SecProbe.io

April 24, 2015

Via E -mail
Thomas A. Kelly
Chief Financial Officer
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154 -4599

Re: Crown Holdings, Inc.
 Form 10-K
Filed March 2, 2015
File No. 50189

Dear Mr. Kelly :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment.  We may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us w hy in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2014

Financial Statements

Notes to Consolidated Financial Statements

E.  Receivables, page 55

1. In regards to your receivables securitization facilities, please address the following:

 During 2014, you amended your securitization facilities to provide for the sale of
certain customer receivables without recourse on a revolving basis.  Please tell u s the
specific terms that were changed in 2014 and correspondingly how these changes
resulted in accounting for these transactions as sales rather than secured borrowings
pursuant to ASC 310 -10-25-3 and ASC 860 -10-40-5;

Thomas A. Kelly
Crown Holdings, Inc.
April 24, 2015
Page 2

  You derecognize receivables sold and  recognize any deferred purchase price in
prepaid expenses and other current assets, which is then reduced as collections of the
underlying receivables occur.  Please help us better understand the timing of cash
flows related to these securitizations and c orrespondingly why amounts are initially
recorded in prepaid expenses and other current assets when the receivables are sold
and only removed from your balance sheet as collections of the underlying
receivables occur; and
 You disclose that days  sales outstanding for trade receivables improved from 38 in
2013 to 36 in 2014.  Please disclose the impact on this measure of the change in
accounting for your securitization facilities as well as any other significant
transactions related to trade recei vables.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 comment, please provide  a written statement fro m the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Tracey McKoy, Staff Accountant, at (202)  551-3772 or, in her absence
Nudrat Salik, Staff Accountant at (202) 551 - 3692 or, the undersigned Accounting Branch Chief
at (202) 551 -3355  if you have questions regarding comments on the financial statements and
related matters.

Sincerely,

 /s/ Terence O ’Brien

Accounting Branch Chief
Terence O’Brien