SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        May 4, 2010
By U.S. mail and facsimile to (215) 698-9904

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 response letter dated April 21, 2010 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 ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.

Prior Comment 1

1. In order for readers to be tter understand your historical and anticipated asbestos-
related costs, please disclose your aver age settlement amounts per claim in
MD&A for each period presented. Such disc losure would also eliminate the need
for readers to infer these settlement amounts from the cost and quantity data
presented in Note K. In addition, please  disclose in MD&A whether you view any
variances as a trend and the reasons therefore. The potential caus al factors cited in
your filing, and the additional factors cite d in your response, are informative.
However the existing disclosure does not clearly identify which of these factors actually caused the variance. We underst and that historical results are not
necessarily indicative of future results. However, as contemplated by SAB 5:Y, an accurate analysis of historical results is presumed to be informative and not
“misleading”. Given the materiality of  your loss exposure and of your costs
incurred, some explanation of the re cent 70% and 30% annu al increases is
necessary to a reader’s u nderstanding of the cost variances and the potential
impact on future obligations.

Mr. Timothy J. Donahue
Crown Holdings, Inc.
May 4, 2010 Page 2   Prior Comment 2

2. Your risk factor on page 13 identifies material factors impacting your asbestos
loss exposure including: (1) the jurisdiction in which claims are filed; and (2) the
fact that no losses have been recogniz ed for post-1964 exposure claims. Your
critical accounting policy disc losure reiterates the signifi cance of state jurisdiction
in your accounting for asbestos claims. Furt her, Note K states that adverse rulings
in either the Texas or Pennsylvania as bestos legislation cases could have a
material adverse impact on your Company. We understand that all cases are not identical, however your existing disclosu res clearly communicate that these two
factors materially impact the risk profile of your 50,000 outstanding claims.
Consequently, it is not apparent how a quan tification of the number of cases that
are directly impacted by these specific f actors is not necessary for a reader to
understand the scope of these contingencies.  For example, given that the number
of post-1964 exposure claims is not disclo sed, it is currently impossible for a
reader to assess the portion of outsta nding claims that c ould be materially
impacted by an adverse ruling regard ing your liability for post-1964 exposure
claims. Further, given that the $230 m illion asbestos accrual excludes any post-
1964 exposures, it is not possible for readers to assess the potentia l impact of such
a development on your loss accrual. Simila rly, absent similar quantification, it
does not appear possible for readers to understand the scope of the potential
impact stemming from advers e rulings in either Texas or Pennsylvania. Regarding
the concern expressed in your  letter, it is not clear how the requested disclosure
would enable litigants to calculate your actual settlement amounts in each jurisdiction given that the such disclosure would not include a disaggregation of
expense or liability amounts by jurisd iction. Please provide the requested
disclosures in future filings or propose alternative informative disclosures that
address these concerns.

3. Please tell us, and disclose in future  filings, whether you have arrangements
similar to claims-handling arrangemen ts under which you expect an estimated
number of additional future claims.

Mr. Timothy J. Donahue
Crown Holdings, Inc. May 4, 2010 Page 3
*    *    *    *

As appropriate, please respond to these co mments 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 at (202) 551-3743, Al Pavot (202) 551-3738 or me at
(202) 551-3355 if you have questions  regarding these comments.

         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