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June 14, 2011
 Via E-mail

Timothy J. Donahue Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 28, 2011
Definitive Proxy Statement on Schedule 14A
  Filed March 21, 2011   Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  Filed May 4, 2011
File No. 0-50189

Dear Mr. Donahue:
 We have reviewed your response letter dated June 8, 2011, and have the following
additional comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 30

 1. We note the additional disclosures you intend to  include in future filings in response to
comment 4 in our letter dated May 24, 2011.  As requested in comment 3 in our letter dated
May 24, 2011, please expand upon the draft disclosures to provide investors with an analysis
of the material factors impacting net sales a nd segment income in terms of quantifying each
factor and explaining why the factors are impact ing net sales or segment income in future
filings.  For example, please quantify the imp act the pass-through of lower steel costs to

Mr. Donahue
Crown Holdings, Inc. June 14, 2011 Page 2
 customers in the aerosol can business had on net sa les.  Please provide an  analysis as to why
there was an increase in regi onal demand for beverage cans.  Please provide an explanation
as to why segment income ma rgin increased to 17.4% from 15.3%.  In this regard, an
increase in demand does not provi de investors with sufficient information to understand an
increase in margins.
 Liquidity and Capital Resources, page 35

 2. We note the additional disclosures you intend to  include in future filings in response to
comment 5 in our letter dated May 24, 2011.  Specifically, you note that certain foreign
subsidiaries provide cash to the U.S. operati ons through dividends that the U.S. operations
rely on for funding, while other foreign subsidia ries have been designated as permanently
reinvested.  Please disclose the portion of th e $379 million of cash and cash equivalents that
are held at foreign subsidiaries that have been  designated as permanently reinvested in future
filings.  Please also disclose that your curren t operating plans do not demonstrate a need to
repatriate the foreign cash and cash equi valent amounts designated as permanently
reinvested.
 K.  Provision for Asbestos, page 64

 3. We note the additional disclosures you intend to  provide in future filings in response to
comment 11 in our letter dated May 24, 2011.  Specifically, we note your statement, “…the
Company is unable to estimate the reasonabl y possible loss in exce ss of accrual due to
potential changes in the litigat ion environment and other uncer tainties inherent in making
long-term projections whose impact cannot be known or reasonably esti mates.”  We further
note additional disclosures regarding difficulty in predicting the ultimate outcome.  Please
note that a statement that you are unable to pr edict the ultimate outcome does not sufficiently
address your disclosure requirement, as the amount  to be disclosed is a best estimate based
on the available information prior to releasing your consolidated financ ial statements rather
than an ultimate or known amount.  To the extent  that you continue to be unable to provide a
reasonable estimate of the reasonably possible loss in excess of accrual, please provide a more specific explanation as to why.  Pleas e refer to ASC 450-20-50-4 and Question 2 to
ASC 450-20-S99-1 for guidance.
 4. We note your statement that the resolution of the asbestos matters is not  expected to have a
material adverse effect on your financial posi tion.  We further note your additional statement
that if the asbestos matters are resolved in a manner different from the estimate, there could
be a material effect to your financial position.  Please reconcile these two statements in your
proposed disclosures, as investors may not understand the distincti on you are attempting to
make.
 5. We note your references to “material advers e effect” when disclo sing your materiality
assessment to your financial position, results of operations and cash flows for the asbestos-
related claims in your proposed future disclosu re and in the disclosures provided in your
fiscal year 2010 Form 10-K.  In future filings , please remove the term, adverse, from your

Mr. Donahue
Crown Holdings, Inc. June 14, 2011 Page 3

materiality assessment disclosures for your  asbestos-related claims and other loss
contingencies disclosures you may disclose in th e future.  In this regard, material adverse
effect could be viewed by i nvestors as having a higher thresh old associated with it than
material effect.

You may contact Tracey Houser , Staff Accountant, at (202)  551-3736, or in her absence,
me at (202) 551-3769, if you have questions regard ing comments on the financial statements and
related matters.
Sincerely,
   /s/ Rufus Decker
Rufus Decker Accounting Branch Chief