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    sec_response2009may.htm

    May 26,
2009

    VIA
EDGAR

    Mr.
Terence O’Brien

    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, 2008

           Filed
February 27, 2009

           File
No. 0-50189

    Dear Mr.
O’Brien:

    Crown
Holdings, Inc. is responding to the comments raised in your letter
dated May 11, 2009 regarding Crown’s Form 10-K for the fiscal year ended
December 31, 2008. For your convenience, the comments are included in this
letter in italic face type and are followed by the applicable
response.

    Form
10-K for the year ended December 31, 2008

    Item
3. Legal Prooceedings, page 21

              1.

              We
      note your response to comment 3 in our letter dated March 26, 2009.
      However, disclosure regarding the releif sought is required under Item 103
      of Regulation S-K.  We would not object if you include language
      similar to the last paragraph of your response to this comment in your
      future disclosure.  Therefore, please provide this information in
      future filings.

                    We
      will include disclosure similar to the following in future filings
      beginning with our Form 10-Q for the six months ended June 30,
      2009.

                    Of
      the 50,000 claims outstanding at the end of 2008, approximately 96% were
      filed by plaintiffs who do not claim a specific amount of damages or claim
      a minimum amount as established by court rules relating to jurisdiction;
      approximately 2% were filed by plaintiffs who claim damages of less than
      $5 million; approximately 2% were filed by plaintiffs who claim damages
      from $5 million to less than $100 million (90% of whom claim damages from
      $10 million to less than $25 million) and one was filed by a plaintiff who
      claims damages of $111
      million.

        Crown
acknowledges that:

                  •

                  Crown
      is responsible for the adequacy and accuracy of the disclosure in Crown’s
      filings;

                  •

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

                  •

                  Crown
      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.

        If you
have any questions regarding this letter, please contact Thomas A. Kelly, Senior
Vice President and Corporate Controller, at 215.698.5341.

                    Crown
      Holdings, Inc.

                    /s/ Thomas A. Kelly

                    Thomas
      A. Kelly

                    Senior
      Vice President and Corporate
Controller

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