SecProbe.io

August 11, 2011

Via E-mail
Kevin C. Clothier  Vice President and Corporate Controller Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 Re: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010
  Filed February 28, 2011   File No. 0-50189
Dear Mr. Clothier:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking 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.

General

1. We note from the disclosure on page 1 that  you have operations in the Caribbean, the
Middle East, and Africa, regi ons generally understood to include Cuba, Iran, Syria, and
Sudan.  In addition, we are aware of publis hed reports that your Chairman and CEO
referred to your business contacts with Syri a in your quarterly ear nings conference calls
this year.  As you know, Cuba, Iran, Syria,  and Sudan are identified by the State
Department  as state sponsors of terrorism, and are s ubject to U.S. economic sanctions and
export controls.  Please describe to us your  past, current, and any anticipated contacts
with the referenced countries, whether through subsidiaries, joint ventures, or other direct
or indirect arrangements, si nce your letter to us dated October 19, 2007.  Your response
should describe any goods and services that  you have provided into Cuba, Iran, Syria,
and/or Sudan, directly or i ndirectly, and any agreements, commercial arrangements, or
other contacts you have had with the government s of the referenced countries or entities
controlled by them .

Kevin C. Clothier
Crown Holdings, Inc. August 11, 2011 Page 2
 2. Please discuss the materiality of your busine ss activities in, and other contacts with,
Cuba, Iran, Syria, and/or Sudan, described in response to the foregoing comment, and
whether they constitute a mate rial investment risk for your security holders.  You should
address materiality in quantitative terms,  including the approximate dollar amounts of
any revenues, assets, and liabili ties associated with each of the referenced countries for
the last three fiscal years and the subsequent  interim period.  Also, address materiality in
terms of qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potentia l impact of corpor ate activities upon a
company’s reputation and share value.  As  you may know, various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  Your  materiality analysis  should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associat ed with Cuba, Iran, Syria, or Sudan.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,            / s /  C e c i l i a  B l y e            C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk  cc:  Pamela Long   Assistant Director  Division of Cor poration Finance