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                                                                EXHIBIT 4.11



                               AMENDMENT  NO.  10

          THIS AMENDMENT NO. 10 (this "Amendment"), dated as of December 10,
1996, among United States Can Company, a Delaware corporation (the "Borrower"),
the various financial institutions that are or may become parties to the Credit
Agreement described hereinbelow (individually, a "Lender" and collectively, the
"Lenders") and Bank of America Illinois, an Illinois banking corporation, as
agent for the Lenders (in such capacity, the "Agent"), is made pursuant to
Section 9.1 of that certain Credit Agreement, dated as of April 29, 1994 (as
amended or modified and in effect on the date hereof, the "Existing Credit
Agreement" and, as amended or otherwise modified in this Amendment, the "Amended
Credit Agreement"; capitalized terms used but not defined herein having the same
respective meanings as in the Amended Credit Agreement), among the Borrower, the
Lenders and the Agent.

                                  WITNESSETH:

          WHEREAS, the Borrower has requested that the Lenders amend the
Existing Credit Agreement in the manner hereinafter appearing; and, subject to
the terms and conditions set forth herein, the Lenders have agreed to so amend
the Existing Credit Agreement;

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

                             ARTICLE 1. - AMENDMENT

          1.1. Section 6.2(f) of the Existing Credit Agreement is hereby amended
in its entirety to read as follows:

               (f)   Guaranties.  The Borrower shall not, and shall not permit
          any of its Subsidiaries to, create or become or be liable, whether
          directly or indirectly, with respect to any Guaranty, except that the
          Borrower may incur unsecured Guaranties (I) of the obligations of the
          Parent under any Approved Parent Debt, (II) for the benefit of any
          supplier or vendor to the European Subsidiaries to secure obligations
          incurred in the ordinary course of business by the European
          Subsidiaries, and (III) for the benefit of General Electric Capital
          Corporation to secure obligations incurred by U.K. Can Limited for the
          sole purpose of financing the acquisition of real property, plant or
          equipment and (IV) unless otherwise permitted in clauses (I), (II) or
          (III), (i) for the benefit of the Borrower or any Subsidiary if the
          primary obligation is permitted by this Agreement, (ii) for the
          benefit of the





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          Parent or any wholly-owned subsidiary of the Parent, and (iii) for the
          benefit of any lessor, supplier or vendor to the Borrower or its
          Subsidiaries to secure obligations incurred in the ordinary course of
          business by the Borrower or its Subsidiaries (provided that the
          aggregate amount of such Guaranties described in clause (iii)
          outstanding at any time shall not exceed $5,000,000); provided that
          (w) each Guaranty permitted under clauses (I), (III) or (IV) shall be
          limited in amount to a stated maximum dollar liability, (x) the
          Guaranties permitted under clause (III) shall be limited in amount to
          a stated maximum dollar liability of $30,000,000 in the aggregate over
          time, (y) each Guaranty permitted under clause (II) shall be limited
          in amount to the aggregate purchase price of goods purchased by the
          applicable European Subsidiary from such supplier or vendor, and (z)
          after the incurrence of each such Guaranty, there would exist no
          Default or Event of Default. Notwithstanding anything in the foregoing
          sentence to the contrary, the Guaranties permitted under clauses
          (IV)(i), (ii) and (iii) above shall in all cases be limited in amount
          to a stated maximum dollar liability of $10,000,000 in the aggregate
          for the Borrower and the Subsidiaries at any one time.

                            ARTICLE 2. - CONDITIONS

          2.1.    This Amendment shall become effective as of the date hereof on
the date (the "Amendment Effective Date") that the Agent shall have received
each of the following, in form and substance satisfactory to it:

                  (a)      counterparts hereof executed by the Borrower and the
          Lenders;

                  (b)      a certificate, dated as of the Amendment Effective
          Date, of the Secretary or Assistant Secretary of the Borrower as to
          resolutions of its Board of Directors then in full force and effect
          authorizing the execution and delivery of this Amendment and the
          incumbency and signatures of its officers signing this Amendment;

                  (c)      a certificate, dated as of the Amendment Effective
          Date, of an authorized officer of the Borrower as to (i) no Default or
          Event of Default as of the Amendment Effective Date after giving
          effect to this Amendment, (ii) the correctness of the representations
          and warranties contained in the Loan Documents in all material
          respects as of the Amendment Effective Date after giving effect to
          this Amendment, (iii) no amendments or other modifications to the
          Borrower's Certificate of Incorporation and By-Laws having occurred
          since the date that the certified copies of such documents were
          delivered by the Borrower pursuant to Sections 4.1(b) and 4.1(c) of
          the Existing Credit Agreement, respectively, and (iv) the satisfaction
          of each of the conditions precedent contained in this Article II; and





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                  (d)      an opinion of counsel for the Borrower as to this
          Amendment and the transactions contemplated hereby, in form and
          substance satisfactory to the Agent.

          2.2.    The Agent agrees to notify the Borrower and the Lenders of
such Amendment Effective Date promptly after such Amendment Effective Date
occurs.

                              ARTICLE 3. - GENERAL

          3.1.    To induce the Agent and the Lenders to enter into this
Amendment, the Borrower warrants to the Agent and the Lenders that: (a) the
warranties contained in the Loan Documents, as amended by the Amendment, are
true and correct in all material respects as of the date hereof with the same
effect as though made on the date hereof; (b) after giving effect to this
Amendment, no Event of Default or Default exists; (c) this Amendment has been
duly authorized by all necessary corporate proceedings and duly executed and
delivered by the Borrower, and the Amended Credit Agreement and each of the
other Loan Documents are the legal, valid and binding obligations of the
applicable Loan Party, enforceable against such Loan Party in accordance with
their respective terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors' rights or by general principles of equity; (d) no
consent, approval, authorization, order, registration or qualification with any
Governmental Authority or securities exchange is required for, and in the
absence of which would adversely affect, the legal and valid execution and
delivery or performance by the Borrower of this Amendment or the performance by
the Borrower of the Amended Credit Agreement or any other Loan Document to which
it is a party; and (e) the Agent has a first priority lien in the Collateral
subject to no other liens, claims or encumbrances whatsoever other than the
"Permitted Liens" (as defined in the Additional Security Agreement).

          3.2.    This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.

          3.3.    Except as specifically provided above, the Existing Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed in all respects.  The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of the Agent or any Lender
under the Existing Credit Agreement or any of the other Loan Documents, nor
constitute a waiver or modification of any provision of any of the other Loan
Documents, and the Obligations shall continue to be secured in all respects by
the Collateral.

          3.4.    On and after the Amendment Effective Date, each reference in
the Existing Credit Agreement and related documents to "Credit Agreement," "this
Agreement" or





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words of like import, shall, unless the context otherwise requires, be deemed to
refer to the Amended Credit Agreement.

          3.5.    The Borrower agrees to pay on demand all reasonable costs and
expenses incurred at any time by the Agent (including the reasonable attorney
fees and expenses for the Agent, including the allocated cost of internal
counsel) in connection with the preparation, negotiation, execution and
administration of this Amendment and all other instruments or documents provided
for herein or delivered or to be delivered hereunder or in connection herewith.

          3.6.    This Amendment shall be binding upon the Borrower, the Agent,
the Lenders and their respective successors and assigns, and shall inure to the
benefit of the Borrower, the Agent, the Lenders and their respective successors
and assigns as provided in the Amended Credit Agreement.


                               *   *   *   *   *





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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.


                                      UNITED STATES CAN COMPANY
                                      
                                      
                                      
                                      By:      /s/ Peter J. Andres           
                                              --------------------------------
                                      Name:        Peter J. Andres            
                                              --------------------------------
                                      Title:       Vice President & Treasurer 
                                              --------------------------------
                                                                               
                                                                               
                                      BANK OF AMERICA ILLINOIS, AS AGENT       
                                                                               
                                                                               
                                                                               
                                      By:     /s/ David L. Graham            
                                              -------------------------------
                                      Name:       David L. Graham            
                                              -------------------------------
                                      Title:      Vice President             
                                              -------------------------------
                                                                               
                                                                               
                                      BANK OF AMERICA ILLINOIS, INDIVIDUALLY   
                                                                               
                                                                               
                                                                               
                                      By:     /s/ Tracy J. Alfery            
                                              -------------------------------
                                      Name:       Tracy J. Alfery            
                                              -------------------------------
                                      Title:      Vice President             
                                              -------------------------------
                                                                               
                                                                               
                                      THE FIRST NATIONAL BANK OF CHICAGO       
                                                                               
                                                                               
                                                                               
                                      By:     /s/ J. Garland Smith           
                                              -------------------------------
                                      Name:       J. Garland Smith           
                                              -------------------------------
                                      Title:      Managing Director          
                                              -------------------------------






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                                      HARRIS TRUST AND SAVINGS BANK
                                      
                                      
                                      
                                      By:     /s/ Ronald L. Dell'Artino      
                                              -------------------------------
                                      Name:       Ronald L. Dell'Artino      
                                              -------------------------------
                                      Title:      Vice President             
                                              -------------------------------
                                                                               
                                                                               
                                      FLEET NATIONAL BANK                      
                                                                               
                                                                               
                                                                               
                                      By:     /s/ Michael A. Pandolfi        
                                              -------------------------------
                                      Name:       Michael A. Pandolfi        
                                              -------------------------------
                                      Title:      Vice President         
                                              -------------------------------
                                                                               
                                                                               
                                      BANK OF SCOTLAND              
                                                                    
                                      
                                      
                                      By:     /s/ Catherine M. Oniffrey   
                                              -------------------------------
                                      Name:       Catherine M. Oniffrey   
                                              -------------------------------
                                      Title:      Vice President             
                                              -------------------------------



                                      THE NORTHERN TRUST COMPANY
                                      
                                      
                                      
                                      By:     /s/ Robert Dwortz          
                                              -------------------------------
                                      Name:       Robert Dwortz              
                                              -------------------------------
                                      Title:      Officer                    
                                              -------------------------------
                                                                               
                                                                               
                                      SOCIETE GENERALE                         
                                                                               
                                                                               
                                                                               
                                      By:     /s/ Joseph A. Philbin          
                                              -------------------------------
                                      Name:       Joseph A. Philbin          
                                              -------------------------------

                                      Title:      Vice President             
                                              -------------------------------