8-K

                                                             UNITED STATES
                                                  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): June 26, 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)









                                                                  -2-
Item 7.           Financial Statements, Pro Forma Financial Information and Exhibits.
                  ------------------------------------------------------------------

(c)      Exhibits:
         --------

99.1.    Press Release of the Company dated June 26, 2003.

Item 9.           Regulation FD Disclosure.
                  -------------------------


                  On June 26, 2003, U.S. Can  Corporation  announced that its wholly owned  subsidiary,  United States Can Company (the
"Company"),  is considering an offering of up to $125 million of new second  priority  senior secured notes.  The offering would fund a
partial  paydown of  outstanding  borrowings  under the  Company's  senior  secured bank facility and increase  availability  under the
revolving  portion of the facility for working  capital and general  corporate  purposes.  The offering of the second  priority  senior
secured notes would be subject to market and other customary  conditions,  including  obtaining  consent from the Company's lenders for
certain amendments to its senior secured credit facility to permit the offering and adjust certain financial covenants.

                  The second  priority  senior  secured  notes would be offered in the United  States only to  qualified  institutional
buyers  pursuant to Rule 144A under the  Securities  Act of 1933, as amended,  and outside the United  States  pursuant to Regulation S
under the  Securities  Act. The second  priority  senior  secured notes would not be registered  under the  Securities Act or any state
securities laws and therefore may not be offered or sold in the United States absent  registration or an applicable  exemption from the
registration requirements of the Securities Act and any applicable state securities laws.

                  A copy of the press release issued by U.S. Can  Corporation 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: June 26, 2003.






                                                                  -3-
                                                             EXHIBIT INDEX
                                                             -------------

         The following designated exhibit is filed herewith:


99.1              Press Release of the Company dated June 26, 2003.

EX-99

Exhibit 99.1
                                                                                                       News Release

FOR IMMEDIATE RELEASE:

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



                                         U.S. CAN CONSIDERING OFFERING OF
                                       SECOND PRIORITY SENIOR SECURED NOTES

Lombard, IL, June 26, 2003 - U.S. Can Corporation  announced today that its wholly owned subsidiary,  United States
Can Company  (the  "Company"),  is  considering  an offering of up to $125  million of new second  priority  senior
secured notes.  The offering  would fund a partial  paydown of outstanding  borrowings  under the Company's  senior
secured bank facility and increase  availability  under the revolving  portion of the facility for working  capital
and general  corporate  purposes.  The second  priority  senior secured notes to be offered would be secured,  on a
second priority basis, by all of the collateral that currently secures the Company's senior secured bank facility.

The  offering  of the  second  priority  senior  secured  notes  would be  subject  to market  and other  customary
conditions,  including  obtaining consent from the Company's  lenders for certain  amendments to its senior secured
credit facility to permit the offering and adjust certain  financial  covenants.  These amendments also may permit,
from time to time and  subject to certain  conditions,  the  repurchase  of a portion  of our  outstanding  12 3/8%
senior  subordinated  notes in open market or privately  negotiated  purchases.  In addition,  these amendments may
provide for  alternative  terms,  including with respect to financial  covenants and interest  rates,  in the event
that the Company does not complete the offering or a similar transaction.

The second  priority  senior  secured notes would be offered in the United  States only to qualified  institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the  "Securities  Act"), and outside the
United States  pursuant to Regulation S under the Securities  Act. The second  priority  senior secured notes would
not be registered  under the Securities Act or any state  securities  laws and therefore may not be offered or sold
in the United States absent  registration  or an applicable  exemption from the  registration  requirements  of the
Securities  Act and any applicable  state  securities  laws.  This  announcement  is neither an offer to sell nor a
solicitation of an offer to buy the second priority senior secured notes.

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