SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 1, 2008

via U.S. mail and facsimile

Alan W. Rutherford Executive Vice President and Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed February 28, 2008
Form 10-K/A#1 for the Fiscal Year Ended December 31, 2007
  Filed March 7, 2008   File No. 0-50189
 Dear Mr. Rutherford:
We have reviewed your response letter dated April 18, 2008 and have the following
additional comments.  Where i ndicated, we think you should revise your document in future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.  Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23

Critical Accounting Policies, page 32

1. We note your response to comment 2 in our letter dated April 7, 2008.  Specifically, we note that you estimate your asbestos liability accrual using two material assumptions:  (a) the
number of future claims and (b) the expected av erage settlement cost of the asbestos claims.
Section 501.14 of the Financial Reporting Codi fication states, “…the discussion in MD&A
should present a company's analysis of the uncerta inties involved in applying a principle at a
given time or the variability that  is reasonably likely to result from its application over time.
Since critical accounting estimates and assump tions are based on matters that are highly
uncertain, a company should analyze their specif ic sensitivity to change, based on other

Mr. Rutherford
Crown Holdings, Inc.
May 1, 2008 Page 2
outcomes that are reasonably likely to occur and would have a material effect. Companies
should provide quantitative as we ll as qualitative disclosure wh en quantitative information is
reasonably available and will provide material information for investors.”  As previously
noted, the asbestos liability charge  to the consolidated statements  of operations for fiscal year
2007 is 14.4% of income from continuing operations before income taxes, minority interest and equity earnings, and the increase in the charge  from prior year’s charge is 9.5%.  We also
note from your response that the increase in the charge from prio r year was due to higher five
year average settlement costs.  As such, it woul d appear that disclosure of these two material
assumptions including a sensitivity analysis of the impact on the charge to the consolidated
statement of operations would be useful in formation to investors to understand how you
estimate the asbestos liability and the variabil ity associated with such estimate.   Please
provide us with the disclosure you in tend to include in future filings.
 2. We note your responses to comments 3 – 7 in our letter dated Apr il 7, 2008, including the
additional disclosures you intend to include in fu ture filings.  There continues to be a concern
that these additional disclosures will not provi de investors with sufficient information to
understand (a) the basis for your conclusion th at the recoverability  of goodwill was not a
material uncertainty when your September 30, 2007 Form 10-Q was filed; (b) the material
factors that led you to conclude that goodwill may be impaired subsequent to October 31,
2007; and (c) the material changes in the assumptions used in your valuation techniques that
led to the $103 million goodwill impairment charge.  As previously noted, the $103 million
goodwill impairment charge materially impacted total stockholders’ equity as of December
31, 2007 and is 51.2% of fiscal year 2007 income from continuing operations before income
taxes, minority interest and equity earnings.  As such, you should provide investors with
substantive and informative disclosures that fully  explain the charge.  As such, please revise
the disclosures you intend to include in future filings to fully address each of the following
points:
• A detailed discussion of all material factors that led to the impairment charge.  At a
minimum:
o Disclose the European metal vacuum food closures’ operating results for each period presented.  Explain how fis cal year 2007 segment income for the European metal
vacuum food closures reporting unit was projected to by $16 million; however, actual segment income was $6 million.  Such discussion should explain why the lower results were completely unexp ected through September 30, 2007.
o Disclose the four factors that led to the unexpected shortfall including when each factor was first identified.  For example, specifically state when during fiscal year
2007 the major customer lowered its sales un it volume allocations to the European
metal vacuum food clos ures reporting unit.
o Explain to investors why you believed thes e four factors were temporary as of
October 31, 2007.

Mr. Rutherford
Crown Holdings, Inc.
May 1, 2008 Page 3
o Explain the specific circumstances that occurred during the fiscal year 2008 budget
and strategic plan process that  led you to believe that the lower than expected sales
unit volume from a major customer and the selling prices increases that were not covering cost increases were no longer temporary but rather long term in nature.  In
this regard, please include specific reas ons as to why you are at a competitive
disadvantage as compared to your competitors such that you believe that you will be unable in the long term to replace the lowe r sales unit value from either this major
customer and/or other customers.  As you not ed in your response letter, “[i]t is not
unusual in this business for customers to m ove volume among suppliers and, in such
situations, it is not uncomm on that the lost volume is recovered either from that
customer or another.”  Without such di sclosure, investors may not understand why
you would not be able to replace the decrea sed volume for this same reason.  Also,
since goodwill impairment tests are based on l ong term projections, it is unclear why
decreased volume for one fiscal year necessarily results in decreased volume in subsequent fiscal years.  Please also addr ess this same issue for the product pricing
portion.
• A detailed discussion of the changes in a ssumptions for each of the methods used to
estimate the fair value of the European me tal vacuum food closures reporting unit.
Specifically, disclose the material assumptions  included in each valu ation model used to
estimate the fair value of the reporting unit for the impairment test performed as of the
fourth quarter of 2007 and 2006.  In this rega rd, we note from your response to comment
7 in our letter dated April 2, 2008 that you use the comparable business method, the
comparable transactions method and the di scounted cash flows method to estimate the
fair value of your reporting units.  As suc h, your disclosure shoul d provide quantitative
information for the material assumptions us ed in your method in addition to disclosing
how you weight each method to arrive at a fa ir value amount for the reporting unit.  Refer
to comment 6 in our letter dated April 2, 2008 for a more detailed discussion of this
point.
• A discussion of management’s thoughts on th e European metal vacuum food closures
reporting unit’s future operating results subs equent to the impairment charge.  Also
include a discussion of management’s fu ture plans for this reporting unit.
• The carrying value of the remaining assets for this reporting unit subsequent to the
goodwill impairment charge.
Refer to Sections 216, 501.02, 501.12.b.3, a nd 501.14 of the Financial Reporting
Codification and SAB Topic 5:P.4 for guidance.

Mr. Rutherford
Crown Holdings, Inc. May 1, 2008 Page 4   3. As previously requested in comment 7 in our letter dated April 7, 2008, please provide us
with the disclosure you intend to  include in future filings that address the disclosures
requested in comment 6 in our letter dated Ap ril 7, 2008 for reporting units with fair values
that are not materially different from the carryi ng values.  In this rega rd, it appears that one
of your reporting units, other than the European  metal vacuum food closures reporting unit,
has a fair value that does not materially exceed the carrying value.  If you disagree with this
assessment, please provide us with a detailed ex planation as to why you believe the fair value
of the reporting unit materially  exceeds its carrying value an d such disclosures would not
materially impact an investor s’ decision regarding your common stock.  Refer to Sections
216, 501.02, 501.12.b.3, and 501.14 of the Financial Repo rting Codification and SAB Topic
5:P.4 for guidance.

*    *    *    *

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter on EDGAR that keys your responses
to our comments and provides any requested supplemental information.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Tracey Houser, Staff Accountant, at (202)  551-3736, or in her absence,
Al Pavot, at (202) 551-3738, or me at (202) 551-3355, if you have  questions regarding comments
on the financial statements and related matters.

Sincerely,

Terence O’Brien Accounting Branch Chief