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.
* * * *
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 |
