8-K

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                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549
                                                         --------------------
                                                               FORM 8-K

                                                            CURRENT REPORT
                                                              Pursuant to

                                                        Section 13 or 15(d) of

                                                  THE SECURITIES EXCHANGE ACT OF 1934


                                     Date of Report (Date of Earliest Event Reported): May 7, 2003
                                                         --------------------
                                                         U.S. Can Corporation
                                        (Exact name of registrant as specified in its charter)




              Delaware                                 1-13678                              06-1094196

    (State or other jurisdiction              (Commission File Number)                   (I.R.S. Employer
          of incorporation)                                                           Identification Number)



                                                       700 East Butterfield Rd.
                                                               Suite 250
                                                           Lombard, IL 60148

                                     (Address, of principal executive offices, including zip code)



                                                            (630) 678-8000

                                          (Registrant's Telephone number including area code)



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Item 7.           Financial Statements, Pro Forma Financial Information and Exhibits.
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(c)      Exhibits:
         --------

         99.1.    Press Release of the Company dated May 7, 2003.


Item 9.       Information Furnished Under Item 12 (Results of Operations and Financial
              -------------------------------------------------------------------------
              Condition).
              ----------

                  The information  contained in this Item 9 of this Current Report is being furnished  pursuant to "Item 12. Results of
Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216; 34-47583 (March 27, 2003).

                  The  information  in this  Current  Report is being  furnished  and shall not be deemed  "filed" for the  purposes of
Section 18 of the  Securities  Exchange  Act of 1934,  as  amended,  or  otherwise  subject to the  liabilities  of that  Section.  The
information in this Current Report shall not be incorporated by reference into any  registration  statement or other document  pursuant
to the Securities Act of 1933, as amended.

                  On May 7, 2003, U.S. Can Corporation  (the "Company")  released its results for the quarterly  period ended March 30,
2003.

                  A copy of the  Company's  press  release  issued on May 7, 2003 is  attached  to this  Current  Report on Form 8-K as
Exhibit 99.1.










                                                              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 hereunto duly authorized.


                                                     U.S. CAN CORPORATION

                                                     By_/s/ Sandra K. Vollman
                                                       ----------------------
                                                     Name:  Sandra K. Vollman
                                                     Title:   Senior Vice President and Chief
                                                              Financial Officer

Date: May 9, 2003.







                                                         -4-


                                                             EXHIBIT INDEX
                                                             -------------

         The following designated exhibit is filed herewith:


99.1              Press Release of the Company dated May 7, 2003.

EX-99

                                                                  News Release

FOR IMMEDIATE RELEASE:

CONTACT:        Sandra K. Vollman
                Chief Financial Officer
                U.S. Can Corporation
                (630) 678-8000



                                      U.S. CAN REPORTS FIRST QUARTER RESULTS

Lombard,  IL, May 7, 2003 - U.S.  Can reported net sales of $198.9  million for its first  quarter  ended March 30,
2003 compared to $186.0 million for the  corresponding  period of 2002, a 6.9% increase.  The increase is primarily
attributable to increased unit volume in the Company's U.S.  Aerosol and Plastics  segments and a positive  foreign
currency  impact on sales made in Europe.  These  increases  were partially  offset by lower  European  aerosol and
Paint & General line volume.

For the first  quarter,  U.S.  Can  reported  gross  income of $21.3  million or 10.7% to sales,  compared to $19.0
million  or 10.2% to sales in  2002.  Gross  profit  margin  was  positively  impacted  by  operating  efficiencies
realized  from  restructuring  programs,  partially  offset  by  international  production  inefficiencies  and the
overhead absorption impact of decreased European aerosol volume on the Company's gross margin rate.

The Company adopted Statement of Financial  Accounting  Standards (SFAS) No. 146,  "Accounting for Costs Associated
With Exit or  Disposal  Activities"  as of January 1, 2003 and  recorded  a special  charge of $1.0  million in the
first  quarter of 2003  related to the position  elimination  costs of changes in the  management  structure in the
U.S. and Europe.  SFAS No. 146 requires that a liability for a cost  associated  with an exit or disposal  activity
be  recognized  when the liability is incurred  rather than at the  commitment  date.  The adoption of SFAS No. 146
did not have a material effect on the timing of the special charge recorded in the first quarter of 2003.

Selling,  general  and  administrative  expenses  were $9.7  million or 4.9% of sales in the first  quarter of 2003
compared to $9.3 million or 5.0% of sales in the first quarter of 2002.
Interest  expense was $0.4 million  higher for the first  quarter of 2003 than it was in the first  quarter of 2002
due to higher average borrowings.

The net loss before  preferred  stock  dividends  was $4.0 million for the first  quarter of 2003 compared to a net
loss of $20.7 million for the first quarter of 2002.  First quarter 2002 included the Company's  non-cash  goodwill
impairment charge recorded in the fourth quarter of 2002 retroactive to the first quarter of 2002.

Earnings before  interest,  taxes,  depreciation  and  amortization  as calculated  under our Senior Secured Credit
Facility  ("Credit  Facility  EBITDA") was $20.0  million for the first  quarter of 2003,  an  improvement  of $2.0
million  versus the first  quarter of 2002.  As of March 30, 2003,  U.S. Can was in  compliance  with all financial
and  non-financial  covenants  under its Senior Secured Credit  Facility  agreement.  The most directly  comparable
GAAP financial  measure to Credit Facility EBITDA is operating  income.  Below is a quantitative  reconciliation of
operating income to Credit Facility EBITDA.
                                                                1st Quarter
                                                       -------------------------------
                                                       ------------- --- -------------
                                                           2003              2002
                                                       -------------     -------------
                                                               (in millions)
Operating Income                                        $      10.6       $       9.6
Plus:  Depreciation and Amortization                            8.1               7.8
Plus:  Special Charges                                          1.0              --
Plus:  Other Add-backs as Specified in
       Lending Agreement                                        0.3               0.6
                                                       -------------     -------------
                                                       -------------     -------------
Credit Facility EBITDA                                  $      20.0       $      18.0
                                                       =============     =============

At March 30, 2003,  $69.9 million had been borrowed under the $110.0  million  revolving loan portion of the Senior
Secured  Credit  Facility.  Letters  of Credit  of $11.9  million  were also  outstanding  securing  the  Company's
obligations  under  various  insurance  programs  and other  contractual  agreements.  The  Company is in the early
stages of renegotiating certain credit facilities of May Verpackungen.





U.S. Can  Corporation is a leading  manufacturer  of steel  containers for personal  care,  household,  automotive,
paint and industrial  products in the United States and Europe, as well as plastic  containers in the United States
and food cans in Europe.

Certain  statements  in this  release  constitute  "forward-looking  statements"  within the meaning of the Federal
securities laws. Such statements  involve known and unknown risks and  uncertainties  which may cause the Company's
actual  results,  performance  or  achievements  to be materially  different  than future  results,  performance or
achievements  expressed  or implied in this  release.  By way of example and not  limitation  and in no  particular
order, known risks and uncertainties  include our substantial debt and ability to generate  sufficient cash flow to
service  this  debt;  the  timing  and  cost of  plant  closures;  the  level of cost  reduction  achieved  through
restructuring;  the success of new  technology;  the timing of, and  synergies  achieved  through,  integration  of
acquisitions;  changes in market  conditions or product  demand;  loss of important  customers or volume;  downward
product  price  movements;  changes in raw material  costs and currency  fluctuations.  In light of these and other
risks and uncertainties,  the inclusion of a forward-looking  statement in this release should not be regarded as a
representation by the Company that any future results, performance or achievements will be attained.

                                                       # # #
                                              http://www.uscanco.com






                                                   U.S. CAN CORPORATION
                                                  STATEMENT OF OPERATIONS
                                                        (Unaudited)
                                                  (Dollars in Thousands)

                                                                                      For the Three Months Ended
                                                                           -------------------------------------------------
                                                                                 March 30, 2003          March 31, 2002
                                                                           -------------------------------------------------

Net Sales                                                                   $                198,890  $         186,038

Cost of Goods Sold
                                                                           177,546                               167,070
                                                                           -------------------------------------------------

Gross Income
                                                                           21,344                                  18,968

Selling, General and Administrative Expenses
                                                                           9,676                                     9,331

Special Charges
                                                                           1,030                     -
                                                                           -------------------------------------------------

Operating Income
                                                                           10,638                                    9,637

Interest Expense
                                                                           14,102                                  13,743
                                                                           -------------------------------------------------

Income From Operations Before Income Taxes
                                                                           (3,464)                                  (4,106)

Income Taxes
                                                                           573                                      (1,724)
                                                                           -------------------------------------------------

Net Income Before Cumulative Effect of Accounting Change
                                                                           (4,037)                                  (2,382)

Cumulative Effect of Accounting Change, net of tax
                                                                           -                                      (18,302)
                                                                           -------------------------------------------------

Net Income Before Preferred Stock Dividends
                                                                           (4,037)                                (20,684)

Preferred Stock Dividends
                                                                           (3,246)                                  (2,974)
                                                                           -------------------------------------------------

     Net Income                                                             $
                                                                           (7,283)                    $          (23,658)
                                                                           =================================================








                                             U.S. CAN CORPORATION
                                                 BALANCE SHEET
                                  AS OF MARCH 30, 2003 AND DECEMBER 31, 2002
                                            (Dollars in Thousands)


                                                                        March 30,             December 31,
                                                                           2003                   2002
                                                                  ----------------------------------------------
ASSETS                                                                 (Unaudited)

Current Assets                                                     $        233,989       $        229,607

Property, Plant and Equipment                                                 238,192                241,674

Noncurrent Assets                                                             107,456                107,545
                                                                  ----------------------------------------------

Total Assets                                                       $        579,637       $        578,826
                                                                  ==============================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                                                $        206,319       $        185,084

Long-Term Debt                                                                504,292                523,529

Long-Term Liabilities                                                           80,447                 80,926

Preferred Stock                                                               136,380                133,133

Stockholders' Equity                                                        (347,801)              (343,846)
                                                                  ----------------------------------------------

Total Liabilities and Stockholders' Equity                         $        579,637       $        578,826
                                                                  ==============================================