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): April 22, 2004
                                                                                     --------------
                                                         --------------------
                                                         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)











Item 5.       Other Events.
              ------------

         On April 22, 2004, U.S. Can Corporation (the "Company") announced that George V. Bayly had been named Chief Executive
Officer of U.S. Can Corporation and that John Workman will step down from his position as Chief Executive Officer.  Mr. Bayly will
oversee the daily operations of U.S. Can effective April 22nd.

         A copy of the Company's press release issued on April 22, 2004 is attached to this Current Report on Form 8-K as Exhibit
99.1.

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

99.1.    Press Release of the Company dated April 22, 2004



                                                              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: Sr. Vice President and
                                                                  Chief Financial Officer

Date: April 23, 2004.







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

         The following designated exhibit is filed herewith:


99.1              Press Release of the Company dated April 22, 2004.

EX-99

FOR IMMEDIATE RELEASE

         Contact:                           Carl Ferenbach                      George Bayly
                                            Co-Chairman                         Chief Executive Officer
                                            U.S. Can Corporation                and Co-Chairman
                                            617-227-0050                        U.S. Can Corporation
                                                                                630-678-8039


                                       U.S. CAN ANNOUNCES MANAGEMENT CHANGES

         LOMBARD, ILLINOIS, April 22, 2004 - U.S. Can announced today that George V. Bayly has been named Chief
Executive Officer of U.S. Can Corporation.  John Workman will step down from his position as Chief Executive
Officer after successfully fulfilling the Company's management needs for the past 18 months.

         Mr. Bayly has spent the past year working closely with the U.S. Can management team as Co-Chairman of
the Company helping to drive key initiatives for the Company. From 1991 to 2002 he served as Chairman, President
and Chief Executive Officer for Ivex Packaging Corporation, Lincolnshire, IL. During that time, Mr. Bayly grew
the Company's revenue from $200 million to $1.1 billion.  Previously, Mr. Bayly was CEO of Olympic Packaging,
Inc., a $20 million packaging company, which he joined in 1986.  Over the next four years, the Company's revenue
and EBITDA tripled.   Mr. Bayly will oversee the daily operations of U.S. Can effective April 22nd.

         Board of Directors' Co-Chairman, Carl Ferenbach, noted that George Bayly is a highly experienced
executive and his willingness to serve as CEO is important for the Company's success.

         "George Bayly is a recognized and respected business leader with extensive experience in the packaging
industry," said Ferenbach.  "Under his leadership, Ivex Packaging Corporation became a very successful and
enormously profitable company.  George is very familiar with the opportunities at U.S. Can, and as CEO, will help
us position the Company for the future."

         In response to John Workman's resignation, Ferenbach noted, "John Workman filled a management gap at a
most critical time for the Company.  He along with the management team effectively stabilized the business during
this time, helped improve results, and strategically positioned the Company to move to the next level; we thank
John for his good work and wish him success in his new endeavors."

         U.S. Can is a leading manufacturer of steel containers for personal care, household, automotive, paint,
industrial and specialty products in the United States and 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.