FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MECHURA FRANK J   2. Issuer Name and Ticker or Trading Symbol CROWN HOLDINGS INC [CCK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) President - Americas Division (Last) (First) (Middle) ONE CROWN WAY 3. Date of Earliest Transaction (Month/Day/Year) 05/21/2007 (Street) PHILADELPHIA, PA 19154 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 05/21/2007   M   40,000 A $ 7.44 189,125 D   Common 05/21/2007   M   12,000 A $ 5.3 201,125 D   Common 05/21/2007   S(1)   40,000 D $ 24.6721 161,125 D   Common 05/21/2007   S(2)   12,000 D $ 24.6721 149,125 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 7.44

05/21/2007

M

40,000

07/04/2001

01/04/2011

Common

40,000

$ 7.44

0

D

Employee Stock Option (Right to Buy)

$ 5.3

05/21/2007

M

12,000

08/21/2002

02/21/2012

Common

12,000

$ 5.3

38,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MECHURA FRANK J ONE CROWN WAY PHILADELPHIA, PA 19154			President - Americas Division

Signatures

William T. Gallagher, by Power of Attorney		05/23/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The sales reported in this Form 4 relate to exercises of stock options pursuant to a Rule 10b5-1 Plan adopted on April 20, 2007 by Mr. Mechura (age 64) for financial planning purposes. The Plan provides for periodic exercises of options and associated sales of shares through December 31, 2007, subject to certain limits regarding the price and quantity of shares.
(2)	The sales reported in this Form 4 relate to exercises of stock options pursuant to a Rule 10b5-1 Plan adopted on April 20, 2007 by Mr. Mechura (age 64) for financial planning purposes. The Plan provides for periodic exercises of options and associated sales of shares through December 31, 2007, subject to certain limits regarding the price and quantity of shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.