate principal amount of Notes which may be     
         authenticated and delivered under the Indenture is U.S.  
         $100,000,000 (except for Securities authenticated and    
         delivered upon registration of transfer of, or in        
         exchange for, or in lieu of, the Notes pursuant to       
         Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture).

    3.   The principal of the Notes shall be payable on June 15,  
         1999.

    4.   The Notes shall bear interest from June 16, 1994, their  
         date of issue, at the annual rate of 7%.  Interest shall 
         be payable semi-annually on June 15 and December 15 of   
         each year, commencing December 15, 1994, to holders of
         record on the preceding June 1 or December 1, as the     
         case may be.

    5.   The place for payment of principal of and interest on    
         the Notes and surrender for exchange of the Notes shall  
         be as specified in the Notes.  

    6.   The provisions of Section 4.1 relating to the            
         satisfaction and discharge of Securities of any series   
         shall apply to the Notes.

    7.   The Notes shall not be subject to redemption at the      
         option of the Company prior to maturity.

    8.   The Company shall not be obligated to redeem or purchase 
         the Notes pursuant to any sinking fund or at the option  
         of the holder thereof.

    9.   The Notes shall be subject to the Events of Default set  
         forth in Section 5.1 of the Indenture, to the covenants  
         of the Company set forth in Article X of the Indenture,  
         and to the provisions of Section 10.11 of the Indenture. 



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         IN WITNESS WHEREOF, I have affixed my signature hereto
this 16th day of June, 1994.



                                     /s/  Craig R.L. Calle        
                                
                                     Craig R.L. Calle
                                     Vice President and Treasurer



                                     /s/  Richard L. Krzyzanowski 
                              
                                     Richard L. Krzyzanowski
                                     Secretary