SecProbe.io

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January 20, 2006

via U.S. mail and facsimile to (215) 676-2085

Alan W. Rutherford
Chief Financial Officer
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154

	RE:	Crown Holdings, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 11, 2005

		File No. 0-50189

Dear Mr. Rutherford:

      We have reviewed your response letter dated January 9, 2006
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Form 10-K for the year ended December 31, 2004

Financial Statements

V. Income Taxes, page 56

1.	We note your response to comment 4 in our letter dated
December
30, 2005 and have the following comments.
* Please provide us with the detailed gross deferred tax assets
and
liabilities you will provide in future filings.  Please clarify
the
nature of the deferred tax assets and liabilities you have
historically net and your basis for netting such items.
* We note that the U.S. operations have a history of recent losses
and have a cumulative loss over three years and have therefore
determined a full valuation allowance was appropriate.  Given the
significance of your valuation allowance and its impact on your
provision for income taxes over the periods presented, please
provide
us with the expanded disclosures you will provide in future
filings
with regard to the assumptions used and judgments made in
determining
your valuation allowance.

2.	We note your response to comment 5 in our letter dated
December
30, 2005.   Please ensure that in future filings your provisions
for
contingent income tax liabilities are not included with deferred
income tax liabilities.  In this regard, we note that an accrual
for
a contingent income tax liability under SFAS 5 is not deferred
income
tax liability as defined by SFAS 109.

W. Segment Information, page 58

3.	We note your response to comment 6 in our letter dated
December
30, 2005 and have the following additional comments.
* Based on your response, we assume that resources are allocated
to
the countries and geographic regions underlying Americas, Europe
and
Asia-Pacific by your regional Presidents.  As indicated in
paragraph
12 of SFAS 131 we note that the term chief operating decision
maker
identifies a function and that function is to allocate resources
to
and assess the performance of the segments of an enterprise.  If
your
regional Presidents allocate resources and assess performance of
the
countries and geographic regions underlying Americas, Europe and
Asia-Pacific, it is unclear to us why your chief operating
decision
maker would not be a group consisting of your CEO and the regional
Presidents.  In this regard, we note that your regional Presidents
are directly accountable to and maintain regular contact with your
CEO.
* Please clarify whether there is discrete financial information
available for the countries and geographic regions underlying
Americas, Europe and Asia-Pacific and if so tell us why you do not
believe these countries and geographic regions meet the definition
of
an operating segment.  If discrete financial information is
available
for countries and geographic regions underlying Americas, Europe
and
Asia-Pacific, please provide us with the last five years` sales
and
gross profit trends for each country and region and address any
inconsistencies in the trends they depict.
* Please provide us with a copy of the report(s) that your CEO
regularly reviews.  In addition, please also provide us with a
copy
of the report(s) that your regional Presidents review to make
decisions about resources to be allocated and assess performance
of
the countries and geographic regions underlying Americas, Europe
and
Asia-Pacific.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
Jeanne Baker, Senior Staff Accountant, at (202) 551-3691 or me at
(202) 551-3255 if you have questions regarding these comments.

								Sincerely,

								Nili Shah
								Branch Chief

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Mr. Alan W. Rutherford
Crown Holdings
January 20, 2006
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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