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                                                                   Exhibit 10.62

                                 AMENDMENT NO. 1
                             TO EMPLOYMENT AGREEMENT

                  This Amendment No. 1 (the "Amendment") to the Employment
Agreement (the "Agreement") by and between United States Can Company, a Delaware
corporation (the "Company") and Anthony F. Bonadonna, an employee of the Company
(the "Employee"), is made and entered into as of the 17th day of November, 1997,
by and between the Company and the Employee.

                              W I T N E S S E T H:

                  WHEREAS, the Employee has previously entered into the
Agreement under the terms and conditions set forth therein;

                  WHEREAS, the Company wishes to amend the Agreement to offer
certain supplemental retirement medical benefits for Management Executive
Committee members who have attained the age of 55 years or older and who retire
or whose employment is terminated.

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

                  2.       Plan Benefits.

                           a. Eligibility. The Employee shall be eligible to
                           receive the benefits described in the section
                           entitled "Modified Benefits for Certain Former
                           Employees" (the "Plan") under the United States Can
                           Company Health, Life and Disability Benefits Plan, as
                           amended (a) if the Employee is a member of the
                           Company's Management Executive Committee and (b) if
                           after the attainment of age 55 years or older, the
                           Employee's employment is terminated, for any reason,
                           including retirement, other than a termination by the
                           Company for cause (as specified in the Employee's
                           employment agreement). A copy of the Plan is attached
                           as Exhibit A hereto.

                           b. Effectiveness of Plan. The Employee's coverage
                           under the Plan shall become effective on the date the
                           Employee's active employee coverage ends; provided,
                           however the Employee meets the requirements of
                           Section 1(a) above and does not violate the covenant
                           set forth in Section 1(c) hereinafter.
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                           c.       Conditions.

                                          (i) Non-Compete. As a condition of
                                    participation in the Plan, the Employee
                                    agrees that he will not directly or
                                    indirectly (whether through a partnership of
                                    which the Employee is a partner or through
                                    any other individual or entity in which the
                                    Employee has a any interest, legal or
                                    equitable), (a) engage in any business
                                    competitive with the business of the
                                    Company; or (b) solicit or otherwise engage
                                    with any customers or clients of the Company
                                    in any transactions which are in direct
                                    competition with the Company; in each case
                                    in the United States of America or any
                                    country where the Company or its
                                    subsidiaries or affiliates are doing
                                    business with respect to the Company's
                                    products and services, and in each case,
                                    excluding passive investment interests of
                                    less than two percent (2%) in corporations
                                    whose stock is registered under the
                                    Securities Exchange Act of 1934, as amended.

                                         (ii) Equitable Relief. The Employee
                                    understands that a breach by him of this
                                    Section 1(c) may cause substantial injury to
                                    the Company, which may be irreparable or in
                                    amounts difficult or impossible to
                                    ascertain, or both and that in the event the
                                    Employee breaches this Section 1(c), the
                                    Company shall have, in addition to all other
                                    remedies available in the event of a breach
                                    of this Amendment, the right to injunctive
                                    or other equitable relief. Further, the
                                    Employee acknowledges and agrees that the
                                    restrictions set forth herein are necessary
                                    to protect the Company's legitimate
                                    interests and are reasonable in scope, area
                                    and time, and that if, despite this
                                    acknowledgement and agreement, at the time
                                    of enforcement of this Amendment, a court of
                                    competent jurisdiction shall hold that the
                                    period or scope of such provision is
                                    unreasonable under the circumstances then
                                    existing, the maximum reasonable period or
                                    scope under such circumstances shall be
                                    substituted for the period or scope stated
                                    in such provision.

                                        (iii) Termination of Benefits. Should
                                    the Employee breach this Section 1(c), all

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                                    benefits provided under the Plan for the
                                    Employee (and his spouse, if applicable)
                                    shall cease, and the Company shall be
                                    entitled to pursue all other available legal
                                    or equitable remedies.

         2. Provisions of the Plan. The following is a list of certain
         provisions and benefits of the Plan. The information concerning the
         foregoing in this Amendment is qualified in its entirety by the Plan
         document, the text of which shall at all times be controlling.

                                  (a) Coverage. If the Employee meets the
                           requirements of Section 1 above, he may elect to
                           continue to receive all medical and home pharmacy
                           coverage under the Plan, for him and his spouse, (if
                           he has been married to such spouse for at least the
                           one-year period prior to such termination of
                           employment and if such spouse is covered under the
                           Plan at the time of such termination of employment
                           and is not entitled to Medicare). Coverage for the
                           former Employee shall end on the date he becomes
                           entitled to benefits under Medicare. Coverage for the
                           former Employee's spouse shall end on the date such
                           spouse becomes entitled to benefits under Medicare
                           or, if earlier, on the date such person ceases to be
                           the former Employee's spouse on account of divorce.

                                  (b) Deductible. There shall be a yearly
                           deductible of $500 per covered individual.

                                  (c) Employee Cost. The Employee's cost to
                           participate in the Plan is $75 per month. In the
                           event coverage of the former Employee terminates on
                           account of his becoming entitled to Medicare, or in
                           the event of his death, the monthly premium for
                           coverage of his spouse (or surviving spouse, as the
                           case may be) thereafter, if such spouse (or surviving
                           spouse) is otherwise then entitled to coverage, shall
                           continue to be $75.

                                  (d) Exclusions. The Plan DOES NOT include
                           dental, vision, disability or life insurance
                           benefits.

         3. Tax Implications. The Employee understands that a portion of the
         benefits received under the Plan will be considered taxable income
         under Section 105(h) of the Internal Revenue Code of 1986, as amended,
         and Treasury

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         Regulation Section 1.105-11(d)(3)(iii), as amended. The Company shall
         annually notify the Employee electing such coverage (or the spouse or
         surviving spouse of such a former Employee, where such former Employee
         no longer has coverage under the Plan and where such spouse continues
         to have such coverage) of the amount of benefits paid on behalf of such
         former Employee and/or his spouse or surviving spouse which are
         considered taxable income.

         4. Governing Terms. The Agreement is amended only to the extent set
         forth herein and to the extent that there are any conflicts between
         this Amendment and the Agreement, the terms of this Amendment shall
         govern. All other terms, conditions and provisions of the Agreement
         shall remain in full force and effect. This Amendment may not be
         changed without the written consent of the parties hereto.

         5. Governing Law. This Amendment shall be interpreted and enforced in
         accordance with the laws of the State of Illinois, without regard to
         its conflicts of law doctrine, and the Employee hereby consents to
         personal jurisdiction in Illinois.

         6. Counterparts. This Amendment may be executed in two or more
         counterparts, each of which shall constitute an original, but all of
         which together shall constitute one and the same.

         7. Headings. The section headings of this Amendment are for reference
         purposes only and are to be given no effect in the construction or
         interpretation of this Amendment.

         8. Assignment. The rights and obligations of the Company under this
         Amendment shall inure to the benefit of and shall be binding upon the
         successors and assigns of the Company.

         9. Waiver. The failure to enforce any of the provisions of this
         Amendment shall in no way be construed to be a waiver of such
         provisions or to affect either the validity of this Amendment, or any
         part hereof, or the right of either party thereafter to enforce each
         and every provision in accordance with the terms of this Amendment.

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                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date and year first above written.


UNITED STATES CAN COMPANY

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By:   /s/ William J. Smith
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Its:  President and Chief Executive Officer
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EMPLOYEE


  /s/ Anthony F. Bonadonna
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Anthony F. Bonadonna

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