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                                                       UNITED STATES
                                            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 July 3, 2005

                                             Commission File Number 333-53276

                                                   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)

                                                 700 EAST BUTTERFIELD ROAD
                                                         SUITE 250
                                                  LOMBARD, ILLINOIS 60148
                               (Address of Principal Executive Offices, Including Zip Code)

                                                      (630) 678-8000
                                   (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 (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 |_| No |X|

         Indicate by check mark whether the  registrant is an  accelerated  filer (as defined in Rule 12b-2 of the Exchange
Act).

                                                       Yes |_| No |X|

         As of August 15, 2005, 53,333.333 shares of Common Stock were outstanding.

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                                           U.S. CAN CORPORATION AND SUBSIDIARIES

                                                         FORM 10-Q

                                        FOR THE QUARTERLY PERIOD ENDED JULY 3, 2005

                                                     TABLE OF CONTENTS

                                                                                                                    Page

PART I           FINANCIAL INFORMATION

Item 1.          Financial Statements (Unaudited)

                 Consolidated Statements of Operations for the Three and Six Months Ended
                 July 3, 2005 and July 4, 2004 ...................................................................     3

                 Consolidated Balance Sheets as of July 3, 2005 and December 31, 2004.............................     4

                 Consolidated Statements of Cash Flows for the Six Months Ended
                 July 3, 2005 and July 4, 2004 ...................................................................     5

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

Item 2.          Management's Discussion and Analysis of Financial Condition
                 and Results of Operations........................................................................    18

Item 3.          Quantitative and Qualitative Disclosures About Market Risk.......................................    22

Item 4.          Controls and Procedures..........................................................................    23

PART II          OTHER INFORMATION

Item 1.          Legal Proceedings................................................................................    24

Item 5.          Other Information................................................................................    24

Item 6.          Exhibits.........................................................................................    25

                                         INCLUSION OF FORWARD-LOOKING INFORMATION

         Certain  statements  in this  report  constitute  "forward-looking  statements"  within the meaning of the federal
securities  laws. Such statements  involve known and unknown risks and  uncertainties  which may cause the Company's actual
results,  performance or  achievements  to be materially  different than any future  results,  performance or  achievements
expressed or implied in this report.  By way of example and not  limitation  and in no  particular  order,  known risks and
uncertainties  include general  economic and business  conditions;  the Company's  substantial debt and ability to generate
sufficient cash flows to service its debt; the Company's  compliance with the financial  covenants contained in its various
debt  agreements;  changes  in  market  conditions  or  product  demand;  the  level  of cost  reduction  achieved  through
restructuring and capital  expenditure  programs;  changes in raw material costs and  availability;  downward selling price
movements;  currency and interest  rate  fluctuations;  increases  in the  Company's  leverage;  the  Company's  ability to
effectively  integrate  acquisitions;  changes in the Company's business strategy or development plans; the timing and cost
of plant  closures;  the success of new  technology;  and  increases in the cost of compliance  with laws and  regulations,
including  environmental  laws and  regulations.  In light of these and other risks and  uncertainties  as described  under
"Risk  Factors" in the Company's  Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and filed with the
Securities and Exchange  Commission on March 23, 2005, the inclusion of a  forward-looking  statement in this report should
not be regarded as a representation by the Company that any future results, performance or achievements will be attained.

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      (000's omitted)

                                                                       For The                           For The
                                                                  Three Months Ended                Six Months Ended
                                                           --------------------------------- --------------------------------
                                                            July 3, 2005                      July 3, 2005
                                                                              July 4, 2004                     July 4, 2004
                                                           ----------------  --------------- ---------------  ---------------
                                                                                      (Unaudited)
Net Sales                                                    $   230,407       $   211,809     $   460,852      $   425,276
Cost of Sales                                                    207,173           192,901         405,619          386,996
     Gross Profit                                                 23,234            18,908          55,233           38,280
Selling, General and Administrative Expenses                       9,479            10,439          20,387           20,243
Special Charges                                                    1,517               922           2,030            1,404
Other (Income) Expense                                               (25)                2            (192)            (378)
Interest Expense                                                  13,913            12,865          26,853           25,582
Bank Financing Fees                                                  731             1,218           1,460            2,596
Loss from Early Extinguishment of Debt                                 -             5,508               -            5,508
     Income (Loss) Before Income Taxes                            (2,381)          (12,046)          4,695          (16,675)
Provision (Benefit) for Income Taxes                                 586            (2,256)          1,676           (1,924)

Net Income (Loss)                                                 (2,967)           (9,790)          3,019          (14,751)
Preferred Stock Dividend Requirement                              (4,148)           (3,760)         (8,282)          (7,584)
Net Loss Attributable to Common Stockholders                 $    (7,115)      $   (13,550)    $    (5,263)     $   (22,335)

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

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                                CONSOLIDATED BALANCE SHEETS
                                          (000's omitted, except per share data)

                                                                                    July 3,         December 31,
                                    ASSETS                                           2005               2004
                                                                                ----------------  -----------------
CURRENT ASSETS:                                                                            (Unaudited)
      Cash and cash equivalents                                                   $       2,573     $        7,108
      Accounts receivable, net of allowances                                             99,150             78,523
      Inventories                                                                       102,140            105,267

         Deferred income taxes                                                  6,573             7,525
      Other current assets                                                               25,829             30,811
                                                                                ----------------  -----------------
          Total current assets                                                          236,265            229,234

PROPERTY, PLANT AND EQUIPMENT, less accumulated
  depreciation and amortization                                                         209,978            227,022

GOODWILL                                                                                 27,384             27,384

DEFERRED INCOME TAXES                                                                    23,160             23,199

OTHER NON-CURRENT ASSETS                                                                 47,430             50,913
                                                                                ----------------  -----------------
          Total assets                                                            $     544,217     $      557,752
                                                                                ================  =================

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Current maturities of long-term debt and capital lease obligations          $       6,157     $        9,445
      Accounts payable                                                                   87,980            100,978
      Accrued expenses                                                                   62,049             55,562
      Restructuring reserves                                                              3,449              4,347
      Income taxes payable                                                                1,591                479
                                                                                ----------------  -----------------
          Total current liabilities                                                     161,226            170,811

LONG TERM DEBT                                                                          558,658            550,551

LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
   BENEFIT PLANS                                                                         63,922             68,882

OTHER LONG-TERM LIABILITIES                                                               3,618              3,684
                                                                                ----------------  -----------------

          Total liabilities                                                             787,424            793,928

REDEEMABLE PREFERRED STOCK, 200,000 shares authorized,
   106,667 shares issued & outstanding                                                  170,536            162,253

STOCKHOLDERS' EQUITY:
      Common stock, $10.00 par value, 100,000 shares authorized,
        53,333 shares issued & outstanding                                                  533                533
      Additional paid in capital                                                         52,800             52,800
      Accumulated other comprehensive loss                                              (29,089)           (19,038)
      Accumulated deficit                                                              (437,987)          (432,724)
                                                                                ----------------  -----------------
          Total stockholders' equity / (deficit)                                       (413,743)          (398,429)
                                                                                ----------------  -----------------
              Total liabilities and stockholders' equity                          $     544,217     $      557,752
                                                                                ================  =================

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

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

                                                                                            For the Six Months Ended
                                                                                       July 3, 2005         July 4, 2004
                                                                                     ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                             (Unaudited)
  Net income (loss)                                                                      $     3,019         $   (14,751)
  Adjustments to reconcile net loss to net cash used in
    operating activities -
      Depreciation and amortization                                                           19,715              22,146
      Special charges                                                                          2,030               1,404
      Loss from early extinguishment of debt                                                      -                5,508
      Deferred income taxes                                                                       -               (3,168)
  Change in operating assets and liabilities:
      Accounts receivable                                                                    (24,397)            (14,210)
      Inventories                                                                             (1,641)             (5,676)
      Accounts payable                                                                        (6,653)                409
      Accrued expenses                                                                         3,973                 621
      Other assets                                                                             3,938               2,814
      Other liabilities                                                                         (529)               (615)
          Net cash used in operating activities                                                 (545)             (5,518)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                       (10,754)             (7,453)
  Proceeds from sale of property                                                                 352               1,076
  Dividends from Formametal S.A.                                                                 669                 608
          Net cash used in investing activities                                               (9,733)             (5,769)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Term B loan                                                                       -              250,000
  Net borrowings (payments) under the revolving line of credit                                 9,700             (42,100)
   Payments of Tranche A loan                                                                      -             (38,706)
   Payments of Tranche B loan                                                                 (1,250)           (130,175)
   Payments of Tranche C loan                                                                      -             (20,000)
   Borrowings of other long-term debt                                                            268               3,656
  Payments of other long-term debt, including capital lease obligations                       (3,437)            (18,136)
  Payment of debt financing costs                                                                (57)             (5,485)
          Net cash provided by (used in) financing activities                                  5,224                (946)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                          519                (614)

DECREASE IN CASH AND CASH EQUIVALENTS                                                         (4,535)            (12,847)

CASH AND CASH EQUIVALENTS, beginning of year                                                   7,108              22,964

CASH AND CASH EQUIVALENTS, end of period                                                 $     2,573         $    10,117

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

                                            U.S. CAN CORPORATION AND SUBSIDIARIES

                                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JULY 3, 2005
                                                        (Unaudited)

(1) PRINCIPLES OF REPORTING

         The consolidated  financial  statements  include the accounts of U.S. Can Corporation (the  "Corporation" or "U.S.
Can"), its wholly owned subsidiary,  United States Can Company ("United States Can"), and United States Can's  subsidiaries
(the  "Subsidiaries").  The  consolidated  group is  referred  to herein  as "the  Company",  "we",  "us",  or  "our".  All
significant  intercompany  balances and transactions have been eliminated.  These financial  statements,  in the opinion of
management,  include  all normal  recurring  adjustments  necessary  for a fair  presentation.  Operating  results  for any
interim  period are not  necessarily  indicative  of  results  that may be  expected  for the full  year.  These  financial
statements should be read in conjunction with the financial  statements and footnotes included in the Corporation's  Annual
Report on Form 10-K for the year ended  December 31, 2004.  Certain  prior year amounts have been  reclassified  to conform
with the 2005 presentation.

STOCK-BASED COMPENSATION

         The Company  periodically  issues  stock  options  under the U.S.  Can 2000  Equity  Incentive  Plan.  The Company
continues  to utilize the  intrinsic  method  under APB Opinion No. 25 to account for its  stock-based  compensation  plan;
therefore, no compensation costs are recognized in the Company's financial statements for options granted.

         In accordance  with Statement of Financial  Accounting  Standards  ("SFAS") No. 148  "Accounting  for  Stock-Based
Compensation - Transition and  Disclosure",  the following  table presents (in thousands) what the Company's net loss would
have been had the Company  determined  compensation  costs using the fair value-based  accounting  method for the three and
six months ended July 3, 2005 and July 4, 2004.

                                               Three Months Ended                      Six Months Ended
                                      -------------------------------------- --------------------------------------

                                         July 3, 2005       July 4, 2004         July 3, 2005      July 4, 2004
                                      -------------------------------------- --------------------------------------

Net Income (Loss)......................$....               $                  $                   $
                                      (2,967)             (9,790)            3,019               (14,751)

Stock-Based Compensation Cost,
   net of tax - fair value method.....(22)..              (26)               (45)                             (56)
                                      -------------------------------------- --------------------------------------

   Pro-Forma Net Income (Loss)...........$..                $                    $                  $
                                        (2,989)            (9,816)           2,974                 (14,807)
                                        ================== ===========================================================

         In  December  2004,  the  Financial  Accounting  Standards  Board  ("FASB")  issued SFAS No. 123  (revised  2004),
"Share-Based  Payment",  which  replaces SFAS No. 123 and supersedes  APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees." SFAS No. 123R requires all share-based  payments to employees,  including grants of employee stock options,  be
recognized in the financial  statements  based on their fair values  beginning with the first interim period after June 15,
2005. In April 2005, the United States  Securities and Exchange  Commission  extended the  implementation  timing  required
under SFAS No. 123R to the  beginning of a  registrant's  next fiscal year,  which is January 1, 2006 for the Company.  The
Company is currently  evaluating  the  requirements  of SFAS No. 123R and has not yet  determined the method of adoption it
will use.  However,  based on the Company's  current  level of annual option grants and the number of unvested  options the
Company had  outstanding  at the end of the second  quarter of 2005,  the Company  does not expect the adoption of SFAS No.
123R to have a material impact on its financial position or results of operations.

(2) SUPPLEMENTAL CASH FLOW INFORMATION

         The Company paid interest of  approximately  $26.9 million and $27.9 million for the six months ended July 3, 2005
and July 4, 2004,  respectively.  The Company  paid $0.2  million in income taxes for the six months ended July 3, 2005 and
$0.7 million for the six months ended July 4, 2004.

(3) SPECIAL CHARGES

2005

         During the first six months of 2005, the Company recorded  restructuring  charges of $2.0 million.  A $0.5 million
charge was  recorded in the first  quarter of 2005 and a $1.5 million  charge was  recorded in the second  quarter of 2005.
During the first quarter of 2005, the Company recorded charges for position  elimination  costs related to the continuation
of an early  termination  program in one European  facility and a product line  profitability  review program in our German
food can business.  The second quarter charges were for European  headquarters  position  elimination costs ($1.0 million),
as well as a  reassessment  of  previously  recorded  reserves for ongoing  facility  costs related to our closed Olive Can
Custom &  Specialty  plant  ($0.5)  million.  Total  cash  payments  in the  first six  months  of 2005  were $2.6  million
(primarily  severance  and facility  shut down costs) and the Company  anticipates  spending  another $6.4 million over the
next  several  years.  The  remaining  reserve  consists  primarily  of employee  termination  benefits  paid over time for
approximately four salaried and 34 hourly employees and other ongoing facility exit costs.

         The table below presents the reserve categories and related activity as of July 3, 2005:

                               January 1,           Additions        Cash Payments             Other (b)       July 3, 2005
                              2005 Balance                                                                        Balance
                              --------------    ---------------
                              ---------------    ---------------    -----------------    ----------------     --------------
   Employee Separation                  $3.2               $1.4              $(1.3)               $(0.3)            $3.0
   Facility Closing Costs                4.1                0.6               (1.3)                 -                3.4
                              ---------------    ---------------    -----------------    ----------------     --------------
                              ---------------    ---------------    -----------------    ----------------     --------------
   Total                                $7.3               $2.0              $(2.6)               $(0.3)            $6.4 (a)
                              ===============    ===============    =================    ================     ==============
                              ==============    =============

(a)      Includes $3.0 million classified as other long-term liabilities as of July 3, 2005.
(b)      Non-cash foreign currency translation impact.

2004

         During the first six months of 2004, the Company recorded  restructuring  charges of $1.4 million. $0.5 million of
the charges  were  recorded in the first  quarter of 2004 and a $0.9 million  charge was recorded in the second  quarter of
2004 related to position  elimination  costs in Europe.  The position  eliminations  consisted of 41 employees  and include
eliminations  related to an early  termination  program in one European  facility and a product line  profitability  review
program in the Company's  German food can business,  which resulted in the Company idling certain of its production  lines.
Total cash  payments  during the first six months of 2004 were $2.5 million  (primarily  severance  and facility  shut down
costs) and the Company  anticipated  spending  another  $6.8 million over the next several  years.  The  remaining  reserve
consisted  primarily  of  employee  termination  benefits  paid  over time for  approximately  six  salaried  and 48 hourly
employees and other ongoing facility exit costs.

         The table below presents the reserve categories and related activity as of July 4, 2004:

                           January 1, 2004          Net              Cash                  July 4,
                               Balance           Additions         Payments              2004 Balance
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Employee Separation                  $4.3                $1.4           $(1.9)                  $3.8
Facility Closing Costs                3.6                 -              (0.6)                   3.0
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Total                                $7.9                $1.4           $(2.5)                  $6.8 (a)
                           =================    =============    =============       ====================
                                   ================    ==============      =================

(a)      Includes $4.4 million classified as other long-term liabilities as of July 4, 2004.

(4) INVENTORIES

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

                                                                                           July 3,         December 31,
                                                                                            2005               2004
         Raw materials........................................................      $          31,623    $        35,849
         Work in process......................................................                 37,253             38,758
         Finished goods.......................................................                 33,264             30,660
                                                                                    $         102,140    $       105,267

(5) COMPREHENSIVE NET LOSS

         The components of accumulated other comprehensive loss are as follows (000's omitted):

                                                                                          July 3,         December 31,
                                                                                            2005              2004
         Foreign Currency Translation Adjustment ...................................        $(11,055)              $220
         Minimum Pension Liability Adjustment.......................................         (18,034)           (19,258)
         Total Accumulated Other Comprehensive Loss.................................           $(29,089)       $(19,038)

         The  components  of  comprehensive  loss for the three and six  months  ended July 3, 2005 and July 4, 2004 are as
follows (000's omitted):
                                                                  Three Months Ended                 Six Months Ended
                                                                 July 3,        July 4,          July 3,           July 4,
                                                                  2005           2004             2005              2004
  Net Income (Loss).........................................    $ (2,967)      $ (9,790)        $  3,019          $(14,751)
  Foreign Currency Translation Adjustment.......................  (6,703)            59          (10,051)           (1,375)
  Comprehensive Loss .......................................    $ (9,670)      $ (9,731)        $ (7,032)         $(16,126)

(6) BENEFIT PLANS

         The Company maintains separate  noncontributory  defined benefit and defined  contribution  pension plans covering
most domestic  hourly  employees and all domestic  salaried  personnel,  respectively.  It is the Company's  policy to fund
accrued pension and defined contribution plan costs in compliance with ERISA or the applicable foreign requirements.

         The net  periodic  pension  cost was as follows for the three months and six months ended July 3, 2005 and July 4,
2004, respectively (000's omitted):

U.S.
                                             For the Three Months Ended                For the Six Months Ended
                                          July 3, 2005        July 4, 2004         July 3, 2005       July 4, 2004
                                        ------------------  ------------------   ----------------- --------------------

  ervice cost.........................          $                   $                                       $
 S                                             321                 252                 $ 642               504
  nterest cost........................
 I                                             716                 686                1,432               1,372
  eturn on assets.....................
 R                                            (729)               (678)              (1,458)             (1,356)
  ecognized loss......................
 R                                             51                   5                  102                 10
  ecognized prior service cost........
 R                                             141                 122                       282           244
                                        ------------------  ------------------   ----------------- --------------------

                                                $                   $                                       $
Net periodic pension cost............          500                 387                $ 1,000              774
                                        ==================  ==================   ================= ====================

Non-U.S.
                                             For the Three Months Ended                For the Six Months Ended
                                          July 3, 2005        July 4, 2004         July 3, 2005       July 4, 2004
                                        ------------------  ------------------   ----------------- --------------------

  ervice cost.........................          $                   $                                       $
 S                                             105                 88                  $ 196               177
  nterest cost........................
 I                                            1,079               1,129                    2,206          2,259
  eturn on assets.....................
 R                                            (893)               (864)                   (1,843)        (1,727)
  ecognized loss......................
 R                                             150                 208                 310                 415
                                        ------------------  ------------------   ----------------- --------------------

                                                $                   $                                       $
Net periodic pension cost............          441                 561                 $ 869              1,124
                                        ==================  ==================   ================= ====================

         The Company provides health and life insurance  benefits for certain domestic retired employees in connection with
collective bargaining agreements.

         Net periodic  postretirement  benefit  costs for the  Company's  U.S.  postretirement  benefit plans for the three
months and six  months  ended  July 3, 2005 and July 4,  2004,  respectively,  included  the  following  components  (000's
omitted):

U.S.
                                            For the Three Months Ended                 For the Six Months Ended
                                         July 3, 2005        July 4, 2004         July 3, 2005       July 4, 2004
                                       ------------------  ------------------    ---------------- --------------------

  ervice cost                                  $                   $                    $                  $
 S                                            98                  87                   196                174
  nterest cost
 I                                            373                 351                  746                702
  ecognized loss
 R                                            80                  48                   160                96
  ecognized prior service cost
 R                                           (213)               (226)                (426)              (452)
                                       ------------------  ------------------    ---------------- --------------------

                                               $                   $                    $                  $
Net periodic pension cost                     338                 260                  676                520
                                       ==================  ==================    ================ ====================

         The Company made $0.3 million in  contributions  to its U.S. based pension plan and $0.5 million of  contributions
to its non-U.S.  based  pension  plans in the second  quarter of 2005.  The Company  previously  disclosed in its financial
statements  for the year ended  December  31, 2004 that it expected to  contribute  approximately  $1.4 million to its U.S.
based  pension plan in 2005.  For the six months ended July 3, 2005,  $0.6 million of  contributions  have been made to the
Company's U.S. based pension plan.  The Company presently  anticipates  contributing an additional $0.8 million to fund its
pension plan in 2005 for a total of  approximately  $1.4  million.  For the six months ended July 3, 2005,  $0.9 million of
contributions  have been made to the Company's  non-U.S.  based pension  plans.  The Company does not  anticipate  its 2005
contributions  to any of its plans to be  significantly  different  from the amount  previously  disclosed in the Company's
consolidated financial statements for the year ended December 31, 2004.

         The Company made payments  under its  postretirement  benefit plan of $0.7 million in the first six months of 2005
and $0.5  million  in the  second  quarter  of  2005.  The  Company  does  not  anticipate  its  2005  payments  under  its
postretirement  benefit  plan  to be  significantly  different  from  the  amount  previously  disclosed  in the  Company's
consolidated financial statements for the year ended December 31, 2004.

 (7) BUSINESS SEGMENTS

         Management  monitors and evaluates  performance,  customer base and market share for four business  segments.  The
Aerosol segment primarily produces steel aerosol  containers in the U.S. for personal care,  household,  automotive,  paint
and industrial  products.  The International  segment produces aerosol cans as well as steel food packaging in Europe.  The
Paint,  Plastic & General Line segment  produces round cans in the U.S. for paint and coatings,  oblong cans for items such
as lighter fluid and turpentine as well as plastic  containers for paint and industrial and consumer  products.  The Custom
& Specialty  segment  produces a wide array of functional  and decorative  tins,  containers and other products in the U.S.
The Company notes that financial  information  used to produce its financial  statements is not recorded or reconciled on a
product line basis, therefore it is not practicable for the Company to disclose revenues by product line.

         The  following is a summary of revenues from external  customers and income (loss) from  operations  for the three
and six month periods ended July 3, 2005 and July 4, 2004, respectively (000's omitted):

                                                                  Three Months Ended                 Six Months Ended

                                                            July 3,         July 4,                July 3,              July 4,
                                                                    2005            2004            2005              2004
  REVENUES FROM EXTERNAL CUSTOMERS:
  Aerosol...................................................      $107,449         $94,173        $212,571          $186,328
  International.............................................        73,582          70,522         153,180           148,920
  Paint, Plastic & General Line.............................        41,443          37,199          78,068            70,625
  Custom & Specialty........................................         7,933           9,915          17,033            19,403
  Total revenues............................................      $230,407        $211,809        $460,852          $425,276

  INCOME (LOSS) BEFORE INCOME TAXES:
  Aerosol...................................................       $16,598         $14,765         $38,352           $29,210
  International.............................................        (1,223)         (2,676)           (720)           (4,246)
  Paint, Plastic & General Line.............................         3,499           4,072           7,890             7,492
  Custom & Specialty........................................         1,274            (482)          3,772              (865)
  Total Segment Income From Operations......................        20,148          15,679          49,294            31,591
  Unallocated Selling, General & Administrative Expenses            (6,393)         (7,210)        (14,448)          (13,554)
  (a)
  Special Charges (b).......................................        (1,517)           (922)         (2,030)           (1,404)
  Other Income (Expense) (c)................................            25              (2)            192               378
  Interest Expense..........................................       (13,913)        (12,865)        (26,853)          (25,582)
  Bank Financing Fees.......................................          (731)         (1,218)         (1,460)           (2,596)
  Loss from Early Extinguishment of Debt....................            -           (5,508)             -             (5,508)
                                                                                                                    $(16,675)
  Loss Before Income Taxes                                         $(2,381)       $(12,046)         $4,695

  (a)  Represents domestic Selling, General & Administrative expenses.  The Company does not allocate these costs to its
  domestic segments.

  (b)  Management does not evaluate segment performance including such charges.  See Note (3) for further information on the
       Company's
      special charges.

  (c)  Other income represents the Company's share of the net income of its joint venture equity investment in Argentina, and
      dividends related to a cost based investment.

 (8) COMMITMENTS AND CONTINGENCIES

Environmental

         United States Can has been named as a potentially  responsible party for costs incurred in the clean-up of the San
Leandro Plume, a regional  groundwater plume partially extending  underneath United Sates Can's former site in San Leandro,
California  and at the M&J  Solvents  site in Georgia.  When the Company  acquired  the San  Leandro  facility,  it assumed
certain  liabilities  subject to  indemnification  by the former  owner / operator  for claims  made on or before  December
1986. The former owner / operator  tendered its  obligations  under the remedial  action order to the Company.  The Company
accepted the tender with  reservation of any legal rights it may have to seek  contribution or  reimbursement.  The Company
is a party to an indemnity  agreement  related to this matter with the current  owner of the  property,  who  purchased the
property from the Company.  In its 1994 agreement  with the current  owner,  the Company agreed to defend and indemnify the
current owner and its successors and assigns for any claims,  including  investigative or remedial action,  required by any
governmental  agency  that  regulates  hazardous  substances.  Neither  the  agreement  with the former  owner nor with the
current  operator  contains any caps or limits.  Extensive soil and  groundwater  investigative  work has been performed on
the San Leandro Plume,  including at the San Leandro site. Currently,  the State of California is overseeing remediation at
an offsite  source of  contamination  of the San Leandro Plume.  Periodically,  the State of California  conducts  regional
sampling to monitor the efficacy of the  remediation.  The Company,  along with other PRPs,  participated  in a coordinated
sampling event in 1999. In November 2002, as part of a larger sampling  scheme,  the State of California  requested that we
sample  existing  monitoring  wells at the San  Leandro  property.  The  Company  completed a round of sampling in December
2002. The 2002 sampling results  generally show that the  concentration  of contamination is declining,  which we view as a
positive  development.  While the State has not yet commented on either the 1999 or the 2002 sampling  results,  we believe
that the source of  contamination is unrelated to our past operations.  The Company  receives  quarterly  invoices from the
State of  California  for its  oversight  work and for the  regional  sampling.  At this  time,  the  Company  is unable to
estimate  reasonably  possible  losses  related to the San  Leandro  site or to the San Leandro  Plume,  but  believes  the
sampling  supports  its  position  that the  groundwater  contamination  in the San Leandro  Plume is unrelated to its past
operation.  To date,  the Company has not been  required to implement  any remedial  action at the San Leandro  site.  With
regard to M & J Solvents,  over 1,000  contributors to the site have been identified.  The initial compliance status report
has not been  finalized  and thus,  the nature,  extent and source of  contamination  is  unknown.  On July 13,  2005,  the
Company,  along with other PRPs,  received a letter from the State of Georgia  requiring  the  submission  of a  compliance
status  report and  corrective  action  plan for the site by  December  31,  2005.  The  Company,  along  with other  PRPs,
participates in a voluntary group that will prepare the required report and plan.

Legal
         The Company is involved in litigation  from time to time in the ordinary  course of our business.  In our opinion,
the litigation is not material to our financial condition or results of operations.

         Local No.  24M of the  Graphics  Communications  International  Union,  the union  representing  employees  at the
Company's  Weirton  facility,  filed an arbitration case challenging the Company's  decision to modify its health care plan
for  retirees.  The Union  contended  that the Company had an obligation to bargain over plan changes and that it failed to
do so. The  Company  contended  that the matter was not  arbitrable,  that it only had an  obligation  to bargain  with the
Union  regarding  benefits for active  employees  represented  by the Union,  and that it had no obligation to bargain with
regard to retiree  benefits.  On  December  22,  2004,  the  arbitrator  issued a decision  finding  that the  dispute  was
arbitrable,  that the Company was obligated to bargain with the Union  regarding  benefits for  retirees,  that the Company
violated its duty to bargain by  unilaterally  modifying  the health care plan as to retirees and that  benefits  under the
health care plan are vested as to retirees.  On March 16,  2005,  the Company  filed a lawsuit  appealing  the  arbitration
decision.  The Union filed an answer to the  complaint  seeking  enforcement  of the  arbitrator's  decision.  Because this
matter  will be  determined  on the  arbitration  record,  the  court  set a  briefing  schedule  for the  parties  to file
cross-motions  for summary  judgment.  Opening  briefs are due on August 8, 2005 and the reply briefs are due  September 8,
2005.  Trial currently is set for January 2006.

(9) SUBSIDIARY GUARANTOR INFORMATION

         The  following  presents  the  condensed  consolidating  financial  data for U.S.  Can  Corporation  (the  "Parent
Guarantor"),  United States Can Company (the "Issuer"),  USC May Verpackungen  Holding Inc.  (the "Subsidiary  Guarantor"),
and the Issuer's European subsidiaries,  including May Verpackungen GmbH & Co., KG (the "Non-Guarantor  Subsidiaries"),  as
of July 3,  2005 and  December  31,  2004 and for the six  months  ended  July 3, 2005 and  July 4,  2004.  Investments  in
subsidiaries  are accounted for by the Parent  Guarantor,  the Issuer 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.  This consolidating  information  reflects the guarantors and non-guarantors of
the 10 7/8% Senior Secured Notes and 12 3/8% Senior Subordinated Notes.

         The 10 7/8% Senior Secured Notes and 12 3/8% Senior  Subordinated  Notes are guaranteed on a full,  unconditional,
unsecured,  senior  subordinated,  joint and several basis by the Parent Guarantor,  the Subsidiary Guarantor and any other
domestic  restricted  subsidiary of the Issuer.  USC May  Verpackungen  Holding Inc.,  which is wholly owned by the Issuer,
currently is the only Subsidiary  Guarantor.  The Parent Guarantor has no assets or operations separate from its investment
in the Issuer.

         Separate  financial  statements of the Issuer or the Subsidiary  Guarantors  have not been presented as management
has  determined  that such  information  is not  material to the holders of the 10 7/8%  Senior  Secured  Notes and 12 3/8%
Senior Subordinated Notes.

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                           FOR THE SIX MONTHS ENDED JULY 3, 2005
                                                        (unaudited)
                                                      (000's omitted)

                                                                    USC May        USC Europe/ May
                                                   United        Verpackungen     Verpackungen GmbH
                                    U.S. Can     States Can        Holding            & Co., KG                       U.S. Can
                                   Corporation    Company         (Guarantor       (Non-Guarantor                   Corporation
                                    (Parent)      (Issuer)      Subsidiaries)       Subsidiaries)     Eliminations  Consolidated
                                   ------------ -------------  ----------------- -------------------- ------------- -------------

NET SALES......................        $    -      $ 307,672        $      -           $ 153,180           $    -      $ 460,852
COST OF SALES..................             -        257,656               -             147,963                -        405,619
     Gross profit..............             -         50,016               -               5,217                -         55,233
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -         14,450                -              5,937                -         20,387
SPECIAL CHARGES................             -            558                -              1,472                -          2,030

OTHER INCOME...................             -   -                           -               (192)               -           (192)
INTEREST (INCOME) EXPENSE......             -         23,856            3,258               (261)               -         26,853
BANK FINANCING FEES............             -          1,460                -                 -                 -          1,460
EQUITY INCOME (LOSS)
  FROM SUBSIDIARIES ...........          3,019        (6,673)           1,000                 -              2,654            -
     Income (loss) before income
taxes                                    3,019         3,019           (2,258)            (1,739)            2,654  4,695
PROVISION FOR
  INCOME TAXES.................             -              -              154              1,522                -   1,676

NET INCOME (LOSS)..............          3,019         3,019           (2,412)            (3,261)            2,654  3,019

PREFERRED STOCK DIVIDEND
  REQUIREMENT..................         (8,282)           -                 -                 -                 -   (8,282)

NET INCOME (LOSS) ATTRIBUTABLE TO                                                                                      $
 COMMON STOCKHOLDERS...........        $(5,263)    $   3,019        $  (2,412)         $  (3,261)          $ 2,654  (5,263)

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                           FOR THE SIX MONTHS ENDED JULY 4, 2004
                                                        (unaudited)
                                                      (000's omitted)

                                                                    USC May        USC Europe/ May
                                                   United        Verpackungen     Verpackungen GmbH
                                    U.S. Can     States Can        Holding            & Co., KG                       U.S. Can
                                   Corporation    Company         (Guarantor       (Non-Guarantor                   Corporation
                                    (Parent)      (Issuer)      Subsidiaries)       Subsidiaries)     Eliminations  Consolidated
                                   ------------ -------------  ----------------- -------------------- ------------- -------------

NET SALES......................        $    -      $ 276,356        $      -           $ 148,920           $    -      $ 425,276
COST OF SALES..................             -        240,514               -             146,482                -        386,996
     Gross profit..............             -         35,842               -               2,438                -         38,280
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -         13,555                -              6,688                -         20,243
SPECIAL CHARGES................             -             -                 -              1,404                -          1,404
OTHER INCOME...................             -           (224)               -               (154)               -           (378)
INTEREST EXPENSE...............             -         22,025            2,706                851                -         25,582
BANK FINANCING FEES............             -          2,384                -                212                -          2,596
LOSS FROM EARLY EXTINGUISHMENT OF
  DEBT.........................             -          5,508                -                 -                 -          5,508
EQUITY LOSS
  FROM SUBSIDIARIES ...........        (14,751)      (10,042)          (1,816)                -             26,609            -

     Loss before income taxes          (14,751)      (17,448)          (4,522)            (6,563)           26,609  (16,675)
PROVISION FOR
  INCOME TAXES.................             -         (2,697)               -                773                -   (1,924)

NET LOSS.......................        (14,751)      (14,751)          (4,522)            (7,336)           26,609  (14,751)

PREFERRED STOCK DIVIDEND
  REQUIREMENT..................         (7,584)           -                -                  -                 -   (7,584)

NET LOSS ATTRIBUTABLE TO COMMON                )                                                                       $
 STOCKHOLDERS..................        $(22,335    $ (14,751)       $  (4,522)         $  (7,336)          $26,609  (22,335)

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                                           CONDENSED CONSOLIDATING BALANCE SHEET
                                                    AS OF JULY 3, 2005
                                                        (unaudited)
                                                      (000s omitted)

                                                                     USC May       USC Europe/ May
                                                                  Verpackungen       Verpackungen
                                  U.S. Can     United States         Holding             GmbH                            U.S. Can
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)     Eliminations     Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $       -     $        274      $           -       $      2,299       $       -      $      2,573
     Accounts receivable......             -          69,335                   -            29,815                -           99,150
     Inventories..............             -          65,751                   -            36,389                -          102,140
     Deferred income taxes....             -           6,573                   -                 -                -            6,573
     Other current assets.....             -           8,041                   -            17,788                -           25,829
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         149,974                   -            86,291                -          236,265
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         122,720                   -            87,258                -          209,978
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          22,867                   -               293                -           23,160
OTHER NON-CURRENT ASSETS......             -          35,245                   -            12,185                -           47,430
INTERCOMPANY
  ADVANCES....................             -         293,925                   -                 -         (293,925)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             60,053                 -          (60,053)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    652,115      $       60,053      $    186,027       $ (353,978)    $    544,217
                                ============== ===============  ================== =================  ============== ==================
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $      3,803      $           -       $      2,354       $       -      $      6,157
     Accounts payable.........             -          41,343                   -            46,637                -           87,980
     Restructuring reserves...             -             998                   -             2,451                -            3,449
     Income taxes payable.....             -               -                   -             1,591                -            1,591
     Accrued Expenses.........             -          48,523                   -            13,526                -           62,049
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          94,667                   -            66,559                -          161,226
liabilities...................
TOTAL LONG TERM DEBT..........           854         557,804                   -                 -                -          558,658
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          39,343                 896            23,683                -           63,922
OTHER LONG-TERM
  LIABILITIES.................             -           2,628                   -               990                -            3,618
PREFERRED STOCK...............       170,536               -                   -                 -                -          170,536
INTERCOMPANY LOANS............       112,056               -             130,218            51,651         (293,925)               -
INVESTMENT IN
  SUBSIDIARIES................       130,297          87,970                   -                  -        (218,267)                -
STOCKHOLDERS' EQUITY /
  (DEFICIT)...................      (413,743)       (130,297)            (71,061)           43,144          158,214         (413,743)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    652,115      $       60,053      $    186,027       $ (353,978)    $    544,217
and
            stockholders'
equity........................
                                ============== ===============  ================== =================  ============== ==================

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                           CONDENSED CONSOLIDATING BALANCE SHEET
                                                  AS OF DECEMBER 31, 2004
                                                        (unaudited)
                                                      (000s omitted)
                                                                     USC May

                                                                                    USC Europe/May
                                                                  Verpackungen       Verpackungen
                                  U.S. Can     United States         Holding             GmbH                            U.S. Can
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)     Eliminations     Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $       -     $        927      $           -       $      6,181       $       -      $      7,108
     Accounts receivable......             -          50,115                   -            28,408                -           78,523
     Inventories..............             -          62,861                   -            42,406                -          105,267
     Deferred income taxes....             -           6,660                   -               865                -            7,525
     Other current assets.....             -           8,376                   -            22,435                -           30,811
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         128,939                   -           100,295                -          229,234
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         126,418                   -           100,604                -          227,022
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          22,867                   -               332                -           23,199
OTHER NON-CURRENT ASSETS......             -          36,715                   -            14,198                -           50,913
INTERCOMPANY
  ADVANCES....................             -         286,028                   -                 -         (286,028)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             64,954                 -          (64,954)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    628,351      $       64,954      $    215,429       $ (350,982)    $    557,752
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $      3,965      $           -       $      5,480       $       -      $      9,445
     Accounts payable.........             -          41,716                   -            59,262                -          100,978
     Restructuring reserves...             -           1,947                   -             2,400                -            4,347
     Income taxes payable.....             -               -                   -               479                -              479
     Other current liabilities             -          39,244                   -            16,318                -           55,562
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          86,872                   -            83,939                -          170,811
liabilities...................
TOTAL LONG TERM DEBT..........           854         549,697                   -                 -                -          550,551
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          41,652                 591            26,639                -           68,882
OTHER LONG-TERM
  LIABILITIES.................             -           2,782                   -               902                -            3,684
PREFERRED STOCK...............       162,253               -                   -                 -                -          162,253
INTERCOMPANY LOANS............       112,057               -             127,111            46,860         (286,028)               -
INVESTMENT IN
  SUBSIDIARIES................       123,265          70,613                   -                  -        (193,878)                -
STOCKHOLDERS' EQUITY /
  (DEFICIT)...................      (398,429)       (123,265)            (62,748)           57,089          128,924         (398,429)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $       -     $    628,351      $       64,954      $    215,429       $ (350,982)    $    557,752
and
            stockholders'
equity........................
                                ============== ===============  ================== =================  ============== ==================

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- (Continued)

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                           FOR THE SIX MONTHS ENDED JULY 3, 2005
                                                        (unaudited)
                                                       (000s omitted)

                                               U.S. Can        United          USC May
                                                                            Verpackungen      USC Europe / May
                                                             States Can        Holding          Verpackungen        U.S. Can
                                              Corporation     Company        (Subsidiary       (Non-Guarantor     Corporation
                                               (Parent)       (Issuer)       Guarantor)         Subsidiaries)     Consolidated
                                             -------------- ------------- ------------------ -------------------- -------------

CASH FLOWS PROVIDED BY (USED IN) OPERATING       $     -        $
  ACTIVITIES................................................6,124              $  (2,420)           $ (4,249)        $    (545)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (7,558)             -               (3,196)          (10,754)
  Proceeds from sale of property.......................-.....        120              -                  232               352
  Dividends from Formametal S.A........................-.....        669              -                    -               669
      Net cash used for investing activities...........-.....     (6,769)             -               (2,964)           (9,733)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances.....................-.....     (7,896)          2,420               5,476                 -
  Net borrowings under revolving line of               -           9,700
    credit...................................................                         -                    -             9,700
  Payments of Tranche B loan...........................-.....     (1,250)             -                    -            (1,250)
  Payments of other long-term debt.....................-.....       (773)             -               (2,664)           (3,437)
  Borrowings of other debt.............................-.....        268              -                    -               268
  Payments of debt financing costs.....................-.....        (57)             -                    -               (57)
      Net cash provided by (used in)                   -              (8)
financing
     Activities..............................................                      2,420               2,812             5,224
EFFECT OF EXCHANGE RATE CHANGES ON CASH................-.....          -              -                  519               519
DECREASE IN CASH AND                                   -            (653)
  CASH EQUIVALENTS...........................................                         -               (3,882)           (4,535)
CASH AND CASH EQUIVALENTS, beginning of                -             927
  period.....................................................                         -                6,181             7,108
CASH AND CASH EQUIVALENTS, end of period.........$.....-.....   $    274       $      -             $  2,299         $   2,573

                                           U.S. CAN CORPORATION AND SUBSIDIARIES
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- (Continued)

                                      CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                           FOR THE SIX MONTHS ENDED JULY 4, 2004
                                                        (unaudited)
                                                      (000s omitted)

                                                                               USC May            Restated
                                                               United       Verpackungen      USC Europe / May      Restated
                                               U.S. Can      States Can        Holding          Verpackungen        U.S. Can
                                              Corporation     Company        (Subsidiary       (Non-Guarantor     Corporation
                                               (Parent)       (Issuer)       Guarantor)         Subsidiaries)     Consolidated
                                             -------------- ------------- ------------------ -------------------- -------------

CASH FLOWS (USED IN) PROVIDED BY OPERATING       $     -        $     55
  ACTIVITIES.................................................                  $  (4,528)           $ (1,045)        $  (5,518)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (6,133)             -               (1,320)           (7,453)
  Proceeds from sale of property.......................-.....      1,019              -                   57             1,076
  Dividends from Formametal S.A........................-.....        608              -                    -               608
      Net cash used in investing activities............-.....     (4,506)             -               (1,263)           (5,769)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances.....................-.....    (19,360)          4,528              14,832                 -
  Proceeds from Term B loan............................-.....    250,000              -                    -           250,000
  Net payments under revolving line of                 -         (42,100)
credit.......................................................                         -                    -           (42,100)
  Payments of Tranche A loan...........................-.....    (38,706)             -                    -           (38,706)
  Payments of Tranche B loan...........................-.....   (130,175)             -                    -          (130,175)
  Payments of Tranche C loan...........................-.....    (20,000)             -                    -           (20,000)
  Payments of other long-term debt.....................-.....     (1,614)             -              (16,522)          (18,136)
  Borrowings of other long-term debt...................-.....          -              -                3,656             3,656
  Payments of debt financing costs.....................-.....     (5,485)             -                    -            (5,485)
      Net cash (used in) provided by                   -          (7,440)
financing
     Activities..............................................                      4,528               1,966              (946)
EFFECT OF EXCHANGE RATE CHANGES ON CASH................-.....          -              -                 (614)             (614)
DECREASE IN CASH AND                                   -         (11,891)
  CASH EQUIVALENTS...........................................                         -                 (956)          (12,847)
CASH AND CASH EQUIVALENTS, beginning of                -          16,854
  period.....................................................                         -                6,110            22,964
CASH AND CASH EQUIVALENTS, end of period.........$.....-.....   $  4,963       $      -             $  5,154         $  10,117

 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 financial  statements  and footnotes  contained
within this  report and the  Corporation's  Annual  Report on Form 10-K for the fiscal  year ended  December  31, 2004 (see
"Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein).

Use of Estimates; Critical Accounting Policies

         The preparation of consolidated  financial statements in conformity with accounting  principles generally accepted
in the United States requires  management to make estimates and assumptions  that affect the reported amounts of assets and
liabilities,  disclosure of contingent  assets and  liabilities  at the date of the financial  statements  and the reported
amounts of revenue and expenses during the reporting period.  The Company's critical  accounting  policies are described in
Note (2) to the audited  Consolidated  Financial  Statements  contained within the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2004, as supplemented by Note (1) to these financial statements.

Results of Operations

Three months ended July 3, 2005, as compared to the three months ended July 4, 2004
         The following  table presents the Company's  Revenue and Gross Profit by segment for the second quarter of 2005 as
compared to the second quarter of 2004

                                           For the quarterly period ended July 3, 2005 and July 4, 2004
                                   -----------------------------------------------------------------------------
                                              Revenue                   Gross Profit        Percentage to Sales
                                   -----------------------------------------------------------------------------
                                         2005           2004          2005          2004      2005      2004
                                   -----------------------------------------------------------------------------

Aerosol                               $   107,449     $ 94,173      $ 16,598      $ 14,765    15.4%     15.7%

International                             73,582          70,522        1,863       553        2.5%      0.8%
Paint, Plastic & General Line             41,443          37,199        3,499         4,072    8.4%     10.9%

Custom & Specialty                         7,933          9,915         1,274      (482)      16.1%     (4.9)%
                                   ----------------------------------------------------------
    Total                             $  230,407      $ 211,809     $ 23,234      $ 18,908    10.1%     8.9%
                                   ==========================================================

         Consolidated  net sales for the second  quarter  ended July 3, 2005 were  $230.4  million  as  compared  to $211.8
million in 2004, an increase of $18.6  million or 8.8%.  Along  business  segment  lines,  Aerosol net sales for the second
quarter of 2005  increased to $107.5  million from $94.2 million for the same period in 2004, a 14.1%  increase,  due to an
increase in aerosol  volume ($3.8  million) and increased can prices  resulting from increased raw material costs that were
passed on to  customers,  and changes in customer  and product mix ($9.5  million).  International  net sales  increased to
$73.6  million  for the second  quarter of 2005 from $70.5  million  for the second  quarter of 2004,  an  increase of $3.1
million or 4.3%.  The  increase  was due to the  positive  impact of the  translation  of sales made in foreign  currencies
based upon using the same average U.S.  dollar  exchange  rates in effect during the second  quarter of 2004 ($2.7 million)
and the positive  impact of a change in prices and customer and product mix ($8.0  million)  offset by a decrease in volume
($7.6  million).  Paint,  Plastic & General Line net sales  increased  $4.2 million to $41.4 million for the second quarter
of 2005 from $37.2  million for the second  quarter of 2004.  This  increase was  primarily  due to increased  volume ($5.4
million)  partially  offset by the negative  impact of customer and product mix ($1.2  million).  In the Custom & Specialty
segment,  sales  decreased  $2.0 million  from $9.9  million for the second  quarter of 2004 to $7.9 million for the second
quarter of 2005, driven primarily by a decline in volume.

          Consolidated  gross profit  increased  $4.3  million for the quarter  ended July 3, 2005 from the same quarter in
2004.  Along  business  segment lines,  Aerosol gross profit dollars  increased by $1.8 million and the percentage to sales
remained  relatively  flat versus the second  quarter of 2004.  The increase in Aerosol gross profit  dollars was due to an
increase  in volume in the second  quarter of 2005  versus the same  period of 2004 and  improved  pricing  and product and
customer  mix. The  International  segment  gross  profit  increased  $1.3  million  versus the same period in 2004 and the
percentage  to sales  increased  to 2.5% from 0.8%.  The  increase  in  International  gross  profit was  primarily  due to
improved  pricing and product and customer  mix. The Paint,  Plastic & General Line  segment  gross profit  decreased  $0.6
million  versus the same period in 2004.  The  percentage to net sales  decreased  from 10.9% in 2004 to 8.4% in 2005.  The
decrease in dollars and percentage was due to customer and product mix,  partially offset by increased  volume.  The Custom
& Specialty  segment  gross profit  increased to $1.3 million in the second  quarter of 2005,  compared to a loss of ($0.5)
million in the second  quarter of 2004.  The  increase  was driven  primarily by cost  reduction  programs and  operational
improvements  associated  with the 2004 closing of the Company's New Castle,  PA lithography  and the Elgin, IL (Olive Can)
Custom & Specialty plants.

         Selling,  general  and  administrative  costs were $9.5  million  or 4.1% of sales in the  second  quarter of 2005
compared  to $10.4  million or 4.9% of sales in the second  quarter of 2004.  The 2005  decrease  in  selling,  general and
administrative  costs versus the second quarter of 2004,  was primarily due to $1.2 million  recorded in the second quarter
of 2004 for severance payments to be made over time to the Company's former Chief Executive Officer.

         During the second quarter of 2005, the Company recorded  restructuring charges of $1.5 million. The second quarter
charges were for European  headquarters  position elimination costs ($1.0 million), as well as a reassessment of previously
recorded  reserves for ongoing  facility  costs  related to our closed Olive Can Custom & Specialty  plant ($0.5)  million.
Total cash  payments in the second  quarter of 2005 were $1.4 million  (primarily  severance  and facility shut down costs)
and the Company  anticipates  spending  another $6.4 million over the next several years.  The remaining  reserve  consists
primarily of employee  termination  benefits paid over time for  approximately  four  salaried and 34 hourly  employees and
other ongoing facility exit costs.

                                 April 3, 2005        Additions        Cash Payments          Other (b)           July 3,
                                    Balance                                                                     2005 Balance
                                 ---------------    ---------------    ---------------     ----------------    ---------------
                                 ---------------    ---------------    ---------------     ----------------    ---------------
    Employee Separation                    $3.0               $1.0              $(0.8)              $(0.2)           $3.0
    Facility Closing Costs                  3.5                0.5               (0.6)                -               3.4
                                 ---------------    ---------------    ---------------     ----------------    ---------------
                                 ---------------    ---------------    ---------------     ----------------    ---------------
    Total                                  $6.5               $1.5              $(1.4)              $(0.2)           $6.4 (a)
                                 ===============    ===============    ===============     ================    ===============
                                 ===============    ===============    ===============     ================    ===============

(a)      Includes $3.0 million classified as other long-term liabilities as of July 3, 2005.
(b)      Non-cash foreign currency translation impact.

         Interest  expense in the second quarter of 2005 increased  8.1%, or $1.0 million,  versus the same period of 2004.
The increase is due primarily to higher interest rates ($0.8 million) and higher average  borrowings  ($0.2 million) during
the period.  Bank  financing  fees for the second  quarter of 2005 were $0.7  million as  compared to $1.2  million for the
second  quarter of 2004.  The  decrease  in bank  financing  fees is due to lower  fees and  expenses  associated  with the
Company's  new  Credit  Facility  entered  into in June 2004,  which are being  amortized  over the life of the  applicable
borrowings,  versus the fees and expenses  previously  being  amortized in  conjunction  with the  Company's  former Senior
Secured Credit Facility.

         In the second  quarter of 2004,  the Company  recorded a loss from early  extinguishment  of debt of $5.5  million
associated  with the  termination of the Company's  Senior Secured Credit  Facility.  The loss  represented the unamortized
deferred financing costs related to the Senior Secured Credit Facility.

         Income tax expense was $0.6  million for the second  quarter of 2005 versus an income tax benefit of $2.3  million
for the second quarter of 2004.  Prior to 2005,  the Company  recorded  valuation  allowances as it could not conclude that
it was "more likely than not" that all of the deferred  tax assets of its  domestic  operations  and certain of its foreign
operations  would be realized in the foreseeable  future.  Accordingly,  the Company did not record income taxes related to
the second quarter of 2005 and 2004 for the applicable operations.

         Payment in kind  dividends of $4.1 million and $3.8 million on the  redeemable  preferred  stock were recorded for
the second quarters of 2005 and 2004, respectively.

Six-month period ended July 3, 2005, as compared to the six month period ended July 4, 2004

         The following  table  presents the Company's  Revenue and Gross Profit by segment for the six months ended July 3,
2005 as compared to the six months ended July 4, 2004.

                                          For the six month periods ended July 3, 2005 and July 4, 2004
                                   -----------------------------------------------------------------------------
                                               Revenue                   Gross Profit          Percentage to
                                                                                                   Sales
                                   -----------------------------------------------------------------------------
                                         2005            2004          2005         2004       2005     2004
                                   -----------------------------------------------------------------------------

Aerosol                               $   212,571     $ 186,328      $ 38,352      $ 29,210    18.0%    15.7%
International                            153,180          148,920        5,219        2,443     3.4%     1.6%

Paint, Plastic & General Line              78,068          70,625        7,890      7,492      10.1%    10.6%

Custom & Specialty                         17,033          19,403         3,772     (865)      22.1%    (4.5)%
                                   ----------------------------------------------------------
    Total                             $   460,852     $ 425,276      $ 55,233      $ 38,280    12.0%    9.0%
                                   ==========================================================

         Net sales for the  six-month  period ended July 3, 2005,  totaled  $460.9  million,  an 8.4%  increase  versus the
corresponding  period in 2004.  Along business  segment lines,  Aerosol net sales increased $26.2 million to $212.6 million
in the first half of 2005  versus  $186.3  million in the same  period of 2004,  a 14.1%  increase,  due to an  increase in
aerosol can prices  resulting from  increased raw material costs that were passed on to customers,  and changes in customer
and product mix ($20.5 million) and increased unit volume ($5.7 million).  International  sales increased to $153.2 million
for the first half of 2005 from  $148.9  million  for the first half of 2004,  an  increase  of $4.3  million or 2.9%.  The
increase was due to the positive  impact of the translation of sales made in foreign  currencies  based upon using the same
average U.S dollar  exchange  rates in effect  during the first half of 2004 ($6.2  million) and the  positive  impact of a
change in prices and  customer  and  product  mix ($14.8  million)  substantially  offset by a  decrease  in volume  ($16.7
million).  Paint,  Plastic & General Line segment sales  increased  10.5% to $78.1 million for the first six months of 2005
from $70.6 million for the same period in 2004.  This  increase was due primarily to an increase in volume ($5.0  million),
and  increasing  prices in our plastics and paint and general line  businesses  due to raw material  cost  increases  ($2.5
million).  Custom & Specialty  sales of $17.0 million  decreased from the $19.4 million for the first half of 2004,  driven
primarily by a decline in volume ($4.8 million), partially offset by increased prices.

          Consolidated  gross  profit  increased  $17.0  million  for the first half of 2005 from the same  period in 2004.
Along  business  segment  lines,  Aerosol  gross  profit  dollars  increased by $9.1  million and the  percentage  to sales
increased  2.3% to 18.0% for the first half of 2005.  The increase in Aerosol  gross profit  dollars was due to an increase
in volume in the first half of 2005 versus the same period of 2004 and improved  pricing and product and customer  mix. The
International  segment  gross profit  increased  $2.8 million  versus the same period in 2004 and the  percentage  to sales
increased to 3.4% from 1.6%. The increase in International  gross profit was primarily due to operational  efficiencies and
improved  pricing and product and customer mix ($3.1  million)  partially  offset by decreased  International  volume ($0.3
million).  The Paint,  Plastic & General Line segment gross profit  increased  $0.4 million  versus the same period in 2004
and the  percentage  to net sales  decreased  from 10.6% in the first half of 2004 to 10.1% in the first half of 2005.  The
change in dollars was due to higher  volume in our  plastics  business,  while the  percentage  was impacted by a change in
demand to less  profitable  product  lines.  The Custom & Specialty  segment gross profit  increased to $3.8 million in the
first half of 2005,  compared to a loss of ($0.9) million in the first half of 2004.  The increase was driven  primarily by
cost reduction  programs and  operational  improvements  associated  with the 2004 closing of the Company's New Castle,  PA
lithography and the Elgin, IL (Olive Can) Custom & Specialty plants.

         Selling,  general,  and  administrative  expenses  were $20.4  million in the first half of 2005,  a $0.1  million
increase in comparison to the same period of 2004.  The  percentage to sales  decreased from 4.8% in the first half of 2004
to 4.4% for the same period in 2005.

         During the first half of 2005, the Company recorded  restructuring  charges of $2.0 million. A $0.5 million charge
was recorded in the first  quarter of 2005 and a $1.5 million  charge was  recorded in the second  quarter of 2005.  During
the first quarter of 2005, the Company  recorded charges for position  elimination  costs related to the continuation of an
early termination  program in one European facility and a product line profitability  review program in our German food can
business.  The second quarter charges were for European  headquarters position elimination costs ($1.0 million), as well as
a  reassessment  of  previously  recorded  reserves  for ongoing  facility  costs  related to our closed Olive Can Custom &
Specialty  plant  ($0.5)  million.  Total  cash  payments  in the first six  months  of 2005 were $2.6  million  (primarily
severance and facility  shut down costs) and the Company  anticipates  spending  another $6.4 million over the next several
years.  The remaining  reserve  consists  primarily of employee  termination  benefits paid over time for  approximately  4
salaried and 34 hourly employees and other ongoing facility exit costs.
         The table below presents the reserve categories and related activity as of July 3, 2005:

                               January 1,           Additions        Cash Payments             Other (b)          July 3,
                                                                                                                    2005
                              2005 Balance                                                                        Balance
                              --------------    ---------------
                              ---------------    ---------------    -----------------    ----------------     --------------
   Employee Separation                  $3.2               $1.4              $(1.3)               $(0.3)            $3.0
   Facility Closing Costs                4.1                0.6               (1.3)                 -                3.4
                              ---------------    ---------------    -----------------    ----------------     --------------
                              ---------------    ---------------    -----------------    ----------------     --------------
   Total                                $7.3               $2.0              $(2.6)               $(0.3)            $6.4 (a)
                              ===============    ===============    =================    ================     ==============
                              ==============    =============

(a)      Includes $3.0 million classified as other long-term liabilities as of July 3, 2005.
(b)      Non-cash foreign currency translation impact.

         Interest  expense in the first half of 2005 increased  5.0%, or $1.3 million,  versus the same period of 2004. The
increase is due primarily to higher  interest rates and higher average  borrowings  during the period.  Bank financing fees
for the first half of 2005 were $1.5  million as  compared  to $2.6  million  for the first half of 2004.  The  decrease in
bank financing fees is due to lower fees and expenses  associated  with the Company's new Credit  Facility  entered into in
June 2004, which are being amortized over the life of the applicable  borrowings,  versus the fees and expenses  previously
being  amortized in conjunction  with the Company's  former Senior  Secured  Credit  Facility.  As discussed  earlier,  the
Company also recorded a loss from early  extinguishment  of debt of $5.5 million in 2004 associated with the termination of
the Company's Senior Secured Credit Facility.

         The Company  recorded an income tax expense of $1.7  million for the first half of 2005 versus  income tax benefit
of $1.9  million for the first half of 2004.  Prior to 2005,  the Company  recorded  valuation  allowances  as it could not
conclude that it was "more likely than not" that all of the deferred tax assets of its domestic  operations  and certain of
its foreign operations would be realized in the foreseeable  future.  Accordingly,  the Company did not record income taxes
related to the first half of 2005 and 2004 for the applicable operations.

         Payment in kind  dividends of $8.3 million and $7.6 million on the  redeemable  preferred  stock were  recorded in
the first half of 2005 and 2004, respectively.

Liquidity and Capital Resources

         During the first half of 2005,  liquidity  needs were met through cash on hand and borrowings  under the Company's
revolving line of credit.  Principal  liquidity needs included operating costs,  working capital and capital  expenditures.
Cash flow used by  operations  was $0.5  million  for the six  months  ended July 3,  2005,  compared  to cash used of $5.5
million for the six months ended July 4, 2004.  The  decreased  use of cash in  operations is due primarily to improved net
income.

         Other net cash used in  operations  during the first  half of 2005  included  decreases  in other  current  assets
primarily related to the Company's  European  factoring  arrangements  ($4.1 million) and higher accrued expenses primarily
related to higher accrued payroll ($5.4 million) and employee  benefits ($2.9 million)  partially offset by decreased taxes
payable  ($1.8  million).  These items were  partially  offset by higher  accounts  receivable  related to increased  sales
volumes in the first six  months of 2005 and  higher can prices  resulting  from  increased  raw  material  costs that were
passed on to customers  along with  decreased  accounts  payable due to increased  raw material  purchases at year-end that
were paid during the first six months of 2005.

         During 2004, many domestic and foreign steel suppliers began experiencing  increased raw material costs which they
passed on to their  customers,  including  the Company.  The price  increases  took the form of  surcharges  and base price
increases.  During 2005,  the Company has incurred  price  increases  from its steel  suppliers for as much as 26%. This is
in addition to  significant  increases  received in fiscal year 2004.  Many of our domestic  and some of our  international
multi-year  supply  agreements with our customers  permit us to pass through  tin-plate price increases and, in some cases,
other raw  material  costs.  In response to the  unprecedented  steel cost  increases,  the Company  increased  its selling
prices during 2004 and has  implemented  significant  price increases in 2005. The Company has generally been successful in
passing along the majority of the steel cost increases to our  customers.  However,  future steel  surcharges or base price
increases  could occur and the  Company  cannot  predict  with  certainty  its ability to pass along  future  increases  to
customers or how its customers or competitors will respond to such increases.  Additionally,  customer  contracts may limit
pass-throughs and also may require us to match other competitive bids.

         Net cash used in  investing  activities  was $9.7  million for the first half of 2005 as compared to $5.8  million
used in investing  activities for the first half of 2004. First half 2005 investing  activities include capital spending of
$10.8 million offset by proceeds  received from the sale of property of $0.4 million and dividends from  Formametal S.A. of
$0.7  million.  Proceeds  received from the sale of property  during the first half of 2004 are  primarily  composed of the
payment received for the March 2004 sale of the Company's closed Dallas, Texas facility.

         Net cash  provided by financing  activities  in the first half of 2005 was $5.2  million,  versus net cash used in
financing activities of $0.9 million for the same period in 2004.

         At July 3, 2005,  $9.7 million was  outstanding  under the $65.0 million  revolving  loan portion of the Company's
Credit  Facility.  Letters of Credit of $15.1  million were also  outstanding  securing  the  Company's  obligations  under
various insurance  programs and other contractual  agreements.  In addition,  the Company had $2.6 million of cash and cash
equivalents at quarter end 2005.

         During the second quarter of 2004, the Company entered into a Credit Agreement among U.S. Can Corporation,  United
States Can Company and Various Lending  Institutions  with Deutsche Bank Trust Company  Americas as  Administrative  Agent,
dated as of June 21, 2004 ("Credit Facility").

         As required under the terms of the Credit  Facility,  the Company used the $250.0 million  initial Term B proceeds
to repay in full all amounts  outstanding  under the Company's  former Senior  Secured  Credit  Facility and a secured term
loan of $16.5 million, secured by a mortgage on the Company's Merthyr Tydfil, U.K facility.

         The Company paid  approximately  $5.5 million of fees and expenses related to the new Credit Facility through July
4, 2004. In addition,  the Company  wrote off $5.5 million of remaining  deferred  financing  fees related to the Company's
former Senior Secured Credit Facility.

         At July 4, 2004,  the Company did not have any  borrowings  outstanding  under its $65.0  million  revolving  loan
portion of the Credit  Facility.  Letters of Credit of $12.9 million were  outstanding  securing the Company's  obligations
under various  insurance  programs and other contractual  agreements,  which reduced the Company's  availability  under its
revolving credit facility.  In addition, the Company had $10.1 million of cash and cash equivalents at quarter end 2004.

         The Credit Facility,  the 10 7/8% Senior Secured Notes and the 12 3/8% Senior  Subordinated Notes contain a number
of financial  and  restrictive  covenants.  Under our Credit  Facility,  the Company is required to meet certain  financial
tests,  including  achievement  of a minimum  interest  coverage  ratio,  a maximum  leverage  ratio,  a maximum first lien
leverage ratio and maximum annual capital  expenditures.  The restrictive  covenants  limit the Company's  ability to incur
debt, pay dividends or make distributions,  repurchase debt and to make certain loans,  investments or acquisitions.  As of
July 3, 2005,  the Company was in  compliance  with all of the  required  financial  ratios and other  covenants  under the
aforementioned facilities.

         At existing levels of operations,  cash from operations together with amounts available under the revolving credit
facility,  are  expected to be  adequate to meet  anticipated  debt  service  requirements,  restructuring  costs,  capital
expenditures  and working capital needs.  Future  operating  performance,  unexpected  capital  expenditures,  investments,
acquisitions  and the ability to service or refinance the notes,  to service,  extend or refinance the Credit  Facility and
to redeem or refinance our preferred  stock will be subject to future  economic  conditions and to financial,  business and
other factors, many of which are beyond management's control.

         The Company's Credit Facility permits, from time to time and subject to certain conditions,  the redemption of the
subordinated  debt.  The  Company  intends  to  pursue  opportunistic   repurchases  of  its  outstanding  12  3/8%  Senior
Subordinated  Notes as time and  circumstances  permit,  subject to market  conditions,  the  trading  price of the 12 3/8%
Senior Subordinated Notes and the terms of the Company's Credit Facility and Senior Secured Notes.

         The Company  continually  evaluates  all areas of its  operations  for ways to improve  profitability  and overall
Company  performance.  In connection with these  evaluations,  management  considers  numerous  alternatives to enhance the
Company's  existing  business  including,  but  not  limited  to  acquisitions,  divestitures,  capacity  realignments  and
alternative capital structures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Management believes  the Company's exposure to market risk has not changed significantly since year-end 2004.

Item 4. Controls and Procedures

         As of July 3, 2005, the Company's management,  with the participation of the Company's Chief Executive Officer and
Chief Financial  Officer,  evaluated the  effectiveness of the design and operations of the Company's  disclosure  controls
and  procedures  (as defined in Rule  13a-15(e)  under the  Securities  Exchange Act of 1934, as amended).  Based upon that
evaluation,  the Chief Executive  Officer and Chief  Financial  Officer  concluded,  as of July 3, 2005, that the Company's
disclosure  controls and procedures  were effective for recording,  processing,  summarizing  and reporting the information
the Company discloses in the reports that the Company files with the Commission.

         Except as set forth below,  during the quarter ended July 3, 2005,  there was no change in the Company's  internal
controls over financial  reporting that materially  affected,  or was reasonably likely to materially affect, the Company's
internal controls over financial reporting.

         As reported in the  Company's  December  31, 2003 10-K/A,  in November  2004,  as a result of inquiries  regarding
accounting and financial  reporting issues at its Laon, France facility,  the Company  determined that it would restate its
financial   statements  for  the  years  ended  December  2002  and  2003,  and  the  quarter  ended  April  4,  2004  (the
"Restatement").  In connection with the  Restatement  and in connection with the preparation of this report,  the Company's
auditors,  Deloitte & Touche LLP,  delivered a letter to the  Company  regarding  "material  weaknesses"  in the  Company's
internal controls concerning  oversight of its European operations,  in particular its Laon, France facility.  As described
below, the Company has begun to take corrective action to address this weakness.

         In connection with the Restatement process and the inquiry by the Audit Committee,  the Company has carried out an
evaluation,  under the supervision and with the participation of its Chief Executive  Officer and Chief Financial  Officer,
of the  effectiveness  of the design and  operation  of the  Company's  disclosure  controls and  procedures,  including an
evaluation of such controls and  procedures at a number of its other  facilities,  and has concluded  that the controls and
procedures at such other facilities,  and at the Company's  corporate  headquarters,  are superior to those that existed at
its Laon, France facility.

         The Company has initiated the  implementation  of various  measures to  strengthen  its internal  controls and has
added more structure to the financial  oversight of its European  operations,  including its facility in Laon,  France.  In
particular,  the Company has  implemented  and intends on  implementing  the  following  plans to  strengthen  its internal
controls and add more structure to the financial oversight of its European operations:

|X|      In December 2004, the Company hired a new Finance  Director for its Laon,  France  facility.  The Company has also
              provided additional training and has hired international corporate resources.
|X|      The Company has hired an internal  auditor to provide  internal  audit  services  for the Company,  including  the
              Company's European operations.
|X|      The Company  continues the process of implementing a detailed system at each European  location to provide support
              to the audit process, including reports, checklists and site visits.

         The  Company  believes  that the  efforts  that  have  been or will be taken  will  substantially  strengthen  the
organization and personnel of the senior financial and control functions in Europe and the Company's overall operations.

         The Company will  continue to evaluate the  effectiveness  of its controls  and  procedures  on an ongoing  basis,
including  consideration of recommendations  identified  through the  investigation,  and will implement further actions as
necessary in its continuing efforts to strengthen the control process.

         The  Company's  management  is  committed  to  continuing  to improve the state of its  controls  and  procedures,
corporate  governance and financial  reporting.  Other than as described above,  since the evaluation date by the Company's
management  of its internal  controls,  there have not been any  significant  changes in the internal  controls or in other
factors that could significantly affect the internal controls.

                                                          PART II
                                                     OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

         Our  operations  are subject to  environmental  laws in the United States and abroad,  relating to pollution,  the
protection  of the  environment,  the  management  and  disposal  of  hazardous  substances  and wastes and the  cleanup of
contaminated  sites.  Our capital and operating  budgets  include costs and expenses  associated  with complying with these
laws,  including the acquisition,  maintenance and repair of pollution control equipment,  and routine measures to prevent,
contain and clean up spills of  materials  that occur in the ordinary  course of our  business.  In  addition,  some of our
production facilities require  environmental  permits that are subject to revocation,  modification and renewal. We believe
that we are in substantial  compliance with  environmental  laws and our environmental  permit  requirements,  and that the
costs and expenses associated with this compliance are not material to our business.  However,  additional  operating costs
and capital  expenditures  could be incurred  if,  among other  developments,  additional  or more  stringent  requirements
relevant to our operations are promulgated.

         Occasionally,  contaminants  from current or historical  operations  have been detected at some of our present and
former sites.  Although we are not currently aware of any material claims or obligations  with respect to these sites,  the
detection of additional  contamination  or the imposition of cleanup  obligations at existing or unknown sites could result
in significant liability.

         We have been  designated as a potentially  responsible  party under  Superfund laws at various sites in the United
States,  including a former can plant  located in San Leandro,  California  and at the M&J Solvents  site in Georgia.  As a
potentially  responsible  party,  we are or may be legally  responsible,  jointly and  severally  with other members of the
potentially  responsible  party  group,  for the cost of  environmental  remediation  at these  sites.  Based on  currently
available data, we believe our contribution to the sites designated under U.S.  Superfund law was, in most cases,  minimal.
With respect to San Leandro,  we believe the principal source of  contamination  is unrelated to our past operations.  With
respect to M&J Solvents  site,  while over 1,000  contributors  to the site have been  identified,  the initial  compliance
status report has not been finalized and thus, the nature, extent and source of contamination is unknown.

         Based upon currently available  information,  the Company does not expect the effects of environmental  matters to
be material to its financial position.

Litigation

         We are  involved in  litigation  from time to time in the ordinary  course of our  business.  In our opinion,  the
litigation is not material to our financial condition or results of operations.

      Local No. 24M of the Graphics  Communications  International Union, the union representing employees at the Company's
Weirton  facility,  filed an  arbitration  case  challenging  the  Company's  decision  to modify its health  care plan for
retirees.  The Union  contended  that the Company had an  obligation  to bargain over plan changes and that it failed to do
so. The Company  contended  that the matter was not  arbitrable,  that it only had an  obligation to bargain with the Union
regarding  benefits for active employees  represented by the Union, and that it had no obligation to bargain with regard to
retiree  benefits.  On December 22, 2004, the arbitrator  issued a decision  finding that the dispute was arbitrable,  that
the Company was obligated to bargain with the Union  regarding  benefits for retirees,  that the Company  violated its duty
to bargain by  unilaterally  modifying the health care plan as to retirees and that benefits under the health care plan are
vested as to retirees.  On March 16, 2005,  the Company  filed a lawsuit  appealing  the  arbitration  decision.  The Union
filed  an  answer  to the  complaint  seeking  enforcement  of the  arbitrator's  decision.  Because  this  matter  will be
determined on the arbitration  record,  the court set a briefing schedule for the parties to file cross-motions for summary
judgment.  Opening  briefs are due on August 8, 2005 and the reply  briefs are due  September 8, 2005.  Trial  currently is
set for January 2006.

Item 5. Other Information

         On August 15, 2005,  the Company  entered into one-year  employment  agreements,  subject to renewal,  with Philip
Mengel,  Chief  Executive  Officer;  Michael  Rajkovic,  Executive Vice President and Chief Financial  Officer;  and Robert
Ballou,  Executive  Vice  President,  Manufacturing  and Supply  Chain  providing  for the  payment of annual  salaries  of
$675,000,  $375,000,  and $375,000,  respectively.  Mr. Rajkovic's agreement includes a deferred bonus payment of $100,000,
payable on or after  November 16, 2005.  The  agreements  also provide these  officers the right to purchase  equity in the
Company and provide  certain other benefits as is customary for officers of the Company.  The executives  also  participate
in the Company's  management  incentive plan.  Copies of the agreements are attached as Exhibits 10.41,  10.42 and 10.43 to
this report.

Item 6. Exhibits
(a)      Exhibits

10.41    Employment Agreement between United States Can Company and Philip Mengel dated August 15, 2005.

                  10.42    Employment  Agreement  between  United States Can Company and Michael  Rajkovic dated August 15,
                           2005.

                  10.43    Employment Agreement between United States Can Company and Robert Ballou dated August 15, 2005.

31.1     Certification of Chief Executive Officer Pursuant to Section 13a-15 of the Securities and Exchange Act of 1934

31.2     Certification of Chief Financial Officer Pursuant to Section 13a-15 of the Securities and Exchange Act of 1934

32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350

32.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350

                                                        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:  August 16, 2005                                                         By:   /S/ MICHAEL M. RAJKOVIC  _______
                                                                                    Michael M. Rajkovic
                                                                                    Executive Vice President and
                                                                                    Chief Financial Officer
                                                                                    (Duly authorized officer and principal
                                                                                    financial officer)
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