SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 11-K

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934


         For the fiscal year ended December 31, 1998

         Commission File Number 1-2227

         E.       Full title of the plan:

                  Crown Cork & Seal Company, Inc.
                  401 (k) Retirement Savings Plan
                  for Salaried Employees of Constar International, Inc.

         F.       Name of issuer of the securities held pursuant to the plan and
                  the address of its principal executive office:


                        CROWN CORK & SEAL COMPANY, INC.
                                 ONE CROWN WAY
                          PHILADELPHIA, PA 19154-4599









                                     INDEX


                                                                         Pages


Signatures...........................................................      3

Report of Independent Accountants....................................      6

Audited Plan Financial Statements and Schedules in
accordance with the Financial Reporting Requirements of ERISA........   7 to 18

Exhibit 23 - Consent of Independent Accountants......................     19










                                   SIGNATURES



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





                                       Crown Cork & Seal Company, Inc.
                                       401 (k) Retirement Savings Plan
                                       for Salaried Employees of CONSTAR
                                       International, Inc.



                                       By: /s/ James T. Malec
                                           ------------------
                                           James T. Malec
                                           Member, Benefit Plan Committee

Date: June 25, 1999




Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
for Salaried Employees of CONSTAR International, Inc.

Financial Statements as of and for the years
ended December 31, 1998 and 1997




Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Table of Contents
- --------------------------------------------------------------------------------


                                                                         Page
Report of Independent Accountants                                          1

Financial Statements

    Statement of Net Assets Available for Benefits                         2

    Statement of Changes in Net Assets Available for Benefits              3

    Notes to Financial Statements                                        4 - 10

Supplemental Schedules*

    Schedule I   - Schedule of Assets Held for Investment Purposes         11

    Schedule II  - Schedule of Reportable Transactions (Transactions or
                   Series of Transactions in Excess of 5% of Plan Assets)  12



*   Other  supplemental   schedules  required  by  Section  2520.103-10  of  the
    Department of Labor Rules and Regulations for Reporting and Disclosure under
    ERISA have been omitted because they are not applicable.








                       Report of Independent Accountants



To the Benefit Plans Committee and Participants
of the Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.


In our opinion, the accompanying  statement of net assets available for benefits
and the  related  statement  of  changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of the Crown  Cork & Seal  Company,  Inc.  401(k)  Retirement  Savings  Plan for
Salaried Employees of CONSTAR  International,  Inc. (the "Plan") at December 31,
1998 and 1997,  and the changes in net assets  available  for  benefits  for the
years then ended, in conformity with generally accepted  accounting  principles.
These financial statements are the responsibility of the Plan's management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for  Investment  Purposes and of Reportable  Transactions  are presented for the
purpose  of  additional  analysis  and are  not a  required  part  of the  basic
financial   statements  but  are  supplementary   information  required  by  the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the  Employee  Retirement  Income  Security  Act  of  1974.  These  supplemental
schedules are the  responsibility  of the Plan's  management.  The  supplemental
schedules have been subjected to the auditing  procedures  applied in the audits
of the basic financial  statements and, in our opinion, are fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

As  explained in Note 7, the Plan was merged with and into the Crown Cork & Seal
Company, Inc. 401(k) Retirement Savings Plan effective March 31, 1999.

PricewaterhouseCoopers LLP

June 18, 1999
Philadelphia, Pennsylvania





Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Statement of Net Assets Available for Benefits
December 31, 1998 and 1997
- --------------------------------------------------------------------------------

                                                    1998               1997
Investments, at fair value:
Registered investment companies:
     Vanguard Balanced Index Fund              $ 2,556,506 *      $ 2,372,567 *
     Vanguard Total Bond Market Index Fund         567,698            548,049
     Vanguard Explorer Fund                        847,747          1,201,360 *
     Vanguard 500 Index Fund                     7,245,558 *        5,713,811 *
     Vanguard International Growth Fund            838,913            856,330
     STI Classic Prime Quality Money Market Fund    81,712            130,086
Crown Cork & Seal Fixed Income Fund              6,161,387 *        7,161,750 *
Crown Cork & Seal Stock Fund                     1,831,288 *        3,700,717 *
Participant loans                                  856,770            899,115
                                              --------------     --------------

        Total investments                       20,987,579         22,583,785
                                              --------------     --------------

Receivables:
Employer's contributions                            23,092             30,286
Participants' contributions                         61,581             76,092
Other receivables                                        -             28,006
                                              --------------     --------------


        Total receivables                           84,673            134,384
                                              --------------     --------------
Net assets available for benefits              $21,072,252        $22,718,169
                                              ==============     ==============


* Represents 5% or more of net assets available for benefits.

The  accompanying  notes are an  integral  part of these financial statements.

                                     - 2 -








Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------

                                                       1998           1997
Additions:
Investment income:
     Interest and dividend income                  $  708,849     $  999,940
     Interest income, participant loans                67,325         95,855
     Net appreciation in fair value of investments    801,726        844,511
                                                  ------------   ------------

                                                    1,577,900      1,940,306
                                                  ------------   ------------

Contributions:
     Employer                                         325,252        420,079
     Participant                                      935,975      1,257,929
                                                  ------------   ------------
                                                    1,261,227      1,678,008
                                                  ------------   ------------
        Total additions                             2,839,127      3,618,314
                                                  ------------   ------------

Deductions:
Payment of benefits                                 4,485,044      2,763,508
Administrative expenses                                     -            465
                                                  ------------   ------------

        Total deductions                            4,485,044      2,763,973
                                                  ------------   ------------

Net (decrease) increase                            (1,645,917)       854,341
                                                  ------------   ------------

Net assets available for benefits:
     Beginning of period                           22,718,169     21,863,828
                                                  ------------   ------------
     End of period                                $21,072,252    $22,718,169
                                                  ============   ============


The  accompanying  notes are an  integral  part of these financial statements.

                                     - 3 -




Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------



 1.  Description of Plan

     The following  description  of the Crown Cork & Seal Company,  Inc.  401(k)
     Retirement  Savings Plan for Salaried  Employees of CONSTAR  International,
     Inc. (the "Plan") provides only general  information.  Participants  should
     refer to the Plan  document for a more complete  description  of the Plan's
     provisions.

     General
     The Plan is a defined  contribution plan covering all salaried employees of
     CONSTAR International,  Inc. (the "Company") who have completed one year of
     service.  It is subject to the provisions of the Employee Retirement Income
     Security Act of 1974 (ERISA).

     Contributions
     Each year,  participants may make a basic pre-tax contribution of 2 percent
     to 6 percent of their  compensation,  as defined in the Plan.  In addition,
     participants may make a supplemental  pre-tax contribution up to 10 percent
     of their pre-tax  compensation plus an "added value"  contribution of up to
     10 percent of compensation.  The aggregate of these  contributions  may not
     exceed 17 percent  of the  participant's  compensation,  subject to certain
     limitations. In addition,  participants may make after-tax contributions of
     up to 10 percent of their compensation.  The Company contributes 50 percent
     of the first 6 percent of the participant's aggregate pre-tax and after-tax
     contributions.

     Participant accounts
     Each participant's account is credited with the participant's  contribution
     and allocations of (a) the Company's  contributions  and (b) Plan earnings,
     and charged with an allocation of administrative expenses.  Allocations are
     based on participant earnings or account balances,  as defined. The benefit
     to which a participant is entitled is the benefit that can be provided from
     the participant's vested account.

     Vesting
     Participants  are  immediately  vested  in  their   contributions  and  the
     Company's contributions plus actual earnings thereon.

     Participant loans
     Participants  may  borrow  from  their  account a  minimum  of $500 up to a
     maximum  equal to the lesser of  $50,000  or 50  percent  of their  account
     balance.  Loan  transactions  are  treated  as a  transfer  to  (from)  the
     investment fund from (to) the Participant  Loan. Loan terms range from 1 to
     5 years.  Longer periods may be approved by the Plan  Administrator  if the
     loan is used to purchase a primary residence.  The loans are secured by the
     balance  in  the  participant's   account  and  bear  interest  at  a  rate
     commensurate  with  local  prevailing  rates  as  determined  by  the  Plan
     administrator.  Interest  rates ranged from 9.5 percent to 10 percent and 7
     percent to 10 percent for loans  outstanding  as of  December  31, 1998 and
     1997, respectively.  Principal and interest is paid ratably through monthly
     payroll deductions.

                                      - 4 -


Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------

     Payment of Benefits
     On  termination  of  service  due to death,  disability  or  retirement,  a
     participant  may elect to  receive  either a lump sum  amount  equal to the
     value of the  participant's  vested  interest in his/her account or monthly
     installments over a period equal to the life expectancy of the recipient or
     beneficiary. For termination of service due to other reasons, a participant
     may  receive  the value of the vested  interest  in his or her account as a
     lump sum distribution.

     Plan Termination
     Although  it has not  expressed  any intent to do so, the  Company  has the
     right under the Plan to discontinue  its  contributions  at any time and to
     terminate the Plan subject to the provisions of ERISA.

     Investment Options
     Participants are able to allocate their  contributions  among the following
     investment options:

     Vanguard  Balanced Index Fund: Seeks to provide income and long-term growth
     of capital and income by dividing its assets between indexed  portfolios of
     stocks (60%) and bonds (40%).

     Vanguard  Total Bond Market Index Fund  (formerly  the Vanguard  Bond Index
     Fund - Total  Bond  Market  Portfolio):  Seeks to  provide a high  level of
     interest  income by  attempting to match the  performance  of the unmanaged
     Lehman Brothers  Aggregate Bond Index, a widely  recognized  measure of the
     entire taxable U.S. bond market.

     Vanguard  Explorer Fund:  Seeks to provide  long-term  growth of capital by
     investing in a diversified group of small-company stocks with prospects for
     above-average growth.

     Vanguard  500  Index  Fund   (formerly  the  Vanguard  Index  Trust  -  500
     Portfolio):  Seeks to provide  long-term  growth of capital and income from
     dividends  by  holding  all of the 500  stocks  that make up the  unmanaged
     Standard & Poor's 500  Composite  Stock Price  Index,  a widely  recognized
     benchmark of U.S. stock market performance.

     Vanguard  International  Growth Fund  (formerly the Vanguard  International
     Growth  Portfolio):  Seeks  to  provide  long-term  growth  of  capital  by
     investing in stocks of high-quality,  seasoned  companies based outside the
     United States. Stocks are selected from more than 15 countries.

     Crown Cork & Seal Stock Fund: Invests in Crown Cork & Seal stock to provide
     the possibility of long-term  growth through  increases in the value of the
     stock and the reinvestment of its dividends.

     Crown Cork & Seal Fixed  Income  Fund:  Seeks to preserve  the value of the
     original  investment  and  provide  an  attractive  level  of  interest  by
     investing  primarily in investment  contracts issued by insurance companies
     and banks and other types of fixed principal investments. It is designed to
     maintain a constant $1.00 share value.

     STI Classic  Prime  Quality  Money  Market  Fund:  Invests in high  quality
     short-term  debt  securities.  These  include  CDs,  bankers'  acceptances,
     commercial paper, U.S.  treasury  securities and some municipal  securities
     and  repurchase  agreements.  It is designed  to maintain a constant  $1.00
     share value.

                                      - 5 -

Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------

 2.  Summary of Accounting Policies

     The following  accounting  policies,  which conform with generally accepted
     accounting  principles,  have been used  consistently in the preparation of
     the Plan's financial statements:

     Basis of Accounting
     The financial  statements of the Plan are prepared under the accrual method
     of accounting.

     Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements and the reported  amounts of additions and deductions
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Investment Valuation and Income Recognition
     The Plan's  investments  are  stated at fair  value.  Shares of  registered
     investment companies are valued at quoted market prices which represent the
     net asset value of shares held by the Plan at year-end.  The Company  stock
     fund is valued at its year-end  unit closing  price  (comprised of year-end
     market price plus uninvested cash position).  Units of the  Company's Fixed
     Income  Fund are valued at net asset value at year end.  Participant  loans
     are valued at cost, which approximates fair value.

     Purchases  and sales of  investments  are recorded on a  trade-date  basis.
     Interest income is accrued when earned.  Dividend income is recorded on the
     ex-dividend  date.  Capital  gain  distributions  are  included in dividend
     income.

     Payment of Benefits
     Benefits are recorded when paid.

 3.  Related Party Transactions

     The Plan invests in shares of registered investment companies managed by an
     affiliate  of  Vanguard  Fiduciary  Trust  Company  ("VFTC").  VFTC acts as
     trustee for those  investments  defined by the Plan.  Transactions  in such
     investments qualify as party-in-interest transactions which are exempt from
     the prohibited transaction rules.

 4.  Crown Cork & Seal Fixed Income Fund

     The Crown Cork & Seal Fixed Income fund consists of  guaranteed  investment
     contracts ("GICs") and the Vanguard  Retirement Savings Trust. The GICs are
     valued at contract value, which approximates fair value. The GICs are fully
     benefit responsive.  Interest rates on GICs ranged between 4.94 percent and
     7.32  percent at  December  31, 1998 and 5.00  percent and 6.96  percent at
     December  31,  1997.  Average  yields on GICs were 5.71 percent in 1998 and
     6.07 percent in 1997. The Vanguard Retirement Savings Trust is a tax-exempt
     collective  fund  invested  primarily  in  investment  contracts  issued by
     insurance   companies   and   commercial   banks,   and  similar  types  of
     fixed-principal  investments.  The trust intends to maintain a constant net
     asset  value of $1.00  per  share.  As the GICs  mature  the  proceeds  are
     invested in the Vanguard Retirement Savings Trust.

                                      - 6 -


Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------

 5.  Plan Expenses

     The Company  generally pays for the Plan's  administrative  expenses except
     for brokerage commissions and related expenses which are paid directly from
     the Plan's earnings.

 6.  Tax Status

     The Internal  Revenue  Service has determined and informed the Company by a
     letter dated February 22, 1996 that the Plan and related trust are designed
     in accordance with applicable  sections of the Internal Revenue Code (IRC).
     Accordingly,  the Plan is not subject to federal or local income taxes. The
     Plan has been amended since receiving the  determination  letter.  However,
     the Plan  administrator and the Plan's tax counsel believe that the Plan is
     designed and is currently  being operated in compliance with the applicable
     requirements of the IRC.

 7.  Subsequent Event

     The Plan was  merged  with and into the  Crown  Cork & Seal  Company,  Inc.
     401(k) Retirement  Savings Plan,  effective March 31, 1999. The transferred
     assets totaled $21,704,866.

                                      - 7 -


Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------

 8.  Changes in Net Assets Available for Benefits by Investment Fund

     The allocation of changes in net assets available for benefits for the year
     ended December 31, 1998 is as follows:



                                                          Fund Information
                          ---------------------------------------------------------------------------------------------
                                     Vanguard                                                           Crown
                           Vanguard   Total                          Vanguard                        Cork & Seal
                           Balanced   Bond     Vanguard  Vanguard  International  Crown                 Fixed
                            Index     Market   Explorer  500 Index   Growth     Cork & Seal Participant Income    STI
                             Fund   Index Fund   Fund      Fund       Fund      Stock Fund     Loans     Fund     Fund      Total
                                                                                            
Additions:
Investment income:
   Interest and dividend
     income               $  98,231  $ 35,548  $  7,600  $  114,263  $ 16,701   $  60,437  $      -   $ 369,532 $ 6,537   $ 708,849
   Interest income,
     participant loans            -         -         -           -         -           -    67,325           -       -      67,325
   Net appreciation
     (depreciation) of
     investments            322,140     9,935     4,750   1,477,096    96,287  (1,108,482)        -           -      -      801,726
                         ----------  -------- --------- -----------  --------  ----------  --------  ---------- -------  ----------
                            420,371    45,483    12,350   1,591,359   112,988  (1,048,045)   67,325     369,532   6,537   1,577,900
                         ----------  -------- --------- -----------  -------   ----------  --------  ---------- -------  ----------
Contributions:
   Employer                  47,965    13,879    24,739     115,140    16,017      29,574         -      77,938       -     325,252
   Participant              143,106    40,163    74,316     342,787    49,730      79,352         -     206,521       -     935,975
   Participant loan
     repayments              53,453     8,477    20,036      87,862    13,982      18,438  (295,104)     92,856       -           -
                         ----------  -------- --------- -----------  --------  ----------  --------  ---------- -------  ----------
                            244,524    62,519   119,091     545,789    79,729     127,364  (295,104)    377,315       -   1,261,227
                         ----------  -------- --------- -----------  --------  ----------  --------  ---------- -------  ----------
     Total additions        664,895   108,002   131,441   2,137,148   192,717    (920,681) (227,779)    746,847   6,537   2,839,127
                         ----------  -------- --------- -----------  --------  ----------  --------  ---------- -------  ----------
Deductions:
Participant loan
     withdrawals             26,038     2,110    16,626    111,408     17,983      62,354  (326,794)     90,275       -           -
Payment of benefits         592,771    57,024   181,743    945,652     70,741     543,683   141,360   1,897,159  54,911   4,485,044
                         ----------  -------- --------- ----------   --------  ----------  --------  ---------- -------  ----------
     Total deductions       618,809    59,134   198,369  1,057,060     88,724     606,037  (185,434)  1,987,434  54,911   4,485,044
                         ----------  -------- --------- ----------   --------  ----------  --------  ---------- -------  ----------
Net increase (decrease)
   prior to interfund
   transfers                 46,086    48,868   (66,928) 1,080,088    103,993  (1,526,718)  (42,345) (1,240,587)(48,374) (1,645,917)
Interfund transfers         132,562   (30,578) (292,972)   434,238   (123,345)   (347,823)        -     227,918       -           -
                         ----------  -------- --------- ----------   --------  ----------  --------  ---------- -------  ----------
Net increase (decrease)     178,648    18,290  (359,900) 1,514,326    (19,352) (1,874,541)  (42,345) (1,012,669)(48,374) (1,645,917)

Net assets available
for benefits:
     Beginning of period  2,390,760   553,184 1,213,658  5,761,745    863,091   3,712,875   899,115   7,193,655 130,086  22,718,169
                         ----------  -------- --------- ----------   --------  ---------- ---------  ---------- ------- -----------
     End of period       $2,569,408  $571,474 $ 853,758 $7,276,071   $843,739  $1,838,334 $ 856,770  $6,180,986 $81,712 $21,072,252
                         ==========  ======== ========= ==========   ========  ========== =========  ========== ======= ===========



                                     - 8 -




Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------

 8.  Changes in Net Assets Available for Benefits by Investment Fund

     The allocation of changes in net assets available for benefits for the year
ended December 31, 1997 is as follows:


                                                                            Fund Information
                                             ---------------------------------------------------------------------------------------

                                                   Vanguard
                                                  Bond Index                                                                Crown
                                       Vanguard  Fund - Total             Vanguard    Vanguard                           Cork & Seal
                                       Balanced     Bond      Vanguard     Index    International   Crown                   Fixed
                                         Index      Market    Explorer   Trust - 500   Growth    Cork & Seal  Participant   Income
                                         Fund     Portfolio     Fund      Portfolio   Portfolio   Stock Fund     Loans      Fund
                                                                                                  
Additions:
Investment income:
    Interest and dividend income     $   52,282    $  6,250  $  121,729  $   86,744  $   39,009  $   17,205   $       -   $   64,283
    Interest income, participant loans        -           -           -           -           -           -      95,855            -
    Net appreciation (depreciation)
      of investments                    (19,489)      3,166    (108,045)    (41,680)    (44,106)    434,622           -            -
                                     ----------  ----------   ---------  ----------  ----------  ----------   ---------   ----------
                                         32,793       9,416      13,684      45,064      (5,097)    451,827      95,855       64,283
                                     ----------  ----------   ---------  ----------  ----------  ----------   ---------   ----------

Contributions
    Employer                             52,223      16,414      31,948     122,698      20,674      42,878           -      102,433
    Participant                         171,429      52,934      99,076     365,905      64,491     112,708           -      265,577
    Participant loan repayments          25,035       4,174      10,778      46,462       6,943      12,077    (161,100)      55,631
                                     ----------  ----------   ---------  ----------  ----------  ----------   ---------   ----------
                                        248,687      73,522     141,802     535,065      92,108     167,663    (161,100)     423,641
                                     ---------   ----------   ---------  ----------  ----------  ----------   ---------   ----------
      Total additions                   281,480      82,938     155,486     580,129      87,011     619,490     (65,245)     487,924
                                     ----------  ----------   ---------  ----------  ----------  ----------   ---------   ----------

Deductions:
Administrative expenses                       -          -            -           -          -            -           -            -
Participant loan withdrawals                  -          -            -           -          -            -    (435,291)           -
Payment of benefits                       7,856        983        1,072       5,405          -        1,596      95,164       11,707
                                     ----------  ---------   ----------  ---------- ----------   ----------   ---------   ----------
      Total deductions                    7,856        983        1,072       5,405          -        1,596    (340,127)      11,707
                                     ----------  ---------   ----------  ---------- ----------   ----------   ---------   ----------

Net increase prior to
    interfund transfers                 273,624     81,955      154,414     574,724     87,011      617,894     274,882      476,217
Interfund transfers                   2,117,136    471,229    1,059,244   5,187,021    776,080    3,094,981    (367,948)   6,717,438
                                     ----------  ---------   ----------  ---------- ----------   ----------   ---------   ----------
Net increase (decrease)               2,390,760    553,184    1,213,658   5,761,745    863,091    3,712,875     (93,066)   7,193,655

Net assets available for benefits:
      Beginning of period                     -          -            -           -          -            -     992,181            -
                                     ----------  ---------   ----------  ---------- ----------   ----------   ---------   ----------
      End of period                  $2,390,760  $ 553,184   $1,213,658  $5,761,745 $  863,091   $3,712,875   $ 899,115   $7,193,655
                                     ==========  =========   ==========  ========== ==========   ==========   =========   ==========


                                      - 9 -


Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------

 8.  Changes in Net Assets Available for Benefits by Investment Fund (continued)

     The allocation of changes in net assets available for benefits for the year
     ended December 31, 1997 is as follows:


                                                                  Fund Information
                                       -------------------------------------------------------------------
                                          Fixed
                                         Income         Diversified   Government    TRASOP         Stock
                                          Fund             Fund          Fund        Fund          Fund             Total
                                                                                             

Additions:
Investment income:
    Interest and dividend income        $  426,903     $   88,399     $ 32,431    $   6,365      $  58,340      $  999,940
    Interest income, participant loans           -              -            -           -               -          95,855
    Net appreciation (depreciation)
      of investments                             -      1,107,308          922           -        (488,187)        844,511
                                        ----------     ----------     --------    ---------      ---------      ----------
                                           426,903      1,195,707       33,353        6,365       (429,847)      1,940,306
                                        ----------     ----------     --------    ---------      ---------      ----------
Contributions:
    Employer                                29,125         (2,025)       3,662            -             49         420,079
    Participant                            125,809              -            -            -              -       1,257,929
    Participant loan repayments                  -              -            -            -              -               -
                                        ----------     ----------     --------    ---------     ----------      ----------
                                           154,934         (2,025)       3,662            -             49       1,678,008
                                        ----------     ----------     --------    ---------     ----------      ----------
      Total additions                      581,837      1,193,682       37,015        6,365       (429,798)      3,618,314
                                        ----------     ----------     --------    ---------     ----------      ----------
Deductions:
Administrative expenses                          -              -            -            -            465             465
Participant loan withdrawals               435,291              -            -            -              -               -
Payment of benefits                      1,142,409        552,191       71,783            -        873,342       2,763,508
                                        ----------     ----------     --------    ---------     ----------      ----------
      Total deductions                   1,577,700        552,191       71,783            -        873,807       2,763,973
                                        ----------     ----------     --------    ---------     ----------      ----------
Net increase prior to
    interfund transfers                   (995,863)       641,491      (34,768)       6,365     (1,303,605)        854,341
Interfund transfers                     (8,886,415)    (7,234,363)    (559,141)           -     (2,375,262)              -
                                        ----------     ----------     --------    ---------     ----------      ----------
Net increase (decrease)                 (9,882,278)    (6,592,872)    (593,909)       6,365     (3,678,867)        854,341
Net assets available for benefits:
      Beginning of period                9,882,278      6,592,872      593,909      123,721      3,678,867      21,863,828
                                        ----------     ----------     --------     --------     ----------     -----------
      End of period                     $        -     $        -     $      -     $130,086     $        -     $22,718,169
                                        ==========     ==========     ========     ========     ==========     ===========



                                     - 10 -





                                                        Additional Information
                                                        Required for Form 5500








Crown Cork & Seal Company Inc.                                      Schedule I
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
EIN 23-1526444
Schedule of Assets Held for Investment Purposes
Attachment to Form 5500, Line 27(a)
As of December 31, 1998
- --------------------------------------------------------------------------------


                                                                                                               Current
           Identity of Issue                             Description of Asset                 Cost              Value
                                                                                                    

*    Vanguard Balanced Index Fund                   Registered Investment Company         $2,301,441         $2,556,506
*    Vanguard Total Bond Market Index Fund          Registered Investment Company            557,462            567,698
*    Vanguard Explorer Fund                         Registered Investment Company            881,018            847,747
*    Vanguard 500 Index Fund                        Registered Investment Company          5,924,188          7,245,558
*    Vanguard International Growth Fund             Registered Investment Company            778,724            838,913
*    STI Classic Prime Quality Money Market Fund    Money Market Fund                         81,712             81,712
*    Crown Cork & Seal Stock Fund                   Company Stock Fund                     2,563,359          1,831,288
     Participant loans                              9.5% - 10%                                                  856,770
*    Crown Cork & Seal Fixed Income Fund            Unallocated Guaranteed Investment
                                                      Contracts and Common/
                                                      Collective Trusts                    6,161,387          6,161,387
                                                                                                            -----------
Total assets held for investment purposes                                                                   $20,987,579
                                                                                                            ===========
<FN>
* Party in Interest
</FN>



                                     - 11 -





Crown Cork & Seal Company Inc.                                    Schedule II
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
EIN 23-1526444
Schedule of Reportable (5%) Transactions*
Attachment to Form 5500, Line 27(d)
Year Ended December 31, 1998
- --------------------------------------------------------------------------------


                                                                                                        Current Value
                                                                                        Historical      of Asset on        Net
  Identity of                                                Purchase      Selling         Cost         Transaction        Gain
 Party Involved           Description of Asset                Price         Price        of Asset           Date          (Loss)
                                                                                                        

The Vanguard Group    Vanguard Balanced Index Fund          $  831,531                                  $   831,531
The Vanguard Group    Vanguard Balanced Index Fund                        $  969,732     $  923,781         969,732       $ 45,951

The Vanguard Group    Vanguard 500 Index Fund                2,041,261                                    2,041,261
The Vanguard Group    Vanguard 500 Index Fund                              1,986,611      1,877,165       1,986,611        109,446

The Vanguard Group    Crown Cork & Seal Fixed Income Fund    1,688,162                                    1,688,162
The Vanguard Group    Crown Cork & Seal Fixed Income Fund                  2,688,525      2,688,525       2,688,525              -

The Vanguard Group    Crown Cork & Seal Stock Fund             436,493                                      436,493
The Vanguard Group    Crown Cork & Seal Stock Fund                         1,197,440      1,141,609       1,197,440         55,831



*   Transactions  or a series of  transactions  in  excess of 5% of the  current
    value of the Plan's  assets as of the  beginning of the Plan year as defined
    in section  2520.103-6 of the Department of Labor Rules and  Regulations for
    Reporting and Disclosure under ERISA.

                                                                - 12 -