SecProbe.io

March 30, 2012
 Via E-mail

Mr. Timothy J. Donahue Chief Financial Officer  Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
Re: Crown Holdings, Inc.
 Form 10-K
Filed February 29, 2012 File No. 0-50189

Dear Mr. Donahue:
 We have reviewed your filing and have the following 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 year ended December 31, 2011

 Management’s Discussion and Analysis, page 31

 Results of Operations, page 31

1. In comment 3 from our letter dated Ma y 24, 2011, we requested that you improve upon
your discussion and analysis of  your operating results at th e consolidated and segment
levels so that readers have sufficient inform ation to understand the historical trends and
the expectations for the future as seen thr ough the eyes of management.  In your response
letter dated June 8, 2011, you agreed to in clude appropriate additional disclosure
responsive to our comments in future quarter ly and annual filings.  We continue to
believe that significant revisi ons are necessary to your disc ussion of segment income to
provide readers with meaningful informati on that will enhance your overall financial
disclosures and provide an informative narr ative explanation of your key performance
measure.  Specifically, please provide a more  comprehensive analysis of each of the

Mr. Timothy J. Donahue Crown Holdings, Inc.  March 30, 2012 Page 2

 material factors listed as im pacting segment income, that is , gross profit and selling and
administrative expenses, so that you sufficien tly explain why each factor has occurred
and is impacting the specific line item in th e specific manner.  To provide readers with a
sufficient understanding of the factors impacting your operations, you may need to
discuss the product lines and/or geographic areas that underlie each of your reportable
segments.  Please provide us w ith your intended disclosure.

2. Please ensure your expanded discussion and an alysis addresses pot ential effects on your
future operations from known events and tr ends, including quantif ied information when
useful and material.  For example, such di sclosure should include a quantified discussion
of the potential impact of any recent changes in  raw materials prices that are expected to
have a material effect on your operations in the near term.  As another example, you may
need to include discussion of the flooding at  your beverage can plant north of Bangkok,
with details on the level of pr oduction of this plant prior to the flooding and the impact of
the shut down on your operations.
 Provision for Restructuring, page 36

3. You state you recorded a charge of $45 million to reduce manufacturing capacity and
headcount throughout your Western European operations, primarily in your European
Aerosol can business, and that  you expect that these actions  may result in annual pre-tax
savings of $27 million when fully implemented in 2013.  We also note your disclosure on
page 69 that you expect these actions to be  completed in 2013 at  a total cost of $53
million.  Please address the following in your response letter:
 It appears that $41 million of the $45 million annual charge for this
business/segment was recorded in the fourth  quarter of 2011.  It  appears that the
entire $9 million annual restructuring charge  to European Food was also recorded
only in the fourth quarter of 2011.  Please revise future filings to address the
timing of these charges.
 Explain to us and revise future filings to discuss why the timing of the charges
was considered appropriate.  For the Eur opean Aerosol can business, we note that
the remaining $4 million was charged in the first quarter of 2011.
 In the June 30, 2011 and September 30, 2011 Forms 10-Q, you stated that you
expected the Western European/European Aerosol/Other Europe restructuring to
be completed in 2011 at a total cost of  only $4 million.  Please provide to us a
timeline of events that occurred throughout 2011 that would help to reconcile
between the disclosed amounts ($4 million versus $53 million) and expected completion dates (2011 versus 2013).
 You also state on page 69 that you in itiated the Western European/European
Aerosol/Other Europe and European Food re structurings in 20 09.  Explain to us
and revise future filings to  disclose why no charges were  warranted in either area
during 2010.

Mr. Timothy J. Donahue Crown Holdings, Inc.  March 30, 2012 Page 3

 Liquidity, page 38

4. We note from the risk factor on page 16 a nd the table on page 82 that you contributed
$404 million to your pension plans in 2011, co mpared to $79 million, $74 million, $71
million and $65 million, respectively, in each of th e last four years.  We also note that the
pension contribution had a material impact on your ope rating cash flows for 2011.
Finally, we note that you disclosed in your 2010 Form 10-K that you expected to
contribute $65 million for your funded plans.  Based on the current disclosure, it is not
clear why the 2011 contribution was so large.  Therefore, please pr ovide an explanation
in your response and revise future filings acco rdingly.  In your response, also address the
reasons for your estimated cont ribution amounts for the next fi ve years also as disclosed
on page 16.

K. Provision for Asbestos, page 64

5. You present on page 65 “Asbestos-related paym ents” and “Settled claims payments” and
state that these were the approximate cash paym ents during the last three years.  Please
confirm to us and revise future filings to clarify, if true, that the amount for “Settled
claims payments” are included in the amount for “Asbestos-related payments.”  If so,
revise future filings to disclose the nature of the additional balance included in the
asbestos-related amount.

Y. Condensed Combining Financial Statements, page 94

6. We note the several senior notes that are fully and unconditionally guaranteed by either
the parent or certain subsidiaries, or a comb ination of both.  Please tell us and revise
future filings to describe any non-custom ary conditions under which the guarantors
would be released from such guarantees.

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 relating to a 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

Mr. Timothy J. Donahue Crown Holdings, Inc.  March 30, 2012 Page 4

  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.

You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,
   /s/ Terence O’Brien
Terence O’Brien Branch Chief