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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 4, 2004

                                              Commission File Number 0-21314

                                                   U.S. CAN CORPORATION
                                  (Exact Name of Registrant as Specified in its Charter)

                                                        06-1094196
                                           (I.R.S. Employer Identification No.)

                                                         DELAWARE
                                             (State or Other Jurisdiction of
                                              Incorporation or Organization)

                                                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 November 15, 2004, 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 4, 2004

                                                    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 4, 2004 and June 29, 2003 (As restated).....................................................     3

                 Consolidated Balance Sheets as of July 4, 2004 and December 31, 2003.............................     4

                 Consolidated Statements of Cash Flows for the Six Months Ended
                 July 4, 2004 and June 29, 2003 (As restated).....................................................     5

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

Item 2.          Management's Discussion and Analysis of Financial Condition
                 and Results of Operations........................................................................    21

Item 3.          Quantitative and Qualitative Disclosures About Market Risk.......................................    26

Item 4.          Controls and Procedures..........................................................................    26

PART II          OTHER INFORMATION

Item 1.          Legal Proceedings................................................................................    28

Item 6.          Exhibits and Reports on Form 8-K.................................................................    28

                                         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/A for the fiscal year ended  December 31, 2003 and filed with
the Securities and Exchange  Commission on November 18, 2004, 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 4, 2004      As Restated     July 4, 2004     As Restated
                                                                             (See Note (2))                   (See Note (2))
                                                                             June 29, 2003                    June 29, 2003
                                                           ----------------  --------------- ---------------  ---------------
                                                                                      (Unaudited)
Net Sales                                                    $   211,809       $   210,623     $   425,276      $   409,776
Cost of Sales                                                    192,903           189,291         386,618          368,169
                                                             -----------       -----------     -----------      -----------
     Gross Profit                                                 18,906            21,332          38,658           41,607
Selling, General and Administrative Expenses                      10,439             8,619          20,243           17,906
Special Charges                                                      922               592           1,404            1,350
                                                             -----------       -----------     -----------      -----------
     Operating Income                                              7,545            12,121          17,011           22,351
Interest Expense                                                  12,865            13,095          25,582           26,163
Bank Financing Fees                                                1,218             1,014           2,596            2,028
Loss from Early Extinguishment of Debt                             5,508                 -           5,508                -
                                                             -----------       -----------     -----------      -----------
     Loss Before Income Taxes                                    (12,046)           (1,988)        (16,675)          (5,840)
Provision (Benefit) for Income Taxes                              (2,256)            2,068          (1,924)           2,648
                                                             ------------      -----------     ------------     -----------

Net Loss                                                          (9,790)           (4,056)        (14,751)          (8,488)
Preferred Stock Dividend Requirement                              (3,760)           (3,400)         (7,584)          (6,646)
                                                             -----------       -----------     -----------      -----------
Net Loss Attributable to Common Stockholders                 $   (13,550)      $    (7,456)    $   (22,335)     $   (15,134)
                                                             ===========       ===========     ===========      ===========

                               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 4,         December 31,
                                    ASSETS                                           2004               2003
                                                                                ----------------  -----------------
CURRENT ASSETS:                                                                            (Unaudited)
      Cash and cash equivalents                                                   $      10,117     $       22,964
      Accounts receivable, net of allowances                                             95,079             81,393
      Inventories                                                                       100,017             95,140
      Other current assets                                                               14,160             14,713
                                                                                ----------------  -----------------
          Total current assets                                                          219,373            214,210

PROPERTY, PLANT AND EQUIPMENT, less accumulated
  depreciation and amortization                                                         234,166            247,489

GOODWILL                                                                                 27,384             27,384

DEFERRED INCOME TAXES                                                                    33,644             30,816

OTHER NON-CURRENT ASSETS                                                                 49,714             54,519
                                                                                ----------------  -----------------
          Total assets                                                            $     564,281     $      574,418
                                                                                ================  =================

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Current maturities of long-term debt and capital lease obligations          $      11,609     $       23,457
      Accounts payable                                                                   97,816             98,411
      Accrued expenses                                                                   54,249             50,695
      Restructuring reserves                                                              2,434              3,412
      Income taxes payable                                                                  359                362
                                                                                ----------------  -----------------
          Total current liabilities                                                     166,467            176,337

LONG TERM DEBT                                                                          552,034            535,767

LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
   BENEFIT PLANS                                                                         71,510             71,779

OTHER LONG-TERM LIABILITIES                                                               5,353              5,492
                                                                                ----------------  -----------------

          Total liabilities                                                             795,364            789,375

REDEEMABLE PREFERRED STOCK, 200,000 shares authorized,
   106,667 shares issued & outstanding                                                  154,538            146,954

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                                              (29,499)           (28,124)
      Accumulated deficit                                                              (409,455)          (387,120)
                                                                                ----------------  -----------------
          Total stockholders' equity / (deficit)                                       (385,621)          (361,911)
                                                                                ----------------  -----------------
              Total liabilities and stockholders' equity                          $     564,281     $      574,418
                                                                                ================  =================

                             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
                                                                                                          As Restated (See
                                                                                                             Note (2))
                                                                                       July 4, 2004        June 29, 2003
                                                                                     ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                             (Unaudited)
  Net loss                                                                               $   (14,751)        $    (8,488)
  Adjustments to reconcile net loss to net cash used in
    operating activities -
      Depreciation and amortization                                                           22,146              18,519
      Special charges                                                                          1,404               1,350
      Loss from early extinguishment of debt                                                   5,508                  -
      Deferred income taxes                                                                   (3,168)              1,690
  Change in operating assets and liabilities:
      Accounts receivable                                                                    (14,210)            (23,902)
      Inventories                                                                             (5,676)              2,326
      Accounts payable                                                                           409               6,112
      Accrued expenses                                                                           621              (2,889)
      Other, net                                                                               2,807              (1,391)
                                                                                         -----------         -----------
          Net cash used in operating activities                                               (4,910)             (6,673)
                                                                                         -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures including restructuring capital                                        (7,453)             (7,586)
  Proceeds from sale of property                                                               1,076               5,429
                                                                                         -----------         -----------
          Net cash used in investing activities                                               (6,377)             (2,157)
                                                                                         -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Term B loan                                                                  250,000                  -
  Net borrowings (payments) under the revolving line of credit                               (42,100)             20,300
   Payments of Tranche A loan                                                                (38,706)             (2,000)
   Payments of Tranche B loan                                                               (130,175)               (250)
   Payments of Tranche C loan                                                                (20,000)                  -
   Borrowing of other long-term debt                                                           3,656               4,371
  Payments of other long-term debt, including capital lease obligations                      (18,136)             (4,876)
  Payment of debt financing costs                                                             (5,485)                  -
                                                                                         ------------        -----------
          Net cash provided by (used in) financing activities                                   (946)             17,545
                                                                                         -------------       -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                         (614)             (1,359)
                                                                                         -------------       ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                             (12,847)              7,356

CASH AND CASH EQUIVALENTS, beginning of year                                                  22,964              11,690
                                                                                         ------------        -----------

CASH AND CASH EQUIVALENTS, end of period                                                 $    10,117         $    19,046
                                                                                         ============        ===========

                             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 4, 2004
                                                       (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/A for the year ended  December 31, 2003.  Certain  prior year amounts have been
reclassified to conform with the 2004 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 4, 2004 and June 29, 2003.

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

                                         July 4, 2004       June 29, 2003        July 4, 2004      June 29, 2003
                                      -------------------------------------- --------------------------------------

Net Loss...............................$....               $                  $          (14,751) $
                                      (9,790)             (4,056)                                (8,488)

Stock-Based Compensation Cost,
   net of tax - fair value method.....(26)..              (20)               (56)                             (40)
                                      -------------------------------------- --------------------------------------

   Pro-Forma Net Loss....................$..                $                    $                  $
                                        (9,816)            (4,076)           (14,807)              (8,528)
                                        ================== ===========================================================

ACCOUNTING CHANGE

         As discussed in Note (5), during the quarter ended July 4, 2004, the Company's domestic operations changed the
method of accounting for the cost of inventories from the LIFO method to the FIFO method.  The Company's foreign
subsidiaries continue to account for inventory using the FIFO method.

NEW ACCOUNTING PRONOUNCEMENTS

         In June  2004,  the  Financial  Accounting  Standards  Board  ("FASB")  issued  Staff  Position  SFAS No.  106-2,
"Accounting and Disclosure  Requirements Related to the Medicare  Prescription Drug,  Improvement and Modernization Act of
2003." The  Medicare  Prescription  Drug,  Improvement  and  Modernization  Act of 2003 ("The Act") was signed into law on
December 8, 2003.  The Act  introduced a  prescription  drug benefit under  Medicare and a federal  subsidy to sponsors of
retiree  health care benefit plans that provide a benefit that is at least  actuarially  equivalent to Medicare.  SFAS No.
106-2 provides guidance on the accounting,  disclosure,  effective date and transition  related to The Act. SFAS No. 106-2
is  effective  for the Company in the first  interim  period  beginning  after June 15,  2004.  The  Company is  currently
evaluating the impact of SFAS 106-2's recognition,  measurement and disclosure  provisions on its financial statements but
does not expect the impact to be material.

(2)

  RESTATEMENT

         These financial  statements reflect  adjustments to the Company's  financial  information  previously reported on
Form 10-Q for the quarterly period ended June 29, 2003.

         In August 2004, the Company became aware of certain issues relating to its Laon,  France  manufacturing  facility
following the departure of the facility's financial  controller.  Following this discovery,  management informed its Board
of Directors and its Audit Committee.  The Audit  Committee,  with the assistance of outside legal advisors and accounting
consultants,  conducted a review of the  operations  and financial  condition of the Company's  facility in Laon,  France.
That review and work performed by the Company  identified  certain  accounting and financial  reporting  improprieties and
related material errors in the Company's financial  statements,  all related to the Laon, France facility.  The effects of
the restatement are set forth below:

                                                                              For the three
                                                                                               For the six
                                                                               months ended    months ended
                                                                              --------------- ---------------
                                                                            ---------------------------------
                                                                                     June 29, 2003
                                                                                     -------------
Net Loss, as reported..................................................             $(1,002)        $(5,039)
Understatements of product costs and expenses..........................              (2,204)         (2,204)
Reductions in asset values to net realizable values....................                (409)           (291)
Underaccruals of liabilities...........................................                (763)         (1,131)
Other..................................................................                                  177
                                                                                   -------        ----------
                                                                                         320
                                                                                         ---
Net Loss, as restated..................................................             $(4,056)        $(8,488)
                                                                                    ========        ========

         Understatements  of  product  costs and  expenses  - Cost of Sales was  understated  by  underreporting  expenses
incurred and  manufacturing  variances,  and by  miscalculations  of the cost of products  sold. The errors were reflected
primarily by  underreporting  of accounts payable and current  maturities of long term debt and  overreporting of cash and
accounts receivable in the consolidated balance sheets.

         Reductions in asset values to net realizable  values - Assets  (primarily  accounts  receivable and  inventories)
that should have been  written off or should have been  reported at reduced  amounts  were not  adjusted in the  requisite
accounting periods in accordance with accounting principles generally accepted in the United States.

         Underaccruals  of  liabilities - Amounts  accrued for taxes other than income taxes,  vacation and other employee
related liabilities were understated in all periods.

         The following  table  presents the impact of the  restatement  adjustments  discussed  above on the  Consolidated
Statement of Operations for the three and six month periods ended June 29, 2003.

                                                     For the three months ended          For the six months ended
                                                            June 29, 2003                      June 29, 2003
                                                             (Unaudited)                        (Unaudited)
                                                 ----------------------------------------------------------------------
                                                   AS RESTATED           AS           AS RESTATED           AS
                                                                     PREVIOUSLY                         PREVIOUSLY
                                                                      REPORTED                           REPORTED
Net Sales                                            $   210,623        $   210,312      $  409,776        $   409,202

Cost of Sales                                            189,291            185,602         368,169            363,148
                                                 ---------------- ------------------ --------------- ------------------
     Gross profit
                                                          21,332             24,710          41,607             46,054

Selling, General and Administrative Expenses               8,619              8,661          17,906             18,337

Special Charges                                              592                591           1,350              1,621
                                                 ---------------- ------------------ --------------- ------------------
     Operating income
                                                          12,121             15,458          22,351             26,096

Interest Expense                                          13,095             13,145          26,163             26,233

Bank Financing Fees                                        1,014              1,014           2,028              2,028
                                                 ---------------- ------------------ --------------- ------------------
     Income (loss) before income taxes
                                                         (1,988)              1,299         (5,840)            (2,165)

Provision (benefit) for Income Taxes                       2,068              2,301           2,648              2,874
                                                 ---------------- ------------------ --------------- ------------------
Net Loss
                                                         (4,056)            (1,002)         (8,488)            (5,039)

Preferred Stock Dividend Requirement                     (3,400)            (3,400)         (6,646)            (6,646)
                                                 ---------------- ------------------ --------------- ------------------
Net Loss Available for Common Stockholders            $  (7,456)         $  (4,402)     $  (15,134)        $  (11,685)
                                                 ================ ================== =============== ==================

(3) SUPPLEMENTAL CASH FLOW INFORMATION

         The Company  paid  interest of  approximately  $27.9  million and $21.8  million for the six months ended July 4,
2004 and June 29,  2003,  respectively.  The Company  paid $0.7  million in income  taxes for the six months ended July 4,
2004 and $0.7 million for the six months ended June 29, 2003.

(4) SPECIAL CHARGES

2004
----

         During the first half of 2004,  the  Company  recorded  restructuring  charges of $1.4  million.  A $0.5  million
charge was  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 will result in the Company  idling  certain of its  production
lines.  Total cash  payments in the first six months of 2004 were $2.5 million  (primarily  severance  and  facility  shut
down costs) and the Company  anticipates  spending  another  $6.8  million  over the next  several  years.  The  remaining
reserve consists  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,         Additions        Cash Payments          July 4,
                                          2004 Balance                                              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.

2003
----

         During the first six months of 2003, the Company  recorded  restructuring  charges of $1.4 million.  $0.8 million
of the charges were  recorded in the first quarter of 2003 related to position  elimination  costs in the U.S. and Europe.
The position  eliminations  consisted of 16 employees,  including two management level employees and an early  termination
program in one  European  facility.  $0.6 million of the charges  were  recorded in the second  quarter of 2003 related to
additional  severance costs for a previously  terminated  employee at May Verpackungen.  The employee sued the Company for
unfair dismissal requesting  additional severance in accordance with his employment  agreement.  In June 2003, the Company
was informed that the courts  intended to rule in favor of the terminated  employee and the Company  recorded a charge for
the additional severance.

         The table below presents the reserve categories and related activity as of June 29, 2003:

                           January 1, 2003          Net              Cash                 June 29,
                               Balance           Additions         Payments              2003 Balance
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Employee Separation                  $9.4                $1.4           $(3.3)                  $7.5
Facility Closing Costs                6.5                 -              (2.7)                   3.8
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Total                               $15.9                $1.4           $(6.0)                 $11.3 (a)
                           =================    =============    =============       ====================
                                   ================    ==============      =================

(a)      Includes $3.7 million classified as other long-term liabilities as of June 29, 2003.

(5) INVENTORIES

         Inventories  are stated at the lower of cost using the  first-in,  first-out  (FIFO)  method or market.  Prior to
April 5,  2004,  all of the  Company's  domestic  inventories  were  accounted  for at the lower of cost  determined  on a
last-in,  first-out (LIFO) basis or market,  while  inventories of the Company's  foreign  subsidiaries were stated at the
lower of cost  determined  on a FIFO basis or market.  During the  quarter  ended  July 4, 2004,  the  Company's  domestic
operations  changed the method of accounting  for the cost of  inventories  from the LIFO method to the FIFO method.  This
change  in  accounting  principle  was made to  provide  a  better  matching  of  revenue  and  expenses,  and to  enhance
transparency of the Company's  financial  statements by conforming the Company's method of inventory valuation to a single
method.  This accounting  change did not have a material effect on the financial  statements for current or prior periods,
and accordingly, no retroactive restatement of prior financial statements was made.

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

                                                                                           July 4,         December 31,
                                                                                            2004               2003
                                                                                    -----------------   ----------------
         Raw materials........................................................      $          23,211    $        21,872
         Work in process......................................................                 41,028             38,635
         Finished goods.......................................................                 35,778             34,633
                                                                                    -----------------    ---------------
                                                                                    $         100,017    $        95,140
                                                                                    =================    ===============

(6) COMPREHENSIVE NET LOSS

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

                                                                                          July 4,         December 31,
                                                                                            2004              2003
                                                                                        -------------   ---------------
         Foreign Currency Translation Adjustment ...................................         $(8,440)           $(7,479)
         Minimum Pension Liability Adjustment.......................................         (21,059)           (20,645)
                                                                                        ------------     --------------
         Total Accumulated Other Comprehensive Loss.................................           $(29,499)       $(28,124)
                                                                                        ===============  ==============

         The  components  of  comprehensive  loss for the three and six months ended July 4, 2004 and June 29, 2003 are as
follows (000's omitted):
                                                                  Three Months Ended                 Six Months Ended
                                                            ------------------------------- -------------------------
                                                                 July 4,       June 29,          July 4,          June 29,
                                                                  2004           2003             2004              2003
                                                            -------------- ---------------- ----------------  ----------
  Net Loss..................................................    $ (9,790)      $ (4,056)        $(14,751)         $ (8,488)
  Foreign Currency Translation Adjustment.......................      59          5,116           (1,375)            7,247
  Unrealized Gain (Loss) on Cash Flow Hedges (a)................       -          1,200                -             2,230
                                                                --------       --------         --------          --------
  Comprehensive Income (Loss) ..............................    $ (9,731)      $  2,260         $(16,126)         $   (989)
                                                                =========      ========         =========         =========

(a)      Net of  reclassification  of losses included in interest  expense of $1.6 million for the three months ended June
        29, 2003 and $3.2 million for the six months ended June 29, 2003.

 (7) DEBT OBLIGATIONS

         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").  The Credit  Facility  provides for aggregate  borrowings of $315.0  million  consisting of a $250.0
million Term B loan and a $65.0 million  Revolving  Credit Facility.  The $65.0 million  revolving credit facility will be
used by the Company for ongoing  working  capital and general  corporate  purposes,  including  the issuance of Letters of
Credit as described below.  The Letters of Credit subfacility is limited to $25.0 million.

         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.  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 reduce the Company's availability under its revolving credit facility.

         The Company has paid  approximately  $5.5 million of fees and  expenses  related to the Credit  Facility  through
July 4, 2004,  and  expects to incur  approximately  $0.9  million of  additional  fees and  expenses.  These fees will be
amortized  over the life of the  applicable  borrowings.  In  addition,  the Company  wrote off $5.5  million of remaining
deferred  financing fees related to the Company's former Senior Secured Credit  Facility.  The write off was classified as
a "loss from early extinguishment of debt" and included in loss before income taxes.

         Amounts  outstanding under the Credit Facility  initially bore interest at a rate per annum equal to either:  (1)
the base rate (as defined in the Credit Facility) or (2) the  eurocurrency  rate (as defined by the Credit  Facility),  in
each case, plus an applicable  margin. In connection with the Company's  investigation at its Laon,  France facility,  the
Company  obtained  waivers of its requirement to timely file financial  statements due to the Restatement  (see Note (2)).
In connection with such waivers and  amendments,  the Company paid fees of $1.0 million and agreed to an increase of 0.25%
in the rate applicable to borrowings under its Credit Facility.

         Borrowings  under the Term B loan are due and payable in  quarterly  installments  of $625,000  beginning on June
30, 2004,  until the final balance is due on January 15, 2010.  The Term B loan is subject to automatic  extension to June
21, 2011 if the Company meets certain  criteria  relating to the  refinancing  of its 10 7/8% Senior  Secured Notes and 12
3/8% Senior  Subordinated  Notes prior to January 10, 2010.  The  revolving  credit  facility is available  until June 21,
2009.  In  addition,  the  Company  is  required  to prepay a portion  of the Term B loan upon the  occurrence  of certain
specified events.

         The Credit Facility is secured by a first priority  security interest in all existing and  after-acquired  assets
of the Company and its direct and indirect domestic subsidiaries' existing and after-acquired assets,  including,  without
limitation,  real property and all of the capital stock owned of the Company's direct and indirect  domestic  subsidiaries
(including certain capital stock of their direct foreign subsidiaries only to the extent permitted by applicable law).

         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 the Credit  Facility,  the Company is  required to meet  certain
financial tests,  including  achievement of a minimum  interest  coverage ratio, a maximum total leverage ratio, a maximum
first lien leverage  ratio,  and maximum  annual  capital  expenditures.  The  restrictive  covenants  limit the Company's
ability to incur liens and debt,  sell assets,  pay dividends or make  distributions,  repurchase debt and to make certain
loans,  investments or  acquisitions.  The Company was in compliance with all of the required  financial  ratios and other
covenants at July 4, 2004.

(8) 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 4, 2004 and June
29, 2003, respectively (000's omitted):

U.S.
----
                                             For the Three Months Ended                For the Six Months Ended
                                             --------------------------                ------------------------
                                          July 4, 2004        June 29, 2003        July 4, 2004       June 29, 2003
                                        ------------------  ------------------   ----------------- --------------------

  ervice cost.........................          $                   $                                       $
 S                                             287                 227                 $ 574               454
  nterest cost........................
 I                                             724                 679                1,448               1,358
  eturn on assets.....................
 R                                            (683)               (569)              (1,366)             (1,138)
  ecognized loss......................
 R                                             28                  68                   56                 136
  ecognized prior service cost........
 R                                             94                  94                        188           188
                                        ------------------  ------------------   ----------------- --------------------

                                                $                   $                                       $
Net periodic pension cost............          450                 499                 $ 900               998
                                        ==================  ==================   ================= ====================

Non-U.S.
--------
                                             For the Three Months Ended                For the Six Months Ended
                                             --------------------------                ------------------------
                                          July 4, 2004        June 29, 2003        July 4, 2004       June 29, 2003
                                        ------------------  ------------------   ----------------- --------------------

  ervice cost.........................          $                   $                                       $
 S                                             88                  82                  $ 177               163
  nterest cost........................
 I                                            1,129                984                     2,259          1,967
  eturn on assets.....................
 R                                            (864)               (686)                   (1,727)        (1,372)
  ecognized loss......................
 R                                             208                 206                 415                 412
                                        ------------------  ------------------   ----------------- --------------------

                                                $                   $                                       $
Net periodic pension cost............          561                 586                $ 1,124             1,170
                                        ==================  ==================   ================= ====================

         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 4, 2004 and June 29,  2003,  respectively,  included  the  following  components  (000's
omitted):

U.S.
----
                                            For the Three Months Ended                 For the Six Months Ended
                                            --------------------------                 ------------------------
                                         July 4, 2004        June 29, 2003        July 4, 2004       June 29, 2003
                                       ------------------  ------------------    ---------------- --------------------

  ervice cost                                  $                   $                    $                  $
 S                                            80                  66                   160                132
  nterest cost
 I                                            369                 372                  738                744
  ecognized loss
 R                                            52                  34                   104                68
  ecognized prior service cost
 R                                           (226)               (226)                (452)              (452)
                                       ------------------  ------------------    ---------------- --------------------

                                               $                   $                    $                  $
Net periodic pension cost                     275                 246                  550                492
                                       ==================  ==================    ================ ====================

         The Company made $0.3 million in  contributions  to its U.S. based pension plan and $0.3 million of contributions
to its non-U.S.  based  pension plans in the second  quarter of 2004.  The Company  previously  disclosed in its financial
statements  for the year ended  December 31, 2003 that it expected to  contribute  approximately  $1.5 million to its U.S.
based pension plan in 2004.  For the six months ended July 4, 2004,  $0.5 million of  contributions  have been made to the
Company's U.S. based pension plan.  The Company  presently  anticipates  contributing  an additional  $0.6 million to fund
its pension plan in 2004 for a total of  approximately  $1.1 million.  For the six months ended July 4, 2004, $0.6 million
of contributions have been made to the Company's  non-U.S.  based pension plans.  The Company does not anticipate its 2004
contributions to its non-U.S.  based pension plans to be significantly  different from the amount previously  disclosed in
the Company's consolidated financial statements for the year ended December 31, 2003.

         The Company made payments under its  postretirement  benefit plan of $0.7 million in the first six months of 2004
and $0.3  million  in the  second  quarter  of 2004.  The  Company  does  not  anticipate  its  2004  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, 2003.

 (9) BUSINESS SEGMENTS

         Management  monitors and evaluates  performance,  customer base and market share for four business segments.  The
segments have separate  management teams and distinct product lines. 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 in the Europe and Latin America (through  Formametal S.A., a joint venture in Argentina) 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 4, 2004 and June 29, 2003, respectively (000's omitted):

                                                                  Three Months Ended                 Six Months Ended
                                                            ------------------------------- ---------------------------------
                                                                                                                        June
                                                            July 4,         June 29,               July 4,    29,
                                                                    2004            2003            2004              2003
                                                            --------------  --------------------------------  ------------
  REVENUES FROM EXTERNAL CUSTOMERS:
  Aerosol...................................................       $94,173         $94,768        $186,328          $183,546
  International.............................................        70,522          71,111         148,920           134,439
  Paint, Plastic & General Line.............................        37,199          31,113          70,625            62,358
  Custom & Specialty........................................         9,915          13,631          19,403            29,433
                                                                     ------         -------         -------           ------
  Total revenues............................................      $211,809        $210,623        $425,276          $409,776
                                                                  =========       =========       =========         ========

  INCOME (LOSS) FROM OPERATIONS:
  Aerosol...................................................       $14,765         $17,378         $29,350           $31,386
  International.............................................        (2,678)         (2,974)         (4,096)           (4,483)
  Paint, Plastic & General Line.............................         4,072           3,676           7,544             7,861
  Custom & Specialty........................................          (482)            303            (829)              854
                                                                      ------           ----           ------             ---
  Total Segment Income From Operations......................        15,677          18,383          31,969            35,618
  Unallocated Selling, General & Administrative Expenses            (7,210)         (5,670)        (13,554)          (11,917)
  (a)
  Special Charges (b).......................................          (922)           (592)         (1,404)           (1,350)
  Interest Expense..........................................       (12,865)        (13,095)        (25,582)          (26,163)
  Bank Financing Fees.......................................        (1,218)         (1,014)         (2,596)           (2,028)
  Loss from Early Extinguishment of Debt....................        (5,508)              -          (5,508)                -
                                                                    --------   -----------          --------    ------------
                                                                                                                     $(5,840)
                                                                           =               =                         ========
  Loss Before Income Taxes                                        $(12,046)        $(1,988)       $(16,675)
                                                                  =========        ========       ==========

  (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 (4) for further information on the
       Company's
      special charges.

 (10) 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.  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
their 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 or the 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.

         The Company has been named as a potentially  responsible  party under the Georgia Hazardous Site Response Act for
the M&J Solvents  Company site (M&J  Solvents).  M&J Solvents was a former  solvent  recycling /  reclamation  facility to
which the Company and the former  Southern  Can  Company,  which was  acquired  by the  Company in 1988,  sent waste.  M&J
Solvents closed in 1994. At the time of closure,  Georgia  Environmental  Protection  Division ("EPD")  completed  certain
disposal  activities  on the site.  On May 23, 2002,  the Company,  along with 700 other  parties,  entered into a consent
order with the Georgia EPD for the  completion of an initial  compliance  status report and manifest  database for the M&J
Solvents  site.  Although the initial  compliance  status report has not been  finalized,  sampling  performed at the site
indicates  the  presence  of  soil  and  groundwater  contamination.  The  extent  of  contamination  has not  been  fully
delineated.  At this time,  the Company is unable to  estimate  reasonably  possible  losses  related to the M&J  Solvents
site.  To date, the Company has not been required to implement any remedial action at the M&J Solvents site.

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.

(10) 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 4, 2004 and December 31, 2003 and for the six months ended July 4, 2004 and June 29,  2003.  The  information  for
the six months ended June 29, 2003 has been  restated (see Note (2)).  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 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..................             -        240,290               -             146,328                -        386,618
                                       -------     ----------       ---------          ----------          -------     ---------
     Gross profit..............             -         36,066               -               2,592                -         38,658
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -         13,555                -              6,688                -         20,243
SPECIAL CHARGES................             -             -                 -              1,404                -          1,404
                                       -------     ---------        ---------          ----------          -------     ---------
     Operating income..........             -         22,511                -             (5,500)               -         17,011
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 IN LOSS
  OF 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 (BENEFIT) 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

                                     CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                     RESTATED For the Six Months Ended JUNE 29, 2003
                                                       (unaudited)
                                                     (000's omitted)

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

NET SALES......................        $    -      $ 275,337        $      -           $ 134,439           $    -      $ 409,776
COST OF SALES..................             -        235,235               -             132,934                -        368,169
                                       -------     ----------       ---------          ----------          -------     ---------
     Gross profit..............             -         40,102               -               1,505                -         41,607
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -         11,918                -              5,988                -         17,906
SPECIAL CHARGES................             -            527                -                823                -          1,350
                                       -------     ----------       ---------          ----------          -------     ---------
     Operating income (loss)...             -         27,657                -             (5,306)               -         22,351
INTEREST EXPENSE...............             -         21,425            3,192              1,546                -         26,163
BANK FINANCING FEES............             -          2,028                -                 -                 -          2,028
EQUITY IN LOSS
  OF SUBSIDIARIES .............         (8,488)      (11,007)          (4,294)                -             23,789            -
                                       -------     ---------        -----------        ---------           --------    --------

     Loss before income taxes           (8,488)       (6,803)          (7,486)            (6,852)           23,789  (5,840)
PROVISION FOR
  INCOME TAXES.................             -          1,685                -                963                -          2,648
                                       -------     ---------        ---------          ---------           -------     ---------

NET LOSS.......................         (8,488)       (8,488)          (7,486)            (7,815)           23,789  (8,488)

PREFERRED STOCK DIVIDEND
  REQUIREMENT..................         (6,646)           -                -                  -                 -   (6,646)
                                       -------     ---------        ---------          ---------           -------  ------

NET LOSS ATTRIBUTABLE TO COMMON                )                                                                       $
                                                                                                                       =
 STOCKHOLDERS..................        $(15,134    $  (8,488)       $  (7,486)         $  (7,815)          $23,789  (15,134)
                                       ========    =========        =========          =========           ======== =======

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

                                          CONDENSED CONSOLIDATING BALANCE SHEET
                                                    As of JULY 4, 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    $       -     $      4,963      $           -       $      5,154       $       -      $     10,117
     Accounts receivable......             -          58,228                   -            36,851                -           95,079
     Inventories..............             -          53,790                   -            46,227                -          100,017
     Other current assets.....             -           5,168                   -             8,992                -           14,160
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         122,149                   -            97,224                -          219,373
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         136,665                   -            97,501                -          234,166
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          33,516                   -               128                -           33,644
OTHER NON-CURRENT ASSETS......             -          36,005                   -            13,709                -           49,714
INTERCOMPANY
  ADVANCES....................             -         280,319                   -                 -         (280,319)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             59,016                 -          (59,016)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    636,038      $       59,016      $    208,562       $ (339,335)    $    564,281
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $      3,518      $           -       $      8,091       $       -      $     11,609
     Accounts payable.........             -          41,882                   -            55,934                -           97,816
     Restructuring reserves...             -           1,154                   -             1,280                -            2,434
     Income taxes payable.....             -               -                   -               359                -              359
     Accrued expenses.........             -          38,118                   -            16,131                -           54,249
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          84,672                   -            81,795                -          166,467
liabilities...................
TOTAL LONG TERM DEBT..........           854         551,180                   -                 -                -          552,034
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          40,540                 930            30,040                -           71,510
OTHER LONG-TERM
  LIABILITIES.................             -           2,467                   -             2,886                -            5,353
PREFERRED STOCK...............       154,538               -                   -                 -                -          154,538
INTERCOMPANY LOANS............       112,056               -             124,301            43,962         (280,319)               -
INVESTMENT IN
  SUBSIDIARIES................       118,173          75,352                   -                  -        (193,525)                -
STOCKHOLDERS' EQUITY..........      (385,621)       (118,173)            (66,215)           49,879          134,509         (385,621)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    636,038      $       59,016      $    208,562       $ (339,335)    $    564,281
and
            stockholders'
equity........................
                                ============== ===============  ================== =================  ============== ==================

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

                                          CONDENSED CONSOLIDATING BALANCE SHEET
                                                 As of December 31, 2003
                                                       (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    $       -     $     16,854      $           -       $      6,110       $       -      $     22,964
     Accounts receivable......             -          44,157                   -            37,236                -           81,393
     Inventories..............             -          52,739                   -            42,401                -           95,140
     Other current assets.....             -           7,126                   -             7,587                -           14,713
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         120,876                   -            93,334                -          214,210
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         143,777                   -           103,712                -          247,489
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          30,685                   -               131                -           30,816
OTHER NON-CURRENT ASSETS......             -          39,570                   -            14,949                -           54,519
INTERCOMPANY
  ADVANCES....................             -         260,962                   -                 -         (260,962)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             61,961                 -          (61,961)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    623,254      $       61,961      $    212,126       $ (322,923)    $    574,418
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $      2,379      $           -       $     21,078       $       -      $     23,457
     Accounts payable.........             -          42,237                   -            56,174                -           98,411
     Restructuring reserves...             -           2,831                   -               581                -            3,412
     Income taxes payable.....             -               -                   -               362                -              362
     Other current liabilities             -          35,683                   -            15,012                -           50,695
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          83,130                   -            93,207                -          176,337
liabilities...................
TOTAL LONG TERM DEBT..........           854         534,913                   -                 -                -          535,767
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          41,069                 930            29,780                -           71,779
OTHER LONG-TERM
  LIABILITIES.................             -           2,594                   -             2,898                -            5,492
PREFERRED STOCK...............       146,954               -                   -                 -                -          146,954
INTERCOMPANY LOANS............       112,056               -             121,595            27,311         (260,962)               -
INVESTMENT IN
  SUBSIDIARIES................       102,047          63,595                   -                  -        (165,642)                -
STOCKHOLDERS' EQUITY..........      (361,911)       (102,047)            (60,564)           58,930          103,681         (361,911)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $       -     $    623,254      $       61,961      $    212,126       $ (322,923)    $    574,418
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 4, 2004
                                                       (unaudited)
                                                      (000s omitted)

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

CASH FLOWS (USED IN) PROVIDED BY OPERATING       $     -        $    663
                                                 --------       --------
  ACTIVITIES.................................................                  $  (4,528)           $ (1,045)        $  (4,910)
                                                                               ---------            ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (6,133)              -              (1,320)           (7,453)
  Proceeds from sale of property.......................-.....      1,019               -                  57             1,076
                                                       -        --------       ---------            --------         ---------
      Net cash used in investing activities............-.....     (5,114)              -              (1,263)           (6,377)
                                                       -        --------       ---------            ---------        ----------

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
                                                 =     =        =========      =========            ========         =========

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

                                     CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                     RESTATED FOR THE SIX MONTHS ENDED JUNE 29, 2003
                                                       (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       $     -        $  7,148
                                                 --------       --------
  ACTIVITIES.................................................                  $  (7,495)           $ (6,326)        $  (6,673)
                                                                               ---------            --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (5,868)             -               (1,718)           (7,586)
  Proceeds from sale of property.......................-.....        256              -                5,173             5,429
                                                       -        --------       ---------            --------         ---------
      Net cash (used in) provided by                   -          (5,612)
                                                 --------       --------
investing activities.........................................                         -                3,455            (2,157)
                                                                               ---------            --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances.....................-.....     (6,561)          7,495                (934)                -
  Net borrowings under revolving line of               -          20,300
credit.......................................................                         -                    -            20,300
  Payments of other long-term debt.....................-.....     (2,784)             -               (4,342)           (7,126)
  Borrowings of other debt.............................-.....          -              -                4,371             4,371
                                                       -        --------       ---------            ---------        ---------
      Net cash (used in) provided by                   -          10,955
                                                 --------       ---------
financing
     activities..............................................                      7,495                (905)           17,545
                                                                               ----------           ----------       ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................-.....          -              -               (1,359)           (1,359)
                                                       -        --------       ---------            ---------        ----------
INCREASE (DECREASE) IN CASH AND                        -          12,491
  CASH EQUIVALENTS...........................................                         -               (5,135)            7,356
CASH AND CASH EQUIVALENTS, beginning of                -           5,707
                                                 --------       ---------
  period.....................................................                         -                5,983            11,690
                                                                               ---------            --------         ---------
CASH AND CASH EQUIVALENTS, end of period.........$.....-.....   $ 18,198       $      -             $    848         $  19,046
                                                 =     =        =========      =========            ========         =========

 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/A for the fiscal year ended  December 31, 2003 (see
"Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein).

Restatement

         As discussed in Note (2) to the Consolidated  Financial  Statements,  the Company's financial  statements for the
years  ended  December  31,  2002 and 2003 and for the  quarterly  period  ended  April 4, 2004 have  been  restated.  The
accompanying Management's Discussion and Analysis gives effect to the restatement.

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/A  for the fiscal  year ended  December  31,  2003,  as  supplemented  by Notes (1) and (5) to these  financial
statements.

New Accounting Pronouncements

          In June 2004,  the  Financial  Accounting  Standards  Board  ("FASB")  issued  Staff  Position  SFAS No.  106-2,
"Accounting and Disclosure  Requirements Related to the Medicare  Prescription Drug,  Improvement and Modernization Act of
2003." The  Medicare  Prescription  Drug,  Improvement  and  Modernization  Act of 2003 ("The Act") was signed into law on
December 8, 2003.  The Act  introduced a  prescription  drug benefit under  Medicare and a federal  subsidy to sponsors of
retiree  health care benefit plans that provide a benefit that is at least  actuarially  equivalent to Medicare.  SFAS No.
106-2 provides guidance on the accounting,  disclosure,  effective date and transition  related to The Act. SFAS No. 106-2
is  effective  for the Company in the first  interim  period  beginning  after June 15,  2004.  The  Company is  currently
evaluating the impact of SFAS 106-2's recognition,  measurement and disclosure  provisions on its financial statements but
does not expect the impact to be material.

Results of Operations

Three month period ended July 4, 2004, as compared to the three month period ended June 29, 2003
         The following  table  presents the Company's  Revenue and Gross Profit by segment for the second  quarter of 2004
as compared to the second quarter of 2003.

                                            For the three months ended July 4, 2004 and June 29, 2003
                                   -----------------------------------------------------------------------------
                                              Revenue                   Gross Profit        Percentage to Sales
                                   -----------------------------------------------------------------------------
                                         2004           2003          2004          2003      2004      2003
                                   -----------------------------------------------------------------------------

Aerosol                               $    94,173     $ 94,768      $ 14,765      $ 17,378    15.7%     18.3%

International                             70,522          71,111           551      (25)       0.8%     (-0-)%
Paint, Plastic & General Line             37,199          31,113        4,072         3,676   10.9%     11.8%
Custom & Specialty                         9,915          13,631         (482)           303 (4.9)%      2.2%
                                   ----------------------------------------------------------
    Total                             $  211,809      $ 210,623     $ 18,906      $ 21,332    8.9%      10.1%
                                   ==========================================================

         Consolidated  net sales for the three  months  ended  July 4, 2004 were  $211.8  million  as  compared  to $210.6
million in 2003, an increase of $1.2 million or 0.6%. Along business segment lines,  Aerosol and  International  net sales
were  relatively  flat  between  periods.  Second  quarter  2004  International  sales  were  positively  impacted  by 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 2003 ($4.1 million) and a change in product mix ($1.9 million) and were  negatively  impacted
of a decline in  International  volume versus the same period of 2003 ($6.6  million).  Paint,  Plastic & General Line net
sales  increased  $6.1 million to $37.2 million for the second  quarter of 2004 from $31.1 million for the second  quarter
of 2003.  This increase was due to an increase in volume ($3.8  million),and  increasing  prices in our plastics and paint
and general line businesses due to raw material cost increases ($2.3 million),  which are contractually  passed on to most
of the Company's  customers.  In the Custom & Specialty  segment,  sales decreased 27.3% from $13.6 million for the second
quarter of 2003 to $9.9 million for the second quarter of 2004, driven primarily by a decline in volume.

          Consolidated  gross profit  decreased  $2.4 million for the quarter  ended July 4, 2004 from the same quarter in
2003.  Along business  segment lines,  Aerosol gross profit dollars  decreased by $2.6 million and the percentage to sales
decreased  2.6% to 15.8% for the  second  quarter of 2004.  The  decrease  in  Aerosol  gross  profit  dollars  was due to
increased  raw  material  costs  associated  with steel  surcharges,  net of amounts  passed  through to  customers  ($1.6
million),  and a shift in customer  demand to less  profitable  products ($1.0  million).  In accordance with the terms of
the majority of the Company's  customer  agreements,  steel  surcharge  cost  increases  were passed  through to customers
during the second  quarter of 2004.  Due to the timing of the  implementation  of the selling price  increases  versus the
cost  increases,  the Company did not  recover all of the cost  increases  for the  quarter.  See  "Liquidity  and Capital
Resources" for a discussion of steel  surcharges.  The  International  segment gross profit  increased $0.6 million versus
the same period in 2003,  and the  percentage  to sales  remained  flat.  The increase in  International  gross profit was
primarily due to cost reduction  programs and other  operational  efficiency  improvements.  The Paint,  Plastic & General
Line segment gross profit  increased  $0.4 million  versus the same period in 2003,  however,  the percentage to net sales
decreased  from 11.8% in 2003 to 10.9% in 2004.  The increase in dollars was due to volume and operating  efficiencies  in
the Company's  plastics  business ($1.2 million)  partially  offset by the negative impact on margin of increases in paint
and general line raw material costs and a change in demand to less  profitable  product lines ($0.8  million).  The Custom
& Specialty  segment gross profit  decreased to a loss of $0.5  million,  compared to income of $0.3 million in the second
quarter of 2003.  The decline was driven  primarily by the overhead  absorption  impact of producing  fewer units due to a
decline in volume ($1.2 million) and  accelerated  depreciation  related to production  lines to be idled ($0.6  million),
partially offset by cost reduction programs and operational improvements ($1.0 million).

         Selling,  general  and  administrative  costs were $10.4  million or 4.9% of sales in the second  quarter of 2004
compared  to $8.6  million  or 4.1% of sales  in the  second  quarter  of 2003.  The  increase  in  selling,  general  and
administrative  costs in the second  quarter 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 and the negative impact of the
translation of expenses incurred in foreign currencies to U.S. dollars.

         During  the second  quarter of 2003,  the  Company  recorded  restructuring  charges of $0.9  million  related to
position  elimination  costs in Europe.  The position  eliminations  consisted of 41  employees  and include  eliminations
related to an early termination  program in Laon, France 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 in
the  second  quarter of 2004 were $0.9  million  (primarily  severance  and  facility  shut down  costs)  and the  Company
anticipates spending another $6.8 million over the next several years.

                                   April 4,          Additions            Cash           Other (b)           July 4,
                                 2004 Balance                           Payments                           2004 Balance
                                 --------------    ---------------    -------------    ---------------    --------------
                                 --------------    ---------------    -------------    ---------------    --------------
    Employee Separation                    $3.4              $0.9              $(0.6)            $0.1           $3.8
    Facility Closing Costs                  3.3               -                 (0.3)             -              3.0
                                 --------------    ---------------    -------------    ---------------    --------------
                                 --------------    ---------------    -------------    ---------------    --------------
    Total                                  $6.7              $0.9              $(0.9)            $0.1           $6.8 (a)
                                 ==============    ===============    =============    ===============    ==============
                                 ==============    ===============    =============    ===============    ==============

(a)      Includes $4.4 million classified as other long-term liabilities as of July 4, 2004.
(b)      Non-cash foreign currency translation impact

        In July 2004, the Company decided to phase out operations at its New Castle,  PA lithography  and Elgin,  Illinois
(Olive Can) Custom & Specialty  facilities  with  completion  expected during the fourth quarter of 2004. The Company will
record  restructuring  charges related to the closure of the facility,  primarily employee severance and facility shutdown
costs,  in the third and fourth  quarters.  The Company expects to record charges of $4.0 million in the third quarter and
$4.1  million  in the fourth  quarter  related  to the  closing  of these  facilities.  The  Company  continues  to review
opportunities  to increase  profitability  and decrease  costs.  In connection  with these reviews,  management  considers
numerous alternatives, including, but not limited to, divestitures, capacity realignments and plant closures.

         Interest  expense in the second quarter of 2004 decreased 1.8%, or $0.2 million,  versus the same period of 2003.
The decrease is due  primarily to the  expiration  of the  Company's  interest  rate  protection  agreements in the fourth
quarter of 2003 ($1.6  million)  partially  offset by higher  interest  rates due to the  issuance  of the 10 7/8%  Senior
Secured  Notes in July 2003  ($0.8  million).  Bank  financing  fees for the second  quarter of 2004 were $1.2  million as
compared to $1.0 million for the second quarter of 2003, due to the  amortization  of deferred  financing costs related to
the 10 7/8% Senior  Secured  Notes.  The Company also  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  represents the unamortized
deferred financing costs related to the Senior Secured Credit Facility.

         The  Company  recorded an income tax benefit of $2.3  million  for the second  quarter of 2004 versus  income tax
expense of $2.1  million for the second  quarter of 2003.  The income tax benefit  relates to the pretax loss  reported by
the  Company's  U.S.  business,  primarily as a result of the loss on the early  extinguishment  of debt.  The Company had
previously  (in 2002 and 2003)  recorded  valuation  allowances as it could not conclude that it is "more likely than not"
that all of the  deferred  tax assets of certain of its foreign  operations  will be realized in the  foreseeable  future.
Accordingly,  the Company did not record an income tax benefit  related to the second  quarter 2004 and 2003 losses of the
applicable operations.

         Payment in kind  dividends of $3.8 million and $3.4 million on the redeemable  preferred  stock were recorded for
the second quarters of 2004 and 2003, respectively.

Six-month period ended July 4, 2004, as compared to the six month period ended June 29, 2003

         The following  table presents the Company's  Revenue and Gross Profit by segment for the six months ended July 4,
2004 as compared to the six months ended June 29, 2003.

                                          For the six month periods ended July 4, 2004 and June 29, 2003
                                   -----------------------------------------------------------------------------
                                               Revenue                   Gross Profit          Percentage to
                                                                                                   Sales
                                   -----------------------------------------------------------------------------
                                         2004            2003          2004         2003       2004     2003
                                   -----------------------------------------------------------------------------

Aerosol                               $   186,328     $ 183,546      $ 29,350      $ 31,386    15.8%    17.1%

International                            148,920          134,439        2,593      1,506       1.7%     1.1%

Paint, Plastic & General Line              70,625          62,358        7,544      7,861      10.7%    12.6%

Custom & Specialty                         19,403          29,433     (829)              854  (4.3)%     2.9%
                                   ----------------------------------------------------------
    Total                             $   425,276     $ 409,776      $ 38,658      $ 41,607    9.1%     10.2%
                                   ==========================================================

         Net sales for the  six-month  period ended July 4, 2004,  totaled  $425.3  million,  a 3.8%  increase  versus the
corresponding  period in 2003.  Along business  segment lines,  Aerosol net sales increased $2.8 million to $186.3 million
in the first half of 2004 versus  $183.5  million in the same  period of 2003,  due to  increased  volume  ($5.4  million)
partially  offset by changes in customer and product mix ($2.6 million).  International  sales increased to $148.9 million
for the first half of 2004 from $134.4  million for the first half of 2003, an increase of $14.5 million or 10.8%,  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 2003.  Paint,  Plastic & General Line segment sales  increased  13.3% to
$70.6  million  for the first six months of 2004 from $62.4  million for the same period in 2003.  This  increase  was due
primarily  to an  increase  in volume  ($4.0  million),  increasing  prices in our  plastics  and paint and  general  line
businesses due to raw material cost increases ($4.2 million),  which are contractually  passed on to most of the Company's
customers.  Custom & Specialty  sales of $19.4 million  decreased from the $29.4 million for the first half of 2003 due to
a decline in volume ($13.4 million)  partially  offset by the positive impact of a change in the mix of products sold over
the first six months of 2004 ($3.3 million).

          Consolidated  gross  profit  decreased  $2.9  million  for the first half of 2004 from the same  period in 2003.
Along  business  segment  lines,  Aerosol  gross profit  dollars  decreased by $2.0  million and the  percentage  to sales
decreased  1.3% to 15.8% for the first half of 2004.  The decrease in Aerosol  gross  profit  dollars was due to increased
raw material costs  associated  with steel  surcharges  ($1.8 million) and a shift in customer  demand to less  profitable
products ($1.1 million),  partially  offset by the positive  impact of volume related  efficiencies  ($0.9  million).  The
International  segment  gross profit  increased  $1.1 million  versus the same period in 2003 and the  percentage to sales
increased to 1.7% from 1.1%.  The increase in  International  gross profit was  primarily due to cost  reduction  programs
and other operational  efficiency  improvements ($1.4 million) and an increase in International  volume for the first half
of 2004  ($0.8  million)  partially  offset  by  accelerated  depreciation  related  to  production  lines  to be idled in
conjunction  with the German food can business  product line  profitability  review ($1.1 million).  The Paint,  Plastic &
General Line segment gross profit  decreased  $0.3 million  versus the same period in 2003 and the percentage to net sales
decreased  from 12.6% in the first half of 2003 to 10.7% in the first half of 2004.  The change in dollars and  percentage
was due to volume related  efficiencies in our plastics  business ($1.3 million),  offset by higher raw material costs and
a change in demand to less  profitable  products  lines ($1.1  million)  and higher  corporate  allocated  expenses  ($0.5
million).  The Custom & Specialty  segment  gross profit  decreased to a loss of $(0.8)  million in the first half of 2004
compared  to income of $0.9  million  in the  first  half of 2003.  The  decline  was  driven  primarily  by the  overhead
absorption  impact of producing fewer units due to a decline in volume ($3.1 million)  partially  offset by cost reduction
programs and operational improvements ($1.4 million).

         Selling,  general,  and  administrative  expenses  were $20.2  million in the first half of 2004,  a $2.3 million
increase in  comparison to the same period of 2003.  The increase is 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 and the
negative impact of the translation of expenses incurred in foreign currencies to U.S. dollars.

         During the first half of 2004,  the  Company  recorded  restructuring  charges of $1.4  million.  A $0.5  million
charge was  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 Laon, France and a product line profitability  review program in
the Company's  German food can business,  which will result in the Company idling certain of its production  lines.  Total
cash  payments in the first six months of 2004 were $2.5 million  (primarily  severance  and facility shut down costs) and
the Company  anticipates  spending  another $6.8 million over the next several years.  The majority of these cash payments
relate to  restructuring  programs  completed in previous years, for which the Company has already realized the associated
cost  savings.   The  remaining  reserve  consists  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,         Additions        Cash Payments          July 4,
                                          2004 Balance                                              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.

         As discussed  earlier,  the Company has decided to phase out  operations at its New Castle,  PA  lithography  and
Elgin,  Illinois (Olive Can) Custom & Specialty  facilities  with  completion  expected during the fourth quarter of 2004,
and will record restructuring charges related to the closure of the facility in the third and fourth quarters.

         Interest  expense in the first half of 2004 decreased 2.2%, or $0.6 million,  versus the same period of 2003. The
decrease is due primarily to the  expiration of the Company's  interest rate  protection  agreements in the fourth quarter
of 2003 ($3.1 million)  partially  offset by higher interest rates due to the issuance of the 10 7/8% Senior Secured Notes
in July 2003 ($2.0 million) and higher  average  borrowings  ($0.5 million)  during the first half of the year compared to
the first half of 2003.  Bank  financing  fees for the first half of 2004 were $2.6  million as compared  to $2.0  million
for the first half of 2003,  due to the  amortization  of deferred  financing  costs related to the 10 7/8% Senior Secured
Notes.  As  discussed  earlier,  the  Company  also  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 Company  recorded an income tax benefit of $1.9 million for the first half of 2004 versus  income tax expense
of $2.6 million for the first half of 2003.  The income tax benefit  relates to the pretax loss  reported by the Company's
U.S.  business,  primarily as a result of the loss on the early  extinguishment  of debt.  The Company had  previously (in
2002 and 2003)  recorded  valuation  allowances as it could not conclude that it is "more likely than not" that all of the
deferred tax assets of certain of its foreign  operations will be realized in the  foreseeable  future.  Accordingly,  the
Company  did not  record  an income  tax  benefit  related  to the first  half of 2004 and 2003  losses of the  applicable
operations.

         Payment in kind  dividends of $7.6 million and $6.6 million on the  redeemable  preferred  stock were recorded in
the first half of 2004 and 2003, respectively.

Liquidity and Capital Resources

         During the first half of 2004,  liquidity  needs were met  through  cash on hand and  internally  generated  cash
flow.  Principal  liquidity  needs  included  debt  refinancing  costs,  operating  costs,  working  capital  and  capital
expenditures.  Cash flow used by  operations  was $4.9  million  for the six months  ended July 4, 2004,  compared to cash
used of $6.7 million for the six months ended June 29, 2003.  The  decreased  use of cash by  operations  is due primarily
to decreased use of working capital.

         Starting in the fourth quarter of 2003, many domestic and foreign steel  suppliers began  experiencing a shortage
of coke,  an important  component of the  steel-making  process.  The shortage is due to many  factors,  which include the
growing  Chinese  steel market and a fire at a coal mine in the U.S.,  which  produces  coke.  The shortage is expected to
continue  in at least the near  future.  While we cannot  predict the  long-term  effects  the  shortage  will have on our
tin-plate  costs,  the shortage has caused some steel  manufacturers  to charge a surcharge on steel,  which has increased
our tin-plate prices.

         Some  customer  contracts  allow us to pass  tin-plated  steel price  increases  through to our customers and the
Company  increased its selling  prices during the second  quarter of 2004.  The Company has generally  been  successful in
passing along the majority of the steel surcharge costs to our customers.  However,  future steel  surcharges  could occur
and the Company  cannot  predict with  certainty its ability to pass along future  increases to  customers.  Additionally,
customer contracts may limit pass-throughs and also may require us to match other competitive bids.

         Net cash used in  investing  activities  was $6.4  million for the first half of 2004 as compared to $2.2 million
for the first half of 2003.  First half of 2004 investing  activities  included capital spending of $7.5 million offset by
the net proceeds  received  from the March 2004 sale of our closed  Dallas,  Texas  facility of $1.0  million.  First half
2003 capital spending of $7.5 million was offset by proceeds  received from the sale of the Company's  Daegeling,  Germany
facility, which was sold at the end of 2002.

         Net cash used in financing  activities in the first six months of 2004 was $0.9 million,  versus cash provided of
$17.5 million for the same period in 2003.

         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").  The Credit  Facility  provides for aggregate  borrowings of $315.0  million  consisting of a $250.0
million Term B loan and a $65.0 million  Revolving  Credit Facility.  The $65.0 million  revolving credit facility will be
used by the Company for ongoing  working  capital and general  corporate  purposes,  including  the issuance of Letters of
Credit as described below.  The Letters of Credit subfacility is limited to $25.0 million.

         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 Term B loan facility is
payable in  quarterly  installments  of $625,000  from June 30, 2004 until the final  balance is due on January 15,  2010.
The  revolving  credit  facility  is  available  until June 21,  2009.  In  addition,  the Company is required to prepay a
portion of the Term B loan upon the occurrence of certain  specified  events.  See Note (7) to the Consolidated  Financial
Statements.

         The Company has paid  approximately  $5.3 million of fees and expenses related to the new Credit Facility through
July 4, 2004,  and  expects to incur  approximately  $0.9  million of  additional  fees and  expenses.  These fees will be
amortized  over the life of the  applicable  borrowings.  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 reduce 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.

         At existing  levels of operations,  cash  generated 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 Credit  Facility,  the Senior Secured Notes and the Senior  Subordinated  Notes contain a number of financial
and  restrictive  covenants.  Under the Credit  Facility,  the  Company  is  required  to meet  certain  financial  tests,
including  achievement  of a minimum  interest  coverage  ratio,  a maximum  total  leverage  ratio,  a maximum first lien
leverage ratio, and maximum annual capital  expenditures.  The restrictive  covenants limit the Company's ability to incur
liens and debt, sell assets, pay dividends or make distributions,  repurchase debt and to make certain loans,  investments
or  acquisitions.  The Company was in compliance  with all of the required  financial  ratios and other  covenants at July
4, 2004.

         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

Interest Rate Risk

         Interest  rate risk exposure  results from our floating rate  borrowings.  The table below  provides  information
about the  Company's  debt  obligations  that are  sensitive  to changes in interest  rates as of July 4, 2004.  The table
presents principal cash flows and related weighted average interest rates by expected maturity dates.

                                7/04/04
    Debt Obligations          -12/31/04      2005         2006        2007         2008      Thereafter   Fair Value
--------------------------    ----------- ------------ ----------- ------------ ------------ ----------- -------------
--------------------------
                                                               (dollars in millions)
Fixed rate                       $0.2         $  --       $0.9         $  --        $          $296.7     $291.3
                                                                                   --
Average interest rate                                      10.13%          --                    11.74%
                                 6.14%      --                                    --
Variable rate                     $9.7        $3.4         $3.5        $3.5         $   3.6    $242.1     $265.8
Average interest rate                           4.66%                    4.65%                   4.77%
                                 4.49%                    4.66%                    4.64%

         The Company does not use financial  instruments  for trading or  speculative  purposes.  Quoted market values are
only  available on the 10 7/8% Senior Secured Notes and 12 3/8% Senior  Subordinated  Notes.  Fair value amounts,  because
they do not include  certain  costs such as  prepayment  penalties,  do not represent the amount the Company would have to
pay to reacquire and retire all of its outstanding debt in a current transaction.

Item 4. Controls and Procedures

         As of July 4, 2004, 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 and subsequent  information as described  below,  the Chief  Executive  Officer and Chief  Financial
Officer  concluded,  as of July 4, 2004, 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.

         During the quarter ended July 4, 2004,  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.

         Subsequent to July 4, 2004, and 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 addition,  in connection  with the
Restatement,  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.  For a  discussion  of the  restatement  adjustments,  see  "Item  1.  Financial  Statements  - Note (2)
Restatements."

         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 our Chief  Executive  Officer and Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of our  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
France.  The Company  believes that, in connection with this effort,  it has  substantially  strengthened the organization
and personnel of the senior  financial and control  functions in Europe and adopted more rigorous  policies and procedures
with respect to its financial reporting.

         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.

Item 6. Exhibits
(a)      Exhibits

10.34    Separation  Agreement and General  Release  between United States Can Company and John L. Workman dated April 22,
                           2004.

                  18       Letter of  Deloitte & Touche LLP dated  August 4, 2004,  regarding  the  Company's  adoption of
                           FIFO for domestic inventories.

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

                                                        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:  November 17, 2004                                                       By:   /S/ Sandra K. Vollman
                                                                                    -----------------------
                                                                                    Sandra K. Vollman
                                                                                    Senior Vice President and
                                                                                    Chief Financial Officer
                                                                                    (Duly authorized officer and
                                                                                    principal financial officer)
```