                                                                                                                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) DecemberFebruary 2228, 20042005


                                                                                                        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)                (IRS Employer
                   of incorporation)                                                            Identification No.)

   700 East Butterfield Road, Suite 250, Lombard, IL                                                   60148
        (Address of principal executive offices)                                                     (Zip Code)


                                                            Registrant's telephone number, including area code (630) 678-8000

                                                              (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneous satisfy the filing obligation 
of the registrant
 under any of the following provisions (see General Instruction A.2. below):

         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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         Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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                                               INFORMATION TO BE INCLUDED IN THE REPORT

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Item 12.0102  Results Entryof IntoOperations aand MaterialFinancial Definitive AgreementCondition.


         On DecemberFebruary 2328, 20042005, U.S. Can Corporation (the "Company") announcedreleased thatits Sandrafinancial K.results Vollmanfor will resign as Chief Financial
Officer in the first quarter of 2005.  In connection with her agreement to continue her employment, Ms. Vollman will receive a lump
sumquarterly stay bonus equal to nine months of salary and carannual allowanceperiods atended theDecember rates31, in effect on the date of her resignation2004.

           The Companyinformation alsoregarding announced that it had finalized an Employment Agreement between the Companyfourth quarter and Anthony MacLaurin onfiscal
Decemberyear 22,for 2004,  effective as ofwell Julyas 1,information 2004.  Pursuantregarding to the Employmentuse Agreement, Mr. MacLaurin will serve as the Company's
Executive Vice President of International.  The Employment Agreement has an initial onenon-yearGAAP termfinancial andmeasures, willis beset extendedforth automaticallyin the
forattached successivepress one-year periods thereafterrelease, unlesswhich notice is otherwiseattached given.  Thehereto Employmentas AgreementExhibit provides that Mr99. MacLaurin1.
will
         The receiveinformation anin annualthis baseCurrent salaryReport ofis $337,000being furnished and willshall not be eligibledeemed  "filed" tofor receive a bonus upon the
purposes achievement of certainSection objectives,18 as
determined by the Company's board of directors.  Pursuant to the EmploymentSecurities Agreement,Exchange Mr.Act MacLaurinof will purchase1934, atas fair market
valueamended, sharesor ofotherwise the Company's stock subject to a five-year vesting period.the

         Aliabilities copy of thethat press release announcing the resignation of MsSection.  The Vollmaninformation andin hiringthis ofCurrent Mr.Report MacLaurinshall isnot attachedbe asincorporated anby exhibit
toreference this report.into

Itemany 5.02  Departureregistration ofstatement Directors or Principalany Officers;other Electiondocument offiled Directors;by Appointment of Principal Officers.

         As disclosed above under Item 1.01, on December 23, 2004, the Company announcedwith that Sandra K. Vollman will resign as Chief
Financial Officer in the firstSecurities quarterand ofExchange 2005Commission.



Item 9.01  Financial Statements and Exhibits.

(c)      Exhibits.

Exhibit No.         ______________________________________Description of Exhibit______________________________________
-----------         --------------------------------------------------------------------------------------------------
99.1                Press Release dated DecemberFebruary 2328, 20042005.







                                                                                                                  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.

                                                                                                                                     By       /s/ GeorgeSandra VK. Bayly____  ______________Vollman
                                                                                                                                           ------------------------------------------
                                                                 Name:  George    Sandra VK. BaylyVollman
                                                                 Title:  Co-Chairman   Senior ofVice thePresident Board and Chief
                                                                            Executive                                                                          Financial Officer

Date:  DecemberFebruary 2328, 20042005







                                                             


                                                   EXHIBIT INDEX

Exhibit No.             Description of Exhibit
-----------             ----------------------

99.1                    Press Release dated  December 23February 28, 20042005.
Filing Compare · US CAN CORP
