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SEC Correspondence - May 2008

May 7, 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 May 1, 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

Critical Accounting Policies, page 32

1.
We note your response to comment 2 in our letter dated April 7, 2008.
Specifically, we note that you estimate your asbestos liability accrual using two
material assumptions:  (a) the number of future claims and (b) the expected average
settlement cost of the asbestos claims.  Section 501.14 of the Financial Reporting
Codification states, “...the discussion in MD&A should present a company’s
analysis of the uncertainties involved in applying a principle at a given time or
the variability that is reasonably likely to result from its application over time.
Since critical accounting estimates and assumptions are based on matters that are
highly uncertain, a company should analyze their specific sensitivity to change,
based on other outcomes that are reasonably likely to occur and would have a material
effect.  Companies should provide quantitative as well as qualitative disclosure
when quantitative information is reasonably available and will provide material
information for investors.”  As previously noted, the asbestos liability charge
to the consolidated statements of operations for fiscal year 2007 is 14.4% of income
from continuing operations before income taxes, minority interest and equity earnings,
and the increase in the charge from prior year’s charge is 9.5%.  We also note from
your response that the increase in the charge from prior year was due to higher
five year average settlement costs.  As such, it would  appear that disclosure of
these two material assumptions including a sensitivity analysis of the  impact on
the charge to the consolidated statements of operations would be useful information
to investors to understand how you estimate the asbestos liability and the variability
associated with such estimate.  Please provide us with the disclosure you intend
to include in future filings.

We will include the following disclosure in the Critical Accounting Policy section
of our Form 10-Q for the three months ended March 31, 2008, and in future filings
as appropriate.  The disclosure below replicates the footnote disclosure
we provided to you in our response of April 18, 2008 to Comment 2, but also includes
the requested sensitivity analysis.

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 is 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.  A 10% change in either the number of projected claims or the
average cost per claim would increase or decrease the estimated liability at
December 31, 2007 by $20.  A 10% increase or decrease in these two factors at
the same time would increase or decrease the estimated liability at December 31, 2007
by $42 and $38, respectively.

2.
We note your responses to comments 3 – 7 in
our letter dated April 7, 2008, including the additional disclosures you intend
to include in future filings.  There continues to be a concern that these additional
disclosures will not provide investors with sufficient information to understand
(a) the basis for your conclusion that the recoverability of goodwill was not a
material uncertainty when your September 30, 2007 Form 10-Q was filed; (b) the
material factors that led you to conclude that goodwill may be impaired subsequent
to October 31, 2007; and (c) the material  changes in the assumptions used in your
valuation techniques that led to the $103 million goodwill impairment charge.
As previously noted, the $103 million goodwill impairment charge materially impacted
stockholders’ 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.  As such, you should provide investors with substantive and informative
disclosures that fully explain the  charge.  As such, please revise the disclosures
you intend to include in future filings to fully address each of the following points:

•
A detailed discussion of all material factors that
led to the impairment charge.  At a minimum:

»
Disclose the European metal vacuum food closures’
operating results for each period presented.  Explain that fiscal year 2007 segment
income for the European metal vacuum food closures reporting unit was projected
to [be] $16 million; however, actual segment income was only $6 million.  Such
discussion should explain why the lower results were completely unexpected.

»
Disclose the four factors that led to the unexpected
shortfall including when each factor was  first identified.  For example, specifically
state when during fiscal year 2007 the major customer lowered its sales unit volume
allocations to the European metal vacuum food closures reporting unit.

»
Explain to investors why you believed these four
factors were temporary as of October 31, 2007.

»
Explain the specific circumstances that occurred
during the fiscal year2008 budget and strategic plan process that led you to believe
that the lower than expected sales unit volume from a major customer and the selling
price increases that were not covering cost increases were no longer temporary,
but rather long term in nature.  In this regard, please include specific reasons
as to why you are at a competitive disadvantage as compared to your competitors
such that you believe that you will be unable in the long term to replace the lower
sales unit value from either this major customer and/or other customers.  As  you
noted in your response letter, “[i]t 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.”  Without
such disclosure, investors may not understand why you would not be able to replace
the decreased volume for this same reason.  Also, since goodwill impairment tests
are based on long term projections, it is unclear why decreased volume for one
fiscal year necessarily results in decreased  volume in subsequent fiscal years.
Please also address this same issue for the product pricing portion.

•
A detailed discussion of the changes in assumptions
for each of the methods used to estimate the fair value of the European metal vacuum
food closures reporting unit.  Specifically, disclose the material assumptions
included in each valuation model used to estimate the fair value of the reporting
unit for the impairment test performed as of the fourth quarter of 2007 and 2006.
In this regard, we note from your response to comment 7 in our letter dated April 2, 2008
that you use the comparable business method, the comparable transactions method
and the discounted cash flows method to estimate the fair value of your  reporting units.
As such, your disclosure should provide quantitative information for the material
assumptions used in your method in addition to disclosing how you weight each method
to arrive at a fair value amount for the reporting unit.  Refer to comment 6 in our
letter dated April 2, 2008 for a more detailed discussion of this point.

•
A discussion of management’s thoughts on the
European metal vacuum food closures reporting unit’s future operating results
subsequent to the impairment charge.  Also include a discussion of management’s
 future plans for this reporting unit.

•
The carrying value of the remaining assets for this
reporting unit subsequent to the goodwill impairment charge.

Refer to Sections 216, 501.02, 501.12.b.3, and 501.14 of the Financial Reporting
Codification and SAB Topic 5:P.4 for guidance.

We will include the following disclosure in the Critical Accounting Policy section
of our Form 10-Q for the three months ended March 31, 2008, and in future filings as appropriate.

During the fourth quarter of 2007, the Company recorded a goodwill impairment
charge of $103 in its European metal vacuum food closures business due to a decrease
in projected operating results.  The European metal vacuum food closures business
is included within the Company’s European Food segment.  The segment income
of the business was $6, $14 and $17 for the years ended December 31, 2007, 2006
and 2005, respectively, and as of the end of 2006, the Company was projecting 2007
segment income of $16.

The decrease in 2007 segment income, compared to 2006 results and the Company’s
2007 projections, was primarily due to lower sales unit volumes, an inability to
recover cost increases through increased selling prices, and, to a lesser extent,
increased costs due to a temporary disruption from the relocation of certain operations
during the first half of 2007.  The relocation of operations is complete and the
related excess costs incurred in 2007 are not expected to recur in future years.

In its projections for 2007, the Company expected to see some pressure on
selling prices based on preliminary discussions with its customers, but believed
it could compensate for these losses through increased sales unit volumes that
could be obtained from existing or new customers throughout the year.  However,
due to aggressive pricing by certain of the Company’s competitors (an effort
to maintain or increase their sales unit volumes), the Company was unable to increase
volumes for 2007 as allocations were finalized during the first two quarters.  In
addition to the effect on the Company sales unit volumes, the competitive situation
also depressed selling prices throughout the year beyond the Company’s expectations.
The aggressive pricing policies evident in 2007 were unexpected in a business that
 had consistent segment income and relatively stable selling prices in recent years.
As of October 31, 2007, it was management’s judgment that the adverse competitive
situation was temporary based on its understanding of the competitive market at
that time.  However, at the conclusion of the 2008 budget process, which occurred
at the end of 2007 only after initial discussions with existing and potential customers
related to 2008
pricing and volumes, management concluded that the depressed selling prices and
competition for sales volume would likely continue, and that 2008 segment income was unlikely to
 improve.  Due to this second consecutive year of reduced segment income, and
absent any evidence to the contrary, the Company determined that it was appropriate
to assume similar results for its projections used to calculate the estimated fair
value of the reporting unit at the end of 2007.  As of December 31, 2007, the European
metal vacuum food closures business had $68 of remaining carrying value including
$19 of goodwill.

The Company believes segment income in the European metal vacuum food closures
business will improve only when, and if, selling prices in the market increase
 or the Company is able to significantly increase its current sales
unit volumes.  The Company is attempting to reduce costs in the business through
manufacturing efficiencies and manpower reductions, while also seeking to improve
sales price and volume by supplying a quality product and technical support in a
competitive market environment.  The Company is unable to predict at this time whether
these initiatives will be successful or whether and to what extent such initiatives
will reduce costs and improve sales volumes and pricing.

Estimated fair value for the European metal vacuum food closures business
was calculated in the fourth quarters of 2007 and 2006 using the methodology outlined
above.  The results achieved using the market value and discounted cash flow projections
were weighted evenly as the Company believes they have an equal probability of
providing an appropriate fair value. Weighting the two methods in any other proportion
would not have had any effect on the 2006 impairment review as any combination would
have resulted in an estimated fair value in excess of carrying value.  For the 2007
impairment review, the maximum potential effect of weighting the two methods other
than equally would have been to increase or decrease the impairment charge by $5.
The primary assumptions used included EBITDA multiples of 8.0 times and 7.5 times,
and discount rates of 8.75% and 7.0%, as of December 31, 2007 and 2006, respectively.
The increases in the EBITDA multiple and discount rate used in 2007 compared to 2006
were due to increases in the market values and weighted average cost of capital of
companies in the packaging industry from 2006 to 2007.  The primary cause of the
impairment charge in 2007 was a decrease in projected operating results as described
above, as the net effect of the assumed multiple and discount rate changes was not
significant.

3.
As previously requested in comment 7 in our letter
dated April 7, 2008, please provide us with  the disclosure you intend to include
in future filings that addresses the disclosures requested in  comment 6 in our letter
dated April 7, 2008 for reporting units with fair values that are not materially
different from the carrying values.  In this regard, it appears that one of your
 reporting units, other than the European metal vacuum food closures reporting unit,
has a fair  value that does not materially exceed the carrying value.  If you disagree
with this assessment, please provide us with a detailed explanation as to why you
believe the fair value of the reporting  unit materially exceeds its carrying value
and such disclosures would not materially impact an investor’s decision regarding
your common stock.  Refer to Sections 216, 501.02, 501.12.b.3, and  501.14 of the
Financial Reporting Codification and SAB Topic 5:P.4 for guidance.

We will include the following disclosure in the Critical Accounting Policy section
of our Form 10-Q for the three months ended March 31, 2008,