8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 15, 2004

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-50189	75-3099507
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Crown Way

Philadelphia, Pennsylvania 19154-4599

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 — Other Events

Item 8.01. Other Events.

On September 15, 2004, Crown Holdings, Inc. (the “Company”) issued a press release announcing that it has priced an additional 110 million Euros of its 6 ¹/4% first priority senior secured notes due 2011. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1     Press Release dated September 15, 2004.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CROWN HOLDINGS, INC.
Dated: September 21, 2004	By:	/s/    Thomas A. Kelly
	Name:	Thomas A. Kelly
	Title:	Vice President and Corporate Controller

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release dated September 15, 2004.

EX-99.1

Exhibit 99.1

Crown Holdings Announces the Pricing of an Additional 110 Million Euros of Its 6 ¹/4% First Priority Senior Secured Notes Due 2011

PHILADELPHIA, Sept. 15/PRNewswire-FirstCall/ — Crown Holdings, Inc. (NYSE:CCK) announced today that it has priced an additional 110 million Euros of its 6-1/4% first priority senior secured notes due 2011. This issuance is an add-on to the 350 million Euros of 6-1/4% first priority senior secured notes due 2011 that were issued on September 1, 2004, bringing the aggregate principal amount of the 6-1/4% first priority senior secured notes due 2011 to 460 million Euros. The additional first priority senior secured notes will be issued at par and have identical terms to the previously issued first priority senior secured notes.

The net proceeds from the offering, which is expected to close on October 6, 2004, will be used to repay the Company’s existing $125 million term loan facility, which matures in 2011, and for other corporate purposes.

The first priority senior secured notes will be offered in a private placement which will be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and to non-U.S. persons in reliance on Regulation S under the Securities Act. The first priority senior secured notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve a number of risks, uncertainties and other factors, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release to differ include, without limitation, the possible impact of fluctuating exchange rates for the Euro and the U.S. Dollar, and that the offering is subject to customary closing conditions. Other important factors are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2003 and in subsequent filings. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Holdings, Inc., through its affiliated companies, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.