Exhibit(10)(g)(1)


                   AMENDMENT #1 TO SECOND AMENDED AND RESTATED

                           CHANGE-IN-CONTROL AGREEMENT



          THIS IS AMENDMENT #1 TO SECOND AMENDED AND RESTATED  CHANGE-IN-CONTROL
          AGREEMENT  (the  "Agreement"),  dated as of May 1, 2001,  between West
          Pharmaceutical  Services,  Inc.,  a  Pennsylvania  corporation,   (the
          "Company") and ("Executive").

                                   Background

     The Company and  Executive  are  parties to a Second  Amended and  Restated
Change-in-Control  Agreement, dated as of March 25, 2000 (the "Change-in-Control
Agreement").  The Company  desires to amend the  Change-in-Control  Agreement to
change the method of calculating the amount of severance compensation payable to
Executive  upon  Executive's  termination  pursuant  to a Change in Control  (as
defined in the  Change-in-Control  Agreement) and the Executive agrees to accept
such amendment.

                                    Agreement

         Intending to be legally bound, the parties agree as follows:

1.        Effective as of the date of this  Agreement,  clause (ii) of Section 3
          (a)  (Benefits   Payable  Upon   Termination  of  Employment)  of  the
          Change-in-Control  Agreement  is deleted in its  entirety and replaced
          with the following:


             (ii)   the aggregate  amount of the annual  bonuses paid or payable
                    to  Executive   for  the  three  fiscal  years   immediately
                    preceding  a Change  in  Control  divided  by the  number of
                    fiscal years as to which such bonuses were paid or payable;"

2.        Except as otherwise  set forth in Paragraph 1 of this  Agreement,  the
          Change-in-Control  Agreement  shall remain in full force and effect in
          accordance with its terms.

3.
     This Agreement may be executed in one or more counterparts,  which together
shall constitute a single agreement.


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first written above.


                                            WEST PHARMACEUTICAL SERVICES, INC.


                                          By: ------------------------------