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                                             CERTIFICATION PURSUANT TO
                             SECTION 13a-15 OF THE SECURITIES AND EXCHANGE ACT OF 1934
                                              AS ADOPTED PURSUANT TO
                                   SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Philip R. Mengel, certify that:

1.        I have reviewed this quarterly report on Form 10-Q of U.S. Can Corporation;

2.       Based on my knowledge,  this quarterly  report does not contain any untrue statement of a material fact or
              omit to state a material fact  necessary to make the statements  made, in light of the  circumstances
              under which such  statements  were made,  not  misleading  with respect to the period covered by this
              report;

3.       Based on my  knowledge,  the  financial  statements,  and other  financial  information  included  in this
              report,  fairly present in all material respects the financial  condition,  results of operations and
              cash flows of the registrant as of, and for, the periods presented in this report;

4.       The  registrant's  other  certifying  officers and I are  responsible  for  establishing  and  maintaining
              disclosure  controls and  procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
              the registrant and have:

                      (a)      Designed such disclosure controls and procedures, or caused such disclosure
                               controls and procedures to be designed under our supervision, to ensure that
                               material information relating to the registrant, including its consolidated
                               subsidiaries, is made known to us by others within those entities, particularly
                               during the period in which this report is being prepared;

                      (b)      Evaluated the effectiveness of the registrant's disclosure controls and procedures
                               and presented in this report our conclusions about the effectiveness of the
                               disclosure controls and procedures, as of the end of the period covered by this
                               report based on such evaluation; and

                      (c)      Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
                               the registrant's most recent fiscal quarter (the registrant's fourth fiscal
                               quarter in the case of an annual report) that has materially affected, or is
                               reasonably likely to materially affect, the registrant's internal control over
                               financial reporting; and

5.       The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of
              internal control over financial reporting, to the registrant's auditors and the audit committee of
              the registrant's board of directors (or persons performing the equivalent functions);

                       (a)     All significant deficiencies and material weaknesses in the design or operation of
                               internal control over financial reporting which are reasonably likely to adversely
                               affect the registrant's ability to record, process, summarize and report financial
                               information; and

                        (b)    Any fraud, whether or not material, that involves management or other employees
                               who have a significant role in the registrant's internal control over financial
                               reporting.

         Date: August 16, 2005

            /s/ Philip R. Mengel
         Philip R. Mengel
         Chief Executive Officer
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