Company Name: Crown Holdings, Inc.
Public Availability Date: January 9, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 21, 2007

VIA FEDERAL EXPRESS

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Crown Holdings, Inc.: Omission of Shareholder Proposal Submitted by Mr. Robert D. Morse

Ladies and Gentleman:

Crown Holdings, Inc. (the "Company") has received a letter from Robert D. Morse containing a proposal (the "2008 Proposal") for inclusion in the Company's 2008 Annual Meeting of Shareholders proxy material (the "2008 Proxy Material"). The Company intends to exclude the 2008 Proposal from its 2008 Proxy Material and is requesting that the staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action to the Securities and Exchange Commission (the "Commission") if the Company does so for the reasons outlined below. In accordance with Rule 14a-8(j), we are providing this letter in support of the Company's position that it may properly exclude the 2008 Proposal from the 2008 Proxy Material, pursuant to Rule 14a-8(h)(3), because Mr. Morse or his qualified representative failed to appear and present a previous proposal, without good cause, at the Company's 2007 Annual Meeting of Shareholders. Consistent with past guidance from the Staff, the Company also requests the concurrence of the Staff that it will not recommend any enforcement action to the Commission if the Company omits any proposals Mr. Morse may submit for inclusion in the Company's 2009 Annual Meeting of Shareholders proxy material from such proxy materials in accordance with Rule 14a-8(h)(3). In the alternative, the Company believes it may also properly exclude the 2008 Proposal from the 2008 Proxy Material, pursuant to Rule 14a-8(i)(12)(i), because the 2008 Proposal substantially duplicates Mr. Morse's previous proposal submitted at the Company's 2007 Annual Meeting of Shareholders and which proposal received less than 3% of the vote at such Annual Meeting. Six copies of Mr. Morse's letter containing the 2008 Proposal, as well as six copies of this letter, are included herewith.

I. The Company, in accordance with Rule 14a-8(h)(3), may exclude the 2008 Proposal, as well as any proposals Mr. Morse may submit for inclusion in the Company's 2009 Annual Meeting of Shareholders proxy material, because Mr. Morse or his qualified representative failed to appear and present a previous proposal, without good cause, at the Company's 2007 Annual Meeting of Shareholders.

Rule 14a-8(h)(3) provides that if a proponent or its qualified representative fails to appear and present a proposal, without good cause, the subject company is permitted to exclude all of such proponent's proposals from its proxy materials for any meetings held in the following two calendar years. Mr. Morse submitted the 2008 Proposal in a letter to the Company dated August 29, 2007, which the Company received on September 4, 2007 (a copy of which is attached hereto as Exhibit A). Mr. Morse previously submitted a proposal (the "2007 Proposal") for inclusion in the Company's 2007 Annual Meeting of Shareholders proxy material (the "2007 Proxy Material"). The 2007 Proposal was included in the 2007 Proxy Material, the relevant portion of which is attached hereto as Exhibit B. Under Rule 14a-8(h)(1), either Mr. Morse, or a representative qualified under state law to present the 2007 proposal on Mr. Morse's behalf, was required to attend the Company's 2007 Annual Meeting of Shareholders to present the 2007 Proposal. Neither Mr. Morse nor a qualified representative appeared at the Company's 2007 Annual Meeting of Shareholders to present the 2007 Proposal and the Company may properly exclude the 2008 Proposal from the 2008 Proxy Material. Mr. Morse is highly experienced in the process of submitting shareholder proposals and is well aware of the rules regarding the presentation of shareholder proposals. Mr. Morse has submitted numerous proposals to various public companies, including the Company, over a period of many years and has repeatedly violated Rule 14a-8(h)(1). Accordingly, the Staff has repeatedly allowed the exclusion of proposals submitted by Mr. Morse to the Company and others under such similar circumstances. See Crown Cork & Seal Company, Inc. (February 5, 2001); see also Anthracite Capital, Inc. (February 16, 2007); Wm. Wrigley Jr. Company (December 5, 2006); Eastman Kodak Company (January 30, 2006); The Coca-Cola Company (January 23, 2006); Entergy Corporation (January 10, 2006); Wm. Wrigley Jr. Company (November 21, 2005); Merck & Co., Inc. (December 14, 2004); Exxon Mobil Corporation (December 14, 2004).

The Company is unaware of any good cause for Mr. Morse's failure to appear at the Company's 2007 Annual Meeting of Shareholders and present the 2007 Proposal. Mr. Morse did state in correspondence enclosing the 2007 Proposal that "[f]or the past three years, my close presence to attend my wife's medical needs has escalated and the S.E.C. has been so advised as a `valid reason' for non-attendance", but the Company is of the view that such an argument does not constitute "good cause" under the Rule 14-a(h)(3) exclusion for failing to appear personally or to be represented. In the past, the Staff has consistently ruled that the medical condition of Mr. Morse's wife did not constitute "good cause" for Mr. Morse's or his representative's failure to appear. See, e.g., Merck & Co., Inc. (December 14, 2004); Exxon Mobil Corporation (December 14, 2004). In addition, the Staff has granted no-action relief even where a proponent had provided information suggesting that he has a good cause for failure to appear personally but where the proponent had not taken steps to have a representative present the proposal on his behalf. See College Retirement Equities Fund (September 7, 2000). In summary, neither Mr. Morse nor a representative on his behalf appeared at the Company's 2007 Annual Meeting of Shareholders, and Mr. Morse has not presented any good cause or other reason for his or his representative's failure to appear.

Furthermore, the Staff has stated that if a company demonstrates that it is entitled to exclude a proposal under rule 14a-8(h)(3), the company may concurrently request that the Staff issue a noaction response that covers both calendar years following the company's shareholder meeting at which the proponent failed to appear and present his or her proposal. Division of Corporation Finance: Staff Legal Bulletin No. 14Shareholder Proposals (July 13, 2001). Accordingly, the Company hereby requests that the Staff also grant forward-looking relief and concur that it will not recommend any enforcement action to the Commission if the Company omits any proposals Mr. Morse may submit for inclusion in the Company's 2009 Annual Meeting of Shareholders proxy material from such proxy materials. The Company acknowledges that, if the Staff grants the Company's request and the Company receives a proposal from Mr. Morse in connection with the Company's 2009 Annual Meeting of Shareholders, the Company is obligated under Rule 14a-8(j) to notify the Staff and Mr. Morse of its intention to exclude Mr. Morse's proposal from its proxy materials for that meeting. See id.

II. The Company may exclude the 2008 Proposal pursuant to Rule 14a-8(i)(12)(i) because the 2008 Proposal deals with substantially the same subject matter as the 2007 Proposal, and the 2007 Proposal, when submitted to a vote of the Company's shareholders at the Company's 2007 Annual Meeting of Shareholders, received less than 3% of the vote.

The Company believes that it may properly exclude the 2008 Proposal from the 2008 Proxy Material, and any proposals Mr. Morse may submit for inclusion in the Company's 2009 Annual Meeting of Shareholders proxy material from such proxy materials, pursuant to Rule 14a-8(h)(3) for the reasons described in Section I above. In the alternative, the Company also believes that it may properly exclude the 2008 Proposal, pursuant to Rule 14a-8(i)(12)(i), because the 2008 Proposal deals with substantially the same subject matter as the 2007 Proposal, and the 2007 Proposal, when submitted to a vote of the Company's shareholders at the Company's 2007 Annual Meeting of Shareholders, received less than 3% of the vote.

Rule 14a-(i)(12)(i) provides that, if a proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included in a company's proxy materials within the preceding five calendar years, such company may exclude the proposal from its proxy materials for any meeting held within three calendar years of the last time it was included if the proposal received less than 3% of the vote if proposed once within the preceding five calendar years. The 2008 Proposal requests the Company's Board of Directors "to take action regarding remuneration to any of the top five persons in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks {i.e.; company car use, club memberships]". The 2007 Proposal was substantially identical to the 2008 Proposal, proposing that "the remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, plus any nominal perks." In addition, the supporting statements for each proposal reiterate the same themes; in particular, that "[t]he limit of one half million dollars in remuneration is far above that needed to enjoy an elegant lifestyle" and that shareholders have lost the right of dissent since the removal in 1976 of "Against" from the "Vote for Directors" column or box.

The Staff has indicated that judgments regarding whether a proposal be excluded under Rule 14a-8(i)(12) will be based upon a consideration of the substantive concerns raised by a proposal rather than the specific language or actions proposed to deal with those concerns. Release No. 34-20091 (August 16, 1983). Accordingly, the Staff has concurred that Rule 14a-8(i)(12)(i) does not require that a proposal be identical to previous proposals for it to be excluded, but rather that a proposal may be excluded if it addresses substantially the same subject matter as previous proposals. See Ford Motor Company (March 8, 2006) (where the Staff permitted exclusion of a proposal by Mr. Morse "to eliminate all remuneration for any one of Management in an amount above $500,000.00" after Mr. Morse had previously submitted similar, but not identical, proposals). In both the 2008 Proposal and 2007 Proposal, the substantive matter is clearly the same; specifically, that remuneration of the top five individuals in the Company's management be limited annually to $500,000, plus nominal perquisites.

As reported in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, as filed on May 3, 2007 (File No. 000-50189), the 2007 Proposal was submitted to a vote at the Company's 2007 Annual Meeting of Shareholders and received 3,116,807 votes for the proposal and 110,180,732 votes against the proposal. 1,467,031 votes abstained from the voting upon the proposal. Such votes equate to 2.75% of the vote in favor of the proposal. In determining this percentage, the Company disregarded abstentions and broker non-votes in accordance with the Staff's position on counting votes for purposes of Rule 14a-8(i)(12). Division of Corporation Finance: Staff Legal Bulletin No. 14Shareholder Proposals (July 13, 2001). Consequently, the votes in favor of the 2007 Proposal fell short of the 3% of the vote required by Rule 14a-8(i)(12)(i) for resubmission of a proposal with substantially the same subject manner within the three years subsequent to the Company's 2007 Annual Meeting of Shareholders.

* * *

For the reasons stated above and in accordance with Rule 14a-8(h)(3), the Company intends to omit both (i) the 2008 Proposal from the 2008 Proxy Material and (ii) any proposals Mr. Morse may submit for inclusion in the Company's 2009 Annual Meeting of Shareholders proxy material from such proxy material, and the Company hereby requests the concurrence of the Staff that it will not recommend any enforcement action to the Commission if the Company does so. In addition, the Company also believes that it may exclude the 2008 Proposal from the 2008 Proxy Material in accordance with Rule 14a-8(i)(12)(i), and, if the Staff does not concur with the Company's position with respect to Rule 14a-8(h)(3), hereby requests the concurrence of the Staff that it will not recommend any enforcement action to the Commission if the Company does so.

As required by Rule 14a-8(j), the Company is sending a copy of this letter to Mr. Morse. Please acknowledge receipt of this letter and its enclosures by stamping the enclosed receipt copy and returning it in the enclosed envelope.

If you have any questions regarding the above, please do not hesitate to call me at (215) 994-2277, William G. Lawlor at (215) 994-2823 or Marc P. Lindsay at (215) 994-2849.

Sincerely,

/s/

Ian A. Hartman

cc: Robert D. Morse
212 Highland Avenue
Moorestown, NJ 08057-2717

[INQUIRY LETTER]

August 29, 2007

Office of The Secretary
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154-4599

Dear Secretary:

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, wish to introduce the enclosed Proposal for the Year 2008 Proxy Material. I have held.$2000.00 or more in the company's securities over one year and will continue to hold until after the next meeting date.

I cannot be expected to attend but will try to be represented at the meeting by an alternate selection, if any become known to me.

For the past three years, my close presence to attend my wife's medical needs has escalated and the S.E.C. has been so advised as a "valid reason" for non-attendance.

As proven in previous reports, my shares holdings remain the same, and are held by TD Ameritrade.

TDAmeritrade, Inc. Ph: 1 800 934 4448

PO Box 2654

Omaha, NE 68103-2654

I note that my asking for letters of authenticity are a disruption of the normal business activities and should not be demanded, regardless of the S.E.C.'s permission to corporations. A Proponent can be called to account in the event of misrepresentation.

Encl.: Proposal and Reasons

Sincerely,

Robert D. Morse

/s/

[INQUIRY LETTER]

August 29, 2007

PROPOSAL

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more of Crown Holdlings, Inc., stock, held for a year, request the Board of Directors to take action regarding remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks {i.e.; company car use, club memberships] This program is to be applied after any existing programs now in force for cash, options, bonuses, SAR's, etc., plus discontinue, if any, severance contracts, in effect, are completed, which I consider part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs

REASONS

Ever since about Year 1975, when "Against" was removed from "Vote for Directors" box, and no other on the Proxy Vote, and the term "Plurality" voting was contrived, shareowners have lost the "Right of Dissent",which is unconstitutional. No reason given, but the result has been that any Management nominee for Director was elected, even if only one "For" vote was received. This is because "Abstain" and "Withheld" are not deducted from "For". In response, Directors have awarded remuneration to those whom nominated them, to the point of being excessive and still escalating. Millions of dollars of shareowners assets are diverted for the five top Management, year after year, until their retirement or they "Jump Ship" for another company's offer. It is seldom proven to have been "earned" by their efforts, rather than the product or services.

The limit of one half million dollars in remuneration is far above that needed to enjoy an elegant lifestyle. These funds might better be applied to dividends. The savings in elimination of personnel needed to process all previous programs could be tremendous. Plus savings on lengthy pages reporting the process in the Report, a help for the National Paperwork Reduction Act.

This can all be accomplished by having Directors eliminate all Rights, Options, S.A.R.'s, retirement and severance, etc. programs, relying on $500.000.00 to be adequate, and Management buying their own stock and retirement programs, if desired.

It is commendable that AT&T, ExxonMobil, Ford Motor [1\st/], perhaps others, have already returned "Against" as requested.

Thank you, and please vote "YES" for this Proposal. It is for Your benefit!

Robert D. Morse

/s/

[STAFF REPLY LETTER]

January 9, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Crown Holdings, Inc. Incoming letter dated December 21, 2007

The proposal relates to compensation.

There appears to be some basis for your view that Crown Holdings may exclude the proposal under rule 14a-8(h)(3). We note your representation that Crown Holdings included the proponent's proposal in its proxy statement for its 2007 annual meeting, but that neither the proponent nor his representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we will not recommend enforcement action to the Commission if Crown Holdings omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). This response will also apply to any future submissions to Crown Holdings by the same proponent with respect to an annual meeting held during calendar year 2009. In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Crown Holdings relies.

Sincerely,

/s/

Heather L. Maples
Special Counsel