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                                                                   Exhibit 10.50

                              U.S. CAN CORPORATION

                           1997 Equity Incentive Plan


         1. PURPOSE. The purpose of this 1997 Equity Incentive Plan (the "Plan")
is to further the success of U.S. Can Corporation, a Delaware corporation
(hereinafter called the "Company") by attracting and retaining directors,
officers, and other key executives, employees and independent contractors of the
Company and its subsidiaries and to provide to such persons incentives and
rewards relating to the Company's business plans.

         2. DEFINITIONS. As used in this Plan, in addition to the terms defined
elsewhere herein, the following terms have the following meanings when used
herein with initial capital letters:

                  (a) "Appreciation Right" means a right granted pursuant to
         Section 5.

                  (b) "Board" means the Board of Directors of the Company or,
         pursuant to any delegation by the Board to the Compensation Committee
         pursuant to Section 11, the Compensation Committee.

                  (c) "Change in Control" shall have the meaning set forth by
         the Board.

                  (d) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  (e) "Common Shares" means shares of Common Stock of the
         Company or any security into which such Common Shares may be changed by
         reason of any transaction or event of the type referred to in Section
         8.

                  (f) "Compensation Committee" means a committee appointed by
         the Board consisting of at least three Non- Employee Directors, each of
         whom will be a disinterested person within the meaning of Rule 16b-3.

                  (g) "Date of Grant" means the date determined in accordance
         with the Board's authorization on which a grant of Option Rights or
         Appreciation Rights, or a grant of Restricted Shares, becomes
         effective.

                  (h) "Form of Appreciation Right Grant" means the form adopted
         by the Board for the granting of Appreciation Rights pursuant to
         Section 5 hereof, which form may be amended by the Board from time to
         time.
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                  (i) "Form of Option Right Grant" means the form adopted by the
         Board for the granting of Option Rights pursuant to Section 4 hereof,
         which form may be amended by the Board from time to time.

                  (j) "Form of Restricted Share Grant" means the form adopted by
         the Board for the transfer or issuance of Restricted Shares pursuant to
         Section 6 hereof, which form may be amended by the Board from time to
         time.

                  (k) "Incentive Stock Options" means Option Rights that are
         intended to qualify as "incentive stock options" under Section 422 of
         the Code or any successor provision.

                  (l) "Market Value per Share", as applied to any date, means
         the mean between the highest and lowest quoted selling prices at which
         Common Shares were sold on such date as reported by the New York Stock
         Exchange or the principal securities exchange or automated quotation
         system on which Common Shares were traded, or if no Common Shares were
         traded on such date, on the next preceding date on which Common Shares
         were so traded.

                  (m) "Non-Employee Director" means a Director of the Company
         who is not a full-time employee of the Company or any Subsidiary.

                  (n) "Nonqualified Stock Option" means Option Rights other than
         Incentive Stock Options.

                  (o) "Optionee" means the optionee named in an agreement with
         the Company evidencing an outstanding Option Right.

                  (p) "Option Price" means the purchase price payable on
         exercise of an Option Right.

                  (q) "Option Right" means the right to purchase Common Shares
         upon exercise of an option granted pursuant to Section 4.

                  (r) "Participant" means a person who is approved by the Board
         to receive benefits under this Plan and who is at the time an officer,
         executive, director or other employee or independent contractor of the
         Company or any one or more of its Subsidiaries, or who has agreed to
         commence serving in any of such capacities.

                  (s) "Restricted Shares" means Common Shares issued pursuant to
         Section 6 as to which neither the substantial risk of forfeiture nor
         the prohibition on transfers referred to in Section 6 has expired.

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                  (t) "Rule 16b-3" means rule 16b-3 promulgated under the
         Exchange Act (or any successor rule substantially to the same effect),
         as in effect from time to time.

                  (u) "Spread" means the excess of the Market Value per Share of
         the Common Shares on the date when an Appreciation Right is exercised,
         or on the date when Option Rights are surrendered in payment of the
         Option Price of other Option Rights, over the Option Price provided for
         in the related Option Right.

                  (v) "Subsidiary" means any corporation with respect to which
         the Company directly or indirectly owns stock possessing 50% or more of
         the voting power as described in Section 424(f) of the Code.

         3. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as provided
in Section 8, the number of Common Shares that may be issued or transferred
under this Plan upon the exercise of Option Rights or Appreciation Rights or as
Restricted Shares and released from substantial risks of forfeiture thereof, may
not exceed 400,000. Shares issued under this Plan may be shares of original
issuance or treasury shares or a combination of the foregoing.

         4. OPTION RIGHTS. The Board may from time to time authorize the grant
to Participants of options to purchase Common Shares upon such terms and
conditions as it may determine in accordance with the following provisions:

                  (a) Each grant will specify the number of Common Shares to
         which it pertains and the term during which the rights granted
         thereunder will exist.

                  (b) Each grant will specify an Option Price per share, which
         may not be less than the Market Value per Share as of the Date of
         Grant.

                  (c) Each grant will specify whether the Option Price is
         payable (i) in cash, (ii) by the actual or constructive transfer to the
         Company of nonforfeitable, unrestricted Common Shares already owned by
         the Optionees (or other consideration authorized pursuant to Section
         4(d)) having an actual or constructive value as of the time of exercise
         as determined by the Board or in accordance with the applicable
         agreement referred to in Section 4(i), equal to the total Option Price,
         or (iii) by a combination of such methods of payment.

                  (d) The Board may determine, at or after the Date of Grant,
         that payment of the Option Price of any option may

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         also be made in whole or in part in the form of Restricted Shares or
         other Common Shares that are forfeitable or subject to restrictions on
         transfer, or other Option Rights (based on the Spread on the date of
         exercise). Unless otherwise determined by the Board at or after the
         Date of Grant, whenever any Option Price is paid in whole or in part by
         means of any of the forms of consideration specified in this paragraph,
         the Common Shares received upon the exercise of the Option Rights will
         be subject to such risks of forfeiture or restrictions on transfer as
         may correspond to any that apply to the consideration surrendered, but
         only to the extent of (i) the number of shares surrendered in payment
         of the Option Price or (ii) the Spread of any unexercisable portion of
         Option Rights surrendered in payment of the Option Price.

                  (e) Any grant may provide for deferred payment of the Option
         Price from the proceeds of sale through a bank or broker on the
         exercise date of some or all of the shares to which such exercise
         relates.

                  (f) Successive grants may be made to the same Participant
         whether or not any Option Rights previously granted to such Participant
         remain unexercised.

                  (g) Each grant will specify the period or periods of
         continuous service by the Optionee with the Company or any Subsidiary
         which is necessary before the Option Rights or installments thereof
         will become exercisable and may provide for the earlier exercise of
         such Option Rights in the event of a Change in Control or other event.

                  (h) Option Rights granted under this Plan must be Nonqualified
         Stock Options.

                  (i) Each grant of Option Rights will be evidenced by an
         agreement executed on behalf of the Company by any officer, director,
         or, if authorized by the Board, employee of the Company and delivered
         to the Optionee and containing such terms and provisions as the board
         may approve, except that in no event will any such agreement include
         any provision prohibited by the express terms of this Plan. The
         agreement shall be consistent with the Form of Option Right Grant
         adopted by the Board for the purpose of granting Option Rights.

         5. APPRECIATION RIGHTS. The Board may also authorize the grant to any
Optionee of Appreciation Rights in respect of Option Rights granted hereunder.
An Appreciation Right will be a right of the Optionee, exercisable by surrender
of the related Option

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Right or in accordance with the applicable agreement referred to in Section
5(f), to receive from the Company an amount, as determined by the Board, which
will be expressed as a percentage of the Spread at the time of exercise. Each
such grant will be in accordance with the following provisions:

                  (a) Any grant may provide that the amount payable on exercise
         of an Appreciation Right may be paid by the Company in cash, in Common
         Shares, or in any combination thereof and may either grant to the
         Optionee or retain in the Board the right to elect among those
         alternatives.

                  (b) Any grant may specify that the amount payable on exercise
         of an Appreciation Right may not exceed a maximum specified by the
         Board as of the Date of Grant.

                  (c) Any grant may specify waiting periods before exercise and
         permissible exercise dates or periods and will provide that no
         Appreciation Right may be exercised except at a time when the related
         Option Right is also exercisable and at a time when the Spread is
         positive.

                  (d) Any grant may specify that such Appreciation Right may be
         exercised only in the event of a Change in Control or other event.

                  (e) Any grant may provide that, in the event of a Change in
         Control, then any such Appreciation Right will automatically be deemed
         to have been exercised by the Optionee, the related Option Right will
         be deemed to have been surrendered by the Optionee and will be
         cancelled, and the Company forthwith upon the consummation thereof will
         pay to the Optionee in cash an amount equal to the Spread at the time
         of such consummation.

                  (f) Each grant of Appreciation Rights will be evidenced by an
         agreement executed on behalf of the Company by an officer, director,
         or, if authorized by the Board, employee of the Company and delivered
         to and accepted by the Optionee, which agreement will describe such
         Appreciation Rights, identify the related Option Rights, state that
         such Appreciation Rights are subject to all the terms and conditions of
         this Plan, and contain such other terms and provisions as the Board may
         approve, except that in no event will any such agreement include any
         provision prohibited by the express terms of this Plan. The agreement
         shall be consistent with the Form of Appreciation Right Grant adopted
         by the Board for the purpose of granting Appreciation Rights.

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         6.       RESTRICTED SHARES.  The Board may also authorize the
issuance or transfer of Restricted Shares to Participants in
accordance with the following provisions.  Each such grant will
be in accordance with the following provisions:

                  (a) Each such issuance or transfer will constitute an
         immediate transfer of the ownership of Common Shares to the Participant
         in consideration of the performance of services, entitling such
         Participant to voting, dividend, and other ownership rights, but
         subject to the substantial risk of forfeiture and restrictions on
         transfer provided below.

                  (b) Each such issuance or transfer may be made without
         additional consideration.

                  (c) Each such issuance or transfer will provide that the
         Restricted Shares covered thereby will be subject, except (if the Board
         so determines) in the event of a Change in Control or other event
         specified in the agreement referred to in Section 6(e), for a period to
         be determined by the Board at the Date of Grant, to a "substantial risk
         of forfeiture" within the meaning of Section 83 of the Code.

                  (d) Each such issuance or transfer will provide that during
         the period for which such substantial risk of forfeiture is to
         continue, the transferability of the Restricted Shares will be
         prohibited or restricted in the manner and to the extent prescribed in
         or pursuant to the agreement referred to in Section 6(e) (which
         restrictions may include, without limitation, rights of repurchase or
         first refusal or provisions subjecting the Restricted Shares to a
         continuing substantial risk of forfeiture in the hands of any
         transferee).

                  (e) Each issuance or transfer of Restricted Shares will be
         evidenced by an agreement executed on behalf of the Company by any
         officer, director, or, if authorized by the Board, employee of the
         Company and delivered to and accepted by the Participant and containing
         such terms and provisions as the Board may approve except that in no
         event will any such agreement include any provision prohibited by the
         express terms of the Plan. The agreement shall be consistent with the
         Form of Restricted Share Grant adopted by the Board for the purpose of
         issuing Restricted Shares. All certificates representing Restricted
         Shares will be held in custody by the Company until all restrictions
         thereon have lapsed, together with a stock power executed by the
         Participant in whose name such certificates are registered,
         endorsed in blank and covering such Restricted Shares, which may be
         executed by any officer of the Company upon a

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         determination by the Board that an event causing the forfeiture of the
         Restricted Shares has occurred.

         7. TRANSFERABILITY.

                  (a) No Option Right or Appreciation Right granted, issued, or
         transferred under this Plan will be transferable by a Participant other
         than by will or the laws of descent and distribution or pursuant to a
         qualified domestic relations order, as that term is defined in the Code
         or the rules thereunder or Title I of the Employee Retirement Income
         Security Act of 1974, as amended ("ERISA"), or the rules thereunder,
         except (in the case of a Participant who is not a Director or officer
         of the Company) to a fully revocable trust of which the Optionee is
         treated as the owner for federal income tax purposes. Option rights and
         Appreciation Rights will be exercisable during the Optionee's life only
         by him or by his guardian or legal representative. The Board may impose
         additional restrictions on transfer as well.

                  (b) The Board may specify at the Date of Grant that part or
         all of the Common Shares that are (i) to be issued or transferred by
         the Company upon the exercise of Option Rights or Appreciation Rights
         or (ii) no longer subject to the substantial risk of forfeiture and
         restrictions on transfer referred to in Section 6, will be subject to
         further restrictions on transfer.

         8. ADJUSTMENTS. The Board may make or provide for such adjustments in
the numbers of Common Shares covered by outstanding Option Rights or
Appreciation Rights granted hereunder, in the prices per share applicable to
such Option Rights and Appreciation Rights, and in the kind of shares covered
thereby, as the Board may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (a)
any stock dividend, stock split, combination of shares, recapitalization, or
other change in the capital structure of the Company, (b) any merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
or complete liquidation, or other distribution of assets or issuance of rights
or warrants to purchase securities, or (c) any other corporate transaction or
event having an effect similar to any of the foregoing; provided, further,
however, that any adjustment which by reason of this Section 8 is not required
to be made currently will be carried forward and taken into account in any
subsequent adjustment. In the event of any such trans action or event, the Board
may provide in substitution for any or all outstanding awards under this Plan
such alternative consideration as it may determine to be equitable in the
circumstances and may require in connection therewith the surrender of all

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awards so replaced. The Board may also make or provide for such adjustments in
the numbers of shares specified in Section 3 as the Board may determine is
appropriate to reflect any transaction or event described in this Section 8.

         9. FRACTIONAL SHARES. The Company will not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions and for the settlement of fractions in cash.

         10. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local, or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements may include relinquishment of a portion of such benefit.

         11. ADMINISTRATION OF THE PLAN.

                  (a) This Plan will be administered by the Board, which may
         from time to time delegate all or any part of its authority under this
         Plan to the Compensation Committee.

                  (b) The Board will take such actions as are required to be
         taken by it hereunder, may take the actions permitted to be taken by it
         hereunder, and will have the authority from time to time to interpret
         this Plan and to adopt, amend, and rescind rules and regulations for
         implementing and administering this Plan. All such actions will be in
         the sole discretion of the Board, and when taken, will be final,
         conclusive, and binding. Without limiting the generality or effect of
         the foregoing, the interpretation and construction by the Board of any
         provision of this Plan or of any agreement, notification, or document
         evidencing the grant of Option Rights, Appreciation Rights, or
         Restricted Shares, and any determination by the Board in its sole
         discretion pursuant to any provision of this Plan or of any such
         agreement, notification, or document will be final and conclusive.
         Without limiting the generality or effect of any provision of the
         Certificate of Incorporation of the Company, no member of the Board
         will be liable for any such action or determination made in good faith.

                  (c) The provisions of Sections 4, 5, and 6 will be interpreted
         as authorizing the Board, in taking any action under or pursuant to
         this Plan, to take any action it

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         determines in its sole discretion to be appropriate subject only to the
         express limitations therein contained and no authorization in any such
         Section or other provision of this Plan is intended or may be deemed to
         constitute a limitation on the authority of the Board.

                  (d) The existence of this Plan or any right granted or other
         action taken pursuant hereto will not affect the authority of the Board
         or the Company to take any other action, including in respect of the
         grant or award of any option, security, or other right or benefit,
         whether or not authorized by this Plan, subject only to limitations
         imposed by applicable law as from time to time applicable thereto.

         12. AMENDMENTS, ETC.

                  (a) This Plan may be amended from time to time by the Board,
         but without further approval by a majority of the stockholders of the
         Company present in person or by proxy at a meeting of the Company's
         stockholders and entitled to vote generally in the election of
         directors, or as may be other wise required by Rule 16b-3, no such
         amendment will (i) increase the maximum numbers of Common Shares or
         Restricted Shares pursuant to Section 3 (except that adjustments and
         additions authorized by this Plan will not be limited by this
         provision) or (ii) cause Rule 16b-3 to become inapplicable to this Plan
         during any period in which the Company has any class of equity
         securities registered pursuant to Section 13 or 15 of the Exchange Act.

                  (b) The Board may, with the concurrence of the affected
         Optionee, cancel any agreement evidencing Option Rights or any other
         award granted under this Plan. In the event of such cancellation, the
         Board may authorize the granting of new Option Rights or other awards
         hereunder (which may or may not cover the same number of Common Shares
         which had been the subject of the prior award) in such manner, at such
         option price, and subject to such other terms, conditions, and
         discretions as would have been applicable under this Plan had the
         canceled Option Rights or other award not been granted.

                  (c) In case of termination of employment by reason of death,
         disability, or normal or early retirement, or in the case of hardship
         or other special circumstances, of a Participant who holds an Option
         Right or Appreciation Right not immediately exercisable in full, or any
         Restricted Shares as to which the substantial risk of forfeiture or the
         prohibition or restriction on transfer has not lapsed, or who holds
         Common Shares subject to any transfer restriction imposed pursuant to
         Section 7(b), the Board may take such action as

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         it deems equitable in the circumstances or in the best interests of the
         Company, including without limitation waiving or modifying any other
         limitation or requirement under any such award.

                  (d) This Plan will not confer upon any Participant any right
         with respect to continuance of employment or other service with the
         Company or any Subsidiary, nor will it interfere in any way with any
         right the Company or any Subsidiary would otherwise have to terminate
         or modify the terms of such Participant's employment or other service
         at any time.

                  (e) This Plan will be governed by and constructed in
         accordance with the laws of the State of Delaware, without giving
         effect to the principles of conflict of laws thereof. If any provision
         of this Plan is held to be invalid or unenforceable, no other provision
         of this Plan will be affected thereby.

                  (f) The Plan shall be effective upon adoption by the Board of
         Directors. Subject to the foregoing condition, options, Appreciation
         Rights and Restricted Shares may be granted pursuant to the Plan from
         time to time within the period commencing upon adoption of the Plan by
         the Board of Directors and ending ten (10) years after the earlier of
         such adoption and the approval of the Plan by the stockholders.

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