SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        June 10, 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 May 26, 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.

Form 10-K for the year ended December 31, 2009

 Management’s Discussion and Analysis, page 28

 Critical Accounting Policies, page 39

1. We have read your response to comment  1 in our letter dated May 4, 2010.  As
previously requested, please disclose in future filings your average settlement
amounts per claim in MD&A for each peri od presented, as “average settlement
amount per claim” is a specifically iden tified disclosure in Question 3 of SAB
Topic 5:Y.

2. In your response to comment 1, you have  identified “claims alleging serious
disease” as a primary cause of the increased  average settlement cost per claim. It
is unclear how a reader can understand the impact of this known risk factor on the
registrant’s loss exposure absent quantif ication.  Please dist inguish in future
filings the types of seriou s diseases, such as mesothelioma, lung cancer, other
cancers, etc., and provide relevant quantifications for each type of serious disease, such as number of claims filed and settled, for the periods presented.

Mr. Timothy J. Donahue
Crown Holdings, Inc. June 10, 2010 Page 2
3. We have read your response to comme nt 2 in our letter dated May 4, 2010.
Please include in future filings, begi nning with the June 30, 2010 Form 10-Q in
the Asbestos-Related Liabili ties” footnote, the quantifie d disclosure proposed in
your response, as well as the additional clarifying language you have provided regarding the claims filed after 1964, e.g., your primary defense is the date of alleged first exposure, etc.  Also, please  disclose whether you believe an adverse
ruling in post-1964 claims filed in stat es other than Texas and Pennsylvania
would have a material adverse impact on the Company.

*    *    *    *

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