UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q


[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934


	FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004


[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934


	FOR THE TRANSITION PERIOD FROM ________ TO _________

COMMISSION FILE NUMBER 0-50189

CROWN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania		75-3099507
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


One Crown Way, Philadelphia, PA		19154-4599
(Address of principal executive offices)		(Zip Code)

	215-698-5100
	(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No ___

There were 165,301,416 shares of Common Stock outstanding as of July 30, 2004.

Crown Holdings, Inc.

FORM 10-Q
FOR QUARTER ENDED JUNE 30, 2004

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION


			Page Number

Item 1	Financial Statements

Consolidated Statements of Operations - Second Quarter			2

Consolidated Statements of Operations - Six Months			3

Consolidated Balance Sheets			4

Consolidated Statements of Cash Flows			5

Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity			6

Notes To Consolidated Financial Statements

A.	Statement of Information Furnished		7

B.	Recent Accounting and Reporting Pronouncements		7

C.	Stock Options		7

D.	Goodwill		8

E.	Inventories		8

F.	Debt and Liquidity		8

G.	Derivative Financial Instruments		9

H.	Restructuring		9

I.	Asbestos-Related Liabilities		9

J.	Commitments and Contingent Liabilities		11

K.	Earnings Per Share		12

L.	Pension and Other Postretirement Benefits		12

M.	Segment Information		13

N.	Condensed Combining Financial Information		14


Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Introduction		30

	Results of Operations		30

	Liquidity and Capital Resources		34

Forward Looking Statements			35

Item 3	Quantitative and Qualitative Disclosures About Market Risk		36

Item 4	Controls and Procedures		36



		PART II – OTHER INFORMATION


Item 2	Changes in Securities and Use of Proceeds		37

Item 5	Other Information		37

Item 6	Exhibits and Reports on Form 8-K		37

Signature			38

Crown Holdings, Inc.

PART I - FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

Three months ended June 30,			2004			2003

Net sales		$	1,836			$	1,726


Cost of products sold, excluding depreciation and amortization			1,504				1,422
Depreciation and amortization			76				85

Gross profit			256				219

Selling and administrative expense			90				81
Gain on sale of assets					(		3	)
Gain from early extinguishments of debt					(		2	)
Interest expense			89				101
Interest income	(		1	)	(		3	)
Translation and exchange adjustments			23		(		56	)

Income before income taxes, minority interests and equity earnings			55				101

Provision for income taxes			16				20
Minority interests and equity earnings	(		6	)	(		31	)

Net income		$	33			$	50


Earnings per average common share:
Basic		$	.20			$	.30

Diluted		$	.20			$	.30


Weighted average common shares outstanding:
Basic			165,165,133				164,910,274
Diluted			167,343,493				165,843,258

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions except share and per share data)
(Unaudited)

Six months ended June 30,			2004			2003

Net sales		$	3,459			$	3,186


Cost of products sold, excluding depreciation and amortization			2,867				2,656
Depreciation and amortization			153				163

Gross profit			439				367

Selling and administrative expense			182				162
Gain on sale of assets					(		3	)
Loss from early extinguishments of debt			4				9
Interest expense			179				180
Interest income	(		3	)	(		5	)
Translation and exchange adjustments			27		(		69	)

Income before income taxes, minority interests and equity earnings			50				93

Provision for income taxes			24				39
Minority interests and equity earnings	(		11	)	(		38	)

Net income		$	15			$	16


Earnings per average common share:
Basic		$	.09			$	.10

Diluted		$	.09			$	.10


Weighted average common shares outstanding:
Basic			165,120,811				165,379,638
Diluted			167,247,804				165,312,801

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED BALANCE SHEETS (Condensed)

(In millions)
(Unaudited)

	June 30,		December 31,
	2004		2003

Assets
Current assets
Cash and cash equivalents	$	251	$	401
Receivables, net		1,008		794
Inventories		978		815
Prepaid expenses and other current assets		92		112

Total current assets		2,329		2,122


Long-term notes and receivables		22		23
Investments		81		83
Goodwill		2,430		2,442
Property, plant and equipment, net		1,992		2,112
Other non-current assets		1,014		991

Total	$	7,868	$	7,773


Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	79	$	69
Current maturities of long-term debt		116		161
Accounts payable and accrued liabilities		1,843		1,744
Income taxes payable		54		62

Total current liabilities		2,092		2,036


Long-term debt, excluding current maturities		3,709		3,709
Postretirement and pension liabilities		993		985
Other non-current liabilities		701		706
Minority interests		195		197
Commitments and contingent liabilities (Note J)
Shareholders’ equity		178		140

Total	$	7,868	$	7,773

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)

(In millions)
(Unaudited)

Six months ended June 30,		2004				2003


Net cash used for operating activities	(	$	66	)	(	$	85	)


Cash flows from investing activities
Capital expenditures	(		66	)	(		54	)
Proceeds from sale of property, plant and equipment			5				16
Change in restricted cash					(		162	)
Other, net	(		6	)			1

Net cash used for investing activities	(		67	)	(		199	)


Cash flows from financing activities
Proceeds from long-term debt			1				2,622
Payments of long-term debt	(		135	)	(		798	)
Net change in short-term debt			135		(		1,522	)
Debt issue costs					(		131	)
Proceeds from termination of currency swap							13
Common stock issued			1				2
Minority dividends, net of contributions	(		17	)	(		6	)

Net cash provided by / (used for) financing activities	(		15	)			180

Effect of exchange rate changes on cash and cash equivalents	(		2	)			17

Net change in cash and cash equivalents	(		150	)	(		87	)

Cash and cash equivalents at beginning of period			401				363

Cash and cash equivalents at end of period		$	251			$	276

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In millions)
(Unaudited)


	Comprehensive Income					Common	Paid-In	Accumulated		Treasury		Accumulated Other Comprehensive
		Quarter		Year-To-Date		Stock	Capital	Deficit		Stock		Loss		Total

Balance at January 1, 2003						$902	$1,684	($1,183	)	($104	)	($1,386	)	($ 87	)
Net income		$ 50		$ 16				16						16
Translation adjustments		59		89								89		89
Derivatives qualifying as hedges		( 3	)	( 5	)							( 5	)	( 5	)

Comprehensive income		$106		$100

Common stock issued — debt-for-equity exchanges						27	14							41
Common stock issued — benefit plans							1			1				2

Balance at June 30, 2003						$929	$1,699	($1,167	)	($103	)	($1,302	)	$ 56

	Comprehensive Income					Common	Paid-In	Accumulated		Treasury		Accumulated Other Comprehensive
		Quarter		Year-To-Date		Stock	Capital	Deficit		Stock		Loss		Total

Balance at January 1, 2004						$929	$1,699	($1,215	)	($103	)	($1,170	)	$140
Net income		$33		$15				15						15
Translation adjustments		( 17	)	19								19		19
Derivatives qualifying as hedges		( 3	)	3								3		3

Comprehensive income		$13		$37

Common stock issued — benefit plans										1				1

Balance at June 30, 2004						$929	$1,699	($1,200	)	($102	)	($1,148	)	$178

The accompanying notes are an integral part of these financial statements.

Crown Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data)
(Unaudited)

A.	Statement of Information Furnished

	The consolidated financial statements include the accounts of Crown Holdings, Inc. and its wholly-owned and majority-owned subsidiary companies (the “Company”). The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments of a normal and recurring nature necessary to present fairly the financial position of Crown Holdings, Inc. as of June 30, 2004 and the results of its operations and cash flows for the three and six month periods ended June 30, 2004 and 2003. These results have been determined on the basis of U.S. generally accepted accounting principles and practices consistently applied.

	Certain information and footnote disclosures, normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, have been condensed or omitted. The December 31, 2003 balance sheet data was derived from the audited consolidated financial statements as of December 31, 2003. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

B.	Recent Accounting and Reporting Pronouncements

	In December 2003, the Financial Accounting Standards Board (“FASB”) revised SFAS No. 132 (“FAS 132”), “Employers’ Disclosure about Pensions and Other Postretirement Benefits.” The revision enhanced the disclosure requirements for pension and other postretirement benefit plans, but did not change the measurement or recognition principles for those plans. The statement requires additional annual and interim disclosures about net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans as well as related assets, cash flows and obligations. The Company provided the required annual disclosures in Note U to its financial statements for the year ended December 31, 2003. The required interim disclosures have been included in Note L to these financial statements. An additional disclosure of estimated future benefit payments is effective for fiscal years ending after June 15, 2004.

	In December 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare and a federal subsidy to sponsors of retiree health care benefit plans. In accordance with FASB Staff Position 106-1, the Company deferred recognition of the effects of the Act in its accounting and disclosures for the plans until authoritative guidance on the accounting for the federal subsidy was issued. In May 2004, the FASB issued Staff Position 106-2 (FSP 106-2), which supersedes Staff Position 106-1 and provides authoritative guidance on the accounting and disclosure for the subsidy. FSP 106-2 is effective for the Company in the third quarter of 2004. The Company has not fully evaluated the impact of the Act and the subsidy and has not determined what changes, if any, would need to be made to current benefits to qualify for the subsidy.

C.	Stock Options

	The Company accounts for its stock option plans under the recognition and measurement principles of APB 25 and related interpretations. No compensation expense is reflected in net income as all options granted under these plans had an exercise price equal to the market value of the Company’s common stock at the date of grant.

Crown Holdings, Inc.

	The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock options:

			Three Months Ended						Six Months Ended
			June 30,						June 30,

			2004			2003			2004			2003

Net income, as reported			$33			$50			$15			$16

Deduct:
	Stock-based compensation expense determined under fair value-based method, net of related tax effects	(	2	)	(	3	)	(	3	)	(	5	)

Pro forma net income			$31			$47			$12			$11


Earnings per share:
	Basic - as reported		$.20			$.30			$.09			$.10

	Basic - pro forma		$.19			$.29			$.07			$.07


	Diluted - as reported		$.20			$.30			$.09			$.10

	Diluted - pro forma		$.19			$.28			$.07			$.07

D.	Goodwill

	The changes in the carrying amount of goodwill by reportable segment for the six month period ended June 30, 2004 were as follows:

		Americas				Europe				Total

Balance as of January 1, 2004		$	647			$	1,795			$	2,442
Foreign currency translation	(		3	)	(		9	)	(		12	)

Balance as of June 30, 2004		$	644			$	1,786			$	2,430

E.	Inventories

	June 30,	December 31,

	2004	2003

Finished goods	$437	$313
Work in process	118	99
Raw material and supplies	423	403

	$978	$815

F.	Debt and Liquidity

	On February 26, 2003, the Company completed a refinancing. The proceeds from the refinancing consisted of the sale of $1,085 of 9.5% second priority senior secured notes due in 2011, €285 ($306 equivalent) of 10.25% second priority senior secured notes due in 2011, $725 of 10.875% third priority senior secured notes due in 2013, $504 of first priority term loans due in 2008 (which are accelerated to 2006 in the event that Crown’s unsecured public debt that matures in 2006 is not repaid, or funds are not set aside in a designated account to repay such debt, by September 15, 2006) and a new $550 first priority revolving credit facility due in 2006. The first priority term loans consisted of borrowings in U.S. dollars of $450 and in euros of €50 ($54 equivalent).

	The proceeds of $2,620 from the senior secured notes and term loans, and $198 of borrowings under the new $550 credit facility, were used to repay the Company’s previous credit facility, to repurchase certain of the Company’s outstanding unsecured notes prior to maturity, and to pay fees and expenses associated with the refinancing. The remaining proceeds were initially placed in restricted cash accounts and were subsequently used to repay other existing unsecured notes, including some prior to maturity. During the first six months of 2003, the Company repurchased or retired $784 of unsecured notes and exchanged 5.4 million of its common shares for debt with a face value of $43. The Company recognized a net pre-tax loss of $9 from the early extinguishments of debt in connection with the repurchases and exchanges described above, and the write-off of unamortized financing fees and expenses from its previous credit facility.

Crown Holdings, Inc.

	In March 2004, the Company purchased $21 aggregate principal of its 8.38% notes due 2005 at a premium of 4.5% to principal and €85 aggregate principal of its 6.00% notes due 2004 at a premium of 3.0% to principal, and recognized a loss of $4 from the early extinguishments of debt.

	The Company recognized net unrealized foreign exchange losses of $23 and gains of $56 during the second quarter of 2004 and 2003, respectively, and losses of $27 and gains of $69 during the first six months of 2004 and 2003, respectively, arising primarily from unhedged currency exposure in Europe from the sale of the U.S. dollar senior secured notes described above.

G.	Derivative Financial Instruments

	During the second quarter of 2004, the Company entered into an interest rate swap with a notional value of $100. As of June 30, 2004 the Company had four outstanding interest rate swaps with a combined notional value of $900 and a fair value of ($51), reported within other non-current liabilities. The swaps effectively convert fixed rate debt into variable rate debt and are accounted for as fair value hedges of the second priority U.S. dollar-denominated notes due in 2011.

H.	Restructuring

	The components of the outstanding restructuring reserve and movements within these components during the six months ended June 30, 2004 and 2003, respectively, were as follows:

	Termination		Other Exit
	Benefits		Costs		Total

Balance as of January 1, 2003	$ 9		$ 5		$14
Payments made	( 3	)	( 1	)	( 4	)
Foreign currency translation			( 1	)	( 1	)

Balance as of June 30, 2003	$ 6		$ 3		$ 9



Balance as of January 1, 2004	$23		$ 2		$25
Payments made	( 8	)	( 1	)	( 9	)

Balance as of June 30, 2004	$ 15		$ 1		$ 16

The balance remaining in the reserve includes employee-related agreements with unions and governmental agencies as well as lease arrangements with landlords for which payments are extended over time. The balance of the restructuring reserve was included in the Consolidated Balance Sheets within accounts payable and accrued liabilities.

I.	Asbestos-Related Liabilities

	Crown Cork & Seal Company, Inc. (“Crown Cork”) is one of many defendants in a substantial number of lawsuits filed throughout the United States by persons alleging bodily injury as a result of exposure to asbestos. These claims arose from the insulation operations of a U.S. company, the majority of whose stock Crown Cork purchased in 1963. Approximately ninety days after the stock purchase, this U.S. company sold its insulation operations and was later merged into Crown Cork.

	In June 2003, the State of Texas enacted general tort reform legislation. The legislation includes a provision that limits the asbestos-related liabilities under Texas law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new Texas legislation, which applies to future claims and pending claims, caps asbestos-related liabilities at the total gross value of the predecessor’s assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets. On October 21, 2003, Crown Cork received a favorable ruling on its motion for summary judgment in an asbestos-related case pending against it in the District Court of Harris County, Texas (in Re Asbestos Litigation No. 90-23333, District Court, Harris County, Texas). Although the Company believes that the ruling of the District Court is correct, the decision has been appealed by the plaintiffs and there can be no assurance that the legislation will be upheld by the Texas courts.

Crown Holdings, Inc.

	In April 2004, the State of Mississippi enacted legislation that limits the asbestos-related liabilities under Mississippi law of companies such as Crown Cork that allegedly incurred these liabilities because they are successors by corporate merger to companies that had been involved with asbestos. The new Mississippi legislation caps asbestos-related liabilities at the fair market value of the predecessor’s total gross assets adjusted for inflation. Crown Cork has paid significantly more for asbestos-related claims than the total adjusted value of its predecessor’s assets. Crown Cork intends to integrate the legislation into its claims defense strategy. The Company cautions, however, that the legislation may be challenged and there can be no assurance regarding the ultimate effect of the legislation on Crown Cork.

	In December 2001, the Commonwealth of Pennsylvania enacted legislation that limits the asbestos-related liabilities of Pennsylvania corporations that are successors by corporate merger to companies involved with asbestos. The legislation limits the successor’s liability for asbestos to the acquired company’s asset value adjusted for inflation. Crown Cork has already paid significantly more for asbestos-related claims than the acquired company’s adjusted asset value. On February 20, 2004, the Supreme Court of Pennsylvania reversed the June 11, 2002 order of the Philadelphia Court of Common Pleas, in which the Court of Common Pleas ruled favorably on a motion by Crown Cork for summary judgment regarding 376 pending asbestos-related cases against Crown Cork in Philadelphia (Ieropoli v. AC&S Corporation, et. al., No. 117 EM 2002). The Company believes that the ruling by the Pennsylvania Supreme Court is limited only to cases pending against Crown Cork at the time the legislation was enacted in December 2001, and not to cases filed after that date. The Company cautions, however, that the Company’s position regarding the limitation of the Pennsylvania ruling may be contested by asbestos claimants and there can be no assurance that the Company’s position will be upheld in future cases.

	In recent years, certain other state and federal legislators have considered legislation to reform the treatment of asbestos-related personal injury claims. In April of 2004, the Fairness in Asbestos Injury Resolution Act of 2004 (the “FAIR Bill”) was introduced in the United States Senate and a motion to proceed with floor consideration of the FAIR Bill was subsequently defeated. The FAIR Bill, which was intended to substitute for a bill approved by the Senate Judiciary Committee in July of 2003, would create a national trust fund in lieu of state and federal litigation to compensate people with asbestos-related diseases. The trust fund would require contributions from companies, such as Crown Cork, that have made past payments for asbestos-related personal injury claims and would limit the payments made by such companies relating to asbestos-related liabilities during the life of the fund. Currently, the FAIR Bill is subject to ongoing negotiations and discussions among legislators, labor unions, insurance companies, industry participants and other interested parties. There can be no assurance that federal asbestos legislation, such as the FAIR Bill, will be passed into law or the form that any such legislation will take, and the Company is unable to predict the impact that any such legislation would have on Crown Cork or the Company. Due to this uncertainty, the Company has not considered possible federal legislation in evaluating the adequacy of the Company’s reserve for asbestos-related claims.

	During the six months ended June 30, 2004, Crown Cork received 6,000 new claims, settled or dismissed 3,000 claims for a total of $3 and had 78,000 claims outstanding at the end of the period. During the six months ended June 30, 2003, the Company received 28,000 new claims, settled or dismissed 11,000 claims for a total of $11 and had 76,000 claims outstanding at the end of the period. Settlement amounts include amounts committed to be paid in future periods.

	As of June 30, 2004, the Company’s accrual for pending and future asbestos-related claims was $232, a decrease of $7 since December 31, 2003 due to payments made during the first six months of 2004. The 2004 payments included $1 for claims that were settled in prior years. The Company estimates that its probable and estimable asbestos liability for pending and future asbestos-related claims will range between $232 and $399. The accrual balance of $232 includes $129 for unasserted claims and $21 for committed settlements that will be paid over time.

Crown Holdings, Inc.

	Historically (1977-2003), Crown Cork estimates that approximately one-quarter of all asbestos-related claims made against it have been asserted by claimants who claim first exposure to asbestos after 1964. However, because of Crown Cork’s settlement experience to date and the increased difficulty of establishing identification of the subsidiary’s insulation products as the cause of injury by persons alleging first exposure to asbestos after 1964, the Company has not included in its accrual and range of potential liability any amounts for settlements by persons alleging first exposure to asbestos after 1964.

	Assumptions underlying the accrual and the range of potential liability include 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 and that the Texas tort reform legislation and Pennsylvania asbestos legislation described above are expected to have a highly favorable impact on Crown Cork’s ability to settle or defend against asbestos-related claims in those states, and other states where Pennsylvania law may apply. The Company’s accrual includes estimates for probable costs for claims through the year 2013. The upper end of the Company’s estimated range of possible asbestos costs of $399 includes claims beyond that date.

	While it is not possible to predict the ultimate outcome of the asbestos-related claims and settlements, the Company believes that resolution of these matters is not expected to have a material adverse effect on the Company’s financial position. The Company cautions, however, that estimates for asbestos cases and settlements are difficult to predict and may be influenced by many factors. In addition, there can be no assurance regarding the validity or correctness of the Company’s assumptions or beliefs underlying its accrual and the estimated range of potential liability. Unfavorable court decisions, especially in Pennsylvania or Texas, or other adverse developments, may require the Company to substantially increase its accrual or change its estimate. Accordingly, these matters, if resolved in a manner different from the estimate, could have a material adverse effect on the Company’s results of operations, financial position and cash flow.

J.	Commitments and Contingent Liabilities

	On March 18, 2003, the European Commission issued a Statement of Objections alleging that certain of the Company’s European subsidiaries engaged in commercial practices that violated European competition law. The Statement of Objections, which is understood to arise from an investigation of a complaint made by a competitor, alleges that certain food can contracts primarily in the United Kingdom and Ireland during the 1990’s infringed Article 82 of the EC Treaty (abuse of dominant position). The issuance of a Statement of Objections by the Commission is the initial step in formal proceedings. It does not constitute a decision on the merits. The Company filed a reply to the Statement of Objections and presented its defense at a formal hearing. It is not known when the Commission will issue a decision. If the Commission finds that the subsidiaries violated European competition law, the Commission has the authority to require the Company to modify its commercial practices and to levy fines. The Commission’s decision may be appealed to the European Court of First Instance. The Company believes that the allegations against it are without merit and intends to continue to defend its position vigorously. However, the Company is unable to predict the ultimate outcome or its impact on the Company. The Company is also unable at this time to estimate the range of potential fines, which could be material to its results of operations, financial position and cash flow.

	The Company is also subject to various other lawsuits and claims with respect to matters such as labor, environmental, securities and employee benefits laws and regulations and actions arising out of the normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes that the ultimate liabilities resulting from such lawsuits and claims will not materially affect the results of operations, financial position or cash flow of the Company.

	The Company has various commitments to purchase materials and supplies as part of the ordinary conduct of business. The Company’s basic raw materials for its products are tinplate, aluminum and resins, all of which are purchased from multiple sources. The Company is subject to fluctuations in the cost of these raw materials and has periodically adjusted its selling prices to reflect these movements. There can be no assurances, however, that the Company will be able to fully recover any increases or fluctuations in raw material costs from its customers. The Company also has commitments for standby letters of credit and for purchases of capital assets.

	The Company has guaranteed $7 related to future rent payments for properties leased by Constar International Inc. The guarantees represent an accommodation to landlords due to Constar’s divestiture from the Company in 2002.

Crown Holdings, Inc.


	At June 30, 2004, the Company has certain indemnification agreements covering environmental remediation and other potential costs associated with properties sold or businesses divested. For agreements with defined liability limits, the maximum potential liability is $46, and certain agreements contain no such liability limits. The Company accrues for costs associated with such indemnifications and potential costs when it is probable that a liability has been incurred and the amount can be reasonably estimated.

	At June 30, 2004, the Company also has guarantees of $36 related to the residual values of leased assets.

K.	Earnings Per Share

	The following table summarizes the basic and diluted earnings per share computations for the periods ended June 30, 2004 and 2003, respectively:

	Three Months Ended June 30,		Six Months Ended June 30,

	2004	2003	2004	2003

Earnings:
Net income	$ 33	$ 50	$ 15	$ 16


Weighted average common shares outstanding:
Basic	165.2	164.9	165.1	164.4
Add: dilutive stock options	2.1	.9	2.1	.9

Diluted	167.3	165.8	167.2	165.3



Basic and diluted earnings per share	$.20	$.30	$.09	$.10

Excluded from the computation of diluted earnings per share were common shares co