SecProbe.io

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Mail Stop 0510

June 22, 2005

Via U.S. mail and facsimile

Philip R. Mengel, Chief Executive Officer
U.S. Can Corporation
700 East Butterfield Road, Suite 250
Lombard, IL  60148

	RE:	Form 10-K for the fiscal year ended December 31, 2004
		Form 10-Q for the period ended April 3, 2005
			File No. 333-53276

Dear Mr. Mengel:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Cover
2. The cover page of your Form 10-K for the year ended December
31,
2004 shows Commission File No. 333-53276, while your Form 10-Q for
the period ended April 3, 2005 shows 0-21314.  Please check your
file
number and use the same one on your Form 10-K and 10-Q filings.

Item 1. Business

Business Segments
3. Your disclosure regarding raw materials indicates that you have
domestic and international multi-year supply agreements with your
customers.  Please expand your disclosure for each business
segment
to discuss whether you enter into contracts with your customers.
If
so, please describe the types of contracts you enter into and the
general terms of these contracts.  Additionally, you disclosed
that
generally you have been able to pass on to your customers tin-
plate
price increases and, in some cases, other raw material costs.
Please
disclose the types of costs you are unable to pass on to your
customers.  If the costs you are unable to pass along to your
customers are significant, please include a discussion regarding
them
in your MD&A and their related affects on your results of
operations.

Raw Materials
4. Your disclosure states that tin-plate represents your largest
raw
material cost.  Please expand your disclosure to discuss any
purchase
agreements you have entered into regarding tin-plate.  If
material,
please also include this amount in your table of contractual
obligations and note 8 to the financial statements.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Year Ended December 31, 2004 Compared To Year Ended December 31,
2003
5. Please expand your comparative disclosure to discuss the
effects
the idling of certain product lines associated with your German
food
can business had on your net sales and gross profits.  If
material,
please include this discussion in note 14 to the financial
statements.

Liquidity and Capital Resources
6. Your disclosure indicates that you are required to prepay a
portion of the Term B loan upon the occurrence of certain
specified
events.  Please expand your disclosure to include the types of
events
that would require you to prepay a portion of the Term B loan.
7. Please expand your disclosure to discuss material changes in
the
balance sheet, including, but not limited to the following:
* other current assets,
* other non-current assets, and
* accrued expenses.
8. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.
9. Your disclosure regarding liquidity and capital resources
states
that you are contractually committed to spending 39% of the costs
to
complete projects included in construction in progress.  Please
revise your table of contractual obligations to include these
amounts
and any other purchase commitments you may have.

Report of Independent Registered Public Accounting Firm
10. The audit opinion included in your Form 10-K for the year
ended
December 31, 2004 does not include an explanatory paragraph for
the
change in accounting principle relating to your inventory.  Please
obtain an audit opinion from your auditor that includes this
explanatory paragraph.  In doing so, please file an amended Form
10-
K.  Refer to AU Section 420.06.

Financial Statements

Statement of Cash Flows
11. Please present cash flows related to the changes in other
assets
separately from those related to the change in other liabilities,
rather than combining them in the other, net line item of your
cash
provided by operating activities section.  See SFAS 95.
12. It appears as though you have included capital expenditures
relating to restructuring in investing activities.  Please tell us
how you determined these costs should be included as investing
activities.

Notes to Financial Statements

(2) Summary of Significant Accounting Policies

(c) Inventories
13. Your disclosure indicates that you changed your accounting
principle from using LIFO to using FIFO to record inventory costs.
You further disclose that this change was made to provide a better
matching of revenue and expenses.  Please tell us how you
considered
the following items in concluding the change was justified:
* your largest component cost of your products is steel, which you
disclosed suppliers have already announced price increases for
2005
to be as much as 26% higher than in 2004,
* your MD&A discusses that the decrease in Aerosol gross profit
was
due to increased raw material costs associated with steel
surcharges,
* your MD&A discloses that you were not able to recover all of the
costs increases for 2004 from your customers, and
* your liquidity indicates that the decrease in cash was primarily
due to increased use of working capital in 2004, driven by
accelerated inventory purchases in advance of 2005 price
increases.
14. Please provide us with the analysis you performed for each of
the
two years ended December 31, 2003 in concluding the accounting
change
from LIFO to FIFO was not material enough to require retroactive
restatement under paragraph 27 of APB 20.  Please provide a
similar
analysis for each quarter during the two years ended December 31,
2003 and the first two quarters of 2004.

(h) Revenue
15. Your disclosure regarding raw materials in Item 1 states that
your ability to pass on cost increases can be limited by the terms
of
your contracts.  Please also expand your disclosure to discuss
your
policy and accounting treatment for contracts in which a loss
exists,
including how these are identified and when these losses are
recorded.  If material, please include in your disclosure the
amount
recorded for contracts that incurred losses in the periods
presented.
Please also disclose the nature of the losses.

(o) Consolidation
16. You disclosed that because the Argentinean peso denominated
portion of the investment in Formametal would not be settled in
the
foreseeable future, you reduced the investment balance and
recorded
to accumulated other comprehensive loss a charge of $15.4 million.
Please tell us the accounting literature you used to determine
that
this amount should be recorded to other comprehensive income
rather
than an expense in your statements of operations.  In addition,
you
disclosed that you have a $7.5 million receivable with Formametal.
Please expand your disclosure to indicate if any amounts have been
reserved against this balance.

(8) Commitments and Contingencies

Leases
17. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases. Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included in your
minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum lease payments and the minimum
lease payments are recognized on a straight-line basis over the
minimum lease term, the note should so state.  If our assumption
is
incorrect, please tell us how your accounting complies with SFAS
13
and FTB 88-1.

Item 15. Exhibits and Financial Statement Schedules

Exhibits
18. Please amend your Form 10-K for the year ended December 31,
2004
and your subsequent Forms 10-Q to include under Exhibit 32 the
Section 1350 certifications for each of your principal executive
and
principal financial officers.  Refer to Item 601 of Regulation S-
K.
In doing so, please ensure that you refile each filing in its
entirety with recently dated certifications as well.
19. Please file as an exhibit to your Form 10-K the agreement
relating to your Term B term loan entered into during 2004.

Form 10-Q for the period ended April 3, 2005

Comments applicable to your overall filing
20. Please address the comments above in your interim Forms 10-Q
as
well.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, to the undersigned at (202) 551-3769.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Philip R. Mengel
U.S. Can Corporation
June 22, 2005
Page 1 of 7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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