10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2004

Commission File Number 1-8036

WEST PHARMACEUTICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization)	23-1210010 (I.R.S. Employer Identification No.)
101 Gordon Drive, PO Box 645, Lionville, PA (Address of principal executive offices)	19341-0645 (Zip code)
Registrant's telephone number, including area code 610-594-2900
N/A

        Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes   X       No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes   X    No

June 30, 2003 – 15,245,661 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

                                                                                         Page 2

                                               Index

                           Form 10-Q for the Quarter Ended June 30, 2004


                                                                                           Page

Part I -Financial Information

  Item 1.    Financial Statements (unaudited)

             Consolidated Statements of Income for the Three Months and Six Months
             ended June 30, 2004 and 2003                                                   3

             Condensed Consolidated Balance Sheets at June 30, 2004 and December 31,
             2003                                                                           4

             Consolidated Statement of Shareholders' Equity for the Six Months ended
             June 30, 2004                                                                  5

             Condensed Consolidated Statements of Cash Flows for the Six Months ended
             June 30, 2004 and 2003                                                         6

             Notes to Condensed Consolidated Financial Statements                           7

  Item 2.    Management's Discussion and Analysis of Financial Condition and Results of
             Operations                                                                    14

  Item 3.    Quantitative and Qualitative Disclosure about Market Risk                     21

  Item 4.    Controls and Procedures                                                       21

Part II - Other Information

  Item 4.    Submission of Matters to a Vote of Security Holders                           22

  Item 6.    Exhibits and Reports on Form 8-K                                              22

SIGNATURES                                                                                 23

             Index to Exhibits                                                             F-1,
                                                                                           F-2





                                                                                         Page 3

Part I.  Financial Information
Item 1.  Financial Statements.

West Pharmaceutical Services, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per share data)

                                                Three Months Ended              Six Months Ended
                                           June 30, 2004  June 30, 2003   June 30, 2004 June 30, 2003
- ------------------------------------------------------------------------------------------------------
Net sales                                      $ 138,100      $ 126,400       $ 271,700     $ 244,200
Cost of goods and services sold                   95,300         85,000         188,300       166,400
- ------------------------------------------------------------------------------------------------------
    Gross profit                                  42,800         41,400          83,400        77,800
Selling, general and administrative expenses      30,800         26,800          59,800        51,200
Costs associated with plant explosion                  -          3,700               -         8,800
Other expense, net                                   400            100           1,200           500
- ------------------------------------------------------------------------------------------------------
   Operating profit                               11,600         10,800          22,400        17,300
Interest expense, net                              1,600          1,700           3,500         3,600
- ------------------------------------------------------------------------------------------------------
   Income before income taxes                     10,000          9,100          18,900        13,700
Provision for income taxes                         3,200          2,900           6,100         4,200
- ------------------------------------------------------------------------------------------------------
   Income from consolidated operations             6,800          6,200          12,800         9,500
Equity in net income of affiliated companies         900            700           1,900         1,200
- ------------------------------------------------------------------------------------------------------
   Net income                                  $   7,700      $   6,900       $  14,700     $  10,700
======================================================================================================
Net income per share:
   Basic                                       $    0.51      $    0.48       $    0.99     $    0.74
   Assuming dilution                           $    0.50      $    0.48       $    0.96     $    0.74
- ------------------------------------------------------------------------------------------------------
Average common shares outstanding                 14,960         14,483          14,841        14,481
Average shares assuming dilution                  15,352         14,483          15,203        14,481

Dividends declared per common share            $    0.21      $    0.20       $    0.42     $    0.40

See accompanying notes to condensed consolidated financial statements.


                                                                          Page 4

West Pharmaceutical Services, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)
                                                         June 30,    December 31,
                                                            2004            2003
- --------------------------------------------------------------------------------
ASSETS
Current assets:
     Cash, including cash equivalents                  $  52,900      $  37,800
     Accounts receivable                                  81,000         73,900
     Inventories                                          55,500         48,000
     Insurance receivable                                      -         41,000
     Deferred income taxes                                 6,000          6,100
     Other current assets                                 13,100          9,900
- --------------------------------------------------------------------------------
Total current assets                                     208,500        216,700
- --------------------------------------------------------------------------------

Property, plant and equipment                            577,700        563,600
Less accumulated depreciation and amortization           316,300        307,900
- --------------------------------------------------------------------------------
                                                         261,400        255,700
Investments in and advances to affiliated companies       22,900         22,200
Goodwill                                                  40,800         41,500
Pension asset                                             49,200         50,500
Deferred income taxes                                     20,700         20,500
Patents                                                    6,700          6,900
Other assets                                               8,100          9,600
- --------------------------------------------------------------------------------
Total Assets                                           $ 618,300      $ 623,600
================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Notes payable                                     $   4,800      $   8,000
     Accounts payable                                     24,500         29,400
     Accrued expenses:
        Salaries, wages and benefits                      22,500         24,500
        Income taxes payable                               9,800          8,400
        Restructuring costs                                1,400          1,400
        Deferred income taxes                             16,600         16,600
        Other current liabilities                         28,500         30,600
- --------------------------------------------------------------------------------
Total current liabilities                                108,100        118,900
- --------------------------------------------------------------------------------
Long-term debt                                           153,200        167,000
Deferred income taxes                                     45,400         44,800
Other long-term liabilities                               39,300         35,300
Shareholders' equity                                     272,300        257,600
- --------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity             $ 618,300      $ 623,600
================================================================================

See accompanying notes to condensed consolidated financial statements.



                                                                                         Page 5


West Pharmaceutical Services, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited)
(in thousands)

                                                                              Accumulated
                                       Capital in                                   other
                             Common    excess of    Retained      Unearned  comprehensive       Treasury
                              Stock    par value    earnings   compensation  income (loss)         Stock      Total
- ---------------------------------------------------------------------------------------------------------------------
Balance, December 31,
2003                       $  4,300    $ 30,100     $ 281,200     $      -       $ 18,900      $ (76,900)  $ 257,600

Net Income                        -           -        14,700            -              -              -      14,700

Shares issued under
stock plans                       -       1,300            -        (8,100)             -         18,100      11,300

Amortization of unearned
compensation                      -           -            -         1,800              -             -        1,800

Dividends declared                -           -       (6,400)            -              -             -       (6,400)

Foreign currency
translation adjustment            -           -            -             -         (6,600)             -      (6,600)

Minimum pension
liability translation
adjustment                        -           -            -             -           (100)             -        (100)
- ---------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2004     $  4,300    $ 31,400     $ 289,500     $ (6,300)      $ 12,200      $ (58,800)  $ 272,300
=====================================================================================================================


See accompanying notes to condensed consolidated financial statements.




                                                                          Page 6


West Pharmaceutical Services, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)


                                                               Six Months Ended
                                                             June 30,    June 30,
                                                                2004        2003
- ---------------------------------------------------------------------------------
Cash flows provided by (used in) operating activities:
     Net income                                             $ 14,700    $ 10,700
     Depreciation and amortization                            17,000      16,600
     Other non-cash items, net                                 3,700       2,400
     Changes in assets and liabilities                        (8,600)     (4,000)
- ---------------------------------------------------------------------------------
Net cash provided by operating activities                     26,800      25,700
- ---------------------------------------------------------------------------------

Cash flows provided by (used in) investing activities:
     Property, plant and equipment acquired                  (28,800)    (18,100)
     Insurance proceeds received for property damage          31,800       4,500
     Land acquired under government grant                          -      (2,000)
     Repayment of affiliate loan                                 600           -
     Customer advances, net of repayments                       (800)        700
     Other                                                      (100)          -
- ---------------------------------------------------------------------------------
Net cash provided by (used in) investing activities            2,700     (14,900)
- ---------------------------------------------------------------------------------

Cash flows provided by (used in) financing activities:
     Net (repayments)  borrowings under revolving
       credit agreements                                     (13,600)      4,500
     Payment of fees under revolving credit agreements          (400)          -
     Repayment of other long-term debt                             -        (200)
     Other notes payable, net                                 (3,400)       (600)
     Dividend payments                                        (6,200)     (5,800)
     Issuance of common stock                                 10,200           -
- ---------------------------------------------------------------------------------
Net cash used in financing activities                        (13,400)     (2,100)
- ---------------------------------------------------------------------------------
Effect of exchange rates on cash                              (1,000)      2,400
- ---------------------------------------------------------------------------------
Net increase in cash and cash equivalents                     15,100      11,100
Cash, including cash equivalents at beginning of period       37,800      33,200
- ---------------------------------------------------------------------------------
Cash, including cash equivalents at end of period           $ 52,900    $ 44,300
=================================================================================

See accompanying notes to condensed consolidated financial statements.




                                                                          Page 7

              West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                (in thousands, except share and per share data)

1.   The interim consolidated financial statements for the six-month
     period ended June 30, 2004 should be read in conjunction with the
     consolidated  financial statements and notes thereto of West
     Pharmaceutical Services, Inc. (the Company), appearing in the Company's
     2003 Annual Report on Form 10-K.  The year-end condensed consolidated
     balance sheet data was derived from audited financial statements, but
     does not include all disclosures required by generally accepted
     accounting principles.

     Interim Period Accounting Policy
     --------------------------------
     In the opinion of management, the unaudited Condensed Consolidated
     Financial Statements contain all adjustments, consisting only of normal
     recurring accruals and adjustments, necessary for a fair presentation of
     the Company's financial position as of June 30, 2004 and the results of
     operations and cash flows for the periods ended June 30, 2004 and 2003.
     The results of operations for any interim period are not necessarily
     indicative of results for the full year.

     Income Taxes
     ------------
     The tax rate used for interim periods is the estimated annual effective
     consolidated tax rate, based on the current estimate of full-year
     results, except that taxes related to specific events, if any, are
     recorded in the interim period in which they occur.

     Stock-Based Compensation
     ------------------------
     The Company accounts for stock-based compensation using the intrinsic
     value method prescribed in Accounting Principles Board (APB) Opinion No.
     25, "Accounting for Stock Issued to Employees," and related
     interpretations.  Accordingly, compensation cost for stock options is
     measured as the excess, if any, of the quoted market price of the
     Company's stock at the date of the grant over the amount an employee must
     pay to acquire the stock.

     In the second quarter of 2004, the Company awarded 190,350 shares of
     performance vesting restricted shares to key employees under the 2004
     Stock-Based Compensation Plan. The shares vest over three performance
     periods as follows; 64,939 shares vest according to 2004 annual results,
     62,706 shares vest according to the combined 2004 and 2005 results, and
     the final 62,705 shares vest according to the results achieved over the
     three-year period ending December 31, 2006. The ultimate amount of shares
     that will vest is determined by the achievement of compound annual growth
     rates on revenue and return on invested capital targets. The awards will
     be forfeited if results for the respective performance period are less
     than 70% of the performance target. Achievement of between 70% and 100%
     of the designated plan targets will result in the vesting of 50% to 100%
     of the original award amounts. If performance targets are exceeded in the
     second and third performance periods, additional unrestricted shares
     could be awarded.  The maximum additional unrestricted share award for
     exceeding performance period targets is 31,353 shares and 62,705 shares
     for the second and third performance periods, respectively.  As the
     ultimate number of shares that will be awarded will not be known until
     the end of these performance periods, the plan is accounted for as a
     variable award plan under APB 25, and compensation expense is recognized
     over the performance period(s) based on an estimate of the number of
     shares that will vest considering the performance criteria and the market
     price of the stock at the end of each interim period until the final
     award is determined.



                                                                          Page 8



              West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                (in thousands, except share and per share data)
                                  (continued)


     Unearned compensation of $8,100 was recorded at the grant date of the
     awards in the second quarter of 2004 and is being amortized ratably over
     the vesting periods.  Compensation expense of $1,800 was recognized for
     the performance restricted stock during the three- and six-month periods
     ended June 30, 2004.  The unamortized balance of unearned compensation on
     performance restricted stock is included as a separate component of
     shareholders' equity.

     The Company has recorded stock-based compensation for other employee
     restricted stock awards and for director stock-based compensation.  The
     Company did not record compensation cost for stock options for the three
     and six months ended June 30, 2004 and 2003, because stock option grants
     are at 100% of fair market value of the stock on the grant date.  The
     Company also did not record compensation costs for shares issued under the
     noncompensatory employee stock purchase plan.  If the fair value based
     method prescribed in Statement of Financial Accounting Standards (SFAS)
     No. 123, "Accounting for Stock-Based Compensation," had been applied to
     restricted stock grants, stock option grants and shares issued under the
     employee stock purchase plan, the Company's net income and basic and
     diluted net income per share would have been reduced as summarized below:

                                                    Three Months Ended         Six Months Ended
                                                   6/30/04     6/30/03       6/30/04     6/30/03
   ----------------------------------------------------------------------------------------------
   Net income, as reported:                        $ 7,700     $ 6,900       $14,700     $10,700
     Add: Stock-based compensation expense
      included in net income, net of tax             1,700         300         1,900         100

     Deduct: Total stock-based compensation
      expense determined  under the fair value
      based method for all awards, net of tax       (2,200)       (600)       (2,700)       (600)
   ----------------------------------------------------------------------------------------------

   Pro forma net income                            $ 7,200     $ 6,600       $13,900     $10,200
   ==============================================================================================

   Net income per share:
    Basic, as reported                             $  0.51     $  0.48       $  0.99     $  0.74
    Basic, proforma                                $  0.48     $  0.46       $  0.94     $  0.71

    Diluted, as reported                           $  0.50     $  0.48       $  0.96     $  0.74
    Diluted, pro forma                             $  0.47     $  0.46       $  0.91     $  0.71
   ----------------------------------------------------------------------------------------------

2. Inventories at June 30, 2004 and December 31, 2003  were as follows:

                                            6/30/04           12/31/03
             ----------------------------------------------------------
             Finished goods            $     26,500     $       21,700
             Work in process                 10,600              8,600
             Raw materials                   18,400             17,700
             ----------------------------------------------------------
                                       $     55,500     $       48,000
             ==========================================================


                                                                          Page 9


              West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                (in thousands, except share and per share data)
                                  (continued)

3. Comprehensive income (loss) for the three and six months ended June
   30, 2004 and 2003 were as follows:

                                                Three Months Ended         Six Months Ended
                                               6/30/04      6/30/03        6/30/04    6/30/03
   -------------------------------------------------------------------------------------------
   Net income                                  $ 7,700     $  6,900       $ 14,700   $ 10,700
   Foreign currency translation adjustments     (3,400)      10,500         (6,600)    15,000
   Minimum pension liability translation
    adjustments, net of tax                          -         (300)          (100)      (200)
   Fair value adjustment on derivative
    financial instruments, net of tax                -          100             -         100
   -------------------------------------------------------------------------------------------
   Comprehensive income                        $ 4,300     $ 17,200        $ 8,000   $ 25,600
   ===========================================================================================

4.   Net sales to external customers and operating profit (loss) by
     reporting segment for the three and six months ended June 30, 2004 and
     2003 were as follows:

                                 Three Months Ended           Six Months Ended
     Net Sales:                  6/30/04     6/30/03         6/30/04     6/30/03
     ----------------------------------------------------------------------------
     Pharmaceutical Systems   $  136,200  $  125,200      $  266,600   $ 241,400
     Drug Delivery Systems         1,900       1,200           5,100       2,800
     ----------------------------------------------------------------------------
     Total                    $  138,100  $  126,400      $  271,700   $ 244,200
     ============================================================================

                                        Three Months Ended           Six Months Ended
     Operating Profit (Loss):          6/30/04      6/30/03        6/30/04      6/30/03
     -----------------------------------------------------------------------------------
     Pharmaceutical Systems           $ 24,400     $ 25,200       $ 45,000     $ 46,100
     Drug Delivery Systems              (4,200)      (3,700)        (7,000)      (7,200)
     Corporate costs                    (7,400)      (5,100)       (13,200)      (9,600)
     Domestic pension expense           (1,200)      (1,900)        (2,400)      (3,200)
     Costs associated with plant
      explosion                             -        (3,700)             -       (8,800)
     -----------------------------------------------------------------------------------
     Operating profit                   11,600       10,800         22,400       17,300
     Interest expense, net              (1,600)      (1,700)        (3,500)      (3,600)
      ----------------------------------------------------------------------------------
     Income before income taxes       $ 10,000     $  9,100       $ 18,900     $ 13,700
     ===================================================================================

     In June 2004, the Company issued a press release announcing its plans to
     explore strategic alternatives for its Drug Delivery Systems segment.

5.   Common stock issued at June 30, 2004 was 17,165,141 shares, of which
     1,919,480 shares were held in treasury.  Dividends of $.21 per common
     share were paid in the second quarter of 2004 and a dividend of $.21 per
     share payable August 4, 2004 to holders of record on July 21, 2004 was
     declared on June 29, 2004.



                                                                        Page 10


              West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                (in thousands, except share and per share data)
                                     (continued)

     Below are the calculations of earnings per share for the three and six
     months ended June 30, 2004 and 2003.   Options to purchase 2,059,416 and
     2,088,469 shares of common stock that were outstanding during the three
     and six months ended June 30, 2003, respectively, were not included in
     the computation of diluted earnings per share since the options' exercise
     prices were greater than the average market price of the common shares
     and, therefore, the effect would be antidilutive.  There were 245,500
     antidilutive options outstanding during both the three- and six-month
     periods ended June 30, 2004.

                                           Three Months Ended       Six Months Ended
                                            6/30/04    6/30/03     6/30/04     6/30/03
     ---------------------------------------------------------------------------------
     Net income                              $7,700     $6,900     $14,700     $10,700

     Average common shares outstanding       14,960     14,483      14,841      14,481
     Add: Dilutive stock options                392          -         362           -
     ---------------------------------------------------------------------------------
     Average shares assuming dilution        15,352     14,483      15,203      14,481
     ---------------------------------------------------------------------------------

     Basic net income per share               $0.51      $0.48       $0.99       $0.74
     Diluted net income per share             $0.50      $0.48       $0.96       $0.74
     ---------------------------------------------------------------------------------

6.   The Company has accrued the estimated cost of environmental
     compliance expenses related to soil or ground water contamination at
     current and former manufacturing facilities.  Based on consultants'
     estimates of the costs of remediation in accordance with applicable
     regulatory requirements, the Company believes the accrued liability of
     $2,300 at June 30, 2004 is sufficient to cover the future costs of these
     remedial actions, including the expected demolition and environmental
     cleanup at the former Kinston, North Carolina site.

7.   Goodwill by reportable segment as of June 30, 2004 and December 31,
     2003 was as follows:

                                                6/30/04     12/31/03
            --------------------------------------------------------
            Pharmaceutical Systems             $ 38,800     $ 39,500                                                 $
            Drug Delivery Systems                 2,000        2,000
            --------------------------------------------------------
                                               $ 40,800     $ 41,500                                                 $
            ========================================================


     The decrease in the goodwill balance from December 31, 2003 is solely due
     to foreign currency translation adjustments.

     The cost and respective accumulated amortization for the Company's
     patents, was $12,000 and $5,300, respectively, as of June 30, 2004, and
     $11,800 and $4,900, respectively, as of December 31, 2003.  The cost
     basis of patents includes the effects of foreign currency translation
     adjustments.  The Company recorded amortization expense of $200 and $400,
     respectively, for the three and six months ended June 30, 2004 and 2003.
     Amortization for the full year 2004 is estimated to be $800.  The estimated
     annual amortization expense for each of the next five years is approximately
     $800 per year.




                                                                         Page 11


               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                (in thousands, except share and per share data)
                                    (continued)


8.   There were no changes in the Company's restructuring reserve for the
     quarter ended June 30, 2004.  The Company expects to complete payments of
     $1,400 within the next twelve months.

9.   Other (income) expense for the three and six months ended June 30,
     2004 and 2003 was as follows:


                                                      Three Months Ended         Six Months Ended
                                                     6/30/04     6/30/03       6/30/04     6/30/03
     ----------------------------------------------------------------------------------------------
     Foreign currency transaction (gains) losses      $ (100)    $ (400)       $   300      $ (400)
     Loss on sales of equipment and other assets         400        400            800         700
     Other                                               100        100            100         200
     ----------------------------------------------------------------------------------------------
                                                      $  400     $  100        $ 1,200      $  500
     ==============================================================================================


10.  The components of net pension expense for domestic and international
     plans for the three and six months ended June 30, 2004 and 2003 were as
     follows:

                                                                               Other retirement
                                                        Pension benefits           benefits
        Three months                                    6/30/04  6/30/03      6/30/04  6/30/03
        ----------------------------------------------------------------------------------------
        Service cost                                     $1,300   $1,100         $200      $200
        Interest cost                                     2,800    2,800          100       100
        Expected return on assets                        (3,700)  (3,100)           -         -
        Amortization of prior service cost                  200      200            -         -
        Recognized actuarial losses                         800    1,100            -      (100)
        ----------------------------------------------------------------------------------------
        Pension expense                                 $1,400    $2,100         $300      $200
        ========================================================================================



                                                     Other retirement
                                  Pension benefits        benefits           Total
        Three months            6/30/04   6/30/03    6/30/04  6/30/03    6/30/04   6/30/03
        ----------------------------------------------------------------------------------
        Domestic plans            $ 900    $1,700       $300     $200     $1,200    $1,900
        International plans         500       400          -        -        500       400
        ----------------------------------------------------------------------------------
                                 $1,400    $2,100       $300     $200     $1,700    $2,300
        ==================================================================================








                                                                         Page 12



              West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                (in thousands, except share and per share data)
                                  (continued)

                                                                                Other retirement
                                                           Pension benefits          benefits
        Six months                                        6/30/04   6/30/03    6/30/04   6/30/03
        -----------------------------------------------------------------------------------------
        Service cost                                       $2,600   $2,100        $300      $300
        Interest cost                                       5,700    5,400         300       300
        Expected return on assets                          (7,300)  (6,100)          -         -
        Amortization of unrecognized transition costs           -     (100)          -         -
        Amortization of prior service cost                    400      400           -      (100)
        Recognized actuarial losses                         1,500    1,900           -      (100)
        -----------------------------------------------------------------------------------------
        Pension expense                                    $2,900   $3,600        $600      $400
        =========================================================================================


                                                       Other retirement
                                 Pension benefits         benefits               Total
        Six months              6/30/04    6/30/03    6/30/04   6/30/03     6/30/04   6/30/03
        -------------------------------------------------------------------------------------
        Domestic plans           $1,800     $2,800       $600      $400      $2,400    $3,200
        International plans       1,100        800          -         -       1,100       800
        -------------------------------------------------------------------------------------
                                 $2,900     $3,600       $600      $400      $3,500    $4,000
        =====================================================================================

11.  On May 17, 2004, the Company replaced its existing revolving credit
     facility.  The new agreement, involving a group of six banks,
     provides a $125.0 million committed revolving credit facility
     through January 5, 2009. Financing costs on the new agreement of
     $0.4 million were deferred and are being amortized over the life
     of the agreement.  Under the new agreement, the Company's
     Leverage Ratio (the ratio of total debt less cash to
     consolidated capitalization) may not exceed 50% and Consolidated
     Net Worth (shareholders equity, excluding cumulative translation
     adjustments) must be at least $198.9 million plus half of any
     net income after taxes earned after December 31, 2003.  As of
     June 30, 2004 the Company's Leverage Ratio was 28.4% and its
     Consolidated Net Worth stood at $255.2 million. Failure to meet
     these or other debt covenants would cause all borrowings under
     the revolving credit facility, as well as $100.0 million of
     senior notes, to become immediately due and payable and may
     trigger early payment penalties.

     Interest costs on notes drawn under the revolving credit
     facility are primarily based on London Interbank Offering Rates
     plus an applicable margin ranging from 0.70% to 1.20% dependent
     on the Company's Leverage Ratio. In addition, the Company must
     pay an annual facility fee ranging from 0.175% to 0.30% during
     the commitment period as determined by the Leverage Ratio. As of
     June 30, 2004, the Company had borrowed $53.2 million under the
     revolving credit facility.

12.  In the first quarter of 2004, the Company recorded a $600 gain,
     included in equity in net income of affiliated companies, for its share
     of the gain on the sale of property owned by a Mexican affiliate.  The
     facility was shut down during 2002 when the affiliate consolidated two of
     its rubber molding operations.



                                                                         Page 13


              West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                (in thousands, except share and per share data)
                                  (continued)

13.  The Company continues to incur additional production and business
     interruption costs connected to interim production procedures put in
     place following the Kinston accident. For the three- and six-month periods
     ending June 30, 2004, these additional costs of goods sold totaled $3,100
     and $6,400, respectively. For the three- and six-month periods ending June
     30, 2003, similar costs totaling $2,800 and $4,400, respectively, were
     incurred, however these costs were partially offset by a $2,600 insurance
     recovery recorded in the second quarter of 2003. As a result of the
     insurance recovery, the net impact of these costs was only $200 and
     $1,800 for the three- and six-month periods ending June 30, 2003.  A final
     insurance settlement was recorded in December 2003; no additional amounts
     are recoverable with regard to continuing business interruption losses
     incurred in 2004.  The Company has also incurred an additional $500 and
     $1,000 in Kinston related legal costs recorded in the selling, general
     and administrative expense line for the three- and six-month periods
     ending June 30, 2004, respectively.

     In addition, for the three- and six-month periods ended June 30, 2003, the
     Company recognized $3,700 and $8,800, respectively, of direct uninsured
     costs associated with the Kinston explosion.  These costs included insurance
     policy deductibles, legal and investigational costs, and environmental
     response costs.

     At December 31, 2003 the Company recorded a $41,000 receivable due from
     its insurance provider in connection with the settlement of its insurance
     claim for the Kinston accident.  The Company received the $41,000 in
     February 2004.

     The Company has been named a defendant in a lawsuit filed in connection
     with the explosion and related fire in which plaintiffs seek unspecified
     compensatory and punitive damages. Because this lawsuit is in its early
     stages, the Company is unable to estimate these plaintiffs' alleged
     damages. The Company believes that overall it has sufficient insurance to
     cover losses from expected litigation associated with the incident.

14.  In January 2003, the Financial Accounting Standards Board ("FASB") released
     Interpretation No. 46, "Consolidation of Variable Interest Entities, an
     Interpretation of Accounting Research Bulletin No. 51" (FIN 46).  FIN 46
     requires a company to consolidate a variable interest entity if the company
     has a variable interest that will absorb the majority of the entity's
     expected losses if they occur, receive a majority of the entity's expected
     residual returns if they occur, or both.  The new interpretation was effective
     immediately at the time of its release for variable interest entities created
     after January 31, 2003 and effective in the first interim or annual period
     beginning after December 15, 2003, for variable interest entities in
     which the company holds a variable interest that it acquired before
     February 1, 2003.  The Company adopted FIN 46 on January 1, 2004.  The
     adoption of FIN 46 did not have an impact on the Company's financial
     position or results of operations.



                                                                        Page 14

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003

Net Sales
- ---------
Consolidated net sales for the second quarter of 2004 were $138.1 million
compared to $126.4 million reported in the second quarter of 2003. Sales
increased 9% from the prior-year quarter with 3% of the increase due to the
impact of foreign currency translation.  Overall price increases accounted for
0.2% of the sales increase over the quarter ended June 30, 2003.

Second quarter 2004 sales for the Pharmaceutical Systems segment were $136.2
million, an $11.0 million or 9% increase from prior-year quarter reported
sales of $125.2 million.  Approximately 3% of the increase was the result of
foreign currency translation. Domestic sales increased 10% over the prior-year
quarter, driven by a range of factors including strong demand for serum
stoppers and other coated closures, revenue from tooling and design services,
and increased demand from a specific customer partially to support a product
the customer only recently began purchasing from the Company. Sales increases
were also recorded in the plastic device manufacturing group, due to increased
demand for consumer packaging components and customer safety-stock increases in
advance of the pending closure of the Company's facility in Lewes, England.
Following the strong results recorded in the first quarter of 2004,
international sales grew at a slower rate during the second quarter, as
customers sought to work down inventory levels. Second quarter 2004
international sales were 7% above second quarter 2003 levels, with 6% of
the increase due to the impact of foreign currency translation.

Revenues for the quarter ended June 30, 2004 for the Drug Delivery Systems
segment, which includes the clinical services business unit and the drug
delivery business unit, were $1.9 million in 2004, compared to $1.2 million
in the prior-year quarter.  The increase in revenue is primarily due
to improved demand in the clinical services business unit.

Net sales in the first half of 2004 were $271.7 million compared to
$244.2 million in the first six months of 2003. Sales increased 11% from
the prior year with 5% of the increase due to the impact of foreign currency
translation. Overall price increases accounted for 0.4% of the sales increase
over the first six months of 2003.  Pharmaceutical Systems segment sales
were 10% higher than the prior year with 5% of the increase resulting from
foreign currency translation. Drug Delivery Systems' revenues for the six-month
period increased $2.3 million due to higher revenues in the clinical services
business unit.

Operating Profit
- ----------------
Operating profit (loss) by operating segment, including corporate costs,
U.S. pension plan expense and other charges recorded in operating profit, for
the three- and six-month periods ended June 30, 2004 and 2003 were as follows:



                                                                         Page 15


Management's Discussion and Analysis of Financial Condition and Results of
Operations for the Three Months and Six Months ended June 30, 2004 versus
June 30, 2003, continued


                                       Three Months Ended     Six Months Ended
Operating Profit (Loss)                      June 30              June 30
 ($ in millions)                         2004      2003        2004       2003
- ------------------------------------------------------------------------------

Pharmaceutical Systems                 $ 24.4    $ 25.2      $ 45.0    $ 46.1
Drug Delivery Systems                    (4.2)     (3.7)       (7.0)     (7.2)
Corporate costs                          (7.4)     (5.1)      (13.2)     (9.6)
Domestic pension expense                 (1.2)     (1.9)       (2.4)     (3.2)
Costs associated with plant explosion      -       (3.7)          -      (8.8)
- ------------------------------------------------------------------------------
Consolidated Total                     $ 11.6    $ 10.8      $ 22.4    $ 17.3
==============================================================================


Pharmaceutical Systems segment operating profit for the second quarter of 2004
decreased by $0.8 million compared to the prior-year quarter. The majority of
this decrease was due to $3.1 million of additional production and business
interruption costs incurred in the 2004 quarter associated with interim
production plans enacted after the 2003 explosion at the Kinston plant. In the
second quarter of 2003, similar costs totaling $2.8 million were incurred,
however these costs were largely offset by recorded insurance recoveries of
$2.6 million. As a result of the final insurance settlement recorded at the
end of 2003, no additional amounts are recoverable with regard to continuing
business interruption losses. These factors caused the gross margin for the
Pharmaceutical Systems segment to decline to 31.1% in the second quarter of
2004 compared to 32.9% in the prior-year quarter. The decline in margins was
partially mitigated by a favorable product mix and production efficiencies in
European plant operations.  Selling, general and administrative expenses in the
Pharmaceutical Systems segment were approximately 13% of net sales in both the
second quarter of 2004 and 2003.


Pharmaceutical Systems segment operating profit for the first half of 2004
declined by $1.1 million as compared to the prior year, again mostly due to
Kinston-related costs. Additional production costs related to the Kinston
accident for the six-month period of 2004 totaled $6.4 million.  In the first
half of 2003, these costs totaled $4.4 million and were partially offset by
the $2.6 million insurance recovery noted above resulting in a net $1.8
million impact. As a result of these factors, the gross margin for the
Pharmaceutical Systems segment declined to 30.7% from 32.1% for the six-month
periods ending June 30, 2004 and 2003, respectively.  The decline in margins
was again partially mitigated by a favorable product mix and plant efficiency
gains in Europe.







                                                                         Page 16

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003

In the second quarter of 2003, the Company incurred $3.7 million of direct
uninsured costs associated with the Kinston plant explosion.  These costs
included insurance policy deductibles, legal and investigational costs, and
environmental response costs. These costs totaled $8.8 million for the six-month
period ended June 30, 2003 and were accounted for outside of the Pharmaceutical
Systems segment.

In the Drug Delivery Systems segment, operating losses for the quarter ended
June 30, 2004, increased by $0.5 million from the prior-year quarter, principally
due to spending on the nasal fentanyl, nasal leuprolide, and oral budesonide
clinical development programs. These cost increases more than offset a modest
improvement in operating profit generated by the clinical services unit. The
same factors that influenced the quarterly comparison affected the six-month
comparisons.

Corporate costs were $7.4 million in the second quarter of 2004 up from $5.1
million in 2003.  The increase in second quarter 2004 costs includes a $1.8
million expense related to a performance vesting restricted stock plan granted
during the quarter. The Company estimates the full year cost of this plan will
be approximately $3.6 million, however the ultimate amount of expense recorded
under the plan is subject to the attainment of performance conditions and the
market price of the stock at future measurement dates.  Other Corporate cost
increases resulted from Sarbanes-Oxley and FDA compliance efforts.  Corporate
costs for the three- and six-month periods ended June 30, 2004, include
$0.5 million and $1.0 million, respectively, of Kinston-related legal costs.
In 2003, Kinston-related legal costs were reported as part of the line entitled
"Costs associated with plant explosion".  On a year-to-date basis, Corporate costs
were $3.6 million higher than the prior-year period due to the performance
vesting restricted stock award, Kinston-related legal costs, increased
stock-based directors' compensation costs and Sarbanes Oxley and other
compliance costs, partially offset by lower incentive bonus and information
systems costs.

U.S. pension plan expenses were $1.2 million in the second quarter of 2004
compared to $1.9 million in the same period of 2003.  Year-to-date pension
expense was $2.4 million in 2004 compared to $3.2 million in 2003. The decrease
in pension expense is due to the 2003 recovery of the U.S. stock market which
resulted in unrealized gains that reduced current year expense.  The Company
expects full-year 2004 U.S. pension expense to be approximately $5.0 million.

Interest Expense, net
- ---------------------
Net interest costs were $1.6 million in the second quarter 2004 down from
$1.7 million in the prior-year quarter.  For the six months ended June 30,
2004, net interest costs were $3.5 million compared to $3.6 million in the
prior year.  The slight decrease in interest expense is a result of decreased
average debt levels in the current year, partially offset by reduced interest
income on customer advances.





                                                                         Page 17

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003, continued


Provision for Income Taxes
- --------------------------
The effective tax rate for the second quarter ended June 30, 2004 was 32.0%
compared to 31.2% in the prior-year quarter.  For the six-month period, the
effective tax rate was 32.4% in 2004 compared to 30.3% in 2003.  The increase
in the effective rate from the prior year is due to a change in the
geographic mix of earnings.

In a press release issued in the second quarter of 2004, the Company stated
that the effective tax rate would be negatively impacted by a change in Danish
tax law.  The use of previously unrecognized net operating loss carryforwards
has temporarily mitigated the impact of the law change.

Equity in Net Income of Affiliated Companies
- --------------------------------------------
Earnings in net income of affiliated companies were $0.9 million in the second
quarter of 2004 up from the $0.7 million in the second quarter of 2003.
Earnings for the six-month period were also up from the prior year with income
of $1.9 million in 2004 compared to $1.2 million in 2003.  Earnings from
Daikyo Seiko, Ltd., a Japanese company in which the Company has a 25%
ownership interest, benefited from increased customer purchases in advance of
a pending formulation change.  Results from the Company's 49% owned Mexican
affiliates were up from the same six-month period in 2003 as a result of the
Company's $0.6 million portion of the gain on the sale of property in 2004.

Net Income
- ----------
Net income for the second quarter of 2004 was $7.7 million, or $.50 per diluted
share, compared to $6.9 million, or $.48 per diluted share, in the second
quarter of 2003.  Net income for the second quarter of 2004 included $3.6 million
of pre-tax costs ($2.4 million, or $0.16 per diluted share, net of tax) related
to the explosion at the Kinston facility.  Net income for the second quarter of
2003 included $3.7 million of uninsured costs associated with the plant explosion
and an additional $0.2 million of related net business interruption losses,
totaling $3.9 million ($2.6 million, or $0.18 per diluted share, net of tax).
Average common shares outstanding assuming dilution were 15.4 million in the
second quarter of 2004 compared to 14.5 million in the second quarter of 2003.

Net income for the six-month period in 2004 was $14.7 million, or $0.96 per
diluted share, compared to $10.7 million, or $0.74 per diluted share, for the
same period in 2003.  2004 results include $7.4 million of pre-tax costs
($4.9 million, or $0.33 per diluted share, net of tax) related to the
Kinston explosion.  Six-month results as of June 30, 2003 included
$8.8 million of uninsured costs associated with the plant explosion and an
additional $1.8 million of related net business interruption losses, totaling
$10.6 million ($7.0 million, or $0.48 per diluted share, net of tax).  Average
common shares outstanding assuming dilution were 15.2 million for the first six
months of 2004 compared to 14.5 million for the same period in 2003.




                                                                         Page 18


Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003, continued


Average common shares outstanding assuming dilution increased significantly
during 2004 due to stock option exercises and the dilutive effect of outstanding
options resulting from the Company's rising stock price.

Liquidity and Capital Resources
- -------------------------------
Working capital at June 30, 2004 was $100.4 million compared with $97.8 million
at December 31, 2003. The working capital ratio at June 30, 2004 was 1.9
to 1. Days sales outstanding were 50.8 days, decreasing slightly from 51.3 in
2003. Cash flow from operations was $26.8 million for the first six months of
2004, an increase of $1.1 million from the prior year.  This slight increase is
a result of $4.0 million higher net income in the six-month period in 2004
compared to 2003, partially offset by increases in accounts receivable,
inventory and other current assets.

Capital spending for the six-month period ended June 30, 2004 was $28.8
million.  Expenditures included $10.9 million related to the construction of a
new compression molding facility in Kinston, $3.1 million for the expansion of
a metals and plastics production facility in Stolberg, Germany and $1.6
million for the expansion of Westar production at the Company's facility in
Jersey Shore, Pennsylvania.  The remaining expenditures were for new equipment
purchases and equipment upgrades.  Full-year 2004 capital spending is
projected to be approximately $60 million, which includes $14 million related
to the replacement of the Kinston facility.  The Company expects that the new
Kinston facility will be fully operational by the end of 2004.

The Company paid cash dividends totaling $6.2 million ($0.42 per share) during
the six-month period ended June 30, 2004 and received $8.9 million in proceeds
from employee stock option exercises and $1.3 million from employee stock
purchase plan contributions.

Debt as a percentage of total invested capital at June 30, 2004 was 36.7%
compared to 40.5% at December 31, 2003.  Total shareholders' equity was
$272.3 million at June 30, 2004 compared to $257.6 million at December 31, 2003.
The increase in equity was due to current year net income and employee
stock option exercises, partially offset by dividend payments and negative
foreign currency translation adjustments.

The Company relies on operating cash flow, short-term lines of credit, and a
long-term revolving credit facility for working capital needs and capital
expenditures.




                                                                         Page 19

Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003, continued


On May 17, 2004, the Company replaced its existing revolving credit facility.
The new agreement, involving a group of six banks, provides a $125.0 million
committed revolving credit facility through January 5, 2009. Financing costs
on the new agreement of $0.4 million were deferred and are being amortized
over the life of the agreement.  Under the new agreement, the Company's
Leverage Ratio (the ratio of total debt less cash to consolidated
capitalization) may not exceed 50% and Consolidated Net Worth (shareholders
equity, excluding cumulative translation adjustments) must be at least $198.9
million plus half of any net income after taxes earned after December 31,
2003.  As of June 30, 2004, the Company's Leverage Ratio was 28.4% and its
Consolidated Net Worth stood at $255.2 million. Failure to meet these or other
debt covenants would cause all borrowings under the revolving credit facility,
as well as $100.0 million of senior notes, to become immediately due and
payable and may trigger early payment penalties.

Interest costs on notes drawn under the revolving credit facility are primarily
based on London Interbank Offering Rates plus an applicable margin ranging from
0.70% to 1.20% dependent on the Company's Leverage Ratio. In addition, the Company
must pay an annual facility fee ranging from 0.175% to 0.30% during the commitment
period as determined by the Leverage Ratio. As of June 30, 2004, the Company had
borrowed $53.2 million under the revolving credit facility.

The Company believes that its financial condition, current capitalization and
expected income from operations will be sufficient to meet the Company's future
expected cash requirements.

The Company is subject to certain risks and uncertainties connected with the
explosion at the Company's Kinston, NC plant.  See the text under the caption
"Cautionary Statement Regarding Forward-Looking Information."

New Accounting Standards
- ------------------------
In January 2003, the FASB released Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51" (FIN 46).  FIN 46 requires a company to consolidate a variable interest
entity if the company has a variable interest that will absorb the majority of
the entity's expected losses if they occur, receive a majority of the entity's
expected residual returns if they occur, or both. The new interpretation was
effective immediately at the time of its release for variable interest
entities created after January 31, 2003 and effective in the first interim or
annual period beginning after December 15, 2003, for variable interest entities
in which the company holds a variable interest that it acquired before
February 1, 2003.  The Company adopted FIN 46 on January 1, 2004.  The adoption
of FIN 46 did not have an  impact on the Company's financial position or
results of operations.





                                                                         Page 20

Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003, continued

Market Risk
- -----------
The Company is exposed to various market risk factors such as fluctuating
interest rates and foreign currency rate fluctuations. These risk
factors can impact results of operations, cash flows and financial position.
These risks are managed periodically with the use of derivative financial
instruments such as interest rate swaps and forward exchange contracts. In
accordance with Company policy, derivative financial instruments are not used
for speculation or trading purposes.

During the second quarter of 2004, the Company entered into a forward exchange
arrangement to protect against variability in future cash flows regarding raw
material purchases by European subsidiaries denominated in U.S. dollars (USD).
This arrangement is divided into monthly contracts of $0.6 million each with
the last contract ending in December 2004.  The terms of the arrangement set
a base rate of 1.18 USD per Euro and a limit rate of 1.29 USD per Euro.  The
Company is protected against a strengthening USD by restricting the exchange
rate to the base rate.  The Company would participate in gains caused by a
weakening USD up to the limit rate.  If the limit rate is exceeded during the
next six months, the Company agrees to buy USD at the base rate each month
ending in December 2004.  There are no cash payments required and no income
statement effect of an exchange rate between the base and limit rates.
At June 30, 2004, the exchange rate was between these rates resulting in no
cash payments and no income statement effect.

The Company periodically uses forward contracts to hedge certain transactions
or to neutralize month-end balance sheet exposures on cross currency
intercompany loans. The Company has a number of forward contracts with fair
values totaling $0.1 million as of June 30, 2004 to purchase various
currencies in Europe and Asia.

Cautionary Statement Regarding Forward-Looking Information
- ----------------------------------------------------------
Certain statements contained in this Report or in other company documents and
certain statements that may be made by management of the Company orally may
contain forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. The words "estimate", "expect", "intent",
"believe" and similar expressions are intended to identify forward-looking
statements.  These forward-looking statements involve known and unknown risks
and uncertainties.  The Company's actual results may differ materially from those
expressed in any forward-looking statement and are dependent on a number of
factors including, but not limited to: sales demand; timing of customers'
projects; successful development of proprietary drug delivery technologies and
systems; regulatory, licensee and/or market acceptance of products based on those
technologies; competitive pressures; the strength or weakness of the U.S. dollar;
inflation; the cost of raw materials; the availability of credit facilities; and,
statutory  tax rates.  With respect to the explosion and fire at the Company's
Kinston, NC plant, the following risks and uncertainties should also be taken
into consideration: the timely replacement of production capacity; the adequacy
and timing of insurance recoveries for property losses and/or liability to third
parties and related costs; the ability of the Company to successfully shift
production and compounding capacity to other plant sites in a timely manner,
including the successful integration of experienced personnel to other production
sites; the extent of uninsured costs for, among other things, legal and investigation
services and incremental insurance; and regulatory approvals and customer
acceptance of goods from alternate sites.

The Company assumes no obligation to update forward-looking statements as
circumstances change. Investors are advised, however, to consult any further
disclosures the Company makes on related subjects in the Company's 10-K, 10-Q
and 8-K reports.


                                                                         Page 21


Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003, continued


Item 3.   Quantitative and Qualitative Disclosure about Market Risk
          ---------------------------------------------------------
The information called for by this item is included in the text under the
caption "Market Risk" in Item 2. "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and should be read in conjunction
with the Company's Annual Report on Form 10-K for the year ended December 31, 2003.


Item 4.  Controls and Procedures
         -----------------------
The Company has established disclosure controls and procedures (as defined under
SEC Rules 13a-15(e) and 15d-15(e)) that are designed to, among other things,
ensure that information required to be disclosed in the Company's periodic
reports is recorded, processed, summarized and reported on a timely basis and
that such information is made known to the Company's Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

The Company's management, with the participation of the Chief Executive Officer
and the Chief Financial Officer, has evaluated the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this quarterly report, and based on such evaluation, have concluded that
such disclosure controls and procedures are effective.

Additionally, the Company's management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
Company's internal control over financial reporting, and based on such
evaluation, has concluded that there has been no change to the Company's internal
control over financial reporting that occurred during the quarter ended
June 30, 2004 that has materially affected, or is reasonably likely to
materially affect, these internal controls.



                                                                         Page 22



Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months and Six Months ended June 30, 2004
versus June 30, 2003, continued


Part II - Other Information

Item 4. Submission of Matters to a Vote of Security Holders.
        ---------------------------------------------------
(a)     The Company held its annual meeting of shareholders on May 4, 2004.

(c)     Three matters were voted on at the annual meeting:  (1) the election
        of four directors in Class II; (2) the approval of the Company's 2004
        Stock-Based Compensation Plan; and (3) the ratification of the
        appointment of PricewaterhouseCoopers LLP as the Company's independent
        registered public accounting firm for 2004.  The results of the voting
        are as follows:

        Proposal #1 - Election of Directors
                                            For                Withheld
        George W. Ebright                 12,886,894            713,949
        L. Robert Johnson                 12,695,764            905,079
        John P. Neafsey                   12,704,552            896,291
        Geoffrey F. Worden                12,888,906            711,937

        Proposal #2 - Approval of the 2004 Stock-Based Compensation Plan

                          For                    Against             Abstained
                       10,232,802               1,893,546              33,565

        Proposal #3 - Ratification of Appointment of Independent Registered
        Public Accounting Firm

                          For                      Against            Abstained
                       13,261,470                  327,020              12,353

Item 6. Exhibits and Reports on Form 8-K

(a)     See Index to Exhibits on pages F-1 and F-2 of this Report.

(b)     On April 20, 2004, the Company filed a Current Report on Form 8-K.
        Under Item 12 of that Report, the Company furnished to the Commission
        the Press Release dated April 20, 2004.

        On May 28, 2004, the Company filed a Current Report on Form 8-K.  Under
        Item 5 of that Report, the Company furnished to the Commission the Press
        Release dated May 28, 2004.

        On June 30, 2004, the Company filed a Current Report on Form 8-K.  Under
        Item 9 of that Report, the Company furnished to the Commission the
        Press Release dated June 30, 2004.






                                                                         Page 23




                                   SIGNATURES






Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                WEST PHARMACEUTICAL SERVICES, INC.
                                --------------------------------------------
                                (Registrant)


August 4, 2004                  /s/ William J. Federici
- --------------                  --------------------------------------------
Date                            William J. Federici
                                Vice President and Chief Financial Officer









                               INDEX TO EXHIBITS

Exhibit
Number

(2)       None

(3) (a)   Amended and Restated Articles of Incorporation of the Company through
          January 4, 1999 incorporated by reference to Exhibit (3)(a) of the
          Company's Annual Report on Form 10-K for the year ended December 31,
          1998 (File No. 1-8036).

(3) (b)   Bylaws of the Company, as amended through March 6, 2004, incorporated
          by reference to Exhibit (3)(b) to the Company's Form 10-Q for the
          quarter ended March 31, 2004 (File No.1-8036).

(4) (a)   Form of  stock  certificate  for  common  stock  incorporated
          by reference to Exhibit (4) (a) of the  Company's  Annual  Report
          on Form 10-K for the year ended December 31, 1998 (File No. 1-8036).

(4) (b)   Article 5, 6, 8(c) and 9 of the Amended and Restated Articles of
          Incorporation of the Company, incorporated by reference to Exhibit
          (3)(a) of the Company's Annual Report on Form 10-K for the year
          ended December 31, 1998 (File No. 1-8036).

(4) (c)   Article I and V of the Bylaws of the Company, as amended through
          March 6, 2004, incorporated by reference to Exhibit (4)(c) of the
          Company's Form 10-Q for the quarter ended March 31, 2004 (File No.
          1-8036).

(10) (a)  Change-In-Control Agreement, dated as of April 28, 2004, between
          the Company and William J. Federici.

(10) (b)  Credit Agreement, dated as of May 17, 2004, incorporated by reference
          to Exhibit 99.1 of the Company's Current Report on Form 8-K dated
          May 28, 2004 (File No. 1-8036).

(10) (c)  Form of 2004 Management Incentive Plan (Pharmaceutical Systems
          Division-Americas Region, Corporate, Pharmaceutical Systems Division-
          Device Group, Drug Delivery Division, Pharmaceutical Systems Division-
          Europe/Asia, and Pharmaceutical Systems Division).

(11)      Non applicable.

(15)      None.

(18)      None.

(19)      None.

(22)      None.


                                     F - 1


                                INDEX TO EXHIBITS

Exhibit
Number


(23)      Non Applicable.

(24)      None.

(31) (a)  Section 302 Certification by Donald E. Morel, Jr., Ph.D.

(31) (b)  Section 302 Certification by William J. Federici.

(32) (a)  Certification by Donald E.  Morel, Jr., Ph.D., pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

(32) (b)  Certification by William J. Federici, pursuant to 18 U.S.C.
          Section 1350,  as adopted pursuant to Section 906 of the  Sarbanes-Oxley
          Act of 2002.












                                      F-2

EX-10

                                                                         Exhibit 10 (a)


                              CHANGE-IN-CONTROL AGREEMENT
- ------------------------------------------------------------------------------------


         THIS IS A CHANGE-IN-CONTROL AGREEMENT (the "Agreement"), dated as of April
28, 2004 (the  "Effective  Date"), between West Pharmaceutical, Services, Inc., a
Pennsylvania corporation, (the "Company") and William J. Federici ("Executive").

                                      Background
                                      -----------

         The Board of Directors of the Company and the Compensation Committee of the
Board have determined that it is in the best interests of the Company and its
shareholders for the Company to make the following arrangements with Executive.
These arrangements provide for compensation in the event Executive should leave the
employment of the Company under the circumstances described in this Agreement.

                                       Agreement
                                       ---------
         In  consideration of Executive's assuming the position of Vice President
and Chief Financial Officer, and the mutual covenants and agreements herein,
and intending to be legally bound, the Company and Executive agree as follows:

1.    Definitions.  As used in this Agreement, the following terms will have the
      meanings set forth below:

     (a) An "Affiliate" of any Person means any Person directly or indirectly
         controlling, controlled by or under common control with such Person.

     (b) "Change  in  Control" means a change in control of a nature that would be
         required to be reported in response to Item 1 of a Current Report
         on Form 8-K as in effect on the date of this Agreement pursuant to
         Section 13 or 15(d) of the  Securities Exchange Act of 1934, as
         amended, (the "Act"), provided, that, without limitation, a Change
         in Control shall be deemed to have occurred if:

        (i) Any Person, other than:

          (1) the Company,

          (2) any Person who on the date hereof is a director or officer of the
              Company, or

          (3) a trustee or fiduciary holding securities under an employee
              benefit plan of the Company,

              is or becomes the "beneficial owner," (as defined in Rule
              13-d3 under the Act), directly or indirectly, of securities of
              the Company representing more than 50% of the combined voting
              power of the Company's then outstanding securities; or

      (ii) During any period of two consecutive years during the term of this
           Agreement, individuals who at the beginning of such period constitute
           the Board of Directors of the Company cease for any reason to
           constitute at least a majority thereof, unless the election of each
           director who was not a director at the beginning of such period
           has been approved in advance by directors representing at least
           two-thirds of the directors then in office who were directors at the
           beginning of the period; or

     (iii) The shareholders of the Company approve:  (A) a plan of complete
           liquidation of the Company; or (B) an agreement for the sale or
           disposition of all or substantially all of the Company's assets;
           or (C) a merger, consolidation, or reorganization of the Company
           with or involving any other corporation, other than a merger,
           consolidation, or reorganization (collectively, a "Transaction"),
           that would result in the voting securities of the Company
           outstanding immediately prior thereto continuing to represent
           (either by remaining outstanding or by being converted into voting
           securities of the surviving entity), at least 50% of the combined
           voting power of the voting securities of the Company (or the
           surviving entity, or an entity which as a result of the Transaction
           owns the Company or all or substantially all of the Company's
           assets either directly or through one or more subsidiaries)
           outstanding immediately after the Transaction.

    (c) "Code" means the Internal Revenue Code of 1986, as amended.

    (d) The "Company's Business" means: (i) the manufacture and sale of stoppers,
        closures,  containers,  medical-device components and assemblies made
        from   elastomers,   metal  and  plastic  for  the   health-care  and
        consumer-products   industries;   (ii)  the   performance   of  human
        clinical  trial  studies  and  related  services  carried  on by  the
        Company's  Clinical  Services  Group and GFI Research  Center;  (iii)
        the  development  of  proprietary  drug-delivery   technologies  that
        provide   optimized   therapeutic   effects  for   challenging   drug
        molecules,   such   as   peptides   and   proteins,    carbohydrates,
        oligonucleotides,  as well as systems for vaccines,  gene therapy and
        diagnostic  applications;  and (iv) any other  business  conducted by
        the  Company  or any of its  Subsidiaries  or  Affiliates  during the
        term  of  this  Agreement  and  in  which  Executive  has  have  been
       actively involved.

    (e) "Constructive Termination" means the occurrence of any of the following
        events:

       (i) The Company requires Executive to assume any duties inconsistent with,
           or the Company makes a  significant  diminution or reduction in
           the  nature  or scope of  Executive's  authority  or  duties
           from,  those  assigned  to  or  held  by  Executive  on  the
           Effective Date;

      (ii) A material reduction in Executive's annual salary or incentive
           compensation opportunities;

     (iii) A relocation of Executive's site of employment to a location more than 50
           50 miles from  Executive's  site of employment on the Effective Date;

      (iv) The Company fails to provide Executive with substantially the same fringe
           benefits   that  were   provided  to  Executive  as  of  the Effective
           Date, or with a package of fringe  benefits that, although one or more
           of such benefits may vary from those in effect as of the Effective Date,
           is substantially at least as beneficial to Executive in all material
           respects as such fringe benefits taken as a whole; or

      (v)  A successor of the Company does not assume the Company's obligations
          under this Agreement, expressly or as a matter of law.

           Notwithstanding  the foregoing,  no Constructive  Termination will be
           deemed to have occurred under any of the following circumstances:

           (1) Executive will have consented in writing or given a written waiver
              to the occurrence of any of the events enumerated in clauses (i)
               through (v) above;

           (2) Executive will have failed to give the Company written notice
               stating Executive's intention to claim Constructive Termination
               and the basis for that claim at least 10 days in advance of the
               effective date of Executive's resignation; or

           (3) The event constituting a Constructive Termination has been cured
               by the Company prior to the effective date of Executive's resignation.

    (f) "Payment" means

      (i) any amount due or paid to Executive under this Agreement,

     (ii) any amount that is due or paid to Executive under any plan, program or
          arrangement of the Company and any of its Subsidiaries, and

    (iii) any amount or benefit that is due or payable to Executive under this
          Agreement or under any plan,  program or  arrangement of the
          Company and any of its  Subsidiaries  not otherwise  covered
          under  clause (i) or (ii) hereof  which must  reasonably  be
          taken into  account  under  section 280G of the Code and the
          Regulations  in  determining  the  amount of the  "parachute
          payments"   received  by   Executive,   including,   without
          limitation,  any  amounts  which must be taken into  account
          under  the  Code  and  Regulations  as a  result  of (1) the
          acceleration  of  the  vesting  of  any  option,  restricted
          stock or other  equity award  granted  under any equity plan
          of the Company or  otherwise,  (2) the  acceleration  of the
          time at which  any  payment  or  benefit  is  receivable  by
          Executive or (3) any  contingent  severance or other amounts
          that are payable to Executive.

   (g) "Person" means an individual, a corporation, a partnership, an
       association, a trust or other entity or organization.

   (h) "Regulations" means the proposed, temporary and final regulations
       under section 280G of Code or any successor provision thereto.

   (i) "Restrictive Period" means the period of time that commences on the
       Effective Date hereof and ends on the first anniversary  of the
       Termination Date.

   (j) "Retirement Plan" means the West Pharmaceutical Services, Inc. Employees'
       Retirement Plan and any successor plan thereto.

   (k) "Savings/Deferred Comp Plan" means The Company's Salaried Employees' Savings
       Plan,  The Company's  Non-Qualified  Deferred  Compensation  Plan for
       Designated   Executive   Officers   and  any   other   similar   plan
       established  from time to time that may allow  executive  officers to
       defer taxation of compensation.

   (l) "Subsidiary" has the meaning ascribed to the term by section 425(f)of the
        Code.

   (m) "Termination Date" is the date on which Executive ceases to be employed
        by  the Company or any of its Subsidiaries or Affiliates for any reason.

2.  Termination Following a Change in Control.

   (a) Executive will be entitled to the benefits specified in Section 3
       (Benefits Payable Upon Termination of Employment) if,

      (i) at any time within two years after a Change in Control has occurred,
          Executive's employment by the Company is terminated:

          (1)  by the Company, other than by reason of death, disability,
               continuous willful misconduct to the detriment of the Company,
               or retirement at Executive's normal retirement date under
               the Retirement Plan, or

          (2)  as a result of Executive's resignation at any time following
               Executive's Constructive Termination; or

     (ii) Executive resigns for any reason within 30 days following the first
          anniversary of a Change in Control.

          Except as otherwise  set forth in Section  2(b),  Executive  will not
          be  entitled  to the  benefits  specified  in  Section  3  hereof  if
          Executive's  employment  terminates  for any  other  reason or if, at
          any time  thereafter,  Executive  is in breach of any of  Executive's
          obligations under this Agreement.

   (b) If the Company executes an agreement, the consummation of which would
       result in the occurrence of a Change in Control, then, with respect
       to a termination

      (i) by the Company, other than by reason of death, disability, continuous
          willful misconduct to the detriment of the Company, or retirement
          at Executive's normal retirement date under the Retirement Plan, or

     (ii) as a result of Executive's resignation at any time following
          Executive's Constructive  Termination  occurring  after the date
          of such agreement  (and, if such agreement  expires or is terminated
          prior to consummation, prior to the expiration or termination
          of such agreement),

           a Change in Control  shall be deemed to have  occurred as of the date
           of the execution of such  agreement  and  Executive  will be entitled
           to the severance compensation specified in Section 3 hereof.

3. Benefits Payable Upon Termination of Employment.  Upon termination of
   employment as set forth in Section 2 (Termination Following a Change in
   Control), Executive will be entitled to the following benefits:

   (a)  Severance Compensation. Executive will be entitled to severance
        compensation in an amount equal to three times the sum of

       (i) Executive's highest annual base salary rate in effect during the
           year of the termination of Executive's employment, plus

      (ii) the aggregate amount of the annual bonuses paid or payable to
           Executive for the three fiscal years immediately preceding a Change
           in Control divided by the number of fiscal years as to which
           such bonuses were paid or payable;

           provided,  however,  that if at any time before the third anniversary
           of the  Termination  Date,  Executive  either (x)  elects  retirement
           under the  Retirement  Plan,  or (y) could  have  been  compelled  to
           retire under the Retirement  Plan if Executive had remained  employed
           by  the  Company,   Executive's  severance  compensation  under  this
           Section  3(a)  will be  reduced  by an  amount  equal to the  product
           obtained by  multiplying  such severance  compensation  by a fraction
           the  numerator  of  which  is the  number  of days  elapsed  from the
           Termination  Date  until  the  date on  which  either  of the  events
           described  in clauses (x) or (y) first  occurs,  and the  denominator
           of which is 1095.

           The  severance  compensation  paid  hereunder  will not be reduced to
           the extent of any other  compensation  for Executive's  services that
           Executive   receives  or  is  entitled  to  receive  from  any  other
           employment consistent with the terms of this Agreement.

   (b) Equivalent of Vested Savings/Deferred Comp Plan Benefit.  The Company will
        pay to Executive the difference, if any, between

      (i) the benefit Executive would be entitled to receive under the
          Savings/Deferred Comp Plan if the Company's contribution to the
          Savings/Deferred Comp Plan were fully vested upon the termination
          of Executive's employment, and

     (ii) the benefit Executive is entitled to receive under the terms of the
          Savings/Deferred Comp Plan upon termination of Executive's employment.

          Any such  benefit  will be payable at such time and in such manner as
          benefits are payable to  Executive  under the  Savings/Deferred  Comp
          Plan.

   (c) Unvested Equity Awards. All stock options, other equity-based awards and
       shares  of the  Company's  stock  granted  or  awarded  to  Executive
       pursuant   to  any   Company   compensation   or   benefit   plan  or
       arrangement,  but which are  unvested,  will  vest  immediately  upon
       termination  of  Executive's  employment.   The  provisions  of  this
       Section  3(c) will  supersede  the  terms of any such  grant or award
       made to Executive  under any such plan or  arrangement  to the extent
       there is an inconsistency between the two.

   (d) Employee  and  Executive  Benefits.  Executive  will be entitled to a
       continuation of all hospital,  major medical,  medical,  dental, life
       and  other  insurance  benefits  not  otherwise   addressed  in  this
       Agreement  in the same  manner  and  amount  to which  Executive  was
       entitled  on the  date  of a  Change  in  Control  or on the  date of
       Constructive   Termination  of  Executive's   employment   (whichever
       benefits are more favorable to Executive) until the earlier of

      (i) a period of 36 months after termination of Executive's employment,

     (ii) Executive's retirement under the Retirement Plan, or

    (iii) Executive's eligibility for similar benefits with a new employer.

          Assistance  in  finding  new  employment  will be made  available  to
          Executive by the Company if Executive so requests.  Upon  termination
          of  Executive's  employment,  Company  cars must be  returned  to the
          Company.

4. Additional Payments.

  (a)   Gross-Up Payment. Notwithstanding anything herein to the contrary, if it is
        determined  that any  Payment  would be  subject  to the  excise  tax
        imposed  by section  4999 of the Code or any  interest  or  penalties
        with respect to such excise tax (such excise tax,  together  with any
        interest or penalties  thereon,  is herein referred to as an "Excise
        Tax"),  then Executive shall be entitled to an additional  payment (a
        "Gross-Up  Payment")  in an amount that will place  Executive  in the
        same after-tax  economic  position that Executive  would have enjoyed
        if the Excise Tax had not applied to the Payment.

  (b)   Determination of Gross-Up Payment. Subject to the provisions of Section
        4(c),  all  determinations  required  under this Section 4, including
        whether a Gross-Up  Payment is  required,  the amount of the Payments
        constituting excess       parachute  payments,  and the amount of the
        Gross-Up  Payment,  shall be made by the accounting firm that was the
        Company's  independent  auditors  immediately  prior to the Change in
        Control (or, in default  thereof,  an accounting firm mutually agreed
        upon by the Company and Executive)  (the  "Accounting  Firm"),  which
        shall  provide  detailed  supporting  calculations  both to Executive
        and the Company  within  fifteen  days of the Change in Control,  the
        Termination   Date  or  any  other  date   reasonably   requested  by
        Executive  or  the  Company  on  which  a  determination  under  this
        Section  4 is  necessary  or  advisable.  The  Company  shall  pay to
        Executive the initial  Gross-Up  Payment within 5 days of the receipt
        by   Executive   and   the   Company   of   the   Accounting   Firm's
        determination.  If the  Accounting  Firm  determines  that no  Excise
        Tax is payable by Executive,  the Company shall cause the  Accounting
        Firm to provide  Executive with an opinion that the  Accounting  Firm
        has  substantial  authority  under  the Code and  Regulations  not to
        report an Excise Tax on Executive's  federal  income tax return.  Any
        determination   by  the   Accounting   Firm  shall  be  binding  upon
        Executive  and  the  Company.  If the  initial  Gross-Up  Payment  is
        insufficient   to  cover  the  amount  of  the  Excise  Tax  that  is
        ultimately  determined  to be owing by Executive  with respect to any
        Payment   (hereinafter  an   "Underpayment"),   the  Company,   after
        exhausting  its remedies  under  Section 4(c) below,  shall  promptly
        pay to Executive  an  additional  Gross-Up  Payment in respect of the
        Underpayment.

  (c)   Procedures. Executive shall notify the Company in writing of any claim by
        the Internal  Revenue Service that, if successful,  would require the
        payment by the Company of a Gross-Up  Payment.  Such notice  shall be
        given as soon as  practicable  after  Executive  knows of such  claim
        and shall  apprise  the  Company  of the  nature of the claim and the
        date on which the claim is  requested  to be paid.  Executive  agrees
        not to pay the claim until the  expiration of the  thirty-day  period
        following the date on which Executive  notifies the Company,  or such
        shorter  period  ending on the date the Taxes  with  respect  to such
        claim  are  due  (the  "Notice  Period").  If  the  Company  notifies
        Executive in writing  prior to the  expiration  of the Notice  Period
        that it desires  to contest  the  claim,  Executive  shall:  (i) give
        the  Company  any  information  reasonably  requested  by the Company
        relating to the claim;  (ii) take such action in connection  with the
        claim as the  Company  may  reasonably  request,  including,  without
        limitation,  accepting  legal  representation  with  respect  to such
        claim  by  an  attorney   reasonably  selected  by  the  Company  and
        reasonably   acceptable  to  Executive;   (iii)  cooperate  with  the
        Company in good faith in  contesting  the claim;  and (iv) permit the
        Company to  participate  in any  proceedings  relating  to the claim.
        Executive  shall  permit  the  Company  to  control  all  proceedings
        related  to the claim  and,  at its  option,  permit  the  Company to
        pursue  or forgo  any and all  administrative  appeals,  proceedings,
        hearings,  and  conferences  with the taxing  authority in respect of
        such claim.  If  requested by the Company,  Executive  agrees  either
        to pay the tax  claimed  and sue for a refund or contest the claim in
        any   permissible   manner  and  to  prosecute   such  contest  to  a
        determination  before  any  administrative  tribunal,  in a court  of
        initial  jurisdiction  and in one or  more  appellate  courts  as the
        Company  shall  determine;  provided,  however,  that, if the Company
        directs  Executive  to pay  such  claim  and  pursue  a  refund,  the
        Company  shall  advance the amount of such payment to Executive on an
        after-tax  and  interest-free  basis (the  "Advance").  The Company's
        control of the  contest  related to the claim shall be limited to the
        issues  related  to the  Gross-Up  Payment  and  Executive  shall  be
        entitled to settle or contest,  as the case may be, any other  issues
        raised by the Internal  Revenue  Service or other  taxing  authority.
        If the  Company  does not notify  Executive  in writing  prior to the
        end of the  Notice  Period of its desire to  contest  the claim,  the
        Company  shall pay to Executive  an  additional  Gross-Up  Payment in
        respect  of the excess  parachute  payments  that are the  subject of
        the claim,  and Executive  agrees to pay the amount of the Excise Tax
        that is the subject of the claim to the applicable  taxing  authority
        in accordance with applicable law.

  (d)   Repayments. If, after receipt by Executive of an Advance, Executive becomes
        entitled  to a  refund  with  respect  to the  claim  to  which  such
        Advance  relates,  Executive  shall pay the Company the amount of the
        refund  (together  with any interest  paid or credited  thereon after
        Taxes  applicable  thereto).  If,  after  receipt by  Executive of an
        Advance,  a  determination  is  made  that  Executive  shall  not  be
        entitled  to any refund  with  respect  to the claim and the  Company
        does not  promptly  notify  Executive  of its intent to  contest  the
        denial  of  refund,  then the  amount  of the  Advance  shall  not be
        required  to be repaid by  Executive  and the  amount  thereof  shall
        offset the amount of the  additional  Gross-Up  Payment then owing to
        Executive.

  (e)   Further Assurances. The Company shall indemnify  Executive and hold
        Executive   harmless,   on  an  after-tax  basis,   from  any  costs,
        expenses,   penalties,   fines,   interest   or   other   liabilities
        ("Losses")  incurred by  Executive  with  respect to the  exercise by
        the  Company of any of its rights  under this  Section 4,  including,
        without  limitation,  any Losses related to the Company's decision to
        contest a claim or any imputed  income to  Executive  resulting  from
        any  Advance or action  taken on  Executive's  behalf by the  Company
        hereunder.  The  Company  shall pay,  or cause the Trust to pay,  all
        legal  fees and  expenses  incurred  under  this  Section 4 and shall
        promptly  reimburse  Executive,  or  cause  the  Trust  to  reimburse
        Executive,  for the  reasonable  expenses  incurred by  Executive  in
        connection  with any  actions  taken by the Company or required to be
        taken by  Executive  hereunder.  The  Company  shall  also pay all of
        the fees and  expenses of the  Accounting  Firm,  including,  without
        limitation,  the fees and  expenses  related to the opinion  referred
        to in Section 4(b).

5. Payment of Severance Compensation.

  (a)   The severance compensation set forth in Section 3 (a) will be payable in 36
        equal monthly  installments  commencing on the first day of the month
        following  the  month in  which  Executive's  employment  terminates.
        However,  Executive  may elect in  writing,  in  accordance  with the
        provisions  of  this  Section,  to  receive   Executive's   severance
        compensation  in a lump  sum at a later  time or in  installments  in
        amounts and at times elected by Executive,  but Executive's  election
        will not entitle Executive to receive severance  compensation  sooner
        than permitted by the preceding sentence.

  (b)   Executive must elect to receive amounts in installments or to defer payments
        by filing a written  election with the Company,  which  specifies the
        time at  which  payments  are to be  made  and  the  amounts  of such
        payments.  Executive's  election to receive  installment  payments or
        to defer  payments  will not be valid  unless it is made prior to the
        time  Executive  is  entitled  to  receive  any  payments  under this
        Agreement.  The last such  election  in  effect  on the day  before a
        termination  of employment  will be  controlling.  No election may be
        made on or after termination of employment.

  (c)   The payment of deferred amounts must commence no earlier than the first
        business  day of the  calendar  year  following  the  termination  of
        Executive's  employment  and no later  than the third  calendar  year
        following  the   attainment  of  normal   retirement  age  under  the
        Retirement Plan.

6.  Non-Disclosure and Confidentiality.

  (a)   Executive agrees that Executive will keep secret and maintain in confidence
        all  confidential  information  of the  Company and will not use such
        information  other than for the  Company's  benefit or disclose  such
        information  to  anyone  outside  of the  Company,  either  during or
        after Executive's employment with the Company.

  (b)   Executive will promptly deliver to the Company on the termination  of
        Executive's  employment with the Company,  or at any time the Company
        requests,  all  memoranda,  notes,  records and other  documents (and
        all  copies   thereof)   relating  to  the   Company's   business  or
        confidential matters which Executive then has or controls.

  (c)   All inventions, improvements, new ideas and techniques which relate to the
        Company's   business  which  Executive  makes  or  conceives   during
        Executive's   employment  with  the  Company  or  within  six  months
        thereafter  will  be  the  Company's  property.   Without  additional
        compensation  to  Executive,   Executive  will  promptly  inform  the
        Company of such inventions,  improvements,  ideas and techniques, and
        will  assist the  Company in  preserving  them and will not  disclose
        them to anyone else without the Company's consent.

  (d)   Executive understands that, as used in this Section, the phrase
        "confidential  information of the Company"  includes all  information
        of a  technical,  commercial  or other nature of or about the Company
        (such as formulae,  trade  secrets,  customer lists and know-how) not
        made available to the general public.

7.  Legal Fees.  The Company will pay all legal fees and expenses which
    Executive may incur as a result of the Company's contesting the validity or
    enforceability of this Agreement.

8.  Payments  Final.  In the  event of a  termination  of  Executive's  employment
    under  the  circumstances  described  in  this  Agreement,   the  arrangements
    provided for by this Agreement,  and any other  agreement  between the Company
    and Executive in effect at that time and by any other  applicable  plan of the
    Company in which  Executive  then  participates,  will  constitute  the entire
    obligation of the Company to Executive,  and  performance  of that  obligation
    will  constitute  full  settlement of any claim that Executive might otherwise
    assert  against  the  Company on account of such  termination.  The  Company's
    obligation  to pay  Executive  under  this  Agreement  will  be  absolute  and
    unconditional  and  will  not  be  affected  by  any  circumstance,  including
    without  limitation,  any set-off,  counterclaim,  defense or other rights the
    Company may have  against  Executive  or anyone else as long as  Executive  is
    not in beach of Executive's obligations under this Agreement.

9.  Non-Competition.

   (a)   During the Restrictive Period, Executive will not, and will not permit any
         of  Executive's   Affiliates,   or  any  other  Person,  directly  or
         indirectly, to:

   (b)   engage in competition with, or acquire a direct or indirect interest or an
         option  to  acquire  such  an  interest  in  any  Person  engaged  in
         competition  with,  the  Company's  Business  in  the  United  States
         (other   than  an  interest  of  not  more  than  5  percent  of  the
         outstanding stock of any publicly traded company);

         (i)   serve as a director, officer, employee or consultant of, or furnish
               information  to, or  otherwise  facilitate  the  efforts of,
               any  Person  engaged  in  competition   with  the  Company's
               Business in the United States;

        (ii)   solicit, employ, interfere with or attempt to entice away from the Company
               any  employee  who has been  employed  by the  Company  or a
               Subsidiary  in  an  executive  or  supervisory  capacity  in
               connection  with  the  conduct  of  the  Company's  Business
               within  one  year  prior to such  solicitation,  employment,
               interference or enticement; or

       (iii)   approach, solicit or deal with in competition with the Company or any
               Subsidiary  any  Person  which  at any  time  during  the 12
               months immediately preceding the Termination Date:

               (1) was a customer,  client,  supplier, agent or distributor
                   of the Company or any Subsidiary;

               (2) was a customer, client, supplier, agent or distributor of
                   the Company or any Subsidiary with whom employees reporting
                   to or under the direct control of Executive had personal
                   contact on behalf of the Company or any Subsidiary; or

               (3) was a Person with whom Executive had regular, substantial
                   or a series of business dealings on behalf of the Company
                   or any Subsidiary (whether or not a customer, client,
                   supplier,  agent or  distributor  of the Company or
                   any Subsidiary).

   (c)  For the avoidance of doubt, Executive agrees that the phrase "Person engaged
        in competition  with the Company's  Business" as used in this Section
        includes,  without  limitation,  the companies  listed on Exhibit "A"
        to this Agreement, their Affiliates and subsidiaries.

10. Vesting  in the  Event of a Change  in  Control.  In the  event of a Change in
    Control,  all stock options,  equity-based  awards and shares of the Company's
    stock  granted or awarded to  Executive  pursuant to any Company  compensation
    or benefit  plan or  arrangement,  but which are  unvested at that time,  will
    vest  immediately  upon  such  Change  in  Control.  The  provisions  of  this
    Section  10 will  supersede  the  terms  of any such  grant  or award  made to
    Executive  under  any  such  plan or  arrangement  to the  extent  there is an
    inconsistency between the two.

11. Duration of Agreement.  This  Agreement  shall  commence on the Effective Date
    and  shall  continue  until  terminated  as  provided  in this  Section.  This
    Agreement may be terminated only under the following circumstances:

    (i) At any time by the mutual written consent of Executive and the Company; and

   (ii) By the Company at the end of each successive  two-year  periods
        commencing on the date of this Agreement by giving Executive  written
        notice at least  one year in  advance  of such  termination,
        except that such  termination  and  written  notice will not
        be  effective  unless  Executive  will  be  employed  by the
        Company on the Termination Date.

12.Miscellaneous.

  (a) In consideration for the benefit of having the protection afforded by this
      Agreement,   Executive  agrees  that  the  provisions  of  Section  6
      (Non-Disclosure and  Confidentiality) and Section 9 (Non-Competition)
      of this  Agreement  apply to Executive,  and Executive  will be bound
      by them,  whether  or not a Change in  Control  occurs  or  Executive
      actually receives the benefits specified in Section 3 hereof.

  (b) This Agreement will be binding upon and inure to the benefit of Executive,
      Executive's  personal  representatives  and heirs and the Company and
      any  successor of the Company,  but neither  this  Agreement  nor any
      rights arising hereunder may be assigned or pledged by Executive.

  (c) Executive acknowledges that a breach of the covenants contained in Section 6
      (Non-Disclosure     and     Confidentiality)     and     Section    9
      (Non-Competition)  will cause the Company  immediate and  irreparable
      harm  for  which  the  Company's  remedies  at  law  (such  as  money
      damages) will be  inadequate.  The Company  shall have the right,  in
      addition  to any other  rights it may have,  to obtain an  injunction
      to restrain any breach or  threatened  breach of such  Sections.  The
      Company  may  contact  any Person  with or for whom  Executive  works
      after  Executive's  employment  by the Company ends and may send that
      Person a copy of this Agreement.

  (d) Should any  provision of this Agreement be adjudged to any extent invalid by
      any competent  tribunal,  that provision  will be deemed  modified to
      the extent necessary to make it enforceable.

  (e) This Agreement  will be governed and construed in accordance with the laws of
      the Commonwealth of Pennsylvania.

  (f) This Agreement constitutes the entire agreement and understanding between
      the Company and Executive  with respect to the subject  matter hereof
      and merges  and  supersedes  all prior  discussions,  agreements  and
      understandings  between  the Company and  Executive  with  respect to
      such matters.

  (g) This Agreement may be executed in one or more counterparts,  which together
      shall constitute a single agreement.








         IN WITNESS  WHEREOF, the parties have duly executed this Agreement as
of the date first written above.


                                        WEST PHARMACEUTICAL SERVICES, INC.



- -------------------------              By:--------------------------------------
WILLIAM J. FEDERICI                       Donald E. Morel, Jr. Ph.D.
                                          President and Chief Executive Officer




                                                              Exhibit "A"

         List of Persons Engaged In Competition With the Company's Business
         -------------------------------------------------------------------

         3-M Drug Delivery Systems Division
         Aerogen
         Alkermes
         ALZA Corp.
         Andrx
         Antares (Medi-Ject)
         Aradigm
         Bentley Pharmaceutical
         Bestpak
         Biovail Corp.
         Elan Corp.
         Elite Pharmaceuticals
         Emisphere
         Ethypharm SA
         Ferro- Pfanstiehl
         Focus Inhalation
         Guilford Pharmaceutical
         Innovative Drug Delivery Systems
         In-Site Vision
         Lavipharm Corp.
         Nastech
         Nektar
         Penwest Pharmaceuticals
         Phasex Corporation
         RP Scherer
         Rx Kinetix
         Sheffield Pharmaceuticals
         Unigene

EX-10

                                                                   Exhibit 10(c)


                          Management Incentive Plan 2004

The Incentive Bonus Plan for 2004 is based on the following concepts:

*   As a participant in the Management Incentive Plan your contribution impacts
    overall corporate performance.  To reflect this, all participants will have
    Corporate Earnings Per Share as a performance factor.

*   Division and Region Performance will focus on the achievement of key
    business fundamentals:  Net Sales (Revenue), Operating Profit and prudent
    cash management as measured by Free Cash Flow from Operations.

Here's how the plan works:

TARGET BONUS

The target bonus opportunity is a specific percentage of a participant's base
salary (as of December 31 of the plan year) and represents the amount of bonus a
participant could receive if 100% of all performance factors were achieved.

INDIVIDUAL PERFORMANCE

For 2004, managers have the discretion to increase a participant's incentive
award up to 25% for superior performance, reduce the award as performance
warrants or if performance is unsatisfactory, eliminate the award.

PERFORMANCE-PAYOUT RELATIONSHIP

A performance payout matrix has been established to determine the relationship
between performance against an established plan target and the incentive award
earned.  The matrix sets a threshold of minimum performance at 85% for all
performance factors with a commensurate payout of 50%.  If less than 85% of
the plan targeted performance is achieved, there will be no incentive paid.
Achieving plan targets results in a 100% incentive earned for that performance
factor.  A maximum payout of 150% has been established for each performance
factor.  The maximum performance required to achieve 150% payout will vary
depending on the performance factor.  Most factors reach the maximum levels at
115% of plan; others will require 150% achievement of plan.

Performance factors are independent of one another for incentive calculation
purposes.  A participant's final incentive calculation will be based on the
sum of all factors for his/her particular plan (region, division, corporate,
etc.), adjusted for individual performance.


INCENTIVE POOL

For each incentive plan an incentive pool will be established.

The total of all incentive awards cannot exceed the total pool of incentive
funds for that particular incentive plan.


BONUS PAYOUTS

Beginning in 2004, a participant will have the option of participating in the
stock bonus program.  In other words, he/she may elect to receive his/her
entire post-tax award in cash or take any percentage between 25% and 100% of his/her
post-tax incentive award in shares of West Pharmaceutical Services common
stock.

These shares will be deposited with an investment firm where accounts are
maintained for our Stock Bonus Plan.  We encourage participants to retain
these shares and to take advantage of the incentive share opportunities of the
Stock Bonus Plan.

STOCK BONUS PLAN

Here are the highlights of the Stock Bonus Plan:

   *  At least 25% of a participant's after-tax annual bonus can be paid in
      shares of West Pharmaceutical Services common stock ("bonus shares").
      However, a participant may elect to have up to 100% of his/her bonus paid
      in shares.

   *  Participants may elect to commit bonus shares to long-term holding by
      depositing those shares into an authorized account.  Shares will be held
      in the participant's name.

   *  If a participant commits to long-term holding, a number of restricted
      shares ("incentive shares") equal to 25% of the committed bonus shares
      will be issued to the participant.

   *  The incentive shares will contain a legend stipulating that the restrictions
      lapse at the end of four years from the date of issuance, as long as
      the bonus shares are continuously held by the participant during that
      four-year period.

   *  If a participant retires under a West Pharmaceutical sanctioned Retirement
      Plan, the restrictions will lapse, as long as the bonus shares have been
      retained continuously.  Participants will be entitled to receive a portion
      of the Incentive Shares according to the following schedule:

      25% with at least one but less than two years continuous ownership of
      the bonus shares.

      50% with at least two but less than three years continuous ownership
      of the bonus shares.

      75% with at least three but less than four years continuous ownership
      of the bonus shares.

   *  Participants will receive dividends from bonus shares and restricted
      shares as they are declared.  These dividends will be reinvested in
      stock of West Pharmaceutical Services.

   *  Ownership records will be reviewed annually to verify continuous
      ownership.

ELIGIBILITY

Eligibility and the amount and type of awards under this plan are solely at the
discretion of management and are not guaranteed under any circumstances.
Participants must be active employees on December 31 of the plan year to be
eligible for bonus payment consideration.  Awards will be prorated based on
eligibility date.

PERFORMANCE FACTOR DEFINITIONS

Earnings Per Share (EPS): Determined by dividing the corporation's after tax
net income, adjusted for foreign exchange at budgeted rates and special items,
by the average number of shares of stock of outstanding.

Special Adjustments:  Those items that are material, unusual in nature and/or
occur infrequently.  Special adjustments are subject to Board Compensation
Committee review and acceptance.

Net Sales: The revenue generated by the sale of products or services less
returns and allowances.

Operating Profit: Net sales (as defined above) minus the cost of goods sold,
lab and engineering expense, selling, general, administrative and other
expense.

Division Cash Flow from Operations:  Operating profit plus depreciation
adjusted for increases or decreases in accounts receivable, inventory and
accounts payable minus capital expenditures.

Corporate Cash Flow: Cash flow from operations minus capital expenditures,
dividends and special adjustments.

Note:  For incentive plan purposes, Earnings Per Share, Net Sales, Operating
Profit and Cash Flow Factors from non-U.S. operations will be measured at
budgeted exchange rates.

Following are the 2004 performance factors each weighted as to its influence on
the overall bonus calculation.  The Management Incentive Bonus Plan's
performance factors vary per division within the Company.

CORPORATE PERFORMANCE FACTORS

  * Corporate financial performance:
    Corporate performance will be measured on the achievement of the Company's
    2004 Earnings Per Share and Cash Flow targets:
        - EPS: [65%]
        - Corporate Cash Flow: [35%]

PHARMACEUTICAL SYSTEMS DIVISION PERFORMANCE FACTORS

  * Division financial performance (75%)
    2004 key financial performance factors:
        - Net Sales [25%]
        - Operating Profit [50%]
        - Division Free Cash Flow [25%]

  * Corporate Financial Performance (25%): Corporate performance will be
    measured on the achievement of the Company's 2004 Earnings Per Share target.

PHARMACEUTICAL SYSTEMS DIVISON'S REGIONS (AMERICAS, EURASIA and DEVICE GROUP
REGIONS) PERFORMANCE FACTORS

  * Region performance (50%): A significant portion of a participant's bonus
    opportunity
     will hinge on his/her region's achievement of the operating profit and net
     sales (revenue) goal contained in the annual business plan.
        - Net Sales [25%]
        - Operating Profit [75%]

  * Division financial performance (25%):  Division performance will be
    measured on achievement of these financial goals in the division's annual
    business plan:
        - Net Sales [25%]
        - Operating Profit [50%]
        - Division Free Cash Flow [25%]

  * Corporate Financial Performance (25%): Corporate performance will be
    measured on the achievement of the Company's 2004 Earnings Per Share target.

DRUG DELIVERY DIVISION PERFORMANCE FACTORS

  * Division financial performance and strategic objectives (75%)
    2004 key financial performance factors:
        - Operating Profit [40%]

    2004 key strategic objectives:
        - Advance 3 products into Phase II Trials [30%]
        - Sign 3 licensing and/or development agreements [30%]

  * Corporate Financial Performance (25%): Corporate performance will be
    measured on the achie

EX-31

Exhibit 31 (a)

CERTIFICATION

I, Donald E. Morel, Jr., Ph.D., certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc. ;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Donald E. Morel, Jr., Ph.D.
Donald E. Morel, Jr., Ph.D.
Chairman of the Board,
President and Chief Executive Officer

August 4, 2004

EX-31

Exhibit 31 (b)

CERTIFICATION

I, William J. Federici, certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc. ;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ William J. Federici
William J. Federici.
Vice President and Chief Financial Officer

August 4, 2004

EX-32

Exhibit 32 (a)

         CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of West Pharmaceutical Services, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2004 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald E. Morel, Jr., Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

/s/ Donald E. Morel, Jr., Ph.D.
Donald E. Morel, Jr., Ph.D.
Chairman of the Board,
President and Chief Executive Officer

August 4, 2004

EX-32

Exhibit 32 (b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of West Pharmaceutical Services, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2004 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William, J. Federici, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

/s/ William J. Federici
William J. Federici.
Vice President and Chief Financial Officer

August 4, 2004