SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                For The Quarterly Period Ended September 30, 2002
                                               -----------------

                          Commission File Number 1-8036
                                                 ------


                       WEST PHARMACEUTICAL SERVICES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Pennsylvania                                  23-1210010
- --------------------------------          -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification Number



 101 Gordon Drive, PO Box 645,
        Lionville, PA                                19341-0645
- --------------------------------          -------------------------------
(Address of principal executive                      (Zip Code)
offices)



        Registrant's telephone number, including area code 610-594-2900
                                                           ------------

                                       N/A

- --------------------------------------------------------------------------------
         Former name, former address and former fiscal year, if changed
                               since last report.



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  twelve  months,   and  (2)  has  been  subject  to  such  filing
requirements for the past 90 days. Yes X . No .
                                      ---       ---



                        September 30, 2002 -- 14,463,808
- --------------------------------------------------------------------------------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


                                                                        Page 2


                                     Index

                                Form 10-Q for the
                        Quarter Ended September 30, 2002



                                                                        Page

                                                                       -----

Part I - Financial Information

    Item 1. Financial Statements

            Consolidated Statements of Income for the
              Three Months and Nine Months ended September 30, 2002
              and September 30, 2001                                      3

            Condensed Consolidated Balance Sheets at
              September 30, 2002 and December 31, 2001                    4

            Consolidated Statement of Shareholders' Equity
              for the Nine Months ended September 30, 2002                5

            Condensed Consolidated Statements of Cash Flows
              for the Nine Months ended September 30, 2002
              and September 30, 2001                                      6

            Notes to Condensed Consolidated Financial Statements          7

    Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations                14

    Item 3. Quantitative and Qualitative Disclosure
            About Market Risk                                            21

    Item 4. Controls and Procedures                                      21

Part II -   Other Information


   Item 6.  Exhibits and Reports on Form 8-K                             21

SIGNATURES                                                               22

CERTIFICATIONS                                                           23,
                                                                         24

         Index to Exhibits                                              F-1,
                                                                        F-2




                                                                        Page 3

Part I.  Financial Information
Item 1.  Financial Statements

West Pharmaceutical Services, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per share data)


                                                                  Quarter Ended                      Nine Months Ended
                                                        Sept. 30, 2002     Sept. 30, 2001     Sept. 30, 2002     Sept. 30, 2001

                                                                                                 
                                                        --------------     --------------     --------------     -------------
Net sales ........................................      $104,900 100%      $ 96,500  100%     $316,300  100%     $296,300 100%
Cost of goods and services sold ..................        78,200  75         69,900   72       227,200   72       210,600  71
                                                        --------------     --------------     --------------     -------------
   Gross profit ..................................        26,700  25         26,600   28        89,100   28        85,700  29
Selling, general and administrative expenses .....        19,300  18         18,300   19        61,600   19        54,500  18
Restructuring charge (credit).....................         9,700   9         (1,600)  (2)        9,700    3         2,900   1
Other (income) expense, net ......................           400   -           (300)   -        (2,000)  (1)          200   -
                                                        --------------     --------------     --------------     --------------
   Operating profit (loss)........................        (2,700) (3)        10,200   11        19,800    6        28,100   9
Interest expense, net.............................         2,200   2          3,000    3         7,000    2         9,300   3
                                                        --------------     --------------     --------------     --------------
   Income (loss) before income taxes
    and minority interests .......................        (4,900) (5)         7,200    7        12,800    4        18,800   6
Provision for income taxes .......................        (3,000) (3)         1,500    2         3,200    1         5,400   2
Minority interests ...............................             -   -              -    -             -    -           100   -
                                                        --------------     --------------     --------------     --------------
   Income (loss) from consolidated operations.....        (1,900) (2)%        5,700    6%        9,600    3%       13,300   4%
                                                                  ---                 ---                ---                ---
Equity in net income (loss) of affiliated companies         (400)                -                (100)               500
                                                        ---------          --------           --------           --------
   Income (loss) from continuing operations.......        (2,300)             5,700              9,500             13,800
Earnings from discontinued operations,
   net of tax.....................................         5,900                200              5,500                600
                                                        ---------          --------           --------           --------
   Net income ....................................      $  3,600           $  5,900           $ 15,000           $ 14,400
                                                        ---------          --------           --------           --------
Net income (loss) per share:
   Basic
      Continuing operations.......................      $  (0.16)          $   0.40           $   0.66           $   0.96
      Discontinued operations.....................      $   0.41           $   0.01           $   0.38           $   0.04
                                                        ---------          --------           --------           --------
                                                        $   0.25           $   0.41           $   1.04           $   1.00
   Assuming Dilution
      Continuing operations.......................      $  (0.16)          $   0.40           $   0.66           $   0.96
      Discontinued operations.....................      $   0.41           $   0.01           $   0.38           $   0.04
                                                        ---------          --------           --------           --------
                                                        $   0.25           $   0.41           $   1.04           $   1.00

Average common shares outstanding.................        14,463             14,343             14,420             14,333
Average shares assuming dilution..................        14,463             14,353             14,443             14,346

Dividends declared per common share...............      $   0.20           $   0.19           $   0.58           $   0.55

See accompanying notes to condensed consolidated financial statements.






                                                                         Page 4

West Pharmaceutical Services, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)


                                                     Unaudited
                                                     Sept. 30,          Dec. 31,
                                                       2002              2001
                                                     ---------         --------
                                                                
ASSETS
Current assets:
    Cash, including equivalents ...................  $ 35,700          $ 42,100
    Accounts receivable ...........................    63,200            61,800
    Inventories ...................................    40,400            34,300
    Income tax refundable..........................     3,500             5,700
    Deferred income tax benefits ..................     2,700             2,400
    Other current assets ..........................     9,200            12,200
                                                      --------         --------
Total current assets ..............................   154,700           158,500
                                                      --------         --------
Property, plant and equipment .....................   490,000           459,500
Less accumulated depreciation and amortization.....  (272,700)         (249,200)
                                                      --------         --------
                                                      217,300           210,300

Investments in affiliated companies ...............    18,900            20,800
Goodwill ..........................................    35,100            32,600
Prepaid pension asset..............................    51,800            48,300
Deferred income tax benefits ......................    19,400            21,400
Intangible assets..................................     7,700             7,900
Other assets.......................................    11,500            11,500
                                                      --------         --------
Total Assets ......................................  $516,400          $511,300
                                                      --------         --------
                                                      --------         --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt .............  $    500          $  4,300
    Notes payable .................................     5,600             4,400
    Accounts payable ..............................    19,700            22,600
    Accrued expenses:
      Salaries, wages, benefits ...................    17,600            16,000
      Income taxes payable ........................     7,700             5,400
      Restructuring costs..........................     1,500             2,200
      Deferred income taxes........................     1,500             1,600
      Other .......................................    21,000            18,800
                                                      --------         --------
Total current liabilities .........................    75,100            75,300
                                                      --------         --------
Long-term debt, excluding current portion..........   172,000           184,300
Deferred income taxes .............................    47,900            46,800
Other long-term liabilities .......................    27,700            28,100
Shareholders' equity...............................   193,700           176,800
                                                      --------         --------
Total Liabilities and Shareholders' Equity.........  $516,400          $511,300
                                                      --------         --------
                                                      --------         --------
See accompanying notes to condensed consolidated financial statements.


                                                                  Page 5
West Pharmaceutical Services, Inc. and Subsidiaries
Consolidated Statement of Shareholders' Equity (unaudited)
(in thousands)



                                                                                      
                                                         Capital in                 Other
                                                Common    excess of   Retained  comprehensive   Treasury
                                                Stock     par value   Earnings  income (loss)    stock      Total
                                               -------------------------------------------------------------------

Balance, December 31, 2001                     $ 4,300    $ 31,600     $254,000  $ (27,400)   $ (85,700) $ 176,800

Net income                                                               15,000                             15,000

Shares issued under stock option plans                        (400)                               3,600      3,200

Cash dividends declared                                                  (8,400)                            (8,400)

Foreign currency translation adjustment                                              7,400                   7,400

Minimum pension liability adjustment                                                  (200)                   (200)

Fair value of financial instruments adjustment                                        (100)                   (100)
                                               --------------------------------------------------------------------

Balance, September 30, 2002                    $ 4,300    $ 31,200     $260,600  $ (20,300)   $ (82,100) $ 193,700
                                               --------------------------------------------------------------------



See accompanying notes to condensed consolidated financial statements.




                                                                       Page 6

West Pharmaceutical Services, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)


                                                          Nine Months Ended
                                                         Sept. 30,   Sept. 30,
                                                           2002        2001
                                                         --------    --------
                                                              
Cash flows provided by operating activities:
   Income from continuing operations............         $  9,500   $ 13,800
   Depreciation and amortization................           24,400     23,900
   Other non-cash items, net....................            5,800     (6,600)
   Changes in assets and liabilities ...........            4,000    (12,100)
                                                         --------    --------
Net cash provided by operating activities ......           43,700     19,000
                                                         --------    --------
Cash flows used in investing activities:

   Property, plant and equipment acquired ........        (30,200)   (33,700)
   Loan to affiliate..............................         (1,000)         -
   Proceeds from sale of assets...................            300      3,100
   Customer advances, net of repayments ..........         (1,300)    (2,600)
                                                         --------    --------
Net cash used in investing activities .............       (32,200)   (33,200)
                                                         --------    --------
Cash flows(used in)provided by financing activities:

   Net (repayments) borrowings under revolving
     credit agreements ............................        (7,900)    21,200
   Repayment of industrial revenue bond............        (6,100)         -
   Repayment of other long term debt...............        (4,700)      (300)
   Repayments of notes payable.....................        (1,100)         -
   Dividend payments ..............................        (8,200)    (7,700)
   Sale of common stock............................         3,300        800
   Purchase of treasury stock......................          (100)      (100)
                                                         --------    --------
Net cash (used in) provided by financing activities       (24,800)    13,900
                                                         --------    --------
Net cash provided by discontinued operations.......         6,100        500
                                                         --------    --------
Effect of exchange rates on cash ..................           800     (1,300)
                                                         --------    --------
Net(decrease)in cash, including equivalents........        (6,400)    (1,100)

Cash and cash equivalents at beginning of period...        42,100     42,700
                                                         --------    --------
Cash and cash equivalents at end of period.........      $ 35,700   $ 41,600
                                                         --------    --------
See accompanying notes to condensed consolidated financial statements


                                                                        Page 7

               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                 (In thousands, except share and per share data)

1.   The interim consolidated  financial statements for the three and nine-month
     period  ended  September  30, 2002 should be read in  conjunction  with the
     consolidated  financial statements and notes thereto of West Pharmaceutical
     Services, Inc.(the Company),  appearing in the Company's 2001 Annual Report
     on Form 10-K. The year-end  condensed  consolidated  balance sheet data was
     derived  from  audited  financial  statements,  but  does not  include  all
     disclosures required by generally accepted accounting  principles.  Interim
     results are based on the Company's unaudited accounts.

     Interim Period Accounting Policy
     --------------------------------
     In the opinion of management,  the unaudited Condensed Consolidated Balance
     Sheet, the unaudited  Consolidated  Statement of Shareholders  Equity,  the
     unaudited  Consolidated  Statements of Income and the  unaudited  Condensed
     Consolidated  Statement  of Cash  Flows  as of and for  the  periods  ended
     September  30,  2002 and for the  comparative  periods in 2001  contain all
     adjustments,  consisting only of normal recurring accruals and adjustments,
     necessary for a fair presentation of the financial position as of September
     30, 2002 and the results of  operations  and cash flows for the  respective
     periods.  The  results  of  operations  for  any  interim  period  are  not
     necessarily indicative of results for the full year.

     Reclassification
     ----------------
     Certain items have been reclassified to conform to current classifications.
     In  particular,  beginning  in 2002  interest  expense is  recorded  net of
     interest income.  Interest income was previously recorded in other (income)
     expense.  Prior periods have been restated to reflect the reclassification.
     The impact of the  reclassification  decreased  previously  reported  third
     quarter and nine-months 2001 other (income) expense and decreased  interest
     expense by $300 and $1,100, respectively.

     Income Taxes
     -------------
     The tax rate used for interim  periods is the  estimated  annual  effective
     consolidated  tax rate, based on the current estimate of full year results,
     except  that  taxes  applicable  to prior  year  adjustments,  if any,  are
     recorded as identified.

     Excluding the $2,400 tax benefit  associated with the restructuring  charge
     (see footnote #7) and the $2,500  unusual tax benefit (see  footnote  #12),
     the effective  tax rate for the third  quarter of 2002 was 38.2%,  compared
     with the 28.3% used in the third quarter of 2001. The estimated  annual tax
     rate for 2002, excluding  non-recurring items, is 34.2%,  compared with the
     32.8% estimated rate used for the nine-month  period of 2001. The estimated
     annual rate for 2002  increased from the estimate used in the first half of
     2002 due to a change in the expected full year  geographic mix of earnings.
     The  increase in the  estimated  annual rate  resulted  in  additional  tax
     expense of $200 in the third quarter of 2002.  The full year 2001 effective
     tax rate, excluding unusual items, was 33%.

 
                                                                      Page 8

               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                   (continued)



2.       Inventories at September 30, 2002 and December 31, 2001 were
         as follows:



                                      9/30/02          12/31/01
                                      -------          --------
                                               
                Finished goods        $18,300           $15,700
                Work in process         7,400             6,300
                Raw materials          14,700            12,300
                                      -------           -------
                                      $40,400           $34,300
                                      -------           -------
                                      -------           -------




3.        Comprehensive income for the three and nine-months ended September 30,
          2002 and September 30, 2001 was as follows:



                                                  Three Months Ended        Nine Months Ended
                                                 9/30/02      9/30/01      9/30/02     9/30/01
                                                 --------     --------    --------    --------
                                                                           
        Net income .........................    $  3,600     $  5,900    $ 15,000    $ 14,400
        Foreign currency
         translation adjustments............        (700)       6,900       7,400      (7,500)
        Minimum pension liability
         adjustments........................           -            -        (200)          -
        Fair value of derivative
         financial instruments adjustments..        (100)        (200)       (100)       (400)
                                                 --------     --------    --------    --------
        Comprehensive income................    $  2,800     $ 12,600    $ 22,100    $  6,500
                                                 --------     --------    --------    --------
                                                 --------     --------    --------    --------


                                                                        Page 9
               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                   (Continued)

4.        Net  sales to  external  customers  and  operating  profit  (loss)  by
          operating  segment for the three and  nine-months  ended September 30,
          2002 and September 30, 2001 were as follows:


                                               Three Months Ended       Nine Months Ended
                                                  September 30            September 30
                                                                      
        Net Sales:                              2002        2001           2002        2001
        ----------                           --------    --------       --------    --------
        Pharmaceutical Systems..........    $102,900     $ 92,300       $306,300    $282,800
        Drug Delivery Systems...........       2,000        4,200         10,000      13,500
                                             --------    --------       --------    --------
        Consolidated Total .............    $104,900     $ 96,500       $316,300    $296,300
                                             --------    --------       --------    --------
                                             --------    --------       --------    --------

                                               Three Months Ended       Nine Months Ended
                                                  September 30            September 30
        Operating Profit (Loss):                2002        2001           2002        2001
        -----------------------              --------    --------       --------    --------
        Pharmaceutical Systems..........    $ 13,500     $ 12,600       $ 50,000    $ 42,700
        Drug Delivery Systems...........      (4,100)      (1,500)       (10,200)     (4,900)
        Corporate and unallocated.......     (12,100)        (900)       (20,000)     (9,700)
                                             --------    --------       --------    --------
        Consolidated Total .............    $ (2,700)    $ 10,200       $ 19,800    $ 28,100
                                             --------    --------       --------    --------
                                             --------    --------       --------    --------
  

          For the nine months ended September 30, 2002 Corporate and unallocated
          operating profit (loss) includes a $9,700  restructuring  charge and a
          $1,700 foreign currency  exchange gain. The  restructuring  charge was
          recorded in the third quarter of 2002.

          For the nine months ended September 30, 2001 Corporate and unallocated
          operating  profit (loss)  includes a $2,900  restructuring  charge.  A
          $1,600 restructuring credit was recorded in the third quarter of 2001.

          Certain costs  previously  reported as Corporate and unallocated  have
          been  allocated to the  respective  segment that they  support.  These
          costs  consist  principally  of rent,  information  services and human
          resource  functions  incurred  at  the  North  American   headquarters
          facility.  All prior period  information  has been restated to reflect
          these allocations.

          Compared with December 31, 2001, there were no material changes in the
          amount  of  assets  as of  September  30,  2002 in the  Pharmaceutical
          Systems and Drug Delivery Systems operating  segments.  As a result of
          the third quarter 2002 restructuring charge, Corporate and unallocated
          assets were reduced by $8,600.

5.        Common stock issued at September 30, 2002 was  17,165,141  shares,  of
          which  2,701,333  shares were held in treasury.  Dividends of $.19 per
          common share were paid in the third  quarter of 2002 and a dividend of
          $.20 per  share  payable  November  6,  2002 to  holders  of record on
          October 23, 2002 was declared on July 30, 2002.


                                                                        Page 10


               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                   (Continued)

6.        The Company has accrued the estimated cost of environmental compliance
          expenses related to soil or ground water  contamination at current and
          former  manufacturing  facilities.  In the third quarter of 2002,  the
          Company  reduced  its  accrued   liability  by  $400  to  reflect  the
          acceptance of finalized remediation plans by relevant state regulatory
          agencies at two sites. Based on consultants' estimates of the costs of
          remediation in accordance with applicable regulatory requirements, the
          Company believes the accrued liability of $1,000 at September 30, 2002
          is  sufficient  to cover the future costs of these  remedial  actions,
          which will be carried out over the next several years. The Company has
          not anticipated any possible recovery from insurance or other sources.


7.        The  following  table  details the activity  related to the  Company's
          restructuring reserve, which consists of accrued severance,  benefits,
          contract termination costs and non-cash write-offs:



                                                               
                                           Severance
                                          and benefits       Other           Total
                                          ------------    ------------    ------------
          Balance, December 31,2001         $  2,200       $     -         $  2,200

          2002 restructuring charge               -           9,700           9,700

          Non-cash write-off                      -          (9,200)         (9,200)

          Cash payments                       (1,200)            -           (1,200)
                                          ------------    ------------    ------------
          Balance, September 30, 2002       $  1,000       $    500        $  1,500
                                          ------------    ------------    ------------

          In  the  third  quarter  of  2002  the  Company   recorded  a  pre-tax
          restructuring charge of $9,700. The charge includes a $5,800 write-off
          of   construction-in-progress   and  a  $500   accrual  for   contract
          termination  fees  related  to the  discontinuance  of  the  Company's
          information systems implementation project, a $2,800 impairment of its
          investment  in a  genetic  research  technology  company  and  a  $600
          impairment of the Company's consumer healthcare research business (see
          footnote  #10).  These  restructuring  items  generated  a $2,400  tax
          benefit.

          The remaining  restructuring  accrual balance  relates  principally to
          restructuring programs announced in 2001 and 2000.  Terminations under
          these  programs are complete  and totaled 215  employees.  The Company
          expects to complete all remaining payments,  principally consisting of
          pre-retirement medical benefits, within the next two years.

8.        During the third quarter of 2002 the Company  recorded an $800 charge,
          included in equity in net income (loss) of affiliated  companies,  for
          its share of the costs  related  to the  consolidation  of two  rubber
          molding  operations for one of its equity  investments in Mexico.  The
          charge represents severance costs for approximately 123 employees.  As
          of September  30, 2002,  10 employees  have been  terminated  with the
          remaining  terminations  expected to occur in the fourth quarter.  The
          Company  expects  all  remaining  payments  to be made  in the  fourth
          quarter of 2002.


                                                                        Page 11

               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                   (Continued)

9.        In November  2001,  the Company  sold its contract  manufacturing  and
          packaging  business  located  in  Lakewood,  NJ.  The  results of this
          business  have  been  reflected  as  discontinued  operations  in  the
          accompanying consolidated financial statements.

          In the third  quarter of 2002, the Company  recorded a tax  benefit in
          income from discontinued operations of $5,900 principally related to a
          tax refund on the disposal of the facility. See footnote #12.

          At December 31,  2001,  the Company was required to hold $4,300 of the
          sales proceeds in trust for the repayment of certain debentures issued
          by the contract manufacturing and packaging business, which became due
          and payable upon the sale.  These  debentures were repaid in the first
          quarter of 2002  resulting  in a $400,  net of tax  charge,  which was
          included in the loss on disposal of discontinued operations.

 10.      Effective  January 1, 2002, the Company adopted  Financial  Accounting
          Standards  Statement No. 142,  "Goodwill and Other Intangible  Assets"
          ("SFAS 142"). SFAS 142 eliminated the previous requirement to amortize
          goodwill and indefinite-lived intangible assets. Instead, goodwill and
          intangible  assets with indefinite  lives are tested for impairment on
          at least an annual basis or sooner if an event occurs which  indicates
          that there could be an  impairment.  The Company  has  determined  its
          reporting  units  to be each of the  four  geographic  regions  in the
          Pharmaceutical  Systems Segment,  the drug delivery business unit, and
          the clinical  services business unit. The first step of the impairment
          test  compares  the fair  value of a  reporting  unit to its  carrying
          amount,  including  goodwill.  If the carrying amount of the reporting
          unit exceeds its fair value, the second step is performed.  The second
          step compares the carrying  amount of the goodwill to its implied fair
          value.  The implied fair value is determined  by  allocating  the fair
          value of the reporting  unit to all of the assets and  liabilities  of
          that unit as if the  reporting  unit had been  acquired  in a business
          combination  and the fair value of the reporting unit was the purchase
          price paid to acquire the reporting unit. The excess of the fair value
          of the  reporting  unit over the  amounts  assigned  to its assets and
          liabilities  is the implied fair value of goodwill.  If the fair value
          of the goodwill is less than the carrying  amount,  an impairment loss
          is recorded.  The Company performed an impairment test of its goodwill
          as of  January  1,  2002  and  determined  that no  impairment  of the
          recorded goodwill existed.  As required by the statement,  the Company
          did not record  amortization  expense for goodwill in 2002 as compared
          to the $300 and $900, net of tax, recorded in the prior year three and
          nine-month periods.

          The goodwill  balance as of September 30, 2002 was $35,100 compared to
          $32,600 as of  December  31,  2001.  The  increase  is due to positive
          foreign  currency  translation  adjustments  of  $3,100  offset  by an
          impairment loss of $600.  Based on a third party offer to purchase the
          business, the Company recorded an impairment loss in the third quarter
          of 2002 on its consumer  healthcare  research business,  a division of
          the clinical services business unit.

                                                                 Page 12

               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                   (Continued)

          Goodwill by  reportable  segment as of September 30, 2002 and December
          31, 2001 was as follows:

                                            9/30/02      12/31/01
                                           --------      --------
          Pharmaceutical Systems             31,800        28,700
          Drug Delivery Systems               3,300         3,900
                                           --------      --------
                                             35,100        32,600

          The cost and  respective  accumulated  amortization  for the Company's
          intangible   assets,   mainly   patents,   was   $11,600  and  $3,900,
          respectively,  as of  September  30,  2002,  and  $11,200  and $3,300,
          respectively,  as of December 31, 2001.  The cost basis of intangibles
          includes  the  effects of foreign  currency  translation  adjustments.
          There  were  no  intangibles   purchased  or  acquired   during  2002.
          Intangible amortization  expense for the three and nine-month  periods
          ended  September  30,  2002 was $200 and  $600,  respectively,  and is
          estimated  to be $800 for the full year.  Estimated  amortization  for
          each of the subsequent  five fiscal years will be  approximately  $700
          per year.

          The  following  reconciles  the  reported  net income and earnings per
          share to that  which  would  have  resulted  had the  non-amortization
          provisions  of SFAS No. 142 been  applied to the three and  nine-month
          periods ended September 30, 2001.
             
             
                                                          
                                                            Three Months    Nine Months
                                                               Ended          Ended
                                                             9/30/01        9/30/01
              As reported
                 Income from continuing operations           $ 5,700        $13,800
                 Discontinued operations                         200            600
                                                             -------        -------
                 Net income                                    5,900         14,400
                 Goodwill amortization, net of tax               300            900
                                                             -------        -------
              As adjusted                                    $ 6,200        $15,300
                                                             -------        -------
                                                             -------        -------
              As reported basic earnings per share
                 Continuing operations                       $  0.40        $  0.96
                 Discontinued operations                        0.01           0.04
                                                             -------        -------
                                                             $  0.41        $  1.00
                                                             -------        -------
                                                             -------        -------
              As adjusted                                    $  0.43        $  1.07
                                                             -------        -------
                                                             -------        -------
              As reported diluted earnings per share
                 Continuing operations                       $  0.40        $  0.96
                 Discontinued operations                        0.01           0.04
                                                             -------        -------
                                                             $  0.41        $  1.00
                                                             -------        -------
                                                             -------        -------
              As adjusted                                    $  0.43        $  1.07
                                                             -------        -------
                                                             -------        -------



                                                                        Page 13

               West Pharmaceutical Services, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                                   (Continued)


11.       During  the  first  quarter  of  2002,  the  Company's  subsidiary  in
          Argentina  recorded a foreign currency  exchange gain of $1,700 on net
          assets  denominated in non-peso  currencies due to the  devaluation of
          the  Argentine  peso.  The foreign  currency  gain was subject to both
          Argentine federal income taxes and US dividend  withholding taxes. The
          devaluation of assets denominated in the Argentine peso totaled $3,200
          as of September  30, 2002 and is recorded as a cumulative  translation
          adjustment to other comprehensive income in shareholder's equity.

12.       In the third  quarter  of 2002,  the  Company  recorded  an $8,400 tax
          benefit   associated  with  the  2001   disposition  of  its  contract
          manufacturing  and  packaging  business  and the shutdown of a plastic
          device  manufacturing  facility.  Of the  $8,400  benefit,  $5,900 was
          recorded in discontinued  operations with the remaining $2,500 benefit
          reflected in  continuing  operations.  The tax benefit and the related
          tax refund were a result of a change in U.S.  tax law in 2002  related
          to loss disallowance rules.





                                                                         Page 14

Item 2.
Management's Discussion and Analysis of Financial Condition and
- ----------------------------------------------------------------
Results of Operations for the Three Months and Nine Months ended
- ---------------------------------------------------------------
September 30, 2002 versus September 30, 2001
- --------------------------------------------

Net Sales
- ---------
Net sales for the third  quarter of 2002 were $104.9  million  compared to $96.5
million in the third quarter of 2001. At constant exchange rates,  sales for the
third quarter 2002 increased 7% from the prior year quarter.

Third  quarter  2002 sales for the  Pharmaceutical  Systems  segment were $102.9
million,  a $10.6  million  increase  from  prior year  reported  sales of $92.3
million.  At constant  exchange  rates,  sales  increased by 10%.  International
markets  continued  to grow  significantly  resulting  in 19%  sales  growth  at
constant  exchange rates.  Sales in domestic markets increased 3% from the prior
year  quarter.  The  increase  in both  international  and  domestic  markets is
primarily due to volume increases in pharmaceutical components,  including ready
to  sterilize  products in domestic  markets and  prefilled  syringe  systems in
international markets.

The Drug  Delivery  Systems  segment  had third  quarter  2002  revenues of $2.0
million compared to prior year third quarter sales of $4.2 million.  The decline
in revenues  is  attributed  to an overall  industry  slowdown  in the  clinical
services  business unit and the absence of current period licensing  revenues in
the drug delivery business unit.

Net sales for the nine  months of 2002 were  $316.3  million  compared to $296.3
million in the prior year period.  At constant  exchange rates,  sales increased
7%. Excluding exchange rate variances, Pharmaceutical Systems segment sales were
9% higher than the prior year, led primarily by increased sales in international
markets.  Prefilled  syringe  systems and a variety of stopper  products are the
main  contributors  to increased  international  sales.  Drug  Delivery  Systems
revenues  decreased $3.5 million solely due to lower  licensing  revenues in the
drug delivery business unit. Year-to-date 2002 revenues in the clinical services
business unit are consistent with those in 2001.

Gross Profit
- ------------
The  consolidated  gross margin for the third  quarter was 25.4%,  compared with
27.6% in the third quarter of 2001.  Pharmaceutical Systems margins decreased to
25.7% compared to 26.8% in the prior year quarter.  Margins in Europe  decreased
primarily because of losses at the Company's plastic device facility,  which are
due to  production  delays and  lower-than-anticipated  demand for its principal
product.  Margins in the North America region are consistent with the prior year
quarter.  Drug Delivery Systems segment margins declined  significantly from the
third quarter of 2001 due to decreased sales in the clinical  services  business
unit and lower licensing revenues in the drug delivery business unit.

The  consolidated  gross  profit  margin  for the  nine-month  period  was 28.2%
compared  with  28.9% in the same  period of 2001.  Higher  margins in the North
America region due to increased sales volumes,  favorable  material yields,  and
lower lab and engineering  costs, were offset by lower margins in Europe.  Lower
margins  in  the  U.K.   plastic   device   facility,   as  well  as  production
inefficiencies caused by capacity constraints at other plants contributed to the
decreased margins in Europe. The production efficiencies are expected to improve
as additional capacity comes on-line during fourth quarter 2002 and in mid-2003.


                                                                        Page 15


Management's Discussion and Analysis of Financial Condition and
- ----------------------------------------------------------------
Results of Operations for the Three Months and Nine Months ended
- ---------------------------------------------------------------
September 30, 2002 versus September 30, 2001, continued
- -------------------------------------------------------


Selling, General and Administrative Expenses
- --------------------------------------------
Selling,  general and administrative expenses were $19.3 million, a $1.0 million
(5%) increase  from the $18.3  million  incurred in the third quarter of 2001. A
$1.3 million  decrease in pension  income and higher  research  and  development
expenses in the drug delivery  business unit were partially offset by a decrease
in incentive and stock-based  compensation  costs and lower information  systems
costs.

For the  nine-month  period  ending  September  30, 2002,  selling,  general and
administrative  expenses  increased $7.1 million (13%) to $61.6  million.  Lower
pension income,  increased  research and development  costs in the drug delivery
business unit and higher information systems costs contributed to the increase.

Restructuring charge (credit)
- -----------------------------
In the third quarter of 2002 the Company recorded a pre-tax restructuring charge
of $9.7  million  ($7.3  million,  or $0.50 per share,  net of tax).  The charge
includes a $5,800 write-off of  construction-in-progress  and a $500 accrual for
contract  termination  fees  related  to the  discontinuance  of  the  Company's
information  systems  implementation  project,  a $2.8 million  impairment of an
investment  in a  genetic  research  technology  company,  and  a  $0.6  million
impairment of the Company's consumer healthcare research business.

For  the  nine-month   period  of  2001, the  Company  recorded  a  net  pre-tax
restructuring  charge of $2.9 million ($1.1 million, or $0.08 per share,  net of
tax). The charge consisted of a second quarter $4.5 million restructuring charge
for the elimination of several mid- and senior level management  positions and a
third quarter $1.6 million  restructuring credit principally related to the sale
of a manufacturing facility held for sale from the 2000 restructuring program.

Other (income) expense
- ----------------------
Other (income)  expense  consists  principally of foreign  exchange  transaction
items and  miscellaneous  equipment  sales.  Third  quarter  2002  other  income
decreased  from the prior year quarter,  primarily due to current period foreign
exchange  transaction losses versus prior period gains in the Company's European
subsidiaries.

The  nine-month  period  for  2002  contains  the  first  quarter  $1.7  million
non-recurring  foreign  currency  exchange  gain on net  assets  denominated  in
non-peso currencies due to the devaluation of the Argentine peso.

                                                                Page 16

Management's Discussion and Analysis of Financial Condition and
- ----------------------------------------------------------------
Results of Operations for the Three Months and Nine Months ended
- ---------------------------------------------------------------
September 30, 2002 versus September 30, 2001, continued
- -------------------------------------------------------

Operating  Profit  (Loss)
- -----------------------
The Company  recorded an  operating  loss for the third  quarter of 2002 of $2.7
million compared to a $10.2 million  operating profit in the third quarter 2001.
Excluding  non-recurring items,  operating profit for the third quarter 2002 was
$7.0  million   compared  to  $8.6  million  in  the  third   quarter  of  2001.
Pharmaceutical  Systems  operating  profit was $13.5  million  compared to $12.6
million in 2001. The increase in operating profit was due to increased  sales in
domestic   and   international   markets,   partially   offset   by   production
inefficiencies  in one of the Company's U.K.  facilities.  Drug Delivery Systems
operating losses of $4.1 million in the third quarter of 2002 compared to losses
of $1.5  million  in 2001.  The  absence of  licensing  revenues  and  increased
research  and  development  spending  in the drug  delivery  unit  were the main
contributors  to the  additional  operating  losses.  Corporate and  unallocated
operating  losses were $12.1  million in 2002  compared to $0.9 million in 2001.
Excluding  non-recurring items,  Corporate and unallocated  operating losses for
2002 were $2.4  million  compared  to $2.5  million  in 2001.  The  decrease  in
Corporate and unallocated operating losses was a result of decreased information
technology and incentive  compensation  costs partially  offset by a decrease in
pension income.

For the nine-month  period,  2002 operating profit was $19.8 million compared to
$28.1  million  for the same  period  of 2001.  Excluding  non-recurring  items,
operating profit was $27.8 million in 2002 and $31.0 million in 2001.  Operating
profit  for  the  nine-month  period  decreased  due to  lower  pension  income,
increased  research and development costs in the drug delivery business unit and
an increase in information technology expenses.

The following table  reconciles  reported  operating  profit (loss) to operating
profit (loss) excluding unusual items:


                                                                     
                                                Three Months Ended            Nine Months Ended
                                                   September 30                  September 30
($ in millions)                                  2002          2001            2002        2001
                                              --------      --------        --------    --------
Operating profit (loss), as reported          $  (2.7)      $  10.2         $  19.8     $  28.1

Restructuring charge (credit)                     9.7          (1.6)            9.7         2.9

Foreign currency exchange gain                      -             -            (1.7)          -
                                              --------      --------        --------    --------
Operating profit, excluding unusual items     $   7.0       $   8.6         $  27.8     $  31.0



Interest expense, net
- ---------------------
Net interest  costs  declined by $0.8 million  compared to the third  quarter of
2001 and $2.3 million for the  nine-month  period.  The decrease in both periods
was mainly due to the  decrease  in 2002 debt  levels as well as lower  interest
rates.

                                                                  Page 17

Management's Discussion and Analysis of Financial Condition and
- ----------------------------------------------------------------
Results of Operations for the Three Months and Nine Months ended
- ---------------------------------------------------------------
September 30, 2002 versus September 30, 2001, continued
- -------------------------------------------------------

Provision for income taxes
- --------------------------
In the third  quarter of 2002,  the Company  recorded  net tax  benefits of $8.4
million  associated with the 2001 disposition of its contract  manufacturing and
packaging business and the shutdown of a plastic device  manufacturing plant. Of
the total  benefit,  $2.5 million  ($0.17 per share) was recorded in  continuing
operations  and the  remaining  $5.9 million  ($0.41 per share) in  discontinued
operations.  The tax benefit and  related tax refund  resulted  from a change in
U.S. tax law in 2002 related to loss disallowance rules.

Excluding the $2.4 million tax benefit associated with the restructuring  charge
and the unusual tax benefit  noted above,  the  effective tax rate for the third
quarter of 2002 was 38.2%,  compared with the 28.3% used in the third quarter of
2001. The estimated annual tax rate for 2002, excluding  non-recurring items, is
34.2%,  compared with the 32.8% estimated rate used for the nine-month period of
2001. The estimated annual rate for 2002 increased from the estimate used in the
first half of 2002 due to a change in the expected full year  geographic  mix of
earnings.  The increase in the estimated  annual rate resulted in additional tax
expense  of $0.2  million  in the  third  quarter  of 2002.  The full  year 2001
effective tax rate, excluding non-recurring items, was 33%.

Equity in net income (loss) of affiliated companies
- ---------------------------------------------------
Equity in net income (loss) of  affiliated  companies was a $0.4 million loss in
the third  quarter of 2002  compared  to  breakeven  results  for the prior year
quarter.  The  decrease  is mainly due to the $0.8  million (or $0.06 per share)
charge recorded by the Company for  restructuring  costs of one of its 49% owned
Mexican affiliates.  The charge represented  severance costs for the termination
of  approximately  123 people.  This charge was  partially  offset by  increased
earnings from Daikyo Seiko,  Ltd., a Japanese company in which the Company has a
25%  ownership  interest.  Earnings  from  Daikyo  for the three and  nine-month
periods of 2002 were up as a result of  increased  sales  growth in European and
U.S.  markets.  Excluding the impact of the severance  charge,  results from the
Company's Mexican affiliates were consistent with those in the third quarter and
nine-month periods of 2001.

Discontinued Operations
- -----------------------
In November  2001,  the Company sold its contract  manufacturing  and  packaging
business  located in  Lakewood,  NJ.  The  results  of this  business  have been
reflected as discontinued operations in the accompanying  consolidated financial
statements.

As noted above, a 2002 change in U.S. tax loss  disallowance  rules  generated a
$5.9  million  ($0.41  per  share) tax  benefit  connected  with the sale of the
contract manufacturing and packaging business.  This tax benefit was recorded in
discontinued operations in the third quarter of 2002.

At December  31, 2001 the Company was required to hold $4.3 million of the sales
proceeds in trust for the repayment of certain debentures issued by the contract
manufacturing  and  packaging  business,  which  became due and payable upon the
sale.  These  debentures were repaid in the first quarter of 2002 resulting in a
$0.4 million ($0.03 per share) net of tax charge,  which was included in loss on
disposal of discontinued operations.

                                                                  Page 18

Management's Discussion and Analysis of Financial Condition and
- ----------------------------------------------------------------
Results of Operations for the Three Months and Nine Months ended
- ---------------------------------------------------------------
September 30, 2002 versus September 30, 2001, continued
- -------------------------------------------------------

Net Income
- ----------
Net income  for the third  quarter of 2002 was $3.6  million  ($.25 per  share),
compared to $5.9 million ($.41 per share), in the third quarter 2001. Net income
for the nine-month period of 2002 was $15.0 million ($1.04 per share),  compared
to $14.4 million ($1.00 per share)for the 2001 nine-month period.  The following
table  reconciles  reported  earnings per share to earnings per share  excluding
unusual items:


                                                                         
                                                      Three Months Ended       Nine Months Ended
                                                         September 30             September 30
                                                       2002       2001          2002       2001
                                                      -------    -------       -------    -------
Earnings per share, as reported                       $ 0.25     $ 0.41        $ 1.04     $ 1.00

Restructuring charge (credit)                         $ 0.50     $(0.12)       $ 0.50     $ 0.08

Foreign currency exchange gain                             -          -        $(0.05)         -

Non-recurring charge of equity affiliate              $ 0.06          -        $ 0.06          -

Unusual tax benefit                                   $(0.17)         -        $(0.17)         -

Discontinued operations                               $(0.41)    $(0.01)       $(0.38)    $(0.04)
                                                      -------    -------       -------    -------
Earnings per share, excluding unusual items           $ 0.23     $ 0.28        $ 1.00     $ 1.04


Average common shares outstanding were 14.5 million in the third quarter of 2002
compared to 14.3  million in the third  quarter of 2001.  The increase in shares
outstanding  is mainly the result of employee  stock option  exercises.  Average
common shares  outstanding for the nine-month  period of 2002 were 14.4 million,
compared to 14.3 million in 2001.

FINANCIAL CONDITION
- -------------------
Working  capital at  September  30,  2002 was $79.6  million  compared  to $83.2
million at December 31, 2001.  The working  capital  ratio at September 30, 2002
was 2.1 to 1. Accounts receivable increased slightly, reflecting the increase in
September 2002 sales levels versus December  2001.  Days sales  outstanding were
consistent  with 2001.  Cash flows from  operations  for the  nine-month  period
increased  from the prior year due to  improved  sales as well as the receipt of
significant tax refunds.  Low fourth quarter 2000 sales negatively impacted 2001
cash flows.

For the nine-month  period,  capital  spending was $30.2 million,  primarily for
facility  expansions at two European plants,  expenditures for tooling projects,
new equipment  purchases and  equipment  upgrades used in the  production of new
products,   and  costs  associated  with  the  information   technology   system
implementation. Full year 2002 capital spending is projected to be approximately
$40.0 million.  The Company paid cash dividends totaling $8.2 million ($0.57 per
share) during the nine-month period of 2002.

Debt as a percentage of total invested capital (debt plus shareholders'  equity)
at September  30, 2002 was 47.9%  compared to 52.2% at December  31, 2001.  Debt
levels decreased by $14.9 million due to improved  internal  utilization of cash
as well as the receipt of the previously mentioned tax refund.

                                                                  Page 19

Management's Discussion and Analysis of Financial Condition and
- ----------------------------------------------------------------
Results of Operations for the Three Months and Nine Months ended
- ---------------------------------------------------------------
September 30, 2002 versus September 30, 2001, continued
- -------------------------------------------------------

Total shareholders'  equity was $193.7 million at September 30, 2002 compared to
$176.8 million at December 31,  2001.  The increase in equity was due to current
year net income,  positive currency  translation  adjustments and employee stock
option exercises, partially offset by dividend payments.

The Company believes that its financial condition,  capitalization structure and
expected income from operations will be sufficient to meet the Company's  future
expected cash  requirements,  at least through 2005, at which time the Company's
revolving  credit  facility  becomes  due. The Company  fully  expects to obtain
similar credit facilities at that time.

Accounting Changes
- ------------------
Effective  January 1, 2002, the Company adopted Financial  Accounting  Standards
Statement No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142
eliminated the previous  requirement to amortize  goodwill and  indefinite-lived
intangible assets. Instead, goodwill and intangible assets with indefinite lives
are  tested  for  impairment  on at least an annual  basis or sooner if an event
occurs  which  indicates  that  there  could  be  impairment.  The  Company  has
determined its reporting units to be each of the four geographic  regions in the
Pharmaceutical Systems Segment, the drug delivery business unit and the clinical
services  business unit. The first step of the impairment test compares the fair
value of a reporting unit to its carrying  amount,  including  goodwill.  If the
carrying amount of the reporting unit exceeds its fair value, the second step is
performed.  The second step compares the carrying  amount of the goodwill to its
implied fair value.  The implied fair value is determined by allocating the fair
value of the reporting unit to all of the assets and liabilities of that unit as
if the reporting unit had been acquired in a business  combination  and the fair
value of the reporting unit was the purchase price paid to acquire the reporting
unit.  The  excess of the fair  value of the  reporting  unit  over the  amounts
assigned to its assets and liabilities is the implied fair value of goodwill. If
the fair value of the goodwill is less than the carrying  amount,  an impairment
loss is recorded. The Company performed an impairment test of its goodwill as of
January 1, 2002 and  determined  that no  impairment  of the  recorded  goodwill
existed.  As required by the statement,  the Company did not record amortization
expense for goodwill in 2002 compared to the $0.3 million and $0.9 million,  net
of tax, recorded in the prior year quarter and nine-month periods.

New Accounting Standards
- -----------------------
In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections"
("SFAS  145").   SFAS  145,   clarifies  and  simplifies   existing   accounting
pronouncements.  Statement No. 145 rescinds SFAS 4, "Reporting  Gains and Losses
from  Extinguishment  of  Debt",  which  required  all  gains  and  losses  from
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item,  net of the  related  income tax effect.  As a result,  the
criteria in APB Opinion 30 will now be used to classify  those gains and losses.
SFAS 64,  "Extinguishments of Debt Made to Satisfy  Sinking-Fund  Requirements",
amended SFAS 4, and is no longer  necessary  because SFAS 4 has been  rescinded.
SFAS 145 amends SFAS 13, "Accounting for Leases",  to require that certain lease
modifications that have economic effects similar to sale-leaseback  transactions
be  accounted  for in the same manner as  sale-leaseback  transactions.  Certain
provisions of SFAS. 145 are effective for fiscal years  beginning  after May 15,
2002, while other provisions are effective for transactions  occurring after May
15, 2002. The adoption of SFAS 145 is not expected to have a significant  impact
on the Company's results of operations, financial position or cash flows.


                                                                       Page 20

Management's Discussion and Analysis of Financial Condition and
- ----------------------------------------------------------------
Results of Operations for the Three Months and Nine Months ended
- ---------------------------------------------------------------
September 30, 2002 versus September 30, 2001, continued
- -------------------------------------------------------

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal Activities" ("SFAS 146"), which addresses the recognition,
measurement, and reporting of costs associated with exit or disposal activities,
and supercedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity
(including  Certain  Costs  Incurred in a  Restructuring)"  ("EITF  94-3").  The
principal  difference between SFAS 146 and EITF 94-3 relates to the requirements
for  recognition of a liability for a cost  associated  with an exit or disposal
activity.  SFAS 146 requires that a liability for a cost associated with an exit
or disposal activity,  including those related to employee  termination benefits
and obligations  under operating leases and other contracts,  be recognized when
the  liability  is  incurred,  and  not  necessarily  the  date  of an  entity's
commitment to an exit plan, as under EITF 94-3. SFAS 146 also  establishes  that
the initial  measurement  of a liability  recognized  under SFAS 146 be based on
fair  value.  The  provisions  of SFAS 146 are  effective  for exit or  disposal
activities that are initiated  after December 31, 2002,  with early  application
encouraged. The Company expects to adopt SFAS 146, effective January 1, 2003.


Market Risk
- -----------
The  Company is  exposed to various  market  risk  factors  such as  fluctuating
interest rates and foreign  currency rate  fluctuations.  These risk factors can
impact results of operations, cash flows and financial position. These risks are
managed  periodically with the use of derivative  financial  instruments such as
interest rate swaps and forward exchange  contracts.  In accordance with Company
policy, derivative financial instruments are not used for speculation or trading
purposes.

Forward-Looking  Information
- ---------------------------
Certain  statements  in  this  report,  including  management's  discussion  and
analysis, that are not historical are  "forward-looking  statements"  within the
meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  The words
"estimate",  "expect",  "intend", "believe" and similar expressions are intended
to identify forward-looking statements. These forward-looking statements involve
known and unknown  risks and  uncertainties.  The Company's  actual  results may
differ  materially from those expressed in any forward looking statement and are
dependent on a number of factors including,  but not limited to (1)sales demand,
(2)timing of customers' projects, (3) successful development of proprietary drug
delivery  technologies  and  systems,  (4)regulatory,   licensee  and/or  market
acceptance of products based on those  technologies,  (5)competitive  pressures,
(6)the strength or weakness of the U.S. dollar, (7)inflation, (8)the cost of raw
materials,(9)the availability of credit facilities and (10)statutory tax rates.




                                                                  Page 21


       Item 3. Quantitative and Qualitative Disclosure About Market Risk
               ---------------------------------------------------------

               The  information  called for by this item is included in the text
               appearing  in Item 2  "Management's  Discussion  and  Analysis of
               Financial Condition and Results of Operations-Market Risk".

       Item 4. Controls and Procedures
               -----------------------

       (a)     In September 2002 the Company formed a Disclosure Committee whose
               members include the Chief  Executive  Officer and Chief Financial
               Officer,  among  other  members  of  management.  The  Disclosure
               Committee's  procedures  are  considered  by the Chief  Executive
               Officer  and  Chief   Financial   Officer  in  performing   their
               evaluations of the Company's  disclosure  controls and procedures
               and in assessing the accuracy and  completeness  of the Company's
               disclosures.

       (b)     The Company's Chief Executive Officer and Chief Financial Officer
               have evaluated the  effectiveness  of the design and operation of
               the  Company's  disclosure  controls and  procedures  (as defined
               under Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of
               1934,  as amended)  as of a date within  ninety days prior to the
               filing date of this report. Based upon that evaluation, our Chief
               Executive Officer and Chief Financial Officer have concluded that
               the Company's disclosure controls and procedures are adequate and
               effective.

       (c)     There were no  significant  changes in  internal  controls  or in
               other  factors  that could  significantly  affect  the  Company's
               internal  controls  subsequent  to the  date  of  the  evaluation
               referenced above.


Part II - Other Information



      Item 6. Exhibits and Reports on Form 8-K
              --------------------------------

      (a)      See Index to Exhibits on pages F-1 and F-2 of this Report.

      (b)      On August 29, 2002,  the Company  filed a Current  Report on Form
               8-K. Under Item 9 of that Report,  the Company disclosed pursuant
               to Regulation FD that the Company's President and Chief Executive
               Officer and the  Company's  Vice  President  and Chief  Financial
               Officer  delivered to the  Securities  and Exchange  Commission a
               certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant  to Section  906 of the  Sarbanes-Oxley  Act.  Copies of
               those certifications were filed as Exhibits to the Report.

               On August 29, 2002,  the Company  filed a Current  Report on Form
               8-K. Under Item 5 of that Report the Company  provided  five-year
               summary financial information that reflected disclosures required
               by paragraph 61 of SFAS 142.






                                                                       Page 22

                                   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 thereunto duly authorized.

                                    WEST PHARMACEUTICAL SERVICES,INC.
                                    -----------------------------------
                                    (Registrant)




November 14, 2002                   /s/ Linda R. Altemus
- -----------------                   -----------------------------------------
Date                                Linda R. Altemus
                                    Vice President and Chief Financial Officer


                                                                        Page 23
CERTIFICATION

I, Donald E. Morel, Jr. Ph.D, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of West  Pharmaceutical
     Services, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer   and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;


5.   The registrant's other certifying  officer  and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  November 14, 2002                 /s/ Donald E. Morel, Jr. Ph.D
       -----------------                 --------------------------------------
                                         Donald E. Morel, Jr. Ph.D.
                                         President and Chief Executive Officer




                                                                        Page 24

CERTIFICATION

I, Linda R. Altemus, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of West  Pharmaceutical
     Services, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer   and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;


5.   The registrant's other certifying  officer  and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   November  14, 2002          /s/ Linda R. Altemus
        ------------------          ------------------------------------------
                                    Linda R. Altemus
                                    Vice President and Chief Financial Officer


                                INDEX TO EXHIBITS
Exhibit
Number


(3) (a)        Amended and  Restated  Articles of  Incorporation  of the Company
               through  January 4, 1999  incorporated  by  reference  to Exhibit
               (3)(a) of the  Company's  Annual Report on Form 10-K for the year
               ended December 31, 1998 (File No. 1-8036).

(3) (b)        Bylaws of the  Company,  as amended  through  October  27,  1998,
               incorporated by reference to Exhibit (3)(b) to the Company's Form
               10-Q for the quarter ended September 30, 1998 (File No. 1-8036).

(4)            Miscellaneous  long term debt  instruments  and  credit  facility
               agreements of the Company,  under which the underlying authorized
               debt is equal to less than ten percent of the total assets of the
               Company and its subsidiaries on a consolidated  basis, may not be
               filed as  exhibits  to this  report  pursuant  to Section (b) (4)
               (iii) A of Item 601 of Reg S-K. The Company  agrees to furnish to
               the  Commission,   upon  request,  copies  of  any  such  unfiled
               instruments (File No. 1-8036).

(4) (a)        Form of  stock  certificate  for  common  stock  incorporated  by
               reference to Exhibit (4) (a) of the  Company's  Annual  Report on
               Form 10-K for the year ended December 31, 1998 (File No. 1-8036).

(4)(a)(1)      Article 5, 6, 8(c) and 9 of the Amended and Restated  Articles of
               Incorporation  of  the  Company,  incorporated  by  reference  to
               Exhibit  (3)(a) of the  Company's  Annual Report on Form 10-K for
               the year ended December 31, 1998 (File No. 1-8036).

(4)(a)(2)      Article  I and V of  the  Bylaws  of  the  Company,  as  amended,
               incorporated by reference to Exhibit (3)(b) to the Company's Form
               10-Q for the quarter ended September 30, 1998 (File No. 1-8036).

(4) (b)        Note  Purchase   Agreement  dated  as  of  April  8,  1999  among
               the Company and the insurance  companies identified on a schedule
               thereto,  incorporated  by  reference  to  Exhibit  (4)(b) of the
               Company's  Form 10-Q for the  quarter  ended  September  30, 2000
               (File No. 1-8036).

(4) (c)        Credit  Agreement,  dated as of July 26, 2000 among the  Company,
               the  banks  and  other  financial  institutions  identified  on a
               schedule thereto, and PNC Bank, N.A., as agent for the banks (the
               "Credit Agreement"), incorporated by reference to Exhibit (4) (c)
               of the Company's  Form 10-Q for the quarter  ended  September 30,
               2000 (File No. 1-8036).

(4) (c) (1)    First  Amendment  dated as of September  14, 2000,  to the Credit
               Agreement, incorporated by reference to Exhibit(4) (c) (1) of the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 2001 (File No. 1-8036).

(4) (c) (2)    Second  Amendment  dated as of November 17,  2000,  to the Credit
               Agreement,  incorporated  by  reference to Exhibit (4) (c) (2) of
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 2001 (File No. 1-8036).




                                      F - 1



                                INDEX TO EXHIBITS
Exhibit
Number


(4) (c) (3)    Joinder and Assumption  Agreement  dated as of February 28, 2001,
               with respect to the Credit  Agreement,  incorporated by reference
               to Exhibit  (4) (c) (3) of the  Company's  Annual  Report on Form
               10-K for the year ended December 31, 2001 (File No. 1-8036).

(4) (c) (4)    Third  Amendment  dated as of  February  28,  2001 to the  Credit
               Agreement,  incorporated  by  reference to Exhibit (4) (c) (4) of
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 2001 (File No. 1-8036).

(4) (c) (5)    Fourth  Amendment  dated  as of  July  13,  2001  to  the  Credit
               Agreement,  incorporated  by reference to Exhibit (10) (a) of the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               September 30, 2001.

(4) (c) (6)    Extension  Agreement  dated as of  January  5, 2001 to the Credit
               Agreement,  incorporated  by  reference to Exhibit (4) (c) (6) of
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 2001 (File No. 1-8036).

(4) (c) (7)    Fifth  Amendment  dated  as  of  July  17,  2002  to  the  Credit
               Agreement.

(10) (a)       Amendment to Amended and Restated Employment Agreement,  dated as
               of April 30, 2002, between the Company and William G. Little.

(10) (b)       Non-Competition  Agreement,  dated as of April 30, 2002,  between
               the Company and William G. Little.

(10) (c)       Employment  Agreement,  dated as of April 30,  2002,  between the
               Company and Donald E. Morel, Jr.

(10) (d)       Non-Qualified Stock Option Agreement, dated as of April 30, 2002
               between the Company and Donald E. Morel, Jr.

(11)           Not Applicable.

(15)           None.

(18)           None.

(19)           None.

(22)           None.

(23)           Not Applicable.

(99) (a)       Certification  by Donald E.  Morel,  Jr.,  pursuant  to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

(99) (b)       Certification by Linda R. Altemus,  pursuant to 18 U.S.C. Section
               1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
               Act of 2002.



                                     F - 2