SecProbe.io

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                           [ROPES & GRAY LETTERHEAD]

July 15, 2005                                        Marko S. Zatylny
                                                     (617) 951-7980
                                                     Marko.Zatylny@ropesgray.com

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
One Station Place, N.E.
Washington, D.C.  20549-0510

Attention:    Meagan Caldwell - Accounting
              Rufus Decker - Accounting

              Re:   SEC Comment Letter dated June 22, 2005
                    U.S. Can Corporation
                    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

Ladies and Gentlemen:

Set forth below is the response of US Can Corporation (the "Company") to the
comments of the Staff of the Securities and Exchange Commission (the
"Commission") contained in its letter dated June 22, 2005 that pertain to the
Company's December 31, 2004 Form 10-K and April 3, 2005 10-Q. The Company's Form
10-K was filed with the Commission on March 23, 2005, and the Company's Form
10-Q was filed with the Commission on May 18, 2005.

For reference purposes, the Staff's comments as reflected in the Staff's letter
dated June 22, 2005 are reproduced in bold in numerical sequence in this letter,
and the corresponding responses of the Company are shown below each comment.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

COMMENT APPLICABLE TO OUR 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

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          REQUEST AN AMENDMENT, ALL OTHER REVISIONS MAY BE INCLUDED IN YOUR
          FUTURE FILINGS.

RESPONSE TO COMMENT 1

Where requested, the Company has provided its proposed additional disclosures
and revisions in its response to the Staff's comment. Such additional
disclosures and revisions will be provided in future filings. Based on our
responses to questions 10, 18 and 19, we do not believe any amendments to our
filings are required.

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.

RESPONSE TO COMMENT 2

In future filings of its Annual Report on Form 10-K and quarterly filings on
Form 10-Q, the cover page will be amended to show the same file number on the
10-K and 10-Q filings, as requested.

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.

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RESPONSE TO COMMENT 3

In future filings of its Annual Report on Form 10-K, the Company will revise the
business segment disclosure to discuss the general types of contracts with
customers, and the types of costs the Company is unable to pass on to customers.
The disclosure will include the following language, which is applicable to all
segments:

     "To the extent possible, we enter into one-year or multi-year supply
     agreements with our major customers. The terms of these agreements vary,
     including pricing, volume discounts, payment terms and, in some cases, the
     quantities a customer will purchase. Many of our multi-year agreements
     permit us, upon written notice, to pass through a certain percentage of
     price increases for specified raw materials, labor cost increases, and
     other overhead cost increases. However, certain agreements have percentage
     caps on cost pass-throughs, and we may be unable in some situations to pass
     through the entire cost increase."

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.

RESPONSE TO COMMENT 4

In future filings of its Annual Report on Form 10-K, the Company will revise the
disclosure to include any purchase agreements entered into regarding tin-plate.
The disclosure will include the following language:

     "We enter into various purchase agreements to purchase materials and
     supplies in the ordinary conduct of business. Tin-plate, our largest raw
     material cost, is purchased from multiple sources. We elect to purchase
     quantities from these suppliers based upon current market conditions,
     including pricing, quality, and service."

The Company does not include the aggregate amount of its open purchase
obligations in the contractual obligations table because the purchase
obligations under such contracts are short-term and do not commit the Company to
purchase fixed amounts of material.

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

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     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.

RESPONSE TO COMMENT 5

In its future filings, the Company will expand its disclosure related to the
effects of idling certain production lines in connection with the German food
can profitability review. The disclosures will include the following language:
"The Company executed a profitability review program in its German food can
business during 2004. The initiative included the evaluation of low margin
product lines and related capacity and resulted in the idling of certain
production lines. The initiative resulted in lower sales volume of $13.6
million. However, the profitability review program, along with other operational
efficiencies resulted in improved gross profit of approximately $3.5 million,
net of accelerated depreciation of $1.0 million related to the idling of certain
production lines. In future filings, the footnotes will include a statement
discussing the effect of the profitability review program on sales in 2004.

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.

RESPONSE TO COMMENT 6

In future filings of its Annual Report on Form 10-K, the Company will include
the types of events that would require prepayment of the Term B loan. The
disclosure will include the following language:

     "The Company will be required to prepay a portion of the Term B loan if it
     receives proceeds from certain sales, leases or transfers of its assets,
     realizes excess cash flow levels (as calculated in the Credit Agreement)
     over its preceding fiscal year, receives proceeds from the sale or issuance
     of capital stock or offerings of new indebtedness, or receives insurance or
     condemnation proceeds."

     7.   PLEASE EXPAND YOUR DISCLOSURE TO DISCUSS MATERIAL CHANGES IN THE
          BALANCE SHEET, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING:

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          o   OTHER CURRENT ASSETS,
          o   OTHER NON-CURRENT ASSETS, AND
          o   ACCRUED EXPENSES.

RESPONSE TO COMMENT 7

In future filings of its Annual Report on Form 10-K and quarterly filings on
Form 10-Q, the Company will discuss material changes in the balance sheet, if
any, including other current assets, other non-current assets and accrued
expenses. The disclosure will discuss the impact on liquidity related to the key
changes in these categories.

     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.

RESPONSE TO COMMENT 8

In future filings of its Annual Report on Form 10-K, the contractual cash
obligations table will be revised to include estimated interest payments on our
debt and assumptions made in deriving the amounts. In addition, the table will
be revised to include the amounts committed to complete construction in progress
(See Comment 9 below).

     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.

RESPONSE TO COMMENT 9

Please refer to the Company's response to Comment 8.

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.

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RESPONSE TO COMMENT 10

As indicated in our filing, the Company has determined that the impact to the
financial statements of changing from LIFO to FIFO was not material. (See the
Company's response to Comment 14 below for a discussion of this impact.) As
such, retroactive restatement was not required. We discussed this comment with
our independent registered public accounting firm (Deloitte & Touche LLP), who
concurred with our conclusion that the LIFO to FIFO change did not materially
impact the comparability of the financial statements presented in our Form 10-K.
As a result, and in accordance with U.S. Auditing Standard Section 508 paragraph
16, Deloitte & Touche LLP have determined no explanatory paragraph was required.

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.

RESPONSE TO COMMENT 11

In future filings of its Annual Report on Form 10-K and quarterly filings on
Form 10-Q the Company will present cash flows related to changes in other assets
separately from those related to the changes in other liabilities.

     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.

RESPONSE TO COMMENT 12

The Company incurred capital expenditures to enhance productivity in certain
plants to accommodate volume transferred from plants closed in connection with
restructuring programs. The costs incurred and included under investing
activities were for fixed assets, which benefit future periods. The words
"including restructuring capital" will be removed from future filings on Form
10-K and Form 10-Q.

NOTES TO FINANCIAL STATEMENTS

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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(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:

          o    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,

          o    YOUR MD&A DISCUSSES THAT THE DECREASE IN AEROSOL GROSS PROFIT WAS
               DUE TO INCREASED RAW MATERIAL COSTS ASSOCIATED WITH STEEL
               SURCHARGES,

          o    YOUR MD&A DISCLOSES THAT YOU WERE NOT ABLE TO RECOVER ALL OF THE
               COSTS INCREASES FOR 2004 FROM YOUR CUSTOMERS, AND

          o    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.

RESPONSE TO COMMENT 13

The Company, in concluding that its change from LIFO to FIFO was justified,
considered a number of factors including, 1) the FIFO method matches the flow of
materials with the actual flow of goods, 2) the timing of cost increases versus
the timing of customer price increases, 3) future deflation in raw material
costs that may result from a shift from lithographed cans to plain cans, 4)
improved comparability of Domestic operations versus the International
operations, 5) manually intensive nature of LIFO calculations do not provide a
benefit commensurate with the cost. Below is a further explanation of the
Company's rationale.

     o    FIFO method matches the flow of materials with the actual flow of
          goods - In general, aerosol cans and decorated general line cans are
          made to a customer's order. For the most part, orders are staged for
          manufacture in the order that they are requested for delivery to the
          customer. Although some products may be made in batches in advance of
          the actual order (in cases where one line