SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

            March 26, 2009

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

Mr. Timothy J. Donahue, Executive Vice Pr esident and 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, 2008
  Filed February 27, 2009
  Definitive Proxy Statement on Schedule 14A

File No. 0-50189

Dear Mr. Donahue:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended December 31, 2008

 Item 1. Business, page 1

1.   In future filings, to the extent mate rial to an understanding of the company’s
business taken as a whole,  please descri be in greater detail your intellectual
property rights as set forth in Item 101( c)(1)(iv) of Regulatio n S-K.  We note your
risk factor disclosure on page 19 under the heading entitled “The loss of the
Company’s intellectual property rights w ould negatively impact its ability to
compete.”

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 2  Item 3.  Legal Proceedings, page 21

2.   We note your disclosure under Envi ronmental Matters on page 35.  Please
provide to us, with a view toward futu re disclosure, the information required by
Item 103 of Regulation S-K for the envir onmental proceedings.  See Instruction
5(c) to Item 103.

3.   Please tell us, with a view toward fu ture disclosure, the relief sought in the
asbestos lawsuits. Disclose how many clai mants in the asbestos litigation do not
assert any specific amount of damages and disclose the range of damages asserted
by all other claimants. For example, “X claims assert damages of $; X claims
assert between $ and $ in compensatory and between $ and $ in punitive damages; X claims seek compensatory damages of less than $,” etc.
 Management’s Discussion and Analysis, page 26

 Environmental Matters, page 35

4.   We note your risk factor  regarding environmental liab ilities.  If material, please
disclose in future filings the estimated capital expenditures for environmental control facilities. See Item 101( c)(1)(xii) of Regulation S-K.

Critical Accounting Policies, page 37

 Tax Valuation Allowance, page 39

5.  You disclose on page 77 that your va luation allowances of $507 million as of
December 31, 2008, include $246 million in the U.S., $163 million in France, $56
in Canada and $42 million in other non-U. S. operations.  You state therein that
the $246 million of the valuation allowance is against U.S. deferred tax assets that management believes will not be realize d, primarily U.S. federal tax credits and
state loss carryforwards that  are expected to expire.  In future filings, please
provide a breakout of these federal tax cr edits and state loss ca rryforwards by year
for the range of years over which they will expire.  Discuss within the critical accounting policies footnote the nece ssity of the $246 million valuation
allowance, as you have done with the amounts attributed to France and Canada.

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 3  Pension and Postretireme nt Benefits, page 40

6.   Please expand your disclosure in futu re filings to explain the basis for the
assumed rates of return for the investme nt categories in each plan.  Explain how
you have considered the recent adverse performance in the equity markets.  Provide us with an example of the disclo sure you expect to provide in future
filings.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 11

7.   Please refer to the last paragraph of  Section II.B in Release No. 37-8732A, which
states that a principal executive office r’s compensation should be discussed
separately where the policy or decisions for that executive officer are materially different.  We note your di sclosure in the second bullet point on page 13;
however, in future filings please revise your CD&A to discuss in greater detail
your chief executive officer’s compensati on, as certain amount s listed in your
Summary Compensation Table appear to be based on policies or decisions that are
materially different from the policies or decisions for your other executive
officers.

Committee Process, page 12

8.   We note your disclosure that the compensation committee reviews tally sheets
which set forth the total compensation of each executive officer.  In future filings, please describe in greater detail what ta lly sheet information was analyzed and
how it impacted the compensation committee’s decision on compensation awards.
 Annual Incentive Bonus, page 14

9.   In future filings, please quantify for each executive officer the target and the
actual corporate performance measures (i .e., the net operating profit after tax less
cost of capital employed and EBITDA) used  to calculate the bonuses. Describe in
detail how these measures were adjusted.

10.   In future filings, please analyze in  greater detail how individual roles and
performance (i.e., the qualit ative factors) factored in to the compensation amounts
you disclose for each executive officer.

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 4  Long-Term Incentives, page 16

11.   In future filings, please quantify the company’s total shareh older returns relative
to the selected industry peers and explain in greater detail ho w these returns are
analyzed to calculate one-third of the executive officers’ long-term incentive.

12.   We note your disclosure that the co mpensation committee re tains discretion to
vary awards based on each executive’s  experience, responsibilities and
performance.  In future filings, disclose whether any of the aw ards were adjusted
by the committee and the basis for such adjustments.

*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 5
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3355 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact Hagen Ga nem at (202) 551-3330 or, in his absence,
Brigitte Lippmann at (202) 551- 3713, with any other questions.
         S i n c e r e l y ,            T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f