COMPAGNIE GENERALE D'INDUSTRIE ET DE PARTICIPATIONS


[LOGO OF
 CGIP APPEARS HERE]                                        September 26, 1996


                                 Alan W. RUTHERFORD               
                                 Executive Vice President and     
                                 Chief Financial Officer          
                                 Crown Cork and Seal Company, Inc.
                                 9300 Ashton Road                 
                                 PHILADELPHIA, PA  19136           



Dear Mr. Rutherford,

In accordance with Sections 4.2 and 4.3 of the Shareholders Agreement, dated as
of February 22, 1996 (the "Shareholders Agreement"), CGIP hereby requests that
Crown register 10,637,500 shares of its Common Stock, par value $5.00 per share
(the "Common Shares") and 3,450,000 shares of its 4.5% Convertible Preferred
Stock, par value $41.8875 per share (the "Preferred Shares" and together with
the Common Shares, the "Shares"), in connection with a possible public offering
of the Shares (the "Public Offering"). CGIP acknowledges that this notice shall
serve as the written demand for registration required by Section 5.1 of the
Shareholders Agreement and that it has seven remaining demand registration
rights under the Shareholders Agreement.

If the Shares are sold within 120 days of the date hereof in an Underwritten 
Offering in accordance with Section 4.1(b), Crown agrees to waive its right to 
purchase the Preferred Shares and the Common Shares pursuant to the terms of 
Sections 4.2(a) and 4.3(a), respectively.

Capitalized terms used and not defined herein shall have the meanings ascribed 
to them in the Shareholders Agreement.  All Section references herein are to 
Sections of the Shareholders Agreement.

Please sign in the space indicated below to indicate your agreement with the 
foregoing.

Very truly yours,

                                                   /s/ Ernes-Antoine Seilliere 
                                                       Ernes-Antoine SEILLIERE 
                                                          Chairman and CEO

cc: William J. Avery




Acknowledged and Agreed:/s/ Alan W Rutherford
                        -----------------------
                        Alan W. Rutherford
                        Executive Vice President and
                        Chief Financial Officer