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


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

                                                               FORM 10-Q

                                          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                                  THE SECURITIES EXCHANGE ACT OF 1934
                                           For the Quarterly Period Ended September 28, 2003

                                                    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 |X| No |_|

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

                                                       Yes |_| No |X|


         As of November 3, 2003, 53,333.333 shares of Common Stock were outstanding.


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







                                                 U.S. CAN CORPORATION AND SUBSIDIARIES

                                                               FORM 10-Q

                                           FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2003

                                                           TABLE OF CONTENTS

                                                                                                                    Page
                                                                                                                    ----

PART I           FINANCIAL INFORMATION

Item 1.          Financial Statements (Unaudited)

                 Consolidated Statements of Operations for the Three and Nine Months Ended
                 September 28, 2003 and September 29, 2002........................................................     3

                 Consolidated Balance Sheets as of September 28, 2003 and December 31, 2002.......................     4

                 Consolidated Statements of Cash Flows for the Nine Months Ended
                 September 28, 2003 and September 29, 2002........................................................     5

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

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

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

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

PART II          OTHER INFORMATION

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

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





                                               INCLUSION OF FORWARD-LOOKING INFORMATION

         Certain statements in this report constitute "forward-looking statements" within the meaning of the federal securities laws.
Such statements involve known and unknown risks and uncertainties which may cause the Company's actual results, performance or
achievements to be materially different than any future results, performance or achievements expressed or implied in this report. By
way of example and not limitation and in no particular order, known risks and uncertainties include general economic and business
conditions; the Company's substantial debt and ability to generate sufficient cash flows to service its debt; the Company's
compliance with the financial covenants contained in its various debt agreements; changes in market conditions or product demand; the
level of cost reduction achieved through restructuring and capital expenditure programs; changes in raw material costs and
availability; downward selling price movements; currency and interest rate fluctuations; increases in the Company's leverage;  the
Company's ability to effectively integrate acquisitions; changes in the Company's business strategy or development plans; the timing
and cost of plant closures; the success of new technology; and increases in the cost of compliance with laws and regulations,
including environmental laws and regulations. In light of these and other risks and uncertainties as described under "Risk Factors"
in the Company's Annual Report on From 10-K for the fiscal year ended December 31, 2002 and filed with the Securities and Exchange
Commission in March 2003, the inclusion of a forward-looking statement in this report should not be regarded as a representation by
the Company that any future results, performance or achievements will be attained.






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



                                                                      For The                            For The
                                                                 Three Months Ended                 Nine Months Ended
                                                         ----------------------------------- ---------------------------------
                                                          September 28,     September 29,    September 28,     September 29,
                                                               2003              2002             2003             2002
                                                         ----------------- ----------------- ---------------  ----------------
                                                                                     (unaudited)
Net Sales                                                  $   204,508         $   205,474     $   613,710      $   595,136
Cost of Sales                                                  183,783             185,674         546,931          533,475
                                                           -----------         -----------     -----------      -----------
     Gross Income                                               20,725              19,800          66,779           61,661
Selling, General and Administrative Expenses                     8,829               9,373          27,166           28,571
Special Charges                                                   (791)              5,071             830            5,071
                                                           ------------        -----------     -----------      -----------
     Operating Income                                           12,687               5,356          38,783           28,019
Interest Expense                                                14,643              12,122          40,876           37,942
Bank Financing Fees                                              2,507               1,014           4,535    -       3,037
                                                           -----------         -----------     -----------    - -----------
     Loss Before Income Taxes                                   (4,463)             (7,780)         (6,628)         (12,960)
Provision (Benefit) for Income Taxes                              (167)             (2,551)          2,707           (4,473)
                                                           ------------        ------------    -----------      -----------

Net Loss Before Cumulative Effect of
   Accounting Change                                            (4,296)             (5,229)         (9,335)          (8,487)

Cumulative Effect of Accounting Change, net of income
   taxes                                                             -                   -               -          (18,302)
                                                           -----------         -----------     -----------      -----------
Net Loss Before Preferred Stock Dividends                       (4,296)             (5,229)         (9,335)         (26,789)
Preferred Stock Dividend Requirement                            (3,485)             (3,158)        (10,131)          (9,213)
                                                           -----------         -----------     -----------      -----------
Net Loss Attributable to Common Stockholders               $    (7,781)        $    (8,387)    $   (19,466)     $   (36,002)
                                                           ===========         ===========     ===========      ===========



                               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)

                                                                                 September 28,      December 31,
                                    ASSETS                                           2003               2002
                                                                                ----------------  -----------------
CURRENT ASSETS:                                                                            (unaudited)
      Cash and cash equivalents                                                   $      10,016     $       11,790
      Accounts receivable, net of allowances                                            110,026             89,986
      Inventories                                                                       103,638            105,635
      Deferred income taxes                                                               6,811              7,730
      Other current assets                                                                8,483             14,466
                                                                                ----------------  -----------------
          Total current assets                                                          238,974            229,607

PROPERTY, PLANT AND EQUIPMENT, less accumulated
  depreciation and amortization                                                         233,296            241,674

GOODWILL                                                                                 27,384             27,384

DEFERRED INCOME TAXES                                                                    27,265             29,340

OTHER NON-CURRENT ASSETS                                                                 54,989             50,821
                                                                                ----------------  -----------------
          Total assets                                                            $     581,908     $      578,826
                                                                                ================  =================

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Current maturities of long-term debt and capital lease obligations          $      30,136     $       26,153
      Accounts payable                                                                   84,764             94,537
      Accrued expenses                                                                   53,739             51,446
      Restructuring reserves                                                              5,453             11,990
      Income taxes payable                                                                  771                958
                                                                                ----------------  -----------------
          Total current liabilities                                                     174,863            185,084

LONG TERM DEBT                                                                          533,756            523,529

LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
   BENEFIT PLANS                                                                         75,342             74,574

OTHER LONG-TERM LIABILITIES                                                               6,644              6,352
                                                                                ----------------  -----------------

          Total liabilities                                                             790,605            789,539

REDEEMABLE PREFERRED STOCK, 200,000 shares authorized,
   106,667 shares issued & outstanding                                                  143,265            133,133

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                                              (39,726)           (51,076)
      Accumulated deficit                                                              (365,569)          (346,103)
                                                                                ----------------  -----------------
          Total stockholders' equity / (deficit)                                       (351,962)          (343,846)
                                                                                ----------------  -----------------
              Total liabilities and stockholders' equity                          $     581,908     $      578,826
                                                                                ================  =================

                                    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 Nine Months Ended
                                                                                       September 28,
                                                                                           2003          September 29, 2002
                                                                                     ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                             (unaudited)
  Net loss before preferred stock dividend requirements                                  $    (9,335)        $   (26,789)
  Adjustments to reconcile net loss to net cash used in
    operating activities -
      Depreciation and amortization                                                           28,159              27,320
      Special charges                                                                            830               5,071
      Cumulative effect of accounting change                                                      -               18,302
      Deferred income taxes                                                                      991              (6,389)
  Change in operating assets and liabilities, net of effect of acquired
     businesses:
      Accounts receivable                                                                    (16,134)             (4,605)
      Inventories                                                                              6,105              (5,040)
      Accounts payable                                                                       (13,687)               (870)
      Accrued expenses                                                                        (2,397)             (9,324)
      Other, net                                                                               3,176              (2,262)
                                                                                         -----------         -----------
          Net cash used in operating activities                                               (2,292)             (4,586)
                                                                                         -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures including restructuring capital                                        (9,853)            (18,537)
  Proceeds from sale of property                                                               5,429               5,763
  Investment in Formametal S.A.                                                                    -                (133)
                                                                                         -----------         ------------
          Net cash used in investing activities                                               (4,424)            (12,907)
                                                                                         -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of 10 7/8% senior secured notes                                                   125,000                  -
  Net borrowings (payments) under the revolving line of credit                               (30,100)             10,600
   Borrowings of other debt                                                                    3,498              14,964
  Payment of Tranche A loan                                                                  (27,294)             (4,000)
  Payment of Tranche B loan                                                                  (47,206)               (500)
  Payments of other debt, including capital lease obligations                                (11,025)             (3,937)
  Payments of debt financing costs                                                            (6,455)                  -
                                                                                         ------------        -----------
          Net cash provided by financing activities                                            6,418              17,127
                                                                                         ------------        -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                       (1,476)               (525)
                                                                                         -------------       ------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                         (1,774)               (891)

CASH AND CASH EQUIVALENTS, beginning of year                                                  11,790              14,743
                                                                                         ------------        -----------

CASH AND CASH EQUIVALENTS, end of period                                                 $    10,016         $    13,852
                                                                                         ============        ===========



                                    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
                                                          SEPTEMBER 28, 2003
                                                              (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".  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 previously filed financial  statements and footnotes  included
in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2002.

         Certain  prior year  amounts  have been  reclassified  to conform with the 2003  presentation.  Additionally,  results for the
first nine months of 2002 were restated  related to the Company's  adoption of Statement of Financial  Accounting  Standards (SFAS) No.
142 "Goodwill and Other Intangible  Assets" on January 1, 2002.  Under the standard,  goodwill and  "indefinite-lived"  intangibles are
no longer amortized,  but are tested annually for impairment.  During the fourth quarter of 2002, the Company  determined the amount of
its goodwill  impairment and recorded a pre-tax goodwill  impairment  charge of $39.1 million ($18.3 million,  net of tax) effective as
of January 1, 2002.  The charge has been presented as a cumulative effect of a change in accounting principle.

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, the following  table presents (in thousands) what the Company's net loss would have been had
the Company determined  compensation  costs using the fair value-based  accounting method for the three and nine months ended September
28, 2003 and September 29, 2002.

                                              Three Months Ended                     Nine Months Ended
                                      ------------------------------------ --------------------------------------

                                        September 28,     September 29,      September 28,     eptember 29, 2002
                                            2003              2002               2003         S
                                      ------------------------------------ ------------------ -------------------

Net Loss Before Preferred Stock        $                 $                  $                  $
  Dividends................................................................    (4,296)           (5,229)            (9,335)            (26,789)

Stock-Based Compensation Cost,
  net of tax...............................               (20)              (38)               (60)               (114)
                                      ------------------------------------ ------------------ -------------------

Pro-Forma Net Loss Before Preferred    $                 $                  $                  $
  Stock Dividends......................           (4,316)           (5,267)            (9,395)            (26,903)
                                      ==================================== ================== ===================

 NEW ACCOUNTING PRONOUNCEMENTS

         SFAS No.  145  "Rescission  of FASB  Statements  No.  4, 44,  and 46,  Amendment  of FASB  Statement  No.  13,  and  Technical
Corrections"  was issued in April 2002 and is effective for fiscal years beginning  after May 15, 2002.  This statement  eliminates the
current  requirement  that  gains and losses on  extinguishment  of debt be  classified  as  extraordinary  items in the  statement  of
operations.  Instead,  the statement  requires that gains and losses on extinguishment of debt be evaluated against the criteria in APB
Opinion 30 to  determine  whether or not such gains or losses  should be  classified  as an  extraordinary  item.  The  statement  also
contains other  corrections to  authoritative  accounting  literature in SFAS 4, 44 and 46. In accordance with the  pronouncement,  the
Company  adopted the standard on January 1, 2003.  There was no impact to the Company's 2003 or 2002 financial  position and results of
operations as a result of the adoption.

         The Financial  Accounting  Standards Board (FASB) issued SFAS No. 146  "Accounting for Costs  Associated With Exit or Disposal
Activities,"  in July 2002.  SFAS No. 146  requires  that a  liability  for a cost  associated  with an exit or  disposal  activity  be
recognized  when the liability is incurred.  SFAS No. 146  supercedes  the guidance of Emerging  Issues Task Force  ("EITF")  Issue No.
94-3  "Liability  Recognition  for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity,"  which  required that
liabilities  for exit costs be  recognized at the date of an entity's  commitment  to an exit plan.  SFAS No. 146 is effective for exit
or disposal  activities  that are  initiated  after  December 31, 2002.  As  discussed  in Note 3, the Company  recorded  restructuring
charges in 2003 in accordance with the provisions of SFAS No. 146.

         In May 2003,  the FASB issued SFAS No. 149,  "Amendment of Statement 133 on Derivative  Instruments  and Hedging  Activities."
SFAS No. 149 amends and clarifies  accounting for derivative  instruments  including certain derivative  instruments  embedded in other
contracts and hedging  activities  under SFAS No. 133. It is effective for contracts  entered into or modified  after June 30, 2003 and
for hedging  relationships  designated  after June 30, 2003.  The  adoption of this  standard  did not impact the  Company's  financial
position or results of operations.

         In May 2003,  the FASB  issued SFAS No. 150,  "Accounting  For Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities  and Equity"  which  establishes  standards  for how an issuer of financial  instruments  classifies  and measures  certain
financial  instruments  with  characteristics  of both  liabilities  and  equity.  It  requires  that an issuer  classify  a  financial
instrument  that is within its scope as a liability (or an asset in some  circumstances)  if, at inception,  the monetary  value of the
obligation is based solely or  predominantly  on a fixed  monetary  amount known at inception,  variations in something  other than the
fair value of the issuer's  equity shares or variations  inversely  related to changes in the fair value of the issuer's equity shares.
This  Statement is effective for financial  instruments  entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period  beginning  after June 15, 2003. In accordance  with the  pronouncement,  the Company adopted the
standard on June 30, 2003. At September  28, 2003,  the Company had $143.3  million of  redeemable  preferred  stock.  However,  as the
Company's  redeemable  preferred stock does not contain an unconditional  obligation requiring the Company to redeem it by transferring
assets at a specified or determinable  date, or upon an event certain to occur,  the adoption of SFAS No. 150 did not have an impact on
the Company's financial position or results of operations.

(2) SUPPLEMENTAL CASH FLOW INFORMATION

         The Company paid interest of  approximately  $30.7 million and $30.9 million for the nine months ended  September 28, 2003 and
September  29, 2002,  respectively.  The Company paid $1.3  million in income  taxes for the nine months ended  September  28, 2003 and
$1.5 million for the nine months ended September 29, 2002.

(3) SPECIAL CHARGES

2003
----

         During the first nine months of 2003, the Company  recorded net special  charges of $0.8 million.  $1.0 million of the charges
were  recorded in the first quarter of 2003 related to position  elimination  costs in the U.S. and Europe.  The position  eliminations
consisted of 16 employees,  including two management level employees and an early termination  program in one European  facility.  $0.6
million of the charges were recorded in the second quarter of 2003 related to additional  severance  costs for a previously  terminated
employee at May  Verpackungen.  During the third quarter of 2003,  the Company  recorded a net  restructuring  benefit of $0.8 million.
The net benefit  includes a $0.2 million  charge  related to management  position  elimination  costs at May  Verpackungen  offset by a
reserve reduction of $1.0 million in connection with a reassessment of previously  established  reserves related to the closing in 2002
of the Burns Harbor facility.

         The  Company  recorded  the 2003  charges in  accordance  with SFAS No. 146,  "Accounting  for Costs  Associated  With Exit or
Disposal  Activities."  SFAS No. 146 requires that a liability for a cost  associated  with an exit or disposal  activity be recognized
when the  liability is incurred  rather than at the  commitment  date.  The adoption of SFAS No. 146 did not have a material  effect on
the timing of the  special  charges  recorded in the first nine  months of 2003.  Total cash  payments in the first nine months of 2003
were $7.3 million  (primarily  severance and facility shut down costs) and the Company  anticipates  spending another $9.2 million over
the next several years. The remaining  reserve consists  primarily of employee  termination  benefits paid over time for  approximately
28 salaried and 43 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 September 28, 2003:

                           January 1, 2003          Net              Cash          September 28,
                               Balance          Additions(b)       Payments         2003 Balance
                           -----------------    -------------    -------------    -----------------
                           -----------------    -------------    -------------    -----------------
Employee Separation                  $9.2               $1.0            $(4.5)            $5.7
Facility Closing Costs                6.5                 (0.2)          (2.8)             3.5
                           -----------------    -------------    -------------    -----------------
                           -----------------    -------------    -------------    -----------------
Total                               $15.7                               $(7.3)               $9.2 (a)
                                                $0.8
                           =================    =============    =============    =================


(a)      Includes $3.7 million classified as other long-term liabilities as of September 28, 2003.

(b)      Includes a reserve reduction of $1.0 million in connection with a reassessment of previously established reserves related to
              the closing in 2002 of the Company's Burns Harbor facility.

2002
----

         During the third quarter of 2002, the restructuring  reserves established in 2001 were reassessed,  resulting in an additional
charge of  approximately  $5.1 million.  The increased  reserves were  primarily due to additional  employee  separation  costs of $4.4
million and facility  carrying costs of $2.1 million.  Additionally,  employee  separation  costs related to our Burns Harbor  facility
closing were  reassessed,  resulting in a reserve  reduction of $1.4 million.  The increased  employee  separation costs were primarily
due to larger  payments made to employees of the Southall,  England plant as a result of the extension of the closure period and to the
elimination  of  additional  positions  in  connection  with the 2001  corporate  termination  program.  Facility  closing  costs  were
reassessed as a result of recent landlord negotiations.

         Total cash  payments in the first nine months of 2002 were $15.9  million.  The remainder of the reserve  consisted  primarily
of employee  termination  benefits paid over time for approximately 78 salaried and 144 hourly employees  (approximately  600 positions
were  originally  identified for  elimination),  future cash payments for employee  benefits as required under union  contracts,  lease
termination and other facility exit costs.

         The table below presents the reserve categories and related activity as of September 29, 2002:

                           January 1, 2002          Net              Cash          Other (b)          September 29,
                               Balance          Additions(c)       Payments                            2002 Balance
                           -----------------    -------------    -------------    -------------    --------------------
                           -----------------    -------------    -------------    -------------    --------------------
Employee Separation                 $21.2               $ 3.0          $(12.4)            $0.6               $12.4
Facility Closing Costs               10.7                 2.1            (3.5)             1.6                10.9
                           -----------------    -------------    -------------    -------------    --------------------
                           -----------------    -------------    -------------    -------------    --------------------
Total                               $31.9               $ 5.1          $(15.9)            $2.2               $23.3 (a)
                           =================    =============    =============    =============    ====================

(a)      Includes $6.0 million classified as other long-term liabilities as of September 29, 2002.
(b)      Non-cash foreign currency translation impact and the reversal of $1.5 million of asset write-offs previously expensed in the
              2001 restructuring.

(c)      Includes a reserve reduction of $1.4 million in connection with a reassessment of previously established reserves related to
              the closing in 2002 of the Company's Burns Harbor facility.

(4) 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  $51.5  million at September 28, 2003 and $48.1 million at December 31, 2002 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 September 28, 2003 and at December 31, 2002.







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

                                                                                        September 28,      December 31,
                                                                                            2003               2002
                                                                                    -----------------   ----------------
         Raw materials........................................................      $          21,790    $        23,492
         Work in process......................................................                 43,507             46,435
         Finished goods.......................................................                 38,341             35,708
                                                                                    -----------------    ---------------
                                                                                    $         103,638    $       105,635
                                                                                    =================    ===============

(5) DEBT OBLIGATIONS

         On July 22, 2003,  United  States Can Company  completed an offering of $125 million of 10 7/8% Senior  Secured Notes due 2010
("Second  Priority Senior Secured Notes").  The Notes are secured,  on a second priority basis, by substantially  all of the collateral
that  currently  secures the Company's  Senior Secured Credit  Facility.  The Company used the $125 million in proceeds  generated from
the  offering  to prepay  $23.3  million  of its  Tranche A term  loan,  $46.7  million  of its  Tranche B term loan and to reduce  its
borrowings  under its revolving  credit facility by $55.0 million.  The repayments  under the revolving  credit facility did not reduce
the $110.0 million amount available for borrowings under the facility.

         The Company also amended its Senior  Secured  Credit  Facility to permit the offering of the Second  Priority  Senior  Secured
Notes and adjust certain  financial  covenants,  among other things.  These  amendments  also permit,  from time to time and subject to
certain  conditions,  the  Company  to make  borrowings  under its  revolving  credit  facility  for  repurchases  of a portion  of its
outstanding 12 3/8% senior  subordinated  notes.  The Company has paid  approximately  $6.4 million of fees and expenses related to the
offering and senior secured credit facility  amendment through September 28, 2003, and expects to incur  approximately  $1.2 million of
additional  fees and expenses.  These fees (net of the $1.2 million that has been expensed as discussed  below) will be amortized  over
the life of the applicable borrowings.

         Bank financing fees include the  amortization of deferred  financing fees and, for the third quarter of 2003 and the 2003 year
to date periods,  $1.2 million of the fees related to the amendment of the Senior Secured  Credit  Facility that were paid and expensed
by the Company.

         The Senior Secured Credit  Facility,  the Second Priority Senior Secured Notes and the 12 3/8% Senior  Subordinated  Notes due
2010  ("Senior  Subordinate  Notes")  contain a number of financial and  restrictive  covenants.  The covenants for the Senior  Secured
Credit Facility were amended on July 22, 2003,  effective as of June 29, 2003. Under the Company's  Senior Secured Credit Facility,  it
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.  The Company was in compliance
with all of the required financial ratios and other covenants under each facility, as amended, at September 28, 2003.

         May  Verpackungen  ("May") has various bank facilities  originating  under loan agreements  dated between 1996 and 1999. These
agreements  provided for up to ten-year terms with floating interest rates, and among other things,  included  provisions for the banks
(i) to terminate the credit lines upon giving notice and (ii) rightfully  demand security for the credit lines,  have a negative pledge
from May not to grant  security  without the bank's  approval and the  requirement  that any bank lending to May be treated on terms no
less favorable than any other bank's loans to May.

         During  April 2003 due to the decrease in May's  earnings  since its  acquisition  by the Company and their lack of comfort in
lending to a  foreign-owned  company,  May's  lenders made a formal  demand for security  under May's credit  facilities.  On April 30,
2003, May granted two of its banks a collateral  interest in its inventory and accounts  receivable in exchange for their  agreement to
allow the  continuation  of  facilities  in the amount of(euro)11.8  million.  May's  lenders have  verbally  agreed to extend the existing
facilities  through  November 30,  2003.  In  addition,  May made  payments of(euro)1.5 million on May 7, 2003 and(euro)1.0 million on June 30,
2003 in full payment of term loans for which one of May's lenders  demanded early payment in accordance  with terms of the  borrowings.
These term loans were  guaranteed  by U.S.  Can.  May is  currently  in the  process of  finalizing  an accounts  receivable  factoring
arrangement  which will be effective  later this year,  pending  final  documentation.  May also expects to maintain  smaller  lines of
credit for seasonal  working capital needs.  The Company  expects to complete these  arrangements by December 31, 2003 and believes the
existing  lenders will further  extend the current  facilities  through  December  31, 2003 if  necessary.  If the Company is unable to
complete the  factoring  arrangements,  the Company  will need to provide  financing  for May from other  sources  including  potential
further  extensions  from the  current  bank  group.  There  can be no  assurance  that  the  Company  will  enter  into the  factoring
arrangement,  that May's lenders will continue to extend the current  facilities if a factoring  arrangement is not completed,  or that
funds will be available  from other sources to finance May's  requirements,  each of which could have a material  adverse effect on our
financial position.

 (6) BUSINESS SEGMENTS

         Management  monitors and  evaluates  business  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
for personal care,  household,  automotive,  paint and industrial products.  The International  segment produces aerosol cans in 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 for paint and coatings,  oblong cans for such items 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.

         The  following is a summary of revenues  from external  customers  and income  (loss) from  operations  for the three and nine
month periods ended September 28, 2003 and September 29, 2002, respectively (000's omitted):

                                                                  Three Months Ended                 Nine Months Ended
                                                            ------------------------------- ---------------------------------
                                                                September 28,   September 29,   September 28,     September 29,
                                                                    2003            2002            2003              2002
                                                            --------------  --------------------------------  ------------
  REVENUES FROM EXTERNAL CUSTOMERS:
  Aerosol                                                          $88,535         $93,550        $272,081          $276,914
  International                                                     72,627          62,935         206,492           174,886
  Paint, Plastic & General Line                                     28,437          29,862          90,795            91,450
  Custom & Specialty                                                14,909          19,127          44,342            51,886
                                                                    -------         -------         -------           ------
  Total revenues                                                  $204,508        $205,474        $613,710          $595,136
                                                                  =========       =========       =========         ========

  INCOME (LOSS) FROM OPERATIONS:
  Aerosol                                                          $14,754         $15,159         $46,141           $43,694
  International                                                       (354)            (10)           (821)               99
  Paint, Plastic & General Line                                      2,293           1,700          10,155             7,326
  Custom & Specialty                                                 1,428            (426)          2,282              (152)
                                                                     ------           ------         ------             -----
  Total Segment Income From Operations                              18,121          16,423          57,757            50,967
  Unallocated Selling, General & Administrative Expenses            (6,225)         (5,996)        (18,144)          (17,877)
  (a)
  Corporate Expenses (b)                                               791          (5,071)           (830)           (5,071)
  Interest Expense                                                 (14,643)        (12,122)        (40,876)          (37,942)
  Bank Financing Fees                                               (2,507)         (1,014)         (4,535)           (3,037)
                                                                    --------        ---------       --------          -------

  Loss Before Income Taxes                                         $(4,463)        $(7,780)        $(6,628)         $(12,960)
                                                                   ========        ========        =========        =========


  (a)  Represents domestic Selling, General & Administrative expenses.  The Company does not allocate these costs to its
  domestic segments.
  (b)  Represents special charges for the entire Company.  Management does not evaluate segment performance including such
      charges.  See Note (3) for further information on the Company's special charges.


(7) COMPREHENSIVE NET INCOME (LOSS)

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

                                                                                       September 28,      December 31,
                                                                                            2003              2002
                                                                                        -------------   ---------------
         Foreign Currency Translation Adjustment ...................................        $(16,606)          $(25,044)
         Minimum Pension Liability Adjustment.......................................         (22,863)           (22,346)
         Unrealized Loss on Cash Flow Hedges........................................            (257)            (3,686)
                                                                                        ------------     --------------
         Total Accumulated Other Comprehensive Loss.................................         $(39,726)         $(51,076)
                                                                                        =============    ==============







         The  components  of  comprehensive  loss for the three and nine months ended  September 28, 2003 and September 29, 2002 are as
follows (000's omitted):
                                                                  Three Months Ended                 Nine Months Ended
                                                            ------------------------------- --------------------------
                                                              September 28,  September 29,    September 28,     September 29,
                                                                  2003           2002             2003              2002
                                                            -------------- ---------------- ----------------  ----------
  Net Loss Before Preferred Stock Dividends                     $ (4,296)      $ (5,229)        $ (9,335)         $(26,789)
  Unrealized Gain (Loss) on Cash Flow Hedges (a)                   1,199           (294)           3,429              (328)
  Foreign Currency Translation Adjustment                             99            498            7,921             1,701
                                                                --------       --------         --------          --------
  Comprehensive Income (Loss)                                   $ (2,998)      $ (5,025)        $  2,015          $(25,416)
                                                                =========      =========        ========          =========

(a)      Net of  reclassification  of losses  included in interest  expense of $1.7 million and $1.5 million for the three months ended
        September 28, 2003 and September 29, 2002,  respectively  and $4.9 million and $4.3 million for the nine months ended September
        28, 2003 and September 29, 2002, respectively.

(8) COMMITMENTS AND CONTINGENCIES

Environmental

         United  States Can has been named as a  potentially  responsible  party for costs  incurred in the  clean-up of a  groundwater
plume partially  extending  underneath  United Sates Can's former site in San Leandro,  California.  United States Can is a party to an
indemnity agreement related to this matter with the owner of the property.  Extensive soil and groundwater  investigative work has been
performed at this site in a coordinated  sampling event in 1999. The results of the sampling were  inconclusive as to the source of the
contamination.  In November 2002, as part of a larger sampling scheme, the State requested that the Company sample existing  monitoring
wells at the San Leandro  property.  The Company  completed the sampling and received the results in the first  quarter of 2003.  These
results  generally  show that the  concentration  of  contamination  is declining,  which the Company views as a positive  development.
While the State of  California  has not yet commented on either the 1999 or the 2003 sampling  results,  the Company  believes that the
principal source of contamination is unrelated to its past operations.

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

         Walter Schmidt,  former finance director at May sued for unfair dismissal  following  termination of his employment  contract.
The contract had a five-year term and Schmidt  remains in pay status  through its notice  period,  ending January 31, 2005. Mr. Schmidt
claimed that he also is due a severance  settlement  of five years'  salary at the end of the notice  period.  In July 2002,  the labor
courts of first instance  ruled that Mr.  Schmidt's  notice date and  termination  should be effective  December 31, 2005, and that the
severance  settlement is due at that time. On January 7, 2003,  May appealed  this ruling.  In June 2003, a German  appeals court heard
the appeal and advised the  parties  that it would rule in  Schmidt's  favor.  In August  2003,  the  appeals  court  issued an opinion
finding that the judgment  could not be overturned  and that no further  appeal would be allowed.  Payments to Mr. Schmidt will be made
over time in accordance with the terms of his contract.

(9) SUBSIDIARY GUARANTOR INFORMATION

         The following presents the condensed  consolidating  financial data for U.S. Can Corporation (the "Parent Guarantor"),  United
States Can Company  (the  "Issuer"),  USC May  Verpackungen  Holding Inc.  (the  "Subsidiary  Guarantor"),  and the  Issuer's  European
subsidiaries,  including May Verpackungen GmbH & Co., KG (the "Non-Guarantor Subsidiaries"),  as of September 28, 2003 and December 31,
2002 and for the nine months ended  September 28, 2003 and September 29, 2002.  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 Issuer's 12 3/8% senior  subordinated  notes and 10 7/8%
senior secured notes.

         The 12 3/8% senior  subordinated  notes and 10 7/8% senior secured 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 12 3/8% senior  subordinated  notes and 10 7/8% senior secured
notes.





                                                 U.S. CAN CORPORATION AND SUBSIDIARIES

                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                            CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                             For the NINE Months Ended SEPTEMBER 28, 2003
                                                              (unaudited)
                                                            (000's omitted)

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

NET SALES......................        $    -      $ 407,218        $      -           $ 206,492           $    -      $ 613,710
COST OF SALES..................             -        348,640               -             198,291                -        546,931
                                       -------     ----------       ---------          ----------          -------     ---------
     Gross income..............             -         58,578               -               8,201                -         66,779
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -         18,144                -              9,022                -         27,166
SPECIAL CHARGES................             -           (500)               -              1,330                -            830
                                       -------     -----------      ---------          ----------          -------     ---------
     Operating income (loss)...             -         40,934                -             (2,151)               -         38,783
INTEREST EXPENSE...............             -         33,640            4,788              2,448                -         40,876
BANK FINANCING FEES............             -          4,535                -                  -                -          4,535
EQUITY IN LOSS
  OF SUBSIDIARIES .............         (9,335)      (10,927)          (4,519)                -             24,781            -
                                       -------     ---------        -----------        ---------           --------    --------
     Loss before income taxes           (9,335)       (8,168)          (9,307)            (4,599)           24,781        (6,628)
PROVISION FOR
  INCOME TAXES.................             -          1,167                -              1,540                -          2,707
                                       -------     ---------        ---------          ---------           -------     ---------
NET LOSS BEFORE
  PREFERRED STOCK DIVIDENDS....         (9,335)       (9,335)          (9,307)            (6,139)           24,781        (9,335)

PREFERRED STOCK DIVIDEND
  REQUIREMENT..................        (10,131)           -                -                  -                 -        (10,131)
                                       -------     ---------        ---------          ---------           -------     ---------

NET LOSS ATTRIBUTABLE TO COMMON                )
 STOCKHOLDERS..................        $(19,466    $  (9,335)       $  (9,307)         $  (6,139)          $24,781     $ (19,466)
                                       ========    =========        =========          =========           ========    =========







                                                 U.S. CAN CORPORATION AND SUBSIDIARIES

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                            CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                             For the NINE MONTHS Ended SEPTEMBER 29, 2002
                                                              (unaudited)
                                                            (000's omitted)

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

NET SALES......................        $    -      $ 420,250       $      -            $ 174,886           $    -      $ 595,136
COST OF SALES..................             -        369,379              -              164,096                -        533,475
                                       -------     ----------      ---------           ----------          -------     ---------
     Gross income..............             -         50,871              -               10,790                -         61,661
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES......             -         17,880               -              10,691                -         28,571
SPECIAL CHARGES...............              -          2,367               -               2,704                -          5,071
                                       -------     ----------      ---------           ----------          -------     ---------
     Operating income..........             -         30,624               -              (2,605)               -         28,019
INTEREST EXPENSE...............             -         31,145           4,886               1,911                -         37,942
BANK FINANCING FEES............             -          3,037              -                   -                 -          3,037
EQUITY IN LOSS
  OF SUBSIDIARIES .............        (26,789)      (16,419)        (15,965)                  -            59,173            -
                                       -------     ---------       -----------         ---------           --------    --------
     Loss before income taxes          (26,789)      (19,977)        (20,851)             (4,516)           59,173       (12,960)
PROVISION (BENEFIT) FOR
  INCOME TAXES.................             -         (1,362)         (2,572)               (539)                -        (4,473)
                                       -------     ---------       ---------           ----------          -------     ---------
NET LOSS BEFORE
  CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE........................        (26,789)      (18,615)        (18,279)             (3,977)           59,173        (8,487)
CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE, net of income taxes...             -         (8,174)          4,717             (14,845)                -       (18,302)
                                       -------     ----------      ---------           -----------         -------     ---------
NET LOSS BEFORE
  PREFERRED STOCK DIVIDENDS....        (26,789)      (26,789)        (13,562)            (18,822)           59,173       (26,789)
PREFERRED STOCK DIVIDEND
  REQUIREMENT..................         (9,213)            -               -                   -                 -        (9,213)
                                       -------     ---------       ---------           ---------           -------     ---------
NET LOSS ATTRIBUTABLE TO COMMON                )
 STOCKHOLDERS..................        $(36,002    $ (26,789)      $ (13,562)          $ (18,822)          $59,173     $ (36,002)
                                       ========    =========       =========           =========           ========    =========








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

                                                 CONDENSED CONSOLIDATING BALANCE SHEET
                                                       As of SEPTEMBER 28, 2003
                                                              (unaudited)
                                                            (000s omitted)


                                                                     USC May       USC Europe/ May
                                                                  Verpackungen       Verpackungen
                                  U.S. Can     United States         Holding        GmbH & Co., KG                       U.S. Can
                                 Corporation    Can Company        (Guarantor       (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)        Subsidiaries)     Subsidiaries)     Eliminations     Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $       -     $      8,954      $           -       $      1,062       $       -      $     10,016
     Accounts receivable......             -          51,990                   -            58,036                -          110,026
     Inventories..............             -          52,178                (600)           52,060                -          103,638
     Deferred income taxes....             -           4,596               1,977               238                -            6,811
     Other current assets.....             -           4,864                   -             3,619                -            8,483
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         122,582               1,377           115,015                -          238,974
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         139,118                   -            94,178                -          233,296
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          26,197                 606               462                -           27,265
OTHER NON-CURRENT ASSETS......             -          40,821                   -            14,168                -           54,989
INTERCOMPANY
  ADVANCES....................             -         249,605                   -                 -         (249,605)               -
INVESTMENT IN
  SUBSIDIARIES................             -               -              60,507                 -          (60,507)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    605,707      $       62,490      $    223,823       $ (310,112)    $    581,908
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $      1,010      $           -       $     29,126       $       -      $     30,136
     Accounts payable.........             -          31,176                   -            53,588                -           84,764
     Other current liabilities             -          44,833                  31            15,099                -           59,963
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          77,019                  31            97,813                -          174,863
liabilities...................
TOTAL LONG TERM DEBT..........           854         532,902                   -                 -                -          533,756
LONG TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          44,431                 672            30,239                -           75,342
OTHER LONG-TERM
  LIABILITIES.................             -           3,627                   -             3,017                -            6,644
PREFERRED STOCK...............       143,265               -                   -                 -                -          143,265
INTERCOMPANY LOANS............       112,056               -             119,652            17,897         (249,605)               -
INVESTMENT IN
  SUBSIDIARIES................        95,787          43,515                   -                 -         (139,302)               -
STOCKHOLDERS' EQUITY /
  (DEFICIT)...................      (351,962)        (95,787)            (57,865)           74,857           78,795         (351,962)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    605,707      $       62,490      $    223,823       $ (310,112)    $    581,908
and
            stockholders'
equity........................
                                ============== ===============  ================== =================  ============== ==================







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

                                                 CONDENSED CONSOLIDATING BALANCE SHEET
                                                        As of December 31, 2002
                                                              (unaudited)
                                                            (000s omitted)

                                  U.S. Can     United States         USC May       USC Europe/ May    Eliminations       U.S. Can
                                                                  Verpackungen       Verpackungen
                                                                     Holding             GmbH
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)                      Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $       -     $      5,707      $           -       $      6,083       $       -      $     11,790
     Accounts receivable......             -          43,623                   -            46,363                -           89,986
     Inventories..............             -          57,500                (600)           48,735                -          105,635
     Deferred income taxes....             -           5,535               1,977               218                -            7,730
     Other current assets.....             -           6,184                   -             8,282                -           14,466
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         118,549               1,377           109,681                -          229,607
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         147,588                   -            94,086                -          241,674
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          28,312                 606               422                -           29,340
OTHER NON-CURRENT ASSETS......             -          37,904                   -            12,917                -           50,821
INTERCOMPANY
  ADVANCES....................             -         240,791                   -                 -         (240,791)               -
INVESTMENT IN
  SUBSIDIARIES................             -               -              61,360                 -          (61,360)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    600,528      $       63,343      $    217,106       $ (302,151)    $    578,826
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $     11,078      $           -       $     15,075       $       -      $     26,153
     Accounts payable.........             -          47,901                   -            46,636                -           94,537
     Other current liabilities             -          48,389                  31            15,974                -           64,394
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -         107,368                  31            77,685                -          185,084
liabilities...................
TOTAL LONG TERM DEBT..........           854         503,238                   -            19,437                -          523,529
LONG TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          44,603                 672            29,299                -           74,574
OTHER LONG-TERM
  LIABILITIES.................             -           3,714                   -             2,638                -            6,352
PREFERRED STOCK...............       133,133               -                   -                 -                -          133,133
INTERCOMPANY LOANS............       112,057               -             114,864            13,870         (240,791)               -
INVESTMENT IN
  SUBSIDIARIES................        97,802          39,407                   -                 -         (137,209)               -
STOCKHOLDERS' EQUITY /
  (DEFICIT)...................      (343,846)        (97,802)            (52,224)           74,177           75,849         (343,846)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    600,528      $       63,343      $    217,106       $ (302,151)    $    578,826
and
            stockholders'
equity........................
                                ============== ===============  ================== =================  ============== ==================







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

                                            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                             FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2003
                                                              (unaudited)
                                                             (000s omitted)


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

CASH FLOWS (USED IN) PROVIDED BY OPERATING       $     -        $  6,682
                                                 --------       --------
  ACTIVITIES.................................................                  $  (9,307)           $    333         $  (2,292)
                                                                               ---------            --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (8,028)             -               (1,825)           (9,853)
  Proceeds from sale of property.......................-.....        256              -                5,173             5,429
                                                       -        --------       ---------            --------         ---------
      Net cash (used in) provided by                   -          (7,772)
                                                 --------       --------
investing activities.........................................                         -                3,348            (4,424)
                                                                               ---------            --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances.....................-.....     (8,803)          9,307                (504)                -
  Issuance of 10 7/8% senior secured notes.............-.....    125,000              -                    -           125,000
  Net payments under revolving line of                 -         (30,100)
credit.......................................................                         -                    -           (30,100)
  Borrowings of other debt.............................-.....          -              -                3,498             3,498
  Payment of Tranche A loan............................-.....    (27,294)             -                    -           (27,294)
  Payment of Tranche B loan............................-.....    (47,206)             -                    -           (47,206)
  Payments of other long-term debt.....................-.....       (805)             -              (10,220)          (11,025)
  Payments of debt financing costs.....................-.....     (6,455)             -                   -             (6,455)
                                                       -        ---------      ---------            --------         ----------
      Net cash (used in) provided by                   -           4,337
                                                 --------       ---------
financing
     activities..............................................                      9,307              (7,226)            6,418
                                                                               ----------           ----------       ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................-.....          -              -               (1,476)           (1,476)
                                                       -        --------       ---------            ---------        ----------
INCREASE (DECREASE) IN CASH AND                        -           3,247
  CASH EQUIVALENTS...........................................                         -               (5,021)           (1,774)
CASH AND CASH EQUIVALENTS, beginning of year...........-.....      5,707              -                6,083            11,790
                                                       -        ---------      ---------            --------         ---------
CASH AND CASH EQUIVALENTS, end of period.........$.....-.....   $  8,954       $      -             $  1,062         $  10,016
                                                 =     =        =========      =========            ========         =========







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

                                            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                             FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2002
                                                              (unaudited)
                                                            (000s omitted)

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

CASH FLOWS (USED IN) PROVIDED BY OPERATING
  ACTIVITIES                                     $     -        $ 14,663       $  (5,557)           $(13,692)        $  (4,586)
                                                 --------       --------       ---------            --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                 -         (10,391)             -               (8,146)          (18,537)
  Proceeds from the sale of property                   -             800              -                4,963             5,763
  Investment in Formametal S.A.                        -            (133)             -                    -              (133)
                                                 --------       ---------      ---------            --------         ----------
    Net cash used in investing activities              -          (9,724)             -               (3,183)          (12,907)
                                                 --------       --------       ---------            --------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances                     -          (8,337)          5,557               2,780                 -
  Net borrowings under revolving line of
credit                                                 -          10,600              -                    -            10,600
  Borrowings of other long-term debt                   -              -               -               14,964            14,964
  Payment of Tranche A loan                            -          (4,000)             -                    -            (4,000)
  Payment of Tranche B loan                            -            (500)             -                    -              (500)
  Payments of other long-term debt                     -          (2,178)             -               (1,759)           (3,937)
                                             ------------   ------------- --------------     ----------------     -------------
    Net cash provided by financing
      activities                                       -          (4,415)          5,557              15,985            17,127
                                                 --------       ---------      ----------           --------         ---------
EFFECT OF EXCHANGE RATE CHANGES ON
  CASH                                                 -               -              -                 (525)             (525)
                                                 --------       --------       ---------            ---------        ----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                            -             524              -               (1,415)             (891)
CASH AND CASH EQUIVALENTS, beginning
  of year                                              -           8,249              -                6,494            14,743
                                                 --------       ---------      ---------            --------         ---------
CASH AND CASH EQUIVALENTS, end of period         $     -        $  8,773       $      -             $  5,079         $  13,852
                                                 ========       =========      =========            ========         =========




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

         The  following  narrative  discusses  the  results  of  operations,  liquidity  and  capital  resources  for the  Company on a
consolidated  basis.  This section should be read in conjunction  with the financial  statements  and footnotes  contained  within this
report and the Corporation's  Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (see "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" contained therein).

Critical Accounting Policies; Use of Estimates

         The  preparation of 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:  allowance  for  doubtful  accounts;  inventory  valuation;  purchase
accounting  allocations;  restructuring  amounts;  asset  impairments;  depreciable  lives of  assets;  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.  Significant  business or customer
conditions  could  cause  material  changes to the  amounts  reflected  in our  financial  statements.  Accounting  policies  requiring
significant  management judgments include those related to revenue recognition,  inventory valuation,  accounts receivable  allowances,
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 its audited consolidated financial statements.  Significant
business or customer conditions could cause material changes to the amounts reflected in the Company's 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, the Company has not historically been required to make material adjustments
to its rebate accruals.  The Company generally assumes that customers will achieve the highest level of rebate that has been
negotiated unless we have a high level of certainty that this will not occur.  Therefore, it is unlikely that adjustments of
estimated rebates to actual earned rebates will have a materially adverse impact on revenues.  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.  Management also estimates allowances for collectibility related to its accounts  receivable.  These  allowances are based on the customer  relationships,  the aging and turns
of accounts  receivable,  credit  worthiness  of customers,  credit  concentrations  and payment  history.  Despite the Company's  best
efforts,  the inability of a particular  customer to pay its debts could impact  collectibility of receivables and could have an impact
on future revenues if the customer is unable to arrange other financing.

         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.

         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  (3) 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.  At September 28, 2003,  $9.2 million of reserves for these  programs were  included in the Company's  consolidated  balance
sheet.  $5.5 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.  $3.7
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.

         In 2003,  an  additional  net charge of $0.8  million was  recorded  related to  position  elimination  costs in the U.S.  and
Europe.  The Company  recorded the charge in  accordance  with SFAS No. 146,  "Accounting  for Costs  Associated  With Exit or Disposal
Activities."  SFAS No. 146 requires that a liability for a cost  associated  with an exit or disposal  activity be recognized  when the
liability  is  incurred.  SFAS No. 146  supercedes  the  guidance of  Emerging  Issues Task Force  ("EITF")  Issue No. 94-3  "Liability
Recognition for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity," which required that liabilities for exit
costs be  recognized  at the date of an  entity's  commitment  to an exit plan.  The  adoption  of SFAS No. 146 did not have a material
effect on the timing of the special charges recorded in the first nine months of 2003.

         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.

         Due to a history of  operating  losses in  certain  foreign  countries  coupled  with the  deferred  tax assets  that arose in
connection with the restructuring  programs and goodwill impairment charges,  the Company determined that it could not conclude that it
was "more  likely  than not" that all of the  deferred  tax  assets of certain  of its  foreign  operations  would be  realized  in the
foreseeable  future.  Accordingly,  during the fourth quarter of 2002, the Company  established a valuation  allowance of $44.7 million
to provide for the  estimated  unrealizable  amount of its deferred tax assets as of December  31, 2002.  The Company will  continue to
assess the valuation  allowance  and, to the extent it is determined  that such  allowance is no longer  required,  these  deferred tax
assets will be recognized in the future.

         As of December 31, 2002,  after the  provision of the valuation  allowance,  the Company had $34.4 million of net deferred tax
assets  included in its  consolidated  balance  sheet.  The  majority of the net deferred tax assets  results from net  operating  loss
carryforwards  in the United  States.  The  carrforwards  expire in 2020 through 2022.  At current tax rate,  the Company must generate
$89.4 million of taxable  income in order to realize the benefits of these net  operating  losses.  The Company has  estimated  that it
will generate the taxable  income  required to realize the deferred tax assets  related to these losses.  If the Company were to assume
that it would not generate any taxable income, it would be required to provide a valuation allowance for $34.4 million.

         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  postretirement  benefit plans using actuarial models requires the use of estimates
and assumptions  regarding  numerous factors,  including  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 our reported expense or liability for pensions or postretirement  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
postretirement  benefit  expense.  A 1% decrease in the Company's  discount rate would have caused the Company's  2002 pension  expense
to increase by approximately  $02 million and the Company's  special charge related to the pension benefit impact of a facility closing
would have  increased  by  approximately  $0.3  million.  A 1%  decrease in the  Company's  assumed  return on plan  assets  would have
increased the Company's  pension  expense by  approximately  $0.3 million.  At December 31, 2002, the Company reduced its discount rate
related  to its  U.S.  plan by 0.5%.  This  increased  the  Company's  annual  2003  pension  and  postretirement  benefit  expense  by
approximately $0.5 million.

         As required under the Company's  senior secured credit facility,  the Company entered into interest rate  agreements.  The net
interest paid or received on these  agreements is recognized as interest  income or expense.  Our interest rate agreements are reported
in the Consolidated  Financial  Statements at fair value using a mark-to-market  valuation.  Changes in the fair value of the contracts
are  recorded  each  period  as a  component  of other  comprehensive  loss.  Gains or  losses  on our  interest  rate  agreements  are
reclassified  as earnings  or losses in the period in which  earnings  are  affected  by the  underlying  hedged  item.  The  Company's
interest  rate swaps and collars were entered into in 2000,  when interest  rates were higher than current  rates.  Accordingly,  these
contracts  were "out of the money" and the  Company  paid $5.8  million in 2002 and $6.2  million in 2003  through the October 10, 2003
expiration  date of these  agreements.  As of October 10, 2003,  the Company no longer has any interest rate  instruments.  The Company
does not use financial instruments for trading or speculative purposes.

Results of Operations

Three month period ended September 28, 2003, as compared to the three month period ended September 29, 2002
         The following table presents the Company's Revenue and Gross Income by segment for the third quarter of 2003 as compared to
the third quarter of 2002.

                                       For the three months ended September 28, 2003 and September 29, 2002

                                                  Revenue               Gross Income          Percentage to
                                                  -------               ------------          -------------
                                                                                                Sales
                                                                                                -----

                                                                     2003         2002        2003        2002
                                                                     ----         ----        ----        ----
                                        2003         2002
                                        ----         ----

Aerosol                                  $88,535      $93,550    $ 14,754     $ 15,159       16.7%       16.2%
International                             72,627       62,935       2,250        3,367        3.1%        5.3%
Paint, Plastic, & General Line            28,437       29,862       2,293        1,700        8.1%        5.7%
Custom & Specialty                        14,909       19,127       1,428        (426)        9.6%       -2.2%

                                    ---------------------------------------------------
               Total                    $204,508     $205,474    $ 20,725     $ 19,800       10.1%        9.6%
                                    ===================================================


         Consolidated  net sales for the three months ended  September  28, 2003 were $204.5  million as compared to $205.5  million in
the  corresponding  period in 2002.  Along  business  segment  lines,  Aerosol net sales for third  quarter of 2003  decreased to $88.5
million  from $93.6  million for the same period in 2002,  a 5.4%  decrease,  due to decreased  unit  volume.  International  net sales
increased  to $72.6  million  for the third  quarter of 2003 from $62.9  million  for the third  quarter of 2002,  an  increase of $9.7
million or 15.4%.  The increase was primarily due to the positive impact of the translation of sales made in foreign  currencies  ($8.3
million)  based upon using the same average U.S dollar  exchange  rates in effect during the third quarter of 2002 along with increased
May Verpackungen  unit volume ($2.4 million)  partially offset by the negative impact of decreased  European aerosol unit volume in the
third  quarter  ($1.0  million).  Paint,  Plastic & General Line net sales  decreased  $1.4  million,  from $29.9 million for the third
quarter of 2002 to $28.4  million  for the third  quarter of 2003.  This  decrease  was due  primarily  to a decrease  in volume  ($2.3
million)  partially offset by increasing resin prices in our plastics  business,  which are contractually  passed on to customers ($0.9
million).  In the  Custom &  Specialty  segment,  sales  decreased  22.1%  from $19.1  million  for the third  quarter of 2002 to $14.9
million for the third quarter of 2003, driven primarily by a decline in volume.

          Consolidated  gross income  increased  $0.9 million for the three  months ended  September  28, 2003 from the same quarter in
2002.  Along business  segment lines,  Aerosol gross income dollars  decreased by $0.4 million while the percentage to sales  increased
from 16.2% to 16.7%,  primarily due to the positive impact of operational  efficiencies  relating to the  restructuring  programs ($1.9
million),  offset by the gross  margin  impact of the  sales  decrease  ($0.8  million)  and a related  overhead  absorption  impact of
decreased  production  volumes ($1.5 million) . The  International  segment gross income  decreased $1.1 million versus the same period
in 2002 and the percentage to sales  decreased from 5.3% to 3.1%.  The decline was driven by increased  materials and production  costs
which cannot be passed through to customers at May  Verpackungen  ($0.7  million).  The positive  benefit of the Southall plant closure
in the third  quarter of 2002 ($1.0  million)  was offset by the impact of  operational  inefficiencies  in the U.K.  and France  ($1.4
million).  The operational  inefficiencies  were caused by lower  production  levels and increased costs caused by a European heat wave
and customer  volume losses in the U.K. The Paint,  Plastic & General Line segment gross income  increased $0.6 million versus the same
period in 2002. The percentage to net sales  increased  from 5.7% in 2002 to 8.1% in 2003. The  improvement  was driven by the positive
impact of  restructuring  programs and other cost reduction  programs.  The Custom & Specialty  segment gross income  increased to $1.4
million,  compared to a loss of $0.4 million in 2002. The  improvement  was driven by a  restructuring  program  benefit ($0.2 million)
and other cost reduction programs and operational improvements ($1.6 million).

         Selling,  general and  administrative  costs  decreased from $9.4 million for the third quarter of 2002 to $8.8 million in the
third quarter of 2003 primarily due to positive results from Company-wide cost saving programs.
...................
         During the third  quarter of 2003,  the  Company  recorded  a net  restructuring  benefit  of $0.8  million.  The net  benefit
includes a $0.2 million charge related to management position  elimination costs at May Verpackungen,  offset by a reserve reduction of
$1.0 million in connection  with a  reassessment  of previously  established  reserved  related to the closing in 2002 of the Company's
Burns Harbor  facility.  Total cash  payments in the third  quarter of 2003 were $1.3 million  (primarily  severance  and facility shut
down costs) and the Company anticipates spending another $9.2 million over the next several years.
                               June 29,               Net               Cash          September 28,
                             2003 Balance        Reductions(b)        Payments         2003 Balance
                           -----------------    ----------------    -------------    -----------------
                           -----------------    ----------------    -------------    -----------------
Employee Separation                  $7.5                $(0.6)            $(1.2)             $5.7
Facility Closing Costs                3.8                 (0.2)             (0.1)              3.5
                           -----------------    ----------------    -------------    -----------------
                           -----------------    ----------------    -------------    -----------------
Total                               $11.3                $(0.8)            $(1.3)             $9.2 (a)
                           =================    ================    =============    =================

(a)      Includes $3.7 million classified as other long-term liabilities as of September 28, 2003.

(b)      Includes a reserve reduction of $1.0 million in connection with a reassessment of previously established reserves related to
                  the closing in 2002 of the Company's Burns Harbor facility.
...................
         Interest expense in the third quarter of 2003 increased  20.8%, or $2.5 million,  versus the same period of 2002 due to higher
interest rates ($1.1 million) and the interest expense impact of higher average borrowings ($1.4 million).

         Bank  financing  fees for the third  quarter of 2003 were $2.5  million as compared to $1.0  million for the third  quarter of
2002.  The 2003 third  quarter  increase  was due to $1.2  million of fees  incurred  and  expensed  by the Company to amend its Senior
Secured Credit  Facility.  In addition,  during the third quarter of 2003 the Company incurred  approximately  $5.2 million of fees and
expenses  related to the offering and senior secured credit facility  amendment which will be amortized over the life of the applicable
borrowings.  The Company  expects to incur an additional  $1.2 million of fees and expenses  related to the offering and senior secured
credit  facility  during the remainder of 2003. The  amortization  of these fees and all other  deferred  financing fees is included in
bank financing fees.

         During  the third  quarter of 2003,  the  Company  recorded  an income tax  benefit of $0.2  million  versus a benefit of $2.6
million  recorded for the same period of 2002.  During the fourth  quarter of 2002,  the Company  recorded a valuation  allowance 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 third quarter 2003
losses of those operations.

         Payment in kind  dividends of $3.5  million and $3.2  million on the  redeemable  preferred  stock were  recorded in the third
quarter of 2003 and 2002, respectively.




Nine month period ended September 28, 2003, as compared to the nine month period ended September 29, 2002

         The following table presents the Company's Revenue and Gross Income by segment for the first nine months of 2003 as compared
to the first nine months of 2002.

                                       For the nine months ended September 28, 2003 and September 29, 2002

                                                  Revenue               Gross Income          Percentage to
                                                  -------               ------------          -------------
                                                                                                Sales
                                                                                                -----

                                                                     2003         2002        2003        2002
                                                                     ----         ----        ----        ----
                                        2003         2002
                                        ----         ----

Aerosol                                 $272,081     $276,914    $ 46,141     $ 43,694       17.0%       15.8%
International                            206,492      174,886       8,201       10,793        4.0%        6.2%
Paint, Plastic, & General Line            90,795       91,450      10,155        7,326       11.2%        8.0%
Custom & Specialty                        44,342       51,886       2,282        (152)        5.1%       -0.3%

                                    ---------------------------------------------------
               Total                    $613,710     $595,136    $ 66,779     $ 61,661       10.9%       10.4%
                                    ===================================================

         Net sales  for the  nine-month  period  ended  September  28,  2003,  totaled  $613.7  million,  a 3.1%  increase  versus  the
corresponding  period in 2002. Along business segment lines,  Aerosol net sales in the first nine months of 2003 were $272.1 million, a
1.7% decrease  versus the same period last year. The decrease is primarily due to a decrease in U.S.  volumes ($8.2 million)  partially
offset by the pricing  impacts  resulting  from a change in customer  and product mix ($3.2  million).  International  sales  increased
$31.6 million from $174.9  million for the first nine months of 2002 to $206.5  million for the first nine months of 2003 primarily 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 nine months of 2002.  Paint,  Plastic & General Line segment  sales  decreased  $0.7 million to $90.8
million for the nine months ended  September 28, 2003.  This  decrease was due primarily to the negative  impact of a decrease in paint
volume ($5.1 million)  partially  offset by an increase in plastics  volume ($2.2 million) and increasing  resin prices in our plastics
business ($2.2 million) which are  contractually  passed on to customers.  Custom & Specialty sales of $44.3 million decreased from the
$51.9 million for the nine months ended September 29, 2002, driven primarily by a decline in volume.

          Consolidated  gross income increased $5.1 million for the nine-month  period ended September 28, 2003 from the same period in
2002.  Along business  segment lines,  Aerosol gross income  increased by $2.4 million and the percentage to sales increased from 15.8%
to 17.0%.  The increase in dollars and percentage to sales was driven by the positive impact of  restructuring  programs ($4.7 million)
partially  offset by  decreased  volume and the related  margin and overhead  absorption  impacts  ($2.3  million).  The  International
segment gross income  decreased $2.6 million  versus the same period in 2002 and the  percentage to sales  decreased from 6.2% to 4.0%.
The decline in dollars and  percentage  to net sales was driven by  increased  material  and  production  costs which  cannot be passed
through to customers at May  Verpackungen  ($2.8 million).  The positive  benefit of the Southall plant closure in the third quarter of
2002 ($3.0 million) was offset by the negative  impact of volume losses,  primarily in the U.K. ($2.8  million).  The Paint,  Plastic &
General Line segment gross income  increased $2.8 million  versus the same period in 2002.  The percentage to net sales  increased from
8.0% in 2002 to 11.2% in 2003.  The  improvement  is driven by  restructuring  program  benefits  ($0.7  million),  other plastics cost
reductions  ($1.7  million)  and reduced  manufacturing  support  costs ($0.4  million).  The Custom & Specialty  segment  gross income
increased to $2.3 million  compared to a loss of $0.2 million in 2002. The improvement  was driven by a  restructuring  program benefit
of $0.6 million and other cost reduction programs of $1.9 million.

         Selling,  general,  and  administrative  expenses were $27.2 million in the first nine months of 2003, a $1.4 million decrease
in comparison to the same period of 2002 due to positive results from Company-wide cost saving programs.

         During the first nine months of 2003, the Company  recorded net special  charges of $0.8 million.  $1.0 million of the charges
were  recorded in the first quarter of 2003 related to position  elimination  costs in the U.S. and Europe.  The position  eliminations
consisted of 16 employees,  including two management level employees and an early termination  program in one European  facility.  $0.6
million of the charges were recorded in the second  quarter of 2003 related to potential  additional  severance  costs for a previously
terminated  employee at May Verpackungen.  During the third quarter of 2003, the Company recorded a net  restructuring  benefit of $0.8
million.  The net benefit includes a $0.2 million charge related to management  position  elimination costs at May Verpackungen  offset
by a reserve reduction of $1.0 million in connection with a reassessment of previously  established  reserves related to the closing in
2002 of the Burns Harbor  facility.  Total cash  payments in the first nine months of 2003 were $7.3 million  (primarily  severance and
facility  shut down costs) and the Company  anticipates  spending  another  $9.2 million over the next  several  years.  The  remaining
reserve  consists  primarily of employee  termination  benefits paid over time for  approximately  28 salaried and 43 hourly  employees
(approximately  600 positions were originally  identified for  elimination) and other ongoing facility exit costs. The Company recorded
the  charges in  accordance  with SFAS No. 146,  "Accounting  for Costs  Associated  With Exit or  Disposal  Activities."  SFAS No. 146
requires that a liability for a cost associated  with an exit or disposal  activity be recognized when the liability is incurred rather
than at the  commitment  date.  The  adoption  of SFAS No. 146 did not have a  material  effect on the  timing of the  special  charges
recorded in the first nine months of 2003.

         The table below presents the reserve categories and related activity as of September 28, 2003:

                           January 1, 2003          Net              Cash            September 28,
                               Balance          Additions(b)       Payments           2003 Balance
                           -----------------    -------------    -------------    --------------------
                           -----------------    -------------    -------------    --------------------
Employee Separation                  $9.2               $1.0            $(4.5)               $5.7
Facility Closing Costs                6.5                (0.2)           (2.8)                3.5
                           -----------------    -------------    -------------    --------------------
                           -----------------    -------------    -------------    --------------------
Total                               $15.7                $0.8           $(7.3)               $9.2 (a)
                           =================    =============    =============    ====================

(a)      Includes $3.7 million classified as other long-term liabilities as of September 28, 2003.

(b)      Includes a reserve reduction of $1.0 million in connection with a reassessment of previously established reserves related to
                  the closing in 2002 of the Company's Burns Harbor facility.

         Interest  expense  increased  $3.0 million  from $37.9 million for the first nine months of 2002 to $40.9 million for the same
period in 2003 due to higher  interest  rates ($0.6  million)  and the  interest  expense  impact of higher  average  borrowings  ($2.4
million).

         Bank  financing  fees for the first nine months of 2003 were $4.5 million as compared to $3.0 million for the third quarter of
2002.  The 2003  increase was due to $1.2  million of fees  incurred  and  expensed by the Company to amend its Senior  Secured  Credit
Facility.  In addition,  during 2003 the Company incurred  approximately  $5.2 million of fees and expenses related to the offering and
senior secured credit  facility  amendment which will be amortized over the life of the applicable  borrowings.  The Company expects to
incur an additional  $1.2 million of fees and expenses  related to the offering and senior secured credit facility during the remainder
of 2003.  The amortization of these fees and all other deferred financing fees is included in bank financing fees.

         Income tax  expense was $2.7  million  for the first nine months of 2003 versus an income tax benefit of $4.5  million for the
first nine months of 2002.  During the fourth  quarter of 2002,  the Company  recorded a valuation  allowance  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 nine months of 2003 losses of
those operations.

         Payment in kind  dividends of $10.1  million and $9.2 million on the  redeemable  preferred  stock were  recorded in the first
nine months of 2003 and 2002, respectively.

Liquidity and Capital Resources

         During the first nine months of 2003,  liquidity  needs were met through  borrowings made under credit lines and proceeds from
the sale of a facility.  Principal liquidity needs included operating costs, working capital and capital  expenditures.  Cash flow used
by  operations  was $2.3  million for the nine months  ended  September  28,  2003,  compared to cash used of $4.6 million for the nine
months ended September 29, 2002.  The decreased use of cash by operations is due primarily to the decrease in the net loss.

         Net cash used in  investing  activities  was $4.4  million  for the first nine  months of 2003 as  compared  to $12.9  million
(primarily  capital  spending)  for the first nine  months of 2002.  Investing  activities  in the first nine  months of 2003  included
capital  spending of $9.9 million,  including  $1.6 million in conjunction  with the Company's  restructuring  programs,  offset by the
proceeds  received from the sale of property of $5.4 million.  Investing  activities in the first nine months of 2002 included  capital
spending of $18.5 million,  including $8.3 million in connection  with the Company's  restructuring  programs,  offset by proceeds from
the sale of property,  including the final payment received for the sale of the Southall  facility of $4.8 million.  Proceeds  received
from the sale of property  during the first nine months 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 nine months of 2003 was $6.4  million,  versus $17.1 million for the
same period in 2002. The primary  financing  sources of cash were  borrowings  under the revolving line of credit as part of the Senior
Secured Credit Facility, after application of the repayments as discussed below.

         On July 22, 2003,  the Company  completed an offering of $125 million of 10 7/8% Senior  Secured Notes due 2010. The Notes are
secured,  on a second priority  basis,  by  substantially  all of the collateral  that currently  secures the Company's  Senior Secured
Credit Facility.

         The Company also amended its Senior  Secured  Credit  Facility to permit the offering of the Second  Priority  Senior  Secured
Notes and adjust certain  financial  covenants,  among other things.  These  amendments  also permit,  from time to time and subject to
certain  conditions,  the  Company  to make  borrowings  under its  revolving  credit  facility  for  repurchases  of a portion  of its
outstanding 12 3/8% senior subordinated notes in open market or privately negotiated purchases.

         The Company  used the $125  million in proceeds  generated  from the  offering to prepay  $23.3  million of its Tranche A term
loan,  $46.7 million of its Tranche B term loan and to reduce its  borrowings  under its revolving  credit  facility by $55.0  million.
The  repayments  under the revolving  credit  facility did not reduce the $110.0  million  amount  available for  borrowings  under the
facility.  The  prepayments  under the  Tranche A term loan were  applied in direct  order of  maturity  and will  eliminate  quarterly
principal  payments  through December 2005.  Through  September 28, 2003, the Company has incurred and re-borrowed  approximately  $6.4
million under its Senior Secured  Credit  Facility in connection  with the fees and expenses  related to the offering and the amendment
of its Senior Secured Credit  Facility.  In addition,  the Company  expects to incur and re-borrow an additional $1.2 million for other
fees and expenses related to the original offering of the notes.

         At September 28, 2003,  $39.6 million had been borrowed under the $110.0 million  revolving loan portion of the Senior Secured
Credit Facility.  Letters of Credit of $11.6 million were also outstanding  securing the Company's  obligations under various insurance
programs and other contractual agreements.  In addition, the Company had $10.0 million of cash and cash equivalents at quarter end.

         May  Verpackungen  ("May") has various bank facilities  originating  under loan agreements  dated between 1996 and 1999. These
agreements  provided for up to ten-year terms with floating interest rates, and among other things,  included  provisions for the banks
to terminate the credit lines upon giving notice,  rightfully  demand  security for the credit lines,  have a negative  pledge from May
not to grant  security  without  the  bank's  approval  and the  requirement  that any bank  lending to May be treated on terms no less
favorable than any other bank's borrowings by May.

         During  April 2003 due to the decrease in May's  earnings  since its  acquisition  by the Company and their lack of comfort in
lending to a  foreign-owned  company,  May's  lenders made a formal  demand for security  under May's credit  facilities.  On April 30,
2003, May granted two of its banks a collateral  interest in its inventory and accounts  receivable in exchange for their  agreement to
allow the  continuation  of  facilities  in the amount of(euro)11.8  million.  May's  lenders have  verbally  agreed to extend the existing
facilities  through  November 30,  2003.  In  addition,  May made  payments of(euro)1.5 million on May 7, 2003 and(euro)1.0 million on June 30,
2003 in full payment of term loans for which one of May's lenders  demanded early payment in accordance  with terms of the  borrowings.
These term loans were  guaranteed  by U.S.  Can.  May is  currently  in the  process of  finalizing  an accounts  receivable  factoring
arrangement  which will be effective  later this year,  pending  final  documentation.  May also expects to maintain  smaller  lines of
credit for seasonal  working capital needs.  The Company  expects to complete these  arrangements by December 31, 2003 and believes the
existing  lenders will further  extend the current  facilities  through  December  31, 2003 if  necessary.  If the Company is unable to
complete the  factoring  arrangements,  the Company  will need to provide  financing  for May from other  sources  including  potential
further  extensions  from the  current  bank  group.  There  can be no  assurance  that  the  Company  will  enter  into the  factoring
arrangement,  that May's lenders will continue to extend the current  facilities if a factoring  arrangement is not completed,  or that
funds will be available  from other sources to finance May's  requirements,  each of which could have a material  adverse effect on our
financial position.  As of October 26, 2003, there was approximately(euro)5.2 million outstanding under these facilities.

         At existing  levels of operations  and assuming the  renegotiation  of the May  facilities,  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.





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 2002.

Item 4. Controls and Procedures

         EVALUATION OF DISCLOSURE  CONTROLS AND PROCEDURES.  The Company's  management,  with the  participation of the Company's chief
executive officer and chief financial  officer,  has evaluated the effectiveness of its disclosure  controls and procedures (as defined
in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act")),  as of the end of the
period covered by this  Quarterly  Report on Form 10-Q.  Based on such  evaluation,  the Company's  chief  executive  officer and chief
financial  officer have concluded that as of such date, the Company's  disclosure  controls and procedures were designed to ensure that
information  required  to be  disclosed  by the  Company  in reports  that it files or  submits  under the  Exchange  Act is  recorded,
processed, summarized and reported within the time periods specified in applicable SEC rules and forms and were effective.

         CHANGES IN INTERNAL  CONTROL OVER FINANCIAL  REPORTING.  There was no change in the Company's  internal control over financial
reporting  (as defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) that  occurred  during the period  covered by this
Quarterly  Report on Form 10-Q that has materially  affected,  or is reasonably  likely to materially  affect,  the Company's  internal
control over financial reporting.







                                                                PART II
                                                           OTHER INFORMATION

Item 1. Legal Proceedings
         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.

Litigation

         Walter Schmidt,  former finance director at May sued for unfair dismissal  following  termination of his employment  contract.
The contract had a five-year term and Schmidt  remains in pay status  through its notice  period,  ending January 31, 2005. Mr. Schmidt
claims that he also is due a  severance  settlement  of five years'  salary at the end of the notice  period.  In July 2002,  the labor
courts of first instance  ruled that Mr.  Schmidt's  notice date and  termination  should be effective  December 31, 2005, and that the
severance  settlement is due at that time. On January 7, 2003,  May appealed  this ruling.  In June 2003, a German  appeals court heard
the appeal and advised the  parties  that it would rule in  Schmidt's  favor.  In August  2003,  the  appeals  court  issued an opinion
finding that the judgment  could not be overturned  and that no further  appeal would be allowed.  Payments to Mr. Schmidt will be made
over time in accordance with the terms of his contract.

Environmental Matters

         Our  operations  are subject to  environmental  laws in the United  States and abroad,  including the Clean Air Act, the Clean
Water Act, the Resource  Conservation  and Recovery Act and similar state and foreign laws. 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,  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 such  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.

         Under the federal Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980, as amended ("CERCLA"),  and
similar  state  statutes,  an owner or operator of real property or a person who arranges for disposal of hazardous  substances  may be
liable for the costs of removing or  remediating  hazardous  substance  contamination.  Liability may be imposed  under these  statutes
regardless  of  whether  the owner or  operator  owned or  operated  the real  property  at the time of the  release  of the  hazardous
substances  and  regardless of whether the release or disposal was in  compliance  with law at the time of the  occurrence.  We are not
aware of any current  material  claims  under  CERCLA or similar  state  statutes  against  us. We have been  however  designated  as a
potentially  responsible party ("PRP") at nine superfund sites in the United States.  The Company is a de minimus  participant at eight
of these sites and has entered into de minimus  settlements  at them.  The ninth site is the San Leandro,  California  remedial  action
matter. As a potentially  responsible party, we are or may be legally responsible,  strictly,  jointly and severally with other members
of the PRP group,  for the cost of  environmental  remediation  of these  sites.  Based on  currently  available  data,  we believe our
contribution to these sites was, in most cases, minimal.

         We have been named as a PRP for costs  incurred in the  clean-up  of a regional  groundwater  plume ("the San Leandro  Plume")
partially extending  underneath a property located in San Leandro,  California,  formerly a site of one of our can assembly plants. The
remedial  action  order for the San Leandro,  California  site was issued by the State of  California  Department  of Toxic  Substances
Control  (DTSC) in 1996.  The  remedial  action order was issued to three  entities - the  Company,  the former owner / operator of the
site,  and the current  owner,  who purchased the site from the Company.  The San Leandro site is located within the San Leandro Plume.
A number of other CERCLA sites are located within the San Leandro Plume,  including the Caterpillar  Site, the  Singer-Fiden  Site, the
Factor  Avenue  Site and the 139th  Avenue  Site / Century  Plating.  With  regard to the San  Leandro  site,  both the former  owner /
operator  and the current  owner  tendered  the remedial  action  order to the Company for  indemnification.  With regard to the former
owner / operator,  the Company acquired its former San Leandro,  California  facility from the former owner / operator when the Company
was formed. When it acquired the San Leandro,  California facility,  the Company assumed certain liabilities subject to indemnification
by the former owner / operator for claims made on or before  December,  1986. In general,  and for this  particular  site, the State of
California is not bound by the private  agreement between the Company and the former owner / operator.  Consequently,  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.  In its 1994 agreement with the current owner,  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 /
operator or the current  owner  contains  any caps or limits.  Since 1996,  the Company has  expended  approximately  $250,000 for site
investigation of the San Leandro site and for reimbursement of oversight costs associated with the San Leandro Plume.

         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.  We, 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.  We  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.

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

Item 6. Exhibits and Reports On Form 8-K
(a)      Exhibits
4.1      Indenture dated as of October 4, 2000 between United States Can Company and Bank One Trust Company,  N.A. as Trustee  (Exhibit
                           4.1 to the current report on Form 8-K, filed on October 18, 2000). (1)

4.2      Indenture dated as of July 22, 2003 among U.S. Can Corporation,  United States Can Company,  USC May Verpackungen Holding Inc.
                           and Wells Fargo Bank Minnesota,  National  Association (Exhibit 4.3 to the current report on Form 8-K, filed
                           on July 22, 2003). (1)

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

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


                  32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
32.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
                  -----------------
(1)      Incorporated by reference.

         (b)      Reports on Form 8-K

(i)      The Company  furnished to the Commission a Current  Report on Form 8-K on July 10, 2003 to announce that the Company's  wholly
                         owned  subsidiary  United  States Can Company  intended to offer $125  million of new second  priority  senior
                         secured  notes.  The Company also  announced  that the Company had received  consent from its lenders to amend
                         its senior  secured credit  facility.  Furthermore,  the Company  announced  that its German  subsidiary,  May
                         Verpackungen,  had obtained  extensions of the maturity  dates of its credit  facilities to August 30, 2003. A
                         copy of the Company's press release announcing the offering and amendment was attached to the Current Report.

(ii)     The Company  furnished  to the  Commission  a Current  Report on July 22, 2003 to announce  that its wholly  owned  subsidiary
                         United  States Can Company had  completed  the  offering of $125 million of 10 7/8% senior  secured  notes and
                         that the Company's  senior secured  credit  facility had been amended.  A copy of the indenture,  registration
                         rights agreement, amendment and press release were attached to the Current Report.

(iii)    The Company  furnished to the  Commission a Current Report on Form 8-K on August 1, 2003 to announce its results of operations
                         for the period ended June 29, 2003.  The Company's  second  quarter 2003  earnings  press release was attached
                         to the Current Report.

(iv)     The Company  furnished to the  Commission a Current  Report on Form 8-K on September 19, 2003 to report  reclassifications  in
                         the  Company's  2002 annual  financial  statements  in  accordance  with  Statement  of  Financial  Accounting
                         Standards No. 145,  "Rescission  of FASB  Statements  No. 4, 44, and 46,  Amendment of FASB  Statement No. 13,
                         and Technical  Corrections".  A copy of the Company's  restated  audited  financial  statements for the fiscal
                         year ended December 31, 2002 were attached to the Current Report.






                                                              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 5, 2003                                                        By: /S/ Sandra K. Vollman
                                                                                   ----------------------
                                                                                    Sandra K. Vollman
                                                                                    Senior Vice President and
                                                                                    Chief Financial Officer
                                                                                    (Duly authorized officer and principal financial
                                                                                    officer)`