SecProbe.io

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 CROWN HOLDINGS, INC.
 14025 Riveredge Drive, Suite 300
 Tampa, Florida 33637 Telephone:
(215) 698-5100 January 26, 2026
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549 Filing Desk

 Re:
 Crown Holdings, Inc.
 Registration Statement on Form S-4
 File No. 333-291765
 Ladies and Gentlemen: Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-captioned Registration Statement on Form S-4 (the
“ Registration Statement ”) for Crown Holdings, Inc., Crown Americas LLC, and the guarantors named in the Registration Statement (collectively, the “ Registrants ”) so that such Registration Statement will become
effective as of 2:00 P.M. (New York City time) on January 29, 2026, or as soon thereafter as practicable. The Registrants hereby
acknowledge that: 1. should the Securities and Exchange Commission (the “ Commission ”) or the staff, acting pursuant to
delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;
 2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Registrants of their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
 3. the Registrants may not assert the declaration of effectiveness of the Registration Statement by the Commission or the staff as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 CROWN HOLDINGS, INC.

 /s/ Kevin C. Clothier

 Name:  Kevin C. Clothier

 Title:   Senior Vice President and Chief Financial Officer
 [ Signature Page to the Acceleration Request ]

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 CROWN HOLDINGS, INC.
 14025 Riveredge Drive, Suite 300
 Tampa, Florida 33637 Telephone:
(215) 698-5100 January 23, 2026
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549 Filing Desk

 Re:
 Crown Holdings, Inc.
 Withdrawal of Request for Acceleration of Registration Statement on Form S-4
 File No. 333-291765
 Ladies and Gentlemen: Crown Holdings, Inc. (the
“ Company ”) hereby withdraws its request, dated January 21, 2026, that the Registration Statement on Form S-4 (File No. 333-291765) (the
“ Registration Statement ”) become effective on Friday, January 23, 2026, at 2:00 p.m., New York City time, or as soon thereafter as practicable. The Company is no longer requesting that the Registration Statement be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date. If you have any questions
regarding the foregoing, please contact our counsel, Ian Hartman of Dechert LLP at (215) 994-2277.

 Sincerely,
 CROWN HOLDINGS, INC.

 /s/ Kevin C. Clothier

 Name: Kevin C. Clothier Title: Senior Vice
President and Chief Financial Officer
 [ Signature Page to the Acceleration Request Withdrawal ]

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 CROWN HOLDINGS, INC.
 14025 Riveredge Drive, Suite 300
 Tampa, Florida 33637 Telephone:
(215) 698-5100 January 21, 2026
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549 Filing Desk

 Re:
 Crown Holdings, Inc.
 Registration Statement on Form S-4
 File No. 333-291765
 Ladies and Gentlemen: Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-captioned Registration Statement on Form S-4 (the
“ Registration Statement ”) for Crown Holdings, Inc., Crown Americas LLC, and the guarantors named in the Registration Statement (collectively, the “ Registrants ”) so that such Registration Statement will become
effective as of 2:00 P.M. (New York City time) on January 23, 2026, or as soon thereafter as practicable. The Registrants hereby
acknowledge that: 1. should the Securities and Exchange Commission (the “ Commission ”) or the staff, acting pursuant to
delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;
 2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Registrants of their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
 3. the Registrants may not assert the declaration of effectiveness of the Registration Statement by the Commission or the staff as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 CROWN HOLDINGS, INC.

 /s/ Kevin C. Clothier

 Name: Kevin C. Clothier

 Title:  Senior Vice President and Chief Financial Officer
 [ Signature Page to the Acceleration Request ]

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 CROWN AMERICAS LLC
 c/o Crown Holdings, Inc. 14025
Riveredge Drive, Suite 300 Tampa, FL 33637 USA
 Telephone: (215) 698-5100
 November 25, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, DC 20549
 Filing Desk CROWN Americas LLC
 Registration Statement on Form S-4
 (File No. 333-291765)
 Ladies and Gentlemen: This letter is provided
in connection with the Registration Statement on Form S-4, File No. 333-291765 (the “ Registration Statement ”), of CROWN Americas LLC, a
Pennsylvania limited liability company (the “ Issuer ”), Crown Holdings, Inc., a Pennsylvania corporation (“ Crown Holdings ”), and the guarantors listed on Schedule A hereto (together with Crown Holdings,
the “ Guarantors ”). Upon the effectiveness of the Registration Statement, the Issuer and the Guarantors propose to offer to exchange an aggregate principal amount of up to $700,000,000 of the Issuer’s 5.875% Senior Notes due
2033 (the “ Exchange Notes ”) and the guarantees thereof by the Guarantors, for a like aggregate principal amount of the Issuer’s outstanding 5.875% Senior Notes due 2033 (the “ Initial Notes ”) and the
guarantees thereof by the Guarantors, upon the terms and subject to the conditions set forth in the exchange offer prospectus contained in the Registration Statement.
 The Issuers are registering the exchange offer in reliance on the staff’s position enunciated in Exxon Capital Holdings Corp.
(avail. May 13, 1988) (the “ Exxon Capital Letter ”). Please be advised that the Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer
and, to the best of the Issuer’s information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in and has no
arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Issuer will make each person participating in the exchange offer aware that if such person is participating in the exchange
offer for the

purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and
(ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), in connection with a secondary resale transaction, and must be identified as an
underwriter in the prospectus. The Issuer acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration
statement containing the selling security holder information required by Item 507 of Regulation S-K.
 In addition, the Issuer will (i) make each person participating in the exchange offer aware (through the exchange offer prospectus) that
any broker-dealer who holds Initial Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Initial Notes pursuant to the exchange offer, may be a
statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to
participate in the exchange offer provisions to the following effect: If the undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the Issuer or an affiliate of
the Issuer to distribute the Exchange Notes and (2) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 Very truly yours,

 CROWN AMERICAS LLC

 By:

 /s/ David A. Beaver

 Name: David A. Beaver

 Title: Vice President and Treasurer

 Schedule A
 Guarantors

 Crown Holdings, Inc.

 CROWN Beverage Packaging Puerto Rico, Inc.

 Crown Consultants, Inc.

 Crown Cork & Seal Company (DE), LLC

 Crown Cork & Seal Company, Inc.

 Crown Financial Corporation

 Crown International Holdings, LLC

 CROWN Packaging Technology, Inc.

 Foreign Manufacturers Finance Corporation

 CROWN Cork & Seal USA, Inc.

 CR USA, Inc.

 Crown Beverage Packaging, LLC

 Crown Beverage Holdings, Inc.

 Signode Industrial Group LLC

 Signode Pickling Holding LLC

 Signode US IP Holdings LLC

 Signode Industrial Group US Inc.

 Signode Industrial Group Holdings US Inc.

 Signode International IP Holdings LLC

 Simplimatic Engineering Holdings LLC

 Simplimatic Automation LLC

 SEH Real Estate Holdings LLC

 SE International Holdings LLC

 SE International Holdings II LLC

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 CROWN HOLDINGS, INC.

770 Township Line Road

 Yardley, PA
19067

 Telephone: (215) 698-5100

December 1, 2022

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Filing Desk

Re:
 Crown Holdings, Inc.

Registration Statement on Form S-4

File No. 333-268350

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-captioned Registration Statement on Form S-4 (the
“Registration Statement”) for Crown Holdings, Inc., Crown Americas LLC, and the guarantors named in the Registration Statement (collectively, the “Registrants”) so that such Registration Statement will become
effective as of 2:00 P.M. (New York City time) on December 5, 2022, or as soon thereafter as practicable.

 The Registrants hereby
acknowledge that:

 1. should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;

2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Registrants of their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

3. the Registrants may not assert the declaration of effectiveness of the Registration Statement by the Commission or the staff as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CROWN HOLDINGS, INC.

 /s/ Kevin C. Clothier

Name: Kevin C. Clothier

Title:   Senior Vice President and CFO

 [Signature Page to the Acceleration Request]

United States securities and exchange commission logo
November 25, 2022
Adam Dickstein
Senior VP, General Counsel & Corporate Secretary
CROWN HOLDINGS INC
770 Township Line Road
Yardley, PA 19067
Re:CROWN HOLDINGS INC
Registration Statement on Form S-4
Filed November 14, 2022
File No. 333-268350
Dear Adam Dickstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 CROWN AMERICAS LLC

c/o Crown Holdings, Inc.

 770
Township Line Road

 Yardley, PA 19067 USA

Telephone: (215) 698-5100

November 15, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Filing Desk

 CROWN Americas LLC

Registration Statement on Form S-4

(File No. 333-268350)

Ladies and Gentlemen:

 This letter is provided
in connection with the Registration Statement on Form S-4, File No. 333-268350 (the “Registration Statement”), of CROWN Americas LLC, a Pennsylvania
limited liability company (the “Issuer”), Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), and the guarantors listed on Schedule A hereto (together with Crown Holdings, the
“Guarantors”). Upon the effectiveness of the Registration Statement, the Issuer and the Guarantors propose to offer to exchange an aggregate principal amount of up to $500,000,000 of the Issuer’s 5.250% Senior Notes due 2030
(the “Exchange Notes”) and the guarantees thereof by the Guarantors, for a like aggregate principal amount of the Issuer’s outstanding 5.250% Senior Notes due 2030 (the “Initial Notes”) and the guarantees
thereof by the Guarantors, upon the terms and subject to the conditions set forth in the exchange offer prospectus contained in the Registration Statement.

The Issuers are registering the exchange offer in reliance on the staff’s position enunciated in Exxon Capital Holdings Corp.
(avail. May 13, 1988) (the “Exxon Capital Letter”). Please be advised that the Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer
and, to the best of the Issuer’s information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in and has no
arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Issuer will make each person participating in the exchange offer aware that if such person is participating in the exchange
offer for the

purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and
(ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction, and must be identified as an
underwriter in the prospectus. The Issuer acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration
statement containing the selling security holder information required by Item 507 of Regulation S-K.

In addition, the Issuer will (i) make each person participating in the exchange offer aware (through the exchange offer prospectus) that
any broker-dealer who holds Initial Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Initial Notes pursuant to the exchange offer, may be a
statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to
participate in the exchange offer provisions to the following effect:

 If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the Issuer or
an affiliate of the Issuer to distribute the Exchange Notes and (2) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

CROWN AMERICAS LLC

By:

/s/ David A. Beaver

Name: David A. Beaver

Title: Vice President and Treasurer

 Schedule A

Guarantors

Crown Holdings, Inc.

CROWN Beverage Packaging Puerto Rico, Inc.

Crown Consultants, Inc.

Crown Cork & Seal Company (DE), LLC

Crown Cork & Seal Company, Inc.

Crown Financial Corporation

Crown International Holdings, Inc.

CROWN Packaging Technology, Inc.

Foreign Manufacturers Finance Corporation

CROWN Cork & Seal USA, Inc.

CR USA, Inc.

Crown Beverage Packaging, LLC

Crown Beverage Holdings, Inc.

Signode Industrial Group LLC

Signode Pickling Holding LLC

Signode US IP Holdings LLC

Signode Industrial Group US Inc.

Signode Industrial Group Holdings US Inc.

Signode International IP Holdings LLC

Simplimatic Engineering Holdings, LLC

Simplimatic Automation LLC

SEH Real Estate Holdings LLC

SE International Holdings LLC

SE International Holdings II LLC

United States securities and exchange commission logo
November 8, 2021
Thomas A. Kelly
Chief Financial Officer
Crown Holidings, Inc.
770 Township Line Road
Yardley, PA 19067-4232
Re:Crown Holidings, Inc.
Form 10-K for the Year Ended December 31, 2020
Form 8-K furnished July 19, 2021
File No. 000-50189
Dear Mr. Kelly:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Document

November 2, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F. Street

Washington, D.C.  20549

                Re:          Crown Holdings, Inc.

                                Form 10-K for the Year Ended December 31, 2020

                                Form 8-K furnished July 19, 2021

                                File No. 000-50189

Dear Ms. Clark and Mr. Woody:

Crown Holdings, Inc. (the “Company”) is responding to the comments raised in your letter dated October 21, 2021.  For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 8-K furnished July 19, 2021

Exhibit 99, page 1

1.We note that your earnings release discloses “Pro Forma” Adjusted EBITDA, which appears to represent a non-GAAP measure that adds back the results of discontinued operations.  Please tell us why you believe this presentation is meaningful to an investor.  In addition, please explain to us how you considered the guidance in Question 100.04 in the updated Compliance and Disclosure Interpretations related to the use of individually tailored recognition and measurement methods.

Response:

The Company has historically provided a calculation of its adjusted net leverage ratio in its quarterly earnings release, along with reconciliations of the numerator (net debt) and denominator (adjusted EBITDA) used in calculating the ratio to the relevant GAAP measures.  The Company believes its adjusted net leverage ratio provides a meaningful measure of liquidity and a useful basis for assessing the Company’s ability to fund its activities.

During the second quarter of 2021, the Company entered into an agreement to sell its European Tinplate business (the “Business”).  Accordingly, the assets and liabilities of the Business were presented as held for sale and the results of operation were reported as discontinued operations beginning with the quarterly period ended June 30, 2021.  The Company did not receive the proceeds from the sale of the Business until the completion of the sale transaction in the third quarter.

As of June 30, 2021, had the adjusted net leverage ratio been calculated using amounts as presented in the Company’s financial statements and consistent with previous presentations, net debt used in the numerator would not have reflected the impact of the transaction because the proceeds had not been received, while adjusted EBITDA used in the denominator would have been calculated as if the Business had already been sold. Therefore, to provide a meaningful calculation of the adjusted net leverage ratio as of June 30, 2021, the Company added back the EBITDA associated with the Business so that the numerator and denominator used in the ratio were on a comparable, pre-sale basis.  The Company’s pro forma calculation included a footnote stating that the amounts used in the calculation were presented as if the Business was not reported as discontinued operations.

The Company’s earnings release for the third quarter ended September 30, 2021 did not include a similar pro forma calculation as the sale transaction had closed, the sale proceeds had been received, and the amounts used to calculate the numerator and denominator were presented on a consistent basis in the Company’s financial statements.

If you have any questions regarding this letter, please contact Thomas A. Kelly, Sr. Vice President and Chief Financial Officer at 215-698-5341.

   Crown Holdings, Inc.

   /s/ Thomas A. Kelly

   Thomas A. Kelly

   Sr. Vice President & Chief Financial Officer

United States securities and exchange commission logo
October 21, 2021
Thomas A. Kelly
Chief Financial Officer
Crown Holidings, Inc.
770 Township Line Road
Yardley, PA 19067-4232
Re:Crown Holidings, Inc.
Form 10-K for the Year Ended December 31, 2020
Form 8-K furnished July 19, 2021
File No. 000-50189
Dear Mr. Kelly:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise 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 why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K furnished July 19, 2021
Exhibit 99, page 1
1.We note that your earnings release discloses “Pro Forma” Adjusted EBITDA, which
appears to represent a non-GAAP measure that adds back the results of discontinued
operations.   Please tell us why you believe this presentation is meaningful to an investor.
In addition, please explain to us how you considered the guidance in Question 100.04 in
the updated Compliance and Disclosure Interpretations related to the use of individually
tailored recognition and measurement methods.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameThomas A. Kelly
 Comapany NameCrown Holidings, Inc.
 October 21, 2021 Page 2
 FirstName LastName
Thomas A. Kelly
Crown Holidings, Inc.
October 21, 2021
Page 2
            You may contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 CROWN HOLDINGS, INC.

770 Township Line Road

 Yardley, PA
19067

 Telephone: (215) 698-5100

December 14, 2018

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Filing Desk

Re:
 Crown Holdings, Inc.

 Registration Statement on Form S-4

 File No. 333-228692

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-captioned Registration Statement on Form S-4 (the
“Registration Statement”) for Crown Holdings, Inc., Crown Americas LLC, Crown Americas Capital Corp. VI and the guarantors named in the Registration Statement (collectively, the “Registrants”) so that such
Registration Statement will become effective as of 2:00 P.M. (New York City time) on December 18, 2018, or as soon thereafter as practicable.

The Registrants hereby acknowledge that:

1. should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;

2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Registrants of their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

3. the Registrants may not assert the declaration of effectiveness of the Registration Statement by the Commission or the staff as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CROWN HOLDINGS, INC.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:    Vice President and Treasurer

December 13, 2018
David A. Beaver
Vice President and Corporate Controller
Crown Holdings, Inc.
770 Township Line Road
Yardley, PA 19067
Re:Crown Holdings, Inc.
Registration Statement on Form S-4
Filed December 6, 2018
File No. 333-228692
Dear Mr. Beaver:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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 CROWN AMERICAS LLC

CROWN AMERICAS CAPITAL CORP. VI

c/o Crown Holdings, Inc.

 770
Township Line Road

 Yardley, PA 19067 USA

Telephone: (215) 698-5100

December 6, 2018

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Filing Desk

 CROWN Americas LLC

Crown Americas Capital Corp. VI

 Registration Statement on Form S-4

 (File
No. 333-                )

Ladies and Gentlemen:

 This letter is provided
in connection with the Registration Statement on Form S-4, File No. 333-            (the
“Registration Statement”), of CROWN Americas LLC, a Pennsylvania limited liability company (“CROWN Americas”), Crown Americas Capital Corp. VI, a Delaware corporation (“Crown Americas Capital VI,”
and together with CROWN Americas, the “Issuers”), Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), and the guarantors listed on Schedule A hereto (together with Crown Holdings, the
“Guarantors”). Upon the effectiveness of the Registration Statement, the Issuers and the Guarantors propose to offer to exchange an aggregate principal amount of up to $875,000,000 of the Issuers’ 4.75% Senior Notes due 2026
(the “Exchange Notes”) and the guarantees thereof by the Guarantors, for a like aggregate principal amount of the Issuers’ outstanding 4.75% Senior Notes due 2026 (the “Initial Notes”) and the guarantees
thereof by the Guarantors, upon the terms and subject to the conditions set forth in the exchange offer prospectus contained in the Registration Statement.

The Issuers are registering the exchange offer in reliance on the staff’s position enunciated in Exxon Capital Holdings Corp.
(avail. May 13, 1988) (the “Exxon Capital Letter”). Please be advised that the Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer
and, to the best of the Issuers’ information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in and has no
arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Issuers will make each person

participating in the exchange offer aware that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the
staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities
Act”), in connection with a secondary resale transaction, and must be identified as an underwriter in the prospectus. The Issuers acknowledge that such a secondary resale transaction by such person participating in the exchange offer for
the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

In addition, the Issuers will (i) make each person participating in the exchange offer aware (through the exchange offer prospectus) that
any broker-dealer who holds Initial Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Initial Notes pursuant to the exchange offer, may be a
statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to
participate in the exchange offer provisions to the following effect:

 If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the Issuers
or an affiliate of the Issuers to distribute the Exchange Notes and (2) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

CROWN AMERICAS LLC

CROWN AMERICAS CAPITAL CORP. VI

By:

/s/ Kevin C. Clothier

Kevin C. Clothier

Vice President and Treasurer

 Schedule A

Guarantors

 CROWN Beverage Packaging Puerto Rico,
Inc.

 Crown Consultants, Inc.

 Crown Cork & Seal
Company (DE), LLC

 Crown Cork & Seal Company, Inc.

Crown Financial Corporation

 Crown International Holdings, Inc.

 CROWN Packaging Technology, Inc.

 Foreign Manufacturers
Finance Corporation

 CROWN Cork & Seal USA, Inc.

 CR
USA, Inc.

 Crown Beverage Packaging, LLC

 Kiwiplan Inc.

Package Design and Manufacturing, Inc.

 Signode Industrial Group
LLC

 Signode Pickling Holding LLC

 Signode US IP Holdings LLC

 Signode Industrial Group US Inc.

 Signode Industrial Group
Holdings US Inc.

 Signode International IP Holdings LLC

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Acceleration Request

 CROWN HOLDINGS, INC.

One Crown Way

 Philadelphia, PA
19154

 Telephone: (215) 698-5100

July 12, 2017

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Mail Stop 3561

Re:
Crown Holdings, Inc.

 Registration Statement on Form S-4

 (File
No. 333-218361)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the
effective date of the above-captioned Registration Statement on Form S-4 (the “Registration Statement”) for Crown Holdings, Inc., CROWN Americas LLC, Crown Americas Capital Corp. V and the
guarantors named in the Registration Statement (collectively, the “Registrants”) so that such Registration Statement will become effective as of 2:00 P.M. (New York City time) on July 14, 2017, or as soon thereafter as
practicable.

 The Registrants hereby acknowledge that:

1. should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;

2. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Registrants of their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

3. the Registrants may not assert the declaration of effectiveness of the Registration Statement by the Commission or the staff as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

CROWN HOLDINGS, INC.

 /s/ Kevin Clothier

Name: Kevin Clothier

Title:   Vice President and Treasurer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

       June 1 , 2017

Via E-Mail
Mr. Djalma Novaes, Jr.
Presi dent
Crown Holdings, Inc.
1 Crown Way
Philadelphia, PA 19154

 Re: Crown Holdings , Inc.
  Registration  Statement on Form S -4
  Filed May 31 , 2017
  File No. 333 -218361

Dear Mr. Novaes :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absen ce of action by the staff.

 You may contact  Edward M. Kelly, Senior  Counsel,  at (202) 551 -3728  with any
questions .

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing and Construction

cc: Via E-Mail
 William G. Lawlor, Esq.
 Ian A. Hartman, Esq.

Mr. Djalma Novaes, Jr.
Crown Holdings, Inc.
June 1 , 2017
Page 2

  Dechert LLP
 Cira Center
 2929 Arch Street
 Philadelphia, PA 19104

CORRESP
1
filename1.htm

CORRESP

 CROWN AMERICAS LLC

CROWN AMERICAS CAPITAL CORP. V

c/o Crown Holdings, Inc.

 One Crown
Way

 Philadelphia, PA 19154

Telephone: (215) 698-5100

May 31, 2017

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Mail Stop: 3561

 CROWN Americas LLC

Crown Americas Capital Corp. V

 Registration Statement on Form
S-4

 (File No. 333-            )

Ladies and Gentlemen:

 This letter is provided
in connection with the Registration Statement on Form S-4, File No. 333-             (the “Registration Statement”), of CROWN Americas LLC, a Pennsylvania limited
liability company (“CROWN Americas”), Crown Americas Capital Corp. V, a Delaware corporation (“Crown Americas Capital V,” and together with CROWN Americas, the “Issuers”), Crown Holdings, Inc., a
Pennsylvania corporation (“Crown Holdings”), and the guarantors listed on Schedule A hereto (together with Crown Holdings, the “Guarantors”). Upon the effectiveness of the Registration Statement, the Issuers
and the Guarantors propose to offer to exchange an aggregate principal amount of up to $400,000,000 of the Issuers’ 4.25% Senior Notes due 2026 (the “Exchange Notes”) and the guarantees thereof by the Guarantors, for a like
aggregate principal amount of the Issuers’ outstanding 4.25% Senior Notes due 2026 (the “Initial Notes”) and the guarantees thereof by the Guarantors, upon the terms and subject to the conditions set forth in the exchange offer
prospectus contained in the Registration Statement.

 The Issuers are registering the exchange offer in reliance on the staff’s
position enunciated in Exxon Capital Holdings Corp. (avail. May 13, 1988) (the “Exxon Capital Letter”). Please be advised that the Issuers have not entered into any arrangement or understanding with any person to
distribute the Exchange Notes to be received in the exchange offer and, to the best of the Issuers’ information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and
is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in

the distribution of the Exchange Notes. In this regard, the Issuers will make each person participating in the exchange offer aware that if such person is participating in the exchange offer for
the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with registration and prospectus
delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction, and must be identified as an underwriter in the prospectus. The Issuers acknowledge that such
a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required
by Item 507 of Regulation S-K.

 In addition, the Issuers will (i) make each person participating in the exchange offer aware
(through the exchange offer prospectus) that any broker-dealer who holds Initial Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Initial
Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) include in the transmittal letter to
be executed by an exchange offeree in order to participate in the exchange offer provisions to the following effect:

 If the undersigned
is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any
arrangement or understanding with the Issuers or an affiliate of the Issuers to distribute the Exchange Notes and (2) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

CROWN AMERICAS LLC

CROWN AMERICAS CAPITAL CORP. V

By:

/s/ Kevin Clothier

Kevin Clothier

Vice President and Treasurer

 Schedule A

Guarantors

 CROWN Beverage Packaging, LLC

CROWN Beverage Packaging Puerto Rico, Inc.

 Crown Consultants,
Inc.

 Crown Cork & Seal Company (DE), LLC

 Crown
Cork & Seal Company, Inc.

 CROWN Cork & Seal USA, Inc.

Crown Financial Corporation

 Crown International Holdings, Inc.

 CROWN Packaging Technology, Inc.

 CR USA, Inc.

Foreign Manufacturers Finance Corporation

CORRESP
1
filename1.htm

		Document

May 19, 2017

VIA EDGAR

Terence O'Brien

Accounting Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549-4631

Re:    Crown Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 24, 2017

File No.  000-50189

Dear Mr. O'Brien:

Crown Holdings, Inc. ("we," "Crown" or the "Company") is responding to the comments raised in your letter dated May 9, 2017 regarding Crown's Form 10-K for the fiscal year ended December 31, 2016.  For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2016

General

1.

 You stated in your letter to us dated July 1, 2014 that you sold products in Sudan and Syria, countries which are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls.  Your Form 10-K does not include disclosure about any contacts with Sudan and Syria,  Please describe to us the nature and extent of your past, current and anticipated contacts with Sudan and Syria since the referenced letter, whether through subsidiaries, joint ventures or other direct or indirect arrangements.  You should describe any goods or services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of those countries or entities they control.

Page 2

2.

 Please discuss for us the materiality of the contacts with Sudan and Syria you describe in response to the comment above and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets and liabilities for the last three fiscal years and subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value.  Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. designated state sponsors of terrorism.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan or Syria.

As permitted by U.S. laws and regulations, non-U.S. subsidiaries of Crown have sold beverage cans and closures to private businesses in Sudan and Syria. These sales were conducted in accordance with U.S. economic sanctions and export control laws. Crown has training programs and compliance policies and procedures to ensure that (1) no U.S. persons facilitate sales to embargoed countries or individuals on the U.S. Treasury Department’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals list, (2) if applicable, no U.S. content goes to embargoed countries or individuals on OFAC’s Specially Designated Nationals list and (3) all such sales comply with the requirements of applicable U.S. laws and regulations including those of OFAC.

To the best of our knowledge, Crown and its subsidiaries have had no agreements, arrangements or other contacts, directly or indirectly, with the governments of Sudan or Syria or entities they control.

From a quantitative standpoint, sales to Sudan and Syria are not material to Crown’s results of operations.  In 2014, 2015, 2016 and the first quarter of 2017, Crown had net worldwide customer sales of $9.1 billion, $8.8 billion, $8.3 billion and $1.9 billion.  Sales to Sudan and Syria during these same periods were approximately as follows:

Net Customer Sales to Sudan and Syria

 (USD millions)

 2014

 2015

 2016

 Q1 2017

Sudan

 $

 3.0

 $

 5.8

 $

 3.9

 $

 1.0

Syria

 7.3

 5.6

 8.9

 1.2

These sales accounted for a small portion of Crown’s net customer sales, as follows:

Percent of Net Customer Sales

 2014

 2015

 2016

 Q1 2017

Sudan

 0.0%

 0.1

 %

 0.0%

 0.1

 %

Syria

 0.1

 %

 0.1

 %

 0.1

 %

 0.1

 %

Page 3

While Crown and its subsidiaries have no tangible assets or liabilities located in Sudan or Syria, at any given time Crown’s non-U.S. subsidiaries may recognize an immaterial amount of customer receivables related to the above activities.

From a qualitative standpoint, these sales, in Crown’s opinion, would not be deemed important by a reasonable investor in making an investment decision.  Crown does not have any offices, employees or operations in Sudan or Syria.  The sales to Sudan and Syria were made by non-U.S. subsidiaries, as permitted under U.S. trade sanctions and export control laws.  These sales were not, to the best of Crown’s knowledge, understanding and belief, made to the governments of Sudan or Syria, to customers controlled by the governments of Sudan or Syria, or to individuals on OFAC’s Specially Designated Nationals list.  These sales consist of beverage cans and closures, which are typically used to package beverages for consumer use.  At the present time, Crown does not anticipate any changes in its operations in or contacts with Sudan or Syria as described above.

In light of these factors, Crown does not believe that a reasonable investor would deem the insignificant amounts of products sold to customers in Sudan and Syria to be quantitatively or qualitatively important in making an investment decision or perceive any reasonable risk to Crown’s reputation or share price associated with these sales.  Further, Crown's training programs and compliance policies and procedures are designed to prevent violation of applicable law and the related potential liability to investors.  Crown is aware of the various divestment initiatives regarding companies that do business in countries designated as state-sponsors of terrorism and does not believe that such divestments, if any were to occur, would have a material adverse effect on the company’s share price or its investors.

* * * *

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 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 David A. Beaver, Vice President and Corporate Controller, at (215) 698-5041.

 Crown Holdings, Inc.

 /s/  David A. Beaver

 Name:  David A. Beaver

 Title:  Vice President and Corporate Controller

May 9, 2017

Mail Stop 4631

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 February 24, 2017
File No. 0-50189

Dear Mr. Kelly :

We have reviewed your filing an d 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 these comments  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
comments apply to your facts and circumstances , please tell us why in your r esponse.

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

Form 10 -K for the Fiscal Year Ended December 31, 201 6

General

1. You stated in your letter to us dated July 1, 2014 that you sold products in Sudan and
Syria, countries which are designated by the State Department as state sponsors of
terrorism and are subject to U.S. economic sanctions and export controls.   Your Form 10 -
K does not include disclosure about any contacts with Sudan or Syria.   Please des cribe to
us the nature and extent of your past, current and anticipated contacts with Sudan and
Syria since the referenced letter, whether through subsidiaries, joint ventures or other
direct or indirect arrangements.   You should describe any goods or serv ices you have
provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements
or other contacts you have had with the governments of those countries or entities they
control.

Mr. Kelly
Crown Holdings, Inc .
May 9, 2017
Page 2

 2. Please discuss for us the materiality of the contacts wi th Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of  any associated revenues, assets and
liabilities for the last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision,  including the potential impact of corporate
activities upon a company’s reputation and share value.   Various state and municipal
governments, universities and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated wit h Sudan or Syria.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence
Jeanne Baker , Assistant Chief Accountant, at (202) 551 - 3691  or, the undersigned Accounting
Branch Chief.   You may contact Edward Kelly, Senior Counsel, at (202) 551 -3728 or, in his
absence Pamela Long, Assistant Director, at (202) 551 -3765 with legal related questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

June 30, 2016
Mail Stop 4631

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

Re: Crown Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed  February 29, 2016
File No. 0 -50189

Dear Thomas Kelly :

We have completed our review of your filing.  We remind you that our comments or changes to
disclosure in response to our comments do not foreclose the Commission from taking any action
with respect to the company or 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.  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the filing include the information the
Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
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		Document

June 21, 2016

VIA EDGAR

Terence O'Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549-4631

Re:    Crown Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No.  000-50189

Dear Mr. O'Brien:

Crown Holdings, Inc. ("we," "Crown" or the "Company") is responding to the comments raised in your letter dated June 8, 2016 regarding Crown's Form 10-K for the fiscal year ended December 31, 2015.  For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2015

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations, page 25

Critical Accounting Policies, page 35

Goodwill Impairment, page 36

1.

 We note that you have identified the European Aerosols and Specialty Packaging reporting unit as having a fair value that is not substantially in excess of the carrying value.  Please expand your disclosures to provide the following additional information to allow for an assessment of the probability of a future material impairment charge:

 •

 A discussion of the degree of uncertainty associated with the specific key assumptions; and

Page 2

 •

 A discussion of the specific facts and circumstances that could reasonably occur and result in a change in the assumptions used to estimate the fair value of each reporting unit and result in the recognition of a material impairment charge.

 Please refer to Item 303(a)(3)(ii) of Regulation S-K, Sections 216, 501.02, 501.12.b.3 and 501.14 of the Financial Reporting Codification, and SAB 5:P.4 for guidance.

In future filings, we will include disclosure similar to the following for those reporting units having a fair value that is not substantially in excess of carrying value (additions are indicated by underscored text and deletions are indicated by struck-through text).

As of December 31, 2015, the estimated fair value of the European Aerosols and Specialty Packaging reporting unit, using the methods and assumptions described above, was 23% higher than its carrying value, and the reporting unit had $100 of goodwill. The maximum potential effect of weighting the two valuation methods other than equally would have been to increase or decrease the estimated fair value by $10. Assuming all other factors remain the same, a $1 change in forecasted annual Adjusted EBITDA changes the excess of estimated fair value over carrying value by $11; a change of 0.5 in the assumed EBITDA multiple changes the excess of estimated fair value over carrying value by $5; and an increase in the discount rate from 7.5% to 8.5% decreases the excess of estimated fair value over carrying value by $15. Under each of these scenarios, the reporting unit's fair value exceeded its carrying value.

The reporting unit operates in a low-growth environment with multiple competitors, which could result in lower selling prices.  In addition, shifts in consumer demand could result in lower volumes.  While the Company believes current Adjusted EBITDA projections are reasonable, the reporting unit’s ability to maintain or grow Adjusted EBITDA could be negatively impacted by the above factors.  If Adjusted EBITDA decreased by 10%, the fair value of the reporting unit would approximate carrying value. To the extent If future operating results were to decline causing the estimated fair value to fall below carrying value, it is possible that an impairment charge of up to $100 could be recorded.

M.  Commitments and Contingent Liabilities, page 59

2.

 Please disclose the possible loss or range of loss related to FCO investigation or provide a statement, if true, that such an estimate cannot be made in accordance with ASC 450-20-50-4(b).  Please note that ASC 450-20-50-4 does not require the amount or range of reasonably possible loss to be estimated with precision or certainty.

In future filings, we will include disclosure similar to the following (additions are indicated by underscored text and deletions are indicated by struck-through text).

In March 2015, the Bundeskartellamt, or German Federal Cartel Office (“FCO”), conducted unannounced inspections of the premises of several metal packaging manufacturers, including a

Page 3

German subsidiary of the Company. The local court order authorizing the inspection cited FCO suspicions of anti-competitive agreements in the market for the supply of metal packaging products.

The FCO’s investigation is ongoing. To date, the FCO has not officially charged the Company or any of its subsidiaries with any violations of competition law. The Company has commenced an internal investigation into the matter and has discovered instances of inappropriate conduct by certain employees of German subsidiaries of the Company. The Company is cooperating with the FCO and submitted a leniency application which disclosed the findings of its internal investigation to date and which may lead to the reduction of penalties that the FCO may impose. If the FCO finds that the Company or any of its subsidiaries violated competition law, the FCO has wide discretion to levy fines. At this stage of the investigation the Company believes that a loss is probable. However, Tthe Company is unable to predict the ultimate outcome of the FCO’s investigation and is unable to estimate the loss or possible range of any additional losses that could be incurred, which could be material to the Company’s operating results and cash flows for the periods in which they are resolved or become reasonably estimable.

Liquidity and Capital Resources, page 39

3.

 Please provide a discussion and analysis for the significant increase in inventories' turnover days for the first quarter of fiscal 2016 as compared to the first quarter of fiscal year 2015 and the fourth quarter of fiscal year 2015.  In this regard, we note that inventories is your largest current asset at $1.4 billion, or 48.7% of total current assets as of March 31, 2016.  Please also refer to comment 27 in our letter dated May 24, 2011, along with your response letter dated June 8, 2011, for additional guidance.

In future filings, we will include disclosure similar to the following to discuss the quantitative impact of seasonality and other drivers on inventory turnover days to the extent that the impact is significant.

Inventory turnover was 65 days at March 31, 2015 and 67 days at March 31, 2016.  Inventory turnover at March 31, 2016 increased compared to 54 days at December 31, 2015 due to seasonality in the Company's food and beverage can packaging businesses.  The food packaging business is seasonal with the first quarter tending to be the slowest period as the autumn packaging period in the Northern Hemisphere has ended and new crops are not yet planted.  The industry enters its busiest period in the the third quarter when the majority of fruits and vegetables in the Northern Hemisphere are harvested.  Due to this seasonality, inventory levels increase in the first half of the year to meet peak demand in the second and third quarters.  The beverage can business is also seasonal with inventory levels generally increasing in the first quarter to meet peak demand in the summer months in the Northern Hemisphere.

Page 4

Form 8-K Filed April 20, 2016

4.

 Please ensure your disclosures appropriately characterize your non-GAAP measures as operating performance measures and/or liquidity or cash flow measures.  For example, you appear to have characterized free cash flow as an operating performance measure on page 2.  However, you reconcile free cash flow from net cash used for operating activities on page 7, which indicates free cash flow is a liquidity measure.

In future filings, we will ensure that our disclosures appropriately characterize our non-GAAP measures as operating performance measures and/or liquidity or cash flow measures.  Specifically, we will modify the description of free cash flow to state that we view free cash flow as a liquidity measure.

5.

 Please expand your disclosures on page 2 to provide substantive justification specific to your circumstances as to why each non-GAAP measure presented is useful to investors in accordance with Item 10(e)(1)(i)(c) of Regulation S-K.  Please also refer to Instruction 2 to Item 2.02 of Form 8-K that indicates that the requirement of Item 10(e)(1)(i) of Regulation S-X apply to information furnished under Item 2.02 of Form 8-K and Question 102.10 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

In future filings, we will provide disclosure similar to the following (additions are indicated by underscored text and deletions are indicated by struck-through text).

The Company views segment income and free cash flow as the principal measures of performance of its operations and free cash flow as the principal measure of its liquidity.  The Company considers both of these measures in the allocation of resources. Free cash flow has certain limitations, however, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. The amount of mandatory versus discretionary expenditures can vary significantly between periods. The Company believes that adjusted net income, the adjusted effective tax rate, adjusted diluted earnings per share, and information excluding the impact of currency translation are useful in evaluating the Company’s operations as these measures are adjusted for items that affect comparability between periods. The Company believes that free cash flow provides a meaningful measure of liquidity and a useful basis for assessing the Company’s ability to fund its activities, including the financing of acquisitions, debt repayments, share repurchases or possible future dividends. Segment income, free cash flow, the adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share and information excluding the impact of currency translation are derived from the Company’s Consolidated Statements of Operations and Cash Flows and Consolidated Balance Sheets, as applicable, and reconciliations to segment income, free cash flow, the adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share and information unadjusted for currency translation can be found within this release.

Page 5

6.

 Please reconcile each non-GAAP measure presented to the most comparable GAAP measure in accordance with Item 10(e)(1)(i)(a) of Regulation S-K.  Specifically, we did not note a reconciliation for (a) adjusted earnings per share from earnings per share, (b) the percentage increase in constant currency adjusted earnings per share over the prior year from the percentage increase in earnings per share; and (c) the percentage increase in constant currency segment income from the percentage increase in income from operations.

In future filings, we will provide reconciliations similar to the following:

Reconciliation from Net Income and Diluted Earnings Per Share to Adjusted Net Income, Adjusted Diluted Earnings Per Share, Constant Currency Adjusted Net Income and Constant Currency Adjusted Diluted Earnings Per Share

 Three Months Ended

 March 31,

 2016

 2015

Net income/ diluted earnings per share attributable to Crown Holdings, as reported

 $

 79

 $

 0.57

 $

 44

 $

 0.32

Hedge ineffectiveness

 —

 —

 (2

 )

 (0.01

 )

     Provision for restructuring and other

 2

 0.01

 20

 0.14

     Fair value adjustment to inventory

 —

 —

 6

 0.04

     Loss from early extinguishment of debt

 27

 0.19

 —

 —

     Income taxes

 (12

 )

 (0.08

 )

 5

 0.04

Adjusted net income/diluted earnings per share attributable to Crown Holdings

 96

 0.69

 73

 0.53

Foreign currency translation (1)

 7

 0.05

Constant currency adjusted net income/ diluted earnings per share attributable to Crown Holdings

 $

 103

 $

 0.74

 $

 73

 $

 0.53

Reconciliation from Income from Operations to Segment Income and Constant Currency Segment Income

 Three Months Ended March 31,

 2016

 2015

Income from operations

 $

 219

 $

 168

Provision for restructuring and other

 2

 20

Fair value adjustment to inventory

 —

 6

Impact of hedge ineffectiveness

 —

 (2

 )

Segment income

 221

 192

Foreign currency translation (1)

 10

Constant currency segment income

 $

 231

 $

 192

(1)

 Information presented for 2016 at 2015 rates represents financial results assuming constant foreign currency exchange rates used for  translation based on the rates in effect for the comparable prior year period.  In order to compute constant currency results, we multiply or divide, as appropriate, our current year U.S. dollar results by the current year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the applicable prior year average foreign exchange rates.

Page 6

Additionally, to the extent we disclose percent changes in non-GAAP measures, in future filings, we will disclose with equal or greater prominence the percent change in the most comparable GAAP measure.  For example:

•

 Income from operations up 30% from $168 to $219

•

 Constant currency segment income up 20% from $192 to $231

7.

 You disclose (a) the change in constant currency segment income and segment income without also presenting the comparable GAAP measure and (b) you tax effect the adjustments to net income without a clear explanation for how the tax effect is calculated, which is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016.  Please review this guidance when preparing your next earnings release.

When preparing our next earnings release, we will review the guidance in the updated Compliance and Disclosure Interpretations issued on May 17, 2016 and specifically address the points raised in your comment.

* * * *

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 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 David A. Beaver, Vice President and Corporate Controller, at (215) 698-5041.

 Crown Holdings, Inc.

 /s/  David A. Beaver

 Name:  David A. Beaver

 Title:  Vice President and Corporate Controller

June 8, 2016
Mail Stop 4631

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

Re: Crown Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed  February 29, 2016
File No. 0 -50189

Dear Thomas Kelly :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  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
comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25

Critical Accounting Policies, page 35

Goodwill Impairment, page 36

1. We note that you have identified the European Aerosols and Specialty Pack aging
reporting unit as having a fair value that is not substantially in excess of the carrying
value.  Please expand your disclosures to provide the following additional information to
allow for an assessment of the probability of a future material impair ment charge:

 A discussion of the degree of uncertainty associated with the specific key
assumptions; and

Crown Holdings, Inc.
June 8, 2016
Page 2

  A description of the specific facts and circumstances that could reasonably occur and
result in a change in the assumptions used to estimate the fair  value of each reporting
unit and result in the recognition of a material impairment charge.

Please refer to Item 303(a)(3)(ii) of Regulation S -K, Sections 216, 501.02, 501.12.b.3 and
501.14 of the Financial Reporting Codification, and SAB 5:P.4 for guidance.

M. Commitments and Contingent Liabilities, page 59

2. Please disclose the possible loss or range of loss related to FCO investigation or provide a
statement, if true,  that such an estimate cannot be made  in accordance with ASC 450 -20-
50-4(b).  Please note that ASC 450 -20-50-4 does not require the amount or range of
reasonably possible loss to be estimated with precision or certainty.

Liquidity and Capital Resources, page 39

3. Please provide a discussion and analysis for the significant increase in  inventories’
turnover days for the first quarter of fiscal year 2016 as compared to the first quarter of
fiscal year 2015 and the fourth quarter of fiscal year 2015.  In this regard, we note that
inventories is your largest current asset at $1.4 billion, or 48.7% of total current assets as
of March 31, 2016.  Please also refer to comment 27 in our letter dated May 24, 2011,
along with your response letter dated June 8, 2011, for additional guidance.

Form 8 -K Filed April 20, 2016

4. Please ensure your disclo sures appropriately characterize your non -GAAP measures as
operating performance measures and/or liquidity or cash flow measures.  For example,
you appear to have characterized free cash flow as an operating performance measure on
page 2.  However, you rec oncile free cash flow from net cash used for operating activities
on page 7, which indicates free cash flow is a liquidity measure.

5. Please expand your disclosures on page 2 to provide substantive justification specific to
your circumstances as to why each  non-GAAP measure presented is useful to investors in
accordance with Item 10(e)(1)(i)(c) of Regulation S -K.  Please also refer to Instruction 2
to Item 2.02 of Form 8 -K that indicates that the requirements of Item 10(e)(1)(i) of
Regulation S -X apply to in formation furnished under Item 2.02 of Form 8 -K and
Question 102.10 of the Compliance & Disclosure Interpretations on Non -GAAP
Financial Measures.

6. Please reconcile each non -GAAP measure  presented to the most comparable GAAP
measure in accordance with Ite m 10(e)(1)(i)(a) of Regulation S -K.  Specifically, we did
not note a reconciliation for (a) adjusted earnings per share from earnings per share, (b)
the percentage increase in constant currency adjusted earnings per share over the prior
year from the perce ntage increase in earnings per share; and (c) the percentage increase in

Crown Holdings, Inc.
June 8, 2016
Page 3

 constant currency segment income from the percentage increase in income from
operations.

7. You disclose (a) the change in constant currency segment income and segment income
without al so presenting the comparable GAAP measure and (b) you tax effect the
adjustments to net income without a clear explanation for how the tax effect is calculated,
which is inconsistent with the updated Compliance and Disclosure Interpretations issued
on May 17, 2016.  Please review this guidance when preparing your next earnings
release.

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 E xchange 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 comments, please provide  a written statement from 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 t he United States.

You may contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence
Tracey Houser , Staff Accountant, at (202) 551 - 3736 or, the undersigned Accounting Branch
Chief at (202) 551 -3355  if you have questions regarding commen ts on the financial statements
and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

May 21 , 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. 0-50189

Dear Mr. Kelly :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequ acy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

CORRESP
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		cckresponsemay2015

May 6, 2015

VIA EDGAR

Terence O'Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549-4631

Re:    Crown Holdings, Inc.

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

Filed March 2, 2015

File No.  0-50189

Dear Mr. O'Brien:

Crown Holdings, Inc. ("we," "Crown" or the "Company") is responding to the comments raised in your letter dated April 24, 2015 regarding Crown's Form 10-K for the fiscal year ended December 31, 2014.  For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

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 us 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;

Prior to 2014, the Company’s securitization facilities were accounted for as secured borrowings.  In 2014, the Company amended the facilities to change from the sale of participating interests to the sale of entire receivables and to revise recourse provisions to be consistent with legal true sales in certain jurisdictions.

Page 2

In connection with the amendments, the Company considered whether the transfers were subject to the participating interest guidance in ASC 860-10-40-6A.  Since the Company sells full title and ownership in the underlying receivables, the participating interest guidance does not apply and the analysis moved to the control criteria in ASC 860-10-40-5.

ASC 860-10-40-5 sets forth criteria for control of the receivables to be considered transferred, which includes: (1) legal isolation of the transferred financial assets, (2) transferee’s rights to pledge or exchange, and (3) effective control.

As legal isolation is primarily a legal determination, we obtained legal opinions from third party counsels to support the Company’s accounting conclusions that the transfers of receivables meet the legal true-sale criterion and that a court would conclude that the transferred receivables would not be substantively consolidated in the Company’s bankruptcy estate in the respective legal jurisdictions.

There are no terms in the agreements that constrain the purchasers from pledging or exchanging the transferred receivables.

The Company has relinquished control over the transferred financial assets.  There are no provisions in the agreements that require or permit the Company to reacquire any of the transferred receivables.

As described above, given that all three criteria pursuant to ASC 860-10-40-5 are met, the Company concluded receivables transferred under the amended facilities should be accounted for as sales rather than as secured borrowings.

 •

 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 correspondingly 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

The Company’s North American securitization facility includes a deferred purchase price component.   As consideration for the sale of its receivables, the Company receives: (i) a cash payment and (ii) a new asset, the deferred purchase price receivable from the purchaser, which will be paid to the Company as payments on the receivables are collected from the account debtors.  As the criteria for sale accounting have been met, the Company derecognizes the receivables transferred to the purchaser from its balance sheet and recognizes any new assets obtained from the purchaser.  Accordingly, the Company derecognizes the entire amount of receivables sold from its consolidated balance sheet and recognizes an asset at fair value for the deferred purchase price receivable as well as the cash received.  As the deferred purchase price is not a trade receivable nor is the balance expected to exceed 5% of total current assets, it is reported in “Prepaid expenses and other current assets”.  As receipt of the deferred purchase price coincides with collections of the underlying receivables, the collection period is short in duration.

Page 3

 •

 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 receivables.

Days sales outstanding for trade receivables improved from 38 days in 2013 to 36 days in 2014 primarily due to a decrease of 11 days related to the derecognition of receivables under the Company’s securitization and factoring programs, partially offset by an increase of 4 days due to the acquisition of Mivisa.  The increase due to Mivisa is primarily because food can customers generally have longer payment terms than beverage can customers.  The remaining increase is attributable to various factors including extended customer payment terms and volume growth in emerging markets where payments terms are generally longer.

In future filings, we will disclose the quantitative impact of securitization and other significant transactions on days sales outstanding to the extent that the impact is significant.

* * * *

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 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 David A. Beaver, Vice President and Corporate Controller, at (215) 698-5041.

 Crown Holdings, Inc.

 /s/ David A. Beaver

 Name:  David A. Beaver

 Title:  Vice President and Corporate Controller

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

July 7, 2014

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

 RE: Crown Holdings, Inc.
  Form 10 -K for Fiscal Year Ended December 31, 201 3
  Filed March 3, 2014
File No. 0-50189

Dear Mr. Kelly :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission  from taking
any action with respect to the company or 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.  We urge all pe rsons 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 rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting B ranch Chief

CORRESP
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		cckresponsejune2014

July 1, 2014

VIA EDGAR

Terence O'Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549-4631

Re:    Crown Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 3, 2014

File No.  0-50189

Dear Mr. O'Brien:

Crown Holdings, Inc. ("we," "Crown" or the "Company") is responding to the comments raised in your letter dated June 18, 2014 regarding Crown's Form 10-K for the fiscal year ended December 31, 2013.  For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2013

General

 1.

 You stated in your letter to us dated August 22, 2011 that you sold products to Sudan and Syria.  In addition, you disclose on page 1 that you operate in the Caribbean, a region that includes Cuba.  Cuba, Sudan, and Syria are designated as state sponsors of terrorism by the State Department, and are subject to U.S. economic sanctions and export controls.  Your Form 10-K does not include disclosure about contacts with Cuba, Sudan, or Syria.  Please provide us with information regarding any contacts with Cuba, Sudan, or Syria since the referenced letter.  Your response should describe any goods or services you have provided into Cuba, Sudan and Syria, directly or indirectly, and any agreements, arrangements, or other contacts you have had with the governments of Cuba, Sudan and Syria, or entities they control.

Since the date of our last letter, Crown and its subsidiaries have not had any business contacts with Cuba.

As permitted by U.S. laws and regulations, non-U.S. subsidiaries of Crown have sold beverage cans and closures to private businesses in Sudan and Syria.  These sales were conducted in accordance with U.S. economic sanctions and export control laws.  Crown has training programs and compliance policies and procedures to ensure that no U.S. persons facilitate sales to embargoed countries and that such sales comply

with the requirements of applicable U.S. laws and regulations including those of the U.S. Treasury Department’s Office of Foreign Assets Control.

Page 2

To the best of our knowledge, Crown and its subsidiaries have had no agreements, arrangements or other contacts, directly or indirectly, with the governments of Cuba, Sudan or Syria or entities they control.

In 2011, 2012, 2013 and the first quarter of 2014, sales to customers in Sudan and Syria were approximately as follows:

Net Customer Sales to Sudan and Syria

(USD millions)

 2011

 2012

 2013

 Q1 2014

Sudan

 3.3

 3.3

 2.8

 0.5

Syria

 19.3

 9.9

 7.4

 0.6

Item 15.  Exhibits and Financial Statement Schedules, page 114

 2.

 We note that you have not filed a signed credit agreement and you have not filed the schedules and exhibits to your credit agreement filed as exhibit 4.r.  As indicated in our prior comments 18 and 19 in our letter dated May 24, 2011 and comment 1 in our letter dated July 6, 2011, please file a complete copy of your credit agreement including all of the schedules and exhibits to exhibit 4.r. with your next Exchange Act report.

In response to your comment, we will file with our next Exchange Act report a complete copy of the referenced credit agreement with all schedules and exhibits referenced therein.

* * * *

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 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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

 Crown Holdings, Inc.

 /s/ Kevin C. Clothier

 Name:  Kevin C. Clothier

 Title:  Vice President and Corporate Controller

June 18, 2014

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

 RE: Crown Holdings, Inc.
  Form 10 -K for Fiscal Year Ended December 31, 201 3
  Filed March 3, 2014
File No. 0-50189

Dear Mr. Kelly :

We have reviewed your filing an d 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 ten 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 circumstances, pleas e tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

General

1. You stated in your letter to us dated August 22, 2011 that you sold products to Sudan and
Syria.   In addition, you disclose on page 1 that you operate in the Caribbean, a region that
includes Cuba.   Cuba, Sudan, and Syria are designated as state sponsors of terrorism by the
State Department, and are subject to U.S. economic sanctions and expor t controls.   Your
Form 10 -K does not include disclosure about contacts with Cuba, Sudan, or Syria.   Please
provide us with information regarding any contacts with Cuba, Sudan, and Syria since the
referenced letter.   Your response should describe any goods or services you have provided
into Cuba, Sudan and Syria, directly or indirectly, and any agreements, arrangements, or
other contacts you have had with the governments of Cuba, Sudan and Syria, or entities they
control.

Item 15.  Exhibits and Financial S tatement Schedules, page 114

2. We note that you have  not filed a signed credit agreement and you have not filed the
schedules and exhibits to your credit agreement filed as exhibit 4.r.  As indicated in our prior

Mr. Kelly
Crown Holdings, Inc.
June 18, 2014
Page 2

 comments 18 and 19 in our letter dated May 2 4, 2011 and comment 1 in our letter dated July
6, 2011, please file a complete copy of your credit agreement including all of the schedules
and exhibits to exhibit 4.r with your next Exchange Act report.

We urge all persons who are responsible for the acc uracy 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 fact s 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 provide  a written statement from the company
acknowledging that:

 the company is responsib le 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 Smith , Staff Accountant, at (202) 551 -3736, or in her absence,
Jeanne Baker, Assistant C hief Accountant , at (202) 551 -3691 , or me at (202) 551 -3355,  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sherry Haywood, Staff Attorney, at (202) 551 -3345 , or in her absence, Pamela A. Long,
Assistant Director, at (202) 551 -3765 , with any other questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

CORRESP
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Acceleration Request

 CROWN HOLDINGS, INC.

One Crown Way

Philadelphia, PA 19154

 Telephone: (215) 698-5100

 October 17, 2013

VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Mail Stop 3561

Re:
Crown Holdings, Inc.

Registration Statement on Form S-4

 (File No. 333-190694)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of
the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration Statement”) for Crown Holdings, Inc., CROWN Americas LLC, Crown Americas Capital Corp. IV and the guarantors named in the Registration
Statement (collectively, the “Registrants”) so that such Registration Statement will become effective as of 10:00 A.M. (New York City time) on October 21, 2013, or as soon thereafter as practicable.

The Registrants hereby acknowledge that:

 1. should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, the Commission is
not foreclosed from taking any action with respect to the Registration Statement;

 2. the action of the Commission or the
staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Registrants of their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 3. the Registrants may not assert the declaration of effectiveness of the Registration Statement by the Commission or the
staff as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CROWN HOLDINGS, INC.

/s/ Michael B. Burns

Name: Michael B. Burns

Title: Vice President and Treasurer

CORRESP
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Response Letter

.

 September 20, 2013

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporate Finance

100 F Street NE

 Washington, D.C. 20549-3628

Attn:
Ms. Pamela Long

Re:
Crown Holdings, Inc.

 Registration Statement on Form S-4

 Filed
August 16, 2013

 File No. 333-190694

Ladies and Gentlemen:

 Crown Americas LLC
(“Crown Americas”) and Crown Americas Capital Corp. IV (“Crown Americas Capital IV” and, together with Crown Americas, the “Companies”) have today submitted to the Securities and Exchange Commission
(the “Commission”) Amendment No. 1 to their Registration Statement on Form S-4 (the “S-4”). On behalf of the Companies, we respond to the comments raised by the staff of the Commission (the
“Staff”) in the letter dated August 28, 2013 from Mr. Craig Slivka, for Ms. Pamela Long, to Mr. William Gallagher. For your convenience, the Staff’s comments are included in this letter in bold face type and
are followed by the applicable response.

 Summary, page 1

 Expiration Date, page 3

1.
We note that you have left blank the expiration date of the offer pending effectiveness of this registration statement. Please confirm supplementally that the offer
will be open for at least twenty full business days to ensure compliance with Rule 14e-1(a). Please note that pursuant to Rule 14d-1(b)(7), the 20th business day ends at twelve midnight Eastern Time on the 20th business day and the offer
must remain open continuously until at least that time. Finally, please confirm that the expiration date will be included in the final prospectus disseminated to security holders and filed pursuant to the applicable provisions of Rule 424.

 September 20, 2013

 Page
 2

 In response to the Staff’s comment, the Companies confirm that the offer will be
open for at least 20 full business days to ensure compliance with Rule 14e-1(a) and acknowledge the Staff’s comment regarding Rule 14d-1(b)(7). For logistical reasons, we intend to provide that the offer will expire at 5:00 p.m. on the
twenty-first business day following commencement, rather than midnight on the twentieth business day. The Companies also confirm that the expiration date will be included in the final prospectus disseminated to the security holders and filed with
the Commission pursuant to Rule 424.

 Undertakings, page II-7

2.
Please revise your disclosure to include Item 512(a)(5)(ii) of Regulation S-K undertakings.

In response to the Staff’s comment, the Companies have revised the undertakings on page II-7 of the S-4 to include the undertaking
provided in Item 512(a)(5)(ii) of Regulation S-K undertakings.

 Exhibits

3.
Please file the organizational documents for all registrants, including guarantors.

In response to the Staff’s comment, the Companies have filed the organizational documents for all registrants, including the
guarantors, as Exhibits 3.c to 3.dd of the S-4.

 If you have any questions, please feel free to contact the undersigned at 215-994-2277. Thank
you for your cooperation and attention to this matter.

 Sincerely,

 /s/ Ian A. Hartman

 Ian A. Hartman

August 28 , 2013

Via E -mail
William T. Gallagher
Senior Vice President, Secretary and General Counsel
Crown Holdings, Inc.
One Crown Way
Philadelphia, Pennsylvania 19154

Re: Crown Holdings, Inc.
  Registration Statement on Form S-4
Filed  August 16, 2013
  File No.  333-190694

Dear Mr. Gallagher :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Summary, page 1

Expiration Date, page 3

1. We note that you have left blank the expiration date of the offer pending effectiveness of
this registration statement.  Please confirm supplementally that the offer will be o pen for
at least twenty full business days to ensure compliance with Rule 14e -1(a).  Please note
that pursuant to Rule 14d -1(b)(7), the 20th business day ends at twelve midnight eastern
time on the 20th business day and the offer must remain open continuou sly until at least
that time. Finally, please confirm that the expiration date will be included in the final
prospectus disseminated to security holders and filed pursuant to the applicable
provisions of Rule 424.

William T. Gallagher
Crown Holdings, Inc.
August 28 , 2013
Page 2

 Undertakings, page II -7

2. Please revise y our disclosure to include Item 512(a)(5)(ii) of Regulation S -K
undertakings.

Exhibits

3. Please file the organizational documents for all registrants, including guarantors.

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 Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility fo r
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting accelerati on are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.

William T. Gallagher
Crown Holdings, Inc.
August 28 , 2013
Page 3

 Please contact Asia Timmons -Pierce, Staff Attorney,  at 202-551-3754  or Craig Slivka ,
Special Counsel,  at 202-551-3729  with any other questi ons.

Sincerely,

/s/ Craig Slivka, for

 Pamela Long
Assistant Director

CORRESP
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CORRESP

 CROWN AMERICAS LLC

CROWN AMERICAS CAPITAL CORP. IV

 c/o Crown Holdings, Inc.

 One Crown Way

Philadelphia, PA 19154

 Telephone: (215) 698-5100

 August 16, 2013

VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Mail Stop: 3561

 CROWN Americas LLC

 Crown Americas Capital Corp. IV

 Registration Statement on Form S-4

(File No. 333-            )

 Ladies and Gentlemen:

 This letter is provided in connection with the Registration
Statement on Form S-4, File No. 333-             (the “Registration Statement”), of CROWN Americas LLC, a Pennsylvania limited liability company (“CROWN
Americas”), Crown Americas Capital Corp. IV, a Delaware corporation (“Crown Americas Capital IV,” and together with CROWN Americas, the “Issuers”), Crown Holdings, Inc., a Pennsylvania corporation
(“Crown Holdings”), and the guarantors listed on Schedule A hereto (together with Crown Holdings, the “Guarantors”). Upon the effectiveness of the Registration Statement, the Issuers and the Guarantors
propose to offer to exchange an aggregate principal amount of up to $1,000,000,000 of the Issuers’ 4½% Senior Notes due 2023 (the “Exchange Notes”) and the guarantees thereof by the Guarantors, for a like aggregate
principal amount of the Issuers’ outstanding 4½% Senior Notes due 2023 (the “Initial Notes”) and the guarantees thereof by the Guarantors, upon the terms and subject to the conditions set forth in the exchange offer
prospectus contained in the Registration Statement.

 The Issuers are registering the exchange offer in reliance on the
staff’s position enunciated in Exxon Capital Holdings Corp. (avail. May 13, 1988) (the “Exxon Capital Letter”). Please be advised that the Issuers have not entered into any arrangement or understanding with any person to
distribute the Exchange Notes to be received in the exchange offer and, to the best of the Issuers’ information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and
is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in

the distribution of the Exchange Notes. In this regard, the Issuers will make each person participating in the exchange offer aware that if such person is participating in the exchange offer for
the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Issuers acknowledge that such a secondary resale transaction by such person participating in the
exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

In addition, the Issuers will (i) make each person participating in the exchange offer aware (through the exchange offer prospectus) that
any broker-dealer who holds Initial Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Initial Notes pursuant to the exchange offer, may be a
statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to
participate in the exchange offer provisions to the following effect:

 If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the
Issuers or an affiliate of the Issuers to distribute the Exchange Notes and (2) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

CROWN AMERICAS LLC

CROWN AMERICAS CAPITAL CORP. IV

By:

   /s/ Michael B. Burns

    Michael B. Burns

    Vice President and Treasurer

 Schedule A

 Guarantors

 CROWN Beverage Packaging, LLC

CROWN Beverage Packaging Puerto Rico, Inc.

Crown Consultants, Inc.

 Crown Cork &
Seal Company (DE), LLC

 Crown Cork & Seal Company, Inc.

 CROWN Cork & Seal USA, Inc.

 Crown Financial Corporation

Crown International Holdings, Inc.

 CROWN
Packaging Technology, Inc.

 CR USA, Inc.

 Foreign Manufacturers Finance Corporation

 NWR, Inc.

May 9, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Terence O’Brien

Terence O’Brien Branch Chief

CORRESP
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		responseletter8may2012

May 8, 2012

VIA EDGAR

Mr. Terence O'Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re: Crown Holdings, Inc.

Form 10-K

Filed February 29, 2012

File No. 0-50189

Dear Mr. O'Brien:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated May 7, 2012 regarding Crown's Form 10-K for the fiscal year ended December 31, 2011. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2011

Provision for Restructuring, page 36

1.  We have read your response to comment 1. Based on what you have told us, at the time the September 30, 2011 Form 10-Q was filed, it appeared that management had begun the groundwork to effect a restructuring plan that may have been reasonably expected to materially impact your operating results. In future filings, we caution you to continually analyze when forthright, timely disclosure should be provided pursuant to the SEC's disclosure requirements. That is, the fact that a preliminary restructuring plan had not yet been finalized or approved does not obviate the obligation to comply with such requirements. For example, forewarning disclosure could have included a statement that preliminary plans for possible further restructuring in a certain division had begun, and certain scenarios or outcomes in which material charges could be anticipated could have been presented.

In future filings, as we evaluate potential restructuring plans, we confirm that, where appropriate, we will include forewarning disclosure in our filings in accordance with the SEC's disclosure requirements.

1

* * * *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name: Kevin C. Clothier

Title: Vice President and Corporate Controller

2

CORRESP
1
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		secresponsemay2012

April 30, 2012

VIA EDGAR

Mr. Terence O'Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re: Crown Holdings, Inc.

Form 10-K

Filed February 29, 2012

File No. 0-50189

Dear Mr. O'Brien:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated April 24, 2012 regarding Crown's Form 10-K for the fiscal year ended December 31, 2011. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2011

Provision for Restructuring, page 36

1. We have read your response to comment 3. Please confirm you will revise future filings to address the fourth quarter timing of the restructuring charges recognized during 2011.  Also, we note that the September 30, 2011 Form 10-Q, filed November 7, 2011, provides no informative disclosures about other possible, material charges that may be warranted for the remainder of the year within your Other European operations. In fact, we note the following disclosures therein:

•

 Page 13 states that “[d]uring the first nine months of 2011”, the Company initiated restructuring for “headcount reduction of approximately 32 and is expected to be completed in 2011,” which costs of $4 million “are expected to be the total costs related to the restructuring.” Based on the foregoing, a reader could reasonably infer that you have affirmed that over the last ten months, you have undertaken a restructuring action that will result in only $4 million for the entire year.

•

 Page 50 states that both net sales and segment income for European Specialty Packaging, the affected segment, increased for the nine months ended September 30, 2011. Based on the foregoing, a reader could reasonably infer that since there is no discussion about material adverse operating results to the impacted operations, restructuring activity aimed to reduce headcount and manufacturing capacity would be unexpected.

1

•

 Page 52 states only that the expectation for such restructuring provisions to the affected segment is annual tax savings of $3 million.

Therefore, tell us and identify in future filings the adverse operating results of the impacted businesses that would sufficiently explain why the restructuring plans were undertaken and quantify the extent to which manufacturing capacity is being reduced and the number of personnel you expect to terminate. Lastly, please tell us the timeline of your annual budget process in the fourth quarter of 2011, including the exact dates when: i) the process informally and formally began; ii) you informally and formally approved the plan to undertake additional restructuring activities to reduce manufacturing capacity throughout Western Europe; iii) you informally and formally approved the plan to undertake additional restructuring activities to reduce headcount throughout Western Europe, if different than that related to the reduction of manufacturing capacity; and iv) you were able to reasonably quantify the cost associated with such plans. Given the $41 million charge accounts for 105% of fourth quarter net income and 10% of annual net income, it is important that a reader is provided with transparent and timely information, in some cases even before material charges are recorded. Item 303 of Regulation 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.  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.”

We confirm that we will revise our future filings to address the fourth quarter timing of the restructuring charges recognized in 2011.  In response to your specific questions, the Company follows a formal process for approval of all restructuring projects as discussed below.

On September 7, 2011, we issued our 2012 budget instructions to each division.  In connection with the budget preparation, on October 19, 2011, our CFO instructed our European and Americas divisions to communicate potential restructuring projects for the Company to consider in 2012 taking into account each business' existing supply and demand profile and long-term plans.  The divisions identified several potential projects that were summarized and presented to our Board of Directors on October 27, 2011.  At that time, the project plans were preliminary as several key details including necessary actions to execute, associated costs and payback were still to be finalized.  The Board advised the Company to report back once more information was available.

On November 7, 2011, we filed our September 30, 2011 Form 10-Q.  We did not disclose these potential actions or costs because, among other things, at that time we had not yet committed to any of the plans and had not determined which were reasonably likely to occur. It is important to note that not all of the projects presented to executive management and the Board were approved.  This is not uncommon as each year our divisions typically present executive management with a list of potential projects for consideration.

On November 14, 2011, the Company's CEO and CFO considered and approved, subject to future Board approval, part of the plan to reduce capacity and headcount in the European Aerosol division.  On December 8, 2011, Company management presented a revised plan regarding its Aerosol and Specialty Packaging businesses in Western Europe to the Board and received authorization to proceed with further study of the preliminary plan and to carry out the plan of restructuring if and when finalized by management.  At various dates between December 8 and December 30, 2011, the Company's CEO and CFO determined that the restructuring plans were final and communicated the approved plans to European Division management for implementation.

2

The fourth quarter charges were not the result of deteriorating conditions or adverse operating results in 2011 which resulted in a subsequent write-off.  The approved plans were primarily in the Company's European Aerosol and Specialty Packaging businesses which have been profitable in recent years.  In 2011, segment income for European Aerosols decreased by approximately $1 million compared to 2010.  The 2012 budget for our European Aerosols business continues to show a profit although segment income is expected to be down by approximately $3 million from 2011.  In 2011, segment income in our European Specialty Packaging business increased $8 million from $22 million in 2010 to $30 million in 2011 and we expect segment income in 2012 to be similar to 2011.  While these businesses continue to generate a profit, the Company believes that it can improve profitability by consolidating operations through reducing capacity and headcount.  The Company decided to undertake the restructuring to improve the Company's performance going forward and the restructurings were not due to material adverse operating results in the relevant businesses. These actions are expected to reduce headcount by approximately 360 and to eliminate approximately14% of the businesses' capacity.

In our March 31, 2012 Form 10-Q, we will include language similar to the following:

Other European operations

In the first quarter of 2011, the Company recorded a charge of $4 to reduce headcount in its European Specialty Packaging segment.  In the fourth quarter of 2011, the Company reviewed its existing supply and demand profile and long-term plans in Europe.  The Company identified additional restructuring actions to improve profitability, in its European Aerosols and Specialty Packaging businesses, by consolidating operations through reducing capacity and headcount.  In December 2011, the Company approved these actions and recorded an additional charge of $41.  These actions are expected to reduce headcount by approximately 360 and to eliminate approximately 14% of the businesses' capacity.  The Company currently expects to incur future additional charges of $8 related to the actions and to complete the actions in 2013 at an estimated aggregate cost of $53.

3

* * * *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name: Kevin C. Clothier

Title: Vice President and Corporate Controller

4

April 24, 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 response dated Apr il 13, 2012 and have the following comments.
In some of our comments, we may ask you to pr ovide 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

 Provision for Restructuring, page 36

1. We have read your response to comment 3.  Pl ease confirm you will revise future filings
to address the fourth quarter  timing of the restructuring charges recognized during 2011.
Also, we note that the September 30, 2011 Fo rm 10-Q, filed November 7, 2011, provides
no informative disclosures about  other possibl e, material charges that may be warranted
for the remainder of the year within your Other European oper ations.  In fact, we note the
following disclosures therein:
 Page 13 states that “[d]uring the fi rst nine months of 2011”, the Company
initiated restructuring for “headcount reduction of approximately 32 and is
expected to be completed in 2011,” which costs of $4 million “are expected to be
the total costs relate d to the restructuring.” Based on the foregoing, a reader could
reasonably infer that you have affirmed that over the last ten months, you have

Mr. Timothy J. Donahue Crown Holdings, Inc.  April 24, 2012 Page 2

 undertaken a restructuring action that will  result in only $4 million for the entire
year.
 Page 50 states that both net sales and segment income for European Specialty
Packaging, the affected segment, increased for the nine months ended September
30, 2011.  Based on the foregoing, a reader co uld reasonably infer that since there
is no discussion about mate rial adverse operating re sults to the impacted
operations, restructuring activity aimed to reduce headcount  and manufacturing
capacity would be unexpected.
 Page 52 states only that the expectation for such restructuring provisions to the
affected segment is annual tax savings of $3 million.

Therefore, tell us and identify in future filings the adverse operating results of the impacted businesses that would sufficiently explain why the restructuring plans were
undertaken and quantify the extent to which manufacturing capacity is being reduced and
the number of personnel you expect to terminate.   Lastly, please tell us the timeline of
your annual budget process in the fourth quart er of 2011, including th e exact dates when:
i) the process informally and formally bega n; ii) you informally and formally approved
the plan to undertake additional restructur ing activities to reduce manufacturing capacity
throughout Western Europe; iii) you informa lly and formally approved the plan to
undertake additional restructuring activitie s to reduce headcount throughout Western
Europe, if different than that related to th e reduction of manufact uring capacity; and iv)
you were able to reasonably quantify the cost a ssociated with such plans.  Given the $41
million charge accounts for 105% of fourth qua rter net income and 10% of annual net
income, it is important that a reader is pr ovided with transparent and timely information,
in some cases even before material charge s are recorded.  Item 303 of Regulation S-K
requires MD&A disclosure of material uncer tainties unless management has concluded
that the uncertainty is not reas onably likely to materially impa ct future operating results.
Section 216 of the Financial Reporting Codifi cation states that “r egistrants have an
obligation to forewarn public investors of  the deteriorating co nditions which, unless
reversed, may result in a subsequent write-o ff.  This includes an obligation to provide
information regarding the magnitude of exposure to loss.”  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

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		sec_response_april2012

April 13, 2012

VIA EDGAR

Mr. Terence O'Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re:    Crown Holdings, Inc.

          Form 10-K

          Filed February 29, 2012

          File No. 0-50189

 Dear Mr. O'Brien:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated March 30, 2012 regarding Crown's Form 10-K for the fiscal year ended December 31, 2011.  For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

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 May 24, 2011, we requested that you improve upon your discussion and analysis of your operating results at the consolidation and segment levels so that readers have sufficient information to understand the historical trends and the expectations for the future as seen through the eyes of management.  In your response letter dated June 8, 2011, you agreed to include appropriate additional disclosure responsive to our comments in future quarterly and annual filings.  We continue to believe that significant revisions are necessary to your discussion of segment income to provide readers with meaningful information that will enhance your overall financial disclosures and provide an informative narrative explanation of your key performance measure.  Specifically, please provide a more comprehensive analysis of each of the material factors listed as impacting segment income, that is, gross profit and selling and administrative expenses, so that you sufficiently explain why each factor has occurred and is impacting the specific line item in the 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 with your intended disclosure.

1

As agreed in our response letter dated June 8, 2011, we have made significant revisions to our discussion and analysis of operating results.  For example, we have included:

•

 products and markets served by segment;

•

 recent capacity additions including anticipated volume by segment;

•

 non-reportable segments including a description of the underlying businesses and an analysis of net sales and segment income; and

•

 the impact of corporate and unallocated costs on segment income.

In our discussion of segment income, we describe selling and administrative expenses as a separate component when it is useful in explaining the change from period to period.  For example, in our discussion of selling and administrative expenses we explain that expenses increased from $360 million in 2010 to $395 million in 2011 primarily due to $20 million from the settlement of a legal dispute unrelated to the Company's operations in 2010 and $10 million from the impact of foreign currency translation.  In our discussion of segment income for corporate and unallocated costs, we discuss the impact of the $20 million legal settlement and we provide the impact from foreign currency translation in each segment.  In general, we do not expect fluctuations in selling and administrative expenses to have a significant impact on segment income of an individual segment from period to period.  However, if the impact were material, we would describe.

We present our segments along product and geographic lines and include further discussion where appropriate.  For example, in our Americas Beverage segment, we discuss that sales unit volume increases in Brazil were offset by decreased volumes in the U.S. and explain that the increases in Brazil were primarily attributable to recent capacity additions driven by market growth.   In our discussion of non-reportable segments, we discuss growth in Asian markets and the impact of increased sales unit volumes in Cambodia, China and Vietnam primarily due to increased consumer spending.

Notwithstanding our comments above, we have included our proposed revisions in the response to your second comment below.

2.   Please ensure your expanded discussion and analysis addresses potential effects on your future operations from known events and trends, including quantified information when useful and material.  For example, such disclosure 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 production of this plant prior to the flooding and the impact of the shut down on your operations.

In preparing our discussion and analysis, we consider known events and trends and disclose where appropriate.  For example, in the discussion of our growth markets we provide information regarding recent trends in sales unit volumes by describing expected annual capacity from current expansion projects.  Going forward, we will provide additional information regarding recent trends in sales unit volumes in both our growth and mature markets.

In response to your specific examples, raw material prices can be subject to significant volatility but we do not believe that there is a current consistent trend.  Steel and aluminum prices increased in 2011 after decreasing in 2010.  In 2011, we disclosed the amount of gains associated with selling inventory on hand at the end of 2010 at higher prices in 2011. However, we do not currently expect these gains to recur in 2012.  Further, fluctuations in raw material prices are not currently expected to have a significant adverse impact

2

on our results of operations because, as disclosed, we attempt to pass-through these costs to our customers and have generally been successful in doing so.

With respect to the flooding at our beverage can plant in the Bangkok region, we considered whether to add disclosure of the impact on segment income of future periods but we do not currently expect the impact to be material to segment income.

In response to your first and second comments, we propose to revise our discussion as follows:

Business Strategy and Trends

The Company's strategy is to grow its businesses in targeted international growth markets, while improving operations and results in more mature markets through disciplined pricing, cost controls and careful capital allocation.

In recent years, the Company has expanded its beverage can businesses in Brazil, China and Southeast Asia in response to unit volume demand driven by increased per capita incomes and consumption, combined with a shift in packaging mix to two-piece aluminum beverage cans from other packages.  The Company continues to focus its capital deployment in these markets. When currently announced expansion projects are completed, the Company expects to have added approximately 8.5 billion units of incremental beverage can capacity to its year-end 2011 levels.

Beverage can sales unit volumes in the Company's mature markets have been stable to slightly declining in North America and slightly increasing in Europe.  Global food and aerosol can sales unit volumes have been stable to declining in recent years primarily due to lower consumer spending.  While the opportunity for organic volume growth in the Company's mature markets is not comparable to that in targeted international growth markets, the Company continues to generate strong returns on invested capital and significant cash flow from these businesses.  The Company monitors capacity across all of its businesses and, where necessary, may take action such as closing a plant or reducing headcount to better manage its costs.

In addition, as part of the Company's efforts to manage cost, it attempts to pass-through the cost of aluminum and steel to its customers.   Aluminum and steel prices can be subject to significant volatility and there does not appear to be a consistent and predictable trend in pricing.

The Company seeks to increase shareholder value by maximizing operating cash flows which can be reinvested in the business, which may include acquisitions, used to repay debt or returned to shareholders through share repurchases.  In assessing the Company's performance, the key performance measure used is segment income, a non-GAAP measure defined by the Company as gross profit less selling and administrative expenses.

Americas Beverage

The Americas Beverage segment manufactures aluminum beverage cans and ends and steel crowns, commonly referred to as “bottle caps”, and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia and Mexico. The North American beverage can market is a mature market which has experienced slightly declining volumes in recent years.  In Brazil, the Company's sales unit volumes have increased in recent years primarily due to market growth.  In 2011, the Company completed construction of a new plant in Ponta Grossa, Brazil with the first line commencing commercial operations in the first quarter of 2011 and a second line commencing commercial operations in the second quarter of 2011.  In the second quarter of 2011, the Company commenced commercial operations of a second line in its plant in

3

Estancia, Brazil.  At full capacity and efficiency, these additions are expected to add annual capacity of more than 2.5 billion beverage cans, resulting in approximately 10% higher capacity than in the Americas Beverage segment in 2010.  The Company also plans to construct a new beverage can plant in Belem, Brazil which is currently expected to be completed during the first quarter of 2013.

Segment income in the Americas Beverage segment increased from $275 million in 2010 to $302 million in 2011 primarily due to $19 million from increased sales unit volumes in Brazil where recent capacity additions in Ponta Grossa and Estancia offset volume declines in North America and $7 million from lower operating costs, including lower post-retirement benefits in the U.S. resulting from plan amendments in 2010 and 2011.

North America Food

The North America Food segment manufactures steel and aluminum food cans and ends and metal vacuum closures and supplies a variety of customers from its operations in the U.S. and Canada.  The North American food can and closures market is a mature market which has experienced stable to slightly declining volumes in recent years.

Segment income in the North America Food segment increased from $120 million in 2010 to $146 million in 2011 primarily due to $19 million from lower operating costs including the benefits from prior plant closures in Canada and lower postretirement benefits in the U.S. resulting from plan amendments in 2010 and 2011 and $5 million from inventory holding gains from the sale of inventory on hand at the end of 2010.  The Company does not currently expect the inventory holding gains to recur in 2012.

European Beverage

The Company's European Beverage segment manufactures steel and aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Eastern and Western Europe, the Middle East and North Africa.  In recent years, the European beverage can market has been growing.  In the second quarter of 2011, the Company commenced commercial operations of the second line at its plant in Kechnec, Slovakia.  The second line is expected to add full annualized capacity of 750 million cans.  In the third quarter of 2012, the Company expects to complete construction of a new plant in Osmaniye, Turkey which is expected to add full annualized capacity of 700 million cans.

Segment income in the European Beverage segment decreased from $244 million in 2010 to $210 million in 2011 primarily due to $35 million from increased costs, which were not fully offset by increased selling prices primarily due to competitive pricing pressure, and lower productivity from the start up of operations at the Company's plant in Kechnec, Slovakia offset by increased sales unit volumes.

European Food

The European Food segment manufactures steel and aluminum food cans and ends, and metal vacuum closures and supplies a variety of customers from its operations throughout Europe and Africa.  The European food can market is a mature market which has experienced stable to slightly declining volumes in recent years.

Segment income in the European Food segment increased from $224 million in 2010 to $239 million in 2011 primarily due to $24 million from lower operating costs including reduced labor and plant maintenance costs, $5 million from inventory holding gains from the sale of inventory on hand at the end of 2010 and $11 million from the impact of foreign currency translation partially offset by $25 million from lower sales unit volumes including the fourth quarter 2010 effects of customers' buying ahead of 2011 tinplate price increases.  The Company does not currently expect the inventory holding gains to recur in 2012.

4

Non-reportable segments

The Company's non-reportable segments include its aerosol can businesses in North America, Europe and Thailand, its beverage can businesses in Cambodia, China, Malaysia, Singapore, Thailand and Vietnam, its food can and closures business in Thailand and its tooling and equipment operations in the U.S. and United Kingdom.  In recent years, the Company's businesses in China and Southeast Asia have experienced significant growth whereas its aerosol can businesses have experienced slightly declining volumes.

Segment income in non-reportable segments increased from $206 million in 2010 to $234 million in 2011 primarily due to $10 million from increased sales unit volumes in Cambodia, China, and Vietnam, $8 million from increased beverage equipment sales and $6 million from the impact of foreign currency translation.  Flood damage at the Company's beverage can plant in Thailand did not have a significant adverse impact on segment income in 2011 and the Company does not expect it to have a significant adverse impact in 2012.

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 European Aerosol can business, we note that the remaining $4 million was charged in the first quarter of 2011.

In the first quarter of 2011, we initiated a restructuring to reduce headcount in the European Specialty Packaging segment and recorded a charge of $4 million.

In connection with our annual budget process in the fourth quarter of 2011, we approved a plan to undertake additional restructuring activities to reduce both manufacturing capacity and headcount throughout Western Europe, resulting in additional charges of $50 million primarily in our Europea

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

September 7, 2011

Via E-mail
Kevin C. Clothier  Vice President and Corporate Controller Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 Re: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010
  Filed February 28, 2011   File No. 0-50189
Dear Mr. Clothier:

We refer you to our comment letter dated August 11, 2011, regarding business contacts
with Cuba, Iran, Sudan, and Syria.   We have completed our review  of this subject matter.  We
remind you that our comments or changes to di sclosure in response to our comments do not
foreclose the Commission from ta king any action with respect to the company or 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 securiti es laws of the United States.  We urge all
persons who are responsible for the accuracy and ad equacy 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 rules require.
         S i n c e r e l y ,
          / s /  C e c i l i a  B l y e            C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk  cc:  Pamela Long   Assistant Director  Division of Cor poration Finance

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August 22, 2011

VIA EDGAR

Ms. Cecilia Blye, Chief

Office of Global Security Risk

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re:  Crown Holdings, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2010

        Filed February 28, 2011

      File No. 0-50189

Dear Ms. Blye:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated August 11, 2011 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2010, filed February 28, 2011.  For your convenience, the comments are included in this letter in bold face type and are followed by the applicable responses.

1.

We note from the disclosure on page 1 that you have operations is the Caribbean, the Middle East, and Africa, regions generally understood to include Cuba, Iran, Syria, and Sudan.  In addition, we are aware of published reports that your Chairman and CEO referred to your business contacts with Syria in your quarterly earnings conference calls this year.  As you know, Cuba, Iran, Syria, and Sudan are identified by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Please describe to us your past, current, and any anticipated contacts with the referenced countries, whether through subsidiaries, joint ventures, or other direct or indirect arrangements, since your letter to us dated October 19, 2007.  Your response should describe any goods and services that you have provided into Cuba, Iran, Syria, and/or Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of the referenced countries or entities controlled by them.

2.

Please discuss the materiality of your business activities in, and other contacts with, Cuba, Iran, Syria, and/or Sudan, described in response to the foregoing comment, and whether they constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets, and liabilities associated with each of the referenced countries for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value.  As you may know, various state and municipal governments, universities and other investors has proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Iran, Syria, or Sudan.

As permitted by U.S. laws and regulations, non-U.S. subsidiaries of Crown sell beverage cans and closures to customers in Iran, Sudan and Syria and spare parts used in can-making equipment to a customer in Iran.  In connection with these sales, such non-U.S. subsidiaries also provide, often at no additional cost to customers, the services of technicians (none of whom are U.S. persons or employees of Crown or any U.S. subsidiary of Crown) with expertise in the sealing of beverage cans and the operation of can-making machinery.  Additionally, in 2009, a non-U.S. subsidiary sold obsolete plastic packaging manufacturing equipment to a purchaser in Sudan for approximately $200 thousand. Crown has implemented training programs and compliance policies and procedures to ensure that such sales comply with the requirements of applicable U.S. laws and regulations including those of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and that no U.S. persons facilitate sales to embargoed countries.  Neither Crown nor any of its non-U.S. subsidiaries sells any goods or services or has any contracts with any Cuban parties.

From a quantitative standpoint, sales to Iran, Sudan and Syria are not material to Crown’s results of operations.  In 2008, 2009, 2010 and the first half of 2011, Crown had net worldwide customer sales of $8.3 billion, $7.9 billion, $7.9 billion and $4.2 billion, respectively.  Sales to Iran, Sudan and Syria during these same periods were estimated to be approximately as follows:

Net Customer Sales to Iran, Sudan and Syria

(USD millions)

2008

2009

2010

2011 Q2 YTD

  Iran

  $8.5
  $11.1
  $7.4
$9.0

  Sudan

  5.4
  8.3
  3.3
1.7

  Syria

  22.9
  26.5
23.6
9.9

These sales accounted for a small portion of Crown’s net customer sales, as follows:

Percent of Net Customer Sales

2008

2009

2010

2011 Q2 YTD

  Iran

  0.1%
0.1%
  0.1%
0.2%

  Sudan

0.1%
0.1%
—
—

  Syria

0.3%
  0.3%
  0.3%
0.2%

While Crown and its subsidiaries have no tangible assets located in Iran, Sudan or Syria, at any given time Crown’s non-U.S. subsidiaries may recognize an immaterial amount of assets or liabilities related to customer receivables or performance guarantees.

From a qualitative standpoint, these sales, in Crown’s opinion, would not be deemed important by a reasonable investor in making an investment decision.  Crown does not have any offices, employees or operations in Cuba, Iran, Sudan or Syria.  The only sales to Iran, Sudan and Syria were made by non-U.S. subsidiaries, as permitted under U.S. economic sanctions and export control laws.  These sales were not, to the best of Crown’s knowledge, understanding and belief, made to the governments of Iran, Sudan or Syria, to customers controlled by the governments of Iran, Sudan or Syria or to individuals on OFAC’s Specially Designated Nationals list.  These sales consist of beverage cans and closures and can-making equipment and related spare parts which are typically used to package beverages for consumer use.  At the present time, Crown does not anticipate any changes in its operations in or contacts with Cuba, Iran, Sudan or Syria as described above.

In light of these factors, Crown does not believe that a reasonable investor would deem the insignificant amounts of products sold to customers in Iran, Sudan and Syria to be quantitatively or qualitatively important in making an investment decision or perceive any reasonable risk to Crown’s reputation or share price associated with these sales.  Further, Crown's training programs and compliance policies and procedures are designed to prevent violation of applicable law and the related potential liability to investors.  As described in your comment, Crown's Chairman and CEO has referred to Crown's business contracts with Syria in past earnings conference calls and to the best of Crown's knowledge and belief, no shareholder or potential investor has raised such transactions as a source of concern in any respect.  Crown is aware of the various divestment initiatives regarding companies that do business in countries designated as state-sponsors of terrorism and does not believe that such divestments, if any were to occur, would have a material adverse effect on the company’s share price or its investors.

Page 2

*   *   *   *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:     Vice President and Corporate Controller

August 11, 2011

Via E-mail
Kevin C. Clothier  Vice President and Corporate Controller Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 Re: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010
  Filed February 28, 2011   File No. 0-50189
Dear Mr. Clothier:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking 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.

General

1. We note from the disclosure on page 1 that  you have operations in the Caribbean, the
Middle East, and Africa, regi ons generally understood to include Cuba, Iran, Syria, and
Sudan.  In addition, we are aware of publis hed reports that your Chairman and CEO
referred to your business contacts with Syri a in your quarterly ear nings conference calls
this year.  As you know, Cuba, Iran, Syria,  and Sudan are identified by the State
Department  as state sponsors of terrorism, and are s ubject to U.S. economic sanctions and
export controls.  Please describe to us your  past, current, and any anticipated contacts
with the referenced countries, whether through subsidiaries, joint ventures, or other direct
or indirect arrangements, si nce your letter to us dated October 19, 2007.  Your response
should describe any goods and services that  you have provided into Cuba, Iran, Syria,
and/or Sudan, directly or i ndirectly, and any agreements, commercial arrangements, or
other contacts you have had with the government s of the referenced countries or entities
controlled by them .

Kevin C. Clothier
Crown Holdings, Inc. August 11, 2011 Page 2
 2. Please discuss the materiality of your busine ss activities in, and other contacts with,
Cuba, Iran, Syria, and/or Sudan, described in response to the foregoing comment, and
whether they constitute a mate rial investment risk for your security holders.  You should
address materiality in quantitative terms,  including the approximate dollar amounts of
any revenues, assets, and liabili ties associated with each of the referenced countries for
the last three fiscal years and the subsequent  interim period.  Also, address materiality in
terms of qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potentia l impact of corpor ate activities upon a
company’s reputation and share value.  As  you may know, various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism.  Your  materiality analysis  should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associat ed with Cuba, Iran, Syria, or Sudan.

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 rela ting to the 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

 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.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,            / s /  C e c i l i a  B l y e            C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk  cc:  Pamela Long   Assistant Director  Division of Cor poration Finance

July 11, 2011
 Via E-mail

Timothy J. Donahue Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 28, 2011
Definitive Proxy Statement on Schedule 14A
  Filed March 21, 2011   Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  Filed May 4, 2011   Form 8-K File d June 14, 2011
File No. 0-50189

Dear Mr. Donahue:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Rufus Decker
Rufus Decker Accounting Branch Chief

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July 7, 2011

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re:  Crown Holdings, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2010

        Filed February 28, 2011

      Definitive Proxy Statement on Schedule 14A

      Filed March 21, 2011

    Form 10-Q for the Fiscal Quarter Ended March 31, 2011

        Filed May 4, 2011

        Form 8-K Filed June 14, 2011

        File No. 0-50189

Dear Mr. Decker:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated July 6, 2011 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2010, Definitive Proxy Statement on Schedule 14A, Form 10-Q for the fiscal quarter ended March 31, 2011 and Form 8-K filed June 14, 2011. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 8-K filed June 14, 2011

1.

We note that you filed a Form 8-K on June 14, 2011, to report your entry into a sixth amendment to your credit agreement.  Please file an amendment to this Form 8-K to file the sixth amendment to your credit agreement as a material contract exhibit.

We will file the sixth amendment to the credit facility as an exhibit to Form 10-Q for the fiscal quarter ended June 30, 2011.

Page 2

*   *   *   *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:     Vice President and Corporate Controller

July 6, 2011
 Via E-mail

Timothy J. Donahue Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 28, 2011
Definitive Proxy Statement on Schedule 14A
  Filed March 21, 2011   Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  Filed May 4, 2011   Form 8-K File d June 14, 2011
File No. 0-50189

Dear Mr. Donahue:
 We have reviewed your response letter dated July 5, 2011, and have the following
additional comment.  In our comment, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.                Form 8-K Filed June 14, 2011

 1. We note that you filed a Form 8-K on June  14, 2011, to report your entry into a sixth
amendment to your credit agreement.  Please file  an amendment to this Form 8-K to file the
sixth amendment to your credit agreemen t as a material c ontract exhibit.

Mr. Donahue
Crown Holdings, Inc. July 6, 2011 Page 2
 You may contact Tracey Houser , Staff Accountant, at (202)  551-3736, or in her absence,
me at (202) 551-3769, if you have questions regard ing comments on the financial statements and
related matters.  Please contact Hagen Gane m, Staff Attorney, at (202) 551-3330, or in his
absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397, with any other questions.

Sincerely,
   /s/ Rufus Decker
Rufus Decker Accounting Branch Chief

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July 5, 2011

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re:  Crown Holdings, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2010

        Filed February 28, 2011

      Definitive Proxy Statement on Schedule 14A

      Filed March 21, 2011

    Form 10-Q for the Fiscal Quarter Ended March 31, 2011

        Filed May 4, 2011

        File No. 0-50189

Dear Mr. Decker:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated June 27, 2011 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2010, Definitive Proxy Statement on Schedule 14A and Form 10-Q for the fiscal quarter ended March 31, 2011. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2010

K.  Provision for Asbestos, page 64

1.

We note your response to comment 3 in our letter dated June 14, 2011, including the draft disclosure you intend to include in future filings.  We note that your accrual consists of an amount for pending claims and an amount for future asbestos-related claims.  Based on the explanation provided as to why you are unable to estimate the amount of reasonably possible loss, it appears that the inability to reasonably estimate the amount of reasonably possible loss in excess of accrual relates to your future asbestos-related claims rather than your pending claims.  Please revise your draft disclosure to state the amount or range of reasonably possible loss in excess of accrual for your pending asbestos-related claims.  Otherwise, please provide an explanation as to why you are unable to estimate the amount or range of reasonably possible loss in excess of accrual for pending asbestos-related claims.  Please also confirm to us that each quarter you are not only evaluating your accrual but also making every effort to estimate the amount or range of reasonable possible loss in excess of accrual for both your pending asbestos-related claims and your future asbestos-related claims.  Please refer to ASC 450-20-50-4 and Question 2 to ASC 450-20-S99-1 for guidance.

In response to your comment, we will clarify in future filings that the Company’s inability to estimate the reasonably possible loss in excess of its accrual for asbestos-related claims relates to both pending and future claims.

Accordingly, we will include proposed disclosure similar to the following:

As of March 31, 2011, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $243 million, including $192 million for unasserted claims.  The Company’s accrual includes estimated probable costs for claims through the year 2020.  The Company’s accrual excludes potential costs for claims beyond 2020, because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens.

It is reasonably possible that the actual loss could be in excess of the Company’s accrual.  However, the Company is unable to estimate the reasonably possible loss in excess of its accrual due to uncertainty in the following assumptions:  the amount of damages sought by the claimant (which was not specified for approximately 96% of the claims outstanding at the end of 2010), the Company and claimant’s willingness to negotiate a settlement, the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlement demands for non-bankrupt defendants), the nature of pending and future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the claimant’s ability to demonstrate the alleged link to Crown Cork), the volatility of the litigation environment, the defense strategies available to the Company, the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority of the Company’s asbestos cases are filed).

In addition, we confirm that our quarterly procedures include not only evaluating the appropriateness of our accrual but also assessing the adequacy and sufficiency of our related disclosures.

Page 2

*   *   *   *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:     Vice President and Corporate Controller

June 27, 2011
 Via E-mail

Timothy J. Donahue Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 28, 2011
Definitive Proxy Statement on Schedule 14A
  Filed March 21, 2011   Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  Filed May 4, 2011
File No. 0-50189

Dear Mr. Donahue:
 We have reviewed your response letter dated June 22, 2011, and have the following
additional comment.  In our comment, 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 comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.    Form 10-K for the Fiscal Y ear Ended December 31, 2010

 K.  Provision for Asbestos, page 64

 1. We note your response to comment 3 in our le tter dated June 14, 2011, including the draft
disclosure you intend to include in future filings.  We note that your accrual consists of an
amount for pending claims and an amount for fu ture asbestos-related claims.  Based on the
explanation provided as to w hy you are unable to estimate the amount of reasonably possible
loss, it appears that the inability to reasonabl y estimate the reasonabl y possible loss in excess
of accrual relates to your  future asbestos-related claims rather than your pending claims.
Please revise your draft disclosu re to state the amount or rang e of reasonably possible loss in
excess of accrual for your pendi ng asbestos-related claims.  Ot herwise, please provide an

Mr. Donahue
Crown Holdings, Inc. June 27, 2011 Page 2
 explanation as to why you are unable to estima te the amount or range of reasonably possible
loss in excess of accrual for pending asbestos-rela ted claims. Please also confirm to us that
each quarter you are not only evaluating your a ccrual but also making every effort to
estimate the amount or range of reasonable possible loss in excess of accrual for both your
pending asbestos-related claims and your future asbestos-related claims.  Please refer to ASC
450-20-50-4 and Question 2 to ASC 450-20-S99-1 for guidance.

You may contact Tracey Houser , Staff Accountant, at (202)  551-3736, or in her absence,
me at (202) 551-3769, if you have questions regard ing comments on the financial statements and
related matters.
Sincerely,
   /s/ Rufus Decker
Rufus Decker Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

Page 1

June 22, 2011

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re:  Crown Holdings, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2010

        Filed February 28, 2011

      Definitive Proxy Statement on Schedule 14A

      Filed March 21, 2011

    Form 10-Q for the Fiscal Quarter Ended March 31, 2011

        Filed May 4, 2011

        File No. 0-50189

Dear Mr. Decker:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated June 14, 2011 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2010, Definitive Proxy Statement on Schedule 14A and Form 10-Q for the fiscal quarter ended March 31, 2011. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2010

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations, page 30

1.

We note the additional disclosures you intend to include in future filings in response to comment 4 in our letter dated May 24, 2011.  As requested in comment 3 in our letter dated May 24, 2011, please expand upon the draft disclosures to provide investors with an analysis of the material factors impacting net sales and segment income in terms of quantifying each factor and explaining why the factors are impacting net sales or segment income in future filings.  For example, please quantify the impact the pass-through of lower steel costs to customers in the aerosol can business had on net sales.  Please provide an analysis as to why there was an increase in regional demand for beverage cans. Please provide an explanation as to why segment income margin increased to 17.4% from 15.3%.  In this regard, an increase in demand does not provide investors with sufficient information to understand an increase in margins.

In response to your comment, we will include language similar to the following to expand upon our proposed disclosure:

Non-reportable segments

Net sales in non-reportable segments increased from $1,174 million in 2009 to $1,187 million in 2010 primarily due to $49 million from increased beverage can sales unit volumes in Cambodia, China, Malaysia and Vietnam and $19 million from the impact of foreign currency translation, partially offset by $27 million from pass-through of lower steel costs to customers in the Company’s aerosol can businesses and $23 million from the April 2010 sale of the Company’s plastic closures business in Brazil. Growth in sales unit volumes was the result of increased regional demand driven by macro economic factors such as GDP growth and increased consumer spending.

Segment income increased from $180 million in 2009 to $206 million in 2010 primarily due to $15 million from increased demand for beverage cans, resulting in increased sales unit volumes and improved operating efficiencies from higher absorption of fixed costs, $4 million from the impact of foreign currency translation and $7 million from other improvements including $4 million in lower depreciation and amortization.

Page 2

Liquidity and Capital Resources, page 35

2.

We note the additional disclosures you intend to include in future filings in response to comment 5 in our letter dated May 24, 2011.  Specifically, you note that certain foreign subsidiaries provide cash to the U.S. operations through dividends that the U.S. operations rely on for funding, while other foreign subsidiaries have been designated as permanently reinvested.  Please disclose the portion of the $379 million of cash and cash equivalents that are held at foreign subsidiaries that have been designated as permanently reinvested in future filings.  Please also disclose that your current operating plans do not demonstrate a need to repatriate the foreign cash and cash equivalent amounts designated as permanently reinvested.

In response to your comment, we will include disclosure similar to the following in future annual filings:

As of December 31, 2010, $421 million of the Company’s $463 million of cash and cash equivalents was located outside the U.S. The Company is not aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S.

The Company funds it cash needs in the U.S. through a combination of cash flows generated in the U.S. and dividends from certain foreign subsidiaries.  The Company records current and/or deferred U.S. taxes for the earnings of these foreign subsidiaries.  For certain other foreign subsidiaries, the Company considers earnings indefinitely reinvested and has not recorded any U.S. taxes.  Of the $421 million cash and cash equivalents located outside the U.S., $282 million was held by subsidiaries for which earnings are considered indefinitely reinvested.   While based on current operating plans the Company does not foresee a need to repatriate these funds, if such earnings were repatriated the Company would be required to record current and/or deferred U.S. taxes on the repatriated funds.

K.  Provision for Asbestos, page 64

3.

We note the additional disclosures you intend to provide in future filings in response to comment 11 in our letter dated May 24, 2011.  Specifically, we note your statement, "...the Company is unable to estimate the reasonably possible loss in excess of accrual due to potential changes in the litigation environment and other uncertainties inherent in making long-term projections whose impact cannot be known or reasonably estimated."  We further note additional disclosures regarding difficulty in predicting the ultimate outcome.  Please note that a statement that you are unable to predict the ultimate outcome does not sufficiently address your disclosure requirement, as the amount to be disclosed is a best estimate based on the available information prior to releasing your consolidated financial statements rather than an ultimate or known amount.  To the extent that you continue to be unable to provide a reasonable estimate of the reasonably possible loss in excess of accrual, please provide a more specific explanation as to why.   Please refer to ASC 450-20-50-4 and Question 2 to ASC 450-20-S99-1 for guidance.

In response to your comment, we will include disclosure similar to the following in future quarterly and annual filings:

As of March 31, 2011, the Company’s accrual for pending and future asbestos-related claims and related legal costs was $243 million, including $192 million for unasserted claims.  The Company’s accrual includes estimated probable costs for claims through the year 2020.

The Company’s accrual excludes potential costs for claims beyond 2020, because the Company believes that the key assumptions underlying its accrual are subject to greater uncertainty as the projection period lengthens.  These assumptions include the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, the nature of future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the alleged link to Crown Cork), the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlement demands for non-bankrupt defendants), and the effect of state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority  of the Company’s asbestos cases are filed).

It is reasonably possible that the actual loss could be in excess of the Company’s accrual.  However, because of the difficulty in forecasting asbestos-related claims and the factors described above, the Company is unable to estimate the reasonably possible loss in excess of its accrual.  If resolved in a manner different from the Company’s estimate, it is reasonably possible that these matters could have a material effect on the Company’s results of operations, cash flows and financial position.

4.

We note your statement that the resolution of the asbestos matters is not expected to have a material adverse effect on your financial position.  We further note your additional statement that if the asbestos matters are resolved in a manner different from the estimate, there could be a material effect to your financial position.  Please reconcile these two statements in your proposed disclosures, as investors may not understand the distinction you are attempting to make.

In response to your comment, we have revised our disclosure as proposed in our response to comment 3.

5.

We note your references to "material adverse effect" when disclosing your materiality assessment to your financial position, results of operations and cash flows for the asbestos-related claims in your proposed future disclosures and in the disclosures provided in your fiscal year 2010 Form 10-K.  In future filings, please remove the term, adverse, from your materiality assessment disclosures for your asbestos-related claims and other loss contingencies disclosures you may disclose in the future.  In this regard, material adverse effect could be viewed by investors as having a higher threshold associated with it than material effect.

In response to your comment, we will remove the term adverse from materiality assessment disclosures for the Company’s asbestos-related claims and other loss contingencies.

Page 3

*   *   *   *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:     Vice President and Corporate Controller

June 14, 2011
 Via E-mail

Timothy J. Donahue Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed February 28, 2011
Definitive Proxy Statement on Schedule 14A
  Filed March 21, 2011   Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  Filed May 4, 2011
File No. 0-50189

Dear Mr. Donahue:
 We have reviewed your response letter dated June 8, 2011, and have the following
additional 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 Fiscal Year Ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 30

 1. We note the additional disclosures you intend to  include in future filings in response to
comment 4 in our letter dated May 24, 2011.  As requested in comment 3 in our letter dated
May 24, 2011, please expand upon the draft disclosures to provide investors with an analysis
of the material factors impacting net sales a nd segment income in terms of quantifying each
factor and explaining why the factors are impact ing net sales or segment income in future
filings.  For example, please quantify the imp act the pass-through of lower steel costs to

Mr. Donahue
Crown Holdings, Inc. June 14, 2011 Page 2
 customers in the aerosol can business had on net sa les.  Please provide an  analysis as to why
there was an increase in regi onal demand for beverage cans.  Please provide an explanation
as to why segment income ma rgin increased to 17.4% from 15.3%.  In this regard, an
increase in demand does not provi de investors with sufficient information to understand an
increase in margins.
 Liquidity and Capital Resources, page 35

 2. We note the additional disclosures you intend to  include in future filings in response to
comment 5 in our letter dated May 24, 2011.  Specifically, you note that certain foreign
subsidiaries provide cash to the U.S. operati ons through dividends that the U.S. operations
rely on for funding, while other foreign subsidia ries have been designated as permanently
reinvested.  Please disclose the portion of th e $379 million of cash and cash equivalents that
are held at foreign subsidiaries that have been  designated as permanently reinvested in future
filings.  Please also disclose that your curren t operating plans do not demonstrate a need to
repatriate the foreign cash and cash equi valent amounts designated as permanently
reinvested.
 K.  Provision for Asbestos, page 64

 3. We note the additional disclosures you intend to  provide in future filings in response to
comment 11 in our letter dated May 24, 2011.  Specifically, we note your statement, “…the
Company is unable to estimate the reasonabl y possible loss in exce ss of accrual due to
potential changes in the litigat ion environment and other uncer tainties inherent in making
long-term projections whose impact cannot be known or reasonably esti mates.”  We further
note additional disclosures regarding difficulty in predicting the ultimate outcome.  Please
note that a statement that you are unable to pr edict the ultimate outcome does not sufficiently
address your disclosure requirement, as the amount  to be disclosed is a best estimate based
on the available information prior to releasing your consolidated financ ial statements rather
than an ultimate or known amount.  To the extent  that you continue to be unable to provide a
reasonable estimate of the reasonably possible loss in excess of accrual, please provide a more specific explanation as to why.  Pleas e refer to ASC 450-20-50-4 and Question 2 to
ASC 450-20-S99-1 for guidance.
 4. We note your statement that the resolution of the asbestos matters is not  expected to have a
material adverse effect on your financial posi tion.  We further note your additional statement
that if the asbestos matters are resolved in a manner different from the estimate, there could
be a material effect to your financial position.  Please reconcile these two statements in your
proposed disclosures, as investors may not understand the distincti on you are attempting to
make.
 5. We note your references to “material advers e effect” when disclo sing your materiality
assessment to your financial position, results of operations and cash flows for the asbestos-
related claims in your proposed future disclosu re and in the disclosures provided in your
fiscal year 2010 Form 10-K.  In future filings , please remove the term, adverse, from your

Mr. Donahue
Crown Holdings, Inc. June 14, 2011 Page 3

materiality assessment disclosures for your  asbestos-related claims and other loss
contingencies disclosures you may disclose in th e future.  In this regard, material adverse
effect could be viewed by i nvestors as having a higher thresh old associated with it than
material effect.

You may contact Tracey Houser , Staff Accountant, at (202)  551-3736, or in her absence,
me at (202) 551-3769, if you have questions regard ing comments on the financial statements and
related matters.
Sincerely,
   /s/ Rufus Decker
Rufus Decker Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

 Confidential Treatment Requested by Crown Holdings, Inc.

 Pursuant to 17 C.F.R.§200.83

Page 1

June 8, 2011

VIA EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549-4631

Re:  Crown Holdings, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2010

        Filed February 28, 2011

      Definitive Proxy Statement on Schedule 14A

      Filed March 21, 2011

    Form 10-Q for the Fiscal Quarter Ended March 31, 2011

        File No. 0-50189

Dear Mr. Decker:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated May 24, 2011 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2010, Definitive Proxy Statement on Schedule 14A and Form 10-Q for the fiscal quarter ended March 31, 2011. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2010

General

1.

In future filings, please disclose the equivalent U.S. dollar amount for all foreign currency amounts disclosed, since the U.S. dollar is your presentation currency and will allow an investor to better understand how the amount relates to your consolidated financial statements.

In response to your comment, we will disclose the equivalent U.S. dollar amount for all foreign currency amounts in future quarterly and annual filings.

 Confidential Treatment Requested by Crown Holdings, Inc.

 Pursuant to 17 C.F.R.§200.83

Page 2

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 27

2.

We note your discussion under the caption "Common Stock and Other Equity" on page 42 that your credit and loan facilities and outstanding notes "contain provisions that limit...the payment of dividends subject to certain payments...and exceptions."  In future filings, please briefly describe the restrictions and exceptions under your debt arrangements that limit your ability to pay dividends.  See Item 201(c)(1) of Regulation S-K.

In response to your comment, we will include disclosure similar to the following in future quarterly and annual filings:

The amount of restricted payments permitted to be made, including dividends and repurchases of the Company’s common stock, is generally limited to the cumulative excess of $200 million plus 50% of adjusted net income plus proceeds from the exercise of employee stock options over the aggregate of restricted payments made since July 2004 .  Adjustments to net income may include, but are not limited to, items such as asset impairments, gains and losses from asset sales and early extinguishments of debt.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations, page 30

Results of Operations, page 30

3.

In future filings, please expand 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.  Specifically, please 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 each factor has occurred and is impacting the specific line item in the specific manner.  In addition you should discuss known or anticipated trends that have and/or may continue to have a positive or negative 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 and/or geographic areas that underlying 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.  A more detailed analysis will also aid investors in better understanding the risks associated with goodwill impairment, restructuring activities and deferred tax assets.  Examples include the following:

 ●
For your discussion and analysis of net sales on a consolidated basis and at the reportable segment level, you attribute the changes to (a) unit volume changes; (b) changes in pass-through raw material costs; and (c) foreign currency translation.  Please expand upon these factors to include an explanation for each of the changes.  For example, the changes in volume may be due to an expansion project, a restructuring project, a change in capacity utilization (including a lower planned production), an increase in market share, pre-buying by customers, a change in customer direction, etc.  In terms of the corresponding analysis of segment income, please also provide an expanded analysis of the material factors impacting this performance measure.  For example, if there has been a shift in product mix, please explain that shift and how that shift has specifically impacted your operating results.  Another example would be a lag in the passing along of material increases in the cost of raw materials.

 Confidential Treatment Requested by Crown Holdings, Inc.

 Pursuant to 17 C.F.R.§200.83

Page 3

 ●

We note that you have been focusing on your expansion program with a primary focus on emerging markets.  In this regard, we note from 2007 to 2010 you had approximately $830 million in capital spending, which was primarily focused on capacity expansion and emerging markets.  However, there is very little discussion of these capacity expansion projects within MD&A and their corresponding impact on your net sales and segment income and whether the impact is in line with management expectations when the capital programs began.  We further note that you anticipate increasing your capacity by approximately 10 billion units by mid-2012 from the capacity levels as of December 31, 2010.  However, we did not note an analysis of this expectation and the expected impact to your net sales and operating results.

 ●

We note that you recognized inventory pricing gains during fiscal year 2009 that did not reoccur in fiscal year 2010 from your fiscal year 2010 analyst conference call.  However, we did not note a corresponding discussion, including quantification, of the inventory pricing gain recognized during fiscal year 2009 in MD&A.

 ●

We note that your effective tax rate was positively impacted by the release of valuation allowances associated with your U.S. and French operations.  Please provide investors with a more detailed explanation as to the material factors that you considered when releasing the valuation allowances.

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.  Please also refer to your response to comment 1 in your letter dated April 18, 2008.

We will include appropriate additional disclosure responsive to your comments in future quarterly and annual filings.

 Confidential Treatment Requested by Crown Holdings, Inc.

 Pursuant to 17 C.F.R.§200.83

Page 4

4.

In future filings, please include a discussion and analysis with quantification of the business reasons for significant changes between periods of net sales and segment income for your non-reportable segments for each period presented.  In this regard, we note that the non-reportable segments' external sales is 14.9% of fiscal year 2010 net sales and segment income is 33.6% of fiscal year 2010 income before income taxes and equity earnings.  Please also include a discussion and analysis with quantification business reasons for significant changes between periods for corporate and unallocated items.  Please refer to Items 303(a) and 303(a)(3)(i) of Regulation S-K and Section 501.12.b of the Financial Reporting Codification for guidance.  Please provide us with the disclosures you intend to include in future filings for fiscal year 2010 as compared to fiscal year 2009.

In response to your comment, in future quarterly and annual filings, we will include discussion and analysis of significant changes between periods of net sales and segment income for non-reportable segments as well as significant changes between periods for corporate and unallocated items.  Our proposed disclosure for fiscal year 2010 as compared to fiscal year 2009 is as follows:

Non-reportable segments

Net sales in non-reportable segments increased from $1,174 million in 2009 to $1,187 million in 2010 primarily due to $19 million from the impact of foreign currency translation, and $49 million from increased beverage can sales unit volumes in Cambodia, China, Malaysia and Vietnam, partially offset by $23 million from the April 2010 sale of the Company’s plastic closures business in Brazil and the pass-through of lower steel costs to customers in the Company’s aerosol can businesses.  Growth in sales unit volumes were the result of increased regional demand.

Segment income in non-reportable segments increased from $180 million in 2009 to $206 million in 2010 primarily due to increased market demand for beverage cans.

Corporate and unallocated items

Corporate and unallocated costs decreased from $233 million in 2009 to $201 million in 2010 primarily due to a benefit of $20 million in 2010 from the settlement of a legal dispute unrelated to the Company’s ongoing operations and $18 million of lower pension costs, partially offset by an increase of $6 million related to miscellaneous other corporate costs.

Liquidity and Capital Resources, page 35

5.

We note that approximately 72% of your net sales were generated by your international operations.  In future filings, please expand your disclosure to provide additional clarity regarding the amounts of cash and cash equivalents which are available for your use for ongoing cash needs.  In this regard, please disclose the amount of cash and cash equivalents held outside the U.S., as well as the amounts that are restricted by laws to be used in other countries.  Please also disclose that if cash and cash equivalents held outside the U.S. are needed for your operations in the U.S., you would be required to accrue and pay U.S. taxes to repatriate these funds; however, your intent is to permanently reinvest these foreign amounts outside the U.S. and your current plans do not demonstrate a need to repatriate the foreign amounts to fund your U.S. operations, if true.

 Confidential Treatment Requested by Crown Holdings, Inc.

 Pursuant to 17 C.F.R.§200.83

Page 5

In response to your comment, we will include disclosure similar to the following in future annual filings:

As of December 31, 2010, approximately $379 million of the Company’s $423 million of cash and cash equivalents was located outside the U.S. The Company is not aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S.

The Company funds it cash needs in the U.S. through a combination of cash flows generated in the U.S. and dividends from certain foreign subsidiaries.  The Company records current and/or deferred U.S. taxes for the earnings of these foreign subsidiaries.  For certain other foreign subsidiaries, the Company has asserted that earnings will be indefinitely reinvested and therefore, has not recorded any U.S. taxes.  If such earnings were repatriated to the U.S., the Company would be required to record current and/or deferred U.S. taxes on the repatriated funds.

Capital Expenditures, page 41

6.

In future filings, please indicate the general purpose of your capital commitments and the anticipated source of funds needed to fulfill such commitments.  See Item 303(a)(2) of Regulation S-K.

In response to your comment, in future annual filings, or quarterly filings if there has been a material change since year-end, we will disclose the general purpose of our capital commitments and the anticipated source of funds needed to fulfill such commitments.

Critical Accounting Policies, page 43

7.

If you use the term EBITDA in future filings as part of your explanation for estimating the fair value of your reporting units for purposes of testing goodwill for impairment, please ensure that it represents EBITDA as is commonly defined.  If you make any adjustments to EBITDA as is commonly defined, please instead use a description such as Adjusted EBITDA to refer to your measure.  Further, please revise your description of this measure to begin with net income rather than revenues to allow investors to better understand the adjustments you are making.

In response to your comment, in future filings as part of our explanation for estimating the fair value of our reporting units for purposes of testing goodwill for impairment, we will refer to our measure of EBITDA as Adjusted EBITDA and describe the adjustments from net income.

8.

Please expand upon your discussion of the U.S. deferred tax assets in future filings to bridge the gap between the release of $58 million of valuation allowance and the continued recognition of $177 million of valuation allowance.

 Confidential Treatment Requested by Crown Holdings, Inc.

 Pursuant to 17 C.F.R.§200.83

Page 6

In response to your comment, in future annual filings, we will provide disclosure similar to the following to expand upon the discussion of U.S. deferred tax assets to more clearly bridge the gap between the $58 million of valuation allowance released in 2009 and the $177 million of valuation allowance maintained as of December 31, 2010.

During the fourth quarter of 2009, the Company released $58 million of its U.S. deferred tax asset valuation allowances because management determined that it was more likely than not that the related deferred tax benefits would be realized based on projections of future taxable income.  The valuation allowance release included $54 million for foreign tax credits and $4 million for research credits.  At December 31, 2010, the Company continued to maintain a valuation allowance of $177 million including $151 million for state tax loss carryforwards and $25 million for U.S. federal capital loss carryforwards.  The Company does not believe that it is more likely than not that these deferred tax assets will be utilized prior to their expiration.  The Company’s ability to utilize state tax loss carryforwards is impacted by several factors including expiration dates, limitations imposed by certain states on the amount of loss carryforwards that can be used in a given year to offset taxable income and whether the state permits the Company to file a combined return.   The Company’s ability to utilize capital loss carryforwards is dependent upon the availability of future capital gain income which the Company does not currently project.

9.

Please provide a sensitivity analysis for your material assumptions on your pension obligations in addition to your pension expense in future filings.

In response to your comment, in future annual filings we will provide a sensitivity analysis for material assumptions related to our pension obligations.

Consolidated Statement of Operations, page 54

10.

We note that you have included asset impairment charges in the provision for restructuring line item in addition to the asset impairments and sales line item.  In future filings, please consider including all asset impairment charges in one line item.  This will allow investors to more easily identify the total amount of asset impairment charges.

We believe that it is more meaningful for an investor to include asset impairment charges in the p

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

May 24, 2011

via U.S. mail and facsimile

Timothy J. Donahue, CFO Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Ye ar Ended December 31, 2010
  Filed February 28, 2011
Definitive Proxy Statement on Schedule 14A
  Filed March 21, 2011
  Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  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 w ith 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 circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.   Form 10-K for the Fiscal Year Ended December 31, 2010

 General

 1. In future filings, please disclose the equi valent U.S. dollar amount for all foreign
currency amounts disclosed, si nce the U.S. dollar is your presentation currency and
will allow an investor to better unde rstand how the amount relates to your
consolidated financial statements.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 2   Item 5.  Market for Registrant’s Common E quity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 27
 2. We note your discussion under the capti on “Common Stock and Other Equity” on
page 42 that your credit and loan facilities and outstand ing notes “contain provisions
that limit…the payment of dividends subjec t to certain payments…and exceptions.”
In future filings, please briefly describe the restrictions and exceptions under your
debt arrangements that limit your ability to  pay dividends.  See Item 201(c)(1) of
Regulation S-K.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 30

 3. In future filings, please expand the disc ussion of your results of operations on a
consolidated basis and at th e reportable segment level for each period presented in
your annual and quarterly periodic filings .  Specifically, pl ease provide a more
comprehensive analysis of the factors that impacted net sale s, cost of products sold,
segment income, etc., ensuring that you sufficiently explain why each factor has
occurred and is impacting the specific line item in the specific manner.  In addition
you should discuss known or anticipated trends that have and/or may continue to have
a positive or negative 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 and/or geograp hic areas that underlying each of your
reportable segments.  Your discussion and analysis is to provide investors with
sufficient information to understand the histor ical trends and the expectations for the
future as seen through the eyes of management.  A more detailed analysis will also aid investors in better understanding th e risks associated with goodwill impairment,
restructuring activities and deferred tax assets.  Examples include the following:
 For your discussion and analysis of net sa les on a consolidated basis and at the
reportable segment level, you attribute the changes to (a) unit volume changes; (b)
changes in pass-through raw material costs;  and (c) foreign cu rrency translation.
Please expand upon these factors to incl ude an explanation for each of the
changes.  For example, the changes in  volume may be due to an expansion
project, a restructuring project, a change  in capacity utiliza tion (including a lower
planned production), an increase in ma rket share, pre-buying by customers, a
change in customer direction, etc.  In  terms of the corres ponding analysis of
segment income, please also provide an e xpanded analysis of the material factors
impacting this performance measure.  For example, if there has been a shift in product mix, please explain that shift and how that shift has specifically impacted
your operating results.  Another example would be a lag in the passing along of
material increases in the co st of raw materials.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 3
 We note that you have been focusing on your expansion program with a primary
focus on emerging markets.  In this re gard, we note from 2007 to 2010 you had
approximately $830 million in capital spending, which was primarily focused on capacity expansion and emerging markets.   However, there is very little
discussion of these capacity expansi on projects within MD&A and their
corresponding impact on your net sales and segment income and whether the impact is in line with management expect ations when the capit al programs began.
We further note that you anticipate incr easing your capacity by approximately 10
billion units by mid-2012 from the capaci ty levels as of December 31, 2010.
However, we did not note an analysis of this expectation and the expected impact
to your net sales and operating results.
 We note that you recognized inventory pric ing gains during fiscal year 2009 that
did not reoccur in fiscal year 2010 from your fiscal year  2010 analyst conference
call.  However, we did not not e a corresponding discussion, including
quantification, of the invent ory pricing gain recognized during fiscal year 2009 in
MD&A.
 We note that your effective tax rate wa s positively impacted by the release of
valuation allowances associated with your  U.S. and French operations.  Please
provide investors with a more  detailed explanation as to the material factors that
you considered when releasing the valuation allowances.
Please note that this is not meant to re present an all-inclus ive list of where your
MD&A could be improved.  There are many areas that we are not specifically identifying that should have further analys is.  Refer to Item 303 of Regulation S-K,
Section 501 of the Financial Reporting C odification, and SEC Interpretive Release
No. 33-8350 dated December 19, 2003 for additi onal guidance.  Please also refer to
your response to comment 1 in your letter dated April 18, 2008.
 4. In future filings, please include a discussi on and analysis with quantification of the
business reasons for signifi cant changes between periods of net sales and segment
income for your non-reportable segments for each period presented.  In this regard, we note that the non-reportable segments’ exte rnal sales is 14.9% of fiscal year 2010
net sales and segment income is 33.6% of fiscal year 2010 income before income
taxes and equity earnings.  Please also include a discussion and analysis with
quantification business reasons  for significant changes between periods for corporate
and unallocated items.  Please refer to It ems 303(a) and 303(a)(3)(i) of Regulation S-
K and Section 501.12.b. of the Financial Report ing Codification for guidance.  Please
provide us with the disclosures you intend to include in future filings for fiscal year
2010 as compared to fiscal year 2009.
 Liquidity and Capital Resources, page 35

 5. We note that approximately 72% of your net sales were generated by your
international operations.  In future filings , please expand your di sclosure to provide

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 4
additional clarity regarding the amounts of cash and cash equivalents which are
available for your use for ongoing cash needs.  In this regard, please disclose the
amount of cash and cash equivalents held out side the U.S., as well as the amounts that
are restricted by laws to be used in other c ountries.  Please also disclose that if cash
and cash equivalents held outsi de the U.S. are needed for your operations in the U.S.,
you would be required to accrue and pay U. S. taxes to repatriate these funds;
however, your intent is to permanently re invest these foreign amounts outside the
U.S. and your current plans do not demonstr ate a need to repatriate the foreign
amounts to fund your U.S. operations, if true.
 Capital Expenditures, page 41

 6. In future filings, please indicate the gene ral purpose of your cap ital commitments and
the anticipated source of funds needed to fulfill such commitments.  See Item 303(a)(2) of Regulation S-K.
 Critical Accounting Policies, page 43

 7. If you use the term EBITDA in future filings as part of your explanation for
estimating the fair value of your reporting units for purposes of testing goodwill for
impairment, please ensure that it represen ts EBITDA as is commonly defined.  If you
make any adjustments to EBITDA as is  commonly defined, please instead use a
description such as Adjusted EBITDA to refer to your measure.  Further, please
revise your description of this  measure to begin with net income rather than revenues
to allow investors to better unders tand the adjustments you are making.

8. Please expand upon your discussion of the U.S. de ferred tax assets in future filings to
bridge the gap between the release of $58 million of valuation allowance and the
continued recognition of $177 million of valuation allowance.

9. Please provide a sensitivity analysis for your material assumptions on your pension
obligations in addition to your pension expense in future filings.
 Consolidated Statement of Operations, page 54

 10. We note that you have included asset im pairment charges in the provision for
restructuring line item in addition to the a sset impairments and sales line item.  In
future filings, please consider including all asset impairment charges in one line item.
This will allow investors to more easily id entify the total amount of asset impairment
charges.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 5   K.  Provision for Asbestos, page 64

 11. We note your disclosure that  the resolution of  your asbestos-related claims and
settlements is not expected to have a ma terial impact to your financial position.
Please also disclose your assessment of the materiality of your asbe stos-related claims
and settlements to your results of operations  and cash flows.  If it is reasonably
possible that the loss in ex cess of accrual could be ma terial to your  results of
operations and/or cash flows, please disclo se the amount or range of the reasonably
possible loss in excess of accr ual.  If you cannot make an  estimate of the amount or
range of reasonably possible loss in excess of  accrual, please disclose this fact along
and provide us with a detailed explanati on as to why you are unable to provide a
reasonable estimate.  Please refer to ASC 450-20-50-4 and Qu estion 2 to ASC 450-
20-S99-1 for guidance.  Please provide us with  the disclosure you intend to include in
future filings.

M.  Restructuring, page 68

 12. In future filings, please revise your disclo sures regarding your re structuring activities
to provide the following disclosures:
 A description of the facts and circumstan ces leading to each restructuring activity
and the expected completion date of each activity.
 The number of employees impacted by headcount reductions by activity.
 Separately present the costs and liabiliti es associated with each restructuring
activity.  In this regard, the disclosure on page 69 combines the cost and liability
rollforward information for each restructuring activity.
 Separately present for each restructur ing activity the total amount of costs
expected to be incurred in connection w ith the activity, the amount incurred in the
period, and the cumulative amount incurred to  date, net of any adjustments to the
liability with an explanation of th e reasons why by reportable segment.
Please refer to ASC 420-10-50-1 for guidance.  Please provide us with the disclosures
you intend to include in future filings.

T.  Acquisitions, page 79
 13. We note that you completed several transac tions relating to th e acquisition of non-
controlling interest in certain subsidiaries during the fiscal years presented.  In future
filings, please include a tabl e that shows the effects of changes in your ownership
interest on the equity attributable to  you.  Please refer to ASC 810-10-50-1A.d. and
ASC 810-10-55-4M for guidance.  Please provide us with th e disclosure you intend to
include in future filings.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 6   V.  Pensions and Other Retirement Benefits, page 80

 14. In future filings, please disclose the funded status of the U.S. plans and the non-U.S.
plans.  Please also provide a narrative desc ription of the basis used to determine the
overall expected long-term rate-of-return- on-assets assumption.  Please refer to ASC
715-20-50-1.c. and 50-1.d.5.iii. for guidance.

X.  Segment Information, page 90

 15. In future filings, please disclose the sources of revenues included in your non-
reportable segments.  Please refer to ASC 280-10-50-15 for guidance.  Please provide
us with the disclosure you inte nd to include in future filings.

16. In future filings, please clarify if you have in tersegment sales.  To the extent that you
do, please include the am ount of intersegment sales as part of your table presentation
for each reportable segment, including the related impact to segment income.  Please note that any adjustments to eliminate inters egment sales’ profit should be shown as a
separate reconciling item fo r the reconciliation to income before income taxes and
equity earnings.  Finally, please provid e investors with a description of your
intersegment sales.  Please refer to  ASC 280-10-55-48 and 55-49 for guidance.
Please provide us with the disclosure you intend to include in future filings.

Z.  Condensed Combining Financial Information, page 93

 17. Please revise your disclosure for each c ondensed combining financial statements
presented in accordance with Rule 3-10 of  Regulation S-X to state the corresponding
note for which the financial information is pr esented in future filings.  For example,
we note that the first condensed combini ng financial statements are for your €500
7.125% senior notes due 2017.
 Item 15. Exhibits and Financia l Statement Schedules, page 121

 18. It appears that you have omitted the schedules  and exhibits referenced in your Credit
Agreement and the Fourth Amendment theret o incorporated by refe rence as exhibits
4.q and 4.hh, respectively.  Please file with your  next Exchange Act report a complete
copy of these credit agreements, which s hould include all schedules and exhibits
referenced therein.  See Item 601(b)(10) of Regulation S-K.
 19. We note that on December 9, 2010, you filed a Form 8-K that included the Fifth
Amendment to your Credit Agreement.  In future Forms 10-K, please file or incorporate by reference this agreement.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 7   Definitive Proxy Statement on Schedule 14A Filed March 21, 2011

 Corporate Governance, page 10

 Transactions with Related Persons, page 13

 20. In future filings, please provide the disclo sure required by Item 404(b) of Regulation
S-K with respect to your po licies and procedures for the review, approval, or
ratification of your rela ted party transactions.
 Compensation Discussion and Analysis, page 14

 21. Please describe the impact, if any, on the Committee’s decisions regarding Mr.
Conway’s compensation in light of the f act that Mr. Conway realized $6,816,618 and
$6,940,343 upon the exercise of outstanding equity  in 2010.  We would expect to see
disclosure addressing the impact thes e realized amounts had or will have on
compensation policies or specific awards re lating to these individuals, including how
these types of gains will be considered in  setting future reti

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 28, 2010

By U.S. mail and facsimile to (215) 698-9904

Mr. Timothy J. Donahue, Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 RE: Crown Holdings, Inc.
  Form 10-K for the fiscal year ended December 31, 2009
  File No. 0-50189

Dear Mr. Donahue:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Terence O’Brien Branch Chief

CORRESP
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filename1.htm

    Unassociated Document

June 18, 2010

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, 2009

       Filed March 1, 2010

       File No. 0-50189

Dear Mr. O’Brien:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated June 10, 2010 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2009. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2009

Management's Discussion and Analysis, page 28

Critical Accounting Policies, page 39

1.

We have read your response to comment 1 in our letter dated may 4, 2010.  As previously requested, please disclose in future filings your average settlement amounts per claim in MD&A for each period presented, as "average settlement amount per claim" is a specifically identified disclosure in Question 3 of SAB Topic 5:Y.

In response to your comment, in future filings we will disclose the following:

The five year average settlement amount per claim was $6,600, $5,900 and $5,300 for 2009, 2008, 2007 respectively.

2.

In your response to comment 1, you have identified "claims alleging serious disease" as a primary cause of the increased average settlement cost per claim.  It is unclear how a reader can understand the impact of this known risk factor on the registrant's loss exposure absent quantification.  Please distinguish in future filings the types of serious diseases, such as mesothelioma, lung cancer, other cancers, etc., and provide relevant quantifications for each type of serious disease, such as  number of claims filed and settled, for the periods presented.

In response to your comment, in future filings we will disclose the following:

Of the approximately 50,000 cases outstanding at the end of 2009, 2008, 2007 approximately 16%, 15% and 15%, respectively, relate to claims alleging serious diseases (primarily mesothelioma and other malignancies).

3.

We have read your response to comment 2 in our letter dated May 4, 2010.  Please include in future filings, beginning with the June 30, 2010 Form 10-Q in the "Asbestos-Related Liabilities" footnote, the quantified disclosure proposed in your response, as well as the additional clarifying language you have provided regarding the claims filed after 1964, e.g., your primary defense is the date of alleged first exposure, etc.  Also, please disclose whether you believe an adverse ruling in post-1964 claims filed in states other than Texas and Pennsylvania would have a material adverse impact on the Company.

In response to your comment, in future filings we will disclose the following:

Of the 50,000 claims outstanding at December 31, 2009, approximately 15,000 claims relate to claimants alleging first exposure to asbestos after 1964 and 35,000 relate to claimants alleging first exposure to asbestos before or during 1964, of which approximately 12,000 were filed in Texas, 2,000 were filed in Pennsylvania, 6,000 were filed in other states that have enacted asbestos legislation and 15,000 were filed in other states.

With respect to post-1964 claims, regardless of the existence of asbestos legislation the Company does not include in its accrual any amounts for settlements of post-1964 claims because of increased difficulty of establishing identification of relevant insulation products as the cause of injury.  Given our settlement experience with post-1964 claims, we do not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases, or in any other state that has enacted asbestos legislation, would have a material adverse impact on the Company with respect to such claims.

*   *   *   *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:     Vice President and Corporate Controller

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

        June 10, 2010
By U.S. mail and facsimile to (215) 698-9904

Mr. Timothy J. Donahue, Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 RE: Crown Holdings, Inc.
  Form 10-K for the fiscal year ended December 31, 2009
Filed March 1, 2010
  File No. 0-50189

Dear Mr. Donahue:

We have reviewed your response letter dated May 26, 2010 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.

Form 10-K for the year ended December 31, 2009

 Management’s Discussion and Analysis, page 28

 Critical Accounting Policies, page 39

1. We have read your response to comment  1 in our letter dated May 4, 2010.  As
previously requested, please disclose in future filings your average settlement
amounts per claim in MD&A for each peri od presented, as “average settlement
amount per claim” is a specifically iden tified disclosure in Question 3 of SAB
Topic 5:Y.

2. In your response to comment 1, you have  identified “claims alleging serious
disease” as a primary cause of the increased  average settlement cost per claim. It
is unclear how a reader can understand the impact of this known risk factor on the
registrant’s loss exposure absent quantif ication.  Please dist inguish in future
filings the types of seriou s diseases, such as mesothelioma, lung cancer, other
cancers, etc., and provide relevant quantifications for each type of serious disease, such as number of claims filed and settled, for the periods presented.

Mr. Timothy J. Donahue
Crown Holdings, Inc. June 10, 2010 Page 2
3. We have read your response to comme nt 2 in our letter dated May 4, 2010.
Please include in future filings, begi nning with the June 30, 2010 Form 10-Q in
the Asbestos-Related Liabili ties” footnote, the quantifie d disclosure proposed in
your response, as well as the additional clarifying language you have provided regarding the claims filed after 1964, e.g., your primary defense is the date of alleged first exposure, etc.  Also, please  disclose whether you believe an adverse
ruling in post-1964 claims filed in stat es other than Texas and Pennsylvania
would have a material adverse impact on the Company.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please file your response letter on
EDGAR.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
You may contact Jenn Do at (202) 551-3743, Al Pavot (202) 551-3738 or me at
(202) 551-3355 if you have questions  regarding these comments.

         S i n c e r e l y ,             T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
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filename1.htm

    Unassociated Document

Page 1

May 26, 2010

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, 2009

       Filed March 1, 2010

       File No. 0-50189

Dear Mr. O’Brien:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated May 4, 2010 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2009. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2009

Prior Comment 1

1.

In order for readers to better understand your historical and anticipated asbestos-related costs, please disclose your average settlement amounts per claim in MD&A for each period presented.  Such disclosure would also eliminate the need for readers to infer these settlement amounts from the cost and quantity data presented in Note K.  In addition, please disclose in MD&A whether you view any variances as a trend and the reasons therefore.  The potential causal factors cited in your filing, and the additional factors cited in your response, are informative.  However the existing disclosure does not clearly identify which of these factors actually caused the variance.  We understand that historical results are not necessarily indicative of future results.  However, as contemplated by SAB 5:Y, an accurate analysis of historical results is presumed to be informative and not "misleading".   Given the materiality of your loss exposure and of your costs incurred, some explanation of the recent 70% and 30% annual increases is necessary to a reader's understanding of the cost variances and the potential impact on future obligations.

In response to your comment, in future filings, we will update our critical accounting policy disclosure to provide additional information, as modified for future developments.  Our proposed disclosure, with updates to our existing disclosure underlined, is as follows:

The Company’s potential liability for asbestos cases is highly uncertain due to the difficulty of forecasting many factors, including the level of future claims, the rate of receipt of claims, the jurisdiction in which claims are filed, the nature of future claims (including the seriousness of alleged disease, whether claimants allege first exposure to asbestos before or during 1964 and the alleged link to Crown Cork), the terms of settlements of other defendants with asbestos-related liabilities, the bankruptcy filings of other defendants (which may result in additional claims and higher settlement demands for non-bankrupt defendants), potential liabilities for claims filed after the Company’s ten-year projection period and the effect of the state asbestos legislation (including the validity and applicability of the Pennsylvania legislation to non-Pennsylvania jurisdictions, where the substantial majority  of the Company’s asbestos cases are filed).  See Note K to the consolidated financial statements for additional information regarding the provision for asbestos-related costs.

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.  Claims in those states where the Company’s liability is limited by statute and claims alleging first exposure to asbestos after 1964 are included in the number of outstanding claims but are assumed to have no value.   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.  At the end of 2009, the five year average settlement cost per claim was higher than at the end of the preceding two years. The average settlement cost per claim increased due to higher settlement costs for claims alleging serious disease in Crown Cork’s settlement pool during the most recent five-year period.

The Company’s asbestos liability accrual is calculated using a ten-year projection and the Company therefore expects to incur an annual charge to account for projected claims in the new tenth year.  The inclusion of an additional year in the ten-year projection combined with the increased settlement costs per claim, which was partially offset by a projected decrease in the number of future claims, led the Company to record a charge of $55 in 2009 compared to $25 in 2008 and $28 in 2007, in each case to increase the Company’s accrual for probable costs for claims through the following ten-year period.  During 2009, 2008 and 2007, respectively, the Company made asbestos-related payments of $26, $25 and $26.  If the recent trend of settling claims alleging serious disease for higher amounts continues, average settlement costs per claim are likely to increase and, if not offset by a reduction in overall claims and settlements, the Company may record additional charges in the future. A  10%  change in  either  the  average  cost  per  claim or the number of  projected  claims would increase or decrease the estimated liability at December 31, 2009 by $23 for the following ten-year period.  A 10% increase or decrease in these two factors at the same time would increase or decrease the estimated liability at December 31, 2009 by $48 and $44, respectively, for the following ten-year period.

We do not disclose average settlement costs per claim because we believe that such disclosure would be detrimental to the Company and its shareholders.  To provide public disclosure of our average settlement costs per claim would make it increasingly difficult for the Company to settle claims below this average and, as a result, increase our overall costs.  We believe that our proposed disclosure, combined with our existing disclosures, achieves an appropriate balance between providing appropriate information to investors and not jeopardizing the Company’s position in settlement proceedings.

Page 2

Prior Comment 2

2.

Your risk factor on page 13 identifies material factors impacting your asbestos loss exposure including: (1) the jurisdiction in which claims are filed; and (2) the fact that no losses have been recognized for post-1964 exposure claims.  Your critical accounting policy disclosure reiterates the significance of state jurisdiction in your accounting for asbestos claims.  Further, Note K states that adverse rulings in either Texas or Pennsylvania asbestos legislation cases could have a material adverse impact on your Company.  We understand that all cases are not identical, however your existing disclosures clearly communicate that these two factors materially impact the risk profile of your 50,000 outstanding claims.  Consequently, it is not apparent how a quantification of the number of cases that are directly impacted by these specific factors is not necessary for a reader to understand the scope of these contingencies.  For example, given that the number of post-1964 exposure claims is not disclosed, it is currently impossible for a reader to assess the portion of outstanding claims that could be materially impacted by an adverse ruling regarding your liability for post-1964 exposure claims.  Further, given that the $230 million asbestos accrual excludes any post-1964 exposures, it is not possible for readers to assess the potential impact of such a development on your loss accrual.  Similarly, absent similar quantification, it does not appear possible for readers to understand the scope of the potential impact stemming from adverse rulings in either Texas or Pennsylvania.  Regarding the concern expressed in your letter, it is not clear how the requested disclosure would enable litigants to calculate your actual settlement amounts in each jurisdiction given that the such disclosure would not include a disaggregation of expense or liability amounts by jurisdiction.  Please provide the requested disclosures in future filings or propose alternative informative disclosures that address these concerns.

In response to your comment, in future annual filings, we intend to provide the following additional disclosure, as modified for future developments:

Of the 50,000 claims outstanding at December 31, 2009, approximately 15,000 claims relate to claimants alleging first exposure to asbestos after 1964 and 35,000 relate to claimants alleging first exposure to asbestos before or during 1964, of which approximately 12,000 were filed in Texas, 2,000 were filed in Pennsylvania, 6,000 were filed in other states that have enacted asbestos legislation and 15,000 were filed in other states.

With respect to post-1964 claims, the Company’s primary defense is the date of alleged first exposure; the existence of any asbestos legislation is an additional defense, among others.  Given our settlement experience with post-1964 claims, we do not believe that an adverse ruling in the Texas or Pennsylvania asbestos litigation cases would have a material adverse impact on the Company with respect to such claims.

3.

Please tell us, and disclose in future filings, whether you have arrangements similar to claims-handling arrangements under which you expect an estimated number of additional future claims.

In response to your comment, in future filings, we intend to provide the following additional disclosure, as modified for future developments:

Crown Cork has entered into arrangements with plaintiffs’ counsel in certain jurisdictions where claims are not yet filed, or asserted, against us.  However, Crown Cork expects claims, under these arrangements, to be filed or asserted against Crown Cork in the future.  The projected value of these claims is included in the Company’s estimated liability as of December 31, 2009.

Page 3

*   *   *   *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:     Vice President and Corporate Controller

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

        May 4, 2010
By U.S. mail and facsimile to (215) 698-9904

Mr. Timothy J. Donahue, Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 RE: Crown Holdings, Inc.
  Form 10-K for the fiscal year ended December 31, 2009
Filed March 1, 2010
  File No. 0-50189

Dear Mr. Donahue:

We have reviewed your response letter dated April 21, 2010 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.

Prior Comment 1

1. In order for readers to be tter understand your historical and anticipated asbestos-
related costs, please disclose your aver age settlement amounts per claim in
MD&A for each period presented. Such disc losure would also eliminate the need
for readers to infer these settlement amounts from the cost and quantity data
presented in Note K. In addition, please  disclose in MD&A whether you view any
variances as a trend and the reasons therefore. The potential caus al factors cited in
your filing, and the additional factors cite d in your response, are informative.
However the existing disclosure does not clearly identify which of these factors actually caused the variance. We underst and that historical results are not
necessarily indicative of future results. However, as contemplated by SAB 5:Y, an accurate analysis of historical results is presumed to be informative and not
“misleading”. Given the materiality of  your loss exposure and of your costs
incurred, some explanation of the re cent 70% and 30% annu al increases is
necessary to a reader’s u nderstanding of the cost variances and the potential
impact on future obligations.

Mr. Timothy J. Donahue
Crown Holdings, Inc.
May 4, 2010 Page 2   Prior Comment 2

2. Your risk factor on page 13 identifies material factors impacting your asbestos
loss exposure including: (1) the jurisdiction in which claims are filed; and (2) the
fact that no losses have been recogniz ed for post-1964 exposure claims. Your
critical accounting policy disc losure reiterates the signifi cance of state jurisdiction
in your accounting for asbestos claims. Furt her, Note K states that adverse rulings
in either the Texas or Pennsylvania as bestos legislation cases could have a
material adverse impact on your Company. We understand that all cases are not identical, however your existing disclosu res clearly communicate that these two
factors materially impact the risk profile of your 50,000 outstanding claims.
Consequently, it is not apparent how a quan tification of the number of cases that
are directly impacted by these specific f actors is not necessary for a reader to
understand the scope of these contingencies.  For example, given that the number
of post-1964 exposure claims is not disclo sed, it is currently impossible for a
reader to assess the portion of outsta nding claims that c ould be materially
impacted by an adverse ruling regard ing your liability for post-1964 exposure
claims. Further, given that the $230 m illion asbestos accrual excludes any post-
1964 exposures, it is not possible for readers to assess the potentia l impact of such
a development on your loss accrual. Simila rly, absent similar quantification, it
does not appear possible for readers to understand the scope of the potential
impact stemming from advers e rulings in either Texas or Pennsylvania. Regarding
the concern expressed in your  letter, it is not clear how the requested disclosure
would enable litigants to calculate your actual settlement amounts in each jurisdiction given that the such disclosure would not include a disaggregation of
expense or liability amounts by jurisd iction. Please provide the requested
disclosures in future filings or propose alternative informative disclosures that
address these concerns.

3. Please tell us, and disclose in future  filings, whether you have arrangements
similar to claims-handling arrangemen ts under which you expect an estimated
number of additional future claims.

Mr. Timothy J. Donahue
Crown Holdings, Inc. May 4, 2010 Page 3
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Jenn Do at (202) 551-3743, Al Pavot (202) 551-3738 or me at
(202) 551-3355 if you have questions  regarding these comments.

         S i n c e r e l y ,             T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

Confidential Treatment Requested by Crown Holdings, Inc.

Pursuant to 17 C.F.R. § 200.83

Page 1

April 21, 2010

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, 2009

       Filed March 1, 2010

       File No. 0-50189

Dear Mr. O’Brien:

Crown Holdings, Inc. (“we,” “Crown” or the “Company”) is responding to the comments raised in your letter dated April 5, 2010 regarding Crown’s Form 10-K for the fiscal year ended December 31, 2009. For your convenience, the comments are included in this letter in bold face type and are followed by the applicable response.

Form 10-K for the year ended December 31, 2009

Management’s Discussion and Analysis, page 28

Critical Accounting Policies, page 39

1.

In your asbestos liabilities policy discussion on page 40, you disclose that the charge of $55 million in 2009 was higher than the charges of $25 million in 2008 and $29 million in 2007 because the increase in the projected average cost per claim in 2009 was higher than in 2008 and 2007.  We note the same explanation was provided in the December 31, 2008 Form 10-K, when explaining the increase in the charge in 2008 and 2007 from that in 2006.  Based on the number of claims settled or dismissed the last three years, as well as the aggregate settlement amounts for each of those years, which are both quantified on page 63, it appears that the average cost per claim settled increased 70% during 2009, and increased 33% during 2008.  Please tell us the reason(s) for these increases.  If such increases constitute a trend that could materially impact your future results of operations, please disclose this in MD&A in future filings.  Refer to Item 303(a)(3)(ii).

Historically, the average cost per claim has fluctuated significantly based upon a number of factors, including, without limitation, the number of claims settled in a particular period, the seriousness of the illness of the related claimants, jurisdictions in which such claims arose and the extent to which any proposed legislative reform related to asbestos litigation is being considered. [* * *] During the last three fiscal years, however, our aggregate settlement payments have not fluctuated significantly, increasing to $17 million in 2009 as compared to $15 million in 2008 and 2007. Incorporating these factors into our ten-year projection resulted in an increase in the outstanding accrual of $201 million in 2008 to $230 million in 2009.

Confidential Treatment Requested by Crown Holdings, Inc.

Pursuant to 17 C.F.R. § 200.83

Page 2

We expect the average cost per claim to continue to vary considerably over time and, given the multiple factors that affect average cost per claim, we believe it would be premature to disclose that our recent settlement activity represents a known trend that is expected to have a material impact on our future results of operations. Moreover, such disclosure may be misleading to investors given the inconsistent correlation, as evidenced in recent years, between average cost per claim and aggregate settlement payments in a particular period. We believe that our current disclosure under the caption “Management’s Discussion and Analysis–Critical Accounting Policies–Asbestos Liabilities” is more meaningful to investors given the highly uncertain process of forecasting the Company’s potential liability for asbestos cases. Among other things, our current disclosure provides investors with a sensitivity analysis of the effect of a 10% change in either the number of projected claims or the average cost per claim upon our estimated liability.

K.           Provision for Asbestos, page 63

2.

You disclose that you have not included in your accrual of $230 million at December 31, 2009 any amounts for settlements by persons alleging first exposure to asbestos after 1964.  Please tell us and disclose in future filings, of the 50,000 claims outstanding at the end of 2009, the number of claims alleging exposure to asbestos both before and after 1964.  Of those claims alleging post-1964 exposure, tell us supplementally, as well as disclose in future filings:

·

The number of claims filed in Texas,

·

The number of claims filed in Pennsylvania,

·

The number of claims filed in the group of other states mentioned in the footnote that enacted legislation limiting asbestos-related liabilities for companies who are successors by corporate merger to companies that had been involved with asbestos, and

·

The number of claims filed that are not in any of the above states.

Confidential Treatment Requested by Crown Holdings, Inc.

Pursuant to 17 C.F.R. § 200.83

Page 3

The Company supplementally informs the Staff that, as of December 31, 2009, there were [* * *] claims alleging exposure before 1964 and [* * *] claims alleging exposure during or after 1964. Of those claims alleging exposure during or after 1964, [* * *] were filed in Texas, [* * *] were filed in Pennsylvania, [* * *] were filed in other states with legislation limiting our asbestos liability and [* * *] were filed in states other than the foregoing.

Crown respectfully submits that the number of claims alleging exposure to asbestos before or during or after 1964 is not material to investors’ understanding of the Company’s potential asbestos liabilities and may instead be misleading. In particular, in any case (or as is often the case, any group of cases being led by one or more plaintiff firms) there may be multiple defenses available to the Company. The decision to use any defense or defenses as part of the Company’s litigation or settlement strategy is made on a case-by-case basis and depends on a number of factors, including, without limitation, the merits of a particular case, the venue of the case and the plaintiffs’ firm representing the claimant. Disclosing one defense available to the Company, such as whether the claimant was exposed to asbestos during or after 1964, may be misleading because, in any individual given case (or group of cases), other defenses may be applied in addition to, or in lieu of, such defense. Rather, Crown believes that its current disclosure provides investors with more meaningful and concise information regarding its potential asbestos liabilities. Specifically, as disclosed in Crown’s Form 10-K, the Company’s outstanding accrual is subject to the assumption that claims for exposure to asbestos that occurred after the sale of the U.S. company’s insulation business in 1964 would not be entitled to settlement payouts.

The Staff has also requested further breakdown of the claims alleging exposure during or after 1964, using as categories the individual states who have enacted legislation limiting asbestos-related liabilities for companies who are successors by corporate merger to companies that had been involved with asbestos versus those states who have not adopted such legislation. The Company does not believe that such disclosure would be meaningful to investors because, as disclosed in Crown’s Form 10-K, the Company assumes for purposes of its accrual that all claims for exposure to asbestos that occurred after the sale of Crown’s subsidiary’s insulation business in 1964 would not be entitled to settlement payouts. In such instances, regardless of jurisdiction, Crown has available the defense that it did not own or control the insulation business at the time of the alleged exposure. The Company’s assumption applies to both states that have and states that have not adopted legislation limiting the liability of successors-by-merger.

In addition, the Company believes that numerical disclosure of claims filed in individual states would be detrimental to Crown’s litigation defense posture and settlement negotiations with asbestos claimants. Settlement amounts are negotiated on a claim-by-claim basis and vary by jurisdiction. Disclosure of the total number of claims in specific jurisdictions, together with the Company’s current disclosure setting forth, among other things, aggregate settlement amounts in each year, could enable claimants and their legal counsel to determine settlement amounts typically negotiated in a given jurisdiction. In addition to promoting forum shopping by claimants and their counsel, such disclosure could jeopardize the Company’s position in subsequent settlement negotiations.

Confidential Treatment Requested by Crown Holdings, Inc.

Pursuant to 17 C.F.R. § 200.83

Page 4

*   *   *   *

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 Kevin C. Clothier, Vice President and Corporate Controller, at (215) 698-5281.

Crown Holdings, Inc.

/s/ Kevin C. Clothier

Name:  Kevin C. Clothier

Title:     Vice President and Corporate Controller

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                April 5, 2010

By U.S. mail and facsimile to (215) 698-5206

Mr. Timothy J. Donahue, Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 RE: Crown Holdings, Inc.
  Form 10-K for the fiscal year ended December 31, 2009
Filed March 1, 2010
  File No. 0-50189

Dear Mr. Donahue:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issu es we have addressed in our comments.
Where indicated, we think you should revise your disclosures in future filings in response to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended December 31, 2009

Management’s Discussion and Analysis, page 28

Critical Accounting Policies, page 39

1. In your asbestos liabilities policy disc ussion on page 40, you disclose that the
charge of $55 million in 2009 was higher than the charges of $25 million in 2008
and $29 million in 2007 because the increase  in the projected average cost per
claim in 2009 was higher than in 2008 a nd 2007.  We note the same explanation
was provided in the December 31, 2008 Form 10-K, when explaining the increase

Mr. Timothy J. Donahue
Crown Holdings, Inc.
April 5, 2010 Page 2
in the charge in 2008 and 2007 from that in 2006.  Based on the number of claims
settled or dismissed the last three years, as well as the aggregate settlement amounts for each of those years, which are both quantified on page 63, it appears
that the average cost per claim settled  increased 70% during 2009, and increased
33% during 2008.   Please tell us the reas on(s) for these increases.  If such
increases constitute a trend that could ma terially impact your future results of
operations, please disclose this in MD&A  in future filings.  Refer to Item
303(a)(3)(ii).
K. Provision for Asbestos, page 63

 2. You disclose that you have not incl uded in your accrual of $230 million at
December 31, 2009 any amounts for settlements by persons alleging first exposure to asbestos after 1964.  Please tell us and disclose in future filings, of the 50,000 claims outstanding at the end of  2009, the number of claims alleging
exposure to asbestos both before and after 1964.  Of those claims alleging post-
1964 exposure, tell us supplementally, as well as disclose in future filings:

• The number of claims filed in Texas,
• The number of claims filed in Pennsylvania,
• The number of claims filed in the gro up of other states mentioned in the
footnote that enacted legislation lim iting asbestos-related liabilities for
companies who are successors by corpor ate merger to companies that had
been involved with asbestos, and
• The number of claims filed that are not in any of the above states.

We may have further comment.

*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.
Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they provided all information investors require.  Since the company and its management are in possession

Mr. Timothy J. Donahue
Crown Holdings, Inc. April 5, 2010 Page 3  of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Jenn Do at  (202) 551-3743, Al Pavot at (202) 551-3738, or me
at (202) 551-3355 if you have questions rega rding comments on the financial statements
and related matters.

         S i n c e r e l y ,

         T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 2, 2009

By U.S. mail and facsimile to (215) 676-2085

Mr. Timothy J. Donahue, Executive Vice Pr esident and Chief Financial Officer
Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 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. Donahue:  We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,

Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

    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

                    2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 11, 2009

By U.S. mail and facsimile to (215) 676-2085

Mr. Timothy J. Donahue, Executive Vice Pr esident and Chief Financial Officer
Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 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. Donahue:
We have reviewed your response letter dated April 23, 2009 and have the
following additional comment.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  We may or may not raise additional comments.
 Form 10-K for the year ended December 31, 2008

 Item 3. Legal Proceedings, page 21

1.   We note your response to comment 3 in our letter dated March 26, 2009.
However, disclosure regarding the relie f 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 inform ation in future filings.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.

Mr. Timothy J. Donahue
Crown Holdings, Inc. May 11, 2009 Page 2
You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Hagen Ganem at (202) 551-3330 or, in his absence, Brigitte Lippmann at (202)
551-3713, with any other questions.

         S i n c e r e l y ,             T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    April 23,
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

    Definitive Proxy Statement
on Schedule 14A

           File
No. 0-50189

    Dear Mr.
O’Brien:

    Crown
Holdings, Inc. (“we,” “Crown” or
the “Company”) is
responding to the comments raised in your letter dated March 26, 2009
regarding Crown’s Form 10-K for the fiscal year ended December 31, 2008 and
Definitive Proxy Statement on Schedule 14A. 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
1. Business, page 1

              1.

              In
      future filings, to the extent material to an understanding of the
      company’s business taken as a whole, please describe in greater detail
      your intellectual property rights as set forth in Item 101(c)(1)(iv) of
      Regulation S-K.  We note your risk factor disclosure on page 19
      under the heading entitled “The loss of the Company’s intellectual
      property rights would negatively impact its ability to
      compete.”

                  We
      will describe our intellectual property rights in greater detail
      in
      our Form 10-K for the year ended December 31,
      2009.

      Item
3.  Legal Proceedings, page 21

                2.

                We
      note your disclosure under Environmental Matters on page
      35.  Please provide to us, with a view toward future disclosure,
      the information required by Item 103 of Regulation S-K for the
      environmental proceedings.  See Instruction 5(c) to Item
      103.

                      We
      will include disclosures similar to the following in our future 10-K
      filings.

                      The
      Company, along with others in most cases, has been identified by the EPA
      or a comparable state environmental agency as a Potentially Responsible
      Party (“PRP”) at a number of sites and has recorded aggregate accruals of
      $6 million for its share of estimated future remediation costs at these
      sites. The Company has been identified as having either directly or
      indirectly disposed of commercial or industrial waste at the sites subject
      to the accrual, and where appropriate and supported by available
      information, generally has agreed to be responsible for a percentage
      of future remediation costs based on an estimated volume of
      materials disposed in proportion to the total materials disposed at each
      site.  The Company has not had monetary sanctions imposed nor
      has the Company been notified of any potential monetary sanctions at any
      of the sites.  The Company has also recorded aggregate accruals
      of $12 million for remediation activities at various worldwide locations
      that are owned by the Company and for which the Company is not a member of
      a PRP group.  Although the Company believes its accruals are
      adequate to cover its portion of future remediation costs, there can be no
      assurance that the ultimate payments will not exceed the amount of the
      Company’s accruals and will not have a material effect on its results of
      operations, financial position and cash flow.  Any possible loss
      or range of potential loss that may be incurred in excess of the recorded
      accruals cannot be
estimated.

                          3.

                          Please
      tell us, with a view toward future disclosure, the relief sought in the
      asbestos lawsuits.  Disclose how many claimants in the asbestos
      litigation do not assert any specific amount of damages and disclose the
      range of damages asserted by all other claimants.  For example,
      “X claims assert damages of $; X claims assert between $ and $ in
      compensatory and between $ and $ in punitive damages; X claims seek
      compensatory damages of less than $,”
etc.

                                  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.

                                      Notwithstanding
      the information provided above, our experience has been that the amount of
      damages specified in a claim has no relevance to the merits of the claim
      or the amount ultimately paid to resolve the claim, and we believe that
      disclosure of this information is not meaningful and could be misleading.
      We believe that our estimated liability, the assumptions used to calculate
      our estimated liability, and the cash paid in a particular year, all of
      which we currently disclose, provide the most relevant and useful
      information.

                    2

      Management’s
Discussion and Analysis, page 26

      Environmental
Matters, page 35

                4.

                We
      note your risk factor regarding environmental liabilities.  If
      material, please disclose in future filings the estimated capital
      expenditures for environmental control facilities.  See Item
      101(c)(1)(xii) of Regulation S-K.

                        Capital spending for environmental control facilities was less
      than $1 million in 2008 and we expect to spend approximately $4 million in
      2009.  We do not believe these amounts are material to our total
      capital spending, earnings or competitive position, but will disclose such
      amounts in future periods if they become
  material.

        Critical
Accounting Policies, page 37

        Tax
Valuation Allowance, page 39

                  5.

                  You
      disclose on page 77 that your valuation allowances of $507 million as of
      December 31, 2008, include $246 million in the U.S., $163 million in
      France, $56 million in Canada and $42 million in other non-U.S.
      operations.  You state therein that the $246 million of the
      valuation allowance is against U.S. deferred tax assets that management
      believes will not be realized, primarily U.S. federal tax credits and
      state loss carryforwards that are expected to expire.  In future
      filings, please provide a breakout of these federal tax credits and state
      loss carryforwards by year for the range of years over which they will
      expire.  Discuss within the critical accounting policies
      footnote the necessity of the $246 million valuation allowance, as you
      have done with the amounts attributed to France and
  Canada.

                                    We
      will include the following additional disclosure in the Critical
      Accounting Policy discussion of our Form 10-Q for the three months ended
      March 31, 2009, and in other future filings as
      appropriate.

                                    As
      of December 31, 2008, the Company had a valuation allowance of $246
      million against certain U.S. deferred tax assets that management believes
      will not be realized. The Company expects to realize a significant
      portion of its U.S. deferred tax assets but does not believe, after
      considering all sources of potential future income, that it is more likely
      than not that it will have sufficient taxable income to use certain of its
      U.S. deferred tax assets before they expire.  The valuation
      allowance of $246 million includes $161 million for benefits from state
      tax loss carryforwards, $54 million for foreign tax credits, $26 million
      for capital loss carryforwards, and $5 million for research credits. The
      state tax loss carryforwards expire as follows: $7 million in 2009 through
      2015, $56 million in 2016 through 2020, and $98 million in 2021 through
      2026.  The foreign tax credits expire in 2016 through 2018, the
      capital loss carryforwards expire in 2012 and 2013, and the research
      credits expire in 2014 through
2019.

          3

    Pension
and Postretirement Benefits, page 40

              6.

              Please
      expand your disclosure in future filings to explain the basis for the
      assumed rates of return for the investment categories in each
      plan.  Explain how you have considered the recent adverse
      performance in the equity markets.  Provide us with an example
      of the disclosure you expect to provide in future
  filings.

                              We
      will include the following additional disclosure in the Critical
      Accounting Policy discussion of our Form 10-Q for the three months ended
      March 31, 2009, and in other future filings as
      appropriate.

                                The
      U.S. plan’s 2009 assumed asset rate of return of 8.75% was based on a
      calculation using underlying assumed rates of return of 9.8% for equity
      securities and alternative investments, and 6.7% for debt securities and
      real estate.  An assumed rate of 9.8% was used for equity
      securities and alternative investments based on the total return of the
      S&P 500 for the 25 year period ended December 31, 2008.  The
      Company believes that the equity securities included in the S&P 500
      are representative of the equity securities and alternative investments
      held by its U.S. plan, and that 25 years provides a sufficient time
      horizon as a basis for estimating future returns.  Included in
      the S&P total return of 9.8% for the 25 year period was a loss of
      37.0% in 2008.  The Company used a 6.7% assumed return for debt
      securities, consistent with the U.S. plan discount rate and the return on
      AA corporate bonds with duration equal to the plan’s
      liabilities.  The underlying debt securities in the plan are
      primarily invested in various corporate and government agency securities,
      have an aggregate yield of approximately 10% based on their fair values at
      December 31, 2008, and are benchmarked against returns on AA corporate
      bonds.

                                              The
      U.K. plan’s 2009 assumed asset rate of return of 6.75% was based on a
      calculation using underlying assumed rates of return of 8.75% for equity
      securities and alternative investments, and 5.7% for debt securities and
      real estate. Equity securities in the U.K. plan as of December 31, 2008
      were allocated approximately 50% to U.S. securities, 16% to U.K.
      securities, 19% to securities in European countries  other than
      the U.K., and 15% to securities in other countries. The assumed rate of
      8.75% for equity securities and alternative investments represents the
      weighted average 25 year return of equity securities in these markets. The
      Company believes that the equity securities included in the related market
      indexes are representative of the equity securities and alternative
      investments held by its U.K. plan, and that 25 years provides a sufficient
      time horizon as a basis for estimating future returns. Included in the
      total return of 8.75% for the 25 year period were 2008 losses of, for
      example, 37.0% in the S&P 500 and 29.9% in the U.K. FTSE All Share
      Index.  The U.K. plan’s debt securities investments at December
      31, 2008 were approximately one-third in U.K. gilts with an assumed return
      of 3.8%, and two-thirds in corporate debt securities with an assumed
      return of 6.75%, consistent with the U.K. plan discount rate and the
      return on AA corporate bonds with duration equal to the plan’s
      liabilities.

            4

    Definitive
Proxy Statement on Schedule 14A

    Compensation
Discussion and Analysis, page 11

              7.

              Please
      refer to the last paragraph of Section II.B in Release No. 37-8732A, which
      states that a principal executive officer’s compensation should be
      discussed separately where the policy or decisions for that executive
      officer are materially different.  We note your disclosure in
      the second bullet point on page 13; however, in future filings please
      revise your CD&A to discuss in greater detail your chief executive
      officer’s compensation, as certain amounts listed in your Summary
      Compensation Table appear to be based on policies or decisions that are
      materially different from the policies or decisions for your other
      executive officers.

                                We
      will expand our disclosure in future filings to discuss in greater detail
      the compensation of the Company's chief  executive
      officer.

    Committee
Process, page 12

              8.

              We
      note your disclosure that the compensation committee reviews tally sheets
      which set forth the total compensation of each executive
      officer.  In future filings, please describe in greater detail
      what tally sheet information was analyzed and how it impacted the
      compensation committee’s decision on compensation
  awards.

                                    We
      will expand our disclosure in future filings to include what tally sheet
      information was analyzed and how it impacted the Compensation Committee’s
      decision on compensation
      awards.

    Annual
Incentive Bonus, page 14

              9.

              In
      future filings, please quantify for each executive officer the target and
      the actual corporate performance measures (i.e., the net operating profit
      after tax less cost of capital employed and EBITDA) used to calculate the
      bonuses.  Describe in detail how these measures were
      adjusted.

                                          We
      will expand our disclosure in future filings to quantify target and actual
      corporate performance measures used to calculate the annual incentive
      bonuses awarded to the named executive officers in the last completed
      fiscal year and, to the extent applicable, describe any adjustments to
      such
    measures.

                            10.

                            In
      future filings, please analyze in greater detail how individual roles and
      performance (i.e., the qualitative factors) factored into the compensation
      amounts you disclose for each executive
officer.

                                                        We
      will expand our disclosure in future filings to analyze in greater detail
      how individual roles and performance factored into the compensation
      amounts disclosed for each of the Company’s executive
      officers.

                        5

      Long-Term
Incentives, page 16

                11.

                In
      future filings, please quantify the company’s total shareholder returns
      relative to the selected industry peers and explain in greater detail how
      these returns are analyzed to calculate one-third of the executive
      officers’ long-term incentive.

                                            We
      will expand our disclosure in future filings to quantify the Company’s
      total shareholder returns r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

            March 26, 2009

By U.S. mail and facsimile to (215) 676-2085

Mr. Timothy J. Donahue, Executive Vice Pr esident and Chief Financial Officer
Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154
 RE: Crown Holdings, Inc.
  Form 10-K for the fiscal year ended December 31, 2008
  Filed February 27, 2009
  Definitive Proxy Statement on Schedule 14A

File No. 0-50189

Dear Mr. Donahue:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended December 31, 2008

 Item 1. Business, page 1

1.   In future filings, to the extent mate rial to an understanding of the company’s
business taken as a whole,  please descri be in greater detail your intellectual
property rights as set forth in Item 101( c)(1)(iv) of Regulatio n S-K.  We note your
risk factor disclosure on page 19 under the heading entitled “The loss of the
Company’s intellectual property rights w ould negatively impact its ability to
compete.”

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 2  Item 3.  Legal Proceedings, page 21

2.   We note your disclosure under Envi ronmental Matters on page 35.  Please
provide to us, with a view toward futu re disclosure, the information required by
Item 103 of Regulation S-K for the envir onmental proceedings.  See Instruction
5(c) to Item 103.

3.   Please tell us, with a view toward fu ture disclosure, the relief sought in the
asbestos lawsuits. Disclose how many clai mants in the asbestos litigation do not
assert any specific amount of damages and disclose the range of damages asserted
by all other claimants. For example, “X claims assert damages of $; X claims
assert between $ and $ in compensatory and between $ and $ in punitive damages; X claims seek compensatory damages of less than $,” etc.
 Management’s Discussion and Analysis, page 26

 Environmental Matters, page 35

4.   We note your risk factor  regarding environmental liab ilities.  If material, please
disclose in future filings the estimated capital expenditures for environmental control facilities. See Item 101( c)(1)(xii) of Regulation S-K.

Critical Accounting Policies, page 37

 Tax Valuation Allowance, page 39

5.  You disclose on page 77 that your va luation allowances of $507 million as of
December 31, 2008, include $246 million in the U.S., $163 million in France, $56
in Canada and $42 million in other non-U. S. operations.  You state therein that
the $246 million of the valuation allowance is against U.S. deferred tax assets that management believes will not be realize d, primarily U.S. federal tax credits and
state loss carryforwards that  are expected to expire.  In future filings, please
provide a breakout of these federal tax cr edits and state loss ca rryforwards by year
for the range of years over which they will expire.  Discuss within the critical accounting policies footnote the nece ssity of the $246 million valuation
allowance, as you have done with the amounts attributed to France and Canada.

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 3  Pension and Postretireme nt Benefits, page 40

6.   Please expand your disclosure in futu re filings to explain the basis for the
assumed rates of return for the investme nt categories in each plan.  Explain how
you have considered the recent adverse performance in the equity markets.  Provide us with an example of the disclo sure you expect to provide in future
filings.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 11

7.   Please refer to the last paragraph of  Section II.B in Release No. 37-8732A, which
states that a principal executive office r’s compensation should be discussed
separately where the policy or decisions for that executive officer are materially different.  We note your di sclosure in the second bullet point on page 13;
however, in future filings please revise your CD&A to discuss in greater detail
your chief executive officer’s compensati on, as certain amount s listed in your
Summary Compensation Table appear to be based on policies or decisions that are
materially different from the policies or decisions for your other executive
officers.

Committee Process, page 12

8.   We note your disclosure that the compensation committee reviews tally sheets
which set forth the total compensation of each executive officer.  In future filings, please describe in greater detail what ta lly sheet information was analyzed and
how it impacted the compensation committee’s decision on compensation awards.
 Annual Incentive Bonus, page 14

9.   In future filings, please quantify for each executive officer the target and the
actual corporate performance measures (i .e., the net operating profit after tax less
cost of capital employed and EBITDA) used  to calculate the bonuses. Describe in
detail how these measures were adjusted.

10.   In future filings, please analyze in  greater detail how individual roles and
performance (i.e., the qualit ative factors) factored in to the compensation amounts
you disclose for each executive officer.

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 4  Long-Term Incentives, page 16

11.   In future filings, please quantify the company’s total shareh older returns relative
to the selected industry peers and explain in greater detail ho w these returns are
analyzed to calculate one-third of the executive officers’ long-term incentive.

12.   We note your disclosure that the co mpensation committee re tains discretion to
vary awards based on each executive’s  experience, responsibilities and
performance.  In future filings, disclose whether any of the aw ards were adjusted
by the committee and the basis for such adjustments.

*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany 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 connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Timothy J. Donahue
Crown Holdings, Inc. March 26, 2009 Page 5
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3355 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact Hagen Ga nem at (202) 551-3330 or, in his absence,
Brigitte Lippmann at (202) 551- 3713, with any other questions.
         S i n c e r e l y ,            T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

May 9, 2008

via U.S. mail and facsimile

Alan W. Rutherford
Executive Vice President and Chief Financial Officer
Crown Holdings, Inc.
One Crown Way
Philadelphia, Pennsylvania  19154

 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. Rutherford:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

If you have any further questions regarding our  review of your filings, please direct them
to Tracey Houser, Staff Accountant, at (202) 551 -3736, or in her absence, Al Pavot, at (202)
551-3738, or me at (202) 551-3355.

Sincerely,

Terence O’Brien
Accounting Branch Chief

CORRESP
1
filename1.htm

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,

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 1, 2008

via U.S. mail and facsimile

Alan W. Rutherford Executive Vice President and Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 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. Rutherford:
We have reviewed your response letter dated April 18, 2008 and have the following
additional comments.  Where i ndicated, we think you should revise your document in future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.  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 av erage settlement cost of the asbestos claims.
Section 501.14 of the Financial Reporting Codi fication states, “…the discussion in MD&A
should present a company's analysis of the uncerta inties 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 assump tions are based on matters that are highly
uncertain, a company should analyze their specif ic sensitivity to change, based on other

Mr. Rutherford
Crown Holdings, Inc.
May 1, 2008 Page 2
outcomes that are reasonably likely to occur and would have a material effect. Companies
should provide quantitative as we ll as qualitative disclosure wh en 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 prio r year was due to higher five
year average settlement costs.  As such, it woul d appear that disclosure of these two material
assumptions including a sensitivity analysis of the impact on the charge to the consolidated
statement of operations would be useful in formation to investors to understand how you
estimate the asbestos liability and the variabil ity associated with such estimate.   Please
provide us with the disclosure you in tend to include in future filings.
 2. We note your responses to comments 3 – 7 in our letter dated Apr il 7, 2008, including the
additional disclosures you intend to include in fu ture filings.  There continues to be a concern
that these additional disclosures will not provi de investors with sufficient information to
understand (a) the basis for your conclusion th at 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 total 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:
o Disclose the European metal vacuum food closures’ operating results for each period presented.  Explain how fis cal year 2007 segment income for the European metal
vacuum food closures reporting unit was projected to by $16 million; however, actual segment income was $6 million.  Such discussion should explain why the lower results were completely unexp ected through September 30, 2007.
o 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 un it volume allocations to the European
metal vacuum food clos ures reporting unit.
o Explain to investors why you believed thes e four factors were temporary as of
October 31, 2007.

Mr. Rutherford
Crown Holdings, Inc.
May 1, 2008 Page 3
o Explain the specific circumstances that occurred during the fiscal year 2008 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 prices increases that were not covering cost increases were no longer temporary but rather long term in nature.  In
this regard, please include specific reas ons 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 lowe r sales unit value from either this major
customer and/or other customers.  As you not ed in your response letter, “[i]t is not
unusual in this business for customers to m ove volume among suppliers and, in such
situations, it is not uncomm on that the lost volume is recovered either from that
customer or another.”  Without such di sclosure, investors may not understand why
you would not be able to replace the decrea sed volume for this same reason.  Also,
since goodwill impairment tests are based on l ong term projections, it is unclear why
decreased volume for one fiscal year necessarily results in decreased volume in subsequent fiscal years.  Please also addr ess this same issue for the product pricing
portion.
• A detailed discussion of the changes in a ssumptions for each of the methods used to
estimate the fair value of the European me tal vacuum food closures reporting unit.
Specifically, disclose the material assumptions  included in each valu ation 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 rega rd, 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 di scounted cash flows method to estimate the
fair value of your reporting units.  As suc h, your disclosure shoul d provide quantitative
information for the material assumptions us ed in your method in addition to disclosing
how you weight each method to arrive at a fa ir 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 th e European metal vacuum food closures
reporting unit’s future operating results subs equent to the impairment charge.  Also
include a discussion of management’s fu ture 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, a nd 501.14 of the Financial Reporting
Codification and SAB Topic 5:P.4 for guidance.

Mr. Rutherford
Crown Holdings, Inc. May 1, 2008 Page 4   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 address the disclosures
requested in comment 6 in our letter dated Ap ril 7, 2008 for reporting units with fair values
that are not materially different from the carryi ng values.  In this rega rd, 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 ex planation as to why you believe the fair value
of the reporting unit materially  exceeds its carrying value an d 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 Repo rting Codification and SAB Topic
5:P.4 for guidance.

*    *    *    *

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter on EDGAR that keys your responses
to our comments and provides any requested supplemental information.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Tracey Houser, Staff Accountant, at (202)  551-3736, or in her absence,
Al Pavot, at (202) 551-3738, or me at (202) 551-3355, if you have  questions regarding comments
on the financial statements and related matters.

Sincerely,

Terence O’Brien Accounting Branch Chief

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
April 7, 2008

via U.S. mail and facsimile

Alan W. Rutherford Executive Vice President and Chief Financial Officer Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 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. Rutherford:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  Wh ere indicated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your e xplanation.  In some of our comme nts, we may ask you to provide
us with information so we may better unders tand your disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 2   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 filin gs.  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 transacti on has occurred and is impacting the specific
line item.  In addition you should discuss known or anticipated trends th at have had and/or
may continue to have an impact on your results  of operations.  To provide investors with a
sufficient understanding of th e factors impacting your operations, you may need to discuss
the businesses that underlie each of your reporta ble segments.  Your discussion and analysis
is to provide investors with sufficient informa tion to understand the historical trends and the
expectations for the future as seen through th e 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 highe r material costs and to the recovery of
sales unit volumes.  Each of these factors should be quantif ied.  Also, there should be an
explanation as to (a) why sa les unit volumes rebounded from th e decline that occurred in
fiscal year 2006; (b) whether the recovery wa s as much as the 2006 decline, less then the
2006 decline or greater than the 2006 declin e; 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 disclo se 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.
 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 di sclose the factors that resulted in you
recognizing an additional $19 million charge fo r your asbestos provision over the prior to
fiscal years as this differential is 9.5% of in come from continuing operations before income
taxes, minority interest and equity earnings.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 3    3. We note that in the fourth quarter of fis cal 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, wh ich materially impacted tota l 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 equ ity earnings.  Item 303 of Regulation S-K
requires MD&A disclosure of ma terial uncertainties unless management has concluded that
the uncertainty is not reasonabl y 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 th e 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 fo rewarn public investors of the deteriorating
conditions which, unless reversed, may result in a subsequent write-off.  This includes an
obligation to provide information regard ing the magnitude of exposure to loss.”

In reading your prior disclosu res, 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, whic h you attributed to higher selling prices
from higher material costs being passed thr ough 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; ho wever, 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-Q filed on October 31, 2007, you do note th at while the European Food segment net
sales increased due to positive foreign currency translation, there was a decline in sales unit
volumes 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 conditi ons 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 ma y 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 Crit ical 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

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 4
your reporting units.  The lack of disclosure may indicate to an invest or that the estimated
fair value of the reporting unit exceeds th e carrying value in a sufficient amount that
goodwill impairment is not reasonably possible.

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

4. There is a concern about whether the disclosures in your fis cal year 2007 Form 10-K fully
explain the goodwill impairment charge of $103 milli on 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, th ere 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 de teriorated to a level that resulted in you
revising the assumptions in your estimation of the fair value of th e corresponding reporting
unit that led to a $103 million impairment to goodw ill.  Given that the impairment charge had
a material impact to your stockholders’ equ ity balance as of December 31, 2007, substantive
and informative disclosure should be provided th at clearly iden tifies 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 para graph 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 metal vacuum closures business developed.
Given the lack of disclosure regarding these events and the uncertainty of the
recoverability of this busin ess’ assets in your 2006 Form 10-K and the September 30,
2007 Form 10-Q, it is unclear whether the dete rioration in the proj ected operating results
are specific to the fourth quarter of fiscal ye ar 2007 or have been developing over time.
• The specific events that developed and the sp ecific changes in mark et conditions that you
identified that are expected to occur going forward that would significantly change your
projected operating results fo r 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 fa ir value of your reporti ng units.  One year of
poor harvest would not appear to have a mate rial, negative impact on long-term financial
projections, which would be used in a discounted cash flow model.  Please ensure such disclosure clarifies how th ese events and conditions impacted the European metal
vacuum closures busin ess in the long-term.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 5
• The decrease in projected operating results for the European metal vacuum closures
business that resulted in the goodwill impairme nt charge appear in consistent with the
European Food segment’s performance.  Specifically, the SFAS 131 footnote disclosure in your 2007 Form 10-K reflects an increas e in external sales from 2005 to 2007.
Further, the European Food segment generate d 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 an d/or identifiable intangible assets the
European metal vacuum closures business has as of December 31, 2007.
Please provide us with the disclosures that a ddress each of the above bullet points in addition
to any other information that would be mate rial to an investor’s  understanding of the
European Food segment, the European metal v acuum closures business, and the impairment
charge.
 5. Please provide us with a list of  all of the reportin g units that comprise the European Food
reportable segment.  For each reporting unit, plea se provide us with net sales, gross profit,
pre-tax income, total assets, and goodwill for each period presented.  Also, please tell us which of these reporting units relate to the pack ing business and also to the spec pack sector.

Critical Accounting Policies, page 32

6. In future filings, if the carryi ng value of your reporti ng units is not materially different from
the estimated fair value and the reasonably possi ble impairment charge would be material to
your consolidated financial statements, please revise your disclosures for testing goodwill for
impairment to address each of the following points:
• Define the reporting unit level at which you test goodwill for impairment.
• We note that you estimate the fair value of your reporting units using both market values
for comparable businesses and disc ounted cash flow projections.
o Describe each of these methodologies, incl uding sufficient information to enable a
reader to understand how the two methods di ffer, the assumed benefits of a valuation
prepared under each method, and why management selected these two methods as being the most meaningful for the comp any in preparing their goodwill impairment
analysis.
o Disclose how you weight each of these methods, including how you determined the weights for each method.  Given that th e weight assigned to each method is a
subjective estimate, please include a sensitiv ity analysis to addre ss the amount the fair
value would have changed by had you weighted  the fair value methods differently.
• For each methodology, provide a description of the material assumptions used and the sensitivity of those assumptions.  For exam ple, such assumptions should include for a
discounted cash flow method the discount ra te used, the revenue growth rates, the
operating profit margins, and the terminal rate, at a minimum; and for a comparable business method the revenue and/or EBITDA multiple used.

Mr. Rutherford
Crown Holdings, Inc.
April 7, 2008 Page 6
• Disclose those reporting units, including the amount of goodwill for the reporting unit,
the carrying value of the re porting unit and the fair va lue of the reporting unit.
 Refer to Section 501.14 of the Financia l Reporting Codification for guidance.
 7. Please provide us with a list of  each of your reporting units including (a) the carrying value
of the reporting unit, (b) the fair  value of the reporting unit, and (c) the amount of goodwill as
of December 31, 2007.  If there are any reporting un its with fair values that do not materially
exceed the carrying value, please provide us with the disclosure you intend to include in future filings that addresses the points made in comment 6.
 8. We note that in the fourth quarter of fiscal  year 2007 you released $462 million of your U.S.
deferred tax asset valuation allowances due to  cumulative earnings in recent years and
projections of future income.  We also note that

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 5546
								November 21, 2007

Via U.S. Mail and Facsimile (215-698-0630)

Thomas A. Kelly
Vice President and Corporate Controller
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154

	Re:	Crown Holdings, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2006
		Filed February 28, 2007
		Response Letter Dated October 19, 2007
      File No. 0-50189

Dear Mr. Kelly:

      We refer you to our comment letter dated September 21, 2007
regarding business contacts with Syria.  We have completed our
review
of this subject matter and have no further comments at this time.

								Sincerely,

								Cecilia Blye, Chief
								Office of Global Security
Risk

cc: 	Pamela Long
		Assistant Director
		Division of Corporation Finance

Chen Geng
PetroChina Company Limited
Page 1

</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

SEC Correspondence - October 2007

Confidential Treatment Requested by
Crown Holdings, Inc.
Pursuant to 17 C.F.R.§200.83
Page 1

October 19, 2007

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC  20549

Attn:  Ms. Cecilia Blye

Re:  Crown Holdings, Inc.

       Form 10-K for the Fiscal Year Ended December 31, 2006

       Filed February 28, 2007

       File No. 0-50189

Ladies and Gentlemen:

Crown Holdings, Inc. (“Crown”)
is responding to the comments raised in your letter dated September 21, 2007 regarding
Crown’s Form 10-K for the fiscal year ended December 31, 2006. For your convenience, the
comments are included in this letter in bold face type and are followed by the applicable
response.

General

1.
 We note disclosure in a press release dated
December 13, 2005 in the “Press Release” section of your website that Crown
Bevcan Europe & Middle East, a division of the company, manufactured beverage
cans for the Syrian market.  Syria is a country identified by the State Department
as a state sponsor of terrorism, and is subject to U.S. economic sanctions and export
controls.  Your Form 10-K does not include any information regarding contacts with
Syria.  Please describe to us the nature and extent of your past, current, and
anticipated contacts with Syria, if any, whether by direct or indirect arrangements.
Your response should describe in reasonable detail the products and services you
have provided into Syria, and any agreements, commercial arrangements, or other
contacts with the government of Syria or entities controlled by it.

2.

Please discuss the materiality of any contacts described in response to the foregoing
comment, and whether they would constitute a material investment risk for your
security holders.  You should address materiality in quantitative terms, including
the approximate dollar amounts of any associated revenues, assets, and liabilities
for the last three years concerning Syria.  Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a
company’s reputation and share value.

[ * * * ] Confidential treatment requested.

Confidential Treatment Requested by
Crown Holdings, Inc.
Pursuant to 17 C.F.R.§200.83
Page 2

We note, for example, that Arizona and Louisiana have adopted legislation requiring
their state retirement systems to prepare reports regarding state pension fund assets
invested in, and/or permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of terrorism.  The Missouri
Investment Trust has established an equity fund for the investment of certain
state-held monies that screens out stocks of companies that do  business with
U.S.-designated state sponsors of terrorism.  The Pennsylvania legislature has adopted
a resolution directing its Legislative Budget and Finance Committee to report annually
to the General Assembly regarding state funds invested in companies that have ties
to terrorist-sponsoring countries.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have commercial contacts with Syria.

Your qualitative materiality analysis also should address whether, and the extent
to which, the government of Syria, or persons or entities controlled by that government,
receive cash or act as intermediaries in connection with your operations and contacts.

Response to Comments

Foreign subsidiaries of Crown sell beverage cans and closures to customers throughout
the world, including Syria.  In connection with beverage can sales, such foreign
subsidiaries also provide, at no additional cost to customers, the services of
technicians (none of whom are citizens of the U.S. or employees of Crown or any U.S.
subsidiary of Crown) with expertise in the filling  and sealing of beverage cans.

In the aggregate, beverage can and closure sales to customers in Syria for the
fiscal years ended  December 31, 2006, 2005 and 2004 totaled
[ * * * ].

Crown does not believe that the contacts with Syria described above constitute
a material investment risk to Crown security holders.  As described above, quantatively
the sales of Crown’s foreign subsidiaries to Syrian customers represent only
a small portion of Crown’s consolidated sales and gross profit.  In qualitative
terms, the sales of Crown’s foreign subsidiaries to Syrian  customers consist
of beverage cans and closures, which will typically be used to package beverages
for consumer use.  Crown also notes that, to the best of Crown’s knowledge,
understanding and belief, the Syrian customers of Crown’s foreign subsidiaries
are not the government of Syria or controlled by the government of Syria and the
government of Syria or  persons or entities controlled by the government do not
receive cash or act as intermediaries  in connection with the Syrian beverage can
sales of Crown’s foreign subsidiaries.  Accordingly, Crown does not believe
that such sales would alter the total mix of information available to a reasonable
investor or materially adversely impact Crown’s reputation or share value.

[ * * * ] Confidential treatment requested.

Confidential Treatment Requested by
Crown Holdings, Inc.
Pursuant to 17 C.F.R.§200.83
Page 3

3.

We also note disclosure in a press release dated September 14, 2005 in the
“Press Release” section of your website that Crown Specialty Packaging,
an affiliate of the company, made promotional metal containers for Chupa Chups Group’s
confections, which were distributed in “Korea.” Please describe to us any
direct or indirect contacts you have had, have or anticipate having with North Korea,
a country identified by the State Department as a state sponsor of terrorism, and
subject to U.S. economic sanctions and export controls. Provide the same type of
description and materiality analysis regarding such contacts as we have requested
in the two foregoing comments regarding your contacts with Syria.

Crown and its subsidiaries do not have sales into or other contacts with North Korea.
To the best of Crown’s knowledge, understanding and belief, the above referenced
metal containers were  distributed in South Korea.

Crown acknowledges that:

•

Crown is responsible for the adequacy and accuracy of the disclosure in Crown’s
Form 10-K;

•

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, Vice President and Corporate Controller, at
215.698.5341.

Crown Holdings, Inc.

/s/ Thomas A. Kelly

Thomas A. Kelly

Vice President and Corporate Controller

[ * * * ] Confidential treatment requested.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

									September 21, 2007

Via U.S. Mail and Facsimile (215-698-0630)

Thomas A. Kelly
Vice President and Corporate Controller
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154

RE:		Crown Holdings, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2006
      Filed February 28, 2007
		File No. 0-50189

Dear Mr. Kelly:

      We have limited our review of your above filings to
disclosure
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we have the following comments.
Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues.  At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note disclosure in a press release dated December 13, 2005
in
the "Press Release" section of your website that Crown Bevcan
Europe
& Middle East, a division of the company, manufactured beverage
cans
for the Syrian market.  Syria is a country identified by the State
Department as a state sponsor of terrorism, and is subject to U.S.
economic sanctions and export controls.  Your Form 10-K does not
include any information regarding contacts with Syria.  Please
describe to us the nature and extent of your past, current, and
anticipated contacts with Syria, if any, whether by direct or
indirect arrangements.  Your response should describe in
reasonable
detail the products and services you have provided into Syria, and
any agreements, commercial arrangements, or other contacts with
the
government of Syria or entities controlled by it.
2. Please discuss the materiality of any contacts described in
response to the foregoing comment, and whether they would
constitute
a material investment risk for your security holders. You should
address materiality in quantitative terms, including the
approximate
dollar amounts of any associated revenues, assets, and liabilities
for the last three years concerning Syria.  Also, address
materiality
in terms of qualitative factors that a reasonable investor would
deem
important in making an investment decision, including the
potential
impact of corporate activities upon a company`s reputation and
share
value.

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries.  Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have commercial contacts with Syria.

Your qualitative materiality analysis also should address whether,
and the extent to which, the government of Syria, or persons or
entities controlled by that government, receive cash or act as
intermediaries in connection with your operations and contacts.
3. We also note disclosure in a press release dated September 14,
2005 in the "Press Release" section of your website that Crown
Speciality Packaging, an affiliate of the company, made
promotional
metal containers for Chupa Chups Group`s confections, which were
distributed in "Korea."  Please describe to us any direct or
indirect
contacts you have had, have or anticipate having with North Korea,
a
country identified by the State Department as a state sponsor of
terrorism, and subject to U.S. economic sanctions and export
controls.  Provide the same type of description and materiality
analysis regarding such contacts as we have requested in the two
foregoing comments regarding your contacts with Syria.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please submit
your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the 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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comments.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,

								Cecilia Blye, Chief
								Office of Global Security
Risk

cc: 	Pamela Long
		Assistant Director
	Division of Corporation Finance

Thomas A. Kelly
Crown Holdings, Inc.
September 21, 2007
Page 1

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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 30, 2006

By facsimile to (215) 994-2222 and U.S. Mail

William T. Gallagher, Esq.
Senior Vice President, Secretary and General Counsel
Crown Holdings, Inc.
1 Crown Way
Philadelphia, PA 19154

Re:	Crown Holdings, Inc. and Co-registrants
	Drafts of Exhibits 5.a and 5.b to Registration Statement on
Form
S-4
	Submitted May 22, 2006
File No. 333-131784

Dear Mr. Gallagher:

      We reviewed the drafts of the legality opinions and have the
comments below.

Exhibit 5.a

1. Provide written confirmation as correspondence on the EDGAR
system
that counsel concurs with our understanding that the reference and
limitation to Delaware General Corporation Law includes the
statutory
provisions and all applicable provisions of the Delaware
constitution, including reported judicial decisions interpreting
these laws.

Exhibit 5.b

2. We note the statements on page 5 that "This opinion speaks as
of
its date" and "We assume no obligation to update or supplement
this
opinion."  Delete this language.  Alternatively, file a new
opinion
immediately before the registration statement`s effectiveness.

Closing

	File an amendment to the S-4 in response to the comment.  To
expedite our review, Crown may wish to provide us three marked
courtesy copies of the amendment.  Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If Crown
thinks that compliance with the comments is inappropriate, provide
the basis in the letter.  We may have additional comments after
review of the amendment, the responses to the comments, and any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Crown and its management are in
possession
of all facts relating to the disclosure in the registration
statement, they are responsible for the adequacy and accuracy of
the
disclosures that they have made.

      If Crown requests acceleration of the registration
statement`s
effectiveness, Crown should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Crown from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.

* Crown may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Crown provides us in our review of the
registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the

registration statement.  We will act on the request and by
delegated
authority grant acceleration of the registration statement`s
effectiveness.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202)
551-3767.

Very truly yours,

Jennifer R. Hardy
   Legal Branch Chief

cc:	William G. Lawlor, Esq.
	Dechert LLP
	Cira Centre
	2929 Arch Street
	Philadelphia, PA 19104

William T. Gallagher, Esq.
May 30, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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CORRESP
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Correspondence Letter

 July 7, 2006

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:

Crown Holdings, Inc.

Registration Statement on Form S-4

(Registration No. 333-131784)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned Registrant hereby requests that
the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that it will become effective as of 4:00 p.m., New York City time, on July 10, 2006, or as soon thereafter as
practicable.

 The Registrant acknowledges that:

 1. should the Commission or the staff acting by delegated authority declare the Registration Statement effective, it does not foreclose the Commission from taking any action on the filing;

 2. the action of the Commission or the staff acting by delegated authority in declaring the Registration Statement effective does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 3. the
Registrant may not assert the Commission’s comments or the declaration of the Registration Statement’s effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United
States.

Very truly yours,

CROWN HOLDINGS, INC.

By:

 /s/ WILLIAM T. GALLAGHER, ESQ.

William T. Gallagher, Esq.

 Senior Vice President, Secretary and
General Counsel

 2

CORRESP
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filename1.htm

 SEC Correspondence March 2006

February 28, 2006

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance
100 F Street, NE
Washington, DC  20549-7010

Attn: Nili Shah

Re:
Crown Holdings, Inc.

Form 10-K for the year ended December 31, 2004

(File Number 0-50189)

Ladies and Gentlemen:

This letter responds to the comments
raised in your letter dated February 15, 2006.  For your convenience, the comments are
included in this letter and are followed by the applicable response.

Form 10-K for the year ended December 31, 2004

Financial Statements

V.    Income Taxes, page 56

1.
We note your response to prior comment 1 in our letter dated January 20, 2006.  Your proposed disclosures
regarding your valuation allowance tell readers why you have provided a full valuation allowance against your
net U.S. deferred tax assets (e.g., recent losses and uncertainty regarding the amount of future taxable income),
however, you have not provided a discussion of the assumptions used and judgments made in determining your valuation
allowance.  For instance, have you assumed that you will not generate future taxable income prior to the expiration
dates of tax loss and credit carryforwards?  If so, what is such timing and related amounts underlying such
assumptions.  You should discuss other material assumptions and judgments made as well.  Refer to SEC
Release No. 33-8350.

Following is a draft of the
discussion of our valuation allowances in our 2005 income taxes footnote, with particular
focus on our valuation allowances in the U.S. and France, which account for
$701 million of our total valuation allowances  of $749 million. We have
expanded our discussion of these two countries to state that our underlying assumption is
that  there is not sufficient positive evidence of future taxable income, after
considering all sources, to overcome the  negative evidence of losses in recent
years.  We further state that we therefore concluded that it was more likely that
 not that no portion of the deferred tax assets will be realized.

Draft excerpt from 2005 income taxes footnote

Realization of any portion of the Company’s deferred tax assets is dependent upon the
availability  of taxable income in these jurisdictions.  The Company considers all sources of
taxable  income,  including (i) taxable income in any available carry back period,
(ii) the reversal of taxable temporary  differences,  (iii)  tax-planning  strategies,
and (iv) taxable income expected to be generated in the future other than from reversing
temporary  differences.  The Company also considers whether  there have been cumulative  losses
in recent  years.  The Company  records a valuation allowance when it is more likely than not
that some portion or all of the deferred tax assets will not be realized.

The  Company’s  valuation allowances of $749 as of December 31, 2005 include $569 in the U.S.,
$132 in France, and $48 in other non-U.S. operations.

The Company has a full valuation allowance against its U.S. net deferred tax assets of $569,
consisting of $628 of deferred tax assets and $59 of deferred tax liabilities.  The U.S. deferred
tax assets of $628 include, among other items, $290 of tax loss and tax credit  carryforwards,
$211  related to pension and postretirement benefits, and $75 related to asbestos  liabilities.
The U.S. operations  have had tax losses in recent years due, in part, to significant interest
expense,  pension plan  contributions,  and  asbestos-related  payments.  The  Company  determined
that a full  valuation allowance  was  appropriate  for its U.S. net deferred tax assets as of both
December 31, 2005 and 2004 due to these recent losses and uncertainty  regarding the amount and timing of
future taxable income.  Although the U.S. deferred tax assets include $231 of benefits for tax loss
 carryforwards  that will not  expire  within the next ten  years,  our  underlying
assumption is that there is not sufficient positive evidence of future taxable income, after
considering all sources, that overcomes the negative evidence of losses in recent years.
Accordingly,  the Company concluded that it was more likely than not that no portion of the deferred
tax assets will be realized.  As of December 31,  2005, the Company also has a full valuation
 allowance  against its net deferred tax assets in France of $132, consisting of $169 of
deferred tax assets and $37 of  deferred  tax  liabilities.  The deferred tax assets of $169
include, among other items,  $134 of tax loss carryforwards.  The Company’s operations
in France  have also had losses in  recent  years due to  significant  interest expense, foreign
 exchange losses and, in 2005, the payment of premiums to repay a portion of the Company’s
 senior secured notes as discussed in Note T. The Company determined  that a full valuation allowance
was  appropriate  for its French net deferred tax assets as of December  31,  2005 due to the recent
losses and uncertainty regarding  the amount and timing  of  future  taxable  income.  Although
the French deferred tax assets  include  $134 of  benefits  for tax loss carryforwards  that do not
expire,  our underlying  assumption is that there is not sufficient  positive  evidence of future
taxable  income,  after considering  all  sources,  that  overcomes  the  negative  evidence  of losses
in recent  years. Accordingly,  the Company  concluded  that it was more likely than not that no portion
of the deferred  tax assets will be realized.  The valuation allowances of $48 in other non-U.S.
operations  includes  approximately $31  for  tax  loss carryforwards in inactive  entities in Europe
where there are no current  tax-planning  strategies to utilize the losses, $7 in other
European operations, $6 in the Americas operations and $4 in Asia.

2

W.    Segment Information, page 58

2.
We have reviewed your response to comment 3 in our letter dated
January 20, 2006 and note your belief that your operating segments are the
Americas, Europe, and Asia-Pacific divisions and that your Chief Executive Officer
(CEO) is your chief  operating decision maker as defined by paragraph 12 of SFAS 131.
However, we also note the following information:

•

Your CEO uses (i) a monthly flash
report showing sales, operating income and net income for each
division and additional disaggregated information for the various
businesses within each division, (ii) quarterly management meeting
reports to review the progress of the businesses/product lines of the
three divisions with each division  president, and (iii) quarterly board
presentations to review the financial results of the Company, which is
summarized at a company-wide, division and product line basis in his role
as chief operating decision maker in  allocating resources and assessing
the performance of your operating segments;

•

The reports that are regularly
reviewed by your CEO have discrete financial information below that
of the three divisions that you have identified as your operating segments.
For instance, these reports have sales and operating income, budget
versus actual sales and operating income information, budget information
for capital expenditures, status of price negotiations, cost reduction
information, unit sales information, volume/mix change information,
cash flow information and average invested capital information for the
various businesses/product lines within each division; and

•

At the end of each year your CEO notifies each division president
of the amount of capital they can include in their
budgets and spend in the following year.

Given such discrete financial
information is available and regularly reviewed by your CEO, we presume that
such information is  utilized by him to make decisions about resources to be
allocated to the segments and assess its performance.  Specifically, we assume
that your CEO reviews and assesses the financial information regarding the
individual businesses/product lines in his determination of the amount of total
capital allocated to each division.  The fact that your CEO does not directly
allocate resources to the individual businesses/product lines does not preclude
a conclusion that your individual businesses/product lines are operating segments
as defined by SFAS 131.  Based on this information, it appears to us that the
businesses/product lines of the three divisions are operating segments as defined
by paragraph 10 of SFAS 131.

3

In response to the request in your letter of January 20, 2006 we provided to you three reports
that our Chief Executive Officer uses in his role as the chief operating decision maker:
(1) the monthly flash report (Attachment A to our prior response); (2) the quarterly board presentation
(Attachment B); (3) the quarterly management meeting presentations for the Americas, Europe and Asia Divisions
(Attachments C, D and E).

Organization Structure

As described in our prior response, our CODM manages the Company at the division level
which is consistent with:

•
our organizational structure, including a president and chief financial
officer of each division,

•
the manner in which our incentive compensation system is structured
which is tied to division (rather than total company) performance for our division presidents.

Although additional information at the business unit level is available to the CODM
as part of our regular internal reporting cycle (which has many purposes beyond providing
the CODM the information necessary to assess performance and allocate resources), as more
fully described in the remainder of this response, that additional information is not used by
 our CODM in fulfilling his responsibilities.

Reported Information

The following discussion focuses on the information contained in each of the reports
previously furnished to the Staff and the information which is relevant to the CODM
and that which is not.

The monthly flash report includes a summary page containing the sales, operating income
and net income for each division, as well as four additional pages of disaggregated information by
business unit.  In assessing performance and allocating resources, our CEO uses the summary page of
the flash report as a basis for further discussion with the division presidents regarding the financial
performance of each division.  Other recipients of the same flash report include the Vice President Corporate
Controller and the Senior Vice President Finance who use some or all of the disaggregated information in
fulfilling their responsibilities.  Although we have not in the past created unique flash reports
 based on the specific information needed by each recipient, because the additional disaggregated
information is not used by the CODM, effective immediately we will create a flash report specifically
designed for our CEO’s information needs, which will only contain division summary information.

The quarterly board presentations show information only at the division or total company level
and do not include any disaggregated information by business unit.  We note that paragraphs 13 and 70
of SFAS 131 state that enterprises may produce reports in a variety of ways, but the set of data provided
to the Board of Directors is generally indicative of how management views the enterprise’s activities.
We believe our quarterly board presentations are indicative of how our CEO views the Company.

4

 The information presented by the division presidents at the quarterly management meetings is primarily
organized to discuss the issues facing the division as a whole, and is not organized to separately discuss each
business unit on a stand-alone basis. For example, the presentations we provided to you are organized to review
issues such as revenue, profitability, pricing, sourcing, capital spending and cost reductions with discrete
information, in some cases, provided by business unit for context to those discussions. In particular, we note that
the three quarterly management meeting presentations that we previously provided to you (Documents C, D and E, in
our prior response) contain information on business cash flow, economic profit and operating income.  The European
Division (Document D) and Asia Division (Document E) presentations include business cash flow and economic profit at
the division level only with further business unit detail provided for operating income.  The Americas Division
presentation (Document C) includes further business unit detail on all three metrics.  We acknowledge that these
presentations, in some cases, include detail below the level required by our CEO in his capacity as CODM and, as a
result, will conform the presentations, effective immediately, to eliminate business unit detail for business cash
flow, economic profit and operating income as this detailed information is not utilized by our CEO to assess
performance and allocate resources.

CEO Perspective

 Because we do not maintain minutes of the quarterly management meetings that could further demonstrate
that our CEO does not use the business unit financial information to assess performance or allocate resources
or to make operating decisions at the business unit level, we provide below relevant commentary from our
CEO on the information he uses to allocate resources and assess performance of our operating segments - the Americas,
Europe and Asia Divisions.

•
I assess performance of the division presidents and allocate resources to the divisions based
on the overall financial performance of each division in relation to three key metrics:  business cash
flow,(1) economic profit,(2) and segment/operating income.

•
Our division presidents’ incentive compensation is entirely based on business cash flow
and economic profit of the respective division.  I allocate capital to each division annually based on the
overall performance at the division level.  Allocation of capital and establishments of performance metrics
within the divisions are the responsibility of the respective division presidents.

•
In addition to the structured quarterly meetings with the division presidents, I also
routinely speak or meet with each division president to discuss the division’s progress and performance.

(1)
We define business cash flow as the sum of cash from operating activities and cash from
investing activities.

(2)
We define economic profit as net operating profit after tax less the
cost of capital employed.

5

Conclusion

 Given our prior disclosures and the information provided to the Staff, we understand why you may have had
concerns over our conclusions regarding the determination of our operating segments.  However, we respectfully
request the Staff’s consideration of the practical reality that not all of the information received by the
CEO is germane to the role of CODM.  We believe that our response to the Staff’s specific concerns, as well as our
commitment to modify information  provided to our CODM demonstrates that our determination of our operating
segments is appropriate and in accordance with  SFAS 131.

We would like to arrange a conference call, if necessary, to discuss any further comments you may have
and will contact you on Friday, March 3, 2006 to determine the need and best timing for such a call.

3.
Please reconcile for us the “segment income” you have presented in
Note W to your financial statements to the operating income information provided in
the reports regularly reviewed by your CEO. Help us to understand the appropriateness
of  reporting “segment income” as your measure of segment profit or loss in
accordance with paragraph 27 of SFAS 131 since we do not see such measure presented
in the reports you have provided to us.

The primary difference between the segment income that is reported externally, and the operating income
that has been presented in the reports we have provided to you, is that operating income excludes restructuring
charges and segment income

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 23, 2006

By facsimile to (215) 994-2222 and U.S. Mail

William T. Gallagher, Esq.
Senior Vice President, Secretary and General Counsel
Crown Holdings, Inc.
1 Crown Way
Philadelphia, PA 19154

Re:	Crown Holdings, Inc. and Co-registrants
	Registration Statement on Form S-4
	Filed February 13, 2006
File No. 333-131784

Dear Mr. Gallagher:

	We limited our review to the financial statements`
presentation
and the legality opinions in the registration statement and to
compliance with outstanding accounting comments on Exchange Act
reports and have the comments below.  No further review of the
registration statement has been or will be made.

	We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

      Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about the comments or any other aspect of our review.  You may
call
us at the telephone numbers listed at the end of this letter.

General

1. We assume that your pro forma consolidated condensed financial
information which illustrates the effects of the sale of Crown`s
plastic closures business will be eliminated once you update your
historical financial statements for the year ended December 31,
2005
and that you will update your historical financial statements
prior
to requesting effectiveness.

2. We remind you of our outstanding accounting comments issued in
connection with our review of your Form 10-K for the year ended
December 31, 2004 in our comment letter dated February 15, 2006.

Exhibits 5.a and 5.b

3. We note that you intend to file by amendment the legality
opinions.  Allow us sufficient time to review the opinions before
requesting acceleration of the registration statement`s
effectiveness.  If you would like us to review the opinions in
draft
form before filing the opinions, submit the drafts as
correspondence
on the EDGAR system.

Closing

	File an amendment to the S-4 in response to the comment.  To
expedite our review, Crown may wish to provide us three marked
courtesy copies of the amendment.  Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If Crown
thinks that compliance with the comments is inappropriate, provide
the basis in the letter.  We may have additional comments after
review of the amendment, the responses to the comments, and any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Crown and its management are in
possession
of all facts relating to the disclosure in the registration
statement, they are responsible for the adequacy and accuracy of
the
disclosures that they have made.

      If Crown requests acceleration of the registration
statement`s
effectiveness, Crown should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Crown from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.

* Crown may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Crown provides us in our review of the
registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Jenn Do,
Staff Accountant, at (202) 551-3743 or Jeanne K. Baker, Assistant
Chief Accountant, at (202) 551-3691.  You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3767.

Very truly yours,

Jennifer R. Hardy
   Legal Branch Chief

cc:	William G. Lawlor, Esq.
	Dechert LLP
	Cira Centre
	2929 Arch Street
	Philadelphia, PA 19104

William T. Gallagher, Esq.
February 23, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 15, 2006

via U.S. mail and facsimile to (215) 676-2085

Alan W. Rutherford
Chief Financial Officer
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154

	RE:	Crown Holdings, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 11, 2005

		File No. 0-50189

Dear Mr. Rutherford:

      We have reviewed your response letter dated February 3, 2006
and have the following additional comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Form 10-K for the year ended December 31, 2004

Financial Statements

V. Income Taxes, page 56

1.  We note your response to prior comment 1 in our letter dated
January 20, 2006.  Your proposed disclosures regarding your
valuation
allowance tell readers why you have provided a full valuation
allowance against your net U.S. deferred tax assets (e.g., recent
losses and uncertainty regarding the amount of future taxable
income), however you have not provided a discussion of the
assumptions used and judgments made in determining your valuation
allowance.  For instance, have you assumed that you will not
generate
future taxable income prior to the expiration dates of tax loss
and
credit carryforwards?  If so, what is such timing and related
amounts
underlying such assumptions.  You should discuss other material
assumptions and judgments made as well.  Refer to SEC Release No.
33-
8350.

W. Segment Information, page 58

2.  We have reviewed your response to comment 3 in our letter
dated
January 20, 2006 and note your belief that your operating segments
are the Americas, Europe, and Asia-Pacific divisions and that your
Chief Executive Officer (CEO) is your chief operating decision
maker
as defined by paragraph 12 of SFAS 131.  However, we also note the
following information:

* your CEO uses (i) a monthly flash report showing sales,
operating
income and net income for each division and additional
disaggregated
information for the various businesses within each division, (ii)
quarterly management meeting reports to review the progress of the
businesses/product lines of the three divisions with each division
president, and (iii) quarterly board presentations to review the
financial results of the Company, which is summarized at a
company-
wide, division and product line basis in his role as chief
operating
decision maker in allocating resources and assessing the
performance
of your operating segments;
* the reports that are regularly reviewed by your CEO have
discrete
financial information below that of the three divisions that you
have
identified as your operating segments.  For instance, these
reports
have sales and operating income, budget versus actual sales and
operating income information, budget information for capital
expenditures, status of sales price negotiations, cost reduction
information, unit sales information, volume/mix change
information,
cash flow information and average invested capital information for
the various businesses/product lines within each division; and
* at the end of each year your CEO notifies each division
president
of the amount of capital they can include in their budgets and
spend
in the following year.

Given such discrete financial information is available and
regularly
reviewed by your CEO, we presume that such information is utilized
by
him to make decisions about resources to be allocated to the
segments
and assess its performance.  Specifically, we assume that your CEO
reviews and assesses the financial information regarding the
individual businesses/product lines in his determination of the
amount of total capital allocated to each division.  The fact that
your CEO does not directly allocate resources to the individual
businesses/product lines does not preclude a conclusion that your
individual businesses/product lines are operating segments as
defined
by SFAS 131.  Based on this information, it appears to us that the
businesses/product lines of the three divisions are operating
segments as defined by paragraph 10 of SFAS 131.

3. Please reconcile for us the "segment income" you have presented
in
Note W to your financial statements to the operating income
information provided in the reports regularly reviewed by your
CEO.
Help us to understand the appropriateness of reporting "segment
income" as your measure of segment profit or loss in accordance
with
paragraph 27 of SFAS 131 since we do not see such measure
presented
in the reports you have provided to us.

4.  	Reconcile for us the product sales information you have
presented in Note W to the businesses/product lines of the
divisions
presented in the reports regularly reviewed by your CEO.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
Jeanne Baker, Senior Staff Accountant, at (202) 551-3691 or me at
(202) 551-3255 if you have questions regarding these comments.

								Sincerely,

								Nili Shah
								Branch Chief

??

??

??

??

Mr. Alan W. Rutherford
Crown Holdings
February 15, 2006
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

 SEC Correspondence February 2006

February 3, 2006

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance
100 F Street, NE
Washington, DC  20549-7010

Attn: Nili Shah

Re:
Crown Holdings, Inc.

Form 10-K for the year ended December 31, 2004

(File Number 0-50189)

Ladies and Gentlemen:

This letter responds to the comments
raised in your letter dated January 20, 2006.  For your convenience, the comments are
included in this letter and are followed by the applicable response.

Form 10-K for the year ended December 31, 2004

Financial Statements

V.    Income Taxes, page 56

1.
We note your response to comment 4 in our letter dated December 30, 2005
and have the following comments.

•
Please provide us with the detailed  gross  deferred tax assets and  liabilities  you will
provide in future  filings.  Please clarify  the nature of the  deferred  tax assets and  liabilities
you have  historically  net and your basis for netting such items.

Our  footnote  disclosure  of the  components  of our  deferred  taxes will be presented on a gross
basis in future filings.  Although  our deferred tax assets and  liabilities  are  correctly  shown in our
consolidated  balance  sheet,  we  incorrectly  presented  certain  components  of our  deferred  taxes on a net
basis in our Form 10-K  footnote  disclosure  for the year ended  December 31, 2004.  The net deferred tax liability
for pensions of $88, for example,  included a gross  deferred tax liability of $247 for our U.K.  plan,  offset by
gross  deferred tax  assets of $159 for our other plans.  The 2004  components on a gross basis, as they will be
presented in our Form 10-K for the year ending December 31, 2005, are shown below.

     Assets

     Liabilities

     Depreciation

     $
     9

     $
     218

     Tax loss and credit carryforwards

     364

     Postretirement and postemployment benefits

     211

     Pensions

     159

     247

     Asbestos

     82

     Inventories

     22

     Accruals and other

     55

     39

     Valuation allowances
     (

     679
     )

     $
     201

     $
     526

•
We note that the U. S.  operations  have a history of recent  losses  and have a  cumulative
loss over  three  years and have therefore  determined a full  valuation  allowance was  appropriate.  Given the
significance  of your  valuation  allowance and its impact on your  provision for income taxes over the periods
presented,  please provide us with the expanded  disclosures  you will provide in future filings with regard to the
assumptions  used and judgments made in determining your valuation allowance.

Our expanded  disclosures in future filings will be similar to those presented below.  The disclosures
regarding the U.S are for  illustrative  purposes and are based on the tax position as of December  31, 2004.
Other  jurisdictions with significant valuation allowances will also be disclosed and discussed in future filings.

The Company’s  deferred tax assets in certain  jurisdictions  were reduced by a valuation
allowance when, in the  Company’s  opinion,  it was  more  likely  than not that a  portion  of the tax  assets
  would  not be  realized.  Realization of any portion of the deferred tax assets in these  jurisdictions  is
dependent upon the availability  of taxable income.  The Company  considers all sources of taxable income in
estimating its valuation  allowances, including  taxable  income in any available  carry back period;  the reversal
of taxable  temporary  differences; tax-planning  strategies;  and  taxable  income  expected  to be  generated
in the future  other than  reversing   temporary differences.

 The U.S has a full  valuation  allowance of $625  million  against its net U.S.  deferred  tax
assets.  The U.S. operations have had tax losses in recent years due, in part, to significant  interest expense,  pension plan
 contributions  and asbestos  payments.  The Company  determined  that a full valuation  allowance was appropriate
as of December 31, 2004 due to these recent losses and uncertainty  regarding the amount of future taxable  income.
The Company  will continue to review its estimates in future periods and adjust the valuation allowances as
appropriate.

2

We will also expand the discussion of our Critical  Accounting  Policies in Management’s
Discussion and Analysis similar to the following:

The  Company  records a valuation  allowance  to reduce its  deferred  tax assets when it is
more likely than not that a portion of the tax assets will not be realized.  The  estimate of the
amount that will not to be realized  requires the use of assumptions  concerning the Company’s  future taxable income.
The Company  considers  all sources of taxable income in estimating its valuation  allowances,  including taxable
income in any available  carry back period; the reversal of taxable temporary  differences;  tax-planning
strategies;  and taxable income  expected to be generated in the future other than  reversing  temporary
differences.  Should the Company  change  its  estimate of the amount of its  deferred tax assets that it would be
able to realize,  an  adjustment  to the  valuation  allowance  would  result in an  increase  or  decrease  in tax
expense in the period such a change in  estimate was made.

2.
We note your  response  to comment 5 in our letter  dated  December  30,  2005.  Please  ensure  that in
future  filings  your provisions for contingent  income tax  liabilities are not included with deferred  income tax
liabilities.  In this regard, we note that an accrual for a contingent  income tax liability  under SFAS 5 is not
deferred income tax liability as defined by SFAS 109.

In future filings, we will include any contingent income tax liabilities with income taxes payable.

W.    Segment Information, page 58

3.
We note your response to comment 6 in our letter dated December 30, 2005 and have the following
additional comments.

•
Based on your response, we assume that resources are allocated to the countries and geographic
regions underlying Americas, Europe and Asia-Pacific by your regional Presidents.  As indicated in paragraph 12 of
SFAS 131 we note that the  term chief operating decision maker identifies a function and that function is to allocate
resources to and  assess the performance of the segments of an enterprise.  If your regional Presidents allocate
resources and assess performance of the countries and geographic regions underlying Americas, Europe and Asia-Pacific,
it is unclear to us why your chief operating decision maker would not be a group consisting of your CEO
and the regional Presidents.  In this regard, we note that your regional Presidents are directly accountable
to and  maintain regular contact with your CEO.

3

Based on your prior  comments,  we  acknowledge  that the  disclosures  in footnote W to our 2004
Annual  Report contain language that could be read to imply that our reportable  segments  represent the aggregation
of multiple  operating  segments  under  paragraph  17 of SFAS  131.  However,  as more  fully  described  below,
we have not  aggregated  any operating  segments in arriving at our reportable  segments.  We will clarify the
language in our  SFAS 131 disclosure in our 2005 Annual Report on Form 10-K.

Our operating segments are the Americas,  Europe, and Asia-Pacific  divisions.  These operating
segments meet the  criteria in paragraph 10 of SFAS 131,  including the criterion in paragraph 10(b) that the
operating  results are  regularly  reviewed by the chief  operating  decision maker to make decisions about
resources to be allocated to the segment and to assess its performance.

Our Chief  Executive  Officer is our chief  operating  decision maker as defined in paragraph 12 of
SFAS 131, and  the functions  performed by our division  presidents  (the  presidents of the Americas,  Europe and
Asia-Pacific divisions) are consistent with those of segment managers as defined in paragraph 14 of SFAS 131.

Our division  presidents are accountable to our Chief Executive  Officer for the performance of
their  respective divisions.  The Chief Executive  Officer  evaluates the performance of the Company and allocates
resources based  on the  performance  of the  divisions.  Within  the  respective  divisions,  the  division
presidents  have the responsibility  for allocating  resources to the various  businesses  and for assessing the
performance of those  businesses.  As illustrated  in the organization  chart provided supplementally as Document A,  our Chief  Executive
Officer is supported by  three  division  presidents.  Each  division  president  is supported  by a chief
financial  officer and various presidents and vice presidents from either businesses or geographic locations
within their respective divisions.

At the end of each year, our Chief  Executive  Officer  formally  notifies each segment  manager of
the amount of  capital  they can  include in their  budgets  and spend in the  following  year.  The  division
presidents  then  allocate the capital to the components of their division.  This capital  allocation  process
further supports our  belief  that our Chief  Executive  Officer is the  individual  who  reviews  results  and
makes  decisions  about resources  being  allocated  to the segment  based on  performance.  Our division
 presidents’  bonuses are based  solely  on the  results  of  their  respective  divisions  and not on the
results  for the  Company  as a whole.  Accordingly, they are directly accountable for the performance of
their divisions.

Based on the above, we do not believe that the Chief Executive  Officer together with the division
presidents as a group constitute our chief operating decision maker function.

4

Our Chief Executive  Officer uses the following  information,  in his role as chief operating
decision maker, in  allocating resources to and assessing the performance of our operating segments:

a.
a monthly flash report from corporate accounting showing sales, operating income and net income
for each division (operating segment) and additional disaggregated information for the various businesses within
each division (copy of the November 2005 monthly flash report is provided supplementally as Document B);

b.
at least quarterly meetings with the division presidents to review the progress of the components
of their segment in  meeting the budget objectives, and to review revised projections for the remainder of the year
(copies  of the materials presented at the July 2005 meetings between the Chief Executive Officer and the
division presidents are provided supplementally as Documents C-E); and

c.
at least quarterly board meetings to review the financial results of the Company, which is
summarized at a company-wide, division and product line basis, and to review progress against management’s
objectives (copy of the discussion material from the October 2005 Board Meeting to review third quarter results
and the 2006 plan is provided supplementally as Document F).

Our  division  presidents,  in their  roles as segment  managers,  use more  detailed  information
in  reviewing operating  activities and financial results,  developing  budgets and updating  forecasts of their
divisions.  As  noted above,  the division  presidents  attend  budget review and  quarterly  management  meetings
with the Chief  Executive Officer to discuss  operating  activities,  financial  results and budgets.  See our
response below for  additional  information  regarding the level at which  discrete  information  is available to
and reviewed by our division presidents.

•
Please clarify whether there is discrete financial  information  available for the countries and
geographic regions underlying Americas,  Europe and  Asia-Pacific  and if so, tell us why you do not believe  these
countries  and  geographic regions  meet the  definition  of an operating  segment.  If discrete  financial
information  is  available  for countries and geographic regions underlying  Americas,  Europe and Asia-Pacific,
please provide us with the last five years’ sales and gross  profit  trends for each  country and region and
address any  inconsistencies  in the trends they depict.

Discrete financial information is available at levels below our three operating segments,
but the businesses are not managed nor is financial information reported purely on a geographic basis.  We do not
believe these businesses or regions one level below our divisions meet the definition of operating segments because
these results are not regularly reviewed by our Chief Executive Officer to make decisions about resources to be
allocated to these businesses or geographic regions or to assess the performance of these
businesses and geographic regions.

5

The monthly  flash report does  contain  discrete  financial  information  about the  businesses
and  geographic  regions  underlying  Americas,  Europe and Asia-Pacific,  but the Chief Executive Officer does not
make decisions  about resources or assess the performance of these businesses and geographic  regions based on the
disaggregated  component  information in the flash report.  These  decisions and assessments are made only at the
division level and are made by the division  presidents.  The division  presidents receive much more detailed
information about each of these businesses and geographic regions in order to make these decisions and assessments.

Our Americas division  comprises 68 plants spanning from Canada to Argentina,  consisting of
beverage,  food, and aerosol  cans;  beauty  packaging;  and metal  closures.  Discrete  financial  information
is available  for the Americas segment for the following components:

U.S. Beverage

Jamaica

U.S. Food

Trinidad

U.S. Aerosol

Mexico (multiple products combined)

U.S. Metal Closures

Argentina

U.S. Beauty

Brazil Beverage

Canada (multiple products combined)

Colombia Beverage

Barbados

Information  in the flash  report  reviewed  by our Chief  Executive  Officer is  subtotaled
into the  following  categories:  Total Domestic  Metals,  Canada,  Central  America and South America.  These
subtotals are included  based on the location of the financial  records (for  example,  the U.S. and Canada  operate
with a shared  service  center in each country) and regional  groupings,  not  necessarily  how the  businesses are
managed (for example,  there is a beverage  president  and a food  president,  yet these  products  are  grouped
together  in the flash  report).

6

Our Europe division  comprises 100 plants in Europe,  Middle East and Africa  consisting of the
following product lines:  beverage,  food,  aerosol and specialty  cans;  metal closures;  plastic  containers, and
beauty  packaging.  Discrete financial information is available for the Europe segment for the following
components:

Food
Beverage
Aerosol
Metal Closures
Specialty Metal
Plastic Bottles
Beauty

UK
X
X
X
X
X

Germany
X

X
X

France
X
X

X
X
X
X

Benelux
X

X

X

Morocco
X

Ivory Coast
X

Senegal
X

Madagascar
X

Finland

X

Switzerland

X

Tunisia

X

Ghana
X

South Africa
X

Spain
X
X

X
X

Italy
X
X
X
X
X

X

Greece
X
X

Turkey

X

Russia
X

Hungary
X

Slovakia
X

Poland
X

United Arab Emirates

X

Jordan

X

Saudi Arabia

X

Information in the flash report reviewed by our Chief Executive Officer is subtotaled into the
following  categories:  Food Europe, Closures, Aerosols, Specialty Packaging, Specialty Plastics and Beverage.
These  subtotals are based on the product lines and generally match up with the European product presidents that report
 directly to the European division president.

Our Asia Pacific division comprises 17 plants producing beverage, food, and aerosol cans, specialty
packaging, vacuum closures, and bottle caps. Discrete financial information is available for the Asia-Pacific
segment for  the following compo

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

January 20, 2006

via U.S. mail and facsimile to (215) 676-2085

Alan W. Rutherford
Chief Financial Officer
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154

	RE:	Crown Holdings, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 11, 2005

		File No. 0-50189

Dear Mr. Rutherford:

      We have reviewed your response letter dated January 9, 2006
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Form 10-K for the year ended December 31, 2004

Financial Statements

V. Income Taxes, page 56

1.	We note your response to comment 4 in our letter dated
December
30, 2005 and have the following comments.
* Please provide us with the detailed gross deferred tax assets
and
liabilities you will provide in future filings.  Please clarify
the
nature of the deferred tax assets and liabilities you have
historically net and your basis for netting such items.
* We note that the U.S. operations have a history of recent losses
and have a cumulative loss over three years and have therefore
determined a full valuation allowance was appropriate.  Given the
significance of your valuation allowance and its impact on your
provision for income taxes over the periods presented, please
provide
us with the expanded disclosures you will provide in future
filings
with regard to the assumptions used and judgments made in
determining
your valuation allowance.

2.	We note your response to comment 5 in our letter dated
December
30, 2005.   Please ensure that in future filings your provisions
for
contingent income tax liabilities are not included with deferred
income tax liabilities.  In this regard, we note that an accrual
for
a contingent income tax liability under SFAS 5 is not deferred
income
tax liability as defined by SFAS 109.

W. Segment Information, page 58

3.	We note your response to comment 6 in our letter dated
December
30, 2005 and have the following additional comments.
* Based on your response, we assume that resources are allocated
to
the countries and geographic regions underlying Americas, Europe
and
Asia-Pacific by your regional Presidents.  As indicated in
paragraph
12 of SFAS 131 we note that the term chief operating decision
maker
identifies a function and that function is to allocate resources
to
and assess the performance of the segments of an enterprise.  If
your
regional Presidents allocate resources and assess performance of
the
countries and geographic regions underlying Americas, Europe and
Asia-Pacific, it is unclear to us why your chief operating
decision
maker would not be a group consisting of your CEO and the regional
Presidents.  In this regard, we note that your regional Presidents
are directly accountable to and maintain regular contact with your
CEO.
* Please clarify whether there is discrete financial information
available for the countries and geographic regions underlying
Americas, Europe and Asia-Pacific and if so tell us why you do not
believe these countries and geographic regions meet the definition
of
an operating segment.  If discrete financial information is
available
for countries and geographic regions underlying Americas, Europe
and
Asia-Pacific, please provide us with the last five years` sales
and
gross profit trends for each country and region and address any
inconsistencies in the trends they depict.
* Please provide us with a copy of the report(s) that your CEO
regularly reviews.  In addition, please also provide us with a
copy
of the report(s) that your regional Presidents review to make
decisions about resources to be allocated and assess performance
of
the countries and geographic regions underlying Americas, Europe
and
Asia-Pacific.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
Jeanne Baker, Senior Staff Accountant, at (202) 551-3691 or me at
(202) 551-3255 if you have questions regarding these comments.

								Sincerely,

								Nili Shah
								Branch Chief

??

??

??

??

Mr. Alan W. Rutherford
Crown Holdings
January 20, 2006
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

 SEC Correspondence January 2006

January 9, 2006

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance
100 F Street, NE
Washington, DC  20549

Attn: Nili Shah

Re:
Crown Holdings, Inc.

Form 10-K for the year ended December 31, 2004

and Form 10-Q for the quarter ended September 30, 2005

(File Number 0-50189)

Ladies and Gentlemen:

This letter responds to the comments
raised in your letter dated December 30, 2005.  For your convenience, the comments are
included in this letter and are followed by the applicable response.

Form 10-K for the year ended December 31, 2004

Financial Statements

L.    Commitments and Contingent Liabilities, page 43

1.
We note your discussion on page 44 regarding Crown Cork’s amended retiree medical benefits.  You state that
you could be required to restore all or a portion of the retiree medical benefits to their pre-amendment levels
which could have a  material adverse impact on your financial position, results of operations and cash flows.
Please tell us what you believe your maximum exposure to be and quantify this amount in future filings.

Restoration of the retiree medical benefits to their pre-amendment levels would increase our accumulated
postretirement benefit obligation by approximately $45 million based on a discount rate of 5.75% as of January 1, 2005.
 Our annual charge  to income would increase by approximately $7 million and our annual payments for retiree benefits
would increase by approximately $6 million in the initial years.

We will disclose these amounts in future filings.

2.
We note your disclosure on page 19 in MD&A indicating that your purchase obligations of $1.6 billion
include commitments for raw materials and utilities at December 31, 2004.  Given the significance of this obligation,
provide this quantifying disclosure within your commitments and contingent liabilities footnote in future filings.

We will provide the additional quantifying disclosure for purchase obligations within our commitments and
contingent liabilities footnote in future filings.

N.    Asset Impairments and Loss/Gain
on Sale of Assets, page 45

3.
You disclose that $29 million was recorded as a charge to reclassify cumulative translation adjustments to
earnings from the planned sale of three businesses in the Americas.  Tell us and expand  your disclosure in future
filings to:

•
Clarify why the sale of
these businesses did not qualify as discontinued operations in accordance with paragraphs
41 and 42 of SFAS 144.

•
 Discuss in Management’s Discussion and Analysis, to the extent material, the expected
impact to your results of operations and financial position.

In aggregate, the three divested operations had (i) net sales and gross profit of less than 0.2% of the
consolidated  totals in each of the three years presented, (ii) income before income taxes of less than 0.3% of the
consolidated total in 2003 and 2004 and of 1.4% in 2002, and (iii) total assets of less than 0.1% of the consolidated
total as of December 31, 2004.  Although these businesses did qualify as discontinued operations in accordance with
paragraphs 41 and 42 of SFAS 144, we did not consider these amounts to be material for disclosure as discontinued
operations and assets held for sale, or for separate discussion in our Management’s Discussion and Analysis.

V.    Income Taxes, page 56

4.
We note your valuation allowance of $679 million at December 31, 2004.  With reference to SFAS 109,
please address the following comments.

•
Tell us why the valuation allowance is so high in relation to your gross deferred tax assets.

The components of deferred taxes as presented on page 57 of our Form 10-K are on a net basis.
If the balances were displayed on a gross basis, the deferred tax assets before valuation allowance would be
$880 million, of   which $695 million are for the U.S. operations.

2

The valuation allowance of $679 million is high in relation to the gross deferred tax assets of
$880 million for two primary reasons:

•
There is a full valuation allowance of $625 million against the net U.S. deferred tax assets of
the same amount (gross assets of $695 million less gross liabilities of $70 million).

•
Our European operations have valuation allowances of $53 million against gross deferred tax assets
of $157 million.  The  valuation allowances of $53 million largely relate to tax loss carryforwards in dormant
operations or operations that have a recent history of losses.

We will revise future filings to disclose the deferred tax components on a gross basis in
accordance with paragraph 43 of SFAS 109.

•
In this regard, tell us supplementally and revise future filings to address the assumptions you used to determine
which portion of the deferred tax assets would not be realized.

As of December 31, 2004 there were no partial valuation allowances recorded.  The valuation
allowances that were recorded reduced the deferred tax balances to zero in each of the applicable jurisdictions.

Realization of any portion of the U.S. deferred tax assets or the tax loss carryforwards in Europe
discussed above is dependent upon the availability of taxable income in these jurisdictions.  We consider all
sources of  taxable income, including (i) taxable income in any available carry back period, (ii) the reversal of
taxable temporary differences, (iii) tax-planning strategies, and (iv) taxable income expected to be generated in
the future other than from reversing temporary differences.  We also consider whether there have been cumulative
losses in recent years.

The U.S. operations have a history of recent losses and have a cumulative loss over the three most
recent years, 2002 through 2004.  Accordingly, we determined a full valuation allowance was appropriate.

As noted above, the valuation allowances in Europe of $53 million largely relate to tax loss
carryforwards in dormant operations or operations that have recent cumulative losses.  There were no tax-planning
strategies  being considered that would allow us to utilize the losses in the dormant operations, and there was not
 sufficient positive evidence to overcome the recent cumulative losses in the other relevant operations.

3

In future filings we will update our disclosure to include the assumptions we used to
determine which portion of our deferred tax assets would not be realized.

•
Expand your critical accounting policy for your
valuation allowance  to discuss the types of assumptions used and the judgments made in applying the policy.

In future filings we will expand our critical accounting policy for our valuation allowance to
discuss the  types of assumptions used and the judgments made in applying the policy.

•
You state that you have a full valuation allowance against your U.S. tax assets, including those
related to minimum pension  liability adjustments.  Please tell us and revise future filings to disclose the amount
of your U.S. tax assets  and explain your basis for this full valuation.

As noted above, our gross U.S. tax assets are $695 million, including $300 million related to
pension and  postretirement benefits, $257 million for tax loss and tax credit carryforwards, and $82 million
related to asbestos liabilities.  We will disclose the total amount of U.S. deferred tax assets in future filings
and explain our basis for the valuation allowance.

5.
 In your effective income tax rate reconciliation on page 56, you indicate “Other
 items, net” is comprised of, among other things, $18 million for tax contingencies.
Tell us and revise future filings to discuss the nature of such contingencies and their propriety in
accordance with SFAS 5.

The primary item included in the $18 million of tax contingencies was $16 million for an issue that arose upon
tax  examination by U.K. Inland Revenue.  The issue involves the amount of commission payments made by our U.K.
subsidiaries to  our centralized European purchasing center. In accordance with SFAS 5, our reserve was based on
our best estimate of the  likely outcome of the dispute as of the date of the financial statements.

The dispute was partially resolved in the third quarter of 2005 and we released $4 million of the $16 million
provision ,  as disclosed in the “Income Taxes” section of Management’s Discussion and Analysis within the
Form 10-Q for the quarterly period ended September 30, 2005.

We will discuss the nature and propriety of any remaining material contingencies in future filings.

4

W.    Segment Information, page 58

6.
You disclose three reportable operating segments:  Americas, Europe and Asia-Pacific.  Based on your disclosures
we assume that the United States, Canada, Mexico, and South and Central Americas represent operating segments that
have been  aggregated into your Americas reportable segment; Europe, Africa and the Middle East represent operating
segments that have been aggregated into your Europe reportable segment; and China and Southeast Asia represent
operating segments that have been aggregated into your Asia-Pacific reportable segment.  If our assumption is correct,
please explain to us how you  have determined that the aggregation of these operating segments into your three
reportable segments is appropriate.  In this regard, paragraph 17 of SFAS 131 indicates that two or more operating
segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic
principles of SFAS 131, if the segments have similar economic characteristics, and if the segments meet the other
criteria set forth in items a-e of paragraph 17.  Paragraph 17 of SFAS 131 also states that operating segments often
exhibit similar long-term financial performance if they have similar economic characteristics.  As such, please
provide us with the last five years’ sales and gross profit trends for each operating segment and address any
inconsistencies in the trends they depict.  If you do not believe the above referenced countries and geographic
regions are operating segments, please provide your basis for such conclusion.  Refer to paragraph 10 of SFAS 131.

As discussed in Note W to the consolidated financial statements included in the Form 10-K, we are organized and
report on  the basis of three geographic regions – the Americas, Europe and Asia-Pacific, and each region has a
President who reports  directly to our Chief Executive Officer.  We consider the Chief Executive Officer to be the
chief operating decision maker as defined in paragraph 12 of SFAS 131, and the Presidents to be segment managers as
defined in paragraph 14 of SFAS 131.  The segment managers are directly accountable to and maintain regular contact
with the chief operating decision maker on  matters such as operating activities, financial results, forecasts,
and plans for their region.

In accordance with paragraph 14 of SFAS 131, we do not believe the countries and geographic regions referenced
in your comment represent operating segments because their operating results are not regularly reviewed by the chief
operating  decision maker to make decisions about resources to be allocated to the segment and assess its performance.
Those results  are reviewed by the segment managers who are ultimately held responsible for their region and the
allocation of resources  within their region.

5

Item 9A.  Controls and Procedures, page 77

7.
We note your disclosure regarding disclosure controls and procedures.  You indicate that your Chief Executive
Officer and Chief Financial Officer have concluded that your current disclosure controls and procedures are effective,
in all material respects, to ensure that information to be disclosed in reports that you file and submit under the
Exchange Act is recorded, processed, summarized and reported as and when required.  This disclosure does not conform
to Exchange Act Rule 13a-15(e).  If true, please provide the following changes in future filings.

•
Delete the phrase “in all material respects.”

•
 Replace the phrase “as and when required” with “within the time periods
specified in the SEC rules and forms.”

•
Revise to clarify that your officers concluded that your disclosure controls and procedures are
also effective to ensure that information required to be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management, including your Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding required disclosure.

We will provide the requested changes in future filings.

6

Form 10-Q for the period
ended September 30, 2005

Financial Statements

D.    Change in Consolidation, page 8

8.
You state that in connection with your plans to expand your beverage can operations in the Middle East,
you obtained control in certain of these operations that were previously accounted for by the equity method.
Tell us and clarify in future  filings how you obtained control of these operations.  Also tell us and revise future
filings to clarify your ownership  interest before and after you obtained control of these operations.  As part of
your response, please clarify the rights and obligations associated with your equity ownership, as well as any other
interests you may hold in these operations.

We have the same partner in each of the three operations that were previously not consolidated.  We have a 50%
ownership in two of these operations and a 40% ownership in the third operation.  Neither we nor our partners hold
any other interests in these operations.

We obtained effective control of these operations in August 2005 through amendments to the existing shareholders’
agreements. The amendments were a condition to our approval of our partner’s proposal to increase beverage can
capacity to meet demand in the region, and reflected our desire to obtain management control of these operations
prior to implementing  the capacity increases and entering into local borrowing arrangements.  The ownership
percentages did not change as a result of the amendments.

With the amendments we now have the unilateral right to approve or reject the annual plan, which establishes
the operating, capital and financing activities to be implemented by the general manager. Specifically, the general
manager is required to follow the provisions set forth in the annual plan including provisions for the purchase of
raw materials, machinery and equipment; sales and marketing programs; additions to or changes in facilities,
production units and product lines; and  borrowings to finance the activities in the plan, including the pledge of
assets.  We also retained the right to continue to appoint the general manager of each operation. Prior to the
amendments, approval of the annual plan required the agreement  of both parties. Major capital investments such as
the building of a new plant or the installation of new production lines  continue to require the approval of both
parties before their inclusion in the annual plan submitted for approval.

We will revise future filings to clarify how we obtained effective control of these operations and to clarify
that our  ownership interests did not change.

If you have any questions
regarding this matter, please contact the undersigned at 215-698-5341.

Very truly yours,

/s/ Thomas A. Kelly

Thomas A. Kelly

Vice President and Corporate Controller

7

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                 					December 30, 2005

By U.S. mail and facsimile to (215) 676-2085

Alan W. Rutherford
Chief Financial Officer
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154

	RE:	Crown Holdings, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 11, 2005

		Form 10-Q for the quarter ended September 30, 2005
		File No. 0-50189

Dear Mr. Rutherford:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements

L. Commitments and Contingent Liabilities, page 43

1.	We note your discussion on page 44 regarding Crown Cork`s
amended retiree medical benefits.  You state that you could be
required to restore all or a portion of the retiree medical
benefits
to their pre-amendment levels which could have a material adverse
impact on your financial position, results of operations and cash
flows.  Please tell us what you believe your maximum exposure to
be
and quantify this amount in future filings.

2.	We note your disclosure on page 19 in MD&A indicating that
your
purchase obligations of $1.6 billion include commitments for raw
materials and utilities at December 31, 2004.  Given the
significance
of this obligation, provide this quantifying disclosure within
your
commitments and contingent liabilities footnote in future filings.

N. Asset Impairments and Loss/Gain on Sale of Assets, page 45

3.	You disclose that $29 million was recorded as a charge to
reclassify cumulative translation adjustments to earnings from the
planned sale of three businesses in the Americas.  Tell us and
expand
your disclosure in future filings to:
* Clarify why the sale of these businesses did not qualify as
discontinued operations in accordance with paragraphs 41 and 42 of
SFAS 144.
* Discuss in Management`s Discussion and Analysis, to the extent
material, the expected impact to your results of operations and
financial position.

V. Income Taxes, page 56

4.	We note your valuation allowance of $679 million at December
31,
2004.  With reference to SFAS 109, please address the following
comments.
* Tell us why the valuation allowance is so high in relation to
your
gross deferred tax assets.  In this regard, tell us supplementally
and revise future filings to address the assumptions you used to
determine which portion of the deferred tax assets would not be
realized.   Expand your critical accounting policy for your
valuation
allowance to discuss the types of assumptions used and the
judgments
made in applying the policy.
* You state that you have a full valuation allowance against your
U.S. tax assets, including those related to minimum pension
liability
adjustments.  Please tell us and revise future filings to disclose
the amount of your U.S. tax assets and explain your basis for this
full valuation.
5.	In your effective income tax rate reconciliation on page 56,
you
indicate "Other items, net" is comprised of, among other things,
$18
million for tax contingencies.  Tell us and revise future filings
to
discuss the nature of such contingencies and their propriety in
accordance with SFAS 5.

W. Segment Information, page 58

6.	You disclose three reportable operating segments: Americas,
Europe and Asia-Pacific.  Based on your disclosures we assume that
the United States, Canada, Mexico, and South and Central Americas
represent operating segments that have been aggregated into your
Americas reportable segment; Europe, Africa and the Middle East
represent operating segments that have been aggregated into your
Europe reportable segment; and China and Southeast Asia represent
operating segments that have been aggregated into your Asia-
Pacific
reportable segment.   If our assumption is correct, please explain
to
us how you have determined that the aggregation of these operating
segments into your three reportable segments is appropriate.  In
this
regard, paragraph 17 of SFAS 131 indicates that two or more
operating
segments may be aggregated into a single operating segment if
aggregation is consistent with the objective and basic principles
of
SFAS 131, if the segments have similar economic characteristics,
and
if the segments meet the other criteria set forth in items a-e of
paragraph 17.  Paragraph 17 of SFAS 131 also states that operating
segments often exhibit similar long-term financial performance if
they have similar economic characteristics.  As such, please
provide
us with the last five years` sales and gross profit trends for
each
operating segment and address any inconsistencies in the trends
they
depict.  If you do not believe the above referenced countries and
geographic regions are operating segments, please provide your
basis
for such conclusion.  Refer to paragraph 10 of SFAS 131.

Item 9A.  Controls and Procedures, page 77

7.	We note your disclosure regarding disclosure controls and
procedures.  You indicate that your Chief Executive Officer and
Chief
Financial Officer have concluded that your current disclosure
controls and procedures are effective, in all material respects,
to
ensure that information to be disclosed in reports that you file
and
submit under the Exchange Act is recorded, processed, summarized
and
reported as and when required.  This disclosure does not conform
to
Exchange Act Rule 13a-15(e).  If true, please provide the
following
changes in future filings.
* Delete the phrase "in all material respects".
* Replace the phase "as and when required" with "within the time
periods specified in the SEC rules and forms".
* Revise to clarify that your officers concluded that your
disclosure
controls and procedures are also effective to ensure that
information
required to be disclosed in the reports that you file or submit
under
the Exchange Act is accumulated and communicated to your
management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.

Form 10-Q for the period ended September 30, 2005

Financial Statements

D. Change in Consolidation, page 8

	8.	You state that in connection with your plans to expand
your
beverage can operations in the Middle East, you obtained control
in
certain of these operations that were previously accounted for by
the
equity method.  Tell us and clarify in future filings how you
obtained control of these operations.  Also tell us and revise
future
filings to clarify your ownership interest before and after you
obtained control of these operations.  As part of your response,
please clarify the rights and obligations associated with your
equity
ownership, as well as any other interests you may hold in these
operations.

*    *    *    *

      Please respond to these comments by providing the
supplemental
information requested within ten business days or tell us when you
will provide us with a response.  Please provide us with a
supplemental response that addresses each of our comments.  Please
file your supplemental response on EDGAR as a correspondence file.
We may raise additional comments after we review your responses.

      To expedite our review, you may wish to provide complete
packages to each of the persons named below.  Each package should
include a copy of your response letter and any supplemental
information.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors 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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their 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 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
Jeanne Baker, Senior Staff Accountant at (202) 551-3691, or me at
(202) 551-3255 if you have questions regarding comments on the
financial statements and related matters.

								Sincerely,

								Nili Shah
								Branch Chief
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Mr. Alan W. Rutherford
Crown Holdings, Inc.
December 30, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>