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                                                                   EXHIBIT 10.58


                                U. S. CAN COMPANY
                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement") dated as of May 1, 1997 (the
"Agreement") is by and between United States Can Company, a Delaware corporation
having its principal offices at 900 Commerce Drive, Oak Brook, Illinois 60521
("U.S. Can"), and John R. McGowan, an employee of U.S. Can (the "Employee").

      WHEREAS, the Employee has been or is being hired to serve as VICE
PRESIDENT CONTROLLER of U.S. Can; and

      WHEREAS, U.S. Can desires to retain the Employee's services, and the
Employee is willing to enter into and/or continue employment as an employee of
U.S. 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 are hereby acknowledged, the parties hereto
agree as follows:

      1. EMPLOYMENT. The Employee shall be employed by U.S. Can as Vice
President Controller for the Term of Employment (as defined in Section 5
hereof), and on the terms and conditions set forth herein.

      2. DUTIES. The Employee shall perform those duties normally associated
with the position of Vice President Controller, as well as any other duties and
tasks as may be assigned from time to time to the Employee by the Chief
Executive Officer of U.S. Can. During the Term of Employment, the Employee shall
work exclusively for U.S. Can and its Affiliates (as hereinafter defined) and
devote substantially all of his business efforts and time to fulfill the duties
of his employment.

      For purposes of this Agreement, the term "Affiliate" shall mean U.S. Can,
any other corporation owned or controlled by U.S. Can, directly or indirectly,
and any parent or subsidiary of U.S. Can, including, without limitation, U.S.
Can Corporation, a Delaware corporation.

      3. SITE OF EMPLOYMENT. During the Term of Employment, Employee's regular
place of employment shall be U.S. Can's principal offices located at 900
Commerce Drive, Oak Brook, Illinois 60521, or such other place as the Chief
Executive Officer may direct.
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      4. COMPENSATION AND BENEFITS.

         a. Salary: In full consideration for the aforementioned services and
            subject to the due performance thereof, the Employee shall receive
            an annual salary of $170,000 (payable bi-weekly) during the Term of
            the Employment; provided, however, that the Employee shall receive
            only a pro rata share of such salary through the date of termination
            or resignation in the event the Employee is terminated for cause by
            U.S. Can pursuant to Section 6(i) or in the event the employee
            voluntarily resigns pursuant to Section 6(iii) hereof. U.S. Can
            shall calculate any pro rata share of the Employee's salary earned
            through the date of termination or resignation, including accrued
            but unused vacation time. In the event the Employee is terminated by
            U.S. Can without cause pursuant to Section 6(ii) below, the Employee
            shall be entitled to receive his Severance Payments pursuant to
            Section 7 hereof; provided, however, that in the event the Employee
            is terminated without cause due to a disability in accordance with
            Section 8 hereof, U.S. Can shall only be obligated to the Employee
            for the difference between the Severance Payments and any other
            amounts received by the Employee as a result of such disability,
            including but not limited to amounts received pursuant to any
            disability insurance plan provided by U.S. Can, worker's
            compensation payments and any compensatory or punitive damage awards
            received in any personal injury action. Any increase in base salary,
            or the award of any bonus, shall be made in the sole discretion of
            the Board of Directors of U.S. Can, taking into account, in their
            sole discretion, whether the Employee has attained the performance
            goals, financial and otherwise, established for the Employee by the
            Board of Directors for the preceding year.

         b. BENEFITS. The Employee shall be entitled to receive a car or an
            allowance not in excess of $9,600 per year and the other fringe
            benefits received by other officers of U.S. Can and its Affiliates,
            including but not limited to, being covered under any incentive
            compensation plans, group insurance plans, stock


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            option, stock grant and/or stock purchase plans and any retirement
            accumulation plan, including but not limited to the Non-qualified
            Excess Benefit Replacement Plan pursuant to Section 401(a)(17) and
            Section (15) of the Internal Revenue Code of 1986, as amended,
            offered by U.S. Can and/or its Affiliates; provided, however, that
            nothing herein shall require U.S. Can or its Affiliates to maintain
            the fringe benefits currently provided to officers of U.S. Can
            and/or its Affiliates.

         c. REASONABLE AND NECESSARY BUSINESS EXPENSES. The Employee shall be
            entitled to reimbursement from U.S. Can of reasonable and necessary
            business expenses incurred by the Employee in the course of his
            employment.

         d. VACATION/HOLIDAYS. During each year of the Term of Employment, the
            Employee shall be entitled to five (5) weeks of paid vacation plus
            the paid holidays observed by U.S. Can and its Affiliates.

      5. TERM OF EMPLOYMENT. The Employee's term of employment by U.S. Can shall
commence on the date hereof and shall continue until termination thereof by the
Employee or U.S. Can pursuant to the terms hereof (the "Term of Employment"),
subject to the provisions of Section 10 hereof.

      6. TERMINATION. The Term of Employment may be terminated (i) by U.S. Can
with cause (as set forth below), effective immediately; (ii) by U.S. Can without
cause (as set forth below), effective thirty (30) days after written notice to
Employee; (iii) by Employee unilaterally, effective thirty (30) days after
written notice to U.S. Can; or (iv) on death of the Employee, effective
immediately.

      Termination with cause is permitted in the following circumstances:

         a) material breach or non-performance of any of the terms and
            conditions of this Agreement by Employee without proper cause, after
            a written demand for performance has been delivered to Employee by
            U.S. Can, which notice specifies the nature of the default and
            Employee has failed to cure such default within five (5) days
            thereafter;


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         b) commission of any crime involving assault, moral turpitude or any
            felony in connection with the performance of his duties hereunder;
            or

         c) other intentional or negligent conduct having a material adverse
            effect on the condition, financial or otherwise, of U.S. Can, or any
            of its Affiliates.

      In every other case of termination by U.S. Can, the termination shall be
deemed to be without cause.

      7. SEVERANCE PAYMENTS. Should U.S. Can or its successor/assignee terminate
the Term of Employment without cause pursuant to Section 6(ii) above, the
Employee shall receive eighteen (18) months of base salary and the insurance
benefits which exist during the pay period immediately preceding the termination
of the Term of Employment (the "Severance Payments"). The Severance Payments
shall be payable in the same manner as base salary payments are made during the
Term of Employment in accordance with Section 4 hereof.

      8. DISABILITY OF THE EMPLOYEE. In the event that the Employee suffers
total and permanent disability during the Term of Employment hereunder, then,
effective on the date thereof, the Term of Employment shall conclude; provided,
however, that the termination of the Term of Employment resulting from the total
and permanent disability shall be deemed to be termination without cause, and
the Employee shall be entitled to receive the Severance Payments pursuant to
Section 7 hereof, less any other amount received by the Employee as a result of
such disability as provided for in Section 4(a) hereof. Total and permanent
disability shall mean a disability because of which the Employee is physically
or mentally unable to substantially perform the duties required of him under
this Agreement for a period of six (6) consecutive months or more.

      9. DEATH OF THE EMPLOYEE. If the Employee dies during his Term of
Employment hereunder, the Term of Employment shall conclude on the date thereof,
and the Employee's designated beneficiary or, in the event no beneficiary has
been designated or survives, to the estate of the Employee, the estate of the
Employee shall be entitled to receive a death benefit from U.S. Can equal to two
times the Employee's base salary existing on the date of his death (not to
exceed a maximum of $500,000). Any amounts payable by U.S. can in respect of the
death benefit provided herein may be paid in twenty-four (24) equal installments
at U.S. can's option.


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      10. EFFECT OF EXPIRATION OR TERMINATION. If the Term of Employment comes
to an end for any reason whatsoever, the obligations of the parties under
Sections 11 and 12 shall continue in accordance with the terms and conditions of
each respective Section. Further, Sections 4 and 7 will remain in full force and
effect until the Employee's account is settled.

      11. NON-COMPETITION. The Employee hereby agrees that, during the Term of
Employment, and during the Agreed Period (as hereinafter defined), the Employee
shall not: (a) engage, directly or indirectly, in any Prohibited Activities (as
hereinafter defined) in any Prohibited Territory (as hereinafter defined) as an
owner, officer, director, employee, stockholder, principal, consultant, agent
lender, guarantor, cosigner, investor or trustee of any corporation,
partnership, proprietorship, joint venture, association or any other entity or
business of any nature or (b) solicit any customers or clients of U.S. Can or
its Affiliates in connection with any transactions which are in direct
competition with the business of U.S. Can. Notwithstanding the foregoing, the
Employee may be the owner of not more than 5% of the outstanding capital stock
of any corporation engaged in Prohibited Activities (as defined herein). For
purposes of this Section 11, "Prohibited Activities" shall mean any
manufacturing, development, sales, marketing, licensing and/or distribution of
any container which is directly competitive with any product supplied by U.S.
Can or any of its Affiliates and the provision of any services directly
competitive with services offered by U.S. Can or its Affiliates and "Prohibited
Territory" means the United States and any other country or applicable
geographic area where the products and/or services of U.S. Can or its Affiliates
are sold. The term "Agreed Period" shall mean the Term of Employment and the one
and one-half year period following the date on which the Term of Employment is
terminated.

      12. CONFIDENTIALITY.

      (a) For purposes of this Section 12, "U.S. Can Confidential Information"
means all Trade Secrets and Other Confidential Technical and Business
Information (as defined below) (whether or not reduced to writing and whether or
not patentable or protectable by copyright) which U.S. Can now owns or is
licensed to use, or may in the future own or be licensed to use during the
entire term of your employment at U.S. Can, including the Term of Employment
hereunder. "Trade Secrets and Other Confidential Technical and Business
Information" means all confidential


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or proprietary product development and design information and all confidential
or proprietary procedures, techniques, manuals, customer information,
specifications, data bases, test results, information concerning business or
product acquisitions, strategic plans, customer lists, pricing data, and
discoveries, inventions and innovations made, created, acquired or developed by
or on behalf of U.S. Can and/or it Affiliates but excluding in each case any
information which as a whole (i) is contained at the time of disclosure or
thereafter in a patent or a printed publication available to the general public,
(ii) is obtained from a third party lawfully in possession of such information
and who is not subject to a contractual or a fiduciary duty not to disclose such
information, or (iii) any other information which is known generally by the
public.

      (b) The Employee agrees to take the following steps to preserve the
confidential and proprietary nature of U.S. Can Confidential Information:

            (i)   During or after the Employee's employment by U.S. Can, the
                  Employee will not disclose or transfer any of the U.S. Can
                  Confidential Information other than as authorized by U.S. Can
                  within the scope of the Employee's duties with U.S. Can.
                  Except to the extent the Employee is authorized to do so in
                  his capacity as an employee or officer of U.S. Can, the
                  employee understands that he is not allowed to sell, license
                  or otherwise exploit any products or services which embody or
                  utilize in whole or in part any U.S. Can Confidential
                  Information.

            (ii)  The Employee will take all reasonable precautions to prevent
                  the unauthorized disclosure (whether inadvertent or
                  deliberate) of U.S. Can Confidential Information to
                  unauthorized persons or entities, and will report promptly to
                  appropriate U.S. Can management any such activities by others.

            (iii) While the Employee is permitted to retain all personal
                  information which is not comprised of or derived from U.S. Can
                  Confidential Information (in whole or in part), all notes,
                  files, data, tapes, reference materials, reports, sketches,
                  drawings, price lists, customer lists, plans, memoranda,
                  records and any other document or matter comprised of, or
                  derived from U.S. Can Confidential Information (in whole or in
                  part) shall belong exclusively to U.S. Can. At the request of
                  U.S. Can or upon termination of the Employee's employment with


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                  U.S. Can, the Employee will deliver to U.S. Can all tangible
                  materials embodying U.S. Can Confidential Information in his
                  possession or control.

      (c) Except as otherwise provided herein, this Section 11 shall survive for
a period of ten (10) years following termination of this Agreement.

      13. EQUITABLE RELIEF. The Employee understands that a breach by him of any
provision of this Agreement may cause substantial injury to U.S. Can and/or its
Affiliates which may be irreparable and/or in amounts difficult or impossible to
ascertain, and that in the event the Employee breaches any provision of this
Agreement, U.S. Can shall have, in addition to all other remedies available in
the event of a breach of this Agreement, the right to injunctive or other
equitable relief. Further, the Employee acknowledges and agrees that the
restrictions and commitments set forth in the Agreement are necessary to protect
U.S. Can's legitimate interests and are reasonable in scope, area and time, and
that if, despite this acknowledgement and agreement, at the time of the
enforcement of any provision of this Agreement 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.

      14. NON-WAIVER OF RIGHTS. The failure to enforce at any time any of the
provisions of this Agreement or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement, or
any part hereof, or the right of either party thereafter to enforce each and
every provision in accordance with the terms of this Agreement.

      15. ARBITRATION. Any dispute as to any claim under this Agreement shall be
settled by arbitration in Chicago, Illinois by an arbitrator, who shall be
appointed pursuant to the rules of the American Arbitration Association. The
arbitration shall be conducted promptly and expeditiously in accordance with the
applicable arbitration rules of the American Arbitration Association. Any award
issued as a result of such arbitration shall be final and binding on the
parties, and judgement upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.


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      16. SEVERABILITY. Whenever there may be a conflict between the provisions
of this Agreement and any statute, prevailing law, judicial decision, ordinance
or regulation, the latter shall prevail, but in such event the provisions of
this Agreement so affected shall be construed and limited only to the extent
necessary to bring it within the requirements of such law and in no event shall
such illegality or unenforceability affect the remaining provisions or remaining
portions of a provision of this Agreement.

      17. NOTICES. Any notice given by either party hereunder shall be in
writing and shall be personally delivered or shall be mailed, certified or
registered mail, postage prepaid, as follows:

   To U.S. Can:    United States Can Company
                   900 Commerce Drive
                   Oak Brook, Illinois  60521
                   Attention:  Chief Executive Officer

   with a copy to: Lawrence R. Samuels
                   Ross & Hardies
                   150 North Michigan
                   Chicago, Illinois 60601

   To Employee:    At the address of the Employee as set forth on the payroll
                   records of U.S. Can.

or to such other address as may have been furnished to the other party by
written notice in accordance with this Section 17.

      18. ASSIGNMENT. The rights and obligations of U.S. Can under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of U.S. Can.

      19. ENTIRE AGREEMENT. This Agreement (together with any applicable stock
option agreement, stock grant agreement, stock purchase agreement or
change-of-control agreement) contains the entire agreement between the parties
and supersedes all prior or contemporaneous agreements and representations,
written or oral with respect to the subject matter described herein. No
representations or agreements, written or oral, other than the representations
and agreements contained in this Agreement, or any applicable stock option
agreement, stock grant agreement, stock purchase agreement or change-of-control
agreement, have been made to or in favor of the


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Employee with respect to the subject matter described herein. This Agreement may
not be changed orally, but only by an agreement in writing signed by both
parties.

      20. APPLICABLE LAW. This Agreement 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 for such purpose.

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


EMPLOYEE                            UNITED STATES CAN COMPANY

/s/ John R. McGowan                 By: /s/ William J. Smith
------------------------                ------------------------
John R. McGowan                         William J. Smith
                                        President and Chief Executive Officer


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