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SEC Correspondence - April 2008

April 18, 2008

VIA EDGAR

Mr. Terence O’Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC  20549

Re:  Crown Holdings, Inc.

       Form 10-K for the Fiscal Year Ended December 31, 2007

       Filed February 28, 2008

       Form 10-K/A#1 for the Fiscal year Ended December 31, 2007

       Filed March 7, 2008

       File No. 0-50189

Dear Mr. O’Brien:

Crown Holdings, Inc. (“Crown”)
is responding to the comments raised in your letter dated April 7, 2008 regarding
Crown’s Form 10-K for the fiscal year ended December 31, 2007 and Form 10-K/A#1
for the fiscal year ended December 31, 2007. For your convenience, the
comments are included in this letter in italic face type and are followed by the applicable
response.

Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 23

Results of Operations, page 24

1.
In future filings, please expand/revise the discussion
of your results of operations on a consolidated basis and at the reportable segment
level for  each period presented in your annual and quarterly periodic filings.
Provide a more comprehensive analysis of the factors that impacted net sales, cost
of products sold, segment income, etc., ensuring that you sufficiently explain why
an event or transaction has occurred and is impacting the specific line item.  In addition,
 you should discuss known or anticipated trends that have had and/or may continue to have
an impact on your results of operations.  To provide investors with a sufficient
understanding of the factors impacting your operations, you may need to discuss
the businesses that underlie each of your reportable segments.  Your discussion
and analysis is to provide investors with sufficient information to understand the
 historical trends and the expectations for the future as seen through the eyes of
management.  Examples include the following:

•
You attribute the increase in net sales for the
Americas Beverage segment for 2007 as compared to 2006 to the pass-through of higher
material costs and to the recovery of sales unit volumes.  Each of these factors
should be quantified.  Also, there should be an explanation as to (a) why sales
unit volumes rebounded from the decline that occurred in fiscal year 2006; (b)
whether the recovery was as much as the 2006 decline, less than the 2006 decline
or greater than the 2006 decline; and (c) whether you expect sales unit volumes
to continue to increase in the future.

•
You attribute the increase in the European Beverage
segment’s segment income to increased sales unit volumes.  Given that the sales
unit volumes resulted in an increase in margin from 10.4% for fiscal year 2006 to
12.9% for fiscal year 2007, you should provide a more detailed explanation as to
why sales unit volumes increased and whether you expect this trend to continue.

•
For your restructuring charges, please disclose
the amount of cost savings you expect to recognize in the future.

Please note that this is not meant to represent
an all-inclusive list of where your MD&A could be improved.  There are many
areas that we are not specifically identifying that should have further analysis.
Refer to Item 303 of Regulation S-K, Section 501 of the Financial Reporting Codification,
and SEC interpretive Release No. 33-8350 dated December 19, 2003 for additional guidance.

In future filings, we will provide an analysis of the
factors that impacted our results of operations on a consolidated basis and at the reportable
segment level incorporating your comments as applicable. The expected pre-tax annual cost
savings from restructuring actions of $7 million was disclosed under the caption
“Provision for Restructuring” within Management’s Discussion and
Analysis of Financial Condition and Results of Operations.

2.
We note that you recorded a $29 million charge in
fiscal year 2007 for your asbestos provision, whereas you recognized a $10 million
charge in fiscal year 2006 and fiscal year 2005, respectively.  In future filings,
please disclose the factors that resulted in you recognizing an additional $19 million
charge for your asbestos provision over the prior two fiscal years as this differential
is 9.5% of income from continuing operations before income taxes, minority interest and
equity earnings.

We will include the following disclosure in the notes
to the consolidated financial statements of our Form 10-Q for the quarter ended March 31, 2008,
and make similar disclosures in future filings as appropriate.

At the end of each quarter, the Company considers whether there
have been any material developments that would cause it to update its asbestos liability
accrual calculations.  Absent any significant developments in the asbestos litigation
environment in general or with respect to the Company specifically, the Company updates
its accrual calculations in the fourth quarter of each year.  The Company’s asbestos
liability accrual is calculated in the fourth quarter of each year as the sum of its
outstanding and expected future claims, multiplied by the expected average settlement
cost of those claims, plus estimated legal fees.  The expected number of claims,
and the expected average settlement cost per claim, are calculated using projections
based on the actual data for the most recent five years.  Because claims are not
submitted or settled evenly throughout the year, it may be difficult to predict
at any time during the year whether the number of claims or average settlement cost
over the five year period ending December 31 of such year will increase compared
to the prior five year period.  The five year average settlement cost at the end
of 2007 was higher than at the end of 2006. The effect of this increase in the expected
average settlement cost per claim was partially mitigated by a decrease in the expected
number of future claims.  The combination of these two factors in 2007 resulted
in a charge of $29 in 2007 compared to charges of $10 in each of the preceding two years.

Page 2

3.

We note that in the fourth quarter of fiscal year 2007 you recognized a goodwill
impairment charge of $103 million for your European metal vacuum closures business,
which is part of your European Food reportable segment.  There is a concern that
investors may have been surprised by this charge, which materially impacted total
stockholders’s equity as of December 31, 2007 and is 51.2% of fiscal year 2007
income from continuing operations before income taxes, minority interest and equity
earnings.  Item 303 of Regulations S-K requires MD&A disclosure of material
uncertainties unless management has concluded that the uncertainty is not reasonably
likely to materially impact future operating results.  Potential asset write-offs are,
inherently, uncertainties over the recoverability of recorded assets and may require
specific disclosure prior to the period of the impairment charge.  See the guidance in
Sections 501.02 and 501.12.b.3 of the Financial Reporting Codification, as well as
in SAB Topic 5:P.4.  Also, Section 216 of the Financial Reporting Codification
states that “registrants have an obligation to forewarn public investors of the
deteriorating conditions which, unless reversed, may result in a subsequent write-off.
This includes an obligation to provide information regarding the magnitude of exposure
to loss.”

In reading your prior disclosures, there does not appear to be disclosure regarding
the implications of adverse events and/or underperformance in the European metal
vacuum closures business or in the European Food segment such that the associated
assets were at risk of future impairment.  Specifically, in your December 31, 2006
Form 10-K, the European Food segment net sales increased, which you attributed to
higher selling prices from higher material costs being passed through and foreign
currency translation.  There is no mention of an issue with your metal vacuum closures
business.  Fiscal year 2006 European Food segment income did decrease; however, you
attributed the decrease to higher material costs without any mention of an issue
with the metal vacuum closures business.  You did disclose that you incurred $6 million
in restructuring costs (i.e. severance costs) for the European Food segment; however,
there is no mention that such restructuring costs were due to deteriorating metal
vacuum closures business results.  In your September 30, 2007 Form 10-K filed on
October 31, 2007, you do note that while the European Food segment net sales increased
due to positive foreign currency translation, there was a decline in sales unit
volume due to weather conditions resulting in a weak harvest, which also negatively
impacted segment income.  However, there is no mention that if these adverse weather
conditions persists for the remainder of fiscal year 2007, the metal vacuum closures
business’ assets are at risk for impairment.  In addition, without specific disclosure
to the contrary, an investor may assume that adverse weather conditions for one year
is a temporary issue to the corresponding business and not a pervasive issue that will
have a long-term negative impact on the business’s financial results.  Further,
these disclosures may indicate to an investor that management has no uncertainties with
regards to the recoverability of the European Food segment’s long-lived assets.
Finally, your Critical Accounting Policies disclosures in your December 31, 2006
and December 31, 2007 Forms 10-K do not include disclosure regarding the amount of headroom
between the estimated fair value and the carrying value of your reporting units.
The lack of disclosure may indicate to an investor that the estimated fair value of the
reporting unit exceeds the carrying value in a sufficient amount that goodwill impairment
is not reasonably possible.

Page 3

Please clarify for us why there appears to be no specific,
prior disclosure regarding a material uncertainty over the recoverability of the European
Food reportable segment and/or European metal vacuum closures business goodwill asset.
Describe the specific factors considered by management at October 31, 2007 in assessing the
likelihood of a future goodwill impairment.

Segment income of our metal vacuum food closures business
decreased from $17 million in 2005 to $14 million in 2006 and the 2007 budget for
this business projected $16 million of segment income.

Actual segment income of $6 million for the closures
business in 2007 was $10 million below budget.  This unexpected shortfall, combined
with information received from the completion of the 2008 budget and
strategic plan in November  and December of 2007, led us to conclude that the goodwill
of the metal closures business may be impaired.  As of October 31, 2007, prior to the
completion  of the 2008 budget and strategic plan in November and December,
we believed that the then anticipated decrease in segment income was temporary and
would not result in a write-off.

The decrease in 2007 was primarily due to a combination
of factors, including a disruption in manufacturing and increased costs from the
relocation of certain operations, lower than expected sales unit volume allocations
from a major customer, and the failure to fully recover cost increases through selling
prices.  The disruption of the manufacturing process and relocation costs are not
expected to recur in 2008. It is not unusual in this business for customers to move volume among
suppliers and, in such situations, it is not uncommon that the lost volume is recovered
either from that customer or another. It is also not uncommon to see a delay in
recovering cost increases. Contrary to our expectations, however, we have been unable
thus far to replace the lost volume or increase the selling prices sufficiently
to fully recover the cost increases. Absent any verifiable evidence to the contrary
during the budget and strategic plan process, we assumed those circumstances would
continue for purposes of our impairment calculation.

4.
There is a concern about whether the disclosures
in your fiscal year 2007 Form 10-K fully explain the goodwill impairment charge
of $103 million taken in the fourth quarter of fiscal year 2007.  Specifically,
you attribute the goodwill impairment charge to a decrease in projected operating
results.  As noted in the above comment, there does not appear to be any prior
disclosures and there does not appear to be any current disclosure that explain why
the European metal vacuum closures business has deteriorated to a level that resulted
in you revising the assumptions in your estimation of the fair value of the corresponding
reporting unit that led to a $103 million impairment to goodwill.  Given that the
impairment charge had a material impact to your stockholders’ equity balance
as of December 31, 2007, substantive and informative disclosure should be provided
that clearly identifies the specific facts and circumstances that caused management
to change its estimated fair value of the corresponding reporting unit and to recognize
the impairment charge.  In this regard, we note the requirements of paragraph 47.a
of SFAS 142 and Sections 501.12.b.4 and 501.14 of the Financial Reporting Codification.
At a minimum, such disclosure should clarify/address the following:

•
When the deterioration of the European vacuum closures
business developed.  Given the lack of disclosure regarding these events and the uncertainty
of the recoverability of this business’ assets in your 2006 Form 10-K and the
September 30, 2007 Form 10-Q, it is unclear whether the deterioration in the projected
operating results are specific to the fourth quarter of fiscal  year 2007 or have been
developing over time.

•
The specific events that developed and the specific
changes in market conditions that you identified that are expected to occur going
forward that would significantly change your projected operating results for the
European metal vacuum closures business.  We note that the European Food reportable
segment had a decline in sales unit volumes due to weather conditions resulting in
a poor harvest.  We note that you use discounted cash flow projections, in part,
to estimate the fair value of your reporting units.  One year of poor harvest would
not appear to have a material, negative impact on long-term financial projections,
which would be used in a discounted cash flow model.  Please ensure such disclosure
clarifies how these events and conditions impacted the European metal vacuum closures
 business in the long-term.

Page 4

•
The decrease in projected operating results for the
European metal vacuum closures business that resulted in the goodwill impairment
charge appear inconsistent with the European Food segment’s performance.  Specifically,
the SFAS 131 footnote disclosure in your 2007 Form 10-K reflects an increase in external
sales from 2005 to 2007.  Further, the European Food segment generated operating income
for each of the three years ended December 31, 2007.  Based on the European Food segment’s
operating results and related disclosures within MD&A, it is not obvious why
$103 million of goodwill was found to be impaired as of December 31, 2007.

•
The amount, if any, of the remaining goodwill and/or
identifiable intangible assets the European metal vacuum closures business has
as of December 31, 2007.

Please provide us with the disclosures that address
each of the above bulleted points in addition to any other information that would be
material to an investor’s understanding of the European Food segment, the
European metal vacuum closures business, and the impairment charge.

Sales of metal vacuum food closures  represent
approximately 10% of  net sales and less than 10% of segment income
of the European Food segment. The  majority of the net sales and segment income
 in the s