SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                April 5, 2010

By U.S. mail and facsimile to (215) 698-5206

Mr. Timothy J. Donahue, 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, 2009
Filed March 1, 2010
  File No. 0-50189

Dear Mr. Donahue:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise your disclosures in future filings in response to these comments.  If you disagree, we w ill consider your 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 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 filing.  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, 2009

Management’s Discussion and Analysis, page 28

Critical Accounting Policies, page 39

1. In your asbestos liabilities policy disc ussion on page 40, you disclose that the
charge of $55 million in 2009 was higher than the charges of $25 million in 2008
and $29 million in 2007 because the increase  in the projected average cost per
claim in 2009 was higher than in 2008 a nd 2007.  We note the same explanation
was provided in the December 31, 2008 Form 10-K, when explaining the increase

Mr. Timothy J. Donahue
Crown Holdings, Inc.
April 5, 2010 Page 2
in the charge in 2008 and 2007 from that in 2006.  Based on the number of claims
settled or dismissed the last three years, as well as the aggregate settlement amounts for each of those years, which are both quantified on page 63, it appears
that the average cost per claim settled  increased 70% during 2009, and increased
33% during 2008.   Please tell us the reas on(s) for these increases.  If such
increases constitute a trend that could ma terially impact your future results of
operations, please disclose this in MD&A  in future filings.  Refer to Item
303(a)(3)(ii).
K. Provision for Asbestos, page 63

 2. You disclose that you have not incl uded in your accrual of $230 million at
December 31, 2009 any amounts for settlements by persons alleging first exposure to asbestos after 1964.  Please tell us and disclose in future filings, of the 50,000 claims outstanding at the end of  2009, the number of claims alleging
exposure to asbestos both before and after 1964.  Of those claims alleging post-
1964 exposure, tell us supplementally, as well as disclose in future filings:

• The number of claims filed in Texas,
• The number of claims filed in Pennsylvania,
• The number of claims filed in the gro up of other states mentioned in the
footnote that enacted legislation lim iting asbestos-related liabilities for
companies who are successors by corpor ate merger to companies that had
been involved with asbestos, and
• The number of claims filed that are not in any of the above states.

We may have further comment.

*    *    *    *

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 staff to be certain that they provided all information investors require.  Since the company and its management are in possession

Mr. Timothy J. Donahue
Crown Holdings, Inc. April 5, 2010 Page 3  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.

You may contact Jenn Do at  (202) 551-3743, Al Pavot at (202) 551-3738, or me
at (202) 551-3355 if you have questions rega rding comments on the financial statements
and related matters.

         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