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                                                                   Exhibit 10.51

                       CHANGE IN CONTROL AGREEMENT BETWEEN
                                 DAVID FORD AND
                            UNITED STATES CAN COMPANY

         THIS CHANGE IN CONTROL AGREEMENT, dated as of February 4, 1998 (the
"Agreement"), is by and among U.S. Can Corporation, a Delaware corporation,
having its principal offices at 900 Commerce Drive, Oak Brook, Illinois 60523
("USC"), United States Can Company, a Delaware corporation having its principal
offices at 900 Commerce Drive, Oak Brook, Illinois 60523 (the "Subsidiary," with
USC and the Subsidiary collectively referred to herein as "US Can" or the
"Company"), and David Ford, an employee of US Can (the "Employee").

         WHEREAS, the Employee is presently serving as Senior V.P. European
Operations and an employee of USC Holding U.K. Limited; and

         WHEREAS, US Can desires to retain the Employee's services and the
Employee is willing to enter into and continue his employment as an employee of
USC Holding U.K. Limited on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

         1. CERTAIN DEFINED TERMS. (a) "Change of Control" - As used herein,
shall mean any one or more of the following: the acquisition by any individual,
entity or group [within the meaning of Section 13(d) (3) or 14(d) (2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")] of fifteen
percent (15%) or more of the shares of the then outstanding common stock of the
Company (the "Outstanding Common Stock"), a merger or consolidation of the
Company in which the Company does not survive as an independent public company,
a sale of all or substantially all of the assets of the Company, or a
liquidation or dissolution of the Company; provided, however, that the following
acquisitions shall not constitute a Change of Control for the purposes of this
subsection (a): (i) any acquisition directly from the Company, or (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company.

                  (b) "Constructive Termination", as used herein, shall mean any
one or more of the following occurrences within two (2) years following the
Effective Date of a Change of Control: (i) the assignment to the Employee of any
duties is inconsistent in any material respect with the Employee's position,
authority, duties or responsibilities immediately prior to the Effective Date of
the Change of Control referred to above, or any other action by the Company
which results in a diminution in any material respect

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of the Employee's position, authority, duties or responsibilities as the same
existed immediately prior to the Effective Date of the Change of Control
referred to above.

                  (c) "Effective Date", as used herein, shall mean the first
date during which a Change of Control (as defined in Section 1(a)) occurs.

         2. TERMINATION. If the Employee is terminated, or is subject to a
Constructive Termination, within two (2) years following the Effective Date of a
Change of Control, the Employee will be entitled to receive the benefits set
forth below.

                  (a) SEVERANCE PAYMENT. If termination or Constructive
Termination of the Employee occurs within two (2) years following the Effective
Date of a Change of Control, the Employee shall receive a severance payment
equal to two (2) times the higher of the Employee's then current annual base
salary, or the Employee's annual base salary on the date immediately prior to
the Effective Date of a Change of Control.

                  (b) BONUS PAYMENT. If termination or Constructive Termination
of the Employee occurs within two (2) years following the Effective Date of a
Change of Control, the Employee shall be awarded a prorated bonus based on
Employee's target bonus (as then established by the Board of Directors of the
Company or the Employee's manager, as set forth by the Company in any the
effective bonus plan, as set forth in any employment agreement or as set forth
in any combination of the above) for the fiscal year in which the employment
services are Terminated or Constructively Terminated. The bonus amount received
shall be prorated for the actual number of days which have elapsed in the fiscal
year of Termination or Constructive Termination over the total number of days in
that fiscal year.

                  (c) RESTRICTED STOCK. If termination or Constructive
Termination of the Employee occurs within two (2) years following the Effective
Date of a Change of Control, the vesting of all restricted stock grants shall be
accelerated to the date on which the Employee is terminated or is subject to a
Constructive Termination.

                  (d) HEALTH BENEFITS. If termination or Constructive
Termination of the Employee occurs within two (2) years following the Effective
Date of a Change of Control, the Employee shall continue to receive the same
health and welfare benefits (in effect at any time 120 days prior to the
Effective Date of a Change of Control) for a period of two years following the
date of Termination or Constructive Termination.

         3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, of the United States of
America, applicable to agreements made and to be performed in Illinois, without
giving effect to conflicts of law principles.

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         4. HEADINGS. The section headings of this Agreement are for reference
only and are to be given no effect in the construction or interpretation of this
Agreement.

         5. SEVERABILITY. If any part or provision of this Agreement shall be
declared invalid or unenforceable by a court of competent jurisdiction, said
provision or part shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts or
provisions of this Agreement.

         6. WAIVER. Any party may waive compliance by another party with any of
the provisions of this Agreement. No waiver of any provision shall be construed
as a waiver of any other provision. Any waiver must be in writing.

         7. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding on and
inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity (including any
employee or person engaged by the Company in any capacity) not a party to this
Agreement. The Company will require any successor (whether direct or indirect,
by merger, purchase, consolidation or otherwise) of the Company to make an
express assumption of the obligations hereunder and cause any successor (whether
direct or indirect, by merger, purchase, consolidation or otherwise) of the
Company to agree to perform all parts and provisions under this Agreement in the
same manner and to the same extent that the Company would be required to perform
it if no such succession had taken place.

         8. COUNTERPARTS. This Agreement may be signed in any number of
counterparts and all such counterparts shall be read together and construed as
but one and the same document.

         9. NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally when
delivered by facsimile transmission (receipt confirmed, followed by confirmed
hard copy promptly sent by international overnight courier), or three business
days after being sent by a recognized international overnight courier freight
prepaid, to the parties at the following addresses (or to such other address as
a party may have specified by notice duly given to the other party in accordance
with this provision):

                  If to the Employee:

                  At the Employee's then current business or resident address
                  (or facsimile transmission number), as shown on the records of
                  US Can, with a copy to such other person as the Employee may
                  have specified by notice duly given to US Can in accordance
                  with this provision.

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                  If to US Can:

                  United States Can Company
                  900 Commerce Drive
                  Oak Brook, Illinois  60523   -   USA
                  Facsimile Transmission Number:  1-630-573-0715
                  Attention:  President

                  With a copy to:

                  Ross & Hardies
                  150 N. Michigan Avenue
                  Chicago, Illinois  60601-7567   -   USA
                  Facsimile Transmission Number:  1-312-750-8600
                  Attention:  Lawrence R. Samuels

         IN WITNESS WHEREOF, the parties have executed this Agreement, in
triplicate, on the date first written above.

                                       Employee


                                       /s/ David Ford
                                       ----------------------------------------
                                       David Ford

                                       United States Can Company


                                       /s/ William J. Smith
                                       ----------------------------------------
                                       William J. Smith
                                       President and Chief Executive Officer

                                       U.S. Can Corporation


                                       /s/ William J. Smith
                                       ----------------------------------------
                                       William J. Smith
                                       President and Chief Executive Officer

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