Exhibit 10 (s)

                                AMENDMENT NO. 1

                    TO THE WEST PHARMACEUTICAL SERVICES, INC.

                  1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN


     West  Pharmaceutical  Services,  Inc.  hereby  amends its 1998 Key Employee
     Incentive Compensation Plan ("KEICP") as set forth below:

     Section 2.4 of the KEICP is deleted in its entirety  and replaced  with the
     following:

          "2.4  Expiration  Date. The  "Expiration  Date" of an Option means the
          date  established  as such by the  Committee  at the time of the grant
          and,  subject  to the  restrictions  imposed  by  Section 6, as may be
          modified  by the  Committee  following  the time of  grant;  provided,
          however, that the Expiration Date shall not be later than the earliest
          to occur of the following events:

a)        the ten-year anniversary of the date on which the Option is granted;

b)        in the case of an Incentive  Stock Option granted to an individual who
          owns  stock  possessing  more than 10  percent  of the total  combined
          voting  power of all classes of stock of the  Company,  the  five-year
          anniversary of such grant date;

c)        if  the  Participant  ceases  to be  employed  by the  Company  or any
          Subsidiary by reason of death or disability,  the one-year anniversary
          of the Termination Date; or

d)        if  the  Participant  ceases  to be  employed  by the  Company  or any
          Subsidiary by reasons other than retirement,  death or disability, the
          90-day  anniversary  of the  Date of  Termination.  The  existence  of
          retirement  and the existence of and the date of  disability  shall be
          determined by the Committee in its sole discretion.

     Notwithstanding the foregoing, the Committee may, in its discretion, extend
     or shorten the periods  specified in  paragraphs c) and/or d) as they apply
     to a specific outstanding Option."

To record the adoption of this Amendment No. 1 to the KEICP, West Pharmaceutical
Services,  Inc. has caused its authorized officers to affix its name and seal as
of the 30th day of October, 2001.

[corporate seal]                             WEST PHARMACEUTICAL SERVICES, INC.




Attest: /s/ J.R. Gailey                     By: /s/ George R. Bennyhoff
          John R. Gailey III, Secretary         George R. Bennyhoff
                                                Senior Vice President,
                                                Human Resources