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                                                                   EXHIBIT 10.31

                       CHANGE IN CONTROL AGREEMENT BETWEEN
                             LAWRENCE T. MESSINA AND
                            UNITED STATES CAN COMPANY

         THIS CHANGE IN CONTROL AGREEMENT, dated as of September 20, 1995 (the
"Agreement"), is by and between U. S. Can Corporation, a Delaware corporation
having its principal offices at 900 Commerce Drive, Oak Brook, Illinois 60521
("USC"), United States Can Company, a Delaware corporation having its principal
offices at 900 Commerce Drive, Oak Brook, Illinois 60521 (the "Subsidiary", 
with USC and the Subsidiary collectively referred to herein as "US Can" or the
"Company"), and Lawrence T. Messina, an employee of US Can (the "Employee").

         WHEREAS, the Employee is presently serving as Vice President -- Western
and Machine Center Operations and an employee of US Can; and

         WHEREAS, US Can desires to retain the Employee's services and the
Employee is willing to enter into and continue his employment as an employee of
US Can on the terms and conditions set forth herein.

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

     1. CERTAIN DEFINED TERMS. (a) "Change of Control" - As used herein, shall
mean any one or more of the following: the acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Twenty
Percent (20%) or more of the shares of the then outstanding common stock of the
Company (the "Outstanding Common Stock"), a merger or consolidation of the
Company in which the Company does not survive as an independent public company,
a sale of all or substantially all of the assets of the Company, or a
liquidation or dissolution of the Company; provided, however, that the following
acquisitions shall not constitute a Change of Control for the purposes of this
subsection (a): (i) any acquisition directly from the Company, or (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company.

     (b) "Constructive Termination", as used herein, shall mean any one or more
of the following occurrences within two (2) years following the Effective Date
of a Change of Control: (i) the assignment to the Employee of any duties
inconsistent in any


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material respect with the Employee's position, authority, duties or
responsibilities immediately prior to the Effective Date of the Change of
Control referred to above, or any other action by the Company which results in a
diminution in any material respect of the Employee's position, authority, duties
or responsibilities as the same existed immediately prior to the Effective Date
of the Change of Control referred to above.

     (c) "Effective Date", as used herein, shall mean the first date during
which a Change of Control (as defined in Section 1(a)) occurs.

     2. TERMINATION. If the Employee is terminated, or is subject to a
Constructive Termination, within two (2) years following the Effective Date of a
Change of Control, the Employee will be entitled to receive the benefits set
forth below.

          (a) SEVERANCE PAYMENT. If termination or Constructive Termination of
the Employee occurs within two (2) years following the Effective Date of a
Change of Control, the Employee shall receive a severance payment equal to the
higher of the Employee's then current annual base salary, or the Employee's
annual base salary on the date immediately prior to the Effective Date of a
Change of Control.

          (b) BONUS PAYMENT. If termination or Constructive Termination of the
Employee occurs within two (2) years following the Effective Date of a Change of
Control, the Employee shall be awarded a prorated bonus based on Employee's
target bonus (as then established by the Board of Directors of the Company or
the Employee's manager, as set forth by the Company in any the effective bonus
plan, as set forth in any employment agreement or as set forth in any
combination of the above) for the fiscal year in which the employment services
are Terminated or Constructively Terminated. The bonus amount received shall be
prorated for the actual number of days which have elapsed in the fiscal year of
Termination or Constructive Termination over the total number of days in that
fiscal year.

          (c) RESTRICTED STOCK. If termination or Constructive Termination of
the Employee occurs within two (2) years following the Effective Date of a
Change of Control, the vesting of all restricted stock grants shall he
accelerated to the date on which the Employee is terminated or is subject to a
Constructive Termination.

          (d) HEALTH BENEFITS. If termination or Constructive Termination of the
Employee occurs within two (2) years following


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the Effective Date of a Change of Control, the Employee shall continue to
receive the same health and welfare benefits (in effect at any time 120 days
prior to the Effective Date of a Change of Control) for a period of one year
following the date of Termination or Constructive Termination.

     3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois applicable to agreements made
and to be performed in Illinois, without giving effect to conflicts of law
principles.

     4. HEADINGS. The section headings of this Agreement are for reference only
and are to be given no effect in the construction or interpretation of this
Agreement.

     5. SEVERABILITY. If any part or provision of this Agreement shall be
declared invalid or unenforceable by a court of competent jurisdiction, said
provision or part shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining parts or
provisions of this Agreement.

     6. WAIVER. Any party may waive compliance by another party with any of the
provisions of this Agreement. No waiver of any provision shall be construed as a
waiver of any other provision. Any waiver must be in writing.

     7. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding on and inure
to the benefit of the parties and their respective successors and permitted
assigns. Nothing in this Agreement shall create or be deemed to create any third
party beneficiary rights in any person or entity (including any employee or
person engaged by the Company in any capacity) not a party to this Agreement.
The Company will require any successor (whether direct or indirect, by merger,
purchase, consolidation or otherwise) of the Company to make an express
assumption of the obligations hereunder and cause any successor (whether direct
or indirect, by merger, purchase, consolidation or otherwise) of the Company to
agree to perform all parts and provisions under this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.

     8. COUNTERPARTS. This Agreement may be signed in any number of counterparts
and all such counterparts shall be read together and construed as but one and
the same document.

     9. NOTICES. All notices and other communications under this Agreement shall
be in writing and shall be deemed given when delivered personally, one day after
sent by recognized overnight courier, or five (5) days after deposit in the
United States mail, postage prepaid, registered or certified mail, return
receipt

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requested, to the parties at the following addresses (or to such other address
as a party may have specified by notice duly given to the other party in 
accordance with this provision):

          If to the Employee:

          At the Employee's then current business or residence address as shown
          on the records of US Can, with a copy to such other person as the
          Employee may have specified by notice duly given to US Can in
          accordance with this provision.

          If to US Can:

               United States Can Company
               900 Commerce Drive
               Oak Brook, Illinois 60521

               Attention: President

          With a copy to:

               Ross & Hardies
               150 N. Michigan Avenue
               Chicago, Illinois 60601-7567

               Attention: Lawrence R. Samuels





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          IN WITNESS WHEREOF the parties have executed this Agreement, in 
triplicate, on the date first written above.



                                        Employee

                                        /s/ LAWRENCE T. MESSINA
                                        ---------------------------------------
                                        Lawrence T. Messina


                                        United States Can Company


                                        /s/ WILLIAM J. SMITH
                                        --------------------------------------
                                        William J. Smith
                                        President and Chief Executive Officer 


                                        U. S. Can Corporation

                                        /s/ WILLIAM J. SMITH
                                        --------------------------------------
                                        William J. Smith
                                        President and Chief Executive Officer 


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