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                                                                   EXHIBIT 10.35

                              U.S. CAN CORPORATION
                           1998 EQUITY INCENTIVE PLAN
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                              U.S. CAN CORPORATION
                           1998 EQUITY INCENTIVE PLAN

                                    SECTION I

                                    GENERAL

         1.1. PURPOSE. The U.S. Can Corporation 1998 Equity Incentive Plan (the
"Plan") has been established by U.S. Can Corporation (the "Company") to (i)
attract and retain persons eligible to participate in the Plan; (ii) motivate
Participants, by means of appropriate incentives, to achieve long-range goals;
(iii) provide incentive compensation opportunities that are competitive with
those of other similar companies; and (iv) further identify Participants'
interests with those of the Company's other shareholders through compensation
that is based on the Company's common stock; and thereby promote the long-term
financial interest of the Company and the Subsidiaries, including the growth in
value of the Company's equity and enhancement of long-term shareholder return.

         1.2. PARTICIPATION. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among the
Eligible Individuals (including transferees of Eligible Individuals to the
extent the transfer is permitted by the Plan and the applicable Award
Agreement), those persons who will be granted one or more Awards under the Plan,
and thereby become "Participants" in the Plan. In the discretion of the
Committee, a Participant may be granted any Award permitted under the provisions
of the Plan, and more than one Award may be granted to a Participant. Awards may
be granted as alternatives to or replacement of awards granted or outstanding
under the Plan, or any other plan or arrangement of the Company or a Subsidiary
(including a plan or arrangement of a business or entity, all or a portion of
which is acquired by the Company or a Subsidiary).

         1.3. OPERATION ADMINISTRATION, AND DEFINITIONS. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 3 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 6 of the Plan).
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                                    SECTION 2
                                OPTIONS AND SARS

         2. 1 DEFINITIONS.

(a)      The grant of an "Option" entitles the Participant to purchase shares of
         Stock at an Exercise Price established by the Committee. Options
         granted under this Section 2 are not intended to be an "incentive stock
         options" as that term is described in section 422(b) of the Code.

(b)      A stock appreciation right (an "SAR") entitles the Participant to
         receive, in cash or Stock (as determined in accordance with subsection
         2.5), value equal to (or otherwise based on) the excess of: (a) the
         Fair Market Value of a specified number of shares of Stock at the time
         of exercise; over (b) an Exercise Price established by the Committee.

         2.2. EXERCISE PRICE. The "Exercise Price" of each Option and SAR
granted under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted; except that the Exercise Price shall not be less than 100% of
the Fair Market Value of a share of Stock on the date of grant (or, if greater,
the par value of a share of Stock).

         2.3. EXERCISE. An Option and an SAR shall be exercisable in accordance
with such terms and conditions and during such periods as may be established by
the Committee.

         2.4 PAYMENT OF OPTION EXERCISE PRICE. The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the following:

(a)      Subject to the following provisions of this subsection 2.4, the full
         Exercise Price for shares of Stock purchased upon the exercise of any
         Option shall be paid at the time of such exercise (except that, in the
         case of an exercise arrangement approved by the Committee and described
         in paragraph 2.4(c), payment may be made as soon as practicable after
         the exercise).

(b)      The Exercise Price shall be payable in cash or by tendering, by either
         actual delivery of shares or by attestation, shares of Stock acceptable
         to the Committee,

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and valued at Fair Market Value as of the day of exercise, or in any combination
thereof, as determined by the Committee.

         (c) The Committee may permit a Participant to elect to pay the Exercise
Price upon the exercise of an Option by irrevocably authorizing a third party to
sell shares of Stock (or a sufficient portion of the shares) acquired upon
exercise of the Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire Exercise Price and any tax withholding resulting from
such exercise.

         2.5. SETTLEMENT OF AWARD. Shares of Stock delivered pursuant to the
exercise of an option or SAR shall be subject to such conditions, restrictions
and contingencies as the Committee may establish in the applicable Award
Agreement. Settlement of SARs may be made in shares of Stock (valued at their
Fair Market Value at the time of exercise), in cash, or in a combination
thereof, as determined in the discretion of the Committee. The Committee, in its
discretion, may impose such conditions, restrictions and contingencies with
respect to shares of Stock acquired pursuant to the exercise of an Option or an
SAR as the Committee determines to be desirable.

                                   SECTION 3

                            OPERATION AND ADMINISTRATION

         3.1. EFFECTIVE DATE. The Plan shall be effective as of February 24,
1998 (the "Effective Date"). The Plan shall be unlimited in duration and, in the
event of Plan termination, shall remain in effect as long as any Awards under it
are outstanding; provided, however, that no Awards may be granted under the Plan
after the ten-year anniversary of the Effective Date (except for Awards granted
pursuant to commitments entered into prior to such ten-year anniversary).

         3.2. SHARES SUBJECT TO PLAN. The shares of Stock for which Awards may
be granted under the Plan shall be subject to the following:

(a)      The shares of Stock with respect to which Awards may be made under the
         Plan shall be shares currently held or subsequently acquired by the
         Company as treasury shares, including shares purchased in the open
         market or in private transactions, or authorized but unissued shares,
         with respect to Participants that are new hires of the Company, and
         shares currently held or subsequently acquired by the Company as
         treasury shares, including shares purchased in the open market or in
         private transactions, with respect to all other Participants.

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(b)      Subject to the following provisions of this subsection 3.2, the maximum
         number of shares of Stock that may be delivered to Participants and
         their beneficiaries under the Plan shall be equal to 600,000 shares of
         Stock.

(c)      To the extent any shares of Stock covered by an Award are not delivered
         to a Participant or beneficiary because the Award is forfeited or
         canceled, or the shares of Stock are not delivered because the Award is
         settled in cash, such shares shall not be deemed to have been delivered
         for purposes of determining the maximum number of shares of Stock
         available for delivery under the Plan.

(d)      If the exercise price of any stock option granted under the Plan is
         satisfied by tendering shares of Stock to the Company (by either actual
         delivery or by attestation), only the number of shares of Stock issued
         net of the shares of Stock tendered shall be deemed delivered for
         purposes of determining the maximum number of shares of Stock available
         for delivery under the Plan.

(e)      In the event of a corporate transaction involving the Company
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization, merger,
         consolidation, split-up, spin-off, combination or exchange of shares),
         the Committee may adjust Awards to preserve the benefits or potential
         benefits of the Awards. Action by the Committee may include: (i)
         adjustment of the number and kind of shares which may be delivered
         under the Plan; (ii) adjustment of the number and kind of shares
         subject to outstanding Awards; (iii) adjustment of the Exercise Price
         of outstanding Options and SARs; and (iv) any other adjustments that
         the Committee determines to be equitable.

         3.3. GENERAL RESTRICTIONS. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company shall
         have no liability to deliver any shares of Stock under the Plan or make
         any other distribution of benefits under the Plan unless such delivery
         or distribution would comply with all applicable laws (including,
         without limitation, the requirements of the Securities Act of 1933),
         and the applicable requirements of any securities exchange or similar
         entity. 


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(b)      To the extent that the Plan provides for issuance of stock certificates
         to reflect the issuance of shares of Stock, the issuance may be
         effected on a non-certificated basis, to the extent not prohibited by
         applicable law or the applicable rules of any stock exchange.

         3.4. TAX WITHHOLDING. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the plan.

         3.5. USE OF SHARES. Subject to the overall limitation on the number of
shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Subsidiary, including the plans and arrangements of the Company or
a Subsidiary assumed in business combinations.

         3.6. DIVIDENDS AND DIVIDEND EQUIVALENTS. An Award may provide the
Participant with the right to receive dividend payments or dividend equivalent
payments with respect to Stock subject to the Award (both before and after the
Stock subject to the Award is earned, vested, or acquired), which payments May
be either made currently or credited to an account for the Participant, and may
be settled in cash or Stock as determined by the Committee. Any such
settlements, and any such crediting of dividends or dividend equivalents or
reinvestment in shares of Stock, may be subject to such conditions, restrictions
and contingencies as the Committee shall establish, including the reinvestment
of such credited amounts in Stock equivalents.

         3.7. PAYMENTS. Awards may be settled through cash payments, the
delivery of shares of Stock, the granting of replacement Awards, or combination
thereof as the Committee shall determine. Any Award settlement, including
payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Committee shall determine. The Committee may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting



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such credits into deferred Stock equivalents.  Each Subsidiary shall be liable
for payment of cash due under the Plan with respect to any Participant to the
extent that such benefits are attributable to the services rendered for that
Subsidiary by the Participant. Any disputes relating to liability of a
Subsidiary for cash payments shall be resolved by the Committee.

         3.8. TRANSFERABILITY. Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.

         3.9. FORM AND TIME OF ELECTIONS. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         3.10. AGREEMENT WITH COMPANY. An Award under the Plan shall be subject
to such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document as is
determined by the Committee. A copy of such document shall be provided to the
Participant, and the Committee may, but need not require that the Participant
sign a copy of such document. Such document is referred to in the Plan as an
"Award Agreement" regardless of whether any Participant signature is required.

         3.11. ACTION BY COMPANY OR SUBSIDIARY. Any action required or
permitted to be taken by the Company or any Subsidiary shall be by resolution of
its board of directors, or by action of one or more members of the board
(including a committee of the board) who are duly authorized to act for the
board, or (except to the extent prohibited by applicable law or applicable rules
of any stock exchange) by a duly authorized officer of such company.

         3.12. GENDER AND NUMBER. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.

         3.13. LIMITATION OF IMPLIED RIGHTS.



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(a)      Neither a Participant nor any other person shall, by reason of
         participation in the Plan, acquire any right in or title to any assets,
         funds or property of the Company or any Subsidiary whatsoever,
         including, without limitation, any specific funds, assets, or other
         property which the Company or any Subsidiary, in their sole discretion,
         may set aside in anticipation of a liability under the Plan.  A
         Participant shall have only a contractual right to the Stock or
         amounts, if any, payable under the Plan, unsecured by any assets of the
         Company or any Subsidiary, and nothing contained in the Plan shall
         constitute a guarantee that the assets of the Company or any Subsidiary
         shall be sufficient to pay any benefits to any person.

(b)      The Plan does not constitute a contract of employment, and selection as
         a Participant will not give any participating employee or director the
         right to be retained in the employ of the Company or any Subsidiary, or
         the right to remain a member of the board of directors, nor any right
         or claim to any benefit under the Plan, unless such right or claim has
         specifically accrued under the terms of the Plan. Except as otherwise
         provided in the Plan, no Award under the Plan shall confer upon the
         holder thereof any rights as a shareholder of the Company prior to the
         date on which the individual fulfills all conditions for receipt of
         such rights.

         3.14. EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

                                    SECTION 4

                                    COMMITTEE

         4.1. ADMINISTRATION. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 4. The Committee shall be selected by the Board.
If the Committee does not exist, or for any other reason determined by the
Board, the Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

         4.2. POWERS OF COMMITTEE. The Committee's administration of the Plan
shall be subject to the following:


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(a)      Subject to the provisions of the Plan, the Committee will have the
         authority and discretion to select from among the Eligible Individuals
         those persons who shall receive Awards, to determine the time or times
         of receipt, to determine the types of Awards and the number of shares
         covered by the Awards, to establish the terms, conditions, performance
         criteria, restrictions, and other provisions of such Awards, and
         (subject to the restrictions imposed by Section 5) to cancel or suspend
         Awards.

(b)      To the extent that the Committee determines that the restrictions
         imposed by the Plan preclude the achievement of the material purposes
         of the Awards in jurisdictions outside of the United States, the
         Committee will have the authority and discretion to modify those
         restrictions as the Committee determines to be necessary or appropriate
         to conform to applicable requirements or practices of jurisdictions
         outside of the United States.

(c)      The Committee will have the authority and discretion to interpret the
         Plan, to establish, amend, and rescind any rules and regulations
         relating to the Plan, to determine the terms and provisions of any
         Award Agreement made pursuant to the Plan, and to make all other
         determinations that may be necessary or advisable for the 
         administration of the Plan.

(d)      Any interpretation of the Plan by the Committee and any decision made
         by it under the Plan is final and binding on all persons.

(e)      In controlling and managing the operation and administration of the
         Plan, the Committee shall take action in a manner that conforms to the
         articles and bylaws of the Company, and applicable state corporate law.

         4.3. DELEGATION BY COMMITTEE. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

         4.4. INFORMATION TO BE FURNISHED TO COMMITTEE. The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment (or
other period of service), termination


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of employment (or cessation of services), leave of absence, reemployment and
compensation shall be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefits under the Plan
must furnish the Committee such evidence, data or information as the Committee
considers desirable to carry out the terms of the Plan.

                                    SECTION 5

                             AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan; provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board, except that adjustments pursuant to paragraph
3.2(e) shall not be subject to the foregoing limitations of this Section 5.

                                    SECTION 6

                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

(a)      AWARD. The term "Award" shall mean any award or benefit granted under
         the Plan, including, without limitation, the grant of Options and SARs.

(b)      BOARD. The term "Board" shall mean the Board of Directors of the
         Company.

(c)      CODE. The term "Code" means the Internal Revenue Code of 1986, as
         amended. A reference to any provision of the Code shall include
         reference to any successor provision of the Code.

(d)      ELIGIBLE INDIVIDUAL. The term "Eligible Individual" shall mean any
         employee of the Company or a Subsidiary, and any member of the board of
         directors of the Company or a Subsidiary. An Award may be granted to an
         employee or director, in connection with hiring, retention or
         otherwise, prior to the date the employee or director first performs
         services for the Company or the


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         Subsidiaries, provided that such Awards shall not become vested prior
         to the date the employee or director first performs such services.

(e)      FAIR MARKET VALUE. For purposes of determining the "Fair Market Value"
         of a share of Stock as of any date, the following rules shall apply:

(i)      If the principal market for the Stock is a national securities exchange
         or the Nasdaq stock market, then the "Fair Market Value" as of that
         date shall be the mean between the lowest and highest reported sale
         prices of the Stock on that date on the principal exchange on which the
         Stock is then listed or admitted to trading.

         (ii) If sale prices are not available or if the principal market for
         the Stock is not a national securities exchange and the Stock is not
         quoted on the Nasdaq stock market, the average between the highest bid
         and lowest asked prices for the Stock on such day as reported on the
         Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau,
         Incorporated or a comparable service.

         (iii) If the day is not a business day, and as a result, paragraphs (i)
         and (ii) next above are inapplicable, the Fair Market Value of the
         Stock shall be determined as of the last preceding business day. If
         paragraphs (i) and (ii) next above are otherwise inapplicable, then the
         Fair Market Value of the Stock shall be determined in good faith by the
         Committee.

(f)      SUBSIDIARY. The term "Subsidiary" means any company during any period
         in which it is a "subsidiary corporation" (as that term is defined in
         Code section 424(f)) with respect to the Company.

(g)      STOCK. The term "Stock" shall mean shares of common stock of the
         Company.


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