SecProbe.io

August 12, 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 July 21, 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 July 21, 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 July 21, 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 request an amendment, all other revisions may be included in your future filings.

-2-

August 12, 2005

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.

2.

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.

Response to Comment 2

The Company hereby acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings, (ii) Staff comments or changes to disclosure based on Staff comments does not foreclose the Commission from taking any actions with respect to the Company’s filings, and (iii) the Company may not assert Staff comments as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

Liquidity and Capital Resources

3.

We read your response to our comment 7. Your response does not include what your revised disclosure would look like for the year ended December 31, 2004. As previously requested, please expand your disclosure to discuss material changes in the balance sheet, including, but not limited to the following.

-3-

August 12, 2005

•

Other current assets,

•

Other non-current assets, and

•

Accrued expenses.

Response to Comment 3

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. The disclosure for the year ended December 31, 2004 would include the following paragraph in the discussion of cash provided by operations:

“Other decreases in net cash provided by operations included increases in other current assets related to the Company’s European factoring arrangements ($13.4 million), partially offset by higher accrued expenses primarily related to payroll ($1.1 million), employee benefits ($1.2 million), and taxes payable ($0.9 million). Long-term Deferred Income tax assets decreased versus 2003 primarily due to the $7.0 million non-cash domestic operations tax valuation allowance (described in Note 5), while other non-current assets decreased primarily due to the non-cash amortization of deferred financing fees ($3.6 million) associated with the Company’s credit agreement and the issuance of the 10 7/8 % Senior Secured Notes, which are being amortized over the life of the applicable borrowings.”

4.

We read your response to our comment 8. As previously requested, please include your estimated interest payments on your debt in the contractual obligations table. Please also disclose any assumptions you made to derive these amounts.

Response to Comment 4

In future filings of its Annual report on Form 10-K, the Company will revise its disclosures to include estimated interest payments on its debt, and commitments to complete construction in progress as shown below.

-4-

August 12, 2005

The Company has a number of contractual commitments to make future cash payments. Under existing agreements, contractual obligations as of December 31, 2004 are as follows (000’s omitted):

Payments due by period

Contractual Obligations (a)

1st year

2-3 years

4-5 years

After 5 years

Total

Long term debt

$ 8,895

$ 7,815

$ 6,072

$ 536,335

$ 559,117

Capital lease obligations

–

–

Operating leases

6,580

9,451

7,004

9,221

32,256

Pension & other post-retirement employee benefit obligations (b)

5,846

13,060

13,143

–

32,049

Interest (c)

49,603

98,333

97,460

35,281

280,677

Construction in progress (d)

5,940

–

–

–

5,940

Other long-term liabilities on the consolidated balance sheet

4,901

1,109

7,308

Total Contractual Commitments

$ 82,315

$ 130,097

$ 124,348

$ 581,466

$ 918,226

(a)

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.

(b)

The Company’s long-term pension and post-retirement benefit obligations are estimates based on the Company’s current information and are subject to collective bargaining agreements. The Company reserves the right to make changes to these estimates in the future as facts and circumstances change and new information is received. Additionally, the amount of contractual obligations beyond five years is not reliably estimable and is therefore not included in the table.

(c)

The Company’s interest obligations on its variable interest rate debt include estimates based upon current interest rates (currently ranging between 2.00% and 6.50%), and are subject to change as interest rates change.

(d)

The amount of Construction in Process includes only those amounts for which the Company is contractually committed to spend.

5.

We read your response to our comment 9. As previously requested, please include the amounts you are contractually committed to spending in order to complete projects included in construction in progress and any other purchase commitments you may have in your contractual obligations table, along with the assumptions you used.

-5-

August 12, 2005

Response to Comment 5

Please see point (d) in the revised disclosure above.

Financial Statements.

Statement of Cash Flows

6.

We read your response to our comment 11. Your response does not include what your revised disclosure would look like for the years ended December 31, 2004 and December 31, 2003, along with the interim period ended March 31, 2005. As previously requested, 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 6

In future filings of its Annual Report on Form 10-K and quarterly filings on Form 10-Q, the Company will present changes in other assets separately from those related to the change in other liabilities. Below are the revised disclosures for the years ended December 31, 2004 and December 31, 2004, along with the interim period ended March 31, 2005.

2004 As

2003 As

2004 As

2003 As

CASH FLOWS FROM OPERATING ACTIVITIES:

Reported

Reported

Requested

Requested

Net loss

$ (30,305 )

$ (21,331 )

$ (30,305 )

$ (21,331 )

Adjustments to reconcile net loss to net cash provided by operating activities –

Depreciation and amortization

43,725

38,060

43,725

38,060

Special charges

8,747

8,747

Loss on early extinguishment of debt

5,508

–

5,508

–

Cumulative effect of accounting change, net of tax

–

–

–

–

Deferred income taxes

(1,826 )

(1,826 )

Changes in assets and liabilities:

Accounts receivable

(6,956 )

(631 )

(6,956 )

(631 )

Inventories

(7,099 )

17,621

(7,099 )

17,621

Accounts payable

(1,729 )

(10,895 )

(1,729 )

(10,895 )

Accrued expenses

(1,336 )

(7,494 )

(1,336 )

(7,494 )

Other assets

–

–

(5,305 )

5,254

Other liabilities

–

–

(1,756 )

(1,697 )

Other, net

(7,070 )

3,556

—

—

Net cash provided by operating activities

1,659

19,557

1,659

19,557

-6-

August 12, 2005

Q1 2005 As

Q1 2004 As

Q1 2005 As

Q1 2004 As

CASH FLOWS FROM OPERATING ACTIVITIES:

Reported

Reported

Requested

Requested

Net loss

$ 5,986

$ (4,961 )

$ 5,986

$ (4,961 )

Adjustments to reconcile net loss to net cash provided by operating activities –

Depreciation and amortization

9,790

11,198

9,790

11,198

Special charges

Deferred income taxes

–

(508 )

–

(508 )

Changes in assets and liabilities:

Accounts receivable

(18,165 )

(7,882 )

(18,165 )

(7,882 )

Inventories

(12,329 )

(4,182 )

(12,329 )

(4,182 )

Accounts payable

(4,925 )

(1,693 )

(4,925 )

(1,693 )

Accrued expenses

(5,397 )

(6,188 )

(5,397 )

(6,188 )

Other assets

–

–

5,954

(2,864 )

Other liabilities

–

–

(391 )

(92 )

Other, net

5,563

(2,957 )

–

–

Net cash provided by operating activities

(18,964 )

(16,691 )

(18,964 )

(16,691 )

Notes to Financial Statements

(2) Summary of Significant Accounting Policies

(c) Inventories

7.

We read your response to our comment 14. Our comment requested that you provide to us an analysis for each quarter during the two years ended December 31, 2003 and the first two quarters of 2004. Your response states that you calculate the change in the cost to manufacture on an annual basis and therefore adjust your LIFO reserve on an annual basis. Given this, please tell us how you determined the change from LIFO to FIFO did not have a material effect on the financial statements for the current or prior periods, as disclosed in your Form 10-Q for the period ended July 4, 2004. Additionally, please tell us the consideration you gave to the cumulative effect, including your assessment regarding the materiality this adjustment would have had to your financial statements. Please refer to paragraphs 10 and 11 SFAS 3 and SAB 99.

-7-

August 12, 2005

Response to Comment 7

The Company’s materiality determination related to its change from LIFO to FIFO was based on both a qualitative and quantitative analysis as required by SEC Staff Accounting Bulletin No. 99. Below is an analysis for each quarter during the two years ended December 31, 2003 and the first two quarters of 2004. The analysis compares the balance sheet LIFO reserve to the Company’s inventory and Stockholder’s equity and the LIFO provision to pretax income, net income and Credit Facility EBITDA. The Company believes the impact to be immaterial, when considered in conjunction with the qualitative factors below.

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

LIFO Reserve

(27 )

(27 )

(27 )

(151 )

(151 )

(151 )

(151 )

(151 )

Inventory

99,975

111,829

110,525

105,195

105,195

107,286

106,857

102,885

95,140

95,140

98,023

100,017

%

-0.03 %

-0.02 %

-0.02 %

-0.14 %

-0.14 %

-0.14 %

-0.14 %

-0.15 %

0.84 %

0.84 %

0.81 %

0.80 %

Impact on Equity

(16 )

(16 )

(16 )

(91 )

(91 )

(91 )

(91 )

(91 )

Stockholders Equity/(Deficit)

(282,085 )

(275,228 )

(283,227 )

(350,008 )

(350,008 )

(354,522 )

(355,664 )

(365,053 )

(361,911 )

(361,911 )

(372,130 )

(385,621 )

%

0.01 %

0.01 %

0.01 %

0.03 %

0.03 %

0.03 %

0.03 %

0.02 %

-0.13 %

-0.13 %

-0.13 %

-0.12 %

Income Statement Impacts

Net Sales

Pretax LIFO Provision

(124 )

(124 )

(798 )

Net Sales

186,038

203,624

205,474

201,364

796,500

198,890

210,312

204,508

209,186

822,896

213,467

211,809

%

0.0 %

0.0 %

0.0 %

-0.1 %

0.0 %

0.0 %

0.0 %

0.0 %

0.5 %

0.1 %

0.0 %

-0.4 %

Gross Profit

Pretax LIFO Provision

(124 )

(124 )

(798 )

Gross Profit

18,968

22,893

19,800

24,444

86,105

21,344

24,710

20,725

20,645

87,424

19,372

18,908

%

0.0 %

0.0 %

0.0 %

-0.5 %

-0.1 %

0.0 %

0.0 %

0.0 %

4.6 %

1.1 %

0.0 %

-4.2 %

Income (Loss)

Pretax LIFO Provision

(124 )

(124 )

(798 )

Pretax (Loss)

(4,555 )

(2,623 )

(9,391 )

(6,620 )

(23,189 )

(3,852 )

(1,988 )

(7,457 )

(5,985 )

(19,282 )

(4,629 )