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



                                                  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 June 29, 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 August 7, 2003, 53,333.333 shares of Common Stock were outstanding.


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






                                                 U.S. CAN CORPORATION AND SUBSIDIARIES

                                                               FORM 10-Q

                                             FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2003

                                                           TABLE OF CONTENTS

                                                                                                                    Page
                                                                                                                    ----

PART I           FINANCIAL INFORMATION

Item 1.          Financial Statements (Unaudited)

                 Consolidated Statements of Operations for the Three and Six Months Ended
                 June 29, 2003 and June 30, 2002..................................................................     3

                 Consolidated Balance Sheets as of June 29, 2003 and December 31, 2002............................     4

                 Consolidated Statements of Cash Flows for the Six Months Ended
                 June 29, 2003 and June 30, 2002..................................................................     5

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

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

Item 3.          Quantitative and Qualitative Disclosures About Market Risk.......................................    23

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

PART II          OTHER INFORMATION

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

Item 6.          Exhibits and Reports on Form 8-K.................................................................    24





                                               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; our substantial debt and ability to generate sufficient cash flows to service our debt; 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; loss of important customers or volume; currency and interest rate
fluctuations; 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                Six Months Ended
                                                           --------------------------------- --------------------------------
                                                            June 29, 2003    June 30, 2002   June 29, 2003    June 30, 2002
                                                           ----------------  --------------- ---------------  ---------------
                                                                                      (unaudited)
Net Sales                                                    $   210,312       $   203,624     $   409,202      $   389,662
Cost of Sales                                                    185,602           180,731         363,148          347,801
                                                             -----------       -----------     -----------      -----------
     Gross Income                                                 24,710            22,893          46,054           41,861
Selling, General and Administrative Expenses                       8,661             9,867          18,337           19,198
Special Charges                                                      591                 -           1,621                -
                                                             -----------       -----------     -----------      -----------
     Operating Income                                             15,458            13,026          26,096           22,663
Interest Expense                                                  14,159            14,100          28,261           27,843
                                                             -----------       -----------     -----------      -----------
     Income (Loss) Before Income Taxes                             1,299            (1,074)         (2,165)          (5,180)
Provision (Benefit) for Income Taxes                               2,301              (198)          2,874           (1,922)
                                                             -----------       ------------    -----------      -----------

Net Loss Before Cumulative Effect of
   Accounting Change                                              (1,002)             (876)         (5,039)          (3,258)

Cumulative Effect of Accounting Change, net of income
   taxes                                                               -                 -               -          (18,302)
                                                             -----------       -----------     -----------      -----------
Net Loss Before Preferred Stock Dividends                         (1,002)             (876)         (5,039)         (21,560)
Preferred Stock Dividend Requirement                              (3,400)           (3,081)         (6,646)          (6,055)
                                                             -----------       -----------     -----------      -----------
Net Loss Attributable to Common Stockholders                 $    (4,402)      $    (3,957)    $   (11,685)     $   (27,615)
                                                             ===========       ===========     ===========      ===========



                               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)

                                                                                   June 29,         December 31,
                                    ASSETS                                           2003               2002
                                                                                ----------------  -----------------
CURRENT ASSETS:                                                                            (Unaudited)
      Cash and cash equivalents                                                   $      19,046     $       11,790
      Accounts receivable, net of allowances                                            118,061             89,986
      Inventories                                                                       107,634            105,635
      Deferred income taxes                                                               7,749              7,730
      Other current assets                                                               10,201             14,466
                                                                                ----------------  -----------------
          Total current assets                                                          262,691            229,607

PROPERTY, PLANT AND EQUIPMENT, less accumulated
  depreciation and amortization                                                         238,743            241,674

GOODWILL                                                                                 27,384             27,384

DEFERRED INCOME TAXES                                                                    28,017             29,340

OTHER NON-CURRENT ASSETS                                                                 51,216             50,821
                                                                                ----------------  -----------------
          Total assets                                                            $     608,051     $      578,826
                                                                                ================  =================

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Current maturities of long-term debt and capital lease obligations          $      45,716     $       26,153
      Accounts payable                                                                  104,491             94,537
      Accrued expenses                                                                   49,610             51,446
      Restructuring reserves                                                              7,613             11,990
      Income taxes payable                                                                1,913                958
                                                                                ----------------  -----------------
          Total current liabilities                                                     209,343            185,084

LONG TERM DEBT                                                                          522,142            523,529

LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
   BENEFIT PLANS                                                                         75,305             74,574

OTHER LONG-TERM LIABILITIES                                                               6,960              6,352
                                                                                ----------------  -----------------

          Total liabilities                                                             813,750            789,539

REDEEMABLE PREFERRED STOCK, 200,000 shares authorized,
   106,667 shares issued & outstanding                                                  139,780            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                                              (41,024)           (51,076)
      Accumulated deficit                                                              (357,788)          (346,103)
                                                                                ----------------  -----------------
          Total stockholders' equity / (deficit)                                       (345,479)          (343,846)
                                                                                ----------------  -----------------
              Total liabilities and stockholders' equity                          $     608,051     $      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 Six Months Ended
                                                                                       June 29, 2003       June 30, 2002
                                                                                     ------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                             (Unaudited)
  Net loss before preferred stock dividend requirements                                  $    (5,039)        $   (21,560)
  Adjustments to reconcile net loss to net cash used in
    operating activities -
      Depreciation and amortization                                                           18,326              17,663
      Special charge                                                                           1,621                  -
      Cumulative effect of accounting change                                                      -               18,302
      Deferred income taxes                                                                    1,916              (3,546)
  Change in operating assets and liabilities, net of effect of acquired
     businesses:
      Accounts receivable                                                                    (24,332)             (9,180)
      Inventories                                                                              2,040              (5,662)
      Accounts payable                                                                         6,162              10,278
      Accrued expenses                                                                        (5,520)             (6,472)
      Other, net                                                                              (1,220)             (3,984)
                                                                                         -----------         -----------
          Net cash used in operating activities                                               (6,046)             (4,161)
                                                                                         -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures including restructuring capital                                        (7,409)            (11,036)
  Proceeds from sale of property                                                               5,429                 591
  Investment in Formametal S.A.                                                                    -                (133)
                                                                                         -----------         ------------
          Net cash used in investing activities                                               (1,980)            (10,578)
                                                                                         -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings under the revolving line of credit                                           20,300               8,900
   Borrowings of other debt                                                                    3,557              13,750
  Payments of other debt, including capital lease obligations                                 (7,126)             (5,689)
                                                                                         ------------        ------------
          Net cash provided by financing activities                                           16,731              16,961
                                                                                         ------------        -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                       (1,449)               (452)
                                                                                         -------------       ------------

INCREASE IN CASH AND CASH EQUIVALENTS                                                          7,256               1,770

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

CASH AND CASH EQUIVALENTS, end of period                                                 $    19,046         $    16,513
                                                                                         ============        ===========



                                    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
                                                             JUNE 29, 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 six 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 use
the intrinsic fair value method under APB Opinion No. 25 to account for the plan;  therefore,  no compensation  costs are recognized in
the Company's financial statements for options granted.

         During the three and six months  ended June 29,  2003 and June 30,  2002,  the  Company  did not issue any stock  options.  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.

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

                                     June 29, 3003        June 30, 2002           June 29, 2003        June 30, 2002
                                  ------------------------------------------   ------------------------------------------

Net Loss..................................               $           (4,402)  $           (3,957)     $          (11,685) $          (27,615)

Stock-Based Compensation Cost,
  net of tax...............................           (20)                 (38)                    (40)                (76)
                                  ------------------------------------------   ------------------------------------------

Pro-Forma Net Loss.....................        $           (4,422)  $           (3,995)     $          (11,725) $          (27,691)
                                  ==========================================   ==========================================

 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  financial  position  and results of  operations  of the
Company 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 is not expected to have a material impact on
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 will adopt
the standard on June 30, 2003.  At June 29, 2003,  the Company had $139.8  million of  redeemable  preferred  stock.  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 will not have an impact on the
Company's balance sheet or statement of operations.

(2) SUPPLEMENTAL CASH FLOW INFORMATION

         The Company paid  interest of  approximately  $21.8  million and $29.0 million for the six months ended June 29, 2003 and June
30,  2002,  respectively.  The Company  paid $0.8  million in income  taxes for the six months ended June 29, 2003 and $1.2 million for
the six months ended June 30, 2002.

(3) SPECIAL CHARGES

2003
----

         During  the first six  months of 2003,  the  Company  recorded  restructuring  charges of $1.6  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.  The employee sued the Company for unfair dismissal  requesting  additional
severance in accordance  with his  employment  agreement.  In June 2003,  the Company was informed that the courts  intended to rule in
favor of the terminated  employee and the Company  recorded a charge for the potential  additional  severance.  The Company has not yet
received the appeals court's opinion.  See Note (10).

         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  charge  recorded  in the second  quarter of 2003.  Total cash  payments in the first six months of 2003 were
$6.0 million  (primarily  severance and facility shut down costs) and the Company  anticipates  spending another $11.3 million over the
next several years.  The remaining  reserve consists  primarily of employee  termination  benefits paid over time for  approximately 29
salaried and 51 hourly employees  (approximately  600 positions were originally  identified for elimination) and other ongoing facility
exit costs.







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

                           January 1, 2003          Net              Cash                 June 29,
                               Balance           Additions         Payments              2003 Balance
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Employee Separation                  $9.2                $1.6           $(3.3)                  $7.5
Facility Closing Costs                6.5                 -              (2.7)                   3.8
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Total                               $15.7                $1.6           $(6.0)                 $11.3 (a)
                           =================    =============    =============       ====================
                                   ================    ==============      =================

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

2002
----

         During 2002,  restructuring  programs resulted in the closure of the Burns Harbor,  Indiana lithography facility, the Columbia
Specialty  facility  located in Maryland and the Southall,  England  manufacturing  facility.  During the first six months of 2002, the
Company  consolidated two plastics facilities into a new facility in Atlanta,  Georgia.  Total cash payments in the first six months of
2002 were $6.2 million.

         The table below presents the reserve categories and related activity as of June 30, 2002:

                           January 1, 2002          Net              Cash                               June 30,
                               Balance           Additions         Payments         Other(b)           2002 Balance
                           -----------------    -------------    -------------    -------------    --------------------
                           -----------------    -------------    -------------    -------------    --------------------
Employee Separation                 $21.2               $ -             $(4.3)            $0.4               $17.3
Facility Closing Costs               10.7                 -              (1.9)             1.7                10.5
                           -----------------    -------------    -------------    -------------    --------------------
                           -----------------    -------------    -------------    -------------    --------------------
Total                               $31.9               $ -             $(6.2)            $2.1               $27.8 (a)
                           =================    =============    =============    =============    ====================

(a)      Includes $6.0 million classified as other long-term liabilities as of June 30, 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.

(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  $55.9 million at June 29, 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 June 29, 2003 and at December 31, 2002.

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

                                                                                          June 29,         December 31,
                                                                                            2003               2002
                                                                                    -----------------   ----------------
         Raw materials........................................................      $          24,024    $        23,492
         Work in process......................................................                 47,391             46,435
         Finished goods.......................................................                 36,219             35,708
                                                                                    -----------------    ---------------
                                                                                    $         107,634    $       105,635
                                                                                    =================    ===============

(5) DEBT OBLIGATIONS

         On July 22, 2003,  the Company  issued $125.0  million of 10 7/8% Senior Secured Notes due 2010 and amended its Senior Secured
Credit Facility.  See Note (8) for further information on the Senior Secured Notes and the Senior Secured Credit Facility amendment.

         The Senior Secured Credit Facility,  the Senior Secured Notes and the Senior  Subordinated 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
both facilities, as amended, at June 29, 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, a formal  demand for security  was made by the lenders  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  through June 30, 2003.  In addition,  United States Can Company made
payments  of(euro)1.5  million  on May 7, 2003 and(euro)1.0 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 has initiated
discussions  with several banks to secure a new facility that would replace the existing  facilities  and allow it to meet its seasonal
borrowing  needs and has received an extension of the existing  facilities  through August 30, 2003. This facility is expected to be in
an amount  comparable  to  historical  credit lines and secured in the same manner as the  existing  borrowings.  Discussions  with our
banks are in the early stages;  however,  management  believes that it will be able to secure adequate  financing to meet May's working
capital  needs.  If May is unable to secure  adequate  substitute  financing  or  defaults  on  payments  of debt  under its  borrowing
agreements,  the Company will need to provide  financing for May from other sources  available to it, including  currently  existing or
new lines of credit in the United  States and Europe.  There can be no  assurance  that the  existing  banks will extend or replace the
current facilities,  that new banks will extend the required level of credit, that May will not default under its borrowing  agreements
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 six month
periods ended June 29, 2003 and June 30, 2003, respectively (000's omitted):

                                                                  Three Months Ended                 Six Months Ended
                                                            ------------------------------- ---------------------------------
                                                                  June 29,        June 30,        June 29,          June 30,
                                                                    2003            2002            2003              2002
                                                            --------------  --------------------------------  ------------
  REVENUES FROM EXTERNAL CUSTOMERS:
  Aerosol                                                          $94,768         $96,900        $183,546          $183,364
  International                                                     70,800          57,447         133,865           111,951
  Paint, Plastic & General Line                                     31,113          32,677          62,358            61,588
  Custom & Specialty                                                13,631          16,600          29,433            32,759
                                                                    -------         -------         -------           ------
  Total revenues                                                  $210,312        $203,624        $409,202          $389,662
                                                                  =========       =========       =========         ========

  INCOME (LOSS) FROM OPERATIONS:
  Aerosol                                                          $17,378         $15,848         $31,386           $28,535
  International                                                        362             325            (467)              109
  Paint, Plastic & General Line                                      3,676           3,350           7,861             5,626
  Custom & Specialty                                                   303            (355)            854               274
                                                                       ----           ------           ----              ---
  Total Segment Income From Operations                              21,719          19,168          39,634            34,544
  Corporate Expenses                                                (6,261)         (6,142)        (13,538)          (11,881)
  Interest Expense                                                 (14,159)        (14,100)        (28,261)          (27,843)
                                                                   ---------       ---------       ---------         --------
  Income (Loss) Before Income Taxes                                 $1,299         $(1,074)        $(2,165)          $(5,180)
                                                                    =======        =========       =========         ========
(7) COMPREHENSIVE NET INCOME (LOSS)

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

                                                                                          June 29,        December 31,
                                                                                            2003              2002
                                                                                        -------------   ---------------
         Foreign Currency Translation Adjustment ...................................        $(16,806)          $(25,044)
         Minimum Pension Liability Adjustment.......................................         (22,762)           (22,346)
         Unrealized Loss on Cash Flow Hedges........................................          (1,456)            (3,686)
                                                                                        ------------     --------------
         Total Accumulated Other Comprehensive Loss.................................         $(41,024)         $(51,076)
                                                                                        =============    ==============

         The  components  of  comprehensive  loss for the three and six  months  ended June 29,  2003 and June 30,  2002 are as follows
(000's omitted):
                                                                  Three Months Ended                 Six Months Ended
                                                            ------------------------------- -------------------------
                                                                June 29,       June 30,         June 29,          June 30,
                                                                  2003           2002             2003              2002
                                                            -------------- ---------------- ----------------  ----------
  Net Loss Before Preferred Stock Dividends                     $ (1,002)      $   (876)        $ (5,039)         $(21,560)
  Unrealized Gain (Loss) on Cash Flow Hedges (a)                   1,200         (1,324)           2,230               (34)
  Foreign Currency Translation Adjustment                          5,524         14,127            7,822             1,203
                                                                --------       --------         --------          --------
  Comprehensive Income (Loss)                                   $  5,722       $ 11,927         $  5,013          $(20,391)
                                                                ========       ========         ========          =========

(a)      Net of  reclassification  of losses  included in interest  expense of $1.6 million and $1.4 million for the three months ended
        June 29, 2003 and June 30,  2002,  respectively  and $3.2  million and $2.8  million for the six months ended June 29, 2003 and
        June 30, 2002, respectively.

 (8) RECENT DEVELOPMENTS

         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.

         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  expects to incur  approximately  $7.6 million of fees and expenses  related to the offering and senior  secured
credit facility amendment.

(9) 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.  We are 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 our  business.  In our  opinion,  the
litigation is not material to our financial condition or results of operations.

         Walter Schmidt,  former finance director at May Verpackungen GmbH ("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  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.  On June 2,
2003, a German  appeals court heard the appeal.  On June 4, 2003,  the appeals court  indicated to the parties that it intended to rule
in Mr. Schmidt's favor and would issue an opinion detailing its decision.  We have not yet received the appeals court's opinion.

(10) SUBSIDIARY GUARANTOR INFORMATION

         The following presents the condensed  consolidating  financial data for U.S. Can Corporation (the "Parent Guarantor"),  United
States Can Company  (the  "Issuer"),  USC May  Verpackungen  Holding Inc.  (the  "Subsidiary  Guarantor"),  and the  Issuer's  European
subsidiaries,  including May Verpackungen GmbH & Co., KG (the "Non-Guarantor Subsidiaries"),  as of June 29, 2003 and December 31, 2002
and for the six months ended June 29, 2003 and June 30, 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 Six Months Ended JUNE 29, 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......................        $    -      $ 275,337        $      -           $ 133,865           $    -      $ 409,202
COST OF SALES..................             -        235,235               -             127,913                -        363,148
                                       -------     ----------       ---------          ----------          -------     ---------
     Gross income..............             -         40,102               -               5,952                -         46,054
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES.......             -         11,918                -              6,419                -         18,337
SPECIAL CHARGES................             -            527                -              1,094                -          1,621
                                       -------     ----------       ---------          ----------          -------     ---------
     Operating income..........             -         27,657                -             (1,561)               -         26,096
INTEREST EXPENSE...............             -         23,453            3,192              1,616                -         28,261
EQUITY IN LOSS
  OF SUBSIDIARIES .............         (5,039)       (7,558)          (4,294)                -             16,891            -
                                       -------     ---------        -----------        ---------           --------    --------
     Loss before income taxes           (5,039)       (3,354)          (7,486)            (3,177)           16,891        (2,165)
PROVISION FOR
  INCOME TAXES.................             -          1,685                -              1,189                -          2,874
                                       -------     ---------        ---------          ---------           -------     ---------
NET LOSS BEFORE
  PREFERRED STOCK DIVIDENDS....         (5,039)       (5,039)          (7,486)            (4,366)           16,891        (5,039)

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

NET LOSS ATTRIBUTABLE TO COMMON                )
 STOCKHOLDERS..................        $(11,685    $  (5,039)       $  (7,486)         $  (4,366)          $16,891     $ (11,685)
                                       ========    =========        =========          =========           ========    =========






                                                 U.S. CAN CORPORATION AND SUBSIDIARIES

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (Continued)

                                            CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                                For the SIX MONTHS Ended JUNE 30, 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......................        $    -      $ 277,711        $      -           $ 111,951           $    -      $ 389,662
COST OF SALES..................             -        243,280               -             104,521                -        347,801
                                       -------     ----------       ---------          ----------          -------     ---------
     Gross income..............             -         34,431               -               7,430                -         41,861
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES......             -         11,877                -              7,321                -         19,198
                                       -------     ----------       ---------          ----------          -------     ---------
     Operating income..........             -         22,554                -                109                -         22,663
INTEREST EXPENSE...............             -         23,394            3,268              1,181                -         27,843
EQUITY IN LOSS
  OF SUBSIDIARIES .............        (21,560)      (12,870)         (16,027)                 -            50,457            -
                                       -------     ---------        -----------        ---------           --------    --------
     Loss before income taxes          (21,560)      (13,710)         (19,295)            (1,072)           50,457        (5,180)
PROVISION (BENEFIT) FOR
  INCOME TAXES.................             -           (324)          (1,992)               394                 -        (1,922)
                                       -------     ---------        ---------          ---------           -------     ---------
NET LOSS BEFORE
  CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE........................        (21,560)      (13,386)         (17,303)            (1,466)           50,457        (3,258)
CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE, net of income taxes...             -         (8,174)           4,717            (14,845)                -       (18,302)
                                       -------     ----------       ---------          -----------         -------     ---------
NET LOSS BEFORE
  PREFERRED STOCK DIVIDENDS....        (21,560)      (21,560)         (12,586)           (16,311)           50,457       (21,560)
PREFERRED STOCK DIVIDEND
  REQUIREMENT..................         (6,055)            -                -                  -                 -        (6,055)
                                       -------     ---------        ---------          ---------           -------     ---------
NET LOSS ATTRIBUTABLE TO COMMON                )
 STOCKHOLDERS..................        $(27,615    $ (21,560)       $ (12,586)         $ (16,311)          $50,457     $ (27,615)
                                       ========    =========        =========          =========           ========    =========







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

                                                 CONDENSED CONSOLIDATING BALANCE SHEET
                                                          As of JUNE 29, 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    $       -     $     18,198      $           -       $        848       $       -      $     19,046
     Accounts receivable......             -          59,257                   -            58,804                -          118,061
     Inventories..............             -          51,743                (600)           56,491                -          107,634
     Deferred income taxes....             -           5,535               1,977               237                -            7,749
     Other current assets.....             -           5,733                   -             4,468                -           10,201
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         140,466               1,377           120,848                -          262,691
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         142,476                   -            96,267                -          238,743
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          26,951                 606               460                -           28,017
OTHER NON-CURRENT ASSETS......             -          36,899                   -            14,317                -           51,216
INTERCOMPANY
  ADVANCES....................             -         247,492                   -                 -         (247,492)               -
INVESTMENT IN
  SUBSIDIARIES................             -               -              60,511                 -          (60,511)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    621,668      $       62,494      $    231,892       $ (308,003)    $    608,051
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $     10,544      $           -       $     35,172       $       -      $     45,716
     Accounts payable.........             -          48,921                   -            55,570                -          104,491
     Other current liabilities             -          44,572                  31            14,533                -           59,136
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -         104,037                  31           105,275                -          209,343
liabilities...................
TOTAL LONG TERM DEBT..........           854         521,288                   -                 -                -          522,142
LONG TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          44,645                 672            29,988                -           75,305
OTHER LONG-TERM
  LIABILITIES.................             -           3,958                   -             3,002                -            6,960
PREFERRED STOCK...............       139,780               -                   -                 -                -          139,780
INTERCOMPANY LOANS............       112,056               -             118,056            17,380         (247,492)               -
INVESTMENT IN
  SUBSIDIARIES................        92,789          40,529                   -                 -         (133,318)               -
STOCKHOLDERS' EQUITY /
  (DEFICIT)...................      (345,479)        (92,789)            (56,265)           76,247           72,807         (345,479)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    621,668      $       62,494      $    231,892       $ (308,003)    $    608,051
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 SIX MONTHS ENDED JUNE 29, 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       $     -        $  7,148
                                                 --------       --------
  ACTIVITIES.................................................                  $  (7,495)           $ (5,699)        $  (6,046)
                                                                               ---------            --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.................................-.....     (5,868)             -               (1,541)           (7,409)
  Proceeds from sale of property.......................-.....        256              -                5,173             5,429
                                                       -        --------       ---------            --------         ---------
      Net cash (used in) provided by                   -          (5,612)
                                                 --------       --------
investing activities.........................................                         -                3,632            (1,980)
                                                                               ---------            --------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances.....................-.....     (6,561)          7,495                (934)                -
  Net borrowings under revolving line of               -          20,300
credit.......................................................                         -                    -            20,300
  Payments of other long-term debt.....................-.....     (2,784)             -               (4,342)           (7,126)
  Borrowings of other debt.............................-.....          -              -                3,557             3,557
                                                       -        --------       ---------            ---------        ---------
      Net cash (used in) provided by                   -          10,955
                                                 --------       ---------
financing
     activities..............................................                      7,495              (1,719)           16,731
                                                                               ----------           ----------       ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................-.....          -              -               (1,449)           (1,449)
                                                       -        --------       ---------            ---------        ----------
INCREASE (DECREASE) IN CASH AND                        -          12,491
  CASH EQUIVALENTS...........................................                         -               (5,235)            7,256
CASH AND CASH EQUIVALENTS, beginning of                -           5,707
                                                 --------       ---------
  period.....................................................                         -                6,083            11,790
                                                                               ---------            --------         ---------
CASH AND CASH EQUIVALENTS, end of period.........$.....-.....   $ 18,198       $      -             $    848         $  19,046
                                                 =     =        =========      =========            ========         =========






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

                                            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                                FOR THE SIX MONTHS ENDED JUNE 30, 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                                     $     -        $  9,699       $  (4,524)           $ (9,336)        $  (4,161)
                                                 --------       --------       ---------            --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                 -          (6,765)             -               (4,271)          (11,036)
  Proceeds from the sale of property                   -             475              -                  116               591
  Investment in Formametal S.A.                        -            (133)             -                    -              (133)
                                                 --------       ---------      ---------            --------         ----------
    Net cash used in investing activities              -          (6,423)             -               (4,155)          (10,578)
                                                 --------       --------       ---------            --------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances                     -          (4,179)          4,524                (345)                -
  Net borrowings under revolving line of
credit                                                 -           8,900              -                    -             8,900
  Payments of other long-term debt                     -          (4,340)             -               (1,349)           (5,689)
  Borrowings of other long-term debt                   -              -               -               13,750            13,750
                                             ------------   ------------  --------------     ---------------         ---------
    Net cash provided by financing
      activities                                       -             381           4,524              12,056            16,961
                                                 --------       --------       ----------           --------         ---------
EFFECT OF EXCHANGE RATE CHANGES ON
  CASH                                                 -               -              -                 (452)             (452)
                                                 --------       --------       ---------            ---------        ----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                            -           3,657              -               (1,887)            1,770
CASH AND CASH EQUIVALENTS, beginning
  of period                                            -           8,249              -                6,494            14,743
                                                 --------       ---------      ---------            --------         ---------
CASH AND CASH EQUIVALENTS, end of period         $     -        $ 11,906       $      -             $  4,607         $  16,513
                                                 ========       =========      =========            ========         =========





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).

Use of Estimates; Critical Accounting Policies

         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.

         Revenue is  recognized  when goods are shipped,  at which time,  title and risk of loss pass to the customer.  Provisions  for
discounts,  returns,  allowances,  customer  rebates and other  adjustments are provided for in the same period as the related revenues
are recorded.  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,  provisions for  discounts,  returns and  allowances  and customer  rebates may vary and therefore  revenue may be materially
impacted.

         Management  estimates  allowances for collectibility  related to its accounts receivable based on the customer  relationships,
the aging and turns of accounts  receivable,  credit worthiness of customers,  credit  concentrations and payment history.  Despite our
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.

         Inventories  are stated at the lower of cost or market and  include  material,  labor and factory  overhead.  Costs for United
States  inventory have been determined using the last-in,  first-out  ("LIFO") method and costs for  Subsidiaries'  inventory have been
determined by the first-in,  first-out ("FIFO") method.  The Company estimates reserves for inventory  obsolescence and shrinkage based
on its judgment of future  realization.  A large portion of the Company's  inventory is  manufactured  to customer  specifications  and
therefore  less likely to become  obsolete.  Losses may result to the extent the Company  manufactures  customized  products that it is
unable to sell.

         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.

         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.  In 2003, an additional  charge of $1.6 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 half 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.

         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.  In 2002, we reduced our United States and foreign  discount  rates to reflect  market  interest rate
conditions.

         To manage  interest rate  exposure,  the Company  enters 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.  This may result in  additional  volatility  in
reported  earnings,  other  comprehensive  loss and  accumulated  other  comprehensive  loss.  Our interest rate swaps and collars were
entered into in 2000,  when interest  rates were higher than current  rates.  Accordingly,  these  contracts are "out of the money" and
may require future payments if market  interest rates do not return to historical  levels.  These contracts  expire in October 2003. In
addition,  if rates do increase above historical  levels and the  counterparties  to the agreements  default on their obligations under
the  agreements,  our interest  expense would  increase.  The Company does not use  financial  instruments  for trading or  speculative
purposes.

Results of Operations

Three month period ended June 29, 2003, as compared to the three month period ended June 30, 2002

         Consolidated  net sales for the three  months ended June 29, 2003 were $210.3  million as compared to $203.6  million in 2002,
an increase of 3.3%.  Along business  segment  lines,  Aerosol net sales for the second quarter of 2003 decreased to $94.8 million from
$96.9 million for the same period in 2002, a 2.2%  decrease,  due  principally  to decreased  unit volume in the second quarter of 2003
($4.6  million),  offset  partially by changes in product pricing and mix ($2.5  million).  International  net sales increased to $70.8
million for the second  quarter of 2003 from $57.4 million for the second  quarter of 2002, an increase of $13.4 million or 23.3%.  The
increase in  International  net sales was primarily due to the positive impact of the  translation of sales made in foreign  currencies
($12.6  million)  based upon using the same average U.S dollar  exchange  rates in effect during the second  quarter of 2002 along with
increased  European  aerosol unit volume ($0.8 million).  Paint,  Plastic & General Line net sales  decreased $1.6 million,  from $32.7
million  for the second  quarter of 2002 to $31.1  million  for the  second  quarter of 2003.  This  decrease  was due  primarily  to a
decrease in volume ($2.7 million)  partially  offset by a change in product mix and increasing  resin prices in our plastics  business,
which are  contractually  passed on to customers ($1.1 million).  In the Custom & Specialty  segment,  sales decreased 17.9% from $16.6
million for the second quarter of 2002 to $13.6 million for the second quarter of 2003,  driven  primarily by a decline in volume ($5.5
million) partially offset by the positive impact of a change in the mix of products sold in the second quarter of 2003 ($2.5 million).

         Consolidated  cost of goods sold  increased  $4.9 million  to $185.6 million for the three months ended June 29, 2003 from the
same  quarter in 2002.  The  principal  reasons for the  increase  included  the foreign  currency  translation  impact on costs ($12.1
million)  based upon using the same  average  U.S dollar  exchange  rates in effect  during the second  quarter of 2002 and  production
inefficiencies  at May  Verpackungen  ($1.3 million).  The increase was partially offset by decreased costs resulting from a decline in
metal paint volume ($5.5 million) combined with operating  efficiencies  resulting from  restructuring  programs ($3.0 million).  Gross
income of $24.7 million for the  three-month  period ended June 29, 2003  increased  $1.8 million,  or 7.9%,  versus the  corresponding
period of 2002.  Gross profit margin of 11.7% in the second  quarter of 2003  increased 0.5  percentage  points from the second quarter
of 2002. Gross profit margin was positively impacted by operating  efficiencies  resulting from restructuring  programs (1.4 percentage
points) and was negatively  impacted by decreased  volume (0.3 percentage  points) and production  inefficiencies  at May  Verpackungen
(0.6 percentage points).

         Selling,  general and  administrative  costs decreased from $9.9 million for the second quarter of 2002 to $8.7 million in the
second quarter of 2003 primarily due to positive results from Company-wide cost saving programs.

         During  the second  quarter  of 2003,  the  Company  recorded a  restructuring  charge of $0.6  million  related to  potential
additional  severance  costs for a  previously  terminated  employee  of May  Verpackungen.  The  employee  sued the Company for unfair
dismissal  requesting  additional  severance in accordance with his employment  agreement.  In June 2003, the Company was informed that
the courts intended to rule in favor of the terminated  employee and the Company  recorded a charge for the additional  severance.  The
Company  has not yet  received  the  appeals  court's  opinion.  See Note (10) to the  consolidated  financial  statements  for further
information.

         Total cash  payments in the second  quarter of 2003 were $1.6 million  (primarily  severance and facility shut down costs) and
the Company anticipates spending another $11.3 million over the next several years.

                              March 31,             Net              Cash                 June 29,
                             2003 Balance        Additions         Payments              2003 Balance
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Employee Separation                  $7.6                $0.6           $(0.7)                  $7.5
Facility Closing Costs                4.7                 -              (0.9)                   3.8
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Total                               $12.3                $0.6           $(1.6)                 $11.3 (a)
                           =================    =============    =============       ====================
                                   ================    ==============      =================

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

         Interest  expense  in the  second  quarter of 2003  increased  $0.1  million  to $14.2  million  from the same  period of 2002
primarily due to higher average borrowings ($0.5 million) offset by lower interest rates ($0.4 million).

         Income tax expense  was $2.3  million  for the second  quarter of 2003  versus an income tax  benefit of $0.2  million for the
second quarter 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 second quarter 2003 losses of those
operations.

         Payment in kind  dividends of $3.4 million and $3.1 million on the  redeemable  preferred  stock were  recorded for the second
quarters of 2003 and 2002, respectively.

Six month period ended June 29, 2003, as compared to the six month period ended June 30, 2002

         Net sales for the six-month  period ended June 29, 2003,  totaled $409.2  million,  a 5.0% increase  versus the  corresponding
period in 2002.  Along business  segment lines,  Aerosol net sales were  relatively  flat between  periods with sales of $183.5 million
recorded  in the first half of 2003  versus  $183.4  million  recorded in the same period of 2002.  International  sales  increased  to
$133.9  million for the first half of 2003 from $112.0  million for the first half of 2002, an increase of $21.9 million or 19.6%.  The
increase in  International  net sales was primarily due to the positive impact of the  translation of sales made in foreign  currencies
($23.4  million)  based upon using the same average U.S dollar  exchange  rates in effect  during the first half of 2002 along with the
positive  impact of a change in product mix ($1.3  million).  These  increases  were  partially  offset by a decrease in  International
volume ($2.8  million) for the first six months of 2003.  Paint,  Plastic & General Line segment sales  increased 1.3% to $62.4 million
for the first six months of 2003 from $61.6  million for the same period in 2002.  This  increase  was due  primarily to an increase in
plastics  volume ($1.7 million) and a change in product mix and increasing  resin prices in our plastics  business ($1.4 million) which
are  contractually  passed on to customers but are partially offset by the negative impact of a decrease in paint volume ($1.8 million)
and changes in product mix ($0.5  million).  Custom & Specialty  sales of $29.4 million  decreased from the $32.8 million for the first
half of 2002,  driven  primarily  by a decline in volume ($2.5  million)  combined  with the negative  impact of a change in the mix of
products sold over the first six months of 2003 ($0.9 million).

         Consolidated cost of goods sold of $363.1 million for the first half of 2003 increased  $15.3 million,  or 4.4%, from the same
period in 2002.  The principal  reasons for the increase  included the foreign  currency  translation  impact on costs ($22.5  million)
based  upon  using the same  average  U.S  dollar  exchange  rates in effect  during  the  first six  months of 2002 and  International
production  inefficiencies  ($3.4  million).  The increase was partially  offset by decreased  costs  resulting from a decline in metal
paint and plastics  product  volume ($4.8  million)  along with operating  efficiencies  resulting  from  restructuring  programs ($5.8
million).  Gross income of $46.1 million for the six-month  period ended June 29, 2003  increased  $4.2 million,  or 10.0%,  versus the
corresponding  period of 2002.  Gross profit  margin of 11.3% for the first six months of 2003  increased  0.6% from the same period in
2002.  The increase in gross margin  percentage  was primarily due to domestic  operating  efficiencies  resulting  from  restructuring
programs (1.4 percentage points) partially offset by International inefficiencies (0.8 percentage points).

         Selling,  general,  and  administrative  expenses  were $18.3  million in the first half of 2003, a $0.9  million  decrease in
comparison to the same period of 2002 due to positive results from Company-wide cost saving programs.

         During the first half of 2003,  the  Company  recorded a  restructuring  charge of $1.6  million.  A $1.0  million  charge was
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.  As
discussed  previously,  a $0.6 million  charge was recorded in the second  quarter of 2003  related to potential  additional  severance
costs for a previously terminated employee of May Verpackungen.

         Total cash payments in the first six months of 2003 were $6.0 million  (primarily  severance and facility shut down costs) and
the Company  anticipates  spending  another $11.3 million over the next several  years.  The remaining  reserve  consists  primarily of
employee  termination  benefits paid over time for approximately 29 salaried and 51 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 charge recorded in the second quarter of 2003.







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

                           January 1, 2003          Net              Cash                 June 29,
                               Balance           Additions         Payments              2003 Balance
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Employee Separation                  $9.2                $1.6           $(3.3)                  $7.5
Facility Closing Costs                6.5                 -              (2.7)                   3.8
                           -----------------    -------------    -------------       --------------------
                           -----------------    -------------    -------------       --------------------
Total                               $15.7                $1.6           $(6.0)                 $11.3 (a)
                           =================    =============    =============       ====================
                                   ================    ==============      =================

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

         Interest  expense  increased  $0.4 million  from $27.8  million for the first six months of 2002 to $28.3 million for the same
period in 2003 primarily due to higher average borrowings ($1.0 million) partially offset by lower interest rates ($0.6 million).

         Income tax  expense was $2.9  million  for the first half of 2003  versus an income tax benefit of $1.9  million for the first
half 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 half of 2003 losses of those operations.

         Payment in kind  dividends of $6.6  million and $6.1  million on the  redeemable  preferred  stock were  recorded in the first
half of 2003 and 2002, respectively.

Liquidity and Capital Resources

         During the first half 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 $6.0  million for the six months  ended June 29,  2003,  compared to cash used of $4.2 million for the six months ended
June 30, 2002.  The increased use of cash by operations is due primarily to increases in working capital.

         Net cash used in  investing  activities  was $2.0 million for the first half of 2003 as compared to $10.6  million  (primarily
capital  spending) for the first half of 2002.  First half of 2003  investing  activities  included  capital  spending of $7.4 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.  Proceeds  received  from the sale of property  during the first half 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 six months of 2003 was $16.7  million,  versus $17.0 million for the
same period in 2002. The primary  financing  sources were  borrowings  under the revolving  credit portion of the Senior Secured Credit
Facility and unsecured  revolving  lines of credit granted by various banks to fund the seasonal  working  capital  requirements of May
Verpackungen.

         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 Company  expects to incur  approximately  $7.6 million of fees and expenses  related to the offering and senior  secured
credit facility amendment.

         At June 29,  2003,  prior to the  aforementioned  refinancing,  $90.0  million  had been  borrowed  under the  $110.0  million
revolving loan portion of the Senior Secured Credit  Facility.  Letters of Credit of $11.7 million were also  outstanding  securing the
Company's  obligations under various insurance programs and other contractual  agreements.  In addition,  the Company had $19.0 million
of cash and cash  equivalents at quarter end. As discussed  previously,  the Company  reduced its  borrowings  under the revolving loan
portion of the  facility  with $55 million of the  proceeds of the Senior  Secured  Notes.  After  payment of a portion of the fees and
expenses, borrowings under the revolver were $36.3 million (excluding letters of credit) at the close of business on July 22, 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
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, a formal  demand for security  was made by the lenders  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  through June 30, 2003.  In addition,  United States Can Company made
payments  of(euro)1.5  million  on May 7, 2003 and(euro)1.0 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 has initiated
discussions  with several banks to secure a new facility that would replace the existing  facilities  and allow it to meet its seasonal
borrowing  needs and has received an extension of the existing  facilities  through August 30, 2003. This facility is expected to be in
an amount  comparable  to  historical  credit lines and secured in the same manner as the  existing  borrowings.  Discussions  with our
banks are in the early stages;  however,  management  believes that it will be able to secure adequate  financing to meet May's working
capital  needs.  If May is unable to secure  adequate  substitute  financing  or  defaults  on  payments  of debt  under its  borrowing
agreements,  the Company will need to provide  financing for May from other sources  available to it, including  currently  existing or
new lines of credit in the United  States and Europe.  There can be no  assurance  that the  existing  banks will extend or replace the
current facilities,  that new banks will extend the required level of credit, that May will not default under its borrowing  agreements
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.

         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 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

         During the period ended June 29, 2003,  under the supervision and with the  participation  of the Chief Executive  Officer and
the Chief  Financial  Officer,  the Company  evaluated the  effectiveness  of the design and operation of its  disclosure  controls and
procedures  pursuant  to Rule  13a-15  of the  Securities  and  Exchange  Act of  1934.  As of the  end of the  period,  the  Company's
management,  including the Chief Executive Officer and the Chief Financial Officer,  concluded that the Company's  disclosure  controls
and procedures  are effective and timely in alerting them to material  information  relating to the Company  required to be included in
the Company's  reports filed or submitted  under the Exchange Act.  There have been no  significant  changes in the Company's  internal
controls or in other factors which could significantly affect internal controls subsequent to the time of such evaluation.







                                                                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.

Legal

         Walter Schmidt,  former finance director at May Verpackungen GmbH ("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.  On June 2,
2003, a German  appeals court heard the appeal.  On June 4, 2003,  the appeals court  indicated to the parties that it intended to rule
in Mr. Schmidt's favor and would issue an opinion detailing its decision.  We have not yet received the appeals court's opinion.

Environmental

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

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

         We have been  designated as a  potentially  responsible  party under  superfund  laws at various  sites in the United  States,
including  a former can plant  located  in San  Leandro,  California.  As a  potentially  responsible  party,  we are or may be legally
responsible,  jointly and severally  with other  members of the  potentially  responsible  party group,  for the cost of  environmental
remediation  at these sites.  Based on  currently  available  data,  we believe our  contribution  to the sites  designated  under U.S.
Superfund  law was,  in most cases,  minimal.  With  respect to San  Leandro,  we believe  the  principal  source of  contamination  is
unrelated to our past operations.

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

Item 6. Exhibits and Reports On Form 8-K
(a)      Exhibits
3.7      Amended and Restated Certificate of Incorporation of U.S. Can Corporation dated
                           December 19, 2002.

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
         (b)      Reports on Form 8-K
(i)      The Company  furnished  to the  Commission a Current  Report on Form 8-K on May 7, 2003 to announce its results of  operations
                         for the period ended March 30, 2003.  The Company's  first  quarter 2003  earnings  press release was attached
                         to the Current Report.

(ii)     The  Company  furnished  to the  Commission  a  Current  Report  on  Form  8-K on June  26,  2003 to  announce  the  Company's
                         consideration  of an offering of up to $125 million of new second  priority senior secured notes and potential
                         amendment to the Company's  senior secured credit facility.  A copy of the Company's press release  announcing
                         the potential offering and amendment was 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:  August 8, 2003                                                          By:   /S/ Sandra K. Vollman
                                                                                     ---------------------
                                                                                    Sandra K. Vollman
                                                                                    Senior Vice President and
                                                                                    Chief Financial Officer
                                                                                    (Duly authorized officer and principal financial
                                                                                    officer)`