<PAGE>   1

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED APRIL 5, 1998

                       COMMISSION FILE NUMBER 0-21314
                            U.S. CAN CORPORATION
                   (EXACT NAME OF REGISTRANT AS SPECIFIED
                               IN ITS CHARTER)
                                 06-1094196
                    (I.R.S. EMPLOYER IDENTIFICATION NO.)

                                  DELAWARE
                       (STATE OR OTHER JURISDICTION OF
                       INCORPORATION OR ORGANIZATION)

                             900 COMMERCE DRIVE
                          OAK BROOK, ILLINOIS 60523
                       (ADDRESS OF PRINCIPAL EXECUTIVE
                        OFFICES, INCLUDING ZIP CODE)

                               (630) 571-2500
                       (REGISTRANT'S TELEPHONE NUMBER,
                            INCLUDING AREA CODE)


Indicate by check mark whether the registrants (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") 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
                                   -----     -----

As of April 30, 1998,  13,099,897 shares of U.S. Can Corporation's common stock
were outstanding.



<PAGE>   2


                    U.S. CAN CORPORATION AND SUBSIDIARIES

                                  FORM 10-Q

                FOR THE QUARTERLY PERIOD ENDED APRIL 5, 1998

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I   FINANCIAL INFORMATION                                           Page
                                                                         ----
<S>                                                                       <C>
Item 1.  Financial Statements (Unaudited)

         U.S. Can Corporation and Subsidiaries Condensed Consolidated
         Balance Sheets as of December 31, 1997 and April 5, 1998.......   3

         U.S. Can Corporation and Subsidiaries Condensed Consolidated 
         Statements of Operations for the Quarterly Periods Ended 
         April 6, 1997 and April 5, 1998................................   4

         U.S. Can Corporation and Subsidiaries Condensed Consolidated
         Statements of Cash Flows for the Quarterly Periods Ended 
         April 6, 1997 and April 5, 1998................................   5

         Notes to Condensed Consolidated Financial Statements...........   6

Item 2.  Management's Discussion and Analysis of Financial Condition 
         and Results of Operations......................................  19

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.....  21


PART II  OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds......................  21

Item 5.  Other Information..............................................  21
                                                                          
Item 6.  Exhibits and Reports on Form 8-K...............................  22


</TABLE>


                                      2



<PAGE>   3


                    U.S. CAN CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
                      (000'S OMITTED, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                        December 31,   April 5,
                   ASSETS                                  1997          1998
                   ------                               ------------  ---------
<S>                                                      <C>          <C>
CURRENT ASSETS:
  Cash and cash equivalents                              $   6,773    $   5,537
  Accounts receivable, less allowances of $15,134 
    and $15,249 in 1997 and
    1998, respectively                                      74,137       88,169
  Inventories                                              109,458      108,331
  Prepaid expenses and other current assets                 17,503       12,743
  Prepaid income taxes                                      22,748       22,398
                                                         ---------    ---------
    Total current assets                                   230,619      237,178
                                                         ---------    ---------
PROPERTY, PLANT AND EQUIPMENT:
  Land                                                       5,485        4,763
  Buildings                                                 73,277       73,257
  Machinery, equipment and construction in process         427,404      421,159
                                                         ---------    ---------
                                                           506,166      499,179
  Less -- Accumulated depreciation and amortization       (181,869)    (188,543)
                                                         ---------    ---------
    Total property, plant and equipment                    324,297      310,636
                                                         ---------    ---------
MACHINERY REPAIR PARTS                                       6,396        5,878
INTANGIBLES                                                 59,578       59,067
OTHER ASSETS                                                12,814       16,409
                                                         ---------    ---------
  Total assets                                           $ 633,704    $ 629,168
                                                         =========    =========

        LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------

CURRENT LIABILITIES:
  Current maturities of long-term debt                   $   9,635    $   9,205
  Cash overdrafts                                            7,800        4,957
  Accounts payable                                          50,686       53,598
  Accrued payrolls and benefits                             24,358       23,801
  Accrued insurance                                          6,607        8,450
  Restructuring reserves                                    31,645       23,814
  Other current liabilities                                 19,117       28,093
                                                         ---------    ---------
    Total current liabilities                              149,848      151,918
                                                         ---------    ---------

SENIOR DEBT                                                 91,506       79,099
SUBORDINATED DEBT                                          275,000      275,000
                                                         ---------    ---------
  Total long-term debt                                     366,506      354,099
                                                         ---------    ---------
OTHER LONG-TERM LIABILITIES:
  Postretirement benefits                                   27,387       27,852
  Deferred income taxes                                     17,973       19,228
  Other long-term liabilities                                9,677       10,371
                                                         ---------    ---------
    Total other long-term liabilities                       55,037       57,451
                                                         ---------    ---------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; 10,000,000 shares 
    authorized, none issued or outstanding                      --           --
  Common stock, $.01 par value; 50,000,000 shares 
    authorized 13,097,855 and 13,132,826 shares issued 
    in 1997 and 1998, respectively                             131          131
  Paid-in capital                                          108,003      108,074
  Unearned restricted stock                                 (2,558)      (2,258)
  Treasury common stock, at cost; 44,159 and 8,955 
    shares in 1997 and 1998, respectively                     (714)        (115)
  Currency translation adjustment                           (2,193)      (2,858)
  Retained deficit                                         (40,356)     (37,274)
                                                         ---------    ---------
    Total stockholders' equity                              62,313       65,700
                                                         ---------    ---------
      Total liabilities and stockholders' equity         $ 633,704    $ 629,168
                                                         =========    =========
</TABLE>


The accompanying Notes to Condensed Consolidated Financial Statements are an 
integral part of these balance sheets.


                                      3


<PAGE>   4
                    U.S. CAN CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           AND COMPREHENSIVE INCOME
                                 (UNAUDITED)
                    (000'S OMITTED, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                    Quarterly Period Ended
                                                    ----------------------
                                                April 6, 1997     April 5, 1998
                                                -------------     -------------
<S>                                                <C>              <C>
NET SALES                                          $ 198,781        $ 192,363
COST OF SALES                                        173,016          169,193
                                                   ---------        ---------
   Gross income                                       25,765           23,170
SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES                                            8,668            8,215
                                                   ---------        ---------
   Operating income                                   17,097           14,955
INTEREST EXPENSE ON BORROWINGS                         9,255            8,736
AMORTIZATION OF DEFERRED FINANCING COSTS                 439              380
OTHER EXPENSE                                            429              439
                                                   ---------        ---------
   Income before income taxes                          6,974            5,400
PROVISION FOR INCOME TAXES                             2,727            2,318
                                                                       
   Income from continuing operations                   4,247            3,082
                                                                       
NET INCOME FROM DISCONTINUED OPERATIONS                   91               --
                                                   ---------        ---------
NET INCOME                                             4,338            3,082
                                                                       
OTHER COMPONENTS OF COMPREHENSIVE INCOME              (4,712)            (665)
                                                   ---------        ---------
    Comprehensive income (loss)                    $    (374)       $   2,417
                                                   =========        =========

PER SHARE DATA:
   Basic:
     Income from continuing operations             $    0.32        $    0.23
     Discontinued operations                            0.01               --
                                                   ---------        ---------
        Net Income                                 $    0.33        $    0.23
                                                   =========        =========
        Weighted average shares 
          outstanding (000's)                         12,995           13,144
                                                   =========        =========
   Diluted:
     Income from continuing operations             $    0.32        $    0.23
     Discontinued operations                            0.01               --
                                                   ---------        ---------
        Net Income                                 $    0.33        $    0.23
                                                   =========        =========
        Weighted average shares and equivalent 
          shares outstanding  (000's)                 13,155           13,257
                                                   =========        =========
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements are an 
integral part of these statements.



                                      4

<PAGE>   5


                    U.S. CAN CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                               (000's OMITTED)


<TABLE>
<CAPTION>
                                                                                   QUARTERLY PERIOD ENDED 
                                                                                ---------------------------
                                                                                  APRIL 6,        APRIL 5,            
                                                                                    1997            1998                
                                                                                -----------      ----------
<S>                                                                             <C>              <C>                    
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                             
  Net income                                                                    $   4,338        $   3,082        
  Adjustments to reconcile net income to net cash provided by                                                     
    operating activities--                                                                                        
    Depreciation and amortization                                                  11,281           10,149        
    Deferred income taxes                                                             619              441        
  Change in operating assets and liabilities, net of effect of acquired                                           
    businesses--                                                                                                  
    Accounts receivable                                                            (9,314)         (13,940)       
    Inventories                                                                     4,150            1,201        
    Accounts payable                                                               (6,148)           2,839        
    Accrued payrolls and benefits, insurance and other                              7,275           11,256        
    Postretirement benefits                                                           200              465        
    Other, net                                                                     (2,125)           4,782        
                                                                                ---------        ---------
      Net cash provided by operating activities                                    10,276           20,275        
                                                                                ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                             
  Capital expenditures                                                            (14,273)          (3,828)       
  Acquisition of businesses, net of cash acquired                                 (10,364)          (1,150)       
  Change in restricted cash                                                           469               29        
  Machinery repair parts usage, net                                                    83              525        
                                                                                ---------        ---------
    Net cash used in investing activities                                         (24,085)          (4,424)       
                                                                                ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                             
  Issuance of common stock and exercise of stock options                             --                 72        
  Net borrowings under the revolving line of credit and changes in                                                
    cash overdrafts                                                                20,773          (12,757)       
  Borrowings of other long-term debt, including capital lease                                                     
    obligations                                                                        14             --          
  Payments of other long-term debt, including capital lease                                                       
    obligations                                                                    (8,677)          (2,871)       
  Payments of debt refinancing costs                                                 (525)             (82)       
  Purchase of treasury stock, net                                                    (526)            (117)       
                                                                                ---------        ---------
    Net cash provided by (used in) financing activities                            11,059          (15,755)       
                                                                                ---------        ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                            (3,143)          (1,332)       
                                                                                ---------        ---------
DECREASE IN CASH AND CASH EQUIVALENTS                                              (5,893)          (1,236)       
CASH AND CASH EQUIVALENTS, beginning of period                                      7,966            6,773
                                                                                ---------        ---------
CASH AND CASH EQUIVALENTS, end of period                                        $   2,073        $   5,537        
                                                                                =========        =========
</TABLE>





     The accompanying Notes to Condensed Consolidated Financial Statements
                   are an integral part of these statements.



                                      5


<PAGE>   6





                    U.S. CAN CORPORATION AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                APRIL 5, 1998
                                 (UNAUDITED)

(1)  PRINCIPLES OF REPORTING

     The condensed consolidated financial statements include the accounts of
U.S. Can Corporation (the "Corporation"), its wholly owned subsidiary, United
States Can Company ("U.S. Can") and U.S. Can's subsidiaries, all of which are
European companies formed or acquired during 1996 (the "European
Subsidiaries").  All significant intercompany balances and transactions have
been eliminated.  The consolidated group including the Corporation is
hereinafter referred to as the Company.  These financial statements have been
prepared in accordance with generally accepted accounting principles for
interim reporting.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  These financial statements, which, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation, have not been audited by
independent public accountants.  Operating results for any interim period are
not necessarily indicative of results that may be expected for the full year.

     Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission; however, management believes that the
disclosures contained herein are adequate to make the information presented not
misleading.  It is suggested that these financial statements be read in
conjunction with the previously filed financial statements and footnotes
included in the Corporation's Amendment No. 1 to Annual Report on Form 10-K
/A-1 for the year ended December 31, 1997.

     Generally, quarterly accounting periods are based upon two four-week
periods and one five-week period.  Management believes that this technique
provides a more consistent view of accounting data resulting in greater
comparability than the calendar month basis would provide.


(2)  SPECIAL CHARGES AND DISCONTINUED OPERATIONS

     In the third quarter of 1997, the Company established a pre-tax
restructuring provision of $35 million for plant closings and overhead cost
reductions.  In the fourth quarter of 1997, the Company, at the direction of
its Board of Directors, employed the assistance of external business
consultants to review operations and explore other avenues for enhancing
shareholder value.  As a result of this review, the Company established another
pre-tax restructuring provision of $14.7 million primarily to include further
personnel reductions and the reduction of asset value associated with equipment
used in the businesses the Company has exited or is in the process of exiting.

     The key elements of the restructuring include closure of the Racine,
Wisconsin aerosol assembly plant, the Midwest Litho center in Alsip, Illinois,
the Sparrows Point litho center in Baltimore, Maryland, and the California
Specialty plant in Vernalis, California; a write down to estimated proceeds for
the sale of the 


                                      6


<PAGE>   7




Orlando, Florida machine shop and the Baltimore, Maryland specialty and paint
can distribution business; and organizational changes designed to reduce
general overhead.  In July 1997, a major aerosol can customer and principal
customer of the Racine plant awarded all of its global aerosol business to a
single supplier which is a U.S. Can competitor.  Approximately $35 million of
annual sales will be affected due to the loss of this customer.  Closure of the
two litho plants and the Racine assembly plant is due to the loss of this
business and increased efficiencies at other plants.  The Racine plant ceased
production on April 24, 1998.  The Sparrows Point plant ceased production in
mid-February of 1998.  The transfer of the custom and specialty business from
the California plant to other existing operations began in the first quarter of
1998, with a targeted closure by the end of the second quarter.  The Company is
in the process of negotiating the sale of its Orlando machine shop and
anticipates it will be sold in the second or third quarter of 1998.

     The restructuring provisions include $28.7 million for the non-cash write
off of assets related to the facilities to be closed or sold, $12.8 million for
severance and related termination benefits for approximately 95 salaried and
260 hourly employees (the majority of which have been terminated as of April 5,
1998), and $5.9 million for other related closure costs such as building
restoration, equipment disassembly and future lease payments.  In addition to
these charges, the Company provided an additional $2.2 million related to the
continuing carrying costs (principally contractual lease payments) related to
the closed Saddle Brook, New Jersey facility which it has not been able to
sublet as originally planned.  The write off of the assets included in the
charge primarily relate to fixed assets ($22.9 million) which cannot be
transferred or used in the Company's other operations and unamortized goodwill
related to the closed operations.  As of April 5, 1998, approximately $ 5.3
million of the cash severance and other closure costs has been spent with the
majority of the remaining costs expected to be spent later in 1998.

     In November 1997, as part of the business and operational realignments,
the Company sold its steel pail business which was conducted entirely from its
North Brunswick, New Jersey facility, for $1.4 million in cash and notes, plus
the assumption of certain liabilities and future payments.  1997 revenues of
the steel pail business up to the point of sale were $19.2 million.  In
addition, the Company is actively seeking to sell its commercial metal services
business ("Metal Services") which it began reflecting as a discontinued
operation late in 1997.  Metal Services includes two plants in Chicago,
Illinois, one plant each in Trenton, New Jersey and Brookfield, Ohio and the
closed Midwest Litho plant.  1997 revenues from these operations were $116
million (excluding intra-Company sales which are expected to be continued by
the buyer and including ongoing third-party sales from the closed Midwest Litho
plant, which have been transferred to other Metal Services plants).  Comparable
revenue generated from these facilities in the first quarter of 1998 were $28
million.  The Company anticipates that the sale of Metal Services will be
completed in 1998.  The Company's historical financial statements have been
restated to reflect these businesses as discontinued operations.

     In aggregate, the Company provided for a $16.0 million ($12.4 million
after income taxes) loss on the sale of these two businesses, primarily
representing the excess of recorded carrying value over the estimated aggregate
net proceeds for the net assets to be sold in the dispositions.  As of April 5,
1998, the net assets of Metal Services, excluding the discontinued operations
reserve, included net current assets of approximately $17.5 million and net
other assets of approximately $29.9 million.

     The Company continuously evaluates the composition of its various
manufacturing facilities in light of current and expected market conditions and
demand.  While no formal plans currently exist to further consolidate plant
operations, such actions may be deemed appropriate in the future.


                                      7


<PAGE>   8





(3)  ACQUISITIONS

     In March 1998, one of the European Subsidiaries acquired a 36.5% interest
in Formametal S.A. ("Formametal"), an aerosol can manufacturer in Argentina,
for $4.6 million, payable over a 15-month period.  In connection with this
investment, Formametal has agreed to purchase approximately $2.6 million to
$3.0 million of manufacturing equipment from the Company, and the Company has
agreed to provide certain technical and engineering assistance to Formametal.
The Company has also provided a guaranty, in an amount not to exceed $2.0
million, to secure the repayment of certain indebtedness of Formametal.  No
such indebtedness was outstanding as of April 5, 1998.  This investment is
being accounted for on the equity method.

     In January 1997, the Company acquired certain assets from Owens-Illinois
Closure Inc.  ("O-I") for cash consideration of $10 million, subject to
adjustment based upon the actual value of the inventory acquired and potential
contingent payments of up to $1.5 million based upon realization of certain new
business which O-I was seeking at the time of the acquisition.  The assets
acquired by the Company include metal business machinery, equipment, inventory
and raw materials formerly located at O-I's Erie, Pennsylvania plant. The
purchase price resulted in goodwill of $7.1 million.


(4)  INVENTORIES

     All domestic inventories, except machine parts, are stated at cost
determined by the last-in, first-out ("LIFO") cost method, not in excess of
market.  Inventories of approximately $16.4 million at December 31, 1997, and
$18.7 million at April 5, 1998, at the European Subsidiaries and machine shop
inventory are stated at cost determined by the first-in, first-out ("FIFO")
cost method, not in excess of market.  Inventory costs include material, labor
and factory overhead. FIFO cost of LIFO inventories approximated their LIFO
value at December 31, 1997 and at April 5, 1998.

     Inventories reported in the accompanying balance sheets were classified as
follows (000's omitted):

<TABLE>
<CAPTION>
                                                       December 31,    April 5,
                                                           1997          1998
                                                       ------------    --------
     <S>                                                 <C>           <C>
     Raw materials...................................    $ 33,746      $ 31,114
     Work in process.................................      42,763        43,467
     Finished goods..................................      28,037        28,736
     Machine shop inventory .........................       4,912         5,014
                                                         --------      --------
                                                         $109,458      $108,331
                                                         ========      ========
</TABLE>




                                      8


<PAGE>   9





(5)  DEBT OBLIGATIONS

     The primary debt obligations of the Company at December 31, 1997 and April
5, 1998 consisted of the following (000's omitted):


<TABLE>
<CAPTION>
                                                        December 31,    April 5,
                                                           1997           1998
                                                           ----           ----
       <S>                                              <C>           <C>
       Senior Debt -----
         Revolving line of credit.....................  $  32,600     $  22,900
         Secured equipment notes......................      4,825         4,043
         Capital lease obligations....................     30,050        28,546
         Secured term loan............................     24,840        24,038
         Industrial revenue bonds.....................      7,500         7,500
         Mortgages and other..........................      1,326         1,276
                                                        ---------     ---------
                                                          101,141        88,303
       Less ---- Current maturities...................     (9,635)       (9,204)
                                                        ---------     ---------
               Total senior debt......................     91,506        79,099
       Senior subordinated 10 1/8% notes..............    275,000       275,000
                                                        ---------     ---------
               Total long-term debt                     $ 366,506     $ 354,099
                                                        =========     =========
</TABLE>


     In April 1997, U.S. Can entered into an Amended and Restated Credit
Agreement with a group of banks (the "Credit Agreement"), providing a $110
million revolving credit facility (the "Revolving Credit Facility").  In
February 1998, the Company and its lenders agreed to reduce the Revolving
Credit Facility to $80 million.  Obligations under the Credit Agreement are
secured by U.S. Can's domestic accounts receivable and inventory.  Funds
available under the  Credit Facility may be used for general corporate purposes
(including ongoing working capital needs and funds for permitted acquisitions).
The Credit Agreement has a five-year maturity and permits the Company to
borrow funds available under the Revolving Credit Facility in U.S. Dollars,
British Pounds or French Francs.

     The loans under the Credit Agreement bear interest at a floating rate
equal to, at the election of U.S. Can, one of the following:  (i) the Base Rate
(as defined in the Credit Agreement) per annum, or (ii) based on the current
pricing ratio, a reserve-adjusted Eurodollar rate plus the then applicable
margin, for specified interest periods (selected by U.S. Can) of one, two,
three or six months.   The weighted average interest rate of the loans
outstanding under the Credit Agreement was 6.7% and 6.8% at December 31, 1997
and April 5, 1998, respectively.

     As of December 31, 1997, U.S. Can had borrowings of $32.6 million
outstanding under the Credit Agreement, $12.5 million in letters of credit had
been issued pursuant thereto, and $64.9 million of unused credit remained
available.  As of April 5, 1998,  U.S. Can had borrowings of $22.9 million
outstanding under the Credit Agreement, $12.5 million in letters of credit had
been issued pursuant thereto, and $44.6 million of unused credit remained
available.

     Secured equipment notes, issued at various times since 1990, mature in
varying amounts through 2003 and bear interest at various rates between 8.1%
and 10.4%.  Proceeds from these notes were used to purchase certain
manufacturing equipment, and the notes are secured by that equipment.




                                      9


<PAGE>   10






     Capital lease obligations, mature in varying amounts through 2007 and bear
interest at various rates between 4.57% and 19.64%.  Other debt, consisting of
various governmental loans and real estate mortgages at interest rates between
7.0% and 9.77%, mature at various times through 2025, and were used to finance
the expansion of several manufacturing facilities.

     On December 20, 1996, U.K. Can, Ltd., one of the European Subsidiaries,
entered into (and U.S. Can guaranteed) a $28 million secured term loan with
General Electric Capital Corporation, to finance the acquisition of land,
building and equipment comprising the Merthyr Tydfil, Wales aerosol can
production facility.  This credit facility is secured by the real and personal
property of U.S. Can's Merthyr Tydfil  operation.  The loan is denominated in
U.S. Dollars.  During 1997, in connection with the transaction, the Corporation
entered into foreign exchange contracts which allow the Company to exchange a
fixed amount of U.K. Pounds for U.S. Dollars at certain dates which coincide
with the repayment of principal and interest on the loan.  The forward
contracts are intended to hedge against fluctuations in currency rates.

     On October 17, 1996, the Corporation issued $275.0 million principal
amount of 10-1/8% Senior Subordinated Notes due 2006 in a private placement.
These notes were exchanged in March 1997 for similar notes which are publicly
registered.  These exchange notes (the "10-1/8% Notes") are unsecured and are
subordinated to all other senior debt of the Corporation and its subsidiaries.
The 10-1/8% Notes are fully and unconditionally guaranteed on an unsecured
senior subordinated basis by U.S. Can.  On or after October 15, 2001, the
Corporation may, at its option, redeem all or some of the 10-1/8% Notes at
declining redemption premiums which begin at approximately 105.1% in 2001.
Upon certain changes of control of the Corporation, the Note holders could
require that the Corporation repurchase all or some of the 10-1/8% Notes at a
101% premium.  Net proceeds from the issuance of the 10-1/8% Notes were $268.1
million.  Approximately $158.4 million of the net proceeds were used to pay
down amounts outstanding under the Company's previous credit facilities and
$109.7 million of the net proceeds were used to redeem all of U.S. Can's 13-
1/2% Senior Subordinated Notes due 2002 on January 15, 1997.

     The Credit Agreement and certain of the Company's other debt agreements
contain various financial and other restrictive covenants, as well as
cross-default provisions.  The financial covenants include, but are not limited
to, limitations on annual capital expenditures and certain ratios of borrowings
to earnings before interest, taxes, depreciation and amortization ("EBITDA"),
senior debt to EBITDA and interest coverage.  The covenants also restrict the
Corporation's and U.S. Can's ability to distribute dividends, to incur
additional indebtedness, to dispose of assets and to make investments,
acquisitions, mergers and transactions with affiliates.  The Company was in
compliance with all terms and restrictive covenants of the Credit Agreement and
its other debt agreements as of April 5, 1998.


(6)  SUPPLEMENTAL CASH FLOW INFORMATION

     The Company paid interest on borrowings of approximately $1.9 million and
$2.4 million for the quarterly periods ended April 6, 1997 and April 5, 1998,
respectively.

     The Company paid approximately $1.7 million and $1.0 million of income
taxes for the quarterly periods ended April 6, 1997 and April 5, 1998,
respectively.



                                      10

<PAGE>   11





     During the quarterly periods ended April 6, 1997 and April 5, 1998, the
Company issued stock valued at approximately $0.9 million and $0.7 million,
respectively, into certain of its employee benefit plans.


(7)  LEGAL PROCEEDINGS

     The Company is involved in a number of legal proceedings arising in the
ordinary course of business consistent with past experiences.  Management does
not believe that any of these proceedings will have a material adverse effect
on the business or financial condition of the Company either individually or in
the aggregate.  In addition, the Company is involved in the following matters.

     The groundwater in San Leandro, California, formerly a site of one of the
Company's can assembly facilities, is contaminated at shallow and intermediate
depths, and the area of concern partially extends to the groundwater below the
facility formerly owned by the Company.  In connection with sales in 1994 and
1995 of land on which this facility was located, the Company agreed to
indemnify the purchaser against environmental claims related to the Company's
ownership of the property.  In April 1996, the California Department of Toxic
Substances Control ("CDTSC") issued an order to certain past and present owners
of this facility, including U.S. Can, directing such owners to conduct
remediation activities at this site.  No specific form of remediation was
indicated.  Consultants retained by the Company to evaluate the site concluded
that the Company's operations had not impacted the groundwater at this site and
that contamination detected at this site resulted from migration from off-site,
upgradient sources.  However, in January 1998, the CDTSC informed the Company
that it disagrees with these conclusions and wants the Company to conduct
extensive additional testing.  In May, 1998, the Company met with the CDTSC
Director.  To date, there has been no resolution of this matter between the
Company and the CDTSC although discussions are ongoing.  There can be no
assurance that the Company will not incur material costs and expenses in
connection with the CDTSC order and remediation at the site.

     An Administrative Law Judge of the National Labor Relations Board ("NLRB")
has issued a decision ordering the Company to pay $1.5 million in back pay,
plus interest, for a violation of certain sections of the National Labor
Relations Act as a result of the Company's closure of certain facilities in
1991 and failure to offer inter-plant job opportunities to certain affected
employees.  The Company will file an appeal with the full NLRB.

(8)  NEW ACCOUNTING PRONOUNCEMENTS

     Statement of Financial Accounting Standard  ("SFAS") No. 128, "Earnings
Per Share" was issued in February 1997 and adopted by the Company as of
December 31, 1997.  This new pronouncement established revised reporting
standards for earnings per share and has been applied to all periods presented
herein.  Diluted earnings per share for the Company includes the impact of
assumed exercise of dilutive stock options.

     SFAS No. 130, "Reporting Comprehensive Income" was issued in July 1997 and
adopted by the Company in the first quarter of 1998.  This new pronouncement
established standards for the reporting and 


                                      11


<PAGE>   12




display of comprehensive income and its components which, for the Company,
include cumulative translation adjustments and minimum pension adjustments.

     SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information" was also issued in July 1997 and introduces a new model for
segment reporting, called the "management approach."  This approach is based on
the way that the chief operating decision maker organizes segments within the
company for making operating decisions and assessing performance.  Management
of the Company is evaluating this new pronouncement to determine its impact
upon current reporting.  Adoption of this new standard is scheduled for late
1998.

     Statement of Position No. 98-5, "Reporting on the Costs of Start-up
Activities"  was released in April, 1998, and requires companies to write off
all unamortized costs related to start up activities and to expense such future
costs as incurred.  The Company is required to adopt this new accounting rule
by early 1999.  Management does not expect that adoption of this rule will have
a material effect on the Company's results of operations or financial position.


(9)  SUBSIDIARY GUARANTOR INFORMATION

     The 10-1/8% Notes are guaranteed on a full, unconditional, unsecured,
senior subordinated, joint  and several basis by each of the Corporation's
Subsidiary Guarantors.  As of and through April 5, 1998, U.S. Can, wholly owned
by the Corporation, was the only Subsidiary Guarantor.  The Corporation had no
assets or operations separate from its investment in U.S. Can, and there were
no non-Guarantor Subsidiaries until the acquisition by U.S. Can of the European
Subsidiaries on September 11, 1996.  Separate financial statements of U.S. Can
are not presented because management of the Company has determined that they
are not material to investors.

     The following condensed consolidating financial data illustrates the
composition of the Corporation  (the "Parent"), U.S. Can (the "Subsidiary
Guarantor"), and the European Subsidiaries  (the "Non-Guarantor Subsidiaries"),
as of December 31, 1997 and April 5, 1998, and for the quarterly periods ended
April 6, 1997 and April 5, 1998.  Investments in subsidiaries are accounted for
by the Parent and the Subsidiary Guarantor under the equity method for purposes
of the supplemental consolidating presentation.  Earnings of subsidiaries are,
therefore, reflected in their parent's investment accounts and earnings.



                                      12


<PAGE>   13
                                      
                    CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF APRIL 5, 1998
                               (000's OMITTED)

<TABLE>
<CAPTION>
                                                                  United States      European                         
                                                       U.S. Can    Can Company     Subsidiaries                          U.S. Can
                                                     Corporation  (Subsidiaries   (Non-Guarantor                        Corporation
                                                       (Parent)     Guarantor)     Subsidiaries)      Eliminations     Consolidated 
                                                     -----------  -------------   --------------      ------------     ------------
<S>                                                  <C>          <C>             <C>                 <C>              <C>
CURRENT ASSETS:                                                                   
  Cash and cash equivalents                           $    --      $     111         $   5,426        $     --         $    5,537
  Accounts receivable                                      --         64,053            24,116              --             88,169
  Inventories                                              --         89,666            18,665              --            108,331
  Prepaid expenses and other assets                        --         10,573             2,170              --             12,743
  Prepaid income taxes                                     --         22,398              --                --             22,398
                                                      ---------    ---------         ---------        ----------       ----------
      Total current assets                                 --        186,801            50,377              --            237,178
                                                      ---------    ---------         ---------        ----------       ----------
                                                                                                                                 
                                                                                                                                 
NET PROPERTY, PLANT AND EQUIPMENT                          --        243,980            66,656              --            310,636
INTANGIBLE ASSETS                                          --         59,067              --                --             59,067
OTHER ASSETS                                              7,140        9,254             5,893              --             22,287
INVESTMENT IN SUBSIDIARIES                              334,918       48,154              --            (383,072)            --  
                                                      ---------    ---------         ---------        ----------       ----------
      Total assets                                    $ 342,058    $ 547,256         $ 122,926        $ (383,072)      $  629,168
                                                      =========    =========         =========        ==========       ==========
                                                                                                                                 
CURRENT LIABILITIES:                                                                                                             
  Current maturities of long-term debt                $    --      $   6,396         $   2,809        $     --         $    9,205
  Accounts payable                                         --         40,451            18,104              --             58,555
  Other current liabilities                                --         73,515            10,643              --             84,158
                                                      ---------    ---------         ---------        ----------       ----------
      Total current liabilities                            --        120,362            31,556              --            151,918
                                                      ---------    ---------         ---------        ----------       ----------
SENIOR DEBT                                                           50,855            28,244              --             79,099
SUBORDINATED DEBT                                       275,000         --                --                --            275,000
OTHER LONG-TERM LIABILITIES                                --         52,266             5,185              --             57,451
INTERCOMPANY ADVANCES                                     1,358      (11,145)            9,787              --               --  
STOCKHOLDERS' EQUITY                                     65,700      334,918            48,154          (383,072)          65,700
                                                      ---------    ---------         ---------        ----------       ----------
      Total liabilities and stockholders' equity      $ 342,058    $ 547,256         $ 122,926        $ (383,072)      $  629,168
                                                      =========    =========         =========        ==========       ==========
</TABLE>  


                                      13
      
      
<PAGE>   14
 
                     CONDENSED CONSOLIDATING BALANCE SHEET
                            AS OF DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                    UNITED STATES
                                       U.S. CAN      CAN COMPANY      USC EUROPE                      U.S. CAN
                                      CORPORATION    (SUBSIDIARY    (NON-GUARANTOR                  CORPORATION
                                       (PARENT)      GUARANTOR)      SUBSIDIARY)     ELIMINATIONS   CONSOLIDATED
                                      -----------   -------------   --------------   ------------   ------------
                                                                   (000'S OMITTED)
<S>                                   <C>           <C>             <C>              <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents.........   $     --        $    415        $  6,358       $      --       $  6,773
  Accounts receivable...............         --          53,559          20,578              --         74,137
  Inventories.......................         --          93,028          16,430              --        109,458
  Prepaid expenses and other
     assets.........................         --          13,904           3,599              --         17,503
  Prepaid income taxes..............         --          22,748              --              --         22,748
                                       --------        --------        --------       ---------       --------
          Total current assets......                    183,654          46,965              --        230,619
                                       --------        --------        --------       ---------       --------
NET PROPERTY, PLANT AND EQUIPMENT...         --         256,464          67,833              --        324,297
INTANGIBLE ASSETS...................         --          59,578              --              --         59,578
OTHER ASSETS........................      7,347          10,240           1,623              --         19,210
INVESTMENT IN SUBSIDIARIES..........    335,962          48,646              --        (384,608)            --
                                       --------        --------        --------       ---------       --------
          Total assets..............   $343,309        $558,582        $116,421       $(384,608)      $633,704
                                       ========        ========        ========       =========       ========
CURRENT LIABILITIES:
  Current maturities of long-term
     debt...........................   $     --        $  6,817        $  2,818       $      --       $  9,635
  Accounts payable..................         --          42,155          16,331              --         58,486
  Other current liabilities.........         --          73,480           8,247              --         81,727
                                       --------        --------        --------       ---------       --------
     Total current liabilities......         --         122,452          27,396              --        149,848
                                       --------        --------        --------       ---------       --------
SENIOR DEBT.........................         --          61,850          29,656              --         91,506
SUBORDINATED DEBT...................    275,000              --              --              --        275,000
OTHER LONG-TERM LIABILITIES.........                     52,031           3,006              --         55,037
INTERCOMPANY ADVANCES...............      5,996         (13,713)          7,717              --             --
STOCKHOLDERS' EQUITY................     62,313         335,962          48,646        (384,608)        62,313
                                       --------        --------        --------       ---------       --------
          Total liabilities and
            equity..................   $343,309        $558,582        $116,421       $(384,608)      $633,704
                                       ========        ========        ========       =========       ========
</TABLE>


                                      14

 
<PAGE>   15
                                      
               CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                 FOR THE QUARTERLY PERIOD ENDED APRIL 5, 1998


<TABLE>
<CAPTION>
                                              United States
                                                   Can         European
                                  U.S. Can       Company     Subsidiaries                       U.S. Can
                                Corporation    (Subsidiaries  (Non-Guarantor                   Corporation
                                  (Parent)      Guarantor)    Subsidiaries)    Eliminations    Consolidated
                                  --------      ---------     ------------     ------------    ------------
                                                            (000's omitted)
<S>                              <C>            <C>             <C>             <C>              <C>
NET SALES                           ---         $162,401        $29,962             ---          $192,363
COST OF SALES                       ---          142,137         27,056             ---           169,193
                                ---------       --------        -------         ---------        --------
    Gross Income                    ---           20,264          2,906             ---            23,170

SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES         ---            7,104          1,111             ---             8,215

                                ---------       --------        -------         ---------        --------
    Operating Income                ---           13,160          1,795             ---            14,955

INTEREST EXPENSE ON BORROWINGS      ---            8,041            695             ---             8,736
AMORTIZATION OF DEFERRED
    FINANCING COSTS                 ---              380           ---              ---               380
OTHER EXPENSES                      ---              439           ---              ---               439
EQUITY EARNINGS (LOSS) FROM
   SUBSIDIARY                      3,082             618                          (3,700)            ---  
PROVISION FOR INCOME  TAXES         ---            1,836            482             ---             2,318
                                ---------       --------        -------         ---------        --------
NET INCOME                        $3,082        $  3,082        $   618          ($3,700)        $  3,082
                                =========       ========        =======         =========        ========
</TABLE>

                                      15


<PAGE>   16
                                      
               CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                 FOR THE QUARTERLY PERIOD ENDED APRIL 6, 1997

<TABLE>
<CAPTION>
                                              United States
                                                   Can         European
                                  U.S. Can       Company     Subsidiaries                       U.S. Can
                                Corporation    (Subsidiaries  (Non-Guarantor                   Corporation
                                  (Parent)      Guarantor)    Subsidiaries)    Eliminations    Consolidated
                                  --------      ---------     ------------     ------------    ------------
                                                            (000's omitted)
<S>                              <C>            <C>             <C>             <C>              <C>
NET SALES                           ---         $171,432        $27,349             ---          $198,781
COST OF SALES                       ---          148,381         24,635             ---           173,016
                                 --------       --------        -------          --------        -------- 
    Gross Income                    ---           23,051          2,714             ---            25,765
                                                  
SELLING, GENERAL AND                              
    ADMINISTRATIVE EXPENSES         ---            7,604          1,064             ---             8,668
                                                  
                                 --------       --------        -------          --------        -------- 
    Operating Income                ---           15,447          1,650             ---            17,097
                                                  
INTEREST EXPENSE  ON BORROWINGS     ---            8,878            377             ---             9,255
AMORTIZATION OF DEFERRED                                                                        
    FINANCING COSTS                 ---              439           ---              ---               439
OTHER EXPENSES                      ---              429           ---              ---               429
EQUITY EARNINGS (LOSS) FROM                       
   SUBSIDIARY                      4,338             980           ---            (5,318)          ------
PROVISION FOR INCOME TAXES          ---            2,434            293             ---             2,727
NET INCOME FROM DISCONTINUED                                                                     
    OPERATIONS                      ---               91           ---              ---                91
                                                                                                 
                                 --------       --------        -------          --------        -------- 
NET INCOME                       $ 4,338        $  4,338        $   980          ($5,318)        $  4,338
                                 =======        ========        =======          =======         ========
</TABLE>


                                      16


<PAGE>   17

               CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE QUARTER ENDED APRIL 5, 1998
                               (000's OMITTED)

<TABLE>
<CAPTION>
                                                                            United States                                          
                                                                                 Can         European                               
                                                                   U.S. Can    Company     Subsidiaries                   U.S. Can  
                                                                 Corporation (Subsidiary) (Non-Guarantor                Corporation 
                                                                   (Parent)    Guarantor   Subsidiaries)  Eliminations  Consolidated
                                                                 ----------- ------------ --------------  ------------  ------------
<S>                                                              <C>         <C>          <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                              $    --     $  18,695     $  1,580       $   --       $  20,275 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                              
  Capital expenditures                                                  --        (2,762)      (1,066)          --          (3,828)
  Acquisition of businesses, net of cash                                --          --         (1,150)          --          (1,150)
  Changes in restricted cash                                            --            29         --             --              29 
  Machinery repair parts usage, net                                     --           189          336           --             525 
                                                                   --------    ---------     --------       -------      ---------
    Net cash used in investing activities                               --        (2,544)      (1,880)          --          (4,424)
                                                                   --------    ---------     --------       -------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                              
  Change in intercompany advances                                       --        (2,070)       2,070           --            --   
  Issuance of common stock and exercise of stock options                --            72         --             --              72 
  Net borrowings under the revolving lines of credit and changes                                                                   
    in cash overdrafts                                                  --       (12,543)        (214)          --         (12,757)
  Borrowings of other long-term debt, including capital lease                                                                      
    obligations                                                         --          --           --             --            --   
  Payments of other long-term debt, including capital lease                                                                        
    obligations                                                         --        (1,715)      (1,156)          --          (2,871)
  Payments of debt refinancing costs                                    --           (82)        --             --             (82)
  Purchase of treasury stock, net                                       --          (117)        --             --            (117)
                                                                   --------    ---------     --------       -------      ---------
    Net cash provided by (used in) financing activities                 --       (16,455)         700           --         (15,755)
                                                                   --------    ---------     --------       -------      ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                 --          --         (1,332)          --          (1,332)
                                                                   --------    ---------     --------       -------      ---------
DECREASE IN CASH AND CASH EQUIVALENTS                                   --          (304)        (932)          --          (1,236)
CASH AND CASH EQUIVALENTS, beginning of period                          --           415        6,358           --           6,773
                                                                   --------    ---------     --------       -------      ---------
CASH AND CASH EQUIVALENTS, end of period                           $    --     $     111     $  5,426       $   --       $   5,537 
                                                                   ========    =========     ========       =======      =========
</TABLE>


                                      17

<PAGE>   18
 
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE QUARTERLY PERIOD ENDED APRIL 6, 1997
                                (000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                         UNITED STATES      EUROPEAN
                                            U.S. CAN      CAN COMPANY     SUBSIDIARIES                     U.S. CAN
                                           CORPORATION    (SUBSIDIARY    (NON-GUARANTOR                  CORPORATION
                                            (PARENT)      GUARANTOR)      SUBSIDIARIES)   ELIMINATIONS   CONSOLIDATED
                                           -----------   -------------   --------------   ------------   ------------
<S>                                        <C>           <C>             <C>              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES.....     $  --         $ 10,313        $   (37)         $  --         $ 10,276
                                              -----         --------        -------          -----         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures...................        --          (10,720)        (3,553)            --          (14,273)
  Acquisition of businesses, net of
    cash.................................        --          (10,364)            --             --          (10,364)
  Changes in restricted cash.............        --              469             --             --              469
  Investment in subsidiaries.............       587               --             --           (587)              --
  Machinery repair parts usage, net......        --               96            (13)            --               83
                                              -----         --------        -------          -----         --------
      Net cash used in investing
         activities......................       587          (20,519)        (3,566)          (587)         (24,085)
                                              -----         --------        -------          -----         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in intercompany advances........        --           (1,487)         1,487             --               --
  Net borrowings under the revolving line
    of credit and changes in cash
    overdrafts...........................        --           20,773             --             --           20,773
  Borrowings of other long-term debt,
    including capital lease
    obligations..........................        --               14             --             --               14
  Payments of other long-term debt,
    including capital lease
    obligations..........................        --           (8,073)          (604)            --           (8,677)
  Payments of debt refinancing costs.....       (61)            (464)            --             --             (525)
  Capital contribution from parent.......        --             (587)            --            587               --
  Purchase of treasury stock, net........      (526)              --             --             --             (526)
                                              -----         --------        -------          -----         --------
      Net cash from financing
         activities......................      (587)          10,176            883            587           11,059
                                              -----         --------        -------          -----         --------
EFFECT OF EXCHANGE RATE CHANGES ON
  CASH...................................        --               --         (3,143)            --           (3,143)
                                              -----         --------        -------          -----         --------
INCREASE IN CASH AND CASH EQUIVALENTS....        --              (30)        (5,863)            --           (5,893)
CASH AND CASH EQUIVALENTS, beginning of
  period.................................        --              628          7,338             --            7,966
                                              -----         --------        -------          -----         --------
CASH AND CASH EQUIVALENTS,
  end of period..........................     $  --         $    598        $ 1,475          $  --         $  2,073
                                              =====         ========        =======          =====         ========
</TABLE>
 
                                       18
<PAGE>   19
'




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     The following narrative discusses the results of operations, liquidity and
capital resources for the Company on a consolidated basis.  This section should
be read in conjunction with the Corporation's Annual Report on Form 10-K/A-1
for the fiscal year ended December 31, 1997.  See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained therein.


RESULTS OF OPERATIONS

     In November 1997, as part of certain business and operational
realignments, the Company sold its steel pail business which was conducted
entirely from a North Brunswick, New Jersey facility, for $1.4 million in cash
and notes, plus the assumption of certain liabilities and future payments.
1997 revenues of the steel pail business up to the point of sale were $19.2
million.  In addition, the Company is actively seeking to sell Metal Services
which it began reflecting as a discontinued operation late in 1997.  Metal
Services includes two plants in Chicago, Illinois, one plant each in Trenton,
New Jersey and Brookfield, Ohio and the closed Midwest Litho plant.  1997
revenues from these operations were $116 million (excluding intra-Company sales
which are expected to be continued by the buyer and including ongoing
third-party sales from the closed Midwest Litho plant, which have been
transferred to other Metal Services plants).  Comparable revenue generated from
these facilities in the first quarter of 1998 were $28 million.  The Company
anticipates that the sale of Metal Services will be completed in 1998.  The
Company's historical financial statements have been restated to reflect these
businesses as discontinued operations.  The following comparisons incorporate
these restatements.


QUARTER ENDED APRIL 5, 1998, AS COMPARED TO QUARTER ENDED APRIL 6, 1997

Net Sales

     Net sales for the quarterly period ended April 5, 1998, totaled $192.4
million, a 3.2% decrease versus  the corresponding period in 1997. This
decrease was caused principally by the third quarter 1997 loss of a major
domestic aerosol customer (accounting for a 4.0% decrease in period-to-period
consolidated sales), partially offset by an increase in European sales for
first quarter 1998 versus first quarter 1997 (accounting for a 1.3% increase in
period-to-period consolidated sales). The European sales increase is primarily 
due to stronger activity in the Schwedt, Germany and Voghera, Italy operations 
versus the first quarter of last year.

Gross Income

     Gross income of $23.2 million for the first quarter of 1998 was down $2.6
million, or 10%, versus the first quarter of 1997.   Gross margin decreased to
12% of net sales for the period from 13% in the comparable period last year.
The primary factors influencing the decline were reduced aerosol volume in the
U.S. and, to a lesser extent, costs related to the Welsh start-up operation.
Management expects these factors to diminish over time as the Wales operation
advances beyond the qualification process with its principal customer and the
operating benefits of the late 1997 restructuring program are fully realized.



                                      19

<PAGE>   20




Operating Income

     Operating income in the first quarter of 1998 was $15.0 million, versus
$17.1 million in the first quarter of 1997.  Lower gross margins in 1998 and    
decreased net sales negatively impacted operating income. Selling, general, and
administrative expenses were down 5% or $0.4 million in the first quarter of
1998 as compared to the same period one year ago, due largely to overhead
reductions made as part of the restructuring actions taken in late 1997.

Interest and Other Expenses

     Interest expense in the first quarter of 1998 was down 6%, or $0.5
million, versus the first quarter of 1997.  Tighter controls on working capital
and capital expenditures have resulted in long-term debt reductions of $20.5
million since the first quarter of last year and $12.4 million since year-end
1997.

Net Income

     First quarter net income of $3.1 million ($0.23 diluted earnings per
share) was down $1.3 million versus the corresponding period in 1997.  1997
first quarter net income was $4.3 million or $0.33 diluted earnings per share.
Lower aerosol volume year-to-year and reduced gross margins adversely affected
net income in the first quarter of 1998.


LIQUIDITY AND CAPITAL RESOURCES

     During the first quarter of 1998, the Company met its liquidity needs
through internally generated cash flow and borrowings under its credit lines.
Principal liquidity needs included operations, debt amortization, capital
expenditures and the Company's minority investment in Formametal.  Cash flow
from operations was $20.3 million in the first quarter of 1998, compared to
$10.3 million in the first quarter of 1997.  Increased cash from operations
resulted from improved working capital management  starting in 1997 and
continuing through the first quarter of 1998.  Additionally, first quarter 1998
capital expenditures were significantly less than first quarter 1997 capital
expenditures.  In the first quarter of 1998, the Company had $0.7 million of
payments related to restructuring activities, including costs attributable to
its discontinued operations. The Company anticipates spending another $6.5 
million of such costs during the remainder of 1998.

     As of April 5, 1998, U.S. Can had borrowings of $22.9 million outstanding
under the Credit Agreement, $12.5 million in letters of credit had been issued
pursuant thereto, and $44.6 million of unused credit remained available
thereunder.   As of April 5, 1998, U.S. Can was in compliance with the Credit
Agreement and its other long-term debt agreements.

     The Company expects total capital expenditures in 1998 to be approximately
$20 to $23 million and has spent $3.8 million in the first quarter.  The
Company's capital investments have historically yielded reduced operating costs
and improved the Company's profit margins, and management believes that the
strategic deployment of capital will enable the Company to improve its overall
profitability by leveraging the economies of scale inherent in the manufacture
of containers.

     In March 1998, one of the European Subsidiaries acquired a 36.5% interest
in Formametal, an aerosol can manufacturer in Argentina, for $4.6 million,
payable over a 15-month period.  In connection with this 


                                      20



<PAGE>   21




investment, Formametal has agreed to purchase approximately $2.6 million to
$3.0 million of manufacturing equipment from the Company, and the Company has
agreed to provide certain technical and engineering assistance to Formametal. 
U.S. Can has also provided a guaranty, in an amount not to exceed $2.0 million, 
to secure the repayment of certain indebtedness of Formametal.  No such
indebtedness was outstanding as of April 5, 1998.

     Management believes that cash flow from operations, amounts available
under its credit facilities and proceeds from sales of assets should provide
sufficient funds for the Company's short-term and long-term capital expenditure
and debt amortization requirements, and other cash needs in the ordinary course
of business.  The Company believes it will be able to refinance the Revolving
Credit Facility on or prior to maturity.  If future strategic acquisition
opportunities arise, the Company would expect to finance them though some
combination of cash, stock and/or debt financing.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Inapplicable.



PART II
                              OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     In March 1998, the Company contributed shares of Common Stock, valued at
approximately $715,000, to U.S. Can's Salaried Employee Savings and Retirement
Accumulation Plan ("SRAP").  These shares are held by a trustee for the benefit
of the SRAP participants, who have an indirect beneficial interest in the
Common Stock held by the trustee.  The transaction between the Company and the
trustee is exempt pursuant to Section 4(2) of the Securities Act of 1933 (the
"Act").

     During the quarter ended April 5, 1998, the Company issued 23,613 shares
of Common Stock, representing settlement of certain restricted stock awards
made to officers of the Company.  These issuances were exempt pursuant to
Section 4(2) of the Act.

ITEM 5. OTHER INFORMATION.

     In May 1998, an Administrative Law Judge ("ALJ") of the National Labor
Relations Board ("NLRB") issued a decision, ordering the Company to pay $1.5
million in back pay, plus interest, to certain former employees who were not
afforded inter-plant job transfer opportunities.  The Company will file an
appeal with the full NLRB.


                                      21

<PAGE>   22




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>

                                                                Incorporation
Exhibit                                                         by reference
Number   Description of Document                                (if applicable)
-------------------------------------------------------------------------------
<S>      <C>                                                         <C>
  3.1    Restated Certificate of Incorporation of 
         U.S. Can Corporation..................................      * 4.3

  3.2    By-Laws of U.S. Can Corporation.......................      & 4.1

 10.1    Employment Agreement Between U.S. Can Corporation 
         and Paul W. Jones dated as of April 1, 1998...........

 27.1    Financial Data Schedule (EDGAR version only)..........

</TABLE>

-------------------------

    *  Previously filed with Registration Statement on Form S-3 of the
       Corporation, filed on June 1, 1994 (Registration No. 33-79556).
    &  Previously filed with Registration Statement on Form S-8 of the
       Corporation, filed on March 23, 1994 (Registration No. 33-76742).

 (b)   U.S. Can Corporation filed no reports on Form 8-K during the quarterly
       period ended April 5, 1998.


                                      22


<PAGE>   23



                                 SIGNATURES



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


                                   U.S. CAN CORPORATION
                                       
                                       
                                       
 Date: May 19, 1998                By: /s/ John R. McGowan
                                       ---------------------------------------
                                       John R. McGowan
                                       Vice President, Chief Financial Officer,
                                       Controller and Secretary




      Pursuant to the requirements of the Securities Exchange Act of 1934,
 this report has been signed by the undersigned, in his capacity as the
 principal financial officer of the registrant.





 Date: May 19, 1998                    /s/ John R. McGowan
                                       ---------------------------------------
                                       John R. McGowan
                                       Vice President, Chief Financial Officer,
                                       Controller and Secretary