`86






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

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

                                                         FORM 10-K/A
                                                            Amendment No. 1

                                      Annual Report Pursuant to Section 13 or 15(d) of
                                             The Securities Exchange Act of 1934

                                         For the fiscal year ended December 31, 2003

                                                   Commission File Number 333-53276

                                                         U.S. Can Corporation
                                        (Exact Name Of Registrant As Specified In Its Charter)


                         Delaware                                                                                    06-1094196
      (State or other jurisdiction of                                                 (I.R.S. Employer Identification No.)
      incorporation or organization)


700 East Butterfield Road, Suite 250, Lombard, Illinois                                               60148
(Address of principal executive offices)                                                           (Zip code)

                                   Registrant's telephone number, including area code (630) 678-8000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
                                                            Yes |_| No |X|

         Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405 of  Regulation S-K  is not contained  herein,
and will not be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or information  statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
                                                            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 March 15, 2004, 53,333.333 shares of Common Stock were outstanding.

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







                                                           TABLE OF CONTENTS

                                                                                                                    Page
                                                                                                                    ----

                                                                PART I

Item 1.          Business....................................................................................           2
Item 2.          Properties..................................................................................         11
Item 3.          Legal Proceedings...........................................................................         12
Item 4.          Submission of Matters to a Vote of Security Holder..........................................         12

                                                                PART II

Item 5.          Market for Common Equity and Related Stockholder Matters....................................         13
Item 6.          Selected Financial Data.....................................................................         14
Item 7.          Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.......................................................         15
Item 7A.         Quantitative and Qualitative Disclosures About Market Risk..................................         26
Item 8.          Restated Financial Statements and Supplementary Data........................................         27
Item 9.          Changes in and Disagreements With Accountants on Accounting
                   and Financial Disclosure..................................................................         71
Item 9A.         Controls and Procedures.....................................................................         71

                                                               PART III

Item 10.         Directors and Executive Officers of the Registrant..........................................         72
Item 11.         Executive Compensation......................................................................         75
Item 12.         Security Ownership of Certain Beneficial Owners and Management..............................         79
Item 13.         Certain Relationships and Related Transactions..............................................         81
Item 14.         Principal Accountant Fees and Services......................................................         83

                                                                PART IV

Item 15.         Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................         84



                                               INCLUSION OF FORWARD-LOOKING INFORMATION

         Certain statements in this report constitute  "forward-looking  statements" within the meaning of the federal securities laws.
Such  statements  involve known and unknown  risks and  uncertainties  which may cause the Company's  actual  results,  performance  or
achievements to be materially  different than any future results,  performance or achievements  expressed or implied in this report. By
way of example and not limitation and in no particular  order,  known risks and  uncertainties  include  general  economic and business
conditions;  the  Company's  substantial  debt and  ability  to  generate  sufficient  cash flows to service  its debt;  the  Company's
compliance with the financial covenants  contained in its various debt agreements;  changes in market conditions or product demand; the
level of cost  reduction  achieved  through  restructuring  and  capital  expenditure  programs;  changes  in raw  material  costs  and
availability;  downward selling price movements;  currency and interest rate  fluctuations;  increases in the Company's  leverage;  the
Company's ability to effectively  integrate  acquisitions;  changes in the Company's business strategy or development plans; the timing
and cost of plant  closures;  the  success of new  technology;  and  increases  in the cost of  compliance  with laws and  regulations,
including environmental laws and regulations.  In light of these and other risks and uncertainties,  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.






                                                                PART I

ITEM 1.  BUSINESS

General

         U.S. Can Corporation,  incorporated in Delaware in 1983, through its wholly owned subsidiary,  United States Can Company, is a
leading manufacturer by volume of steel containers for personal care, household,  automotive,  paint, industrial and specialty products
in the United States and Europe,  as well as plastic  containers in the United  States and food cans in Europe.  We have  long-standing
relationships  with many  well-known  consumer  products and paint  manufacturers  in the United States and Europe,  including  Reckitt
Benckiser,  Sherwin  Williams,  S.C.  Johnson  and CCL  Custom  Manufacturing.  We also  produce  seasonal  holiday  tins  sold by mass
merchandisers.  References  in this  report  include  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").  References
in this report to "the Company", "we", "us", or "our" refer to U.S. Can Corporation and all of its subsidiaries as a combined entity.

         Based on sales volume of steel aerosol  cans,  we hold the number one market  position in the United States and the number two
market  position in Europe.  In addition,  we hold the number two market  position in paint cans in the United States,  by unit volume.
We attribute our market  leadership to our ability to consistently  provide  high-quality  products and service at competitive  prices,
while continually  improving our  product-related  technologies.  The references in this report to market positions or market share are
based on  information  derived from annual  reports,  trade  publications  and  management  estimates  that the Company  believes to be
reliable.  For financial  information about business segments and geographic  areas,  refer to Note (16) to the Consolidated  Financial
Statements.

Restatement

         This Form 10-K/A amends and restates the following  sections of the original  Form 10-K,  which was filed with the  Securities
and Exchange Commission on March 18, 2004 (the "Original 10-K"):

Item 1.  Business
Item 6.  Selected Financial Data
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 8.  Financial Statements and Supplementary Data
Item 9A.  Controls and Procedures
Item 10.  Directors and Executive Officers of the Registrant.

         The Company has restated its financial  statements  as of and for the years (and each of the interim peroids) ended  December 31, 2003 and 2002 included in this
filing (the  "Restatement") to reflect  adjustments to its previously  reported  financial  information for such periods.  In addition,
the Company has restated its  financial  statements  for the first quarter of 2004.  The  foregoing  items have been amended to reflect
the effects of the Restatement as discussed in Note (3) to the Consolidated  Financial  Statements and have not been updated to reflect
other events  occurring  after the filing of the Original  Form 10-K, or to modify or update those  disclosures  affected by subsequent
events,  except for those  disclosures  provided  in Note (3) to  consolidated  financial  statements  included  in Item 8 of this Form
10-K/A.  As a result,  you should read this Form 10-K/A in  conjunction  with the Company's  Form 10-Q/A for the quarter ended April 4,
2004 (the "April 2004 10-Q") and the Company's  periodic  reports filed under the  Securities  and Exchange Act of 1934 (the  "Exchange
Act")  following  the filing of the April 2004 10-Q.  This Form  10-K/A  reflects  balances  and amounts on a restated  basis.  For the
convenience  of the reader,  this Form 10-K/A amends in its entirety the Original  10-K,  but does not restate or update the disclosure
contained herein to reflect any events that occurred at a later date other than that set forth above.

         For a  discussion  of the  individual  adjustments  contained  in the  Restatement,  see  "Item 8.  Financial  Statements  and
Supplementary Data--Note (3).  Restatements."

         In August 2004,  and  subsequent to the issuance of its  consolidated  financial  statements  for the year ended  December 31,
2003, the Company became aware of certain issues relating to its Laon,  France  manufacturing  facility  following the departure of the
facility's financial  controller.  Following this discovery,  management  immediately informed the Company's Board of Directors and its
Audit  Committee,  which  conducted a review of these issues  assisted by outside legal advisors and accounting  consultants,  and also
promptly  informed  the  Company's  independent  auditors,  Deloitte & Touche  LLP.  That  review  and work  performed  by the  Company
identified  certain  accounting  and  financial  reporting  improprieties  and  related  material  errors  in the  Company's  financial
statements,  all  related to the Laon,  France  facility.  On  September  30,  2004,  the Company  disclosed  its intent to restate its
financial  statements  for the years ended December 31, 2002 and 2003 and for the quarterly  period ended April 4, 2004.  Those changes
are reflected in this Restatement.

         The principal effects of the Restatement are:

o    Increases in the reported amounts of cost of goods sold, causing corresponding increases in net loss of $5.9 million, $7.8 million and $2.5 million for December 31, 2002, December 31, 2003 and
     the quarter ended April 4, 2004 respectively;
o    Decreased working capital, principally as a result of decreased accounts receivable and increased accounts payable and accrued expenses; and
o    Increased short-term borrowings by $3.9 million in the aggregate, as of December 31, 2003 and $5.1 million in the aggregate as of April 4, 2004.

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

Business Segments

         We have four business  segments:  Aerosol Products;  International  Operations;  Paint,  Plastic & General Line Products;  and
Custom & Specialty Products.

   Aerosol Products

         As the largest  producer of steel aerosol cans in the United States by sales volume,  we have a leading position in all of the
major aerosol consumer product lines,  including  personal care,  household,  automotive and spray paint cans. We offer a wide range of
steel aerosol containers that enhance our customers'  product  offerings,  including stylized necked-in cans and barrier-pack cans used
for  products  that  cannot be mixed with a  propellant,  such as  shaving  gel.  Most of the  aerosol  cans that we  produce  employ a
lithography process that consists of printing our customers' designs and logos on the cans.

         Steel aerosol cans  manufactured in the U.S.  represent our largest  business  segment,  accounting for  approximately  43.7%,
45.7% and 43.3% of our total net sales in 2003, 2002 and 2001,  respectively.  In 2003, we manufactured  approximately 53% of the steel
aerosol containers produced in the United States.

   International Operations

         Our  international  operations  primarily produce steel aerosol cans for the European market.  Based on management  estimates,
we  manufactured  approximately  30% of the steel  aerosol  cans  produced in Europe in 2003.  We also  supply  steel  aerosol  cans to
customers in Latin America  through  Formametal  S.A., our  Argentinean  joint venture.  In addition,  we participate in the metal food
packaging market through our wholly-owned  subsidiary,  May Verpackungen  GmbH & Co., KG ("May"),  a leading European food can producer
with more than 30% of the German food can market,  by sales volume (based on  management  estimates).  May has long-term  relationships
with several leading consumer products companies in Europe, including Mars and Nestle.

         International  Operations represents our second largest business segment,  accounting for approximately 34.9%, 30.3% and 29.7%
of our total net sales in 2003, 2002 and 2001, respectively.

   Paint, Plastic & General Line Products

         Our primary Paint,  Plastic & General Line products include steel paint and coating containers,  oblong cans for products such
as turpentine and charcoal  lighter fluid,  plastic pails and drums for industrial  products,  such as spackle and dry wall  compounds,
and consumer  products,  such as swimming pool  chemicals and paint.  Management  estimates  that U.S. Can is second in market share in
the United States, on a unit volume basis, in steel round and general line containers.

         Our Paint,  Plastic & General Line  products  accounted  for  approximately  14.5%,  15.1% and 16.9% of our total net sales in
2003, 2002 and 2001, respectively.  We hold the number two market position in the United States in the steel paint can market.

   Custom & Specialty Products

         We also have a  significant  presence in the Custom & Specialty  market,  offering a wide range of  decorative,  hermetic  and
specialty steel products.  Our primary  products  include  functional and decorative  containers,  tins and collectible  items that are
typically  produced in smaller  quantities than our other products.  Examples of products packaged with our containers  include holiday
tins sold by mass merchandisers, infant formula packaging and tins for compact discs.

         Custom & Specialty  products  accounted for approximately  7.0%, 8.9% and 10.0% of our total net sales in 2003, 2002 and 2001,
respectively.

Customers and Sales Force

         As of December 31, 2003, we had  approximately  5,200 customers,  with our largest  customer  accounting for 6.7% of our total
net sales in 2003. To the extent possible,  we enter into one-year or multi-year  supply  agreements with our major customers.  Some of
these  agreements  specify the number of containers a customer will purchase (or the mechanism for determining  such number),  pricing,
volume  discounts  (if any) and, in the case of many of our domestic and some of our  international  multi-year  supply  agreements,  a
provision permitting us to pass through price increases in specified raw material and other costs.

         We market  our  products  primarily  through a sales  force  comprised  of inside and  outside  sales  representatives.  As of
December  31,  2003,  we had 64 sales  representatives  in the  United  States  and 13 sales  representatives  in  Europe.  Each  sales
representative  is responsible  for growing sales in a specific  geographic  region and is compensated by a salary and a bonus based on
sales volume targets.

Raw Materials

         Our  principal  raw  materials  are  tin-plated  steel,  referred to as  tin-plate,  and  coatings  and inks used to print our
customers'  designs and logos onto  tin-plate.  Tin-plate  represents our largest raw material cost. Our domestic  operations  purchase
tin-plate  principally  from domestic  steel  manufacturers,  with a smaller  portion  purchased from foreign  suppliers.  Our European
operations  purchase  tin-plate  principally  from European  suppliers.  Our largest  domestic steel suppliers are United States Steel,
Weirton Steel and Wheeling-Pitt, while Corus, Arcelor and Rasselstein supply the largest volume in Europe.

         Our domestic and European operations  purchase  approximately  400,000 tons of tin-plate  annually.  The Company believes that
adequate  quantities of tin-plate will continue to be available from steel  manufacturers,  however,  potential  seasonal shortages may
occur from domestic  suppliers as foreign  sourcing is currently not available due to an increase in steel  requirements in other areas
of the world.

         Tin-plate  prices have  increased  slightly over the last five years.  While there is some  long-term  variability,  tin-plate
prices have generally been stable and price  increases have  historically  been announced  several months before  implementation.  This
stability has enhanced our ability to  communicate  and negotiate  required  selling price  increases  with our customers and minimizes
fluctuations of our gross profits.  Many of our domestic and some of our international  multi-year supply agreements with our customers
permit us to pass through  tin-plate  price  increases and, in some cases,  other raw material  costs.  We did experience  increases in
steel  costs in 2003 that we  believe to be a result of the  tariffs  imposed  in 2002 in the U.S.,  which  have  since  been  removed.
Additionally,  starting in the fourth  quarter of 2003,  many domestic and foreign steel  suppliers  began  experiencing  a shortage of
coke,  an important  component of the  steel-making  process.  The shortage is due to many factors,  which include the growing  Chinese
steel  market and a fire at a coal mine in the U.S.  that  produces  coke.  The  shortage  is expected to continue in at least the near
future.  While we cannot  predict the long-term  effects the shortage will have on our  tin-plate  costs,  the shortage has caused some
steel  manufacturers to consider a surcharge on steel,  which could  potentially  increase our tinplate prices. We have not always been
able to immediately offset increases in tin-plate prices with price increases on our products.

         Coatings and inks,  which are used to coat  tin-plate and print designs and logos,  represent our second  largest raw material
expense. We purchase coatings and inks from regional suppliers in the United States and Europe.  These products  historically have been
readily available, and we expect to be able to meet our needs for coatings and inks in the foreseeable future.

         Our  plastic  products  are  produced  from two main types of resins,  which are  petroleum  or  natural  gas-based  products.
High-density  polyethylene resin is used to make pails, drums and agricultural  products. We use 100% post-industrial and post-consumer
use, recycled  polypropylene resin in the production of the Plastite(R)line of paint cans. The price of resin fluctuates  significantly,
and we believe that it is standard industry practice,  as well as a provision of many of our customer  contracts,  to pass on increases
and decreases in resin prices to our customers.

Seasonality

         The Company's  business as a whole has minor seasonal  variations.  Quarterly sales and earnings tend to be slightly  stronger
starting in early spring (second  quarter)  through late summer (third  quarter).  Aerosol sales have minor increases in the spring and
summer  related to increased  sales of containers  for  household  products and insect  repellents.  Paint  container  sales tend to be
stronger in spring and early summer due to the favorable weather  conditions.  Portions of the Custom & Specialty products line tend to
vary seasonally, because of holiday sales late in the year.  May's food can sales generally peak in the third and fourth quarters.

Labor

         As of December 31, 2003, we employed  approximately  2,300 salaried and hourly  employees in the United  States.  Of our total
U.S.  workforce,  approximately  1,500 employees,  or 65%, were members of various labor unions,  including the United  Steelworkers of
America,  the International  Association of Machinists and the Graphic  Communications  International  Union. Labor agreements covering
approximately  450  employees  were  successfully  negotiated  in 2003.  As of December 31, 2003,  our European  subsidiaries  employed
approximately 1,250 people.  In line with common European practices, all plants are unionized.

         On June 4, 2003, the National Labor Relations Board,  Region Six issued a Notice of Representation  Hearing,  Case 6-BC-12232,
indicating  that the Graphic  Communications  International  Union,  Local 24, or the GCIU, was seeking to organize 31 full and regular
part-time production and maintenance  employees at our New Castle,  Pennsylvania  facility.  On August 7, 2003, these employees elected
the GCIU as their exclusive  bargaining  representative.  The GCIU has been certified and collective  bargaining  negotiations began in
November 2003.

         We have followed a labor strategy  designed to enhance our flexibility and productivity  through  constructive  relations with
our employees and collective  bargaining  units.  Our practice is to deal directly with labor unions on employment  contract issues and
other  employee  concerns.  We believe that our  employees and us have  benefited  from this  approach,  and we intend to continue this
practice in the future.  This practice also has the effect of staggering renewal negotiations with the various bargaining units.

         Our  restructuring  programs  initiated  in 2001 have  resulted  in a reduction  of the  salaried  and hourly work force.  The
Company has worked closely with the various labor unions and their collective  bargaining  units to ensure  provisions for termination,
severance  and  pension  eligibility  were  in  accordance  with  the  respective  collective  bargaining  agreements.   The  Company's
relationship  with represented  employees is generally good and there have been no labor strikes,  slow-downs,  work stoppages or other
material labor disputes threatened or pending against the Company for at least the past ten years.






Competition

         Quality,  service and price are the principal  methods of competition in the rigid metal and plastic  container  industry.  To
compete  effectively,  we must  strategically  locate supply  facilities  to reduce the added cost of shipping cans long  distances and
accordingly,  we maintain East Coast, Midwest,  Southern and West Coast manufacturing facilities. In addition, price competition in our
industry may limit our ability to raise prices for many of our top products.

         In the U.S.  steel  aerosol  can market,  we compete  primarily  with Crown  Cork & Seal and BWAY  Corporation.  Our  European
subsidiaries  compete with Crown Cork & Seal,  Impress  Metal  Packaging and other smaller  regional  producers.  Crown Cork & Seal and
Impress are larger and may have greater  financial  resources than we do. Because steel aerosol cans are  pressurized  and are used for
personal care, household and other packaged products,  they are more sensitive to quality,  can decoration and other  consumer-oriented
features than some of our other products.

         In  metal  paint  and  general  line  products,  we  compete  primarily  with  BWAY  Corporation  and  one  smaller,  regional
manufacturer.  Our plastic products line competes with many regional companies.

         Our Custom & Specialty  products  compete  with a large number of container  manufacturers,  but we do not compete  across the
entire  product  spectrum  with any single  company.  Competition  in this segment is based  principally  on quality,  service,  price,
geographical  proximity to customers and production  capability,  with varying degrees of intensity  according to the specific  product
category.

         We also face competition from substitute products, such as aluminum, glass and plastic containers.

Strategic Transactions

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

Risk Factors

We have  substantial  debt that could negatively  impact our business by, among other things,  increasing our  vulnerability to general
adverse economic and industrial conditions and preventing us from fulfilling our obligations under our borrowing agreements.

         As of December 31, 2003, total  consolidated  debt outstanding was $559.2 million.  We had $50.7 million of unused  commitment
under our revolving credit facility and cash of $23.0 million.

         Our high level of debt could:

o     make it  difficult  for us to  satisfy  our  obligations;  including making  interest  payments under our Senior Secured Credit  Agreement and our 10 7/8% Senior Secured Notes and 12 3/8%
      Senior Subordinated Notes agreements;
o     limit our  ability to obtain  additional  financing  to operate  our business;
o     limit our  financial  flexibility  in planning  for and  reacting to industry changes;
o     place  us  at  a  competitive   disadvantage  as  compared  to  less leveraged companies;
o     increase  our   vulnerability   to  general  adverse   economic  and industry conditions, including changes in interest rates; and
o     require  us to  dedicate a  substantial  portion of our cash flow to payments on our debt, reducing the availability of our cash flow for other purposes.

         We may borrow  additional  funds to fund our capital  expenditures  and working  capital needs.  We also may incur  additional
debt to finance future  acquisitions.  The incurrence of additional  debt could make it more likely that we will experience some or all
of the risks described above.

If we do not generate sufficient positive cash flows, we may be unable to service our debt.

         Our ability to pay principal and interest on our indebtedness  depends on our future operating  performance.  Future operating
performance is subject to market  conditions  and business  factors that often are beyond our control.  Consequently,  we cannot assure
you that we will have sufficient cash flows to service our debt.

         If our cash flows and capital  resources are  insufficient to allow us to make scheduled  payments on our debt, we may have to
reduce or delay capital  expenditures,  sell assets,  seek  additional  capital or  restructure or refinance our debt. We cannot assure
you that the terms of our debt will allow these  alternative  measures or that such  measures  would enable us to satisfy our scheduled
debt service obligations.

         If we cannot make scheduled payments on our debt, we will be in default and, as a result:

o        our  debt  holders  could  declare  all  outstanding  principal  and interest to be due and payable;

o        our senior  debt  lenders  could  terminate  their  commitments  and commence foreclosure proceedings against our assets; and

o        we could be forced into bankruptcy or liquidation.

The terms of our debt may severely limit our ability to plan for or respond to changes in our business.

         Our Senior Secured Credit Facility, our 10 7/8% Senior Secured Notes and our 12 3/8% Senior Subordinated Notes, restrict,
among other things, our ability to take specific actions, even if these actions may be in our best interest. These restrictions limit
our ability to:

o        incur liens or make negative pledges on our assets;
o        merge, consolidate or sell our assets;
o        issue additional debt;
o        pay dividends or redeem capital stock and prepay other debt;
o        enter into sale and leaseback transactions;
o        make investments and acquisitions;
o        enter into transactions with affiliates;
o        make capital expenditures;
o        materially change our business;
o        amend our debt and other material agreements;
o        issue and sell capital stock;
o        allow our subsidiaries to enter into agreements that restrict distributions to us; or
o        prepay specified indebtedness.

         Our debt requires us to maintain specified financial ratios and meet specific financial tests. Our failure to comply with
these covenants could result in an event of default that, if not cured or waived, could result in us being required to repay these
borrowings before their due date. If we were unable to make this repayment or otherwise refinance these borrowings, our lenders could
foreclose on our assets. If we were unable to refinance these borrowings on favorable terms, our business could be adversely impacted.

Our Senior  Secured  Credit  Facility  bears interest at a floating rate, and if interest rates rise, our payments will increase and we
may incur losses.

         Outstanding  amounts under our Senior Secured Credit  Facility bear interest at a floating  rate.  Current  interest rates are
low and our  financial  results have  benefited  from these low rates.  If interest  rates rise,  our  interest  payments on our Senior
Secured Credit  Facility also will  increase,  which could make it more  difficult for us to satisfy our debt  obligations  and further
reduce  availability  of our cash flow for  operations  and other  purposes.  For  example,  based on the amount of floating  rate debt
outstanding  during the year ended  December 31, 2003, we expect that a 1% increase in interest rates would have increased our interest
expense for 2003 by $2.9  million to $57.3  million.  We also were party to  interest  rate  protection  agreements,  which  expired on
October 10, 2003.  These  agreements  increased our interest  expense by $5.1 million in 2003. The  expiration of these  agreements did
not have an impact on our reported debt  balances.  We do not currently  intend to enter into new interest rate  protection  agreements
with respect to our borrowings under our Senior Secured Credit Facility.

Berkshire Partners owns a controlling interest in our voting securities.

         Berkshire Partners and its affiliates own approximately  77.3% of the total common equity of U.S. Can Corporation.  Subject to
specified  limitations contained in our stockholders  agreement,  Berkshire Partners controls the Company.  Accordingly,  Berkshire and
its affiliates will control the power to elect directors and to approve many actions requiring the approval of our  stockholders,  such
as adopting most  amendments to our  certificate of  incorporation  and approving  mergers,  sales of all or  substantially  all of our
assets and other corporate transactions that could result in a change of control of our company.

We face  competitive  risks from many sources that may reduce  demand for our  products and  adversely  affect our sales and results of
operations.

         The can and container industry is highly  competitive with some of our competitors having greater financial  resources than we
do.  Quality,  service and price are the principal  methods of competition  in our industry.  Because our customers have the ability to
buy similar products from our competitors,  we are limited in our ability to increase prices.  We believe our capital  investments have
improved our  operating  efficiencies,  and  consequently,  improved  profitability,  but we cannot assure you that we will continue to
improve profit margins in this manner. In addition,  our profit margins could decrease if we are unable to meet our customers'  quality
and service demands.

         We also face  competitive  risks from substitute  products,  such as aluminum,  glass and plastic  containers.  The market for
such substitute  products has grown  substantially  over the past several years and from time to time our customers,  including some of
our largest customers,  have switched from steel containers to these substitute  products to package their products.  Our business also
is affected by changes in consumer demand for our customers'  products.  A decrease in the costs of substitute  products,  a widespread
introduction  of substitute  products by our  customers as a substitute  for steel  containers or a decline in consumer  demand for our
customers' products could reduce our customers' orders and adversely affect our sales and results of operations.

Increases  in  tin-plated  steel  prices  could cause our  production  costs to  increase,  which  could  reduce our ability to compete
effectively.

         Tin-plated steel is the most significant raw material used to make our products.  Negotiations  with our domestic and European
tin-plated steel suppliers  generally occur once per year. Failure to negotiate  favorable  tin-plated steel prices in the future could
result in an increase in production costs and a negative impact on our results of operations.

         Starting in the fourth quarter of 2003, many domestic and foreign steel  suppliers  began  experiencing a shortage of coke, an
important component of the steel-making  process.  The shortage is due to many factors,  which include the growing Chinese steel market
and a fire at a coal mine in the U.S.,  which produces  coke.  The shortage is expected to continue in at least the near future.  While
we cannot  predict  the  long-term  effects  the  shortage  will have on our  tin-plate  costs,  the  shortage  has  caused  some steel
manufacturers to consider a surcharge on steel, which could potentially increase our tinplate prices.

         Some customer contracts allow us to pass tin-plated steel price increases through to our customers.  However,  these contracts
generally  limit  pass-throughs  and also may  require  us to match  other  competitive  bids.  If we cannot  pass  through  all future
tin-plated  steel price increases to our customers or match other packaging  suppliers'  bids, our ability to compete  effectively will
be reduced and our financial condition may be adversely affected.  See "Business - Raw Materials."







Our principal markets are subject to overcapacity, which could cause us to lose business and result in decreased profitability.

         The worldwide  steel  container  markets have  experienced  limited  growth in demand in recent years.  Steel  containers  are
standardized  products,  allowing  for  relatively  little  differentiation  among  competitors.  This led to  overcapacity  and  price
competition  among steel  container  producers,  as capacity  growth  outplaced  the growth in demand for steel  containers.  The North
American  steel  container  market,  in  particular,  is  considered  to be a mature  market,  characterized  by  stable  growth  and a
sophisticated  distribution system.  Price-driven  competition has increased as producers seek to capture more sales volume in order to
keep their plants operating at optimal levels and reduce unit costs.

         Competitive  pricing pressures,  overcapacity or any failure to develop new product designs and technologies could cause us to
lose existing business or opportunities to generate new business and could result in decreased profitability.

We have significant  underfunded pension plan obligations and significant  unfunded  post-retirement  obligations,  which could lead to
increases in our pension expenses and postretirement benefit expenses.

         We sponsor  noncontributory  defined benefit pension plans covering most domestic hourly  employees and certain  international
employees.  Also, we provide  post-retirement  medical and life insurance benefits for certain domestic retired employees in connection
with collective  bargaining  agreements that are operated on a pay-as-you-go  basis. The U.S.  defined benefit plans require  quarterly
cash  contributions to fund the payment of benefits.  The international  defined benefit plans may also require periodic  contributions
or benefit payments.

         We rely upon actuarial models to calculate our pension benefit  obligations and the related effects on operations,  as well as
our  projected  liability  for  post-retirement  medical  benefits.  Accounting  for pension  plans  requires the use of estimates  and
assumptions  regarding  numerous  factors,  including the discount rate, the long-term rate of return on plan assets,  retirement ages,
mortality and employee  turnover.  On an annual basis, we evaluate these critical  assumptions and make changes to them as necessary to
reflect our  experience.  Two of the  critical  assumptions  in  determining  our reported  expense or  liability  for pensions are the
discount rate and the long-term  expected rate of return on plan assets.  The use of a lower discount rate and lower  long-term rate of
return on plan assets  would  increase  the present  value of benefit  obligations  and increase  pension  expenses  and required  cash
contributions.

         Likewise,  a deterioration in a pension plan's  investment  portfolio  performance will cause increases to our pension expense
and required cash  contributions.  Our pension liability also would be increased if a pension plan were terminated  immediately because
the interest rate assumption  used to value the benefits and the assets on a termination  basis would most likely be lower than current
funding  assumptions.  We may not have funds  available in such  circumstances  and we would have to borrow amounts in order to satisfy
any such liabilities.  The terms of our indebtedness, however, may restrict or prohibit our ability to borrow such amounts.

         With respect to our U.S.  domestic  pension plan, the failure to satisfy  liabilities  upon the  termination of the plan would
result in the Pension Benefit Guaranty  Corporation,  or PBGC,  terminating the plan on a "distress  termination basis". In that event,
the Employee  Retirement  Income  Security Act of 1974 would  provide  that the PBGC  guarantee  the payment of all or a portion of the
promised  benefits up to an amount  determined by statute.  We and members of our  "controlled  group",  which  includes any subsidiary
that is owned by 80% or more by a common parent (even if it did not  participate  in the plan),  would be jointly and severally  liable
for the PBGC  liability.  In  addition,  the PBGC would have lien on the assets of the  solvent  members of the  controlled  group upon
termination  to the  extent  of the  guaranty  in an amount  equal to 30% of the value of the  assets  of the  solvent  members  of the
controlled group.

We have recently experienced losses and our future profitability is uncertain.

         We have experienced  operating  losses since the fiscal year ended December 31, 2000 and we may continue to incur losses.  For
the years ended  December 31, 2003,  2002 and 2001, we had net losses  attributable  to common  stockholders  of $35.2  million,  $90.2
million and $51.8 million,  respectively.  As of December 31, 2003, we had an accumulated  deficit of $387.1 million.  We cannot assure
you that we will  become  profitable  in the  future  and if we do achieve  profitability,  we may not be able to  sustain or  increase
profitability  on a quarterly or annual  basis.  Our failure to become and remain  profitable  could impair our ability to continue our
operations.

We face risks associated with our international operations.

         We operate  facilities  and sell  products  in several  countries  outside  the United  States.  We have  significant  foreign
operations,  including plants and sales offices in Denmark,  France, Germany, Italy, Spain and the United Kingdom. In addition, we have
a joint venture with an aerosol can manufacturer  located in Argentina.  Our  international  operations  subject us to risks associated
with selling and operating in foreign countries.  These risks include:

o        fluctuations in currency exchange rates;
o        restrictions  on  dividend   payments  and  other  payments  by  our foreign subsidiaries;
o        withholding   and  other  taxes  on  dividend   payments  and  other payments by our foreign subsidiaries; and
o        investment    regulation   and   other   restrictions   by   foreign governments.

         Our joint venture in Argentina is also subject to these additional risks:

o        limitations on conversion of foreign  currencies  into United States dollars;
o        hyperinflation; and
o        political instability.

Our business is subject to substantial  environmental regulation and remediation,  which could result in increased compliance costs and
adversely affect our results of operations and profitability.

         Our operations are subject to federal,  state,  local and foreign laws and regulations  relating to pollution,  the protection
of the environment,  the management and disposal of hazardous  substances and wastes and the cleanup of contaminated sites.  Changes in
applicable  environmental  regulations  could  increase the capital  expenditures  necessary  to bring  manufacturing  facilities  into
compliance with changing environmental laws.

          We also could incur  substantial  costs,  including  cleanup  costs,  fines and civil or criminal  sanctions,  as a result of
violations of, or liabilities  under,  environmental  laws or  non-compliance  with  environmental  permits required for our production
facilities.  Occasionally,  contaminants  from current or  historical  operations  have been detected at some of our present and former
sites.  The detection of  contaminants  or the imposition of cleanup  obligations at existing or unknown sites of  contamination  could
result in significant liability.

         We cannot predict the amount or timing of costs imposed under environmental laws.  Liability under certain  environmental laws
relating to  contaminated  sites can be imposed  retroactively  and on a joint and several basis (i.e.,  one liable party could be held
liable  for all costs at a site).  We have been  named as a  potentially  responsible  party  for costs  incurred  in the clean up of a
regional  groundwater plume partially extending underneath property located in San Leandro,  California,  formerly a site of one of our
can assembly  plants.  We have agreed to indemnify the owner of this  property  against this matter.  Any liability in connection  with
this or other  environmental  matters could result in increased  compliance  costs and adversely  affect our results of operations  and
profitability.

A significant portion of our workforce is unionized and labor disruptions could decrease our productivity.

         As of December 31, 2003,  we had  approximately  3,550  employees.  Approximately  1,500 of our United  States  employees  are
subject to collective bargaining  agreements.  In keeping with common practice,  virtually all manufacturing  employees at our European
plants are  unionized.  Although we consider our current  relations  with our  employees to be good,  if we do not maintain  these good
relations, or if major work disruptions were to occur, our production costs could increase.






ITEM 2.  PROPERTIES

         We have 13 operations located in the United States,  many of which are strategically  positioned near principal  customers and
suppliers.  Through our European subsidiaries,  we also have production locations in the largest regional markets in Europe,  including
Denmark,  France,  Germany, Italy, Spain and the United Kingdom. The following table sets forth certain information with respect to our
principal plants as of March 15, 2004.

Location                                     Size (in sq.          Status                          Segment
--------                                     -------------         ------                          -------
                                                      ft.)
                                                      ----

United States
Elgin, IL (1)............................          481,346          Owned                          Aerosol
Tallapoosa, GA (1).......................          249,480          Owned                          Aerosol
Baltimore, MD ...........................          232,172         Leased               Custom & Specialty
Commerce, CA.............................          215,860         Leased    Paint, Plastic & General Line
Newnan, GA...............................          185,122         Leased    Paint, Plastic & General Line
Hubbard, OH (1)..........................          174,970          Owned    Paint, Plastic & General Line
Elgin, IL................................          144,578         Leased               Custom & Specialty
Baltimore, MD (1)........................          137,000          Owned               Custom & Specialty
Horsham, PA (1)..........................          132,000          Owned                          Aerosol
Weirton, WV..............................          145,700         Leased                          Aerosol
Danville, IL (1).........................          100,000          Owned                          Aerosol
Alliance, OH.............................           52,000         Leased    Paint, Plastic & General Line
New Castle, PA (1).......................           22,750          Owned               Custom & Specialty
Europe
Erftstadt, Germany.......................          369,000         Leased                    International
Merthyr Tydfil, United Kingdom (2).......          320,000         Leased                    International
Laon, France.............................          220,000          Owned                    International
Reus, Spain..............................          182,250          Owned                    International
Itzehoe, Germany.........................           80,730          Owned                    International
Esbjerg, Denmark.........................           66,209          Owned                    International
Voghera, Italy...........................           45,200         Leased                    International
Schwedt, Germany.........................           35,500         Leased                    International

(1)       The plants that we own in the United States (a) are subject to a lien in favor of Bank of America,  N.A. as collateral  agent
          for the lenders  under the Senior  Secured  Credit  Facility and (b) are subject to a second  priority lien in favor of Wells
          Fargo Bank Minnesota, N.A. as collateral agent for the holders of the 10 7/8% Senior Secured Notes.

(2)                                                                The property at Merthyr  Tydfil is subject to a 999-year  lease with
          a pre-paid  option to buy that  becomes  exercisable  in  January 2007.  Up to that time,  the  landowner  may  require us to
          purchase  the property for a payment of one Pound  Sterling.  Currently,  the  leasehold  interest in, and personal  property
          located at,  Merthyr  Tydfil is subject to a pledge to secure  amounts  outstanding  under a credit  agreement  with  General
          Electric Capital Corporation.

         In connection  with our  restructuring  initiatives,  we have closed several  manufacturing  facilities,  some which have been
subleased.  The Company has reserved for  on-going  costs  associated  with these  closed  facilities  and they are not included in the
above listing.

         We believe our facilities are adequate for our present needs and that our  properties  are generally in good  condition,  well
maintained and suitable for their intended use. We  continuously  evaluate the composition of our various  manufacturing  facilities in
light of current and expected market conditions and demand, and may further consolidate our plant operations in the future.




ITEM 3.  LEGAL PROCEEDINGS

Environmental Matters

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

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

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

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

Litigation

         We are involved in litigation  from time to time in the ordinary  course of our business.  In our opinion,  the  litigation is
not material to our financial condition or results of operations.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.







                                                                PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         U.S. Can has  approximately  20 common  stockholders.  Its common stock has not been registered and there is no trading market
for its  common  stock.  It has not paid,  and has no  present  intention  to pay,  cash  dividends.  As U.S.  Can  Corporation  has no
operations,  its only source of cash for dividends or  distributions is United States Can Company.  There are stringent  limitations in
the Senior Secured Credit  Facility ("the  Facility") and the 10 7/8% Senior Secured Note ("Senior  Secured  Notes") and 12 3/8% Senior
Subordinated Notes ("the Subordinated Notes") on United States Can's ability to fund or pay cash dividends to U.S. Can Corporation.

         In 2000, U.S. Can Corporation  issued shares of preferred  stock having a face value of $106.7  million.  Dividends  accrue on
the preferred  stock at an annual rate of 10%, are  cumulative  from the date of issuance and are  compounded  quarterly,  on March 31,
June 30,  September 30 and December 31 of each year and are payable in cash when and as declared by our Board of Directors,  so long as
sufficient  cash is available to make the dividend  payment and such payment  would not violate the terms of the  Facility,  the Senior
Secured Notes and the  Subordinated  Notes. As of December 31, 2003,  dividends of  approximately  $40.3 million have been accrued.  As
United States Can is U.S. Can  Corporation's  only source of cash and payments by United States Can are  restricted by the terms of the
Facility,  the Senior Secured Notes and the Subordinated  Notes,  U.S. Can Corporation does not anticipate paying cash dividends on the
preferred  stock in the  foreseeable  future.  Holders of the preferred  stock have no voting rights,  except as otherwise  required by
law. The preferred stock has a liquidation  preference  equal to the purchase price per share (after giving effect to the reverse stock
split),  plus all accrued and unpaid  dividends.  The preferred stock ranks senior to all classes of U.S. Can Corporation  common stock
and is not convertible into common stock.









ITEM 6.   SELECTED FINANCIAL DATA

         The following  consolidated  financial  data as of and for each of the fiscal years in the five years ended  December 31, 2003
were  derived  from our audited  financial  statements.  You should read all of this  information  in  conjunction  with  "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  and our financial  statements for the year ended December
31, 2003 and accompanying notes beginning on page 27.

                                            U.S. CAN CORPORATION AND SUBSIDIARIES
                                                      (000's omitted)
                                                                         For the Year Ended December 31,
                                                                         -------------------------------
                                                           As Restated (See Note (3))
                                                        2003           2002          2001          2000          1999
                                                        ----           ----          ----          ----          ----
OPERATING DATA:
Net sales........................................    $   823,442   $   796,557    $  772,188    $  809,497    $  732,897
Special charges (a)..............................            382         8,921        36,239         3,413            --
Recapitalization charge (b)......................             --            --            --        18,886            --
Operating income (loss)..........................         41,247        32,140        (6,146)       48,153        66,975
Loss from early extinguishment of debt (c).......             --            --            --        24,167         2,152
Income (loss) from operations before
   cumulative effect of accounting change........        (21,331)      (59,339)      (40,416)      (11,522)       21,156
Cumulative effect of accounting change, net of
   income taxes (d)..............................             --       (18,302)           --            --            --
Net income (loss)................................        (21,331)      (77,641)      (40,416)      (11,522)       21,156
Preferred stock dividend requirement.............        (13,821)      (12,521)      (11,345)       (2,601)           --
Net income (loss) attributable to
   common stockholders...........................    $   (35,152)  $   (90,162)   $  (51,761)   $  (14,123)   $   21,156
BALANCE SHEET DATA:
Total assets.....................................    $   574,418   $   580,113    $  634,350    $  637,864    $  663,570
Total debt.......................................        559,224       551,979       536,776       495,045       359,317
Redeemable preferred stock.......................        146,954       133,133       120,613       109,268            --
Stockholders' equity (deficit)...................       (361,911)     (350,008)     (247,124)     (174,323)       68,556


(a) See Note  (4) of the  "Notes  to  Consolidated  Financial  Statements"  for a  description  of the  2003,  2002  and  2001  Special
         Charges.  In 2000, we announced a reduction in force program.

(b)      On October 4, 2000, the Company and Berkshire  Partners LLC completed a  recapitalization  of the Company through a merger. As
          a result of the  recapitalization,  all of U.S. Can's common stock,  other than certain shares held by designated  continuing
          shareholders,  was converted  into the right to receive  $20.00 in cash per share and options to purchase  approximately  1.6
          million shares of U.S. Can's common stock were retired in exchange for a cash payment of $20.00 per  underlying  share,  less
          the applicable option price.  The Company recorded the $18.9 million charge for expenses related to the recapitalization.

(c)      In April of 2002,  the FASB issued  Statement of Financial  Accounting  Standards  No. 145 (SFAS No. 145) related to gains and
         losses on  extinguishment  of debt.  The Company has adopted SFAS No. 145 and  determined  that the losses in 2000 and 1999 do
         not meet the criteria in Opinion 30 for  classification  as an extraordinary  item. As such, the Company has reported its 2000
         and 1999 losses from early  extinguishment  of debt as deductions  from income  before  income taxes.  See Note (2) (n) to the
         audited consolidated financial statements for further details on SFAS No. 145.

(d)      See Note (15) of the "Notes to Consolidated Financial Statements."








ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS                                      OF OPERATIONS

         The following  discussion  summarizes the  significant  factors  affecting the  consolidated  operating  results and financial
condition of the Company and  subsidiaries  for the three years ended December 31, 2003. This discussion  should be read in conjunction
with the consolidated financial statements and notes to the consolidated financial statements.

Restatement

         In August 2004,  and  subsequent to the issuance of its  consolidated  financial  statements  for the year ended  December 31,
2003, the Company became aware of certain issues relating to its Laon,  France  manufacturing  facility  following the departure of the
facility's financial  controller.  Following this discovery,  management  immediately informed the Company's Board of Directors and its
Audit  Committee,  which  conducted a review of these issues  assisted by outside legal advisors and accounting  consultants,  and also
promptly  informed  the  Company's  independent  auditors,  Deloitte & Touche  LLP.  That  review  and work  performed  by the  Company
identified  certain  accounting  and  financial  reporting  improprieties  and  related  material  errors  in the  Company's  financial
statements,  all related to the Laon,  France facility.  The Company is, by means of this Form 10-K/A filing,  restating its previously
issued  financial  statements  for the  years  ended  December  31,  2002 and  2003.  See Note (3) in Notes to  Consolidated  Financial
Statements  in Part II,  Item 8 of this Form  10-K/A  for  additional  information  related  to the  Restatement.  Unaudited  quarterly
information for the year ended December 31, 2003 as shown in Note (18) in Notes to  Consolidated  Financial  Statements,  is also being
restated by means of this Form 10-K/A.

         The effect of the  Restatement is to increase the Company's net loss  attributable to common  stockholders  from $27.3 million
to $35.2 million in 2003 and from $84.3  million to $90.2 million in 2002.  The increase in net loss  primarily  arises from  increases
in the  amounts  of  costs  of  sales  in each of these  periods.  Along  business  segment  lines,  these  changes  are  reflected  in
International,  the Company's  second  largest  segment.  The effect of the  Restatement on the Company's  Consolidated  Balance Sheets
resulted in decreased  working capital,  principally as a result of decreased  accounts  receivable and increased  accounts payable and
accrued expenses and increased  short-term  borrowings of $3.9 million in the aggregate as of December 31, 2003 and $5.1 million in the
aggregate as of April 4, 2004. The Company has initiated the  implementation  of various  measures to strengthen its internal  controls
and has added more structure to the financial  oversight of its European  operations,  including its facility in France, in response to
issues identified by the Company's independent accountants as material weaknesses and raised by the Restatement.

Critical Accounting Policies; Use of Estimates

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

         The  Company's  critical  accounting  policies are  described in Note (2) to the audited  Consolidated  Financial  Statements.
Significant  business or customer  conditions could cause material changes to the amounts  reflected in our financial  statements.  For
example,  the Company enters into  contractual  agreements  with certain of its customers for rebates,  generally based on annual sales
volumes.  Should the Company's  estimates of the  customers'  annual sales  volumes vary  materially  from the sales  volumes  actually
realized,  revenue may be materially  impacted,  however,  we have not historically  been required to make material  adjustments to our
rebate accruals.  Similarly,  a large portion of the Company's  inventory is manufactured to customer  specifications.  Other inventory
is generally less specific and saleable to multiple customers.  However,  losses may result should the Company  manufacture  customized
products which it is unable to sell. Since raw materials  inventory is generally not  customer-specific,  losses would generally relate
to work in progress and finished  goods  inventory.  An increase of 1% in the level of reserves for work in progress and finished goods
inventory would result in a pretax charge of less than $1 million.  The Company has not  historically  experienced  major deviations in
the level of reserve for unsaleable  inventory,  except in the case of  discontinued  product lines. In 2001, we wrote off $3.2 million
of inventory associated with the exit of certain product lines in our Custom & Specialty segment.

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

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

         As  more  fully  described  in  Note  (4) to the  Consolidated  Financial  Statements,  several  restructuring  programs  were
implemented in order to streamline  operations and reduce costs.  The Company has  established  reserves and recorded  charges  against
such reserves,  to cover the costs to implement the programs.  The estimated costs were determined  based on contractual  arrangements,
quotes from  contractors,  similar  historical  activities  and other  judgmental  determinations.  Actual  costs may differ from those
estimated.  During  2003,  the Company  recorded a net charge of $0.4 million  related to  restructuring.  The charge  consisted of new
restructuring  reserves of $2.2 million less reversals of $1.8 million due to the  reassessment of restructuring  reserves  established
in 2001.  At December 31, 2003,  $7.9  million of reserves for  restructuring  programs  were  included in the  Company's  consolidated
balance sheet.  $4.3 million of these reserves  related to employee  separation  costs for employees that have already been  separated.
As these  payments  will be made over time,  actual  payments  may not  reflect  the  amounts  accrued  but they are  unlikely  to vary
materially.  $3.6 million of the reserve  relates to future costs  related to facilities  that the Company has closed.  The Company has
made  assumptions  regarding  the period of time that it will require to dispose of these  facilities.  In most cases,  the Company has
included  costs through the life of the leases.  If the Company  disposes of or subleases the  facilities  earlier than  expected,  the
Company will reduce the level of the reserve.

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

         In 2002, due to a history of operating  losses in certain  foreign  countries  coupled with the deferred tax assets that arose
in connection with the restructuring  programs and goodwill impairment charges,  the Company determined that it could not conclude that
it was "more  likely  than not" that all of the  deferred  tax assets of certain of its  foreign  operations  would be  realized in the
foreseeable  future.  Accordingly,  during the fourth quarter of 2002, the Company  established a valuation  allowance of $44.7 million
to provide for the  estimated  unrealizable  amount of its net deferred tax assets as of December 31, 2002.  The Company will  continue
to assess the valuation  allowance and, to the extent it is determined  that such allowance is no longer  required,  these deferred tax
assets will be  recognized  in the future.  In 2003,  the Company did not record an income tax benefit  related to 2003 losses of those
operations.  Additionally,  after evaluation of the restated results of operations  related to its Laon,  France facility,  the Company
could not  conclude  that it would "more  likely than not"  realize the  resultant  deferred  tax asset and,  accordingly,  recorded an
additional valuation allowance as a restatement adjustment in 2003.

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

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

Year Ended December 31, 2003 Compared To Year Ended December 31, 2002

                                                                 As of December 31,
                                    -----------------------------------------------------------------------------
                                              Revenue                    Gross Profit           Percentage to
                                                                                                    Sales
                                    -----------------------------------------------------------------------------
                                         2003          2002           2003          2002        2003     2002
                                    -----------------------------------------------------------------------------

Aerosol...........................     $ 359,246     $ 364,133      $ 61,802      $ 59,545     17.2%     16.4%

International.....................       287,354        241,254         (577)        7,878     (0.2)%     3.3%
Paint, Plastic & General Line.....   118,909        119,952         13,070      11,378     11.0%      9.5%

Custom & Specialty................    57,933         71,218          3,320         734      5.7%      1.0%
                                    ----------------------------------------------------------
      Total.......................     $ 823,442     $  796,557      $  77,615    $ 79,535      9.4%     10.0%
                                    ==========================================================

    Net Sales

         Consolidated  net sales for the year ended  December 31, 2003 were $823.4  million as compared to $796.6  million in 2002,  an
increase of 3.4%.  Along business  segment lines,  Aerosol net sales in 2003 decreased to $359.2 million from $364.1 million in 2002, a
decrease of 1.3%,  due  principally to decreased  unit volume ($7.9  million)  partially  offset by changes in customer and product mix
($3.0  million).  International  net sales  increased  to $287.4  million in 2003 from  $241.1  million in 2002,  an  increase of $46.2
million or 19.2%  primarily due to the positive  impact of the  translation  of sales made in foreign  currencies  based upon using the
same average U.S.  dollar exchange rates in effect during the year ended December 31, 2002.  Paint,  Plastic & General Line segment net
sales  decreased $1.0 million to $119.0  million for the year ended December 31, 2003.  This decrease was due primarily to the negative
impact of a decrease in paint volume ($6.5 million)  partially  offset by an increase in plastics  volume ($2.3 million) and increasing
resin prices in our plastics  business ($3.2  million),  which are  contractually  passed on to customers.  Custom & Specialty sales of
$57.9 decreased from the $71.2 million for the year ended December 31, 2002, driven primarily by a decline in volume.

    Gross Profit

         Consolidated  gross  profit for the year ended  December  31, 2003 was $77.6  million as compared to $79.5  million in 2002, a
decrease of $1.9 million.  Along  business  segment  lines,  Aerosol gross profit  dollars  increased $2.3 million versus 2002, and the
percentage  to sales  increased  from 16.4% to 17.2%.  The increase in gross profit  dollars and  percentage to sales was driven by the
positive  impact of  restructuring  programs  ($6.0  million)  partially  offset by the margin and overhead  absorption  impacts  ($3.7
million) of the decreased  volume.  International  gross profit  decreased by $8.5 million,  and the percentage to net sales  decreased
from 3.3% to (0.2)%.  The decline in  International  gross  profit  dollars and  percentage  to net sales was  primarily  due to a $2.6
million  charge to  operations by May  Verpackungen  to writedown  its  inventory to net  realizable  market value as well as increased
material and production  costs at May  Verpackungen  which cannot be passed through to customers ($0.5 million).  The positive  benefit
of the  Southall  plant  closure in the third  quarter of 2002 ($3.0  million),  was offset by the  negative  impact of volume  related
inefficiencies in the UK and France ($5.9 million) and a non-recurring  pension benefit in 2002 of $2.5 million.  The Paint,  Plastic &
General Line segment gross profit  increased $1.7 million versus 2002 and the percentage to net sales  increased 1.5 percentage  points
to 11.0% in 2003. The  improvement  was driven by  restructuring  program  benefits  ($0.7 million) and other plastics cost  reductions
($1.4  million),  offset by the impact of decreased  paint volume of ($0.4 million).  In the Custom & Specialty  segment,  gross profit
dollars  increased to $3.3 million in 2003 versus $0.7 million in 2002. The improvement  was driven by a restructuring  benefit of $0.6
million, and other cost reduction programs and operational efficiencies of $2.0 million.

    Selling, General and Administrative Costs

         Selling,  general and  administrative  costs  decreased  from $38.5  million in 2002 to $36.0  million in 2003 due to positive
results from Company-wide cost savings programs.

    Interest Expense and Bank Financing Fees; Preferred Stock Dividend Requirements

         Interest  expense in 2003 increased 6.1%, or $3.1 million,  versus 2002 due to higher interest rates ($1.0 million) and higher
average  borrowings  ($2.8  million).  The increase in interest  expense was  partially  offset by a $0.7 million  decrease in interest
expense versus prior year related to the October 10, 2003  expiration of the Company's  interest rate protection  agreements.  See Note
(6) to the Consolidated Financial Statements for a further discussion of the Company's debt position.

         Bank  financing  fees for 2003 were $6.1 million  compared to $4.1 million for 2002.  The 2003  increase was  primarily due to
$1.5 million of fees  incurred and  expensed by the Company to amend the Senior  Secured  Credit  Facility.  In addition,  during 2003,
amortization  of deferred  financing  costs  increased  $0.5 million over 2002 to $4.6 million due to $5.4 million of fees and expenses
related to the 10 7/8% Senior Secured Note offering and Senior Secured Credit  Facility  amendment,  which are being amortized over the
life of the  applicable  borrowings.  The  amortization  of these  fees and all  other  deferred  financing  fees is  included  in bank
financing fees.

         Payment in kind  dividends of $13.8  million and $12.5  million on the  redeemable  preferred  stock were recorded in 2003 and
2002, respectively.  See Note (12) to the Consolidated Financial Statements.







Year Ended December 31, 2002 Compared To Year Ended December 31, 2001

                                                                 As of December 31,
                                    -----------------------------------------------------------------------------
                                              Revenue                   Gross Profit            Percentage to
                                                                                                    Sales
                                    -----------------------------------------------------------------------------
                                        2002           2001          2002          2001         2002     2001
                                    -----------------------------------------------------------------------------

Aerosol...........................    $ 364,133      $ 334,716     $  59,545       $47,299     16.4%     14.1%
International.....................       241,254       229,466         7,878        17,829      3.3%      7.8%
Paint, Plastic & General Line.....   119,952       130,412        11,378        12,544      9.5%      9.6%
Custom & Specialty................    71,218        77,594           734          (998)     1.0%     (1.3)%
                                    ----------------------------------------------------------
      Total.......................    $  796,557     $ 772,188     $  79,535       $76,674     10.0%      9.9%
                                    ==========================================================

    Net Sales

         Consolidated  net sales for the year ended  December 31, 2002 were $796.6  million as compared to $772.2  million in 2001,  an
increase of 3.2%.  Along  business  segment  lines,  Aerosol net sales in 2002 increased to $364.1 million from $334.7 million in 2001,
an increase of 8.8%, due principally to increased unit volume ($37.4 million)  partially  offset by the pricing impacts  resulting from
a shift in customer  demand to smaller can sizes.  International  net sales  increased to $241.3 million in 2002 from $229.5 million in
2001,  an  increase  of $11.8  million  or 5.1%  primarily  due to the  positive  impact of the  translation  of sales  made in foreign
currencies  based upon using the same  average U.S.  dollar  exchange  rates in effect  during the year ended  December  31, 2001.  The
Paint,  Plastic & General Line segment net sales  decreased  8.0%, from $130.4 million in 2001 to $120.0 million in 2002. This decrease
was due to changes in product and customer mix along with falling resin prices in our plastics business that are  contractually  passed
on to customers  ($11.3 million) and decreased paint volume ($2.2 million)  offset by increased  volume in plastics ($3.1 million).  In
2002,  the Company  reduced  manufacturing  capacity in its paint  business as part of the  Company's  restructuring  programs.  In the
Custom & Specialty  segment,  sales decreased 8.2% from $77.6 million in 2001 to $71.2 million in 2002 driven  primarily by a change in
product mix ($7.6 million) partially offset by an increase in volume ($1.2 million).

    Gross Profit

         Consolidated  gross profit for the year ended  December 31, 2002 was $79.5  million as compared to $76.7  million in 2001,  an
increase of $2.8 million.  Along business  segment lines,  Aerosol gross profit  dollars  increased  $12.2 million versus 2001, and the
percentage  to sales  increased  from 14.1% to 16.4%.  The  increase in gross  profit  dollars  was driven by  increased  volume  ($5.3
million) and savings  realized from other cost  containment  programs ($2.4  million).  International  gross profit  decreased by $10.0
million,  and the  percentage to net sales  decreased  from 7.8% to 3.3%.  The  consolidation  of the production of the majority of our
U.K.  production volume into the Merthyr Tydfil plant increased our per unit production  costs, as the  inexperienced  work force could
not produce the same level of output as the prior two-plant  workforce,  spoilage costs increased and machine  breakdowns  increased in
frequency  and  duration.  These  inefficiencies  were  partially  offset by a $2.1  million  benefit  relating  to the  closure of our
Southall,  U.K.  facility in August 2002 and a non-recurring  pension benefit of $2.5 million.  In addition,  the  profitability of our
plant in France declined  significantly as the cost (including production  inefficiencies) to manufacture products transferred from the
U.K. and other  increased  costs  exceeded the revenue  realized from the  transferred  business.  In Germany,  our per unit costs also
increased as the shift of our sales mix to the third and fourth  quarters was not  adequately  planned nor  anticipated,  causing us to
incur higher  overtime,  although  fewer units were  produced.  The Paint,  Plastic & General Line segment gross profit  decreased $1.2
million,  while the  percentage to net sales of 9.5% remained  fairly  constant with 2001 (9.6%).  The decrease in dollars  versus 2001
was driven by plastics  competitive  pricing  pressures ($2.9 million) and the overhead  absorption impact of producing fewer units due
to the new  Atlanta  plant in the  first  half of 2002  ($1.4  million),  partially  offset by a $2.6  million  benefit  realized  from
restructuring  programs  and cost  containment  programs  ($0.5  million).  In the Custom & Specialty  segment,  gross  profit  dollars
increased to $0.7  million in 2002,  versus a loss of $1.0 million in 2001.  2001 gross  profits were reduced by a $3.2 million  charge
for the write-off of inventory  associated with  discontinued  product lines.  After  consideration of this one-time  write-off,  gross
profit  decreased due to a decline in volume at one facility and increased  manufacturing  support  expenses ($1.1 million),  partially
offset by benefits realized from restructuring programs ($0.4 million).

    Selling, General and Administrative Costs

         Selling,  general and  administrative  costs  decreased from $46.6 million in 2001 to $38.5 million in 2002 due to the lack of
goodwill  amortization  during the year and positive results from management's  focus on Company-wide cost saving programs initiated in
2001.  The Company has ceased the  amortization  of  goodwill.  Goodwill  amortization  for the year ended  December  31, 2001 was $2.8
million.

    Special Charges

         During  2002,  the Company  substantially  completed  the  restructuring  programs  initiated  in 2001.  The  Company  offered
voluntary termination programs to corporate office salaried employees,  opened a new plastics plant in Atlanta,  Georgia and closed six
planned  manufacturing  facilities.  The Burns Harbor,  Indiana lithography  facility was closed in the fourth quarter,  completing the
facility closure program.  In addition, during the fourth quarter of 2002, the Company sold its Daegeling, Germany facility.

         During  2002,  the Company  recorded a net charge of $8.9  million  related to  restructuring.  The net charge of $8.9 million
consists of new  restructuring  reserves of $12.1  million  less  reversals of $3.2 million due to the  reassessment  of  restructuring
reserves  established in 2001. Included in the 2002 net restructuring  charge are executive position  elimination costs and the loss on
the sale of the  Daegeling,  Germany  facility.  While the  majority of the  restructuring  initiatives  have been  completed  in 2002,
certain  portions of the  programs  will not be  completed  until 2003,  and the Company  does not expect to realize the full  earnings
benefits until 2004.  Certain  long-term  liabilities  (approximately  $3.7 million as of December 31, 2002),  consisting  primarily of
employee  termination  costs and future  ongoing  facility  carrying  costs will be paid over many  years.  The Company  initiated  the
restructuring programs in 2001 and recorded a net restructuring charge of $36.2 million for the year.

         The table below presents the reserve categories and related activity as of December 31, 2002:

      (in millions)        January 1, 2002           Net            Deductions(c)       Other (b)        December 31, 2002
                               Balance           Additions(d)                                                 Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                   $21.2               $5.1             ($17.6)             $0.7                 $9.4

Facility Closing Costs                 10.7                3.8               (9.6)              1.6     6.5
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $31.9               $8.9             ($27.2)             $2.3                $15.9
                                                                                                                (a)
                           =================    ===============    ================    =============    ====================
                           =================    ===============    ================    =============    ====================


(a)  Includes $3.7 million classified as other long-term liabilities as of December 31, 2002.
(b)  Non-cash foreign currency translation impact and the reversal of $1.5 million of asset write-offs previously expensed in 2001.
(c)  Includes cash payments of $20.8 million.  The remaining non-cash deductions represent increased pension and post-retiree benefits transferred to Other Long-Term Liabilities and the non-cash loss
     recorded on the sale of the Daegeling facility.
(d)  Includes reversals of $3.2 million (representing $1.6 million of employee separation costs and $1.6 million of facility closing costs) as actual expenditures were less than anticipated.

    Interest Expense and Bank Financing Fees; Preferred Stock Dividend Requirements

         Interest  expense and bank  financing fees in 2002  decreased  3.5%, or $2.0 million,  versus 2001 due to lower interest rates
($3.4 million)  partially  offset by the interest  expense  impact of higher average  borrowings  ($1.4  million).  See Note (6) to the
Consolidated Financial Statements for a further discussion of the Company's debt position.

         Payment in kind dividends of $12.5 million and $11.3 million on the redeemable  preferred  stock issued in connection with the
recapitalization were recorded in 2002 and 2001, respectively.  See Note (12) to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

         During 2003,  liquidity needs were met through cash provided by operating  activities,  seasonal  borrowings made under credit
lines and proceeds from the sale of a facility.  Principal  liquidity needs included  operating  costs,  seasonal working capital needs
and capital  expenditures.  Cash flow provided by operations was $19.9 million for the year ended  December 31, 2003,  compared to $3.8
million  for the  year  ended  December  31,  2002.  The  increase  in cash  provided  was  primarily  due to  decreased  restructuring
expenditures ($ 12.0 million).

         Net cash used in investing  activities was $14.9 million in 2003, as compared to $21.7 million in 2002.  Investing  activities
for  2003  relate  primarily  to  capital  spending  of $20.3  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.  As of December 31, 2003, the cost
to complete  projects  included in  Construction  in Progress is estimated at $8.6  million.  We are  contractually  committed to spend
approximately  75% of this amount,  however we expect to spend the entire amounts  necessary to complete these projects.  Total capital
expenditures  in 2002 were $27.2  million,  including  $11.5 million in conjunction  with the Company's  restructuring  programs.  Base
capital  expenditures  are  expected to range from $20.0  million to $24.0  million in 2004.  Capital  expenditures  are expected to be
funded from cash on hand,  operations and  borrowings  under the revolving  credit  facility.  Capital  investments  have  historically
yielded reduced  operating costs and improved profit  margins,  and management  believes that the strategic  deployment of capital will
enable overall profitability to improve by leveraging the economies of scale inherent in the manufacturing of containers.

         Net cash  provided by  financing  activities  in 2003 was $9.8 million  versus cash  provided of $14.0  million in 2002.  Cash
provided by financing  activities in 2003 includes the proceeds of the initial sale of  receivables  by the  Company's  subsidiary  May
Verpackungen as discussed below.

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

         The Company also amended its Senior  Secured  Credit  Facility to permit the offering of the 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  repurchase  a portion of its  outstanding  12 3/8% senior  subordinated  notes in open market or  privately  negotiated
purchases.

         The Company  used the $125  million in proceeds  generated  from the  offering to prepay  $23.3  million of its Tranche A term
loan,  $46.7 million of its Tranche B term loan and to reduce its  borrowings  under its revolving  credit  facility by $55.0  million.
The  repayments  under the revolving  credit  facility did not reduce the $110.0  million  amount  available for  borrowings  under the
facility.  The  prepayments  under the Tranche A term loan were applied in direct order of maturity and eliminate  quarterly  principal
payments  through  December 2004.  Through  December 31, 2003,  the Company  incurred  approximately  $6.9 million of fees and expenses
related to the offering and the amendment of its Senior Secured Credit Facility.

         At December 31, 2003,  $42.1 million had been borrowed under the $110.0  million  revolving loan portion of the Senior Secured
Credit Facility.  Letters of Credit of $13.3 million were also outstanding  securing the Company's  obligations under various insurance
programs and other contractual agreements.  In addition, the Company had $23.0 million of cash and cash equivalents at year end.

         Amounts  outstanding under the Senior Secured Credit Facility bear interest at a rate per annum equal to either:  (1) the base
rate (as defined in our Senior Secured Credit  Facility) or (2) the LIBOR rate (as defined in our Senior Secured Credit  Facility),  in
each case,  plus an applicable  margin.  The applicable  margins are subject to future  reductions  based on the achievement of certain
leverage ratio targets and on the credit rating of our Senior Secured Credit Facility.

         Borrowings  under the  Tranche A term loan are due and  payable in  quarterly  installments,  beginning  in the first  quarter
2005. The payments in the first three quarters of 2005 will be  approximately  $3.5 million per quarter,  and $7.1 million will be paid
in the fourth  quarter of 2005.  Borrowings  under the Tranche B term loan are due and  payable in  quarterly  installments  of nominal
amounts.  The balance  under the Tranche A and Tranche B term loans is due in January  2006.  No payments are due on  borrowings  under
the Tranche C term loan prior to its final  maturity in January  2006.  The  revolving  credit  facility is available  until January 4,
2006.  Additionally,  the  Company's  Senior  Secured  Credit  Facility  requires a  prepayment  in the event that excess cash flow (as
defined) exists and following certain other events, including certain asset sales and issuances of debt and equity.

         United States Can has  outstanding  $125.0  million  aggregate  principal  amount of 10 7/8% Senior Secured Notes due July 15,
2010.  The 10 7/8% Senior  Secured Notes are secured  obligations,  on a second  priority  basis behind the lenders under the Company's
Senior Secured Credit  Facility,  of United States Can and are senior in right of payment to all of United States Can's  unsubordinated
indebtedness.  The 10 7/8% Senior  Secured Notes are  guaranteed  on a senior  secured basis by U.S. Can and all of United States Can's
domestic restricted subsidiaries.

         United States Can also has outstanding  $171.7 million  aggregate  principal amount of 12 3/8% Senior  Subordinated  Notes due
October 1, 2010. The 12 3/8% Senior  Subordinated  Notes are unsecured  obligations of United States Can and are  subordinated in right
of payment to all of United States Can's senior  indebtedness.  The 12 3/8% Senior  Subordinated  Notes are  guaranteed by U.S. Can and
all of United States Can's  domestic  restricted  subsidiaries.  During  December  2003, in accordance  with the amended Senior Secured
Credit  Facility,  the Company  repurchased  $3.3  million  face value 12 3/8% Senior  Subordinated  Notes at a discount,  plus accrued
interest.  A gain of $0.2 million from the early  extinguishment of the 12 3/8% Senior Subordinated Notes,  related to the discount and
net of related deferred financing costs, was recorded in operating income.

         The Senior  Secured Credit  Facility,  the 10 7/8% Senior  Secured Notes and the 12 3/8% Senior  Subordinated  Notes contain a
number of financial and  restrictive  covenants.  Under our Senior  Secured  Credit  Facility,  the Company is required to meet certain
financial tests,  including  achievement of a minimum EBITDA level, a minimum interest  coverage ratio, a minimum fixed charge coverage
ratio and a maximum  leverage  ratio.  The  restrictive  covenants  limit the  Company's  ability to incur debt,  pay dividends or make
distributions,  sell assets or consolidate  or merge with other  companies.  As of December 31, 2003, the Company  reported that it was
in compliance  with its covenants under the  aforementioned  facilities.  On a restated  basis,  the Company was not in compliance with
certain of its financial  ratios under the Senior  Secured  Credit  Facility;  however,  subsequent  to December 31, 2003,  the Company
refinanced its senior debt and was in compliance with its new senior debt facility for all relevant periods.

            On November 13, 2003, May finalized the terms of a two-year  accounts  receivable  factoring  arrangement.  Under the terms
of the agreement,  May will factor its customer  accounts  receivable,  subject to a maximum of(euro)12 million of receivables.  May pays a
nominal  factoring fee and an interest  charge for amounts  advanced to May that have not been paid by the customer to the factor.  May
received its initial draw under the factoring  agreement  ($11.2 million) in December 2003 and used a portion of this draw to repay all
of its borrowings under two bank facilities.  In addition,  one of May's lenders agreed to extend the existing  facility for borrowings
up to (euro)1.3 million through June 30, 2004. Any borrowings  under the extended  facility will be secured by one  manufacturing  plant. We
cannot assure you that the factoring  arrangement will be sufficient to meet May's funding  requirements  during its peak third quarter
borrowing  period.  If the factoring  arrangement  is not  sufficient to meet May's funding  requirements,  the Company would expect to
extend or  refinance  the  current  bank  facilities,  but we cannot  assure  you that the  Company  will be able to obtain  the needed
extensions or refinancing.  If additional  funds above those  available from the factoring  arrangement are required and the Company is
unable to extend or refinance  the current bank  facilities,  the Company would seek to provide  funding from other  sources  currently
available to the Company, including existing or new lines of credit in Europe and the United States.

         As more fully described in Note (4) to the Consolidated  Financial  Statements,  the Company initiated  several  restructuring
programs in 2001. While the majority of the  restructuring  initiatives  were completed in 2002,  certain portions of the programs were
not completed until 2003.  Future cash  requirements  related to these programs are estimated to be approximately  $3.4 million in 2004
and $4.5 million in 2005 and beyond,  consisting  primarily of employee  termination  costs and future ongoing facility  carrying costs
that will be paid over many years.  The Company expects to fund these cash  requirements  from cash on hand,  operations and borrowings
under the revolving credit facility.







         The table below presents the reserve categories and related activity as of December 31, 2003:

                           January 1, 2003           Net                                                 December 31, 2003
      (in millions)            Balance           Additions(c)      Cash Deductions      Other (b)             Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                    $9.4                                 ($6.0)             $0.4               $4.3
                                                         $0.5
Facility Closing Costs                  6.5              (0.1)               (2.8)                -                3.6
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $15.9               $0.4              ($8.8)             $0.4                $7.9 (a)
                           =================    ===============    ================    =============    ====================
                           =================    ===============    ================    =============    ====================


(a)  Includes $4.5 million classified as other long-term liabilities as of December 31, 2003.
(b)  Non-cash foreign currency translation impact.
(c)  Includes reversals of $1.8 million due to the re-assessment of reserves.

         The Company has also  initiated a customer and product line  profitability  review within its German food can  business.  As a
result of this review, the Company intends to exit certain  unprofitable  customer  relationships and product lines  (representing less
than 10% of  International  segment sales and less than 3% of total Company sales) during 2004.  The Company will record  restructuring
charges related to these product line exits, primarily employee severance, but has not yet quantified the amount of the charges.

         At existing levels of operations,  cash generated from operations  together with amounts to be drawn from the revolving credit
facility,  are expected to be adequate to meet anticipated debt service  requirements,  restructuring  costs,  capital expenditures and
working capital needs. Future operating  performance,  unexpected capital  expenditures,  investments,  acquisitions and the ability to
service or refinance the notes,  to service,  extend or refinance  the senior  secured  credit  facility and to redeem or refinance our
preferred stock will be subject to future economic  conditions and to financial,  business and other factors,  many of which are beyond
management's control.

         The Company has a number of  contractual  commitments to make future cash payments.  Under  existing  agreements,  contractual
obligations as of December 31, 2003 are as follows (000's omitted):

                                                                            Payments due by period
                      Contractual Obligations (b)            1st year      2-3 years     4-5 years    After 5 years
             ----------------------------------------------
                                                           ----------------------------------------------------------
             Long term debt..............................       $22,709       $232,965       $ 2,052       $ 300,710
             Capital lease obligations...................           748             40             -               -
             Operating leases............................         6,327          9,984         7,214          12,284
             Pension & other post-retirement employee
                benefit obligations (a)..................         3,089          5,900         6,518               -
             Other long-term liabilities on the
                consolidated balance sheet...............         2,652          2,311           221             159
                                                           ----------------------------------------------------------
             Total Contractual Commitments...............      $ 35,525       $251,200      $ 16,005       $ 313,153

             (a) These amounts exclude the Company's  non-U.S.  pension plans as this  information is not available.
                 Payments  to the  Company's  non-U.S.  pension  plans  were $3.3  million  in 2003.  The  Company's
                 long-term  pension and  post-retirement  benefit  obligations  are estimates based on the Company's
                 current information and are subject to collective bargaining  agreements.  The Company reserves the
                 right to make changes to these  estimates in the future as facts and  circumstances  change and new
                 information is received.  Additionally,  the amount of contractual obligations beyond five years is
                 not reliably estimable and is therefore not included in the table.

             (b) The aggregate  amount of the Company's  open purchase  obligations is not included in the Company's
                 contractual  obligations  table due to the  short-term  nature and,  excluding  the amount that the
                 Company has  committed  to spend to complete  projects  included in  Construction  in Progress  (as
                 discussed  previously),  the  immateriality  of  the  purchase  obligations  that  the  Company  is
                 contractually obligated to as of December 31, 2003.


         See Note (6) to the Consolidated  Financial  Statements for further information on obligations under our borrowing  agreements
and Note (10) for further information on capital and operating leases.

         The Company's  amended  Senior Secured  Credit  Facility  permits,  from time to time and subject to certain  conditions,  the
redemption of the  subordinated  debt.  The Company  intends to pursue  opportunistic  repurchases  of its  outstanding  12 3/8% Senior
Subordinated  Notes  as time and  circumstances  permit,  subject  to  market  conditions,  the  trading  price  of the 12 3/8%  Senior
Subordinated Notes and the terms of the Company's Senior Secured Credit Facility.

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

INFLATION

         Tin-plated steel represents the primary component of the Company's raw materials requirements.  Historically,  the Company has
not always been able to  immediately  offset  increases  in tinplate  prices with  customer  price  increases.  The  Company's  capital
spending  programs  and  manufacturing  process  upgrades are designed to increase  operating  efficiencies  and mitigate the impact of
inflation on the Company's cost structure.

         Tin-plate  prices have  increased  slightly over the last five years.  While there is some  long-term  variability,  tin-plate
prices have generally been stable and price  increases have  historically  been announced  several months before  implementation.  This
stability has enhanced the Company's  ability to  communicate  and negotiate  required  selling price  increases with its customers and
minimizes  fluctuations  of the Company's  gross  profits.  Many of the  Company's  domestic and some of its  international  multi-year
supply  agreements  with its customers  permit it to pass through  tin-plate  price  increases  and, in some cases,  other raw material
costs.  Starting in the fourth quarter of 2003,  many domestic and foreign steel  suppliers  began  experiencing a shortage of coke, an
important component of the steel-making  process.  The shortage is due to many factors,  which include the growing Chinese steel market
and a fire at a coal mine in the U.S.  that  produces  coke and is expected to  continue in at least the near  future.  While we cannot
predict the long-term  effects the shortage  will have on our  tin-plate  costs,  the shortage has caused some steel  manufacturers  to
consider a  surcharge  on steel,  which  could  potentially  increase  our  tinplate  prices.  The  Company has not always been able to
immediately offset increases in tin-plate prices with price increases on its products.

NEW ACCOUNTING PRONOUNCEMENTS

         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 (4), the Company  recorded  restructuring
charges in 2003 in accordance with the provisions of SFAS No. 146.

         In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN 46"), which
requires  variable  interest  entities to be consolidated by the primary  beneficiary of the entity if certain criteria are met. FIN 46
is effective  immediately  for all new variable  interest  entities  created or acquired after January 31, 2003. For variable  interest
entities  created or acquired prior to February 1, 2003, the provisions of FIN 46 became  effective  during the fourth quarter of 2003.
The  Company  adopted  FIN 46 in January of 2003.  There was no impact to the  financial  position  and  results of  operations  of the
Company as a result of the adoption in 2003.

         In December of 2003, the FASB issued a revised SFAS No. 132 "Employers'  Disclosures  about Pensions and Other  Postretirement
Benefits".  The statement revises  employers'  disclosures about pension plans and other  postretirement  benefit plans but it does not
change the  measurement  or  recognition  of those  plans.  The revised SFAS No. 132 requires  additional  disclosures  to those in the
original SFAS 132 about the assets,  obligations,  cash flows, and net periodic benefit cost of defined pension plans and other defined
benefit  postretirement  plans.  The  statement  also  increases  quarterly  pension plan and  postretirement  benefit plan  disclosure
requirements.  Revised SFAS No. 132 domestic plan  disclosure  requirements  are effective for financial  statements  with fiscal years
ending after  December 15, 2003.  However,  disclosure of  information  about foreign plans  required by the Statement is effective for
fiscal  years  ending  after June 15,  2004.  The Company  adopted  this  statement  in December of 2003 and there was no impact to the
financial  position and results of  operations of the Company as a result of the  adoption.  See Notes (8) and (9) to the  Consolidated
Financial Statements for the additional disclosures required by this pronouncement.







ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

  Foreign Currency Risk

         The Company bears foreign  exchange risk because much of our financing is currently  obtained in U.S.  dollars,  but a portion
of the Company's  revenues and expenses are earned in the various  currencies of our foreign  subsidiaries'  operations.  The revolving
credit facility allows certain foreign  subsidiaries  to borrow up to $75 million in British Pounds  Sterling,  and Euros.  The Company
has not made borrowings in any of these currencies.

  Interest Rate Risk

         Interest rate risk exposure  results from our floating  rate  borrowings.  A portion of the interest rate risks were hedged by
entering  into swap and collar  agreements.  The  agreements  expired on October 10,  2003.  The Company does not  currently  intend to
enter into new interest rate protection agreements.

         The table below provides  information  about the Company's debt obligations that are sensitive to changes in interest rates as
of December 31, 2003.  The table  presents  principal  cash flows and related  weighted  average  interest  rates by expected  maturity
dates.


Debt Obligations                 2004        2005         2006        2007         2008      Thereafter  Fair Value
--------------------------    ----------- ------------ ----------- ------------ ------------ ----------- -------------
(dollars in millions)
Fixed rate                       $0.7       $  --         $0.9        $  --        $  --        $296.7     $290.2
Average interest rate             6.14%        --         10.13%         --           --          11.74%                                                                   --
Variable rate                     $22.7       $19.2      212.9          $1.0       $  1.1         $4.0     $256.0
Average interest rate               4.94%       5.15%      5.08%         4.74%        4.74%        1.20%


         The Company does not use financial  instruments for trading or speculative  purposes.  Quoted market values are only available
on the 10 7/8% Senior Secured Notes and 12 3/8% Senior  Subordinated  Notes.  Fair value amounts,  because they do not include  certain
costs such as  prepayment  penalties,  do not  represent  the amount the Company  would have to pay to reacquire  and retire all of its
outstanding debt in a current transaction.








ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                                                                   Page
                                                                                                                   ----

Report of Independent Registered Public Accounting Firm for 2003 and 2002..................................       28

Report of Independent Accountants for 2001.................................................................       29

Consolidated Statements of Operations for the Years Ended December 31, 2003 (as restated), 2002 (as restated)
     and 2001..............................................................................................       30

Consolidated Balance Sheets as of December 31, 2003 (as restated) and 2002 (as restated)...................       31

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2003 (as restated),
    2002 (as restated) and 2001............................................................................       32

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003 (as restated),
    2002 (as restated) and 2001............................................................................       33

Notes to Consolidated Financial Statements.................................................................       34










     Report of independent registered public accounting firm



     To U.S. Can Corporation:
     Lombard, Illinois


     We have audited the  accompanying  consolidated  balance sheets of U.S. Can  Corporation  and  Subsidiaries  ("the Company") as of
     December 31, 2003 and 2002, and the related consolidated  statements of operations,  stockholders'  equity, and cash flows for the
     years then ended.  These  financial  statements are the  responsibility  of the Company's  management.  Our  responsibility  is to
     express an opinion on these financial  statements based on our audits.  The consolidated  financial  statements of the Company for
     the year ended December 31, 2001, before the inclusion of the disclosures discussed in Note 15 to the financial  statements,  were
     audited by other  auditors,  who have ceased  operations.  Those  auditors  expressed an  unqualified  opinion on those  financial
     statements in their report dated March 6, 2002.

     We conducted our audits in accordance  with standards of the Public Company  Accounting  Oversight  Board (United  States).  Those
     standards  require that we plan and perform the audit to obtain  reasonable  assurance about whether the financial  statements are
     free of material  misstatement.  An audit includes examining,  on a test basis, evidence supporting the amounts and disclosures in
     the financial  statements.  An audit also includes  assessing the accounting  principles  used and  significant  estimates made by
     management,  as well as evaluating the overall financial statement  presentation.  We believe that our audits provide a reasonable
     basis for our opinion.

     In our opinion,  such 2003 and 2002 consolidated  financial  statements  present fairly, in all material  respects,  the financial
     position of U.S. Can Corporation and Subsidiaries as of December 31,  2003 and 2002, and the results of their operations and their
     cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

     As discussed in Note 3 to the accompanying  consolidated  financial statements,  the Company has restated its consolidated balance
     sheets as of December 31, 2003 and 2002,  and the related  consolidated  statements of operations,  shareholders'  equity and cash
     flows for the years ended December 31, 2003 and 2002.

     As discussed in Note 2, in 2002 the Company  changed its method of  accounting  for goodwill as required by Statement of Financial
     Accounting Standards (Statement) No. 142, "Goodwill and Other Intangible Assets."

     As discussed  above,  the financial  statements of U.S. Can Corporation as of December 31, 2001, and for the years then ended were
     audited by other auditors who have ceased  operations.  As described in Note 15, these  financial  statements have been revised to
     include the  transitional  disclosures  required by Statement No. 142, which was adopted by the Company as of January 1, 2002. Our
     audit  procedures with respect to the  disclosures in Note 15 with respect to 2001 included (i) comparing the previously  reported
     net income to the previously  issued  financial  statements and the adjustments to reported net income  representing  amortization
     expense (including any related tax effects) recognized in those periods related to goodwill,  to the Company's  underlying records
     obtained from management,  and (ii) testing the mathematical accuracy of the reconciliation of adjusted net income to reported net
     income. In our opinion,  the disclosures for 2001 in Note 15 are appropriate.  However,  we were not engaged to audit,  review, or
     apply  any  procedures  to the 2001  financial  statements  of the  Company  other  than with  respect  to such  disclosures  and,
     accordingly, we do not express an opinion or any other form of assurance on the 2001 financial statements taken as a whole.


     Deloitte & Touche LLP
     Chicago, Illinois
     March 5, 2004 (November 16, 2004 as to Note 3)



      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


     The following report is a copy of a report  previously  issued by Arthur Andersen LLP and has not been reissued by Arthur Andersen
     LLP. In fiscal 2002, the Company  adopted the  provisions of Statement of Financial  Accounting  Standards No. 142,  "Goodwill and
     Other  Intangible  Assets"  (SFAS No. 142).  As discussed in Note 15 to the  consolidated  financial  statements,  the Company has
     presented  the  transitional  disclosures  for 2001  required by SFAS No. 142.  The Arthur  Andersen LLP report does not extend to
     these  transitional  disclosures.  These  disclosures are reported on by Deloitte & Touche LLP as stated in their report appearing
     herein.


     TO U.S. CAN CORPORATION:

     We have audited the accompanying  consolidated balance sheets of U.S. CAN CORPORATION (a Delaware corporation) AND SUBSIDIARIES as
     of December 31, 2001 and 2000,  and the related  consolidated  statements of operations,  stockholders'  equity and cash flows for
     each of the three years in the period  ended  December  31,  2001*.  These  financial  statements  are the  responsibility  of the
     Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing  standards  generally  accepted in the United States.  Those standards require
     that we plan and perform the audit to obtain  reasonable  assurance  about whether the financial  statements  are free of material
     misstatement.  An audit includes  examining,  on a test basis,  evidence  supporting the amounts and  disclosures in the financial
     statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well
     as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly, in all material respects,  the consolidated  financial
     position of U.S. Can  Corporation  and  Subsidiaries  as of December 31, 2001 and 2000,  and the results of its operations and its
     cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting  principles  generally
     accepted in the United States.


     ARTHUR ANDERSEN LLP
     Chicago, Illinois
     March 6, 2002


     * The 2000 and 1999 consolidated financial statements are not required to be presented in the 2003 annual report.







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


                                                                               For the Year Ended
                                                             -------------------------------------------------------
                                                             -------------------------------------------------------
                                                                 As Restated (See Note (3))
                                                               December 31,       December 31,       December 31,
                                                                   2003               2002               2001
                                                             -----------------  -----------------  -----------------

Net Sales.................................................          $823,442           $796,557           $772,188

Cost of Sales.............................................           745,827            717,022            695,514
                                                             -----------------  -----------------  -----------------

     Gross Profit.........................................            77,615             79,535             76,674

Selling, General and Administrative Expenses..............            35,986             38,474             46,581

Special Charges...........................................               382              8,921             36,239
                                                             -----------------  -----------------  -----------------
                                                             -----------------  -----------------  -----------------

     Operating Income (Loss)..............................            41,247             32,140             (6,146)

Interest Expense..........................................            54,411             51,278             54,668

Bank Financing Fees.......................................             6,118              4,051              2,636
                                                             -----------------  -----------------  -----------------

     Loss Before Income Taxes.............................           (19,282)           (23,189)           (63,450)

Provision (Benefit) for Income Taxes......................             2,049             36,150            (23,034)
                                                             -----------------  -----------------  -----------------

     Loss from Operations Before Cumulative Effect of
    Accounting Change.....................................           (21,331)           (59,339)           (40,416)

Cumulative Effect of Accounting Change, net of income  taxes               -            (18,302)                 -
                                                             -----------------  -----------------  -----------------

     Net Loss.............................................           (21,331)           (77,641)           (40,416)

Preferred Stock Dividend Requirement......................           (13,821)           (12,521)           (11,345)
                                                             -----------------  -----------------  -----------------

     Net Loss Attributable to Common Stockholders.........          $(35,152)          $(90,162)          $(51,761)
                                                             =================  =================  =================

                                    The accompanying Notes to Consolidated Financial Statements are
                                                 an integral part of these statements.






                                                 U.S. CAN CORPORATION AND SUBSIDIARIES
                                                      CONSOLIDATED BALANCE SHEETS
                                                (000's omitted, except per share data)

                                                                                    As Restated (See Note (3))
                                                                                December 31,           December 31,
                                  ASSETS                                            2003                   2002
                                                                            ---------------------  ---------------------
CURRENT ASSETS:
     Cash and cash equivalents............................................              $22,964                $11,690
     Accounts receivable, net of allowances...............................               81,393                 89,320
     Inventories, net.....................................................               95,140                105,195
     Deferred income taxes................................................                  796                  7,730
     Other current assets.................................................               13,917                 14,077
                                                                            ---------------------  ---------------------
          Total current assets............................................              214,210                228,012

PROPERTY, PLANT AND EQUIPMENT, less accumulated
     depreciation and amortization........................................              247,489                244,541

GOODWILL, less accumulated amortization...................................               27,384                 27,384

DEFERRED INCOME TAXES.....................................................               30,816                 29,340

OTHER NON-CURRENT ASSETS..................................................               54,519                 50,836

                                                                            ---------------------  ---------------------
          Total assets....................................................             $574,418               $580,113
                                                                            =====================  =====================

                   LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Current maturities of long-term debt and capital lease obligations...              $23,457                $28,450
     Accounts payable.....................................................               98,411                100,225
     Accrued expenses.....................................................               50,695                 52,466
     Restructuring reserves...............................................                3,412                 12,217
     Income taxes payable.................................................                  362                     95
                                                                            ---------------------  ---------------------
          Total current liabilities.......................................              176,337                193,453

LONG TERM DEBT............................................................              535,767                523,529

LONG TERM LIABILITIES PURSUANT TO EMPLOYEE
   BENEFIT PLANS..........................................................               71,779                 74,574

OTHER LONG-TERM LIABILITIES...............................................                5,492                  5,432
                                                                            ---------------------  ---------------------

          Total liabilities...............................................              789,375                796,988

REDEEMABLE PREFERRED STOCK, 200,000 shares authorized, 106,667 shares
      issued & outstanding................................................              146,954                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.................................              (28,124)               (51,373)
     Accumulated deficit..................................................             (387,120)              (351,968)
                                                                            ---------------------  ---------------------
          Total stockholders' equity / (deficit)..........................             (361,911)              (350,008)
                                                                            ---------------------  ---------------------
               Total liabilities and stockholders' equity.................             $574,418               $580,113
                                                                            =====================  =====================

                                      The accompanying Notes to Consolidated Financial Statements
                                               are an integral part of these statements.






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

                                             Common    Paid-in-CapitAccumulated     Accumulated   Comprehensive
                                                                       Other
                                                                   Comprehensive
                                              Stock                     Loss          Deficit     Income (Loss)
                                           ----------------------------------------------------------------------
BALANCE AT                                  $    533     $52,800    $ (19,674)      $(207,982)
   DECEMBER 31, 2000...................
Net loss...............................            -           -            -         (40,416)      $   (40,416)
Settlement of shareholder
    litigation in connection
    with the recapitalization..........            -           -            -          (2,063)                -
Unrealized loss on cash flow
    hedge..............................            -           -       (3,862)              -            (3,862)
Preferred stock dividends..............            -           -            -         (11,345)                -
Equity adjustment to reflect
   minimum pension liability...........            -           -         (288)              -              (288)
Currency translation adjustment........            -           -      (14,827)              -           (14,827)
                                                                                                 ----------------
Comprehensive loss.....................                                                             $   (59,393)
                                           ------------------------------------------------------================
BALANCE AT                                       533      52,800      (38,651)         (261,806)
   DECEMBER 31, 2001...................
2002 Activity as Restated (See Note (3)):
Net loss...............................            -          -            -          (77,641)      $   (77,641)
Unrealized gain on cash flow
    hedge..............................            -          -          176                -               176
Preferred stock dividends..............            -          -            -          (12,521)                -
Equity adjustment to reflect
   minimum pension liability...........            -          -      (22,058)               -           (22,058)
Currency translation
   adjustment..........................            -          -        9,160                -             9,160
                                                                                                 ----------------
                                                                                                 ----------------
Comprehensive loss.....................                                                             $   (90,363)
                                           ------------------------------------------------------================
                                           ------------------------------------------------------================
RESTATED BALANCE AT                              533      52,800      (51,373)
   DECEMBER 31, 2002...................                                             (351,968)
2003 Activity as Restated (See Note (3)):
Net loss...............................            -          -            -          (21,331)      $   (21,331)
Unrealized gain on cash
   flow hedge..........................            -          -        3,686                -             3,686
Preferred stock dividends..............            -          -            -          (13,821)                -
Equity adjustment to reflect
   minimum pension liability...........            -          -        3,565                -             3,565
Currency translation
   adjustment..........................            -          -       15,998                -            15,998
                                                                                                 ----------------
Comprehensive income...................                                                             $     1,918
                                                                                                 ================
                                           ------------------------------------------------------
RESTATED BALANCE AT                         $    533   $ 52,800     $(28,124)      $ (387,120)
   DECEMBER 31, 2003...................
                                           ======================================================


                                      The accompanying Notes to Consolidated Financial Statements
                                               are an integral part of these statements.






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

                                                                                    For the Year Ended December 31,
                                                                            ------------------------------------------------
                                                                            ------------------------------------------------
                                                                              As Restated (See Note (3))
CASH FLOWS FROM OPERATING ACTIVITIES:                                            2003            2002             2001
                                                                            --------------- ---------------  ---------------
  Net loss..............................................................         $(21,331)       $(77,641)        $(40,416)
  Adjustments to reconcile net loss to net cash provided by
     operating activities -
     Depreciation and amortization......................................           38,060          34,425           34,626
     Special charges....................................................              382           8,921           36,239
     Cumulative effect of accounting change, net of tax.................                -          18,302                -
     Deferred income taxes..............................................             (534)         34,238          (24,369)
     Change in operating assets and liabilities, net of effect of
       acquired and disposed of businesses:
      Accounts receivable................................................            (631)         12,458           (5,677)
      Inventories........................................................          17,621           2,828           11,070
      Accounts payable...................................................         (10,895)         (4,101)          (3,366)
      Accrued expenses...................................................          (7,494)        (19,592)         (12,838)
      Other, net.........................................................           4,689          (6,021)          (2,261)
                                                                                                             ---------------
                                                                            --------------- ---------------  ---------------
         Net cash provided by (used in) operating activities.............          19,867           3,817           (6,992)
                                                                            --------------- ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, including restructuring capital.................          (20,288)        (27,235)         (19,537)
  Acquisition of business, net of cash acquired.........................                -               -           (4,198)
  Proceeds from sale of property........................................            5,429           5,662            7,208
  Investment in Formametal S.A..........................................                -            (133)          (7,891)
                                                                            --------------- ---------------  ---------------
         Net cash used in investing activities..........................          (14,859)        (21,706)         (24,418)
                                                                            --------------- ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Settlement of shareholder litigation..................................                -               -           (2,063)
  Repurchase of 12 3/8% notes...........................................           (3,011)              -                -
  Issuance of 10 7/8% notes.............................................          125,000               -                -
  Net borrowings (payments) under the revolving line of credit..........          (27,600)         13,600           37,600
  Payments of Tranche A loan............................................          (27,294)         (8,000)          (6,000)
  Payments of Tranche B loan............................................          (47,575)         (1,000)          (1,250)
  Borrowing of Tranche C loan...........................................                -               -           20,000
  Borrowing of other long-term debt.....................................            5,901          12,625                -
  Proceeds from accounts receivable factoring...........................           11,195               -                -
  Payments of other long-term debt, including capital lease obligations.          (19,829)         (3,168)          (6,852)
  Payment of debt financing costs.......................................           (6,938)              -           (6,294)
                                                                            --------------- ---------------  ---------------
         Net cash provided by financing activities......................            9,849          14,057           35,141
                                                                            --------------- ---------------  ---------------
                                                                            --------------- ---------------  ---------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.................................           (3,583)            779              228
                                                                            --------------- ---------------  ---------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........................           11,274          (3,053)           3,959
CASH AND CASH EQUIVALENTS, beginning of year............................           11,690          14,743           10,784
                                                                                                             ---------------
                                                                            --------------- ---------------  ---------------
CASH AND CASH EQUIVALENTS, end of year..................................          $22,964         $11,690          $14,743
                                                                            =============== ===============  ===============

                                      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
                                              DECEMBER 31, 2003, 2002 AND 2001

(1)  Basis of Presentation and Operations

         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").
All significant  intercompany  balances and  transactions  have been eliminated.  The consolidated  group is referred to herein as "the
Company".  Certain  prior year amounts have been  reclassified  to conform with the 2003  presentation.  The  reclassifications  had no
effect on net loss attributable to common stockholders or total assets.

         The  Company is a supplier  of steel and  plastic  containers  for  personal  care,  household,  food,  automotive,  paint and
industrial  supplies,  and other specialty products.  The Company owns or leases 13 plants in the United States and 8 plants located in
Europe.

(2)  Summary of Significant Accounting Policies

         (a) Cash and Cash  Equivalents - The Company  considers all liquid  interest-bearing  instruments  purchased  with an original
maturity of three months or less to be cash equivalents.

         (b) Accounts  Receivable  Allowances - Allowances for accounts receivable are based on the customer  relationships,  the aging
and turns of accounts  receivable,  credit worthiness of customers,  credit  concentrations  and payment history.  Although  management
monitors  collections and credit  worthiness,  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.  Activity  in the
accounts receivable allowances accounts was as follows (000's omitted):

                                                                                  2003             2002             2001
                                                                                  ----             ----             ----

   Balance at beginning of year...........................................    $      16,157   $    12,243    $    10,971
      Provision for doubtful accounts.....................................            1,387         1,420            621
      Change in discounts, allowances and rebates.........................             (975)        3,438            790
      Write-offs of doubtful accounts, net of recoveries..................             (313)         (944)          (139)
                                                                              -------------   -----------    -----------
   Balance at end of year.................................................    $      16,256   $    16,157    $    12,243
                                                                              =============   ===========    ===========

         (c)  Inventories--  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.  Had the inventories been valued
using the first-in,  first-out ("FIFO") method, the amount would not have differed  materially from the amounts as determined using the
LIFO method.  Costs for  Subsidiaries'  inventory have been determined using the first-in,  first-out  ("FIFO")  method.  Subsidiaries'
inventory  was  approximately  $42.4 million as of December 31, 2003 and  approximately  $47.7 million  as of  December 31,  2002.  The
Company estimates reserves for inventory obsolescence and shrinkage based on its judgment of future realization.

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

                                                                                               2003              2002
                                                                                               ----              ----

    Raw materials.......................................................................   $       21,872    $    24,104
    Work in progress....................................................................           38,635         45,770
    Finished goods......................................................................           34,633         35,321
    Total Inventory.....................................................................   $       95,140    $   105,195
                                                                                           ==============    ===========


         (d) Property,  Plant and  Equipment--Property,  plant and equipment is recorded at cost. Major renewals and betterments  which
extend the useful life of an asset are capitalized;  routine maintenance and repairs are expensed as incurred.  Maintenance and repairs
charged against earnings were approximately $27.5 million,  $27.4 million and $28.6 million in 2003, 2002 and 2001, respectively.  Upon
sale or retirement of these assets, the asset cost and related  accumulated  depreciation are removed from the accounts and any related
gain or loss is reflected in income.

         Depreciation  for financial  reporting  purposes is  principally  provided using the  straight-line  method over the estimated
useful lives of the assets,  as follows:  buildings-25  to 40 years;  machinery and  equipment-5 to 20 years.  Equipment  under capital
leases is amortized  over the life of the lease.  Depreciation  expense was $33.5  million,  $30.4  million and $29.2 million for 2003,
2002 and 2001, respectively.

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

                                                                                               2003              2002
                                                                                               ----              ----

    Land ...............................................................................   $        6,410    $     5,086
    Buildings...........................................................................           63,828         60,364
    Machinery and equipment.............................................................          455,302        409,553
    Capital leases......................................................................            8,395          9,036
    Construction in process.............................................................           17,577         23,347
                                                                                                  551,512        507,386
    Accumulated depreciation and amortization...........................................        (304,023)       (262,845)
    Total Property......................................................................   $      247,489    $     244,541
                                                                                           ==============    =============

         (e) Goodwill - Statement of Financial  Accounting  Standards  ("SFAS") No. 142 "Goodwill and Other Intangible Assets" requires
that goodwill and  "indefinite-lived"  intangibles  are not amortized but are tested at least  annually for  impairment.  On an ongoing
basis,  the Company  reviews its  operations  for  indications  of potential  goodwill  impairment  and annually tests its goodwill for
impairment  under SFAS 142 in November  of each year.  The Company  identifies  potential  impairments  of  goodwill  by  comparing  an
estimated fair value for each  applicable  business unit to its  respective  carrying  value.  Although the values are assessed using a
variety of internal and external  sources,  future events may cause  reassessments  of these values and related  goodwill  impairments.
The Company  ceased the  amortization  of its goodwill in 2002. For the year ended  December 31, 2001,  the Company  recorded  goodwill
amortization of $2.8 million.  The Company  recorded a non-cash,  pre-tax goodwill  impairment  charge of $39.1 million ($18.3 million,
net of tax) as the  cumulative  effect of a change in accounting in the fourth  quarter of 2002,  effective  January 1, 2002.  See Note
(15) for additional disclosure.

         (f) Bank  Financing  Fees - Costs  related to the  issuance  of new debt and bank costs  related  to the  amendment  of a debt
agreement are included in other  non-current  assets and are deferred and amortized over the terms (or remaining  terms) of the related
debt  agreements.  Third party costs,  other than bank costs,  related to the  amendment of a debt  agreement are expensed as incurred.
Amortization  of financing  costs in 2003,  2002,  and 2001 were $4.6  million,  $4.1 million and $2.6  million,  respectively  and are
included in bank financing  fees.  During 2003, the Company  incurred and expensed $1.5 million of third party fees to amend the Senior
Secured  Credit  Facility.  These fees are also included in bank financing  fees.  The Company paid $6.9 million of financing  costs in
2003 and $6.3 million of financing costs in 2001.  The Company did not incur any financing costs in 2002.

         (g) Impairment of Long-Lived  Assets - In accordance  with SFAS 144,  "Accounting for the Impairment or Disposal of Long-Lived
Assets",  the Company continually reviews 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,  the Company  uses  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.

         (h)  Revenue - 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.  As sales occur,  a provision  for rebates is accrued on the balance  sheet and is charged  against net
sales.  In accordance  with  Emerging  Issues Task Force  ("EITF")  00-10,  "Accounting  for Shipping and Handling Fees and Costs," the
Company records freight billed to its customers as net sales and the related freight costs as a cost of sales.

         (i) Foreign  Currency  Translation  - The  functional  currency for all the Company's  Subsidiaries  is the  applicable  local
currency.  The  translation  from the  applicable  foreign  currencies to U.S.  dollars is performed for balance sheet  accounts  using
current  exchange  rates in effect at the  balance  sheet date and for  revenue and expense  accounts  using an average  exchange  rate
prevailing  during the period.  The gains or losses  resulting from such  translation are included in accumulated  other  comprehensive
loss.  Gains or losses  resulting from foreign  currency  transactions  are included in operating income and were not material in 2003,
2002 or 2001.

         (j) Financial  Instruments  - To manage  interest rate exposure and as required  under the  Company's  Senior  Secured  Credit
Facility,  the Company entered into interest rate agreements in 2000.  These  agreements  expired on October 10, 2003. The net interest
paid or received on the agreements  was recognized as interest  income or expense.  The interest rate  agreements  were reported in the
consolidated  financial  statements at fair value using a mark to market  valuation.  Changes in the fair value of the  contracts  were
recorded each period as a component of other  comprehensive  income.  Gains or losses on interest rate agreements were  reclassified as
earnings or losses in the period in which  earnings were affected by the  underlying  hedged item. The fair value of the agreements was
reported in accrued  liabilities  at December 31, 2002,  therefore  the  expiration  of the  agreements  had no impact on the Company's
reported debt balances.  The Company does not use financial instruments for trading or speculative purposes.

         (k)  Accumulated Other Comprehensive Loss - The components of accumulated other comprehensive loss for 2003, 2002 and 2001 are as follows (000's omitted):

                                                                     2003              2002              2001
                                                               ------------------ ---------------- -----------------
  Foreign Currency Translation Adjustment................           $(7,479)          $(25,341)       $(34,501)
  Minimum Pension Liability Adjustment........................      (20,645)           (22,346)           (288)
  Unrealized Loss on Cash Flow
      Hedges.......................                                      --             (3,686)         (3,862)
                                                               ------------------ ---------------- -----------------
  Total Accumulated Other Comprehensive Loss..................     $(28,124)          $(51,373)       $(38,651)

         The  components of  comprehensive  loss for 2003,  2002 and 2001 are included in the Statement of  Stockholder's  Equity.  The
unrealized loss on cash flow hedge included in comprehensive gain / (loss) is net of  reclassifications  of losses included in interest
expense of $5.1 million,  $5.8 million and $2.6 million for the years ended  December 31, 2003,  2002 and 2001,  respectively.  Minimum
pension  liability  adjustment  as of  December  31,  2003,  2002 and 2001 is net of taxes of $11.5  million,  $12.6  million  and $0.0
million,  respectively.  Unrealized  loss on cash flow hedges as of December 31, 2002 and 2001 is net of taxes of $2.3 million and $2.4
million, respectively.

         (l)  Stock-Based  Compensation  - The Company  periodically  issues  stock-based  compensation  under its U.S. Can 2000 Equity
Incentive  Plan. The Company  continues to use the intrinsic fair value method under  Accounting  Principles  Board ("APB") Opinion No.
25 to account for the its stock-based  compensation plan;  therefore,  no compensation costs are recognized in the Company's  financial
statements for options granted.

         In accordance with SFAS No. 148 "Accounting for  Stock-Based  Compensation - Transition and  Disclosure",  the following table
presents (in  thousands)  what the  Company's  net loss would have been had the Company  determined  compensation  costs using the fair
value-based accounting method for the years ended December 31, 2003, 2002 and 2001.








                                                   For the Years Ended December 31,
                                    ----------------------------------------------------------------
                                            2003                 2002                  2001
                                    ----------------------------------------------------------------

Net Loss................................$       (21,331)   $    (77,641)        $     (40,416)
Stock-Based Compensation Cost,
   net of tax - fair value method.....              (88)           (151)                 (146)
                                    ----------------------------------------------------------------
Pro-Forma Net Loss..................    $       (21,419)   $    (77,792)        $     (40,562)
                                    ================================================================

         (m) Income Taxes - 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.

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

         The Financial  Accounting  Standards Board (FASB) issued SFAS No. 146  "Accounting for Costs  Associated With Exit or Disposal
Activities,"  in July 2002.  SFAS No. 146  requires  that a  liability  for a cost  associated  with an exit or  disposal  activity  be
recognized  when the liability is incurred.  SFAS No. 146 supercedes  the guidance of 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. The Company  recorded  restructuring  charges in 2003 in accordance with the provisions of SFAS No.
146.

         In January 2003, the FASB issued FASB  Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN 46"), which
requires  variable  interest  entities to be consolidated by the primary  beneficiary of the entity if certain criteria are met. FIN 46
is effective  immediately  for all new variable  interest  entities  created or acquired after January 31, 2003. For variable  interest
entities  created or acquired prior to February 1, 2003, the provisions of FIN 46 became  effective  during the fourth quarter of 2003.
The  Company  adopted  FIN 46 in January of 2003.  There was no impact to the  financial  position  and  results of  operations  of the
Company as a result of the adoption.

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

         In May 2003,  the FASB  issued SFAS No. 150,  "Accounting  For Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities  and Equity"  which  establishes  standards  for how an issuer of financial  instruments  classifies  and measures  certain
financial  instruments  with  characteristics  of both  liabilities  and  equity.  It  requires  that an issuer  classify  a  financial
instrument  that is within its scope as a liability (or an asset in some  circumstances)  if, at inception,  the monetary  value of the
obligation is based solely or  predominantly  on a fixed  monetary  amount known at inception,  variations in something  other than the
fair value of the issuer's  equity shares or variations  inversely  related to changes in the fair value of the issuer's equity shares.
This  Statement is effective for financial  instruments  entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period  beginning  after June 15, 2003. In accordance  with the  pronouncement,  the Company adopted the
standard on June 30, 2003.  At December  31, 2003,  the Company had $147.0  million of  redeemable  preferred  stock.  However,  as the
Company's  redeemable  preferred stock does not contain an unconditional  obligation requiring the Company to redeem it by transferring
assets at a specified or determinable  date, or upon an event certain to occur,  the adoption of SFAS No. 150 did not have an impact on
the Company's financial position or results of operations.

         In December of 2003, the FASB issued a revised SFAS No. 132 "Employers'  Disclosures  about Pensions and Other  Postretirement
Benefits".  The statement revises  employers'  disclosures about pension plans and other  postretirement  benefit plans but it does not
change the  measurement  or  recognition  of those  plans.  The revised SFAS No. 132 requires  additional  disclosures  to those in the
original SFAS 132 about the assets,  obligations,  cash flows, and net periodic benefit cost of defined pension plans and other defined
benefit  postretirement  plans.  The  statement  also  increases  quarterly  pension plan and  postretirement  benefit plan  disclosure
requirements.  Revised SFAS No. 132 domestic plan  disclosure  requirements  are effective for financial  statements  with fiscal years
ending after  December 15, 2003.  However,  disclosure of  information  about foreign plans  required by the Statement is effective for
fiscal  years  ending  after June 15,  2004.  The Company  adopted  this  statement  in December of 2003 and there was no impact to the
financial  position and results of  operations of the Company as a result of the  adoption.  See Notes (8) and (9) for the  disclosures
required by this pronouncement.

         (o) Use of Estimates - The preparation of financial  statements in conformity with accounting  principles  generally  accepted
in the  United  States  requires  management  to make  estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  disclosure of contingent  assets and  liabilities  at the date of the financial  statements  and the reported  amounts of
revenue and expenses during the reporting  period.  Estimates are used for, but not limited to:  customer  rebate accruals  included in
allowance for doubtful  accounts;  inventory  valuation;  restructuring  amounts;  asset  impairments;  goodwill  impairments;  pension
assumptions  and tax valuation  allowances.  Future events and their  effects  cannot be perceived  with  certainty.  Accordingly,  our
accounting  estimates require the exercise of management's  current best reasonable  judgment based on facts available.  The accounting
estimates used in the  preparation of the  consolidated  financial  statements  will change as new events occur,  as more experience is
acquired,  as more  information  is  obtained  and as the  Company's  operating  environments  change.  Accounting  policies  requiring
significant  management  judgments  include  those related to revenue  recognition,  inventory  valuation,  rebate  accruals,  goodwill
impairment,  restructuring  reserves,  tax valuation allowances,  pension benefit obligations and interest rate exposure.  While actual
results could differ from these estimates, management believes that these estimates are reasonable.

         (p) Accrued  Current  Liabilities  - Included in accrued  expenses as of December 31, 2003 and 2002 were  accrued  payroll and
other  employee  benefits of $12.2 million and $15.0  million,  respectively,  and accrued  interest of $14.7 million and $8.5 million,
respectively.

(3)  Restatements

         These  financial  statements  have been restated to reflect  adjustments  to the Company's  financial  information  previously
reported on Form 10-K for the years ended  December 31, 2003 and 2002,  as shown below.  The  restatements  also  impacted  each of the
quarterly  periods in the years ended  December 31, 2003 and 2002.  The restated  amounts for these quarters are presented in Note (18)
Quarterly Financial Data (Unaudited).

         In August 2004,  and  subsequent to the issuance of its  consolidated  financial  statements  for the year ended  December 31,
2003,  the Company  became  aware of issues  relating  to its Laon,  France  manufacturing  facility  following  the  departure  of the
facility's  financial  controller.  Following  this  discovery,  management  informed its Board of Directors and its Audit
Committee.  The Audit Committee,  with the assistance of outside legal advisors and accounting  consultants,  conducted a review of the
operations  and  financial  condition  of the  Company's  facility  in Laon,  France.  That  review and work  performed  by the Company
identified  certain  accounting  and  financial  reporting  improprieties  and  related  material  errors  in the  Company's  financial
statements,  all  related to the Laon,  France  facility.  The effects of the restatement are set forth below:







                                                                            For the year ended December 31,
                                                                           ----------------------------------
                                                                           ------------------ ---------------
                                                                                 2003              2002
                                                                                 ----              ----
Net Loss, as previously reported                                                   $(13,520)       $(71,776)
Understatements of product costs and expenses                                        (5,972)         (7,895)
Reductions in asset values to net realizable values                                    (980)           (938)
Underaccruals of liabilities                                                         (1,814)           (872)
Errors relating to Property, Plant and Equipment                                       (101)           2,634
Other                                                                                      -           (281)
Income Tax Impacts                                                                     1,056           1,487
                                                                                       -----           -----
Net Loss, as restated                                                              $(21,331)         $77,641
                                                                                   =========         =======

         Understatements  of product  costs and  expenses - Cost of Sales was  understated  by  underreporting  expenses  incurred  and
manufacturing  variances,  and by miscalculations  of the cost of products sold. The errors were reflected  primarily by underreporting
of accounts  payable and current  maturities of long-term debt and  overreporting  of cash and accounts  receivable in the consolidated
balance sheets.

         Reductions in asset values to net realizable  values - Assets  (primarily  accounts  receivable and  inventories)  that should
have been  written off or should have been  reported at reduced  amounts  were not  adjusted  in the  requisite  accounting  periods in
accordance with US GAAP.

         Underaccruals  of  liabilities  - Amounts  accrued for taxes other than income  taxes,  vacation  and other  employee  related
liabilities were understated in all periods.

         Errors  relating to  Property,  Plant and  Equipment - Property,  Plant and  Equipment  was  understated  due to errors in the
recording of depreciation expense and failure to capitalize assets in accordance with US GAAP.

         Income Tax Impacts - For 2002,  the deferred  income tax liability was reduced based on the revised  results of operations and
the related  balance  sheet  impacts.  After  evaluation of the deferred  income tax asset  calculated as a result of the restated 2003
results of  operations,  the Company  determined  that it could not  conclude  that it was "more likely than not" that the deferred tax
asset would be realized,  and  accordingly,  recorded a valuation  allowance equal to the deferred tax asset. The Company also recorded
a receivable related to overpayments of income taxes in 2003.

         The following  table presents the impact of the  restatement  adjustments  discussed  above on the  Consolidated  Statement of
Operations for the years ended December 31, 2003 and 2002:








                                                                     For the Years Ended December 31,
                                                  -----------------------------------------------------------------------
                                                                                      -----------------------------------
                                                                 2003                                2002
                                                  ----------------------------------- -----------------------------------
                                                    AS RESTATED            AS           AS RESTATED            AS
                                                                    PREVIOUSLYREPORTED                  PREVIOUSLYREPORTED
Net Sales                                               $  823,442       $   822,896        $  796,557       $   796,500

Cost of Sales                                              745,827           735,472           717,022           710,395
                                                  ----------------- ----------------- ----------------- -----------------
     Gross profit
                                                            77,615            87,424            79,535            86,105

Selling, General and Administrative Expenses                35,986            36,665            38,474            37,853

Special Charges                                                382               612             8,921             8,705
                                                  ----------------- ----------------- ----------------- -----------------
     Operating income
                                                            41,247            50,147            32,140            39,547

Interest Expense                                            54,411            54,444            51,278            51,333

Bank Financing Fees                                          6,118             6,118             4,051             4,051
                                                  ----------------- ----------------- ----------------- -----------------
     Loss before income taxes
                                                          (19,282)          (10,415)          (23,189)          (15,837)

Provision for Income Taxes                                   2,049             3,105            36,150            37,637
                                                  ----------------- ----------------- ----------------- -----------------
     Loss from operations before cumulative
    effect of accounting change                           (21,331)          (13,520)          (59,339)          (53,474)
Cumulative Effect of Change in Accounting
    Principle                                                    -                 -          (18,302)          (18,302)
                                                  ----------------- ----------------- ----------------- -----------------
Net Loss
                                                          (21,331)          (13,520)          (77,641)          (71,776)

Preferred Stock Dividend Requirement                      (13,821)          (13,821)          (12,521)          (12,521)
                                                  ----------------- ----------------- ----------------- -----------------
Net Loss Available for Common Stockholders             $  (35,152)       $  (27,341)       $  (90,162)       $  (84,297)
                                                  ================= ================= ================= =================


         The following table presents the impact of the restatement  adjustments  discussed above on the Consolidated  Balance Sheet on
a condensed basis for the years ended December 31, 2003 and 2002:









                                                                               As of December 31,
                                                         ----------------------------------------------------------------
                        ASSETS                                        2003                            2002
                                                         ----------------------------------------------------------------
CURRENT ASSETS:                                           AS RESTATED          AS          AS RESTATED          AS
                                                                         PREVIOUSLYREPORTED               PREVIOUSLYREPORTED
     Cash and cash equivalents                                $  22,964       $  23,540        $  11,690       $  11,790

     Accounts receivables, net of allowances                     81,393          87,609           89,320          89,986

     Inventories                                                 95,140          95,545          105,195         105,635

     Other current assets                                        14,713          14,402           21,807          22,196
                                                         --------------- --------------- ---------------- ---------------
          Total current assets
                                                                214,210         221,096          228,012         229,607

PROPERTY, PLANT AND EQUIPMENT, less accumulated
depreciation and amortization                                   247,489         243,373          244,541         241,674


OTHER NON-CURRENT ASSETS                                        112,719         112,719          107,560         107,545

                                                         --------------- --------------- ---------------- ---------------
          Total assets                                        $ 574,418      $  577,188       $  580,113       $ 578,826
                                                         =============== =============== ================ ===============

         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and capital
lease       obligations                                      $   23,457      $   19,499       $   28,450      $   26,153
Accounts payable
                                                                 98,411          90,851          100,225          94,537
Accrued expenses
                                                                 50,695          46,485           52,466          51,446
Other current liabilities                                         3,774           4,671           12,312          12,948
                                                         --------------- --------------- ---------------- ---------------
          Total current liabilities
                                                                176,337         161,506          193,453         185,084

LONG TERM DEBT
                                                                535,767         535,767          523,529         523,529

OTHER LONG-TERM LIABILITIES
                                                                 77,271          78,865           80,006          80,926
                                                         --------------- --------------- ---------------- ---------------

          Total liabilities
                                                                789,375         776,138          796,988         789,539

PREFERRED STOCK
                                                                146,954         146,954          133,133         133,133

STOCKHOLDERS' EQUITY (a)                                      (361,911)       (345,904)        (350,008)       (343,846)
                                                         --------------- --------------- ---------------- ---------------
           Total liabilities and stockholders' equity        $  574,418      $  577,188       $  580,113      $  578,826
                                                         =============== =============== ================ ===============

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

(4)   Special Charges

         The Company initiated several  restructuring  programs in 2001,  consisting of a voluntary  termination program offered to all
corporate  office  salaried  employees,  the closure of six  manufacturing  facilities and the  consolidation  of two Georgia  plastics
facilities into a new plastics plant in Atlanta,  Georgia.  2002 included a  restructuring  charge related to the sale of the Daegling,
Germany  facility,  and during both 2002 and 2003, net  restructuring  charges were recorded  related to employee  separation costs and
reassessments of previously established reserves.  The activity is further explained below.

2003
----

         During  2003,  the Company  recorded a net charge of $0.4  million  related to  restructuring.  The net charge of $0.4 million
consists of new  restructuring  reserves of $2.2  million  less  reversals of $1.8  million due to the  reassessment  of  restructuring
reserves  established in 2001. The 2003 net charge included employee  separation costs in the U.S. and Europe, and an early termination
program in one European  facility.  In addition,  previously  established  reserves were  reassessed,  resulting in a charge related to
increased  severance  costs for a  previously  terminated  employee at May  Verpackungen,  offset by a reserve  reversal  primarily  in
connection with the Burns Harbor 2002 facility  closing.  While the majority of the  restructuring  initiatives  have been completed in
2002,  certain portions of the programs were not completed until 2003.  Certain long-term  liabilities  (approximately  $4.5 million as
of December 31, 2003),  consisting  primarily of employee  termination  costs and future ongoing  facility  carrying costs will be paid
over many years.

         Total cash  payments in the twelve  months  ended  December 31, 2003 were $8.8  million and the Company  anticipates  spending
another $7.9 million over the next several years. The remainder of the reserve  consisted  primarily of employee  termination  benefits
paid over time for  approximately  18 salaried and 42 hourly  employees  (approximately  600 positions were  originally  identified for
elimination), and other ongoing facility carrying costs.

         The table below presents the reserve categories and related activity as of December 31, 2003:

      (in millions)                                                Cash Deductions      Other (b)        December 31, 2003
                           January 1, 2003           Net
                               Balance           Additions(c)                                                 Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                    $9.4                                 ($6.0)             $0.4               $4.3
                                                     $0.5
Facility Closing Costs                  6.5              (0.1)               (2.8)                -                     3.6
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $15.9                                 ($8.8)             $0.4                $7.9 (a)
                                                     $0.4
                           =================    ===============    ================    =============    ====================
                           =================    ===============    ================    =============    ====================


(a)                                                                Includes $4.5 million classified as other long-term liabilities as
     of December 31, 2003.
(b)                                                                Non-cash foreign currency translation impact
(c)                                                                Includes reversals of $1.8 million due to the re-assessment of
     reserves

2002
----

         During  2002,  the Company  recorded a net charge of $8.9  million  related to  restructuring.  The net charge of $8.9 million
consists of new  restructuring  reserves  of $12.1  million  less  reversals  of $3.2  million due to the  reassessment  of  previously
established  reserves.  The 2002 net charge  included a  reassessment  of the  restructuring  reserves  established  in 2001,  position
elimination  costs and the loss on the sale of the Daegeling,  Germany facility.  While the majority of the  restructuring  initiatives
were completed in 2002,  certain  portions of the programs were not completed until 2003, and the Company did not expect to realize the
full earnings  benefits until 2004.  Certain long-term  liabilities  (approximately  $3.7 million as of December 31, 2002),  consisting
primarily of employee termination costs and future ongoing facility carrying costs will be paid over many years.

         Total cash  payments in the twelve  months ended  December 31, 2002 were $20.8  million and the Company  anticipated  spending
another $15.9 million over the next several years. The remainder of the reserve consisted  primarily of employee  termination  benefits
paid over time for  approximately  52 salaried and 67 hourly  employees  (approximately  600 positions were  originally  identified for
elimination), and other ongoing facility  carrying costs.







The table below presents the reserve categories and related activity as of December 31, 2002:


                           January 1, 2002           Net                                                 December 31, 2002
      (in millions)            Balance           Additions(d)       Deductions(c)       Other (b)             Balance
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Employee Separation                   $21.2               $5.1             ($17.6)             $0.7                 $9.4

Facility Closing Costs                 10.7                3.8               (9.6)              1.6     6.5
                           -----------------    ---------------    ----------------    -------------    --------------------
                           -----------------    ---------------    ----------------    -------------    --------------------
Total                                 $31.9               $8.9             ($27.2)             $2.3                $15.9
                                                                                                                (a)
                           =================    ===============    ================    =============    ====================
                           =================    ===============    ================    =============    ====================


(a)   Includes $3.7 million classified as other long-term liabilities as of December 31, 2002.
(b)  Non-cash foreign currency translation impact and the reversal of $1.5 million of asset write-offs previously expensed in the
     2001 restructuring.
(c)   Includes cash payments of $20.8 million.  The remaining non-cash deductions represent increased pension and post-retiree
     benefits transferred to Other Long-Term Liabilities (see Notes 8 & 9) and the non-cash loss recorded on the sale of the Daegeling
     facility.
(d)   Includes reversals of $3.2 million due to the re-assessment of reserves.

2001
----

         The Company initiated several  restructuring  programs in 2001,  consisting of a voluntary  termination program offered to all
corporate  office  salaried  employees,  the closure of six  manufacturing  facilities and the  consolidation  of two Georgia  plastics
facilities into a new plastics plant in Atlanta, Georgia.

         During  2001,  the Company  closed a paint can  manufacturing  facility  and a warehouse  in  Baltimore,  Maryland  and ceased
operations in Dallas,  Texas.  Also in connection with the restructuring  programs  established in 2001, during 2002 the Company closed
a Custom & Specialty plant located in the Baltimore,  Maryland area,  closed the Southall,  England  manufacturing  facility and closed
the Burns  Harbor,  Indiana  lithography  facility.  The Company has also closed two  plastics  facilities  in Georgia and  transferred
production  to a new  facility in Atlanta,  Georgia.  The closure of the Burns  Harbor,  Indiana  lithography  facility,  in the fourth
quarter of 2002 substantially completed the restructuring program established in 2001, as originally planned.

(5)  Acquisitions

         On February 20, 2001,  certain  assets of Olive Can Company,  a Custom & Specialty  manufacturer,  were  acquired for net cash
consideration of $4.2 million. The Olive acquisition is not material to the Company's operations or financial position.

         In March 1998,  a European  Subsidiary  acquired a 36.5% equity  interest in Formametal  S.A.  ("Formametal"),  an aerosol can
manufacturer  located in  Argentina,  for  $4.6 million.  Including  the  initial  investment,  the  Company  has made  advances to and
investments  in  Formametal  totaling  $19.8  million.  The Company has also  provided a $7.5  million loan to  Formametal,  payable in
installments through March 31, 2007.

         In January 2002,  Argentina enacted legislation which, among other things,  repealed the one to one U.S. dollar to Argentinean
peso exchange rate. The Company has determined  that the  Argentinean  peso  denominated  portion of the investment in Formametal  will
not be settled in the foreseeable  future and therefore has reduced the investment  balance by $15.7 million with an offsetting  charge
to accumulated other comprehensive loss, representing the impact of the devaluation.







(6)  Debt Obligations

         Long-term debt obligations of the Company at December 31, 2003 and 2002 consisted of the following (000's omitted):

                                                                                                  2003           2002
                                                                                                  ----           ----
Senior debt -
      Revolving line of credit at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................    $      42,100   $      69,700
      Tranche A term loan at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................           38,706          66,000
      Tranche B term loan at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................          130,175         177,750
      Tranche C term loan at adjustable interest rate, based on market rates,
        due January 4, 2006............................................................           20,000          20,000
      Senior Secured Series B Notes at 10 7/8% interest rate, due July 15, 2010........          125,000               -
      Secured term loan at  (a) adjustable interest rate, based on LIBOR rates,
        at December 31, 2003 and (b) at fixed rate of 8.5% at December 31, 2002,
        due May 2004...................................................................           16,529          18,220
      Revolving lines of credit, bank overdrafts and other short term borrowings,
         at adjustable interest rates, based on market rates...........................            4,548          18,588
      Industrial revenue bonds at adjustable interest rate, based on market rates,
        due February 1, 2015...........................................................            4,000           4,000
      Capital lease obligations........................................................              788           1,867
      Secured term loan at adjustable interest rate, based on market rates,
          due serially to February 1, 2009 ............................................            4,814               -
Senior Subordinated Series B Notes at 12 3/8% interest rate, due October 1, 2010.......          171,710         175,000
Senior Subordinated Series B Notes at 10 1/8% interest rate, due October 15, 2006......              854             854
                                                                                           -------------   -------------
      Total Debt.......................................................................          559,224         551,979
      Less--Current maturities.........................................................          (23,457)        (28,450)
                                                                                           --------------  --------------
Total long-term debt...................................................................    $     535,767   $     523,529
                                                                                           =============   =============

         In connection with a recapitalization  of the Company in 2000, United States Can Company,  as Borrower,  entered into a Credit
Agreement among United States Can, U.S. Can Corporation and Domestic  Subsidiaries of U.S. Can Corporation as Domestic Guarantors,  and
certain  lenders  including Bank of America,  N.A.,  Citicorp  North America,  Inc., and Bank One NA as of October 4, 2000 (the "Senior
Secured  Credit  Facility").  The Senior  Secured  Credit  Facility  provides  for Tranche A,  Tranche B and Tranche C term loans and a
$110.0 million revolving credit facility.

         On July 22, 2003,  United  States Can Company  completed an offering of $125 million of 10 7/8% Senior  Secured Notes due 2010
("Second  Priority Senior Secured Notes").  The Notes are secured,  on a second priority basis, by substantially  all of the collateral
that  currently  secures the Company's  Senior Secured Credit  Facility.  The Company used the $125 million in proceeds  generated from
the  offering  to prepay  $23.3  million  of its  Tranche A term  loan,  $46.7  million  of its  Tranche B term loan and to reduce  its
borrowings  under its revolving  credit facility by $55.0 million.  The repayments  under the revolving  credit facility did not reduce
the $110.0 million amount  available for borrowings under the facility.  The prepayments  under the Tranche A term loan were applied in
direct order of maturity and eliminated quarterly principal payments through December 2004.

         The Company also amended its Senior  Secured  Credit  Facility to permit the offering of the Second  Priority  Senior  Secured
Notes and adjust certain  financial  covenants,  among other things.  These  amendments  also permit,  from time to time and subject to
certain  conditions,  the  Company  to make  borrowings  under its  revolving  credit  facility  for  repurchases  of a portion  of its
outstanding 12 3/8% senior  subordinated  notes.  The Company has paid  approximately  $6.9 million of fees and expenses related to the
offering and senior secured credit  facility  amendment  through  December 31, 2003.  These fees (net of the $1.5 million that has been
expensed as discussed below) will be amortized over the life of the applicable borrowings.

         Bank financing fees include the amortization of deferred financing fees and, in 2003, $1.5 million of fees related to the
amendment of the Senior Secured Credit Facility that were paid and expensed by the Company.

         Amounts  outstanding under the Senior Secured Credit Facility bear interest at a rate per annum equal to either:  (1) the base
rate (as defined in the Senior Secured Credit  Facility) or (2) the LIBOR rate (as defined in the Senior Secured Credit  Facility),  in
each case, plus an applicable  margin.  The applicable margins were increased in connection with the 2001 amendments and are subject to
future  reductions  based on the  achievement  of certain  leverage ratio targets and on the credit rating of the Senior Secured Credit
Facility.  The 2003 average interest rate on borrowings under the Senior Secured Credit Facility was 5.2%.

         Borrowings  under the  Tranche A term loan are due and  payable in  quarterly  installments,  beginning  in the first  quarter
2005. The payments in the first three quarters of 2005 will be  approximately  $3.5 million per quarter,  and $7.1 million will be paid
in the fourth  quarter of 2005.  Borrowings  under the Tranche B term loan are due and  payable in  quarterly  installments  of nominal
amounts.  The balance under the Tranche A and Tranche B term loans is due in January 2006. No payments are due on borrowings  under the
Tranche C term loan prior to its final  maturity.  The revolving  credit  facility is available  until  January 4, 2006.  Additionally,
the Senior Secured Credit Facility  requires a prepayment in the event that excess cash flow (as defined) exists and following  certain
other events, including asset sales and issuances of debt and equity.

         The Senior  Secured  Credit  Facility is secured by a first  priority  security  interest in all existing  and  after-acquired
assets of the Company and its direct and  indirect  domestic  subsidiaries'  existing and  after-acquired  assets,  including,  without
limitation,  real property and all of the capital stock of its direct and indirect  domestic  subsidiaries  (including  certain capital
stock of their direct foreign  subsidiaries only to the extent permitted by applicable law). In addition,  if loans are made to foreign
subsidiaries, they will be secured by the existing and after-acquired assets of certain of our foreign subsidiaries.

         At December 31, 2003,  $42.1 million had been borrowed under the $110.0  million  revolving loan portion of the Senior Secured
Credit Facility.  Letters of Credit of $13.3 million were also outstanding  securing the Company's  obligations under various insurance
programs and other contractual agreements.

         United States Can has  outstanding  $125.0  million  aggregate  principal  amount of 10 7/8% Senior Secured Notes due July 15,
2010.  The 10 7/8% Senior  Secured Notes are secured  obligations,  on a second  priority  basis behind the lenders under the Company's
Senior Secured Credit  Facility,  of United States Can and are senior in right of payment to all of United States Can's  unsubordinated
indebtedness.  The 10 7/8% Senior  Secured Notes are  guaranteed  on a senior  secured basis by U.S. Can and all of United States Can's
domestic restricted subsidiaries.

         United States Can also has $171.7  million  aggregate  principal  amount of 12 3/8% Senior  Subordinated  Notes due October 1,
2010  ("Notes").  The Notes are unsecured  obligations of United States Can and are  subordinated  in right of payment to all of United
States  Can's  senior  indebtedness.  The  Notes  are  guaranteed  by U.S.  Can and all of  United  States  Can's  domestic  restricted
subsidiaries.  During  December  2003, in accordance  with the amended Senior Secured Credit  Facility,  the Company  repurchased  $3.3
million  face value 12 3/8% Senior  Subordinated  Notes at a discount,  plus  accrued  interest.  A gain of $0.2 million from the early
extinguishment  of the 12 3/8% Senior  Subordinated  Notes,  related to the discount and net of related  deferred  financing costs, was
recorded in operating income.

         The Senior  Secured Credit  Facility,  the 10 7/8% Senior  Secured Notes and the 12 3/8% Senior  Subordinated  Notes contain a
number of financial and  restrictive  covenants.  Under our Senior  Secured  Credit  Facility,  the Company is required to meet certain
financial tests,  including  achievement of a minimum EBITDA level, a minimum interest  coverage ratio, a minimum fixed charge coverage
ratio and a maximum  leverage  ratio.  The  restrictive  covenants  limit the  Company's  ability to incur debt,  pay dividends or make
distributions,  sell assets or consolidate  or merge with other  companies.  As of December 31, 2003, the Company  reported that it was
in compliance  with its covenants under the  aforementioned  facilities.  On a restated  basis,  the Company was not in compliance with
certain of its financial  ratios under the Senior  Secured  Credit  Facility;  however,  subsequent  to December 31, 2003,  the Company
refinanced  its senior debt and was in  compliance  with the  financial  covenants  of its new senior debt  facility  for all  relevant
periods.

            On November 13, 2003, May finalized the terms of a two-year  accounts  receivable  factoring  arrangement.  Under the terms
of the  agreement,  May factors its  customer  accounts  receivable,  subject to a maximum of(euro)12  million of  receivables.  May pays a
nominal  factoring fee and an interest  charge for amounts  advanced to May that have not been paid by the customer to the factor.  May
received  its  initial  draw  under the  factoring  agreement  in  December  2003 and used a  portion  of this draw to repay all of its
borrowings under two bank  facilities.  In addition,  one of May's lenders agreed to extend the existing  facility for borrowings up to
(euro)1.3 million through June 30, 2004.  Borrowings under the extended facility are secured by one manufacturing plant.

         In addition,  in December  2003,  the Company  financed  capital  equipment  under a $4.8  million term loan,  due serially to
February 1, 2009.

         Under  existing  agreements,  contractual  maturities  of long-term  debt as of  December 31,  2003  (including  capital lease
obligations), are as follows (000's omitted):

      2004............................................................................................    $      23,457
      2005............................................................................................           19,233
      2006............................................................................................          213,772
      2007............................................................................................            1,002
      2008............................................................................................            1,050
      Thereafter......................................................................................          300,710
                                                                                                          -------------
                                                                                                          $     559,224
                                                                                                          =============

         See Note (10) for  further  information on  obligations  under capital  leases.  Other debt not  previously  described  above,
consisting of various  governmental  loans,  foreign debt and secured  equipment notes bearing  interest at rates between 1.2% and 5.1%
mature at various times through 2015, and were used to finance the expansion of several manufacturing facilities.

         As required under the Company's Senior Secured Credit Facility,  in 2000, a portion of the Company's  interest rate risks were
hedged by entering into swap and collar  agreements.  The  agreements  expired on October 10, 2003. The interest rate swaps and collars
were entered into when interest rates were higher than current rates.  Accordingly,  these  contracts were  "out-of-the-money"  and the
Company paid $5.8 million in 2002 and $5.1 million in 2003 through the October 10, 2003 expiration date of the agreements.

         In an effort to limit foreign  exchange risks, and as required by the Credit  Agreement,  the Company had entered into several
forward hedge  contracts.  The payments due on the secured term loan used to finance the  acquisition  of the Merthyr  Tydfil  facility
were hedged by a series of British  Pound/Dollar  forward  contracts.  Pursuant to the  agreement  under which the  contracts  had been
issued,  the  counterparty  elected to terminate the contracts in January 2003. In connection  with the  termination,  the Company paid
$1.0 million to the counterparty, which is reflected in 2003 interest expense in accordance with the original contract terms.

         Based upon borrowing  rates  currently  available to the Company for borrowings  with similar terms and  maturities,  the fair
value  of  the  Company's  total  debt  was  approximately  $546.2  million  and  $455.5 million  as of  December 31,  2003  and  2002,
respectively.  No quoted market value is available  (except on the 12 3/8%  Notes and 10 7/8% Notes).  These  amounts,  because they do
not include  certain  costs such as  prepayment  penalties,  do not represent the amount the Company would have to pay to reacquire and
retire all of its outstanding debt in a current transaction.

         The  Company  paid  interest  on  borrowings  of  $48.5 million,  $56.1 million  and  $55.2 million  in 2003,  2002 and  2001,
respectively.  Accrued  interest  payable of $14.7  million,  $8.5 million and $11.9  million as of December  31,  2003,  2002 and 2001
respectively, is included in accrued expenses on the consolidated balance sheet.







(7)  Income Taxes

         The  provision  (benefit) for  income taxes before  extraordinary  items and the  cumulative  effect of a change in accounting
principle consisted of the following (000's omitted):

                                                                          2003                    2002            2001
                                                                          ----                    ----            ----
   Current
       U.S.........................................................    $        241        $        --     $          --
         Foreign...................................................           1,519              1,148             1,335

   Deferred
          U.S. ....................................................          (1,059)               490           (19,789)
            Foreign................................................         (14,876)           (10,206)           (4,580)

   Valuation Allowance.............................................          16,224             44,718                --
                                                                       ------------        -----------     -------------
       Total.......................................................    $      2,049        $    36,150     $     (23,034)
                                                                       ============        ===========     ==============

         Due to a history of operating losses in certain  countries  coupled with the deferred tax assets that arose in connection with
the  restructuring  programs and goodwill  impairment  charges,  the Company has  determined  that it cannot  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,  starting in the fourth quarter of 2002, the Company began establishing  valuation  allowances to provide for the
estimated  unrealizable  amount of its net deferred tax assets  related to certain  foreign  operations.  The Company will  continue to
assess the valuation  allowance  and, to the extent it is determined  that such  allowance is no longer  required,  these  deferred tax
assets will be  recognized  in the future.  The  provision  for income taxes above  excludes the tax impact of the goodwill  impairment
charge recorded in 2002 of $20.8 million (see Note 15).

         The Company received refunds of $0.1 million, $4.9 million and $0.3 million in 2003, 2002 and 2001 respectively.

         The  components  of income  (loss)  before  income taxes for the three years ended  December  31, 2003,  2002 and 2001 were as
follows (000's omitted):
                                                                          2003                    2002            2001
                                                                          ----                    ----            ----

   U.S.............................................................    $      3,625        $    (1,726)    $     (44,839)
   Foreign.........................................................         (22,907)           (21,463)          (18,611)
                                                                       -------------       ------------    --------------
       Income (loss) before income taxes...........................    $    (19,282)       $   (23,189)    $     (63,450)
                                                                       =============       ============    ==============

         A reconciliation  of the difference  between taxes on pre-tax income from continuing  operations  before the cumulative effect
of a change in accounting  principle and computed at the Federal  statutory  rate and the actual  provision  (benefit) for  such income
taxes for the years presented were as follows (000's omitted):

                                                                          2003                    2002            2001
                                                                          ----                    ----            ----

Tax provision (benefit) computed at the statutory rates............    $     (6,558)       $    (7,885)    $     (21,573)
Permanent differences..............................................          (3,277)               214               398
Reassessment of reserves for liabilities...........................          (2,474)                 -                 -
Incremental foreign taxes..........................................          (1,835)                 -                 -
State and local taxes, net of Federal tax effect...................             264               (880)           (1,601)
Valuation allowance................................................          16,224             44,718                --
Other, net.........................................................            (296)               (17)             (258)
                                                                       -------------       ------------    --------------
   Provision (benefit) for income taxes............................    $      2,048        $    36,150     $     (23,034)
                                                                       ============        ===========     ==============







         Deferred  income  taxes are  determined  based on the  estimated  future tax  effects of  differences  between  the  financial
statement and tax bases of assets and  liabilities  given the  provisions of the enacted tax laws.  Significant  temporary  differences
representing  deferred income tax benefits and obligations  consisted of the following (including $1.0 and $1.7 million of deferred tax
liabilities included in Other Long-Term Liabilities as of December 31, 2003 and 2002, respectively) (000's omitted):

                                                                 December 31, 2003                December 31, 2002
                                                                 -----------------                -----------------
                                                            Benefits       Obligations        Benefits       Obligations
                                                            --------       -----------        --------       -----------

Restructuring reserves..................................  $       2,638              --    $     5,560                --
Goodwill ...............................................         15,083              --         15,305                --
Retirement and post-employment benefits.................         22,956              --         26,534                --
Accrued liabilities.....................................          5,831              --          8,528                --
Tax credit carry-forwards...............................          5,997              --          6,112                --
Capitalized leases......................................            307              --             --              (930)
Property and equipment..................................             --         (30,543)            --           (24,528)
Inventory valuation reserves............................             --          (6,466)            --            (6,054)
U.S. Federal net operating losses.......................         33,022              --         26,564                --
U.S. State net operating losses.........................          4,681              --          4,177                --
Foreign net operating losses............................         46,499              --         19,093                --
Other...................................................          2,526          (4,540)         2,445            (2,718)
                                                          -------------    -------------   -----------    ---------------
     Total deferred income tax benefits (obligations)...        139,540         (41,549)       114,318           (34,230)
Valuation allowance.....................................        (67,394)            --         (44,718)               --
                                                          ---------------  ------------    ---------------        -----
     Total .............................................     $   72,146     $   (41,549)  $     69,600       $   (34,230)
                                                             ===========     =============  ===========       ============

         The majority of the Company's tax credit  carry-forwards  ($5.2 million) have no expiration  and the remaining  carry-forwards
expire at various  times  between 2004 and 2010.  The Company's  U.S. net  operating  losses  expire as follows:  $0.4 million in 2019,
$25.7 million in 2020,  $29.7  million in 2021,  $36.4  million in 2022 and $20.7  million in 2023 and  management  believes it is more
likely than not that the tax benefit of the net  deferred  tax assets will be  realized  prior to  expiration.  The Company has foreign
net  operating  loss  carryforwards  in Germany  and the United  Kingdom,  which have no  expiration  date.  The  Company  also has net
operating loss  carryforwards  in France that expire through 2008.  However,  the Company has recorded a valuation  reserve against the
full amount of its foreign net operating loss carryforwards.

         The  Company  does not provide  for U.S.  income  taxes  which  would be payable if  undistributed  earnings  of the  European
Subsidiaries  were remitted to the U.S. because the Company either considers these earnings to be invested for an indefinite  period or
anticipates  that if such earnings  were  distributed,  the U.S.  income taxes  payable  would be  substantially  offset by foreign tax
credits.  There were no unremitted earnings at December 31, 2003 or 2002.

(8)  Employee Benefit Plans

         The Company maintains separate  noncontributory  defined benefit and defined contribution pension plans covering most domestic
hourly  employees and all domestic  salaried  personnel,  respectively.  It is the Company's policy to fund accrued pension and defined
contribution plan costs in compliance with ERISA or the applicable foreign requirements.

         The following tables present the changes in the projected benefit  obligations for the plan years ended December 31,  2003 and
2002 (000's omitted):







U.S.
----
                                                                                              2003               2002
                                                                                              ----               ----

Projected benefit obligation at the beginning of the year............................    $      39,910    $      33,304
Net increase (decrease) during the year attributed to:
   Service cost......................................................................              910              860
   Interest cost.....................................................................            2,510            2,387
   Actuarial losses  ................................................................              791            3,028
   Benefits paid.....................................................................           (2,037)          (2,055)
   Plan amendments...................................................................               --              286
   Plan curtailment (a) .............................................................                     --               959
   Special termination benefit (a)...................................................               --            1,141
                                                                                         -------------    -------------
Net increase during the year.........................................................            2,174            6,606
                                                                                         -------------    -------------
Projected benefit obligation at the end of the year..................................    $      42,084    $      39,910
                                                                                         =============    =============

(a) The plan  curtailment  benefit  and  special  termination  benefit in 2002 are  associated  with the  closure  of the Burns  Harbor
lithography facility.

Non-U.S.
--------
                                                                                              2003               2002
                                                                                              ----               ----

Projected benefit obligation at the beginning of the year............................    $      68,628    $      56,790
Net increase during the year attributed to:
   Service cost......................................................................              359              635
   Interest cost.....................................................................            4,269            3,224
   Actuarial losses  ................................................................            2,750            5,259
   Benefits paid.....................................................................           (4,468)          (2,679)
Plan amendments......................................................................               32              119
   Plan curtailment (a) .............................................................               --          (1,003)
   Foreign currency translation impact...............................................            8,165            6,283
                                                                                         -------------    -------------
Net increase during the year.........................................................           11,107           11,838
                                                                                         -------------    -------------
Projected benefit obligation at the end of the year..................................    $      79,735    $      68,628
                                                                                         =============    =============

(a)  The plan curtailment in 2002 is associated with the closure of the Southall, U.K. facility.

         The  following  tables  present the changes in the fair value of net assets  available  for plan  benefits  for the plan years
ended December 31, 2003 and 2002 (000's omitted):

U.S.
----
                                                                                                  2003           2002
                                                                                                  ----           ----

Fair value of plan assets at the beginning of the year..................................    $     27,544     $    32,104
Increase (decrease) during the year:
   Return on plan assets................................................................           5,827          (2,505)
   Sponsor contributions................................................................           1,116              --
   Benefits paid........................................................................          (2,037)         (2,055)
                                                                                            --------------   ------------
Net increase (decrease) during the year.................................................           4,906          (4,560)
                                                                                            ------------     ------------
Fair value of plan assets at the end of the year........................................    $     32,450     $    27,544
                                                                                            ============     ===========







Non-U.S.
--------
                                                                                                  2003           2002
                                                                                                  ----           ----

Fair value of plan assets at the beginning of the year..................................    $     38,826     $    43,431
Increase (decrease) during the year:
   Return on plan assets................................................................           7,254          (7,474)
   Sponsor contributions................................................................           3,262             845
   Participant contributions............................................................              32             119
   Benefits paid........................................................................          (4,468)         (2,679)
   Foreign currency translation impact..................................................           4,251           4,584
                                                                                            -------------    -----------
Net increase (decrease) during the year.................................................          10,331          (4,605)
                                                                                            ------------     ------------
Fair value of plan assets at the end of the year........................................    $     49,157     $    38,826
                                                                                            ============     ===========

         The following  tables set forth the funded status of the Company's  defined benefit  pension plans,  at December 31,  2003 and
2002 (000's omitted):

U.S.
----
                                                                                                  2003           2002
                                                                                                  ----           ----
Actuarial present value of benefit obligation --
      Vested benefits...................................................................    $    (39,071)    $   (34,921)
      Nonvested benefits................................................................          (3,013)         (4,989)
                                                                                            -------------    ------------
   Accumulated benefit obligation.......................................................         (42,084)        (39,910)  Fair   value
of plan assets..........................................................................          32,450          27,544
                                                                                            ------------     -----------
   Fair value of plan assets in excess of accumulated benefit obligation................          (9,634)        (12,366)
   Unrecognized net loss................................................................           5,433           8,464
   Unrecognized prior-service costs.....................................................           2,553           2,929   Net   amount
                                                                                            ------------     -----------
recognized..............................................................................    $     (1,648)    $      (973)
                                                                                            =============    ============
Amounts recognized in the consolidated balance sheet consist of:
   Accrued benefit liability............................................................    $     (9,634)    $   (12,366)
   Intangible asset.....................................................................           2,553           2,930
   Deferred tax asset.................................................................             2,119           3,395
   Accumulated other comprehensive income...............................................           3,314           5,068
                                                                                            ------------     -----------
Net amount recognized...................................................................    $     (1,648)    $      (973)
                                                                                            =============    ============

Non-U.S.
--------
                                                                                                  2003           2002
                                                                                                  ----           ----
Actuarial present value of benefit obligation --
      Vested benefits...................................................................    $    (79,418)    $   (68,569)
      Nonvested benefits................................................................            (221)             (6)
                                                                                            -------------    ------------
Accumulated benefit obligation..........................................................         (79,639)        (68,575)
Additional amounts related to projected increases in compensation levels................             (96)            (53)
                                                                                            -------------    ------------
   Projected benefit obligation.........................................................         (79,735)        (68,628)
   Fair value of plan assets.............................................................         49,157          38,826
                                                                                            ------------     -----------
   Fair value of plan assets in excess of projected benefit obligation..................         (30,578)        (29,802)
   Unrecognized net loss................................................................          26,658          26,354
                                                                                            ------------     -----------
   Net amount recognized................................................................    $     (3,920)    $    (3,448)
                                                                                            =============    ============
Amounts recognized in the consolidated balance sheet consist of:
   Accrued benefit liability............................................................    $    (30,221)    $   (29,654)
   Deferred tax asset (a).............................................................             9,206           9,172
   Accumulated other comprehensive income...............................................          17,095          17,034
                                                                                            ------------     -----------
   Net amount recognized................................................................    $     (3,920)    $    (3,448)
                                                                                            =============    ============

(a)  Prior to recognition of valuation allowance.

         The net periodic pension cost was as follows (000's omitted):

U.S.
----
                                                                              2003              2002             2001
                                                                              ----              ----             ----

    Service cost.......................................................   $         910    $          860    $       886
    Interest cost......................................................           2,510             2,387          2,399
    Return on assets...................................................          (2,276)           (2,644)        (2,981)
Amortization of unrecognized transition obligation.....................              --                --              2
    Recognized loss....................................................             272                --            250
    Recognized prior service cost .....................................             376               392            372
    Curtailment loss and special termination benefits (a)..............              --             2,247             --
                                                                          -------------    --------------    -----------
    Net periodic pension cost..........................................   $       1,792    $        3,242    $       928
                                                                          =============    ==============    ===========

(a) The  curtailment  loss and special  termination  benefits  in 2002  include a plan  curtailment  benefit of $1.0  million,  special
termination  benefit of $1.1 million,  and recognition of prior service cost of $0.1 million,  associated with the closure of the Burns
Harbor lithography facility.

Non-U.S.
--------
                                                                              2003              2002             2001
                                                                              ----              ----             ----

    Service cost.......................................................   $         359    $          635    $       717
    Interest cost......................................................           4,269             3,224          2,786
    Return on assets...................................................          (2,974)           (3,301)        (3,358)
    Recognized loss....................................................             895               235             --
                                                                          -------------    --------------    -----------
    Net periodic pension cost..........................................   $       2,549    $          793    $       145
                                                                          =============    ==============    ===========

         The projected  benefit  obligation as of December 31, 2003, 2002 and 2001 was determined using the following  assumed discount
rates and expected long-term rate of return on plan assets:

U.S.                                                                          2003              2002             2001
----                                                                          ----              ----             ----

    Discount Rate......................................................       6.25%            6.75%            7.25%
    Long-Term Rate of Return on Plan Assets............................       8.50%            8.50%            8.50%

Non-U.S.                                                                      2003              2002             2001
--------                                                                      ----              ----             ----

    Discount Rate......................................................      5.00 - 5.75%      5.00 - 5.75%  5.00 - 6.00%
    Long-Term Rate of Return on Plan Assets............................           7.00%                  7.00%
7.00%
    Rate of Compensation Increase......................................      2.50 - 4.00%      2.50 - 4.00%  2.50 - 4.00%

         The U.S. based plan has a non-pay related dollar  multiplier  benefit  formula;  accordingly,  the effect of projected  future
compensation levels is zero.

         For the U.S.  based plan, the expected  long-term  rate of return on plan assets is 8.5%.  For the Non-U.S.  based plans (only
one of which is  funded),  the  expected  long-term  rate of return  on plan  assets is 7.0%.  In  setting  these  rates,  the  Company
considered the historical  returns of the plans' funds,  anticipated  future market  conditions,  including  inflation,  and the target
asset allocation of the plans' portfolios.

         The plans' assets consist  primarily of shares of equity and bond funds,  corporate bonds and cash and cash  equivalents.  The
measurement  date for all U.S.  and non-U.S.  plans is December 31. The  following  table sets forth the  percentage  of the total fair
value of plan assets held as of the measurement date for each major category of plan assets for the past three years:







U.S.
----
                                                                         2003     2002     2001
                                                                         ----     ----     ----
Equity.................................................................   72%      71%      71%
Bond...................................................................    8%      10%      20%
Collateralized Debt Obligations........................................    9%      11%       4%
Cash & Cash Equivalents................................................    6%       3%       5%
Hedge Fund.............................................................    5%       5%       0%

Non-U.S.
--------
                                                                         2003     2002     2001
                                                                         ----     ----     ----
Equity.................................................................   85%      80%      79%
Bond...................................................................   12%      15%      12%
Property...............................................................    2%       2%       3%
Cash & Cash Equivalents................................................    1%       3%       6%

         The U.S. based plan's  investment  portfolio seeks to preserve the capital value of the assets in real terms.  The portfolio's
expected  annualized total rate of return,  given the asset guidelines  outlined below,  should be either 8.5%, or 4% above the rate of
inflation ("CPI"),  whichever is greater,  over a three- to five-year time horizon.  No single company exposure whether equity or fixed
income shall constitute more than 5% at cost or 10% of market value of the total Pension Plan portfolio.

         Cash Equivalent Guidelines

         The cash  equivalent  portion of the  portfolio  may be invested in United  States  Treasury and federal  agency  obligations,
certificates of deposit (secured),  repurchase agreements (secured),  commercial paper and other money market instruments rated A-1/P-1
by Moody's or S&P,  respectively.  No issue  shall  constitute  more than 5% at cost or 10% of market  value of the total  value of the
plan's portfolio, except United States Treasury and federal agency obligations.

         Fixed Income Guidelines (Bond)

         Corporate  bonds shall be limited to public issues rated  investment  grade by both Moody's and S&P. No single industry group,
as defined by S&P, shall  constitute more than 20% of the fixed income portfolio  except  obligations of the United States  Government.
No single company  exposure shall  constitute more than 2 1/2% at cost or 5% of market value of the plan's fixed income  portfolio  except
obligations of the United States Government.

         Equity Guidelines

         No single industry group, as defined by S&P, shall  constitute more than 25% of the total plan's equity  portfolio.  No single
company exposure shall constitute more than 5% at cost or 10% of market value of the total plan's equity portfolio.

         Alternative Investment Guidelines (Hedge Fund)

         Only  Hedge  Fund-of  Funds  will be  considered  with a  minimum  of seven  underlying  fund  managers.  Hedge  Fund-of-Funds
investments must be offered by professional investment managers with proven records of superior performance over time.

         The Non-U.S.  based plan's assets are invested with  Threadneedle  Asset Management in their Mixed Fund. The fund invests in a
diversified  portfolio  of assets that  includes  United  Kingdom and  overseas  equities  and bonds,  property  and cash.  The fund is
benchmarked  against the Combined  Actuarial  Performance  Services  (CAPS)  Balanced  Fund  Universe and has a  performance  target of
outperforming  the benchmark  median on a rolling  three-year  basis with a goal of being in the upper quartile on a rolling  five-year
basis.  Threadneedle  sets the asset  allocation  in the Mixed Fund.  However,  the risk  parameters  set for the fund make it unlikely
that the asset allocation will deviate dramatically from the average fund in the CAPS Balanced Fund Universe.

         The  Company  estimates  that in 2004  contributions  to its U.S.  based  plan  will  total  approximately  $1.5  million  and
contributions to its non-U.S. based plans will total approximately $1.4 million.

         In addition,  hourly employees at four plants are covered by union-sponsored  collectively  bargained,  multi-employer pension
plans.  The Company  contributed to these plans and charged to expense  approximately  $1.2 million,  $1.1 million  and $1.1 million in
2003,  2002 and 2001,  respectively.  The  contributions  are generally  determined in accordance with the provisions of the negotiated
labor  contracts and are generally  based on a per  employee,  per week amount.  The  Company's  withdrawal  liability,  if any, is not
presently determinable and therefore no amount has been recorded for any contingent unfunded liability.

         The Company provides a 401(k) defined  contribution plan to eligible employees.  Company matching  contributions for employees
and related  administration  costs  associated with the plan were $1.8 million,  $2.4 million and $2.5 million for 2003, 2002 and 2001,
respectively.

(9)  Postretirement Benefit Plans

         The Company provides health and life insurance  benefits for certain domestic retired  employees in connection with collective
bargaining agreements.

         The  following  presents  the  changes  in the  accumulated  postretirement  benefit  obligations  for the  plan  years  ended
December 31, 2003 and 2002 (000's omitted):

                                                                                                  2003           2002
                                                                                                  ----           ----
Accumulated postretirement benefit obligations at the beginning
    of the year............................................................................  $     32,225    $    26,833
Net increase (decrease) during the year attributable to:
    Service cost...........................................................................           262            408
    Interest cost..........................................................................         1,487          1,734
    Actuarial (gain) / loss................................................................        (1,972)         8,497
    Benefits paid..........................................................................        (1,884)        (1,947)
    Plan amendments........................................................................        (6,167)        (4,506)
    Plan curtailment (a)...................................................................            --            479
    Special termination benefit (a)........................................................            --            727
                                                                                             ------------    -----------
Net increase / (decrease) for the year.....................................................        (8,274)         5,392
                                                                                             -------------   -----------
Accumulated postretirement benefit obligations at the end of the year......................  $     23,951    $    32,225
                                                                                             ============    ===========

(a) The plan  curtailment  benefit  and  special  termination  benefit in 2002 are  associated  with the  closure  of the Burns  Harbor
lithography facility.

         Effective  January 1, 2003 and 2002 the Company  amended the  postretiree  health care plan. The 2003  amendment  provided for
contributions  to be paid by plan  participants  who retired  prior to the term of any  collective  bargaining  agreement  currently in
effect.  The  amendment  resulted in a reduction  in the  accumulated  postretirement  benefit  obligation  of $6.2  million.  The 2002
amendment  resulted in a reduction in the  accumulated  postretirement  benefit  obligation  of $4.5  million by capping the  Company's
contribution toward retiree medical costs at 150% of the expected 2003 medical costs.







         The  Company's  postretirement  benefit  plans are not funded.  The status of the plans at  December 31,  2003 and 2002, is as
follows (000's omitted):
                                                                                                  2003           2002
                                                                                                  ----           ----
Accumulated postretirement benefit obligations:
    Active employees.......................................................................  $      7,844    $     9,812
    Retirees...............................................................................        16,107         22,413
                                                                                             ------------    -----------
Total accumulated postretirement benefit obligations.......................................        23,951         32,225
Unrecognized net loss......................................................................        (4,843)        (6,953)
Unrecognized prior-service cost benefit....................................................         9,387          4,125
                                                                                             ------------    -----------
Net liability recognized...................................................................  $     28,495    $    29,397
                                                                                             ============    ===========

         Net  periodic  postretirement  benefit  costs  for the  Company's  U.S.  postretirement  benefit  plans  for the  years  ended
December 31, 2003, 2002 and 2001, included the following components (000's omitted):

                                                                                2003              2002           2001
                                                                                ----              ----           ----

Service cost...........................................................     $        262      $      407      $      225
Interest cost..........................................................            1,487           1,734           1,871
Recognized loss........................................................              138              --              --
Recognized prior-service cost..........................................            (904)           (382)              --
Curtailment and Special termination benefit............................               --           1,206              --
                                                                            ------------      ----------      ----------
Net periodic postretirement benefit cost...............................     $        983      $    2,965      $    2,096
                                                                            ============      ==========      ==========

         The accumulated  postretirement  benefit  obligation as of December 31, 2003, 2002 and 2001 was determined using the following
assumed discount rates and health care cost trend rates:

                                                                              2003              2002             2001
                                                                              ----              ----             ----

    Discount Rate......................................................       6.25%             6.75%           7.25%
    Health Care Cost Trend Rate........................................      8.00-4.00%         9.00- 4.00%     7.00%


         The 2003 health care  assumption was based upon emerging  health care trends,  and begins at an 8% increase in 2004,  reducing
by 1% each year  thereafter,  until 2008.  A one  percentage  point  increase in the assumed  health care cost trend rate for each year
would increase the accumulated  postretirement  benefit obligation as of December 31,  2003 and 2002, by approximately $1.5 million and
$3.6 million,  respectively,  and the total of the service and interest  cost  components of net  postretirement  benefit cost for each
year then ended by approximately  $0.2 million,  $0.3 million and $0.3 million in 2003, 2002 and 2001,  respectively.  A one percentage
point  decrease  in the  assumed  health  care cost trend rate for each year would  decrease  the  accumulated  postretirement  benefit
obligation  as of  December 31,  2003 and 2002, by  approximately  $1.4 million and $3.2  million,  respectively,  and the total of the
service and interest cost components of net postretirement  benefit cost for each year then ended by approximately  $0.1 million,  $0.3
million and $0.2 million in 2003, 2002 and 2001, respectively.

         The Company estimates that in 2004 the Company's  payments under its  postretirement  benefit plan will be approximately  $1.6
million.

         As of December 31,  2003 and 2002, the Company has recorded a liability of $2.8 million and  $3.0 million,  respectively,  for
benefit  obligations for which a former executive was fully eligible to receive on a periodic payment basis beginning  August 1,  1998.
The Company  recorded  after-tax  charges of $87,000 and $149,000 to  accumulated  other  comprehensive  loss in  conjunction  with the
benefit  obligations in 2003 and 2002,  respectively.  The charges are included in the "equity  adjustment to reflect  minimum  pension
liability" on the Company's  Consolidated  Statement of  Stockholder's  Equity.  The principal source of funding for this obligation is
an insurance policy on the executive's life.







(10)  Commitments and Contingencies

Environmental

         United  States Can has been named as a  potentially  responsible  party for costs  incurred in the clean-up of the San Leandro
Plume, a regional  groundwater plume partially  extending  underneath United Sates Can's former site in San Leandro,  California.  When
the Company  acquired  the San Leandro  facility,  it assumed  certain  liabilities  subject to  indemnification  by the former owner /
operator for claims made on or before  December 1986. The former owner / operator  tendered its  obligations  under the remedial action
order to the  Company.  The Company  accepted  the tender with  reservation  of any legal  rights it may have to seek  contribution  or
reimbursement.  The Company is a party to an indemnity  agreement  related to this matter with the current owner of the  property,  who
purchased the property from the Company.  In its 1994 agreement with the current owner,  the Company agreed to defend and indemnify the
current  owner and their  successors  and  assigns  for any  claims,  including  investigative  or  remedial  action,  required  by any
governmental  agency that regulates  hazardous  substances.  Neither the agreement  with the former owner or the operator  contains any
caps or limits.  Extensive soil and groundwater  investigative  work has been performed on the San Leandro Plume,  including at the San
Leandro site.  Currently,  the State of California is overseeing  remediation at an offsite source of  contamination of the San Leandro
Plume.  Periodically,  the State of California  conducts  regional  sampling to monitor the efficacy of the  remediation.  The Company,
along with other PRPs,  participated in a coordinated  sampling event in 1999. In November 2002, as part of a larger  sampling  scheme,
the State of California  requested  that we sample  existing  monitoring  wells at the San Leandro  property.  The Company  completed a
round of sampling in December 2002. The 2002 sampling  results  generally show that the  concentration  of  contamination is declining,
which we view as a positive  development.  While the State has not yet  commented on either the 1999 or the 2002 sampling  results,  we
believe that the source of contamination is unrelated to our past operations.  The Company receives  quarterly  invoices from the State
of  California  for its  oversight  work and for the  regional  sampling.  At this time,  the Company is unable to estimate  reasonably
possible losses related to the San Leandro site or to the San Leandro Plume,  but believes the sampling  supports its position that the
groundwater  contamination  in the San Leandro Plume is unrelated to its past operation.  To date, the Company has not been required to
implement any remedial action at the San Leandro site.

Legal

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

Leases

         The Company has entered into  agreements  to lease  certain  property  under terms which  qualify as capital  leases.  Capital
leases consist primarily of various  production  machinery and equipment.  Most capital leases contain renewal options and some contain
purchase  options.  As of December 31,  2003 and 2002,  capital lease assets were  $0.6 million  and  $1.4 million,  net of accumulated
amortization of $7.8 million and $7.6 million, respectively.

         The Company also  maintains  operating  leases on various plant and office  facilities,  vehicles and office  equipment.  Rent
expense under operating leases for the years ended December 31,  2003, 2002 and 2001, was $7.4 million,  $7.0 million and $8.3 million,
respectively.







         At December 31, 2003, minimum payments due under these leases were as follows (000's omitted):

                                                                                              Capital         Operating
                                                                                              Leases           Leases
                                                                                              ------           ------
   2004  ..............................................................................  $         764     $      6,327
   2005  ..............................................................................             41            5,720
   2006  ..............................................................................             --            4,264
   2007  ..............................................................................             --            3,764
   2008  ..............................................................................             --            3,450
   Thereafter..........................................................................             --           12,284
                                                                                         -------------     ------------
         Total minimum lease payments..................................................            805     $     35,809
                                                                                                           ============
   Amount representing interest........................................................            (17)
                                                                                         -------------
   Present value of net minimum capital lease payments.................................  $         788
                                                                                         =============

(11)  Equity Incentive Plans

         In 2000, the Board of Directors and  stockholders  of U.S. Can Corporation  approved the U.S. Can 2000 Equity  Incentive Plan.
The Board of Directors  administers  the plan and may,  from time to time,  grant option  awards to directors of U.S. Can  Corporation,
including  directors  who are not  employees  of U.S.  Can  Corporation,  all  executive  officers  of  U.S.  Can  Corporation  and its
subsidiaries,  and other  employees,  consultants,  and  advisers  who,  in the  opinion  of the  Board,  are in a  position  to make a
significant  contribution  to the  success  of U.S.  Can and its  subsidiaries.  The  Board of  Directors  may grant  options  that are
time-vested  and options that vest based on the  attainment of  performance  goals  specified by the Board of  Directors.  All previous
plans were terminated in 2000 in connection with the recapitalization.

         A summary of the status of the  Company's  stock option plans (as adjusted for the reverse  stock split) at December 31, 2003,
2002 and 2001, and changes during the years then ended, are presented in the tables below:

                                                            Options Outstanding                Exercisable Options
                                                            -------------------                -------------------
                                                                          Wtd. Avg.                            Wtd. Avg.
                                                                          Exercise                             Exercise
                                                  Shares (in 000s)          Price     Shares (in 000s)           Price
                                                  ----------------          -----     ----------------           -----
December 31, 2000..............................         2,476.542          1,000               --              $     --
   Granted.....................................           154.000          1,000
   Exercised...................................                --             --
   Canceled....................................          (387.622)         1,000
                                                    ----------------------               ----------

December 31, 2001..............................         2,242.920          1,000          325.547              $   1,000
   Granted.....................................            25.000          1,000
   Exercised...................................                --             --
   Canceled....................................           (461.186)        1,000
                                                    ---------------------                 ----------

December 31, 2002 .............................               1,806.734       1,000          551.744           $   1,000
   Granted.....................................                  600.000      1,000
   Exercised...................................                 --               --
   Canceled....................................                 (223.055)     1,000
                                                    ---------------------                ----------
December 31, 2003 .............................               2,183.679       1,000          654.107           $   1,000

                                                                                                  Exercisable Options
                                                     Options Outstanding                            at December 31,
                                                    at December 31, 2003                                 2003
                                                    --------------------                                 ----
                                                          Remaining           Wtd.                                Wtd.
                                                         Contractual          Avg.                                Avg.
                                                            Life            Exercise                            Exercise
Exercise Price                          Shares             (Years)            Price            Shares             Price
--------------                          ------             -------            -----            ------             -----

$1,000.00......................        2,183.679             7.60           $1,000.00               654.107           $    1,000.00
                                       =========             ====           =========               =======           =============

         The  weighted-average  estimated fair value of options granted during 2003, 2002, and 2001 was $355.46,  $341.10, and $388.42,
respectively.  The fair value of each option grant is  determined  on the date of grant using the  Black-Scholes  option  pricing model
with the following weighted-average  assumptions for options granted in 2003, 2002, and 2001, respectively:  risk-free interest rate of
4.49%,  4.26%,  and 5.04%;  expected lives of 10 years in all cases;  expected  volatility of 0% in all cases; and no dividends for any
year.

(12)  Redeemable Preferred Stock

         As part of the  recapitalization,  U.S.  Can  Corporation  issued  shares of  preferred  stock  having an  aggregate  value of
$106.7 million to Berkshire  Partners and its affiliates and the rollover  stockholders.  Dividends accrue on the preferred stock at an
annual rate of 10%,  are  cumulative  from the date of issuance  and  compounded  quarterly,  on March 31,  June 30,  September 30  and
December 31  of each year and are  payable  in cash when and as  declared  by our Board of  Directors,  so long as  sufficient  cash is
available  to make the  dividend  payment and has been  obtained in a manner  permitted  under the terms of our Senior  Secured  Credit
Facility and the  indenture.  As of December 31, 2003,  2002 and 2001,  dividends of  approximately  $40.3  million,  $26.5 million and
$13.9 million,  respectively,  have been accrued.  Holders of the preferred stock have no voting rights,  except as otherwise  required
by law.  The  preferred  stock has a  liquidation  preference  equal to the  purchase  price per  share,  plus all  accrued  and unpaid
dividends.  The preferred  stock ranks senior to all classes of U.S. Can Corporation  common stock and is not  convertible  into common
stock.

         The Company is required to redeem the preferred stock, at the option of the holders,  including  accrued and unpaid dividends,
upon the  occurrence  of any of the  following  events and so long as  sufficient  cash is available  to the Company or available  from
dividend payments permitted under the terms of the Company's debt agreement:

o                                                                  the bankruptcy of the Company

o                                                                  the  acceleration  of debt under any major loan  agreement  to which
                     the Company or any of its subsidiaries is a party; or

o                                                                  public offerings of shares of capital stock of the Company

         The Company's  certificate of incorporation  expressly  states that any redemption  rights of holders of preferred stock shall
be subordinate or otherwise  subject to prior rights of the lenders under the Company's Senior Secured Credit Facility,  the holders of
the 10 7/8% Senior Secured Notes and the holders of the 12 3/8% Senior Subordinated Notes.

         At this time, the Company's Senior Secured Credit Facility  prohibits the Company's  ability to redeem the preferred stock and
the debt agreement restricts the Company's ability to obtain funds that may be necessary to redeem the preferred stock.

(13)                                                                 Related Parties

         Berkshire Partners is the majority shareholder (77.3%) of the Company and receives a management fee of $750,000 per year.

         Under the  provisions of the second  amendment to the Senior Secured Credit  Facility,  Berkshire  Partners may be required to
cash  collateralize  and  ultimately  repurchase  the Tranche C term loan  facility.  In  consideration  for  Berkshire's  agreement to
purchase a  participation  in the Tranche C term loan, the Company has agreed to accrue for and pay to Berkshire an annual fee of 2.75%
of the  amount of the  Tranche C term loan then  outstanding,  which was  $550,000  for 2003 and 2002.  The  cumulative  amount of $1.1
million is included in accrued  liabilities in the accompanying  balance sheet. This fee is payable in advance,  is non-refundable  and
may not be paid in cash  (without  the  requisite  senior  lenders'  consent)  so long as the  Company's  current  senior  bank debt is
outstanding.  If Berkshire were required to purchase a Tranche C term loan  participation in the future,  the Company would be required
to pay  Berkshire  the amount of such Tranche C term loan,  plus accrued  interest,  to the extent of  Berkshire's  participation.  The
Company also agreed to reimburse  Berkshire's  out-of-pocket  costs and expenses incurred in connection with the purchase agreement and
the second amendment to the credit agreement.

         Citigroup Inc.  (formerly  Salomon Smith Barney) currently  beneficially  owns 4.90% of the Company's common stock.  Citigroup
Inc. was paid $2.9 million in fees in 2003 for financial  advisory  services  provided in connection  with the Company's 10 7/8% Senior
Secured Note offering.

         On December 11, 2003,  George Bayly was appointed  Co-Chairman  of the Company's  Board of Directors.  Mr. Bayly also consults
with the Company for which he is  compensated  $300,000 per year,  excluding  board fees.  Also,  in  conjunction  with his  consulting
arrangement,  Mr.  Bayly was awarded an  additional  400 options  with a strike  price of $1,000.  These  options  vest  ratably over a
three-year  period so long as Mr. Bayly remains  Co-Chairman of the Board of Directors and devotes 50% of his time consulting on behalf
of the Company.  In April 2004, Mr. Bayly was appointed Chief Executive Officer and his consulting contract was cancelled.

(14)                                                                 Reverse Stock Split

         On December 5, 2002,  the board of directors  authorized (i) a reverse stock split in which each issued share of the Company's
common stock and Series A preferred stock,  $0.01 par value per share,  would be reclassified as and converted into 1/1000th of a share
of common  stock and  preferred  stock,  $10.00 par value per share,  subject to  approval  of the  Company's  shareholders  and (ii) a
corresponding  reduction in the number of its authorized  shares of common stock from  100,000,000  shares to 100,000 shares and in the
number of its authorized  shares of preferred stock from 200,000,000  shares to 200,000 shares.  During December,  the Company obtained
the  necessary  shareholder  consents and on December 20, 2002,  U.S. Can  Corporation,  upon filing with the Secretary of State of the
State of  Delaware,  amended its  certificate  of  incorporation  to effect the reverse  stock split.  The reverse  stock split did not
affect the relative  percentages  of ownership  for any  shareholders.  The reverse stock split did not affect the annual rate at which
dividends  on preferred  stock  accrue,  their  cumulation  or  quarterly  compounding.  Dividends  remain  payable in cash when and as
declared by our Board of  Directors,  so long as sufficient  cash is available to make the dividend  payment and such payment would not
violate the terms of the Senior  Secured  Credit  Facility and the 10 7/8% Senior Secured and 12 3/8% Senior  Subordinated  Notes.  All
share and per share  amounts  in these  Consolidated  Financial  Statements  have been  retroactively  adjusted  to  reflect  the stock
split.

(15)                                                                 Accounting Change

         The  Company  adopted  SFAS No. 142  "Goodwill  and Other  Intangible  Assets" on January  1,  2002.  This  standard  provides
accounting and disclosure guidance for acquired intangibles.  Under this standard,  goodwill and "indefinite-lived"  intangibles are no
longer  amortized,  but are tested at least annually for  impairment.  Effective  January 1, 2002, the Company ceased the  amortization
of goodwill.  The Company  recorded  goodwill  amortization of $2.8 million for the year ended December 31, 2001. SFAS No. 142 requires
impairment testing to be performed  initially upon adoption,  annually and whenever events and changes in circumstances  indicate there
may be a  potential  impairment.  The first step of  goodwill  impairment  testing is to  identify  potential  goodwill  impairment  by
comparing an estimated fair value for each  applicable  reporting unit to its respective  carrying value. If the fair value exceeds the
carrying  value,  goodwill is not  impaired and no further  testing is  performed.  For the  reporting  units where the carrying  value
exceeds the fair value, a second step is performed to measure the amount of the goodwill impairment.

         During 2002, the Company completed the initial  transitional  goodwill impairment test and reported that a non-cash impairment
charge was required in the Custom & Specialty and  International  segments.  During the fourth quarter of 2002, the Company  determined
the amount of the goodwill  impairment and recorded a pre-tax goodwill  impairment charge of $39.1 million ($18.3 million,  net of tax)
relating  to the Custom &  Specialty  and  International  segments.  The charge was  presented  as a  cumulative  effect of a change in
accounting  principle  effective as of January 1, 2002 and was  primarily  due to  competitive  pressures in the Custom & Specialty and
International  segment  marketplaces.  To determine the amount of goodwill impairment,  the Company measured the impairment loss as the
excess of the carrying  amount of goodwill  over the implied fair value of goodwill.  The  impairment  charge had no impact on covenant
compliance under the Senior Secured Credit Agreement.


         During 2003,  the Company  completed  its annual  impairment  test as of November 23, 2003 and  determined  that no additional
impairment of goodwill  existed.  However,  future  goodwill  impairment  tests could result in an impairment and a charge to earnings.
The Company will continue to evaluate  goodwill on an annual basis as of the end of fiscal  November and whenever events and changes in
circumstances indicate that there may be a potential impairment.

         There were no changes in the  carrying  amount of goodwill by segment  for the year ended  December  31,  2003.  The  carrying
value of the goodwill by segment is as follows (in 000's):
                                     Goodwill
                                     --------
                                  Carrying Value
                                  --------------

Aerosol                                 $    7,255

Paint, Plastic & General Line               20,129
                                 ------------------
Balance, December 31, 2003             $    27,384
                                 ==================

         Pursuant to SFAS No. 142, the results for 2001 have not been restated.  A  reconciliation  of net loss as if SFAS 142 had been
adopted is presented below for the year ended December 31, 2001.

                                                                     Year Ended
                                                                  December 31, 2001
                                                                 --------------------
                                                                 --------------------
                                                                   (in thousands)
Reported Net Loss Attributable to Common Stockholders                     $      (51,761)
Add back:  Goodwill amortization (net of tax)                                      1,858
                                                                       -----------------
Adjusted Net Loss Attributable to Common Stockholders                     $      (49,903)
                                                                        ====   ===========

(16)  Business Segments

         Management monitors and evaluates  performance,  customer base and market share for four business segments.  The segments have
separate  management teams and distinct product lines. The Aerosol segment primarily  produces steel aerosol containers in the U.S. for
personal care,  household,  automotive,  paint and industrial products.  The International  segment produces aerosol cans in the Europe
and Latin  America  (through  Formametal  S.A., a joint venture in  Argentina)  as well as steel food  packaging in Europe.  The Paint,
Plastic & General Line segment  produces  round cans in the U.S. for paint and  coatings,  oblong cans for items such as lighter  fluid
and turpentine as well as plastic  containers for paint and industrial and consumer  products.  The Custom & Specialty segment produces
a wide array of  functional  and  decorative  tins,  containers  and other  products  in the U.S.  The  Company  notes  that  financial
information  used to produce its  financial  statements  is not recorded or  reconciled  on a product  line basis,  therefore it is not
practicable for the Company to disclose revenues by product line.

         The  accounting  policies  of the  segments  are the  same as  those  described  in Note  (2) to  the  Consolidated  Financial
Statements.  No single customer accounted for more than 10% of the Company's total net sales during 2003, 2002 or 2001.

         Financial information relating to the Company's operations by geographic area was as follows (000's omitted):

                                                    United                                                States   Europe
                                                                                                          ------   ------
Consolidated
------------
2003
Net sales.........................................  $536,088          $  287,354           $  823,442
Long-lived assets...............................     193,887             118,517              312,404
2002
Net sales.........................................  $555,303          $  241,254           $  796,557
Long-lived assets...............................     196,784             109,884              306,668
2001
Net sales.........................................  $542,722          $  229,466           $  772,188
Long-lived assets...............................     222,099             123,252              345,351







         The following is a summary of revenues from external  customers,  loss from  operations,  capital  spending,  depreciation and
amortization and identifiable assets for each segment as of December 31, 2003, 2002 and 2001 (000's omitted):
                                                                          2003                2002               2001
                                                                          ----                ----               ----
Revenues from external customers:
   Aerosol.......................................................     $     359,246      $    364,133      $     334,716
   International.................................................           287,354           241,254            229,466
   Paint, Plastic, & General Line................................           118,909           119,952            130,412
   Custom & Specialty............................................            57,933            71,218             77,594
                                                                      -------------      ------------      -------------
         Total revenues..........................................     $     823,442      $    796,557      $     772,188
                                                                      =============      ============      =============
Income (loss) from operations:
   Aerosol.......................................................     $      61,802      $     59,545      $      47,299
   International.................................................           (12,304)           (6,449)              (267)
   Paint, Plastic, & General Line................................            13,070            11,378             12,544
   Custom & Specialty............................................             3,320               734               (998)
                                                                      -------------      ------------      --------------
   Total Segment Income From Operations..........................            65,888            65,208             58,578
   Unallocated Selling, General & Administrative Expenses (a)....           (24,259)          (24,147)           (28,485)
   Special Charges (b)...........................................              (382)           (8,921)           (36,239)
   Interest Expense..............................................           (54,411)          (51,278)           (54,668)
   Bank Financing Fees...........................................            (6,118)           (4,051)            (2,636)
                                                                      --------------     -------------     --------------
         Total loss before income taxes..........................     $     (19,282)     $    (23,189)     $     (63,450)
                                                                      ==============     =============     ==============
Capital spending:
   Aerosol.......................................................     $      10,912      $      6,879      $       3,514
   International.................................................             2,766            11,996              4,556
   Paint, Plastic, & General Line................................             3,843             3,770              6,536
   Custom & Specialty............................................             1,778             3,002              1,043
   Corporate.....................................................               989             1,588              3,888
                                                                      -------------      ------------      -------------
         Total capital spending..................................     $      20,288      $     27,235      $      19,537
                                                                      =============      ============      =============
Depreciation and amortization:
   Aerosol.......................................................     $      12,227      $     12,014      $      11,856
   International.................................................            11,990             8,521              9,355
   Paint, Plastic, & General Line................................             5,856             5,561              5,462
   Custom & Specialty............................................             1,810             1,942              2,165
   Corporate.....................................................             6,177             6,387              5,788
                                                                      -------------      ------------      -------------
         Total depreciation and amortization.....................     $      38,060      $     34,425      $      34,626
                                                                      =============      ============      =============
Identifiable assets:
   Aerosol.......................................................     $     166,645      $    166,136      $     168,214
   International.................................................           212,126           220,376            239,200
   Paint, Plastic, & General Line................................            77,073            80,566             82,627
   Custom & Specialty............................................            24,679            27,087             45,125
   Corporate.....................................................            93,895            85,948             99,184
                                                                      -------------      ------------      -------------
Total identifiable assets........................................     $     574,418      $    580,113      $     634,350
                                                                      =============      ============      =============


    (a)  Represents  United  States  Selling,  General &  Administrative  expenses.  The Company does not  allocate  these costs to its
         domestic segments.

(b)                                                                 Management  does not evaluate  segment  performance  including such
        charges.  See Note (4) for further information on the Company's special charges.








(17)  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 December 31, 2003 and 2002 and for
the years ended December 31,  2003, 2002 and 2001.  Certain  information as of December 31, 2003 and 2002, and for the years then ended
has been  restated  (see Note  (3)).  Investments  in  subsidiaries  are  accounted  for by the  Parent  Guarantor,  the Issuer and the
Subsidiary  Guarantor under the equity method for purposes of the  supplemental  consolidating  presentation.  Earnings of subsidiaries
are, therefore,  reflected in their parent's investment accounts and earnings.  This consolidating  information reflects the guarantors
and non-guarantors of the 10 7/8% Senior Secured Notes and 12 3/8% Senior Subordinated Notes.

         The 10 7/8% Senior Secured Notes and 12 3/8% Senior  Subordinated  Notes are guaranteed on a full,  unconditional,  unsecured,
senior  subordinated,  joint and several basis by the Parent  Guarantor,  the Subsidiary  Guarantor and any other  domestic  restricted
subsidiary of the Issuer.  USC May  Verpackungen  Holding Inc.,  which is wholly owned by the Issuer,  currently is the only Subsidiary
Guarantor. The Parent Guarantor has no assets or operations separate from its investment in the Issuer.

         Separate  financial  statements  of the  Issuer  or the  Subsidiary  Guarantors  have not been  presented  as  management  has
determined  that such  information is not material to the holders of the 10 7/8% Senior  Secured Notes and 12 3/8% Senior  Subordinated
Notes.






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

                                             RESTATED FOR THE YEAR ENDED DECEMBER 31, 2003
                                                            (000's omitted)

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

NET SALES..................................   $        -     $   536,088   $          -    $     287,354    $         -     $    823,442
COST OF SALES..............................             -        457,896            (374)        288,305               -         745,827
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Gross profit..........................             -         78,192             374            (951)              -          77,615
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            -         24,259               -          11,727               -          35,986
SPECIAL CHARGES............................             -           (580)              -             962               -             382
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Operating income (loss)...............             -         54,513             374         (13,640)              -          41,247
INTEREST EXPENSE...........................             -         44,799           6,384           3,228               -          54,411
BANK FINANCING FEES........................             -          6,090               -              28               -           6,118
EQUITY EARNINGS (LOSS) FROM
  SUBSIDIARY...............................       (21,331)       (25,773)         (7,375)              -          54,479               -
                                             -------------- ------------- --------------- ---------------- --------------- --------------
    Loss before income taxes...............       (21,331)       (22,149)        (13,385)        (16,896)         54,479         (19,282)
PROVISION (BENEFIT) FOR INCOME TAXES.......             -           (818)          2,931             (64)              -           2,049
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS...................................       (21,331)       (21,331)        (16,316)        (16,832)         54,479         (21,331)
PREFERRED STOCK DIVIDENDS..................       (13,821)             -               -               -               -         (13,821)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS ATTRIBUTABLE TO                      $   (35,152)   $   (21,331)  $     (16,316)  $     (16,832)   $     54,479    $    (35,152)
  COMMON STOCKHOLDERS......................
                                             ============== ============= =============== ================ =============== ==============







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

                                             RESTATED FOR THE YEAR ENDED DECEMBER 31, 2002
                                                            (000's omitted)

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

NET SALES..................................   $        -     $   555,303   $          -    $     241,254    $         -     $    796,557
COST OF SALES..............................             -        483,647            (406)        233,781               -         717,022
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Gross profit..........................             -         71,656             406           7,473               -          79,535
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            -         24,146               -          14,328               -          38,474
SPECIAL CHARGES............................             -          3,080               -           5,841               -           8,921
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Operating income (loss)...............             -         44,430             406         (12,696)              -          32,140
INTEREST EXPENSE...........................             -         42,105           6,465           2,708               -          51,278
BANK FINANCING FEES........................             -          4,051               -               -               -           4,051
EQUITY EARNINGS (LOSS) FROM
  SUBSIDIARY...............................       (77,641)       (65,736)        (19,837)              -         163,214               -
                                             -------------- ------------- --------------- ---------------- --------------- --------------
    Loss before income taxes...............       (77,641)       (67,462)        (25,896)        (15,404)        163,214         (23,189)
PROVISION FOR INCOME TAXES.................             -          2,005          22,197          11,948               -          36,150
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS BEFORE                                   (77,641)       (69,467)        (48,093)        (27,352)        163,214         (59,339)
  CUMULATIVE EFFECT OF ACCOUNTING   CHANGE
AND PREFERRED STOCK
  DIVIDENDS................................
CUMULATIVE EFFECT OF ACCOUNTING
  CHANGE, NET OF TAX                                    -         (8,174)          4,717         (14,845)              -         (18,302)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS...................................       (77,641)       (77,641)        (43,376)        (42,197)        163,214         (77,641)
PREFERRED STOCK DIVIDENDS..................       (12,521)             -               -               -               -         (12,521)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS ATTRIBUTABLE TO                      $   (90,162)   $   (77,641)  $     (43,376)  $     (42,197)   $    163,214    $    (90,162)
  COMMON STOCKHOLDERS......................
                                             ============== ============= =============== ================ =============== ==============







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

                                                 FOR THE YEAR ENDED DECEMBER 31, 2001
                                                            (000's omitted)


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

NET SALES..................................   $        -     $   542,722   $          -    $     229,466    $         -     $    772,188
COST OF SALES..............................             -        483,878               -         211,636               -         695,514
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Gross profit..........................             -         58,844               -          17,830               -          76,674
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            -         28,484           1,423          16,674               -          46,581
SPECIAL CHARGES............................             -         27,063               -           9,176               -          36,239
                                             -------------- ------------- --------------- ---------------- --------------- --------------
     Operating income (loss)...............             -          3,297          (1,423)         (8,020)              -          (6,146)
INTEREST EXPENSE...........................             -         45,500           6,500           2,668               -          54,668
BANK FINANCING FEES........................             -          2,636               -               -               -           2,636
EQUITY EARNINGS (LOSS) FROM
  SUBSIDIARY...............................       (40,416)       (13,010)         (1,198)              -          54,624               -
                                             -------------- ------------- --------------- ---------------- --------------- --------------
    Loss before income taxes...............       (40,416)       (57,849)         (9,121)        (10,688)         54,624         (63,450)
BENEFIT FOR INCOME TAXES...................             -        (17,433)         (3,506)         (2,095)              -         (23,034)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS...................................       (40,416)       (40,416)         (5,615)         (8,593)         54,624         (40,416)
PREFERRED STOCK DIVIDENDS..................       (11,345)             -               -               -               -         (11,345)
                                             -------------- ------------- --------------- ---------------- --------------- --------------
                                             -------------- ------------- --------------- ---------------- --------------- --------------
NET LOSS ATTRIBUTABLE TO                      $   (51,761)   $   (40,416)  $      (5,615)  $      (8,593)   $     54,624    $    (51,761)
  COMMON STOCKHOLDERS......................
                                             ============== ============= =============== ================ =============== ==============






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

                                                 CONDENSED CONSOLIDATING BALANCE SHEET
                                                   Restated As of December 31, 2003
                                                            (000's omitted)


                                  Restated        Restated           USC May           Restated         Restated         Restated
                                                                                   USC Europe/ May
                                                                  Verpackungen       Verpackungen
                                  U.S. Can     United States         Holding             GmbH                            U.S. Can
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)     Eliminations     Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $       -     $     16,854      $           -       $      6,110       $       -      $     22,964
     Accounts receivable......             -          44,157                   -            37,236                -           81,393
     Inventories..............             -          52,739                   -            42,401                -           95,140
     Deferred income taxes....             -             666                   -               130                -              796
     Other current assets.....             -           6,460                   -             7,457                -           13,917
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         120,876                   -            93,334                -          214,210
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         143,777                   -           103,712                -          247,489
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          30,685                   -               131                -           30,816
OTHER NON-CURRENT ASSETS......             -          39,570                   -            14,949                -           54,519
INTERCOMPANY
  ADVANCES....................             -         260,962                   -                 -         (260,962)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             61,961                 -          (61,961)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    623,254      $       61,961      $    212,126       $ (322,923)    $    574,418
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $      2,379      $           -       $     21,078       $       -      $     23,457
     Accounts payable.........             -          42,237                   -            56,174                -           98,411
     Restructuring reserves...             -           2,831                   -               581                -            3,412
     Income taxes payable.....             -               -                   -               362                -              362
     Other current liabilities             -          35,683                   -            15,012                -           50,695
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -          83,130                   -            93,207                -          176,337
liabilities...................
TOTAL LONG TERM DEBT..........           854         534,913                   -                 -                -          535,767
LONG-TERM LIABILITIES PURSUANT
  TO EMPLOYEE BENEFIT PLANS...             -          41,069                 930            29,780                -           71,779
OTHER LONG-TERM
  LIABILITIES.................             -           2,594                   -             2,898                -            5,492
PREFERRED STOCK...............       146,954               -                   -                 -                -          146,954
INTERCOMPANY LOANS............       112,056               -             121,595            27,311         (260,962)               -
INVESTMENT IN
  SUBSIDIARIES................       102,047          63,595                   -                  -        (165,642)                -
STOCKHOLDERS' EQUITY..........      (361,911)       (102,047)            (60,564)           58,930          103,681         (361,911)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
    Total liabilities           $        -      $    623,254      $       61,961      $    212,126       $ (322,923)    $    574,418
    and stockholders'equity     ============== ===============  ================== =================  ============== ==================







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

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


                                  Restated        Restated           USC May           Restated         Restated         Restated
                                                                                   USC Europe/ May
                                                                  Verpackungen       Verpackungen
                                  U.S. Can     United States         Holding             GmbH                            U.S. Can
                                 Corporation    Can Company        (Subsidiary      (Non-Guarantor                      Corporation
                                  (Parent)        (Issuer)         Guarantor)       Subsidiaries)     Eliminations     Consolidated
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
CURRENT ASSETS:
     Cash and cash equivalents    $       -     $      5,707      $           -       $      5,983       $       -      $     11,690
     Accounts receivable......             -          43,623                   -            45,697                -           89,320
     Inventories..............             -          57,500                (600)           48,295                -          105,195
     Deferred income taxes....             -           5,535               1,977               218                -            7,730
     Other current assets.....             -           6,184                   -             7,893                -           14,077
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current assets             -         118,549               1,377           108,086                -          228,012
NET PROPERTY, PLANT AND
  EQUIPMENT...................             -         147,588                   -            96,953                -          244,541
GOODWILL......................             -          27,384                   -                 -                -           27,384
DEFERRED INCOME TAXES.........             -          28,312                 606               422                -           29,340
OTHER NON-CURRENT ASSETS......             -          37,904                   -            12,932                -           50,836
INTERCOMPANY
  ADVANCES....................             -         249,649                   -                 -         (249,649)               -
INVESTMENT IN
  SUBSIDIARIES................             -                -             61,360                 -          (61,360)               -
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total assets........    $       -     $    609,386      $       63,343      $    218,393       $ (311,009)    $    580,113
                                ============== ===============  ================== =================  ============== ==================

CURRENT LIABILITIES
     Current maturities of
       long-term debt.........    $       -     $     11,078      $           -       $     17,372       $       -      $     28,450
     Accounts payable.........             -          47,901                   -            52,324                -          100,225
     Other current liabilities             -          48,389                  31            16,358                -           64,778
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total current                    -         107,368                  31            86,054                -          193,453
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                   -             1,718                -            5,432
PREFERRED STOCK...............       133,133               -                   -                 -                -          133,133
INTERCOMPANY LOANS............       118,219               -             114,864            22,728         (255,811)               -
INVESTMENT IN
  SUBSIDIARIES................        97,802          54,427                -                  -           (152,229)             -
STOCKHOLDERS' EQUITY..........      (350,008)       (103,964)            (52,224)           59,157           97,031         (350,008)
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
                                -------------- ---------------  ------------------ -----------------  -------------- ------------------
          Total liabilities       $        -    $    609,386      $       63,343      $    218,393       $ (311,009)    $    580,113
and
            stockholders'
equity........................
                                ============== ===============  ================== =================  ============== ==================







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

                                            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                             RESTATED FOR THE YEAR ENDED DECEMBER 31, 2003
                                                            (000's omitted)


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

CASH FLOWS FROM OPERATING ACTIVITIES.........................$       -       $  23,409     $    (14,101)    $     10,559      $     19,867
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.......................................         -        (17,523)               -           (2,765)          (20,288)
  Proceeds on the sale of property...........................         -            256                -            5,173             5,429
                                                           --------------- -------------                  ---------------  ----------------
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash used in investing activities..................         -        (17,267)               -            2,408           (14,859)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances...........................         -        (11,312)          14,101           (2,789)                -
  Issuance of 10 7/8% senior secured notes...................         -        125,000                -                -           125,000
  Repurchase of 12 3/8% senior subordinated notes............         -         (3,011)               -                -            (3,011)
  Net payments under the revolving line of credit............         -        (27,600)               -                -           (27,600)
  Payment of Tranche A loan..................................         -        (27,294)               -                -           (27,294)
  Payment of Tranche B loan..................................         -        (47,575)               -                -           (47,575)
  Borrowings of other debt...................................         -          4,814                -            1,087             5,901
  Proceeds from accounts receivable factoring................         -              -                -           11,195            11,195
  Payments of other long-term debt...........................         -         (1,079)               -          (18,750)          (19,829)
  Payments of debt financing costs...........................         -         (6,938)               -                -            (6,938)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash (used in) provided by financing activities....         -          5,005           14,101           (9,257)            9,849
                                                           --------------- -------------                  ---------------  ----------------
                                                           --------------- ------------- ---------------- ---------------  ----------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................         -              -                -           (3,583)           (3,583)
                                                           --------------- ------------- ---------------- ---------------  ----------------
INCREASE IN CASH AND                                                  -         11,147                -              127            11,274
  CASH EQUIVALENTS...........................................
CASH AND CASH EQUIVALENTS, beginning of year.................         -          5,707                -            5,983            11,690
                                                           --------------- ------------- ----------------                  ----------------
                                                                                                          ---------------  ----------------
CASH AND CASH EQUIVALENTS, end of period.....................$       -       $  16,854     $         -      $      6,110      $     22,964
                                                           =============== ============= ================ ===============  ================







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

                                            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                             RESTATED FOR THE YEAR ENDED DECEMBER 31, 2002
                                                            (000's omitted)


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

CASH FLOWS FROM OPERATING ACTIVITIES.........................$       -       $  19,114     $    (41,410)    $     26,113      $      3,817
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.......................................         -        (15,239)               -          (11,996)          (27,235)
  Proceeds on the sale of property...........................         -            817                -            4,845             5,662
  Investment in Formametal S.A...............................         -           (133)               -                -              (133)
                                                           --------------- -------------                  ---------------  ----------------
                                                                                         ----------------
      Net cash used in investing activities..................         -        (14,555)               -           (7,151)          (21,706)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances...........................         -        (10,195)          41,410          (31,215)                -
  Net borrowings under the revolving line of credit..........         -         13,600                -                -            13,600
  Borrowing of long-term debt                                         -              -                -           12,625            12,625
  Payments of long-term debt, including capital lease                 -                               -
obligations..................................................                  (10,506)                           (1,662)          (12,168)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash (used in) provided by financing activities....         -         (7,101)          41,410          (20,252)           14,057
                                                           --------------- -------------                  ---------------  ----------------
                                                           --------------- ------------- ---------------- ---------------  ----------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................         -              -                -              779               779
                                                           --------------- ------------- ---------------- ---------------  ----------------
DECREASE IN CASH AND                                                  -         (2,542)               -             (511)           (3,053)
  CASH EQUIVALENTS...........................................
CASH AND CASH EQUIVALENTS, beginning of year.................         -          8,249                -            6,494            14,743
                                                           --------------- ------------- ----------------                  ----------------
                                                                                                          ---------------  ----------------
CASH AND CASH EQUIVALENTS, end of period.....................$       -       $   5,707     $         -      $      5,983      $     11,690
                                                           =============== ============= ================ ===============  ================







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

                                            CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                                 FOR THE YEAR ENDED DECEMBER 31, 2001
                                                            (000s omitted)


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

CASH FLOWS FROM OPERATING ACTIVITIES.........................$       -       $   3,658     $    (10,186)    $       (464)     $     (6,992)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.......................................         -        (14,981)               -           (4,556)          (19,537)
  Acquisition of business, net of cash acquired..............         -         (4,198)               -                -            (4,198)
  Proceeds on the sale of property...........................         -              -                -            7,208             7,208
  Investment in Formametal S.A...............................         -         (7,891)               -                -            (7,891)
                                                           --------------- -------------                  ---------------  ----------------
                                                                                         ----------------
      Net cash used in investing activities..................         -        (27,070)               -            2,652           (24,418)
                                                           --------------- ------------- ---------------- ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in intercompany advances...........................         -        (10,289)          10,186              103                 -
  Settlement of shareholder litigation.......................         -         (2,063)               -                -            (2,063)
  Net borrowings under the revolving line of credit..........         -         37,600                -                -            37,600
  Borrowing of Term C loan...................................                   20,000                                              20,000
  Payments of long-term debt, including capital lease                 -                               -
obligations..................................................                   (9,569)                           (4,533)          (14,102)
  Payment of debt financing costs................                       -       (6,294)               -                -           (6,294)
                                                           --------------- ------------- ---------------- ---------------  ----------------
      Net cash (used in) provided by financing activities....         -         29,385           10,186           (4,430)           35,141
                                                           --------------- -------------                  ---------------  ----------------
                                                           --------------- ------------- ---------------- ---------------  ----------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................         -              -                -              228               228
                                                           --------------- ------------- ---------------- ---------------  ----------------
INCREASE (DECREASE) IN CASH AND                                       -          5,973                -           (2,014)            3,959
  CASH EQUIVALENTS...........................................
CASH AND CASH EQUIVALENTS, beginning of year.................         -          2,276                -            8,508            10,784
                                                           --------------- ------------- ----------------                  ----------------
                                                                                                          ---------------  ----------------
CASH AND CASH EQUIVALENTS, end of period.....................$       -       $   8,249     $         -      $      6,494      $     14,743
                                                           =============== ============= ================ ===============  ================







 (18)  Quarterly Financial Data (Unaudited)

         The following is a summary of the unaudited  interim  results of operations for each of the quarters in 2003 (000's  omitted).
See Note (3) for a discussion of the Restatement.

                           First Quarter             Second Quarter            Third Quarter              Fourth Qtr
                         -----------------         ------------------       ------------------         ----------------
                                  As Previously             As Previously             As Previously            As Previously
                       Restated     Reported     Restated     Reported    Restated      Reported     Restated    Reported
                         2003         2003         2003         2003        2003          2003         2003        2003
                         ----         ----         ----         ----        ----          ----         ----        ----

Net Sales........... $  199,153   $  198,890   $  210,623   $  210,312   $  204,671  $   204,508  $   208,995  $   209,186
Gross Profit........     20,275       21,344       21,332       24,710       17,719       20,725       18,289       20,645
Special Charges(a)..        758        1,030          592          591        (760)        (791)        (208)        (218)
Loss from Operations
    Before Accounting
    Change..........    (4,432)      (4,037)      (4,055)      (1,002)      (7,101)      (4,296)      (5,744)      (4,185)
Net Loss Attributable
    to Common
    Shareholders.... $  (7,678)   $  (7,283)   $  (7,455)   $  (4,402)   $ (10,586)  $   (7,781)  $   (9,434)  $   (7,875)
                     ==========   ==========   ==========   ==========   ==========  ===========  ===========  ===========

(a)                                                                See Note (4) to the Consolidated Financial Statements.

         The following is a summary of the unaudited  interim  results of operations for each of the quarters in 2002 (000's  omitted).
See Note (3) for a discussion of the Restatement.

                           First Quarter             Second Quarter            Third Quarter              Fourth Qtr
                         -----------------         ------------------       ------------------         ----------------
                                  As Previously             As Previously             As Previously            As Previously
                       Restated     Reported     Restated     Reported    Restated      Reported     Restated    Reported
                         2002         2002         2002         2002        2002          2002         2002        2002
                         ----         ----         ----         ----        ----          ----         ----        ----

Net Sales........... $  186,109   $  186,038   $  203,802   $  203,624   $  205,110  $   205,474  $   201,536  $   201,364
Gross Profit........     19,444       18,968       20,978       22,893       17,766       19,800       21,347       24,444
Special Charges(a)..         --           --           --           --        5,071        5,071        3,850        3,634
Loss from Operations
    Before Accounting
    Change..........    (2,690)      (2,382)      (2,043)        (876)      (6,368)      (5,229)     (48,238)     (44,987)
Net Loss Attributable
    to Common
    Shareholders.... $ (23,966)   $ (23,658)   $  (5,124)   $  (3,957)   $  (9,526)  $   (8,387)  $  (51,546)  $  (48,295)
                     ==========   ==========   ==========   ==========   ==========  ===========  ===========  ===========

(a)                                                                See Note (4) to the Consolidated Financial Statements.










ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

ITEM  9A.  CONTROLS AND PROCEDURES

         As of December 31, 2003, the Company's  management,  with the participation of the Company's Chief Executive Officer and Chief
Financial  Officer,  evaluated the effectiveness of the design and operations of the Company's  disclosure  controls and procedures (as
defined in Rule 13a-15(e)  under the Securities  Exchange Act of 1934, as amended).  Based upon that  evaluation,  the Chief  Executive
Officer and Chief Financial  Officer  concluded,  as of December 31, 2003, that the Company's  disclosure  controls and procedures were
effective for recording,  processing,  summarizing and reporting the information the Company  discloses in the reports that the Company
files with the Commission.

         During the year ended  December 31, 2003,  there was no change in the Company's  internal  controls over  financial  reporting
that materially affected, or was reasonably likely to materially affect, the Company's internal controls over financial reporting.

         Subsequent to December 31, 2003,  and as a result of inquiries  regarding  accounting  and financial  reporting  issues at its
Laon,  France  facility,  the Company  determined that it would restate its financial  statements for the years ended December 2002 and
2003,  and the quarter  ended April 4, 2004 (the  "Restatement").  In addition,  in  connection  with the  Restatement,  the  Company's
auditors,  Deloitte & Touche LLP, delivered a letter to the Company regarding "material  weaknesses" in the Company's internal controls
concerning  oversight of its European  operations,  in  particular  its Laon,  France  facility.  For a discussion  of the  restatement
adjustments, see "Item 8.  Financial Statements - Note (3) Restatements."

         In  connection  with the  Restatement  process  and the  inquiry  by the Audit  Committee,  the  Company  has  carried  out an
evaluation,  under the  supervision and with the  participation  of our Chief Executive  Officer and Chief  Financial  Officer,  of the
effectiveness  of the design and  operation of our  disclosure  controls and  procedures,  including an evaluation of such controls and
procedures at a number of its other  facilities,  and has concluded that the controls and procedures at such other  facilities,  and at
the  Company's  corporate  headquarters,  are superior to those that  existed at its Laon,  France  facility.  In  connection  with the
restatement  process,  the Company has initiated the  implementation  of various  measures to strengthen its internal  controls and has
added more structure to the financial  oversight of its European  operations,  including its facility in France.  The Company  believes
that, in connection with this effort,  it has  substantially  strengthened  the  organization and personnel of the senior financial and
control functions in Europe and adopted more rigorous policies and procedures with respect to its financial reporting.

         The Company  will  continue to evaluate  the  effectiveness  of its controls and  procedures  on an ongoing  basis,  including
consideration  of  recommendations  identified  through the  investigation,  and will  implement  further  actions as  necessary in its
continuing efforts to strengthen the control process.

         The  Company's  management  is  committed  to  continuing  to improve  the state of its  controls  and  procedures,  corporate
governance  and financial  reporting.  Other than as described  above,  since the  evaluation  date by the Company's  management of its
internal controls,  there have not been any significant  changes in the internal controls or in other factors that could  significantly
affect the internal controls.






                                                               PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following  table sets forth the name,  age as of March 15, 2004,  and as of the date of this filing,  and position of each
of our directors,  executive officers and other key employees.  Each of our directors will hold office until the next annual meeting of
shareholders  or until his  successor has been elected and  qualified.  Our officers are elected by our Board of Directors and serve at
the discretion of the Board of Directors.

                      Name                          Age                              Position
                      ----                          ---                              --------

Carl Ferenbach............................           61     Director, Co-Chairman of the Board
George V. Bayly...........................           61     Director, Co-Chairman of the Board and Chief Executive Officer1
John L. Workman...........................           52     Director, Chief Executive Officer1
Thomas A. Scrimo..........................           55     Executive Vice President and General Manager, Business Units of
                                                            the Americas
Sarah T. Macdonald........................           39     Senior Vice President, Sales
Larry S. Morrision........................           50     Senior   Senior Vice President, Metal Manufacturing and
                                                            Lithography Operations
Francois J. Vissers.......................           43     Senior   Senior Vice President, International and President of
                                                            European Operations
Sandra K. Vollman.........................           46     Senior Vice President and Chief Financial Officer
Emil P. Obradovich........................           57     Vice President and Chief Technical Officer
Thomas J. Olander.........................           55     Vice President, Human Resources
Sheleen Quish.............................           55     Chief Information Officer and Vice President, Corporate Marketing
Richard K. Lubin..........................           57     Director
Philip R. Mengel..........................           59     Director
Francisco A. Soler........................           58     Director
Louis B. Susman...........................           66     Director

1On April 22, 2004, the Company announced that John Workman had stepped down from his position as Chief Executive Officer and that
George Bayly had been named Chief Executive Officer.

Carl Ferenbach.  Mr. Ferenbach  became Chairman of the Board in October 2002. Mr. Ferenbach,  who was one of our founding  directors in
1983  and  served  as a  member  of our  Board  of  Directors  until  February 2000,  was  elected  as a  Director  at the  time of the
recapitalization.  Mr. Ferenbach  is also a Managing  Director  of  Berkshire  Partners,  which he  co-founded  in 1986.  He has been a
director of many of Berkshire  Partners'  manufacturing,  transportation and  telecommunications  investments,  serves as a director of
Crown Castle International Corporation and is Chairman of English Welsh & Scottish Railway.

George V. Bayly.  Mr. Bayly has served as a Director  since August 2003,  was named  Co-Chairman  of the Board in December 2003 and was
appointed  Chief  Executive  Officer in April 2004.  Mr.  Bayly has been a principal  of Whitehall  Investors,  LLC, a  consulting  and
venture  capital firm,  since 2002.  From 1991 to 2002,  Mr. Bayly served as Chairman,  President and Chief  Executive  Officer of Ivex
Packaging  Corporation,  a  container  and  packaging  manufacturer.  Mr.  Bayly is also a  director  of General  Binding  Corporation,
Packaging Dynamics Inc. and Huhtamaki Oy.

John L. Workman.  Mr. Workman  was Chief  Executive  Officer from February 2003 until April 2004.  From October 2002 to February  2003,
Mr. Workman served as the Company's  Chief Operating  Officer.  Prior thereto,  Mr. Workman had served as the Company's  Executive Vice
President and Chief  Financial  Officer since August 1998.  Prior to his  appointment,  Mr. Workman  served as Executive Vice President
and  Chief  Restructuring  Officer  at  Montgomery  Ward  Holding  Corporation.  Montgomery  Ward  was  one  of  the  nation's  largest
privately-held retailers.

Thomas A. Scrimo.  Mr. Scrimo  became  Executive  Vice  President  and General  Manager for  Business  Units of the Americas in October
2003.  Since February 2003,  Mr. Scrimo had served as our Executive Vice President and General  Manager for Aerosol,  Paint and General
Line.  From  November  2002 to February  2003,  Mr.  Scrimo  served as the  Company's  Senior  Vice  President  and General  Manager of
Operations,  Americas.  Mr. Scrimo served as our Senior Vice President and General  Manager,  Aerosol  Operations and Business  Support
since February 2000. From August 1998 to February 2000,  Mr. Scrimo served as our Vice President,  Business Support  Operations.  Prior
to joining us, he served as Vice President of Operations for Greenfield  Industries, Inc.,  an international  tool  manufacturer,  from
January 1997 to August 1998.

Sarah T.  Macdonald.  Ms.  Macdonald was named our Senior Vice President,  Sales in October 2003.  Previously,  Ms.  Macdonald had been
our Vice President,  Global Accounts since May 2001.  From August 2000 to May 2001, she served as Vice  President,  Marketing,  Aerosol
and Paint,  Plastic & General Line and Vice  President,  Marketing,  Paint,  Plastic & General Line from  December 1999 to August 2000.
From October 1998 to December of 1999,  Ms.  Macdonald was the Sales and Marketing  Director of the Company's U.K.  operations.  Before
joining the Company,  Ms.  Macdonald  held a number of different  sales and  marketing  positions  with Crown,  Cork & Seal and Carnaud
Metalbox.

Larry S.  Morrison.  Mr.  Morrison  became Senior Vice  President  for Metal  Manufacturing  and  Lithography  in October  2003.  Since
February  2003,  Mr.  Morrison  had served as Senior  Vice  President  and General  Manager for  Plastics,  Lithography  and  Specialty
Products.  From June 2002 to February  2003,  Mr.  Morrison  served as Vice President of Specialty  Products and Litho  Services.  From
July 1995 to June 2002, Mr.  Morrison held numerous  positions  within the Company  including Vice President,  Operational  Excellence,
Vice President and General Manager, Custom & Specialty Products and Vice President of Manufacturing of Custom & Specialty Products.

Francois  Vissers.  Mr.  Vissers has held the position of Senior Vice  President,  International  and President of European  Operations
from February 2003 through  August 2004.  From  September  2002 to February  2003,  Mr.  Vissers  served as Vice  President  Europe and
Managing  Director May  Verpackungen.  Prior thereto,  Mr. Vissers served as Vice President,  Aerosol Division - Europe since May 2001.
Before joining the Company, he held various senior management  positions with GE Plastics in Europe,  including General Manager for the
European ABS business from 2000 through May 2001 and European productivity leader from 1999 through 2000.

Sandra K. Vollman.  Ms. Vollman  was named Senior Vice  President and Chief  Financial  Officer in February  2003. Ms. Vollman had been
serving as the Company's  Primary  Financial  Officer since October 2002.  From February 2002 to October 2002, Ms Vollman had served as
the Company's  Senior Vice  President--Finance.  She joined the Company in July 1999 as Vice  President - Business  Development  and was
named Vice  President - Finance in September  2000.  From 1997 to 1999,  Ms. Vollman  was Vice  President and Corporate  Controller for
Montgomery Ward and Co.

Emil P.  Obradovich.  Mr. Obradovich  has served as our Vice President and Chief Technical  Officer since  February 2000.  From 1996 to
February 2000, Mr. Obradovich served as our Managing Director of Technical Services.

Thomas J. Olander.  Mr. Olander became Vice  President,  Human  Resources in March 2003.  Previously,  Mr. Olander held the position of
Vice President,  Organization & Staffing,  Compensation & Benefits for U.S. Can since December 1999. Prior to joining the company,  Mr.
Olander held the position of Vice President,  Human Resources for Draper and Kramer,  Inc., a Chicago-based  real estate firm from 1996
through 1999.

Sheleen Quish.  Ms. Quish has been serving as our Chief  Information  Officer and Vice  President,  Corporate  Marketing since February
2003.  From December 2000 to February  2003,  Ms. Quish served as our Vice President and Chief  Information  Officer.  Prior to joining
U.S. Can, Ms. Quish served as Managing  Director of Leapnet,  an Internet  company from June 2000 to December  2000, and as Senior Vice
President of Administration and Systems of Unitrin, an insurance and financial services company, from 1998 through June 2000.

Richard K.  Lubin.  Mr. Lubin  has  served as a Director  since the  recapitalization  in 2000.  Mr. Lubin  is a Managing  Director  of
Berkshire  Partners,  which he co-founded in 1986. He has been a director of many of Berkshire Partners'  manufacturing,  retailing and
transportation  investments and currently  serves as a director of The Holmes Group,  Inc.,  English Welsh & Scottish Railway and Fresh
Start Bakeries, Inc.

Philip R. Mengel.  Mr. Mengel was elected a Director in 2001 and currently serves as an Advisory  Director to Berkshire  Partners.  Mr.
Mengel was the Chief  Executive  Officer of English  Welsh & Scottish  Railway from January 2000 through  December  2003.  From 1996 to
January 2000, Mr. Mengel was the Chief Executive  Officer of Ibstock plc, an international  building  products  company.  Mr. Mengel is
also a director of The Economist Newspaper Group.

Francisco  A.  Soler.  Mr. Soler  has  served  as a  Director  since  1983.  Since  1985,  Mr. Soler  has  served  as the  Chairman  of
International  Bancorp of Miami, Inc.,  the holding company for The International  Bank of Miami,  N.A.  Mr. Soler is also President of
Harbour Club Milano Spa and a director of various industrial and commercial companies in the United Kingdom and El Salvador.

Louis B. Susman.  Mr. Susman  has served as a Director  since 1998.  Mr. Susman is a Vice Chairman of the  Citigroup  Global  Corporate
Investment Bank,  Chairman of the Citigroup North American Customer  Committee,  and a Vice Chairman of Investment Banking and Managing
Director of Salomon  Smith  Barney Inc.  Prior to joining  Salomon  Brothers Inc (one of the  predecessors  of Salomon Smith Barney) in
June 1989,  Mr. Susman was a senior partner at the St. Louis-based law firm of Thompson &  Mitchell.  Mr. Susman is a Director of Drury
Inns and has previously served on the boards of the St. Louis National Baseball  Club, Inc.,  Silver Eagle, Inc.,  Hasco International,
PennCorp Financial, Avery, Inc. and other publicly-held corporations.

Audit Committee Financial Expert

         Messrs. Soler, Mengel,  Ferenbach,  Bayly and Lubin constitute the members of our audit committee.  At the present time, based
on our review of the criteria  required to meet the  definition of "audit  committee  financial  expert" under the rules adopted by the
SEC, no member of the audit  committee meets the SEC's  definition of an audit committee  financial  expert.  Nevertheless,  we believe
the  experience  and  education  of the  members of the audit  committee  qualifies  them to monitor  the  integrity  of our  financial
statements,  legal and  regulatory  requirements  applicable  to us, the  public  accountants'  qualifications  and  independence,  the
performance of our internal audit function,  and our compliance with the Sarbanes-Oxley  Act and the rules and regulations  thereunder.
Moreover,  we believe  that each of the  members  of the audit  committee  has  demonstrated  that he is  capable of (i)  understanding
generally accepted accounting principles ("GAAP") and financial  statements,  (ii) assessing the general application of GAAP principles
in connection with the accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating our financial statements,  (iv)
understanding internal controls and procedures for financial reporting,  and (v) understanding audit committee functions,  all of which
are attributes of an audit committee  financial  expert under the rule adopted by the SEC. Given the business  experience and acumen of
Messrs. Soler, Mengel,  Ferenbach,  Bayly and Lubin and their longstanding service as members of the our audit committee,  the Board of
Directors  believes that they are  qualified to carry out all duties and  responsibilities  of our audit  committee.  In addition,  the
audit committee has the ability on its own to retain independent  accountants,  financial  advisors or other consultants,  advisors and
experts  whenever it deems  appropriate.  We believe the  directors'  qualifications  and  experience,  and ability to utilize  outside
advisors and experts as they consider  appropriate,  affords them  sufficient  background  and  expertise to fulfill their  obligations
without the necessity of including an audit financial expert at the present time.

Code of Ethics


         The Company has adopted a code of business  conduct and ethics for  officers  (including  the  Company's  principal  executive
officer,  principal financial officer and controller) and employees,  known as the Corporate Code of Ethics and Conduct.  The Corporate
Code of Ethics and Conduct is available on the Company's website at http://www.uscanco.com/code.htm.







ITEM 11.  EXECUTIVE COMPENSATION

         The following tables set forth  information  concerning  compensation  paid to our Chief Executive  Officer and our other four
most highly  compensated  executive  officers  during  fiscal years 2003,  2002 and 2001.  Information  is also included for one of our
former executives, who would have been among the most highly compensated officers but for his resignation in November 2003.

Summary Compensation Table
                                                                                                      Long Term Compensation
                                                                                                      ----------------------
                                                        Annual Compensation                         Awards              Payout
                                                        -------------------                         ------              ------
                                                                                                  Securities
                                                                                                  Underlying
                                                                              Other Annual    Options/SARs (#)(c)     All Other
                                                                                              -------------------
Name and Principal Position            Year      Salary         Bonus         Compensation                           Compensation
                                       ----      ------         -----         ------------                           ------------

John L. Workman                          2003      $521,377                            $6,194                none $     26,681(a)
Chief Executive Officer                  2002      $424,723      $ --                  $7,215                none $     24,148(b)
                                         2001      $412,915        $45,000             $7,215                none $     46,600(c)
                                                                   $20,000
Thomas A. Scrimo                         2003      $287,869         $   --             $5,506                none $    14,563(a)
Executive Vice President and G.M.,       2002      $252,677        $35,000             $5,506                none $    14,478(b)
Aerosol, Paint & Business Support        2001      $245,754        $12,000             $5,506                none $    22,016(c)


Larry S. Morrison                        2003      $207,600        $50,000             $5,506                none $       8,168(a)
Senior Vice President, Metal             2002      $202,615        $25,000             $5,506                none $     10,113(b)
Manufacturing & Lithography              2001      $195,138        $20,000             $5,506                none $     13,184(c)





Francois Vissers (e)                     2003      $341,037         $   --             $7,049                none $
Senior Vice President, International     2002      $270,948        $31,102             $5,457                none -(d)
and President of European Operations     2001     $240,085         $51,739             $3,291              25.000 $
                                                                                                                  -(d)
                                                                                                                  $
                                                                                                                  -(d)

Sandra K. Vollman                        2003      $224,792         $   --             $5,506                none $       8,306(a)
Senior Vice President and Chief          2002      $203,446        $20,000             $5,506                none $     16,219(b)
Financial Officer                        2001      $193,062        $20,000             $5,506                none $     13,774(c)





James J. Poehling (e)                    2003      $244,623         $   --             $5,189                none $    50,874(a)
Senior Vice President, North             2002      $242,292        $80,000             $5,506                none $    90,668(b)
American Sales and Channel              2001        $71,282        $35,000             $2,169              50.000 $      9,751(c)
Development


(a)      2003 amounts shown for Messrs. Workman,  Scrimo,  Morrison, Ms. Vollman and Mr. Poehling include contributions or payments for
         their benefit to U.S. Can  Corporation's  Salaried Employee Savings and Retirement  Accumulation Plan ("SRAP") and pursuant to
         nonqualified  retirement plans ($26,681,  $14,563,  $8,168,  $8,306 and $14,069  respectively).  The 2003 amount shown for Mr.
         Poehling also includes  reimbursement for relocation  expenses claimed under his Employment  Agreement of $22,382 and payments
         made by the Company of $14,423 in accordance with his Severance Agreement.

 (b)     2002 amounts shown for Messrs. Workman,  Scrimo,  Morrison, Ms. Vollman and Mr. Poehling include contributions or payments for
         their benefit to U.S. Can  Corporation's  Salaried Employee Savings and Retirement  Accumulation Plan ("SRAP") and pursuant to
         nonqualified retirement plans ($24,148,  $14,478,  $10,113,  $16,219 and $11,630 respectively).  The 2002 amount shown for Mr.
         Poehling includes reimbursement for relocation expenses claimed under his Employment Agreement of $79,038.

(c)      2001 amounts shown for Messrs. Workman,  Scrimo,  Morrison, Ms. Vollman and Mr. Poehling include contributions or payments for
         their benefit to U.S. Can  Corporation's  Salaried Employee Savings and Retirement  Accumulation Plan ("SRAP") and pursuant to
         nonqualified  retirement  plans  ($46,600,  $22,016,  $13,184,  $13,774 and $987  respectively).  The amount for Mr.  Poehling
         represents reimbursements for relocation expenses claimed under his employment agreement of $8,764, respectively.

 (d)     Mr. Vissers is compensated  partially in euros and partially in British pounds.  The amounts shown for  Mr. Vissers  have been
         converted  to  U.S. dollars  at the  applicable  exchange  rate in effect as of the  calendar  year-end  for the year in which
         payment was made.  During 2003,  2002 and 2001 the Company did not make any  contributions  for the benefit of Mr.  Vissers to
         any type of executive  retirement plan or overseas  employee  benefit trust.  All such  contributions  are made by Mr. Vissers
         through salary deductions.

(e)                                                                Mr.  Vissers  joined the Company in May 2001.  Mr.  Poehling  joined
         the Company in September 2001 and resigned from the Company on November 28, 2003.

Option Grants

         There were no option or stock  appreciation  right  ("SAR")  grants to our Chief  Executive  Officer  or our four most  highly
compensated employees in 2003.

Aggregated Option/SAR Exercises in 2003 and 2003-End Option/SAR Values

         No shares were acquired as a result of option exercises by the named executive officers during 2003.

                                                                 Number of Securities
                                                                      Underlying              Value of Unexercised
                                                                 Unexercised Options          In-The-Money Options
                                                                 at 2003-Year End (#)       at 2003-Year End ($)(a)
                           Name                               Exercisable/Unexercisable    Exercisable/Unexercisable
                           ----                               -------------------------    -------------------------

John L. Workman..........................................            42.440/311.23                         $0/$0
Thomas A. Scrimo.........................................          135.809/203.713                         $0/$0
Francois Vissers.........................................            10.000/15.000                         $0/$0
Larry S. Morrison........................................            33.952/22.635                         $0/$0
Sandra K. Vollman........................................            84.881/56.587                         $0/$0
James J. Poehling (b)....................................            20.000/00.000                         $0/$0
-----------

(a)                                                                There was no established  trading market for U.S. Can  Corporation's
         common stock as of  December 31,  2003.  Management has determined  that the fair market value of the common stock  underlying
         these options did not exceed  $1,000.00  (the exercise  price of these  options)  and,  accordingly,  none of the options were
         in-the-money.

(b)                                                                Mr.  Poehling  resigned  from the Company on November 28,  2003.  In
         accordance with his separation agreement, his options expired on March 12, 2004

Compensation of Directors

         Directors Fees

         Each outside  Director of U.S. Can receives an annual  retainer of $30,000 and full Board  meeting fees of $1,500 for meetings
attended in person and $500 for meetings  attended  telephonically.  Directors are also reimbursed for reasonable  expenses incurred in
the course of their  service.  There are five regularly  scheduled  full Board meetings each year and at least one regularly  scheduled
board meeting is held each quarter.

         Committee Fees

          The Board has  standing  Audit,  Compensation  and  Nominating  Committees.  Each  outside  Director  serving on a  Committee
receives meeting fees of $1,000 for meetings  attended in person and $500 for meetings attended  telephonically.  Committee members are
also reimbursed for reasonable expenses incurred in the course of their service.

         Other Fees

         George Bayly is  Co-Chairman  of the Company's  Board of  Directors.  Mr. Bayly also consults with the Company for which he is
compensated  $300,000 per year,  excluding board fees. Also, in conjunction with his consulting  arrangement,  Mr. Bayly was awarded an
additional  400 options  with a strike  price of $1,000.  These  option vest  ratably  over a  three-year  period so long as Mr.  Bayly
remains Co-Chairman of the Board of Directors and devotes 50% of his time consulting on behalf of the Company.

Compensation Committee Interlocks and Insider Participation

         Mr. Lubin served as Chairman of U.S. Can  Corporation's  Compensation  Committee  during 2002. Mr. Lubin and Mr. Ferenbach are
managing  directors of Berkshire  Partners.  Mr.  Mengel is an Advisory  Director to Berkshire  Partners.  Upon the  completion  of the
recapitalization,  Berkshire  Partners  received a fee of $2.0 million.  In addition,  Berkshire  Partners receives a management fee of
$750,000 per year.

         The second  amendment to the Senior  Secured  Credit  Facility  includes an additional  Tranche C term loan of $25.0  million.
Under certain  circumstances,  the Company's majority  shareholder may be required to cash collateralize and ultimately  repurchase the
new term loan  facility.  The Company  borrowed $20.0 million under the Tranche C facility on December 18, 2001. In  consideration  for
Berkshire's  agreement  to  purchase a  participation  in the  Tranche C term  loan,  the  Company  has agreed to accrue for and pay to
Berkshire  an annual fee of 2.75% of the amount of the Tranche C term loan then  outstanding,  which was  $550,000 for each of 2003 and
2002. This fee is payable in advance,  is  non-refundable  and may not be paid in cash (without the requisite senior lenders'  consent)
so long as the  Company's  current  senior  bank debt is  outstanding.  If  Berkshire  were  required to purchase a Tranche C term loan
participation  in the future,  the Company  would be required to pay  Berkshire  the amount of such  Tranche C term loan,  plus accrued
interest,  to the extent of  Berkshire's  participation.  The Company  also agreed to  reimburse  Berkshire's  out-of-pocket  costs and
expenses incurred in connection with the purchase agreement and the second amendment to the credit agreement.

         None of our executive officers serves:

(1)                                                                as a member of the  compensation  committee  of any entity  that has
                             one or more executive officers serving as a member of our Compensation Committee;
(2)                                                                as a member of the board of  directors  of any  entity  that has one
                             or more executive officers serving as a member of our Compensation Committee; and
                     (3)     as a member of the  compensation  committee of any entity that has one or more executive  officers serving
                             as a member of our Board of Directors.

Transactions with Management

Executive Severance Plan

         Several of our executive  officers are eligible to participate in our executive  severance plan. The executive  severance plan
provides an executive with a severance  payment equal to 12 months  (18 months for certain  executives) of the executive's  base salary
in the event the  executive is  terminated  without cause or leaves for good reason.  In the cases of Messrs.  Scrimo and Workman,  the
executive  severance plan will not provide a severance  benefit if these  executives are entitled to receive a severance  benefit under
their change in control agreements (described below).

U.S. Can Corporation 2000 Equity Incentive Plan

         In connection with the  recapitalization,  the Board of Directors and  stockholders of U.S. Can Corporation  approved the U.S.
Can  Corporation  2000 Equity  Incentive  Plan. The Board of Directors  administers  the plan and may, from time to time,  grant option
awards to directors of U.S. Can  Corporation,  including  directors  who are not  employees  of U.S.  Can  Corporation,  all  executive
officers of U.S. Can  Corporation  and its  subsidiaries,  and other  employees,  consultants,  and advisers who, in the opinion of the
Board,  are in a position to make a significant  contribution to the success of U.S. Can and its  subsidiaries.  The Board of Directors
may grant options that are  time-vested  and options that vest based on the attainment of performance  goals  specified by the Board of
Directors.

Change in Control Agreements

         Mr.  Obradovich  is a party to a  change  in  control  agreement.  The  agreement  with  Mr.  Obradovich  provides  that  upon
termination by us or constructive termination by Mr. Obradovich within two years of a change in control, he will be entitled to:

         o a  severance  payment  equal to one  times  the  greater  of his  current  annual  base  salary or the  annual  base  salary
                immediately before the change in control;

         o  a pro-rated bonus based on the target bonus; and

         o  continuation of health and welfare benefits for one year following termination.

Employment Agreements with Messrs. Scrimo and  Workman

         In October of 2003, the Company renewed its existing  employment  agreements with Messrs.  Scrimo and Workman,  referred to as
the executives,  for an additional  year. Under the terms of these employment  agreements,  Messrs.  Scrimo and Workman will be paid an
annual base salary of at least $220,000 and $390,000,  respectively,  which have been adjusted to $300,000 and $544,500,  respectively.
Each executive's base salary and other  compensation  will be reviewed  annually by that  executive's  supervisor.  Each executive also
participates  in our  management  incentive plan with an opportunity to receive a bonus payment equal to 50% of his or her base salary.
The Company also agreed to provide each  executive  with term life  insurance  coverage with death benefits at least equal to twice his
or her base salary, an automobile allowance and employee benefits comparable to those provided to our other senior executives.

         In the event of the  termination of an executive's  employment with us due to his death or permanent  disability,  we will pay
him or his estate:

                  (1) an  amount  equal to one  year's  base  salary  reduced  by any  amounts  received  from  any life or  disability
                insurance provided by us; and

         (2) if the  executive  is  entitled  to  receive  a bonus  payment  under  the  management  incentive  plan,  a bonus  payment
                prorated to reflect any partial year of employment.

         In the event an executive  terminates his employment  for good reason or we terminate his  employment  without cause,  we will
pay him:

         (1) his base  salary  and  benefits  for the  earliest  to occur of  18 months,  his  death or the date that he  breaches  the
                provisions of his employee agreement (relating to non-competition, confidentiality and inventions); and

         (2) if the  executive  is  entitled  to  receive  a bonus  payment  under  the  management  incentive  plan,  a bonus  payment
                prorated to reflect any partial year of employment.

         If an executive's employment is terminated for cause or by voluntary resignation, he will receive no further compensation.

Separation Agreement with Mr. Poehling

         The Company entered into a severance agreement with Mr. Poehling on October 24, 2003, under which he resigned effective
November 28, 2003 (the "Separation Date").  Under the terms of this severance agreement, we agreed to provide to Mr. Poehling
severance benefits, including:

(a)                                                                his salary for a period of 39 weeks after the Separation Date;

(b)                                                                an award, if any, to him under our Management Incentive Plan for
              the performance period in which the        Separation Date occurred, subject to a pro rata reduction for the period
              following the Separation Date; and

(c)                                                                waiving our exercise of the call right of any securities held by
              him on the Separation Date.

         Mr. Poehling also agreed to standard confidentiality, nonsolicitation, nondisparagement and release provisions.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Following the  recapitalization  on October 4,  2000, United States Can had one class of issued and outstanding  common stock,
and U.S. Can Corporation  owned all of it. On December 20, 2002, U.S. Can Corporation  amended its certificate of  incorporation to (i)
effect a reverse stock split which,  upon filing with the Secretary of State of the State of Delaware,  reclassified and converted each
preexisting  share of common stock and Series A preferred stock into 1/1000th of a share of common and preferred  stock,  respectively,
and (ii) a corresponding  reduction in the number of its authorized  shares of common stock from  100,000,000  shares to 100,000 shares
and in the number of its authorized  shares of preferred stock from 200,000,000  shares to 200,000 shares.  The reverse stock split did
not affect the relative percentages of ownership for any shareholders.

         The following table sets forth certain  information  with respect to the ownership of U.S. Can  Corporation's  common stock as
of March 15, 2004.  As of March 15, 2004, U.S. Can Corporation had 53,333.333 shares of issued and outstanding common stock.

         U.S. Can  Corporation's  preferred  stock,  which has no voting rights other than those  provided by Delaware law, is owned by
Berkshire  Partners and its  co-investors,  Salomon Smith Barney and  affiliates of Francisco  Soler.  See "Certain  Relationships  and
Related Party Transactions--Preferred Stock."

         Notwithstanding  the beneficial  ownership of common stock  presented  below,  the  stockholders  agreement  entered into upon
consummation of the transactions  governs the  stockholders'  exercise of their voting rights with respect to the election of directors
and other material events.  The parties to the stockholders  agreement have agreed to vote their shares to elect the Board of Directors
as set forth therein. See "Certain Relationships and Related Party Transactions - Stockholders Agreement."

         The  following  table  describes the  beneficial  ownership of each class of issued and  outstanding  common stock of U.S. Can
Corporation  by each of our  directors  and executive  officers,  our  directors and executive  officers as a group and each person who
beneficially  owns more than 5% of the  outstanding  shares of common stock of U.S. Can  Corporation  as of March 15, 2004.  As used in
the table, beneficial ownership has the meaning set forth in Rule 13d-3(d)(1) of the Exchange Act.








                           Beneficial Owner                                Number of Shares       Percent Ownership
                           ----------------                                ----------------       -----------------

Berkshire Partners LLC (1)............................................               41,229.278           77.30%
John L. Workman (2) ..................................................                1,042.440           1.95
Thomas A. Scrimo (3)..................................................                  349.143              *
Sandra K. Vollman (4).................................................                   84.881              *
Larry S. Morrison (4).................................................                   33.952              *
Francois Vissers (4)..................................................                   10.000              *
James J. Poehling ....................................................                       --              *
George V. Bayly ......................................................                       --              *
Carl Ferenbach (5)....................................................               41,229.278          77.30
Richard K. Lubin (5)..................................................               41,229.278          77.30
Philip R. Mengel......................................................                       --              *
Francisco A. Soler (6)................................................                  951.485           1.78
Louis B. Susman (7)...................................................                2,613.332           4.90
All officers and directors as a group (15 persons) (8)................               46,399.904          87.00

-----------

*            Less than 1%

(1)      Includes  25,847.737  shares of common stock held by Berkshire Fund V Limited  Partnership;  2,584.771  shares of common stock
         held by Berkshire  Investors LLC; and 12,796.770  shares of common stock held by Berkshire Fund V Coinvestment  Fund,  Limited
         Partnership. The address of Berkshire Partners LLC is One Boston Place, Suite 3300, Boston, Massachusetts 02108.

(2)      Includes 42.440 shares subject to currently exercisable options.

(3)      Includes 135.809 shares subject to currently exercisable options.

(4)      Number of shares represents currently exercisable options.

(5)      Mr. Ferenbach and Mr. Lubin are Managing Directors of Berkshire Partners LLC.

(6)      Mr. Soler  beneficially  owns  951.485  shares  of U.S.  Can  Corporation  common  stock as a result  of his  relationship  to
         (i) Windsor  International  Corporation,  a company of which  Mr. Soler is a director and  executive  officer and which is the
         record holder of 424.460  shares,  (ii) Atlas  World Carriers  S.A., a company of which  Mr. Soler is a director and executive
         officer and which is the record holder of 250.172  shares,  (iii) The  World  Financial  Corporation  S.A., a company of which
         Mr. Soler is a director and executive  officer and which is the record holder of 250.172 shares,  and  (iv) Scarsdale  Company
         N.V., Inc., a company of which Mr. Soler is an executive officer and which is the record holder of 26.681 shares.

(7)      Mr. Susman  beneficially  owns 2,613.332  shares of common stock as a result of his  relationship to Citigroup.  Mr. Susman is
         the Vice Chairman of Investment  Banking and Managing Director of Citigroup Global  Markets Inc.  Citigroup and its affiliates
         are the record holder of 2,613.332 shares of common stock.

(8)      Includes 392.475 shares subject to currently exercisable options.







ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company  believes  that the terms of the  transactions  described  below are at least as  favorable  to the Company as the
Company would expect to negotiate in transactions with unrelated third parties.

Relationship with Berkshire Partners

         Berkshire  Partners  has been  actively  involved in the Company  through  Carl  Ferenbach,  a founding  partner of  Berkshire
Partners.  Mr.  Ferenbach  was one of the  Company's  founding  directors  in 1983 and  served  as a member of the  Company's  Board of
Directors  until  February  2000.  In addition,  Mr. Lubin is a managing  director of Berkshire  Partners and Mr.  Mengel  serves as an
Advisory  Director to Berkshire  Partners.  Upon the  completion of the  recapitalization,  Berkshire  Partners  received a fee of $2.0
million.  In addition, Berkshire Partners receives a management fee of $750,000 per year.

         The second  amendment to the Senior Secured Credit Facility  includes an additional  Tranche C term loan of $25.0 million,  of
which  $20.0  million  is  presently  outstanding.  Under  certain  circumstances,  the  Berkshire  Partners  may be  required  to cash
collateralize  and  ultimately  repurchase a  participation  in the Tranche C term loan  facility.  In  consideration  for  Berkshire's
agreement to purchase a  participation  in the Tranche C term loan under  certain  circumstances,  the Company has agreed to accrue for
and pay to  Berkshire an annual fee of 2.75% of the amount of the Tranche C term loan then  outstanding,  which was $550,000 in each of
2003 and 2002. This fee is payable in advance,  is  non-refundable  and may not be paid in cash (without the requisite  senior lenders'
consent) so long as the Company's  current  senior bank debt is  outstanding.  If Berkshire  were required to purchase a Tranche C term
loan  participation in the future,  the Company would be required to pay Berkshire the amount of such Tranche C term loan, plus accrued
interest,  to the extent of  Berkshire's  participation.  The Company  also agreed to  reimburse  Berkshire's  out-of-pocket  costs and
expenses incurred in connection with the purchase agreement and the second amendment to the credit agreement.

Relationship with Citigroup

         Citigroup  Inc. and its affiliates  currently  beneficially  own 4.90% of the common stock of U.S. Can and provide  investment
banking and financial  advisory  services to the Company from time to time.  Citigroup  Global Markets Inc.  (formerly known as Salomon
Smith Barney Inc.) was paid  $2.0 million  in fees for  financial  advisory  services  provided in connection  with the September  2000
recapitalization  and received customary  compensation as an initial purchaser of the Company's 12 3/8% Senior  Subordinated Notes that
were offered in connection  with the  recapitalization.  In addition,  Citibank,  N.A. was an agent under the Company's  Senior Secured
Credit  Facility,  for which it received  customary  compensation.  Mr.  Susman is Vice  Chairman of  Investment  Banking and  Managing
Director of  Citigroup  Global  Markets Inc.  Citigroup  Inc.  was paid $2.9 million in fees in 2003 for  financial  advisory  services
provided in connection  with the  Company's 10 7/8% Senior  Secured Note  offering.  The Company did not make any payments to Citigroup
in 2002 or 2001 and have not  agreed to make any  payments  to them in 2004,  other  than for  customary  fees and  payments  under the
Company's Senior Secured Credit Facility and compensation as the initial  purchaser in connection with the original  offering of the 12
3/8% Senior Subordinated Notes.

Stockholders Agreement

         In connection with the  recapitalization,  the Company entered into a stockholders  agreement with stockholders which provides
for,  among other things,  certain  restrictions  and rights  related to the  transfer,  sale or purchase of common stock and preferred
stock.  The stockholders agreement has the following provisions:

         o        Prior to the third  anniversary of the closing of the  recapitalization,  no stockholder  may transfer shares of U.S.
                  Can Corporation  capital stock (other than limited  exceptions  including  permitted  transfers to an affiliate or in
                  connection with estate planning).

         o        After the third  anniversary of the closing of the  recapitalization,  a stockholder may only transfer shares of U.S.
                  Can Corporation  capital stock (other than limited  exceptions  including  permitted  transfers to an affiliate or in
                  connection with estate planning) after the transferring  stockholder  first gives U.S. Can Corporation,  and then the
                  other  stockholders  on a pro rata basis,  a right of first refusal to purchase all or a portion of the shares at the
                  same price.

         o        U.S.  Can  Corporation  has the right to  purchase  U.S.  Can  Corporation  equity  securities  held by a  management
                  stockholder  (as  defined)  in the  event the  management  stockholder's  employment  with U.S.  Can  Corporation  is
                  terminated for any reason.

         o        If a management  stockholder's  employment with U.S. Can Corporation is terminated by virtue of death,  disability or
                  retirement in accordance with U.S. Can Corporation policy, the management  stockholder will have the right to require
                  U.S. Can Corporation to purchase his or her equity securities of U.S. Can Corporation.

         o        If, at any time,  specified  stockholders holding 75% of the outstanding common stock equivalents (as defined) (i.e.,
                  Berkshire  Partners,  its  affiliates  and another  stockholder)  elect to consummate  the sale of 50% or more of the
                  common stock of U.S. Can Corporation to an unaffiliated third party, the remaining  stockholders will be obligated to
                  consent to and take all actions  necessary to complete the proposed sale of the same proportion of their stock on the
                  same terms.

         o        After the third  anniversary  of the  closing of the  recapitalization,  a  stockholder  (or a group of  stockholders
                  together)  owning more than 4% of the outstanding  shares of U.S. Can Corporation  capital stock may only (other than
                  in connection with estate planning  transfers)  transfer the shares to an unaffiliated  third party, so long as other
                  stockholders  are given the option to participate in the proposed  transfer on the same terms and conditions on a pro
                  rata basis (except in connection with transfers permitted by the stockholders agreement).

         o        The  stockholders  have agreed to elect  directors of U.S.  Can  Corporation  such that the Board of  Directors  will
                  consist of two designees of Berkshire and its affiliates so long as the Berkshire  stockholders maintain ownership of
                  at least 25% of the U.S. Can  Corporation  common  stock,  two designees of  management  stockholders,  Louis Susman,
                  Ricardo Poma,  Francisco  Soler (or another  designee of the Scarsdale Group if Francisco Soler and Ricardo Poma both
                  no  longer  serve  on the  Board of  Directors  so long as the  Scarsdale  Group  owns at  least  5% of the U.S.  Can
                  Corporation  common stock) and up to two other  independent  directors  acceptable to the other  directors.  Mr. Poma
                  resigned from membership on the Board in April 2001 and chose not to designate a replacement.

         o        Following an initial public offering of U.S. Can Corporation  common stock,  specified  stockholders will have either
                  one or two demand registration  rights. The stockholders will be entitled to "piggy-back"  registration rights on all
                  registrations  of U.S. Can  Corporation  common stock by U.S. Can  Corporation or any other  stockholder,  subject to
                  customary underwriter cutback.

         o        So long as U.S. Can Corporation is not paying default interest under any of its financing  arrangements,  an 80% vote
                  of the common stockholders will be required to approve and adopt mergers, acquisitions,  charter or bylaw amendments,
                  extraordinary  borrowings,  dividends,  stock issuances and other specified matters.  An 80% vote will be required at
                  all times for a financial  restructuring that treats the management  stockholders  differently and adversely from the
                  rest of the common stockholders.

         o        Stockholders  have  pre-emptive  rights to subscribe for newly issued shares on a pro rata basis,  subject to certain
                  exclusions.

         o        Most of the restrictions contained in the stockholders  agreements terminate upon consummation of a qualified initial
                  public offering of common stock by U.S. Can Corporation or specified changes in control of U.S. Can Corporation.

Preferred Stock

         As part of the  recapitilization  transactions,  U.S.  Can  Corporation  issued  and sold in a  private  placement  shares  of
preferred stock having an aggregate value of  $106.7 million  to Berkshire  Partners and its affiliates and the rollover  stockholders.
The principal  terms of the preferred  stock are  summarized  below.  This  summary,  however,  is not complete and is qualified in its
entirety by reference to the  provisions  of U.S.  Can  Corporation's  certificate  of  incorporation,  as in effect at the time of the
closing of the transactions.

         Dividends.  Dividends  accrue on the preferred  stock at an annual rate of 10%, are  cumulative  from the date of issuance and
compounded quarterly, on March 31,  June 30,  September 30 and December 31 of each year and are payable in cash when and as declared by
our Board of  Directors,  so long as  sufficient  cash is  available  to make the  dividend  payment and has been  obtained in a manner
permitted under the terms of our senior secured credit facility and the indenture.

         Voting Rights. Holders of the preferred stock have no voting rights, except as otherwise required by law.

         Ranking.  The preferred stock has a liquidation  preference equal to the purchase price per share, plus all accrued and unpaid
dividends.  The preferred  stock ranks senior to all classes of U.S. Can Corporation  common stock and is not  convertible  into common
stock.

         Redemption.  U.S. Can Corporation is required to redeem the preferred  stock,  at the option of the holders,  at a price equal
to its liquidation  preference,  plus accrued and unpaid  dividends,  upon the occurrence of any of the following events and so long as
sufficient cash is available at U.S. Can or available from dividend payments permitted under the terms of the indenture:

         o  the bankruptcy of either U.S. Can Corporation or United States Can Company;

         o the  acceleration  of debt under any major loan  agreement to which U.S. Can  Corporation  or any of its  subsidiaries  is a
           party; or

         o  public offerings of shares of capital stock of U.S. Can Corporation.

         No holder of preferred  stock,  however,  may require U.S. Can  Corporation  to redeem the  preferred  stock if doing so would
cause the bankruptcy of U.S. Can Corporation or United States Can Company or a breach of the indenture.  In addition,  if proceeds from
public offerings of U.S. Can  Corporation's  stock are insufficient to redeem all of the shares of the preferred stock that the holders
wish to be redeemed,  U.S. Can Corporation is required to redeem the remaining  shares at a price equal to its liquidation  preference,
366 days after the tenth  anniversary of the closing of the  transactions or the payment in full of the notes and the debt  outstanding
under the senior secured credit facility, whichever is earlier.

         U.S. Can  Corporation's  certificate of  incorporation  expressly  states that any  redemption  rights of holders of preferred
stock shall be  subordinate  or  otherwise  subject to prior rights of the lenders  under our senior  secured  credit  facility and the
holders of the exchange notes.

         Upon a change of control  of U.S.  Can  Corporation  (as  defined in the  indenture),  the  shares of  preferred  stock may be
redeemed at the option of either the holders or U.S. Can  Corporation,  subject to the terms of our senior secured credit  facility and
after the holders of the notes have been made and completed the requisite  offer to repurchase  following a change of control under the
indenture.

         The senior secured credit facility  prohibits our ability to redeem the preferred stock, and the indenture  restricts U.S. Can
Corporation's ability to obtain funds that may be necessary to redeem the preferred stock.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         The  Company's  audit  fees for  professional  services  rendered  by its  principal  accountant  for the audit of its  annual
financial statements were approximately $591,000 and $511,000 for the years ended December 31, 2003 and 2002, respectively.







Audit-Related Fees

         During 2003,  the Company paid  audit-related  fees of  approximately  $125,000.  The 2003 fees  primarily  relate to services
provided by the Company's  principal  accountant in conjunction with the Company's 10 7/8% Senior Secured Note offering and a review by
the  principal  accountant  of the  financial  statements  of the  Company's  Argentinean  joint-venture.  The  Company did not pay any
audit-related fees in 2002.

Tax Fees

         The Company's tax fees for  professional  services  rendered by its principal  accountant for the audit of its tax compliance,
tax advice and tax planning were approximately $222,000 and $194,000 for the years ended December 31, 2003 and 2002, respectively.

All Other Fees

         The Company  incurred no other fees related to its principal  accountant  during 2003.  Other fees for  professional  services
rendered by the Company's  principal  accountant for the year ended December 31, 2002 were  approximately  $36,000.  The 2002 fees paid
to the Company's principal accountant primarily relate to audits of the Company's U.S. and non-U.S. employee benefit plans.

         The Company's  audit  committee meets at least twice a year.  Annually,  the Company's audit committee  approves the Company's
use of its  principal  accountant  for audit  and tax  related  services.  All  other  services  provided  by the  Company's  principal
accountant  require  specific  pre-approval  by the Company's  audit  committee  before they are  performed.  During 2003 and 2002, the
Company's audit committee approved 100% of the services rendered by the Company's principal accountant.

                                                                PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a)     (1)      Financial Statements commence on p. 27.

                 (2)      Financial Statement Schedules

                          All schedules are omitted as they are inapplicable or not required,  or the required  information is included
                          in the financial statements or in the notes thereto.

                 (3)      Exhibits:  A list of Exhibits is included in the Exhibit Index,  which appears  following the signature pages
                          and is incorporated by reference herein.

         (b)     Reports on Form 8-K

                 The Company  furnished to the  Commission a Current  Report on Form 8-K on November 4, 2003 to announce its results of
                 operations  for the period ended  September  28, 2003.  The Company's  third  quarter 2003 earnings  press release was
                 attached to the Current  Report.  The Company  furnished to the  Commission a Current  Report on Form 8-K on August 1,
                 2003 to announce its results of  operations  for the period ended June 29, 2003.  The  Company's  second  quarter 2003
                 earnings press release was attached to that Current Report.  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 that Current  Report.  Subsequent to the filing of those
                 Forms 8-K, the Company  restated its financial  statements and the disclosures in those Forms and any related releases
                 or other  announcements  by the Company  regarding its  operations or financial  condition for these periods should no
                 longer be relied upon.

(c)                                                                See Item 15 (a) (3) above.

         (d)     See Item 15 (a) (2) above.







                                                              SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15 (d) 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 on November 17, 2004.

                                                                      U.S. CAN CORPORATION

                                                                      By:                /s/ Sandra K. Vollman
                                                                         -------------------------------------------------

                                                                                      Sandra K. Vollman
                                                                      Senior Vice President and Chief Financial Officer
                                                                                (Principal Financial Officer)

         Each of the undersigned  officers and directors of U.S. Can Corporation hereby severally  constitutes and appoints and each of
them  singly,  his or her true and lawful  attorneys  with full  power to them,  and each of them  singly,  to execute on behalf of the
undersigned in the capacities indicated below any and all amendments to this Report on Form 10-K.

          Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  this report and power of attorney  have been signed
below by the following persons in the capacities and on the date indicated.


Signature                                                    Title
---------                                                    -----

                            /s/ Carl Ferenbach               Director and Co-Chairman of the Board
-----------------------------------------------------
                   Carl Ferenbach

                 /s/ George B. Bayly                         Director and Co-Chairman of the Board
-----------------------------------------------------
                   George V. Bayly

                           /s/ John L. Workman               Director and Chief Executive Officer
-----------------------------------------------------
                   John L. Workman

                           /s/ Sandra K. Vollman             Senior Vice President and Chief Financial Officer
-----------------------------------------------------
                  Sandra K. Vollman

                           /s/ Richard K. Lubin              Director
-----------------------------------------------------
                  Richard K. Lubin

                           /s/ Philip R. Mengel              Director
-----------------------------------------------------
                  Philip R. Mengel

               /s/ Francisco A. Soler                        Director
-----------------------------------------------------
                 Francisco A. Soler

                 /s/ Louis B. Susman                         Director
-----------------------------------------------------
                   Louis B. Susman


Dated:  November 17, 2004








ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)                                                                The following exhibits are either filed with this registration
         statement or incorporated by reference:

Exhibit
Number
                                               Exhibit Description

2.1      Agreement  and Plan of Merger (the   "Merger  Agreement ")  dated as of June 1, 2000  between  U.S.  Can  Corporation  and Pac
         Packaging Acquisition Corporation (Exhibit 2 to the current report on Form 8-K, filed on June 15, 2000).(1)
2.2      First  Amendment to Merger  Agreement  dated as of June 28, 2000 (Exhibit 2.2 to the current report on Form 8-K, filed on June
         30, 2000).(1)
2.3      Second  Amendment to Merger  Agreement  dated as of August 22, 2000 (Exhibit 2.3 to the current  report on Form 8-K,  filed on
         August 31, 2000).(1)
3.1      Restated  Certificate  of  Incorporation  of U.S.  Can  Corporation  (Exhibit 3.1 to the  registration  statement on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
3.2      Amended and Restated  By-laws of U.S. Can  Corporation  (Exhibit 3.2 to the  registration  statement on Form (No.  333-53276),
         declared effective on March 5, 2001).(1)
3.3      Restated  Certificate of Incorporation  of United States Can Company  (Exhibit 3.3 to the registration  statement on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
3.4      Amended  and  Restated  By-laws  of  United  States  Can  Company  (Exhibit  3.4 to the  registration  statement  on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
3.5      Certificate of  Incorporation  of USC May  Verpackungen  Holding Inc (Exhibit 3.5 to the  registration  statement on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
3.6      By-Laws of USC May  Verpackungen  Holding Inc (Exhibit 3.6 to the  registration  statement on Form (No.  333-53276),  declared
         effective on March 5, 2001).(1)
4.1      Indenture  dated as of October 4, 2000 between the Company and Bank One Trust  Company,  N.A., as Trustee  (Exhibit 4.1 to the
         current report on Form 8-K, filed on October 18, 2000).(1)
4.2      Indenture dated as of July 22, 2003 among U.S. Can Corporation,  United States Can Company,  USC May Verpackungen Holding Inc.
         and Wells Fargo Bank Minnesota, National Association (Exhibit 4.3 to current report on Form 8-K, filed on July 22, 2003).(1)
10.1     Credit  Agreement dated as of October 4, 2000, among United States Can Company,  the guarantors and Bank of America,  N.A. and
         the other  financial  institutions  listed  therein,  as Lenders  (Exhibit  10.1 to the current  report on Form 8-K,  filed on
         October 18, 2000).(1)
10.2     Pledge  Agreement  dated as of October 4, 2000 among U.S. Can  Corporation,  United  States Can Company,  each of the domestic
         subsidiaries of United States Can Company and Bank of America,  N.A (Exhibit 10.2 to the  registration  statement on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
10.3     Security  Agreement dated as of October 4, 2000 among U.S. Can  Corporation,  United States Can Company,  each of the domestic
         subsidiaries of United States Can Company and Bank of America,  N.A (Exhibit 10.3 to the  registration  statement on Form (No.
         333-53276), declared effective on March 5, 2001).(1)
10.4     Sublease Agreement,  dated 2/10/89,  relating to the Commerce, CA property (Exhibit 10.10 to the quarterly report on Form 10-Q
         for the quarter ended April 6, 1997, filed on May 20, 1997).(1)
10.5     Lease Agreement,  dated 1/1/76,  as amended,  relating to the Weirton,  WV property  (Exhibit 10.11 to the quarterly report on
         Form 10-Q, for the quarter ended April 6, 1997, filed on May 20, 1997).(1)
10.6                                                               First  Amendment  to  Credit  Agreement  dated as of  April 1,  2001
         (Exhibit 10.27 to the quarterly report on Form
         10-Q for the period ended April 1, 2001, filed on May 15, 2001).(1)
10.7     Amendment No. 4 to the Lease Agreement,  dated 1/1/76, as amended,  relating to the Weirton,  WV property (Exhibit 10.7 to the
         registration statement on Form (No. 333-53276), declared effective on March 5, 2001).(1)
10.8     Lease relating to Dragon Parc Industrial Estate,  Merthyr Tydfil,  Wales, dated November 27, 1996 (Exhibit 10.24 to the annual
         report on Form 10-K for the fiscal year ended December 31, 1996, filed on March 26, 1997).(1)
10.9     Nonqualified  Supplemental  401(k) Plan (Exhibit  10.33 to the annual  report on Form 10-K for the fiscal year ended  December
         31, 1995, filed on March 26, 1996).(1)






Exhibit
Number

                                                 Exhibit Description

10.10    Nonqualified  Benefit  Replacement  Plan (Exhibit  10.34 to the annual report on Form 10-K for the fiscal year ended  December
         31, 1995, filed on March 26, 1996).(1)
10.11    Lease  Agreement  between May  Grundbesitz  GmbH & Co. KG and May  Verpackungen  GmbH & Co. KG (Exhibit  10.1 to the quarterly
         report on Form 10-Q for the quarter ended July 2, 2000, filed on August 15, 2000).(1)
10.12    Amendment No. 3 to the Lease Agreement,  dated 1/1/76, as amended,  relating to the Weirton, WV property (Exhibit 10.55 to the
         annual report on Form 10-K for the fiscal year ended December 31, 1995, filed on March 26, 1996).(1)
10.13    Employment  Agreement  dated October 4, 2000 by and among John L. Workman,  United States Can Company and U.S. Can Corporation
         (Exhibit 10.14 to the registration statement on Form S-4 (No. 333-53276), filed January 5,2001).(1)*
10.14    Lease  Agreement dated June 15, 2000,  related to Atlanta,  GA plastics  facility  (Exhibit 10.15 to the annual report on Form
         10-K for the fiscal year ended December 31, 2001, filed on March 22, 2002). (1)
10.15    Employment  Agreement dated October 4, 2000 by and among Thomas A. Scrimo,  United States Can Company and U.S. Can Corporation
         (Exhibit 10.18 to the registration statement on Form S-4 (No. 333-53276), filed January 5,2001).(1)*
10.16    U.S. Can  Corporation  Executive  Deferred  Compensation  Plan (Exhibit 10.30 to the annual report on Form 10-K for the fiscal
         year ended December 31, 1998, filed on March 31, 1999).(1)*
10.17    Amendment No. 1 to the U.S. Can Corporation  Executive Deferred  Compensation Plan, dated as of October 4, 2000 (Exhibit 10.23
         to the registration statement on Form S-4 (No. 333-53276), filed January 5,2001).(1)*
10.18    U.S. Can Corporation  2000 Equity  Incentive Plan (Exhibit 10.24 to the  registration  statement on Form S-4 (No.  333-53276),
         filed January 5,2001).(1)*
10.19    United States Can Company  Executive  Severance Plan, dated as of October 13, 1999 (Exhibit 10.34 to the annual report on Form
         10-K for the fiscal year ended December 31, 1999, filed on March 30, 2000).(1)*
10.20 U.S. Can Corporation  Stockholders  Agreement,  dated as of October 4, 2000 (Exhibit 10.26 to the registration  statement on Form
         S-4 (No. 333-53276), filed January 5,2001).(1)*
10.21  Berkshire  Fee Letter  dated  December  18,  2001  (Exhibit  10.27 to the annual  report on Form 10-K for the fiscal  year ended
         December 31, 2001, filed on March 22, 2002). (1)
10.22  Second  Amendment  to Credit  Agreement  dated  December  18,  2001  (Exhibit  10.28 to the  annual  report on Form 10-K for the
         fiscal year ended December 31, 2001, filed on March 22, 2002). (1)
10.23 Sale  Agreement of the Scotts Road,  Southall,  United  Kingdom  factory  premises  dated December 18, 2001 (Exhibit 10.29 to the
         annual report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 22, 2002). (1)
10.24  Compromise  Agreement  and General  Release  between the Company and David R. Ford dated June 30,  2002.  (Exhibit  10(a) to the
         quarterly report on Form 10-Q, for the quarter ended September 29, 2002, filed on November 12, 2002).(1)*
10.25                                                              Compromise  Agreement and General  Release between the Company an J.
         Michael Kirk dated October 16, 2002 (Exhibit 10(b) to the quarterly  report on Form 10-Q, for the quarter ended  September 29,
         2002, filed on November 12, 2002).(1)*
10.26                                                              Separation  Agreement  and General  Release  between the Company and
         Paul W. Jones dated November 26, 2002 (filed herewith).*
10.27                                                              Amendment   No.  1  to  the  U.S.   Can   Corporation   Nonqualified
         Supplemental 401(k), dated as of February 25, 2002 (filed herewith).
10.28                                                              Third  Amendment to Credit  Agreement  dated July 22, 2003  (Exhibit
         10.5 to the current report on Form 8-K, filed on July 22, 2003). (1)
10.29                                                              Security  Agreement  dated as of July 22, 2003 among  United  States
         Can Company,  U.S. Can Corporation,  USC May Verpackungen  Holding Inc. and Wells Fargo Bank Minnesota,  National  Association
         (Exhibit 10.30 to the registration statement on Form S-4 (No. 333-108940), filed December 11, 2003). (1)
10.30                                                              Pledge  Agreement  dated as of July 22, 2003 among United States Can
         Company,  U.S.  Can  Corporation,  USC May  Verpackungen  Holding Inc. and Wells Fargo Bank  Minnesota,  National  Association
         (Exhibit 10.31 to the registration statement on Form S-4 (No. 333-108940), filed December 11, 2003). (1)
Exhibit
Number

                                                 Exhibit Description

10.31                                                              Lien  Intercreditor  Agreement dated as of July 22, 2003 among Wells
         Fargo Bank Minnesota,  National  Association,  Bank of America,  N.A., United States Can Company, U.S. Can Corporation and USC
         May Verpackungen Holding, Inc. (Exhibit 10.32 to the registration  statement on Form S-4 (No. 333-108940),  filed December 11,
         2003). (1)
10.32                                                              Separation  Agreement and General  Release between United States Can
         Company  and  James J.  Poehling  dated  October  24,  2003  (Exhibit  10.33 to the  registration  statement  on Form S-4 (No.
         333-108940), filed December 11, 2003). (1)

21       Subsidiaries of the Registrant (filed herewith).
22          Power of Attorney (included as part of the Signature Pages).

31.1                                                               Certification  of  Chief  Executive   Officer  Pursuant  to  Section
         13a-15 of the Securities and Exchange Act of 1934
31.2                                                               Certification  of  Chief  Financial   Officer  Pursuant  to  Section
         13a-15 of the Securities and Exchange Act of 1934
32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
32.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350


(1) Incorporated by reference.
(b) Other  financial  statement  schedules  are omitted  because the  information  called for is not required or is shown either in the
financial statements or the accompanying notes.
 * Indicates a management contract or compensatory plan or arrangement.`