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                                                 CERTIFICATION PURSUANT TO
                                 SECTION 13a-15 OF THE SECURITIES AND EXCHANGE ACT OF 1934
                                                  AS ADOPTED PURSUANT TO
                                       SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, George V. Bayly, certify that:

1.        I have reviewed this annual report on Form 10-K/A of U.S. Can Corporation;

2.       Based on my  knowledge,  this annual  report does not contain any untrue  statement of a material  fact or omit to
              state a material fact necessary to make the statements made, in light of the  circumstances  under which such
              statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge,  the financial statements,  and other financial information included in this report, fairly
              present in all  material  respects  the  financial  condition,  results of  operations  and cash flows of the
              registrant as of, and for, the periods presented in this report;

4.       The  registrant's  other certifying  officers and I are responsible for  establishing  and maintaining  disclosure
              controls and  procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the registrant and
              have:

                      (a)      Designed such disclosure controls and procedures or caused such disclosure controls and
                               procedures to be designed under our supervision to ensure that material information
                               relating to the registrant, including its consolidated subsidiaries, is made known to us by
                               others within those entities, particularly during the period in which this report is being
                               prepared;

                      (b)      Evaluated the effectiveness of the registrant's disclosure controls and procedures and
                               presented in this report our conclusions about the effectiveness of the disclosure controls
                               and procedures, as of the end of the period covered by this report based on such
                               evaluation; and

                      (c)      Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
                               most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
                               report) that has materially affected, or is reasonably likely to materially affect, the
                               registrant's internal control over financial reporting; and

5.       The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
              control over financial reporting, to the registrant's auditors and the audit committee of the registrant's
              board of directors (or persons performing the equivalent function);

                       (a)     All significant deficiencies and material weaknesses in the design or operation of internal
                               control over financial reporting which are reasonably likely to adversely affect the
                               registrant's ability to record, process, summarize and report financial information; and

                        (b)    Any fraud, whether or not material, that involves management or other employees who have
                               significant role in the registrant's internal controls over financial reporting.

         Date: November 17, 2004

            /s/ George V. Bayly
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         George V. Bayly
         Co-Chairman of the Board and Chief Executive Officer
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