`=======================================================================================================================


                                                     UNITED STATES
                                          SECURITIES AND EXCHANGE COMMISSION
                                                Washington, D.C. 20549

                                                      FORM 10-Q/A
                                                    Amendment No. 1

                                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                          THE SECURITIES EXCHANGE ACT OF 1934
                                     For the Quarterly Period Ended April 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 May 10, 2004, 53,333.333 shares of Common Stock were outstanding.


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







                                         U.S. CAN CORPORATION AND SUBSIDIARIES

                                                      FORM 10-Q/A

                                     FOR THE QUARTERLY PERIOD ENDED APRIL 4, 2004

                                                   TABLE OF CONTENTS

                                                                                                                    Page
                                                                                                                    ----
PART I           FINANCIAL INFORMATION

Item 1.          Restated Financial Statements (Unaudited)

                 Consolidated Statements of Operations for the Three Months Ended
                 April 4, 2004 and March 30, 2003.................................................................     3

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

                 Consolidated Statements of Cash Flows for the Three Months Ended
                 April 4, 2004 and March 30, 2003.................................................................     5

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

Item 2.          Management's Discussion and Analysis of Financial Condition
                 and Results of Operations........................................................................    20

Item 3.          Quantitative and Qualitative Disclosures About Market Risk.......................................    25

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

PART II          OTHER INFORMATION

Item 1.          Legal Proceedings................................................................................    27

Item 6.          Exhibits and Reports on Form 8-K.................................................................    27

                                                   EXPLANATORY NOTE

         This Form  10-Q/A  amends and  restates  the  original  Form 10-Q,  which was filed  with the  Securities  and
Exchange Commission on May 13, 2004,  including the restatement of the Company's financial  statements for the quarters
ended  April 4, 2004 and  March 30,  2003.  See Note (2) to the  Consolidated  Financial  Statements  and  Management's
Discussion and Analysis of Financial Condition and Results of Operations - Restatements.

                                       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 Quarterly Period Ended
                                                                  --------------------------------------------
                                                                  --------------------------------------------
                                                                          As Restated (See Note (2))
                                                                    April 4, 2004           March 30, 2003
                                                                  -------------------     --------------------
                                                                                  (Unaudited)

Net Sales                                                               $    213,467            $    199,153

Cost of Sales                                                                193,715                 178,878
                                                                        -------------           ------------

     Gross profit                                                             19,752                  20,275

Selling, General and Administrative Expenses                                   9,804                   9,287

Special Charges                                                                  482                     758
                                                                        -------------           ------------

     Operating income                                                          9,466                  10,230

Interest Expense                                                              12,717                  13,068

Bank Financing Fees                                                            1,378                   1,014
                                                                        -------------           ------------

     Loss before income taxes                                                 (4,629)                 (3,852)

Provision for Income Taxes                                                       332                     580
                                                                        ------------            ------------

   Net Loss                                                                   (4,961)                 (4,432)

Preferred Stock Dividend Requirement                                          (3,824)                 (3,246)
                                                                        ------------            ------------

Net Loss Attributable to Common Stockholders                            $     (8,785)           $     (7,678)
                                                                        ============            ============



                               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)

                                                                                  As Restated
                                                                                 (See Note (2))
                                                                                   April 4,         December 31,
                                    ASSETS                                           2004               2003
                                                                                ----------------  -----------------
CURRENT ASSETS:                                                                            (Unaudited)
      Cash and cash equivalents                                                   $       5,297     $       22,964
      Accounts receivable, net of allowances                                             88,401             81,393
      Inventories                                                                        98,023             95,140
      Other current assets                                                               17,978             14,713
                                                                                ----------------  -----------------
          Total current assets                                                          209,699            214,210

PROPERTY, PLANT AND EQUIPMENT, less accumulated
  depreciation and amortization                                                         239,405            247,489

GOODWILL                                                                                 27,384             27,384

DEFERRED INCOME TAXES                                                                    31,135             30,816

OTHER NON-CURRENT ASSETS                                                                 52,848             54,519
                                                                                ----------------  -----------------
          Total assets                                                            $     560,471     $      574,418
                                                                                ================  =================

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Current maturities of long-term debt and capital lease obligations          $      25,068     $       23,457
      Accounts payable                                                                   95,087             98,411
      Accrued expenses                                                                   46,096             50,695
      Restructuring reserves                                                              2,125              3,412
      Income taxes payable                                                                  391                362
                                                                                ----------------  -----------------
          Total current liabilities                                                     168,767            176,337

LONG TERM DEBT                                                                          535,511            535,767

LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
   BENEFIT PLANS                                                                         71,976             71,779

OTHER LONG-TERM LIABILITIES                                                               5,568              5,492
                                                                                ----------------  -----------------

          Total liabilities                                                             781,822            789,375

REDEEMABLE PREFERRED STOCK, 200,000 shares authorized,
   106,667 shares issued & outstanding                                                  150,779            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                                              (29,558)           (28,124)
      Accumulated deficit                                                              (395,905)          (387,120)
                                                                                ----------------  -----------------
          Total stockholders' equity / (deficit)                                       (372,130)          (361,911)
                                                                                ----------------  -----------------
              Total liabilities and stockholders' equity                          $     560,471     $      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 Quarterly Period Ended
                                                                                          As Restated (See Note (2))
                                                                                       April 4, 2004      March 30, 2003
                                                                                     ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                             (Unaudited)
  Net loss                                                                             $        (4,961)    $        (4,432)
  Adjustments to reconcile net income to net cash used for operating activities:
      Depreciation and amortization                                                             11,198               9,182
      Special Charges                                                                              482                 758
      Deferred income taxes                                                                       (508)                726
  Change in operating assets and liabilities, net of effect of acquired and disposed
    of businesses:
      Accounts receivable                                                                       (7,882)            (11,205)
      Inventories                                                                               (4,182)             (1,089)
      Accounts payable                                                                          (1,693)              6,022
      Accrued expenses                                                                          (6,188)                890
      Other, net                                                                                (2,349)             (1,628)
                                                                                     ------------------  ------------------
          Net cash used for operating activities                                               (16,083)               (776)
                                                                                     ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                          (3,719)             (3,858)
  Proceeds from the sale of property                                                             1,018               5,186
                                                                                     ------------------  ------------------
                                                                                     ------------------  ------------------
          Net cash provided by (used for) investing activities                                  (2,701)              1,328
                                                                                     ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings under revolving lines of credit                                                     -                 200
  Payments of other long-term debt, including capital lease obligations                           (602)             (5,492)
  Borrowings of other debt                                                                       2,169                 478
                                                                                     ------------------  ------------------
      Net cash provided by (used for) financing activities                                       1,567              (4,814)
                                                                                     ------------------  ------------------
                                                                                     ------------------  ------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                           (450)               (403)
                                                                                     ------------------  ------------------
DECREASE IN CASH AND CASH EQUIVALENTS                                                          (17,667)             (4,665)
CASH AND CASH EQUIVALENTS, beginning of period                                                  22,964              11,690
                                                                                     ------------------  ------------------
CASH AND CASH EQUIVALENTS, end of period                                               $         5,297     $         7,025
                                                                                     ==================  ==================



                            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
                                                     April 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  fair value  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 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 quarters  ended April 4, 2004 and March 30,
2003.
                                        For The Quarterly Periods Ended

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

                                        April 4, 2004    March 30, 2003
                                      ------------------------------------

Net Loss...................................                  $                 $
                                      (4,961)           (4,432)

Stock-Based Compensation Cost,
  net of tax - fair value method......... (30)              (20)
                                      ------------------------------------

Pro-Forma Net Loss.....................            $                 $
                                      (4,991)           (4,452)
                                      ====================================

(2) RESTATEMENT

         These financial statements reflect adjustments to the Company's financial  information  previously reported on
Form 10-Q for the quarterly period ended April 4, 2004.

         In August 2004,  and  subsequent to the issuance of its  consolidated  financial  statements for the quarterly
period ended April 4, 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 quarterly period ended
                                                                              -----------------------------------
                                                                         -------------------- -------------------
                                                                            April 4, 2004       March 30, 2003
                                                                            -------------       --------------
Net Loss, as reported..................................................             $(2,498)            $(4,037)
Understatements of product costs and expenses..........................              (2,115)                   -
Reductions in asset values to net realizable values....................                  382                 117
Underaccruals of liabilities...........................................                (751)               (369)
Other..................................................................                   21               (143)
                                                                         -------------------- -------------------
                                                                         -------------------- -------------------
Net Loss, as restated..................................................             $(4,961)            $(4,432)
                                                                                    ========            ========
 ........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.  This resulted
in a reduction  to the net loss in the first  quarter of 2003 and 2004,  as amounts  originally  recognized  in each of
these periods were recognized in earlier periods on a restated basis.

         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 quarterly periods ended April 4, 2004 and March 30, 2003.

                                                                      For the Quarterly Periods Ended
                                                  -------------------------------------------------------------------------
                                                                                       ------------------------------------
                                                             April 4, 2004                       March 30, 2003
                                                  -------------------------------------------------------------------------
                                                                           AS                                  AS
                                                    AS RESTATED        PREVIOUSLY       AS RESTATED    PREVIOUSLY REPORTED
                                                                        REPORTED
Net Sales                                              $   213,467        $   213,428     $   199,153          $   198,890

Cost of Sales                                              193,715            191,033         178,878              177,546
                                                  ----------------- ------------------ --------------- --------------------
     Gross profit
                                                            19,752             22,395          20,275               21,344

Selling, General and Administrative Expenses                 9,804              9,997           9,287                9,676

Special Charges                                                482                522             758                1,030
                                                  ----------------- ------------------ --------------- --------------------
     Operating income
                                                             9,466             11,876          10,230               10,638

Interest Expense                                            12,717             12,670          13,068               13,088

Bank Financing Fees                                          1,378              1,378           1,014                1,014
                                                  ----------------- ------------------ --------------- --------------------
     Loss before income taxes
                                                           (4,629)            (2,172)         (3,852)              (3,464)

Provision for Income Taxes                                     332                326             580                  573
                                                  ----------------- ------------------ --------------- --------------------
Net Loss
                                                           (4,961)            (2,498)         (4,432)              (4,037)

Preferred Stock Dividend Requirement                       (3,824)            (3,824)         (3,246)              (3,246)
                                                  ----------------- ------------------ --------------- --------------------
Net Loss Available to Common Stockholders              $   (8,785)        $   (6,322)      $  (7,678)          $   (7,283)
                                                  ================= ================== =============== ====================

         The following table presents the impact of the  restatement  adjustments  discussed above on the  Consolidated
Balance Sheet on a condensed basis as of April 4, 2004:







                    ASSETS                                 April 4, 2004
                                                            (Unaudited)
                                                 ----------------------------------
CURRENT ASSETS:                                    AS RESTATED           AS
                                                                  PREVIOUSLYREPORTED
     Cash and cash equivalents                        $    5,297        $    5,633

     Accounts receivables, net of allowances              88,401            94,805

     Inventories                                          98,023            98,609

     Other current assets                                 17,978            18,207
                                                 ---------------- -----------------
          Total current assets
                                                         209,699           217,254

PROPERTY, PLANT AND EQUIPMENT, less
    accumulated depreciation and amortization            239,405           235,324


OTHER NON-CURRENT ASSETS                                 111,367           111,370

                                                 ---------------- -----------------
          Total assets                                $  560,471        $  563,948
                                                 ================ =================

     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and
capital lease obligations                             $   25,068        $   19,992

Accounts payable                                          95,087            88,853

Accrued expenses                                          46,096            40,955
Other current liabilities                                  2,516             3,311
                                                 ---------------- -----------------
    Total current liabilities                            168,767
                                                                           153,111


LONG TERM DEBT                                           535,511           535,511


OTHER LONG-TERM LIABILITIES                               77,544            79,024
                                                 ---------------- -----------------


          Total liabilities                              781,822           767,646


PREFERRED STOCK                                          150,779           150,779

STOCKHOLDERS' EQUITY (a)                               (372,130)         (354,477)
                                                 ---------------- -----------------
         Total liabilities and stockholders'
equity                                                $  560,471        $  563,948
                                                 ================ =================

(a)          "As Restated"  amounts include the cumulative impact due to the restatement of the net loss and the impact
      of the changes in the consolidated balance sheet on the foreign currency translation adjustment.

(3) SUPPLEMENTAL CASH FLOW INFORMATION

         The Company paid interest of  approximately  $21.9  million and $3.3 million for the  quarterly  periods ended
April 4, 2004 and March 30,  2003,  respectively.  The  Company  paid $0.6  million in income  taxes for the  quarterly
period ended April 4, 2004 and $0.3 million for the quarterly period ended March 30, 2003.







(4) SPECIAL CHARGES

2004
----

         During the first  quarter of 2004,  the Company  recorded a  restructuring  charge of $0.5 million  related to
position  elimination costs in Europe.  The position  eliminations  consisted of 23 employees and include  eliminations
related to an early  termination  program in one European facility and a product line  profitability  review program in
our  German  food can  business.  Total  cash  payments  in the first  quarter  of 2004 were  $1.6  million  (primarily
severance  and  facility  shut down costs) and the Company  anticipates  spending  another  $6.7  million over the next
several  years.  The  remaining  reserve  consists  primarily  of  employee  termination  benefits  paid  over time for
approximately eight salaried and 44 hourly employees and other ongoing facility exit costs.


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

                               January 1,           Additions        Cash Payments             Other (b)          April 4,
                                                                                                                  2004
                              2004 Balance                                                                        Balance
                              --------------    ---------------                                                   -----------
                              ---------------    ---------------    -----------------    ----------------     --------------
   Employee Separation                  $4.3               $0.5              $(1.3)               $(0.1)            $3.4
   Facility Closing Costs                3.6                -                 (0.3)                 -                3.3
                              ---------------    ---------------    -----------------    ----------------     --------------
                              ---------------    ---------------    -----------------    ----------------     --------------
   Total                                $7.9               $0.5              $(1.6)               $(0.1)            $6.7 (a)
                              ===============    ===============    =================    ================     ==============
                              ==============    =============

(a)      Includes $4.6 million classified as other long-term liabilities as of April 4, 2004.
(b)      Non-cash foreign currency translation impact

2003
----

         During the first  quarter of 2003,  the Company  recorded a  restructuring  charge of $0.8 million  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.  Total cash payments in the
first  quarter of 2003 were $4.4 million  (primarily  severance and facility  shut down costs).  The remaining  reserve
consisted primarily of employee  termination  benefits to be paid over time for approximately 33 salaried and 51 hourly
employees  (approximately  600 positions were originally  identified for  elimination)  and other ongoing facility exit
costs.

         The table below presents the reserve categories and related activity as of March 30, 2003:

                                     January 1,                                                 March 30,
                                    2003 Balance       Net Additions     Cash Payments        2003 Balance
                                   ----------------    --------------   ----------------    ------------------
                                   ----------------    ---------------    ----------------    ------------------
        Employee Separation                  $9.4                $0.8              $(2.6)               $7.6
        Facility Closing Costs                6.5                 -                 (1.8)                4.7
                                   ----------------    ---------------    ----------------    ------------------
                                   ----------------    ---------------    ----------------    ------------------
        Total                               $15.9                $0.8              $(4.4)              $12.3 (a)
                                   ================    ===============    ================    ==================
                                   ================    ==============   ================    ==================

(a)      Includes $3.8 million classified as other long-term liabilities as of March 30, 2003.

 (5) INVENTORIES

         All domestic  inventories are stated at cost determined by the last-in,  first-out  ("LIFO") cost method,  not
in excess of market.  Subsidiaries'  inventories of  approximately  $44.7 million at April 4, 2004 and $42.4 million at
December 31, 2003 are stated at cost  determined by the  first-in,  first-out  ("FIFO")  cost method,  not in excess of
market.  FIFO cost of LIFO inventories approximated their LIFO value at April 4, 2004 and at December 31, 2003.








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

                                                                                          April 4,         December 31,
                                                                                            2004               2003
                                                                                    -----------------   ----------------
         Raw materials........................................................      $          20,289    $        21,872
         Work in process......................................................                 40,343             38,635
         Finished goods.......................................................                 37,391             34,633
                                                                                    -----------------    ---------------

                                                                                    $          98,023    $        95,140
                                                                                    =================    ===============

(6) COMPREHENSIVE NET LOSS

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

                                                                                          April 4,        December 31,
                                                                                            2004              2003
                                                                                        -------------   ---------------
         Foreign Currency Translation Adjustment ...................................         $(8,477)           $(7,479)
         Minimum Pension Liability Adjustment.......................................         (21,081)           (20,645)
                                                                                        ------------     ---------------
         Total Accumulated Other Comprehensive Loss.................................        $(29,558)          $(28,124)
                                                                                        ============     ==============

         The components of comprehensive  loss for the quarterly  periods ended April 4, 2004 and March 30, 2003 are as
follows (000's omitted):
                                                                                        For the Quarterly Periods Ended
                                                                                        -----------------------------------
                                                                                            April 4,          March 30,
                                                                                              2004             2003
                                                                                        -------------     -------------
         Net Loss...................................................................    $      (4,961)    $      (4,432)
         Foreign Currency Translation Adjustment....................................                (1,434)
2,131
         Unrealized Gain on Cash Flow Hedges (a)....................................               --             1,030
                                                                                        -------------     -------------
         Comprehensive Loss.........................................................    $      (6,395)    $      (1,271)
                                                                                        =============     =============

(a)       Net of reclassification of losses included in net loss of $1.6 million for the first quarter of 2003.

(7) 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 first quarter of 2004 and 2003 (000's omitted):

U.S.
----
                                                                  April 4, 2004      March 30, 2003
                                                                 ----------------  -------------------

  ervice cost..................................................         $                   $
 S                                                                     287                227
  nterest cost.................................................
 I                                                                     724                679
  eturn on assets..............................................
 R                                                                    (683)              (569)
  ecognized loss...............................................
 R                                                                     28                  68
  ecognized prior service cost.................................
 R                                                                     94                  94
                                                                 ----------------  -------------------

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











Non-U.S.
--------
                                                                  April 4, 2004      March 30, 2003
                                                                 ----------------  -------------------

  ervice cost..................................................         $                   $
 S                                                                     88                  77
  nterest cost.................................................
 I                                                                    1,129               938
  eturn on assets..............................................
 R                                                                    (864)              (655)
  ecognized loss...............................................
 R                                                                     208                197
                                                                 ----------------  -------------------

                                                                        $                   $
Net periodic pension cost.....................................         561                557
                                                                 ================  ===================

         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
quarters ended April 4, 2004 and March 30, 2003, included the following components (000's omitted):

U.S.
----
                                                                  April 4, 2004      March 30, 2003
                                                                 ----------------  -------------------

  ervice cost..................................................         $                   $
 S                                                                     80                  66
  nterest cost.................................................
 I                                                                     369                372
  ecognized loss...............................................
 R                                                                     52                  34
  ecognized prior service cost.................................
 R                                                                    (226)              (226)
                                                                 ----------------  -------------------

                                                                        $                   $
Net periodic pension cost.....................................         275                246
                                                                 ================  ===================

         The  Company  made  $0.2  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 first  quarter of 2004.  In  addition,  the Company  made
payments  under its  postretirement  benefit  plan of $0.4 million in the first  quarter of 2004.  The Company does not
anticipate  its 2004  contributions  to any of its plans to be  significantly  different  from the  amounts  previously
disclosed in the Company's consolidated financial statements for the year ended December 31, 2003.

(8) 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 loss from  operations  for the quarterly
periods ended April 4, 2004 and March 30, 2003, respectively (000's omitted):

                                                                                          April 4,         March 30,
                                                                                            2004              2003
                                                                                       -------------    ---------------
         REVENUES FROM EXTERNAL CUSTOMERS:
            Aerosol................................................................    $      92,155    $        88,778
            International..........................................................           78,398             63,328
            Paint, Plastic & General Line..........................................           33,426             31,245
            Custom & Specialty.....................................................            9,488             15,802
                                                                                       -------------    ---------------
            Total revenues.........................................................    $     213,467    $       199,153
                                                                                       =============    ===============

         INCOME (LOSS) FROM OPERATIONS:
            Aerosol................................................................    $      14,585    $        14,008
            International..........................................................           (1,418)            (1,509)
            Paint, Plastic & General Line..........................................            3,472              4,185
            Custom & Specialty.....................................................             (347)               551
                                                                                       --------------   ---------------
            Total Segment Income From Operations...................................           16,292             17,235
            Unallocated Selling, General & Administrative Expenses (a).............           (6,344)            (6,247)
            Special Charges (b)....................................................             (482)              (758)
            Interest Expense.......................................................          (12,717)           (13,068)
            Bank Financing Fees....................................................           (1,378)            (1,014)
                                                                                       -------------    ---------------
            Loss before income taxes...............................................    $      (4,629)   $        (3,852)
                                                                                       =============    ===============


         (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.

 (9) 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.

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) SUBSEQUENT EVENTS

         On April 22, 2004,  U.S. Can  Corporation  announced that George V. Bayly, a member of the Company's  Board of
Directors,  had been named Chief  Executive  Officer of U.S. Can Corporation and that John Workman would step down from
his position as Chief Executive  Officer.  Mr. Bayly began  overseeing the daily  operations of U.S. Can on April 22nd.
Definitive  agreements  have not yet been executed with Mr. Bayly or Mr.  Workman;  however,  potential  employment and
separation costs are not expected to be material to the Company's financial position or results of operations.

(11) 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 April 4, 2004 and  December  31,  2003 and for the  quarterly  periods  ended  April 4, 2004 and
March 30,  2003. The  information as of April 4, 2004, and for the quarterly  periods ended April 4, 2004 and March 30,
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
                                 RESTATED For the Quarterly Period Ended APRIL 4, 2004
                                                      (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......................        $    -      $ 135,069        $      -           $  78,398           $    -      $ 213,467
COST OF SALES..................             -        117,359               -              76,356                -        193,715
                                       -------     ----------       ---------          ----------          -------     ---------
     Gross profit..............             -         17,710               -               2,042                -         19,752
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -          6,344                -              3,460                -          9,804
SPECIAL CHARGES................             -              -                -                482                -            482
                                       -------     ---------        ---------          ----------          -------     ---------
     Operating income..........             -         11,366                -             (1,900)               -          9,466
INTEREST EXPENSE...............             -         10,922            1,353                442                -         12,717
BANK FINANCING FEES............             -          1,288                -                 90                -          1,378
EQUITY IN LOSS
  OF SUBSIDIARIES .............         (4,961)       (4,374)            (822)                -             10,157            -
                                       -------     ----------       -----------        ---------           --------    --------

     Loss before income taxes           (4,961)       (5,218)          (2,175)            (2,432)           10,157  (4,629)
PROVISION (BENEFIT) FOR
  INCOME TAXES.................             -           (257)              75                514                -            332
                                       -------     ----------       ---------          ---------           -------     ---------

NET LOSS.......................         (4,961)       (4,961)          (2,250)            (2,946)           10,157  (4,961)

PREFERRED STOCK DIVIDEND
  REQUIREMENT..................         (3,824)           -                -                  -                 -         (3,824)
                                       -------     ---------        ---------          ---------           -------     ---------

NET LOSS ATTRIBUTABLE TO COMMON
 STOCKHOLDERS..................        $(8,785)    $  (4,961)       $  (2,250)         $  (2,946)          $10,157     $  (8,785)
                                       =======     =========        =========          =========           ========    =========







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

                                    CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                RESTATED For the Quarterly Period Ended MARCH 30, 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......................        $    -      $ 135,825        $      -           $  63,328           $    -      $ 199,153
COST OF SALES..................             -        117,080               -              61,798                -        178,878
                                       -------     ----------       ---------          ----------          -------     ---------
     Gross profit..............             -         18,745               -               1,530                -         20,275
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -          6,248                -              3,039                -          9,287
SPECIAL CHARGES................             -            527                -                231                -            758
                                       -------     ----------       ---------          ----------          -------     ---------
     Operating income..........             -         11,970                -             (1,740)               -         10,230
INTEREST EXPENSE...............             -         10,628            1,596                844                -         13,068
BANK FINANCING FEES............             -          1,014                -                 -                 -          1,014
EQUITY IN LOSS
  OF SUBSIDIARIES .............         (4,432)       (4,636)          (2,001)                -             11,069            -
                                       -------     ---------        -----------        ---------           --------    --------
     Loss before income taxes           (4,432)       (4,308)          (3,597)            (2,584)           11,069        (3,852)
PROVISION FOR
  INCOME TAXES.................             -            124                -                456                -            580
                                       -------     ---------        ---------          ---------           -------     ---------
NET LOSS.......................         (4,432)       (4,432)          (3,597)            (3,040)           11,069        (4,432)

PREFERRED STOCK DIVIDEND
  REQUIREMENT..................         (3,246)           -                -                  -                 -         (3,246)
                                       -------     ---------        ---------          ---------           -------     ---------

NET LOSS ATTRIBUTABLE TO COMMON
 STOCKHOLDERS..................        $(7,678)    $  (4,432)       $  (3,597)         $  (3,040)          $11,069     $  (7,678)
                                       =======     =========        =========          =========           ========    =========








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

                                         CONDENSED CONSOLIDATING BALANCE SHEET
                                             RESTATED As of APRIL 4, 2004
                                                      (unaudited)
                                                    (000s omitted)


                                                                                       Restated
                                                                     USC May       USC Europe/ May
                                  Restated        Restated        Verpackungen       Verpackungen                        Restated
                                  U.S. Can     United States         Holding             GmbH                            U.S. Can
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor      Restated        Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)     Eliminations     Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $       -     $      1,608      $           -       $      3,689       $       -      $      5,297
     Accounts receivable......             -          51,591                   -            36,810                -           88,401
     Inventories..............             -          53,274                   -            44,749                -           98,023
     Other current assets.....             -           5,798                   -            12,180                -           17,978
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         112,271                   -            97,428                -          209,699
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         140,202                   -            99,203                -          239,405
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          31,009                   -               126                -           31,135
OTHER NON-CURRENT ASSETS......             -          38,382                   -            14,466                -           52,848
INTERCOMPANY
  ADVANCES....................             -         262,230                   -                 -         (262,230)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             59,493                 -          (59,493)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    611,478      $       59,493      $    211,223       $ (321,723)    $    560,471
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $      2,033      $           -       $     23,035       $       -      $     25,068
     Accounts payable.........             -          37,124                   -            57,963                -           95,087
     Restructuring reserves...             -           1,678                   -               447                -            2,125
     Income taxes payable.....             -               -                   -               391                -              391
     Other current liabilities             -          30,789                   -            15,307                -           46,096
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          71,624                   -            97,143                -          168,767
liabilities...................
TOTAL LONG TERM DEBT..........           854         534,657                   -                 -                -          535,511
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          41,018                 930            30,028                -           71,976
OTHER LONG-TERM
  LIABILITIES.................             -           2,594                   -             2,974                -            5,568
PREFERRED STOCK...............       150,779               -                   -                 -                -          150,779
INTERCOMPANY LOANS............       112,055               -             123,023            27,152         (262,230)               -
INVESTMENT IN
  SUBSIDIARIES................       108,442          70,027                   -                  -        (178,469)                -
STOCKHOLDERS' EQUITY..........      (372,130)       (108,442)            (64,460)           53,926          118,976         (372,130)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    611,478      $       59,493      $    211,223       $ (321,723)    $    560,471
and
            stockholders'
equity........................
                                ============== ===============  ================== =================  ============== ==================







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

                                         CONDENSED CONSOLIDATING BALANCE SHEET
                                                AS OF DECEMBER 31, 2003
                                                    (000's 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
                                 RESTATED FOR THE QUARTERLY PERIOD ENDED APRIL 4, 2004
                                                      (unaudited)
                                                     (000s omitted)


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

CASH FLOWS USED FOR OPERATING ACTIVITIES.........$.....-.....   $(11,040)      $  (2,250)           $ (2,793)        $ (16,083)
                                                 -     -        ---------      ---------            --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (3,354)             -                 (365)           (3,719)
  Proceeds from sale of property.......................-.....      1,018              -                    -             1,018
                                                       -        --------       ---------            --------         ---------
      Net cash used for investing activities...........-.....     (2,336)             -                 (365)           (2,701)
                                                       -        --------       ---------            ---------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances.....................-.....     (1,268)          2,250                (982)                -
  Payments of other long-term debt.....................-.....       (602)             -                    -              (602)
  Borrowings of other debt.............................-.....          -              -                2,169             2,169
                                                       -        --------       ---------            ---------        ---------
      Net cash (used for) provided by                  -          (1,870)
                                                 --------       ----------
financing
     activities..............................................                      2,250               1,187             1,567
                                                                               ----------           ---------        ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................-.....          -              -                 (450)             (450)
                                                       -        --------       ---------            ---------        ----------
DECREASE IN CASH AND                                   -         (15,246)
  CASH EQUIVALENTS...........................................                         -               (2,421)          (17,667)
CASH AND CASH EQUIVALENTS, beginning of                -          16,854
                                                 --------       ---------
  period.....................................................                         -                6,110            22,964
                                                                               ---------            --------         ---------
CASH AND CASH EQUIVALENTS, end of period.........$.....-.....   $  1,608       $      -             $  3,689         $   5,297
                                                 =     =        =========      =========            ========         =========







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

                                    CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                RESTATED FOR THE QUARTERLY PERIOD ENDED MARCH 30, 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 FOR) PROVIDED BY OPERATING      $     -        $  3,463
                                                 --------       --------
  ACTIVITIES.................................................                  $  (3,601)           $   (638)        $    (776)
                                                                               ---------            --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (2,782)             -               (1,076)           (3,858)
  Proceeds from sale of property.......................-.....         13              -                5,173             5,186
                                                       -        --------       ---------            --------         ---------
      Net cash (used for) provided by                  -          (2,769)
                                                 --------       --------
investing activities.........................................                         -                4,097             1,328
                                                                               ---------            --------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances.....................-.....     (2,513)          3,601              (1,088)                -
  Net borrowings under revolving line of               -             200
credit.......................................................                         -                    -               200
  Payments of other long-term debt.....................-.....       (265)             -               (5,227)           (5,492)
  Borrowings of other debt.............................-.....          -              -                  478               478
                                                       -        --------       ---------            ---------        ---------
      Net cash (used for) provided by                  -          (2,578)
                                                 --------       ----------
financing
     activities..............................................                      3,601              (5,837)           (4,814)
                                                                               ----------           ----------       ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................-.....          -              -                 (403)             (403)
                                                       -        --------       ---------            ---------        ----------
DECREASE IN CASH AND                                   -          (1,884)
  CASH EQUIVALENTS...........................................                         -               (2,781)           (4,665)
CASH AND CASH EQUIVALENTS, beginning of                -           5,707
                                                 --------       ---------
  period.....................................................                         -                5,983            11,690
                                                                               ---------            --------         ---------
CASH AND CASH EQUIVALENTS, end of period.........$.....-.....   $  3,823       $      -             $  3,202         $   7,025
                                                 =     =        =========      =========            ========         =========







 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).

Restatements

         This Form 10-Q/A  amends and restates the following  sections of the original Form 10-Q,  which was filed with
the Securities and Exchange Commission on May 13, 2004 (the "Original 10-Q"):
         Part I...
o        Item 1.  Financial Statements
o        Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
o        Item 4.  Controls and Procedures.
         Part II
o        Item 6.  Exhibits and Reports On Form 8-K

         The Company has restated its financial  statements  as of and for the years ended  December 31, 2003 and 2002,
and for the first quarter of 2004 (the  "Restatement")  to reflect  adjustments  to its previously  reported  financial
information  for such periods.  The  foregoing  items have been amended to reflect the effects of the  Restatement  and
have not been updated to reflect  other  events  occurring  after the filing of the Original  Form 10-Q or to modify or
update  those  disclosures  affected  by  subsequent  events,  except  for those  disclosures  provided  in Note (2) to
Consolidated  Financial  Statements  included  in Item 1 of this Form  10-Q/A.  As a result,  you should read this Form
10-Q/A in  conjunction  with the Company's  Form 10-K/A for the year ended December 31, 2003 (the "December 2003 10-K")
and the Company's  periodic  reports filed under the Securities and Exchange Act of 1934 (the "Exchange Act") following
the  filing of this Form  10-Q/A.  This Form  10-Q/A  reflects  balances  and  amounts  on a  restated  basis.  For the
convenience  of the reader,  this Form 10-Q/A amends in its entirety the Original  10-Q, but does not restate or update
the disclosure contained herein to reflect any events that occurred at a later date other than that set forth above.

         For a  discussion  of the  individual  adjustments  contained  in the  Restatement,  see  "Item  1.  Financial
Statements --Note (2)  Restatements."

         In August 2004,  and  subsequent to the issuance of its  consolidated  financial  statements for the quarterly
period ended April 4, 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
immediately  informed the  Company's  Board of Directors  and its Audit  Committee,  which  conducted a review of these
issues  assisted by outside  legal  advisors and  accounting  consultants,  and also  promptly  informed the  Company's
independent  auditors,  Deloitte & Touche  LLP.  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.  On September  30, 2004,  the Company  disclosed  its intent to restate its
financial  statements  for the years ended  December  31,  2002 and 2003 and for the  quarterly  period  ended April 4,
2004.  Those changes are reflected in this Restatement.

         The principal effects of the Restatement are:

o        Increases in the reported amounts of cost of sales, causing corresponding increases in net loss of $5.9
     million and $7.8 million  for the years ended December 31, 2002, and December 31, 2003, respectively, and $0.4
     million and $2.5 million for the quarterly periods ended March 30, 2003 and April 4, 2004, respectively;
o        Decreased working capital, principally as a result of decreased accounts receivable and increased accounts
     payable and accrued expenses; and
o        Increased short-term borrowings by $5.1 million in the aggregate as of April 4, 2004.

         The  Company  did not amend its  Annual  Report on Form 10-K or  Quarterly  Reports  on Form 10-Q for  periods
affected by the Restatement that ended prior to December 31, 2003, and the financial  statements and related  financial
information and disclosures contained in those reports should no longer be relied upon.







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.  Estimates  are used for,  but not
limited to: customer rebate accruals included in allowance for doubtful accounts;  inventory  valuation;  restructuring
amounts;  asset impairments;  goodwill  impairments;  pension assumptions and tax valuation  allowances.  Future events
and their effects cannot be perceived with certainty.  Accordingly,  our accounting  estimates  require the exercise of
management's  current  best  reasonable  judgment  based on  facts  available.  The  accounting  estimates  used in the
preparation of the consolidated  financial  statements will change as new events occur, as more experience is acquired,
as more information is obtained and as the Company's  operating  environments  change.  Accounting  policies  requiring
significant  management judgments include those related to revenue recognition,  inventory valuation,  rebate accruals,
goodwill impairment,  restructuring  reserves, tax valuation allowances,  pension benefit obligations and interest rate
exposure.

         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.
Significant  business or customer  conditions  could cause material  changes to the amounts  reflected in our financial
statements.  For example,  the Company enters into  contractual  agreements  with certain of its customers for rebates,
generally  based on annual sales volumes.  Should the Company's  estimates of the customers'  annual sales volumes vary
materially  from the sales  volumes  actually  realized,  revenue  may be  materially  impacted,  however,  we have not
historically  been required to make material  adjustments  to our rebate  accruals.  Similarly,  a large portion of the
Company's  inventory is  manufactured  to customer  specifications.  Other  inventory is  generally  less  specific and
saleable to multiple customers.  However,  losses may result should the Company manufacture customized products,  which
it is unable to sell.  Since raw  materials  inventory  is generally  not  customer-specific,  losses  would  generally
relate to work in progress  and  finished  goods  inventory.  An  increase  of 1% in the level of reserves  for work in
progress and finished  goods  inventory  would result in a pretax  charge of less than $1 million.  The Company has not
historically  experienced  major  deviations in the level of reserve for  unsaleable  inventory,  except in the case of
discontinued product lines.

         Statement of Financial  Accounting  Standards (SFAS) No. 142 "Goodwill and Other  Intangible  Assets" requires
that goodwill and  "indefinite-lived"  intangibles  are not amortized but are tested at least annually for  impairment.
On an ongoing basis, the Company reviews its operations for indications of potential  goodwill  impairment and annually
tests its  goodwill  for  impairment  under  SFAS 142 in  November  of each  year.  The  Company  identifies  potential
impairments  of goodwill by comparing an  estimated  fair value for each  applicable  business  unit to its  respective
carrying value.  Although the values are assessed using a variety of internal and external  sources,  future events may
cause  reassessments  of these values and related  goodwill  impairments.  The Company  currently  has $27.4 million of
goodwill  relating to its Aerosol and Paint,  Plastic and General Line segments  included in its  consolidated  balance
sheet.  As of December  31,  2003,  a 10%  decrease  in the  Company's  assessment  of the fair value of the Aerosol or
Paint, Plastic and General Line businesses would have caused no impairment of the goodwill related to that segment.

         In accordance with SFAS 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets," we continually
review  whether events and  circumstances  subsequent to the  acquisition  of any long-lived  assets have occurred that
indicate the remaining  estimated  useful lives of those assets may warrant  revision or that the remaining  balance of
those  assets may not be  recoverable.  If events and  circumstances  indicate  that the  long-lived  assets  should be
reviewed for possible  impairment,  we use projections to assess whether future cash flows or operating  income (before
amortization)  on an undiscounted  basis related to the tested assets is likely to exceed the recorded  carrying amount
of those assets,  to determine if a write-down is  appropriate.  Should an  impairment be  identified,  a loss would be
reported to the extent that the carrying  value of the  impaired  assets  exceeds  their fair values as  determined  by
valuation  techniques  appropriate  in the  circumstances  that  could  include  the use of  similar  projections  on a
discounted  basis.  Our  estimates of future cash flows are based on  historical  performance,  our  assessment  of the
impact of economic and  industry-specific  trends and Company-prepared  projections.  These estimates are highly likely
to change from period to period based on  performance  and changes in market and  economic  conditions.  A  significant
decline in our  assessment  of future  cash flows and a  significant  decline  in our  assessment  of the fair value of
long-lived assets could cause us to record material impairment losses.

         As more fully described in Note (4) to the Consolidated  Financial Statements,  several restructuring programs
were  implemented  in order to  streamline  operations  and reduce  costs.  The Company has  established  reserves  and
recorded  charges  against such  reserves,  to cover the costs to implement  the  programs.  The  estimated  costs were
determined  based on  contractual  arrangements,  quotes from  contractors,  similar  historical  activities  and other
judgmental  determinations.  Actual costs may differ from those  estimated.  During 2004, the Company recorded a charge
of $0.5 million  related to position  elimination  costs in Europe.  As of April 4, 2004,  $6.7 million of reserves for
restructuring  programs were included in the  Company's  consolidated  balance  sheet.  $3.4 million of these  reserves
related to employee  separation  costs for employees that have already been  separated.  As these payments will be made
over time,  actual  payments  may not reflect  the amounts  accrued  but they are  unlikely  to vary  materially.  $3.3
million of the reserve  relates to future  costs  related to  facilities  that the Company has closed.  The Company has
made  assumptions  regarding  the period of time that it will  require to dispose of these  facilities.  In most cases,
the  Company  has  included  costs  through  the life of the  leases.  If the  Company  disposes  of or  subleases  the
facilities earlier than expected, the Company will reduce the level of the reserve.

         The Company  accounts for income taxes using the asset and liability  method under which  deferred  income tax
assets and  liabilities  are  recognized  for the tax  consequences  of "temporary  differences"  between the financial
statement  carrying  amounts and the tax bases of existing assets and  liabilities and operating  losses and tax credit
carry  forwards.  On an ongoing basis,  the Company  evaluates its deferred tax assets to determine  whether it is more
likely than not that such assets will be realized in the future and records valuation  allowances  against the deferred
tax assets for amounts which are not  considered  more likely than not to be realized.  The estimate of the amount that
is more  likely  than not to be  realized  requires  the use of  assumptions  concerning  the amounts and timing of the
Company's future income by taxing jurisdiction.  Actual results may differ from those estimates.

         The Company relies upon actuarial models to calculate its pension and post-retirement  benefit obligations and
the related effects on operations.  Accounting for pensions and  post-retirement  benefit plans using actuarial  models
requires the use of estimates and assumptions  regarding  numerous factors,  including the discount rate, the long-term
rate of return on plan assets,  health care cost increases,  retirement ages,  mortality and employee  turnover.  On an
annual basis,  the Company  evaluates these critical  assumptions and makes changes to them as necessary to reflect the
Company's  experience.  In any given year, actual results could differ from actuarial  assumptions made due to economic
and other  factors which could impact the amount of expense or liability  for pensions or  postretirement  benefits the
Company reports.

         Two of the critical  assumptions in determining  the Company's  reported  expense or liability for pensions or
post-retirement  benefits are the discount  rate and the long-term  expected rate of return on plan assets.  The use of
a lower  discount rate and a lower  long-term  expected rate of return on plan assets would  increase the present value
of benefit  obligations  and  increase  pension  expense  and  post-retirement  benefit  expense.  A 1% decrease in the
Company's  discount rate would have caused the Company's 2003 pension expense and  post-retirement  expense to increase
by  approximately  $1.2 million.  A 1% decrease in our assumed  return on plan assets would have  increased our pension
expense by  approximately  $0.3  million.  At December 31, 2003,  the Company  reduced its discount rate related to its
U.S.  plans by 0.5%.  This  increased  the  Company's  annual  2004  pension  expense  and  post-retirement  expense by
approximately $0.6 million.








Results of Operations

         The following table presents the Company's Revenue and Gross Profit by segment for the first quarter of 2004
as compared to the first quarter of 2003.

                                           For the three months ended April 4, 2004 and March 30, 2003
                                   -----------------------------------------------------------------------------
                                              Revenue                   Gross Profit        Percentage to Sales
                                   -----------------------------------------------------------------------------
                                        2004           2003           2004          2003      2004      2003
                                   -----------------------------------------------------------------------------

Aerosol                               $   92,155     $ 88,778       $ 14,585      $ 14,008    15.8%     15.8%
International                            78,398          63,328         2,042         1,531    2.6%      2.4%
Paint, Plastic & General Line            33,426          31,245         3,472         4,185   10.4%     13.4%

Custom & Specialty                         9,488         15,802      (347)               551 (3.7)%      3.5%
                                   ----------------------------------------------------------
    Total                             $ 213,467      $ 199,153      $ 19,752      $ 20,275    9.3%      10.2%
                                   ==========================================================

         Consolidated  net sales for the first  quarter  ended  April 4, 2004 were  $213.5  million  compared to $199.2
million in the first quarter of 2003, an increase of 7.2%.  Along  business  segment  lines,  Aerosol net sales for the
first quarter of 2004 increased to $92.2 million from $88.8 million for the same period in 2003, a 3.8%  increase,  due
to increased unit volume ($4.5  million)  offset by changes in customer and product mix ($1.1  million).  International
net sales  increased to $78.4  million for the first  quarter of 2004 from $63.3 million for the first quarter of 2003,
an increase of $15.1 million or 23.8%.  The increase was due to the positive  impact of the  translation  of sales made
in foreign  currencies  based upon using the same average U.S. dollar exchange rates in effect during the first quarter
of 2003 ($10.8  million),  an increase in volume  ($3.1  million)  and the  positive  impact of a change in product mix
($1.2  million).  Paint,  Plastic & General  Line net sales  increased  $2.2  million  to $33.4  million  for the first
quarter of 2004 from $31.2  million for the first  quarter of 2003.  This  increase  was due to an increase in plastics
volume ($0.9 million) and increasing  resin prices in our plastics  business ($1.9  million),  which are  contractually
passed on to customers,  partially  offset by the negative impact of decreased metal can volume ($0.6 million).  In the
Custom & Specialty  segment,  sales  decreased  40.0% from $15.8  million for the first quarter of 2003 to $9.5 million
for the first quarter of 2004, driven primarily by a decline in volume.

          Consolidated  gross profit  decreased  $0.5 million for the quarter ended April 4, 2004 from the same quarter
in 2003.  Along  business  segment lines,  Aerosol gross profit dollars  increased by $0.6 million while the percentage
to sales  remained  the same at 15.8%.  The increase in Aerosol  gross profit  dollars was due to an increase in volume
in the first  quarter  of 2004  versus  the same  period of 2003  partially  offset by  increased  raw  material  costs
associated  with steel  surcharges as discussed in the "Liquidity and Capital  Resources"  section.  The  International
segment gross profit  increased $0.5 million  versus the same period in 2003 and the  percentage to sales  increased to
2.6% from 2.4%. The increase in International  gross profit was primarily due to increased  International  volume ($0.8
million) and cost reduction programs and other operational  efficiency  improvements  ($0.3 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 ($0.6 million).  The Paint,  Plastic & General Line segment gross profit  decreased
$0.7 million  versus the same period in 2003.  The  percentage  to net sales  decreased  from 13.4% in 2003 to 10.4% in
2004.  The  decrease  in  dollars  and  percentage  was due to a change in demand in the first  quarter of 2004 to less
profitable  product  lines ($0.8  million)  along with an increase in  corporate  allocated  expenses  ($0.2  million),
partially  offset by volume  related  efficiencies  in our plastics  business  ($0.3  million).  The Custom & Specialty
segment  gross profit  decreased to a loss of $(0.3)  million,  compared to income of $0.6 million in the first quarter
of 2003.  The  decline  was driven  primarily  by the  overhead  absorption  impact of  producing  fewer units due to a
decline in volume ($1.9  million)  partially  offset by cost  reduction  programs and  operational  improvements  ($1.0
million).

         Selling,  general and  administrative  costs were $9.8  million or 4.6% of sales in the first  quarter of 2004
compared  to $9.3  million  or 4.7% of sales in the first  quarter  of 2003.  The  increase  in  selling,  general  and
administrative  costs in the first  quarter is primarily  due to the  negative  impact of the  translation  of expenses
incurred in foreign currencies to U.S. dollars.

         During the first  quarter of 2004,  the Company  recorded a  restructuring  charge of $0.5 million  related to
position  elimination costs in Europe.  The position  eliminations  consisted of 23 employees and include  eliminations
related to an early  termination  program in one European facility and a product line  profitability  review program in
our  German  food can  business.  Total  cash  payments  in the first  quarter  of 2004 were  $1.6  million  (primarily
severance  and  facility  shut down costs) and the Company  anticipates  spending  another  $6.7  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  eight  salaried and 44 hourly  employees  and other
ongoing facility exit costs.

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

                               January 1,        Additions           Cash           Other (b)          April 4,
                              2004 Balance                         Payments                           2004 Balance
                              --------------    -------------    -------------    ---------------    --------------
                              --------------    -------------    -------------    ---------------    --------------
Employee Separation                     $4.3              $0.5            $(1.3)           $(0.1)          $3.4
Facility Closing Costs                   3.6               -               (0.3)             -              3.3
                              --------------    -------------    -------------    ---------------    --------------
                              --------------    -------------    -------------    ---------------    --------------
Total                                   $7.9              $0.5            $(1.6)           $(0.1)          $6.7 (a)
                              ==============    =============    =============    ===============    ==============
                              ==============    =============    =============    ===============    ==============

(a)      Includes $4.6 million classified as other long-term liabilities as of April 4, 2004.
(b)      Non-cash foreign currency translation impact

         Interest expense in the first three months of 2004 decreased 2.7%, or $0.4 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 ($1.5  million)  partially  offset by higher  interest rates due to the issuance of the 10 7/8%
Senior  Secured Notes in July 2003 ($0.9  million) and higher  average  borrowings  ($0.2  million)  during the period.
Bank  financing  fees for the first quarter of 2004 were $1.4 million as compared to $1.0 million for the first quarter
of 2003, due to the amortization of deferred financing costs related to the 10 7/8% Senior Secured Notes.

         Income tax expense was $0.3  million for the first  quarter of 2004 versus  income tax expense of $0.6 million
for the first  quarter of 2003.  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 quarter 2004 and 2003 losses of the applicable operations.

         Payment in kind  dividends of $3.8 million and $3.2 million on the  redeemable  preferred  stock were recorded
for the first quarters of 2004 and 2003, respectively.

Liquidity and Capital Resources

         During the first quarter of 2004,  liquidity needs were met through cash on hand and internally generated cash
flow.  Principal  liquidity needs included operating costs,  working capital and capital  expenditures.  Cash flow used
by  operations  was $16.1  million for the three months  ended April 4, 2004  compared to cash used of $0.8 million for
the three  months  ended March 30, 2003.  The  increased  use of cash by  operations  is due  primarily to increases in
working capital,  including the payment of $10.6 million of interest  payments on our 12 3/8% Senior  Subordinated debt
in the first fiscal quarter of 2004 versus the second fiscal quarter of 2003.

         Net cash used for  investing  activities  was $2.7 million for the first  quarter of 2004 compared to net cash
provided of $1.3  million for the first  quarter of 2003.  First  quarter 2004  investing  activities  include  capital
spending of $3.7  million  offset by the net proceeds  received  from the March 2004 sale of our closed  Dallas,  Texas
facility of $1.0 million.  Proceeds  received  from the sale of property  during the first quarter of 2003 are composed
primarily of the payment  received for the sale of the Company's  Daegeling,  Germany  facility,  which was sold at the
end of 2002.

         Net cash provided by financing  activities in the first three months of 2004 was $1.6 million  versus net cash
used of $4.8  million for the same period in 2003.  The primary  first  quarter  2004  sources of cash were  borrowings
under the  revolving  line of credit  granted by one of May  Verpackungen's  lenders and  short-term  borrowings by our
facility in Laon, France, both to fund working capital requirements.

         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.  We
informed our customers of steel related price  increases to be effective in the second  quarter of 2004, and expect the
future  impact  of the  current  level of  unrecovered  steel  price  increases  to be  immaterial.  However,  customer
contracts may limit pass-throughs and also may require us to match other competitive bids.

         At April 4, 2004, $42.1 million was outstanding  under the $110.0 million revolving loan portion of the Senior
Secured Credit Facility.  Letters of Credit of $12.7 million were also outstanding  securing the Company's  obligations
under various insurance programs and other contractual  agreements.  In addition,  the Company had $5.3 million of cash
and cash equivalents at quarter end.

         The Senior  Secured  Credit  Facility,  the 10 7/8% Senior  Secured Notes and the 12 3/8% Senior  Subordinated
Notes contain a number of financial and restrictive  covenants.  Under our Senior Secured Credit Facility,  the Company
is required to meet certain  financial  tests,  including  achievement of a minimum  EBITDA level,  a minimum  interest
coverage ratio, a minimum fixed charge coverage ratio and a maximum  leverage  ratio.  The restrictive  covenants limit
the Company's  ability to incur debt,  pay dividends or make  distributions,  sell assets or  consolidate or merge with
other  companies.  As of April 4, 2004,  the Company  reported that it was in compliance  with its covenants  under the
aforementioned  facilities.  On a restated  basis,  the Company was not in  compliance  with  certain of its  financial
ratios under the Senior  Secured Credit  Facility;  however,  subsequent to April 4, 2004,  the Company  refinanced its
senior debt and was in  compliance  with the  financial  covenants  of its new senior debt  facility  for all  relevant
periods.

         At existing levels of operations,  cash generated from  operations  together with amounts to be drawn from 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 Senior Secured Credit  Facility and to redeem or refinance our preferred  stock will be subject to future
economic conditions and to financial, business and other factors, many of which are beyond management's control.

         The  Company's  amended  Senior  Secured  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 Senior Secured Credit Facility.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Management  does not believe the Company's  exposure to market risk has  significantly  changed since year-end
2003.







Item 4. Controls and Procedures

         As of April 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,  the Chief Executive Officer and Chief Financial Officer concluded,  as of April
4, 2004, that the Company's  disclosure controls and procedures were effective for recording,  processing,  summarizing
and reporting the information the Company discloses in the reports that the Company files with the Commission.

         During the quarter ended April 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 April 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.  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.

         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 and Reports On Form 8-K
(a)      Exhibits
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


         (b)      Reports on Form 8-K
                  (i)    The Company  furnished to the  Commission a Current Report on Form 8-K on February 24, 2004 to
                         announce its results of  operations  for the period ended  December  31, 2003.  The  Company's
                         fourth  quarter 2004  earnings  press release was attached to the Current  Report.  Subsequent
                         to the  filing  of  this  report,  the  Company  restated  its  financial  statements  and the
                         disclosures in the report should no longer be relied upon.






                                                     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)`