SecProbe.io

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February 15, 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 February 3, 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 prior comment 1 in our letter dated
January 20, 2006.  Your proposed disclosures regarding your
valuation
allowance tell readers why you have provided a full valuation
allowance against your net U.S. deferred tax assets (e.g., recent
losses and uncertainty regarding the amount of future taxable
income), however you have not provided a discussion of the
assumptions used and judgments made in determining your valuation
allowance.  For instance, have you assumed that you will not
generate
future taxable income prior to the expiration dates of tax loss
and
credit carryforwards?  If so, what is such timing and related
amounts
underlying such assumptions.  You should discuss other material
assumptions and judgments made as well.  Refer to SEC Release No.
33-
8350.

W. Segment Information, page 58

2.  We have reviewed your response to comment 3 in our letter
dated
January 20, 2006 and note your belief that your operating segments
are the Americas, Europe, and Asia-Pacific divisions and that your
Chief Executive Officer (CEO) is your chief operating decision
maker
as defined by paragraph 12 of SFAS 131.  However, we also note the
following information:

* your CEO uses (i) a monthly flash report showing sales,
operating
income and net income for each division and additional
disaggregated
information for the various businesses within each division, (ii)
quarterly management meeting reports to review the progress of the
businesses/product lines of the three divisions with each division
president, and (iii) quarterly board presentations to review the
financial results of the Company, which is summarized at a
company-
wide, division and product line basis in his role as chief
operating
decision maker in allocating resources and assessing the
performance
of your operating segments;
* the reports that are regularly reviewed by your CEO have
discrete
financial information below that of the three divisions that you
have
identified as your operating segments.  For instance, these
reports
have sales and operating income, budget versus actual sales and
operating income information, budget information for capital
expenditures, status of sales price negotiations, cost reduction
information, unit sales information, volume/mix change
information,
cash flow information and average invested capital information for
the various businesses/product lines within each division; and
* at the end of each year your CEO notifies each division
president
of the amount of capital they can include in their budgets and
spend
in the following year.

Given such discrete financial information is available and
regularly
reviewed by your CEO, we presume that such information is utilized
by
him to make decisions about resources to be allocated to the
segments
and assess its performance.  Specifically, we assume that your CEO
reviews and assesses the financial information regarding the
individual businesses/product lines in his determination of the
amount of total capital allocated to each division.  The fact that
your CEO does not directly allocate resources to the individual
businesses/product lines does not preclude a conclusion that your
individual businesses/product lines are operating segments as
defined
by SFAS 131.  Based on this information, it appears to us that the
businesses/product lines of the three divisions are operating
segments as defined by paragraph 10 of SFAS 131.

3. Please reconcile for us the "segment income" you have presented
in
Note W to your financial statements to the operating income
information provided in the reports regularly reviewed by your
CEO.
Help us to understand the appropriateness of reporting "segment
income" as your measure of segment profit or loss in accordance
with
paragraph 27 of SFAS 131 since we do not see such measure
presented
in the reports you have provided to us.

4.  	Reconcile for us the product sales information you have
presented in Note W to the businesses/product lines of the
divisions
presented in the reports regularly reviewed by your CEO.

*    *    *    *

      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
February 15, 2006
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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