UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K

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

                   For the fiscal year ended December 31, 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 offices)              (Zip Code)


         Registrant's telephone number, including area code 610-594-2900
                                                           -------------
           Securities registered pursuant to Section 12(b) of the Act:


 Title of each class           Name of each exchange on which registered
- -----------------------        ------------------------------------------
Common Stock, par value               New York Stock Exchange
   $.25 per share

     Securities registered pursuant to Section 12(g) of the Act:      None
                                                                      ----

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 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X . No .
                                      --- ---
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes     No X.
                                      ---    ---
As of March 20, 2003, the  Registrant had 14,488,069 shares of its Common Stock
outstanding.  The market value of Common  Stock held by  non-affiliates  of the
Registrant as of that date was $304,539,210.

Exhibit Index appears on pages F-1, F-2, F-3, F-4 and F-5.






                       DOCUMENTS INCORPORATED BY REFERENCE
                      ------------------------------------

Documents  incorporated  by reference:  1) portions of the  Registrant's  Annual
Report to  Shareholders  for the  Company's  2002 fiscal year (the "2002  Annual
Report to  Shareholders")  are  incorporated by reference in Parts I and II; and
(2)  portions  of  the  Registrant's  definitive  Proxy  Statement  (the  "Proxy
Statement") are incorporated by reference in Part III.



                                     PART 1

Item 1.  Business.
         --------
West   Pharmaceutical   Services,   Inc. (the  "Company")  applies   value-added
technologies  to the  process of  bringing  new drug  therapies  and  healthcare
products to global markets. The Company's  technologies include drug formulation
research and development,  clinical  research and laboratory  services,  and the
design,  development,  and  manufacture of components and systems for dispensing
and delivering pharmaceutical, healthcare, and consumer products.

The Company is organized into two reportable segments:

1) the Pharmaceutical  Systems segment consists of two regional operating units,
the Americas and Europe/Asia, serving global markets. The Pharmaceutical Systems
segment  designs,  manufactures  and sells  stoppers,  closures,  medical device
components and assemblies made from elastomers, metals and plastics and provides
contract laboratory services for testing injectable drug packaging.

2) the Drug  Delivery  Systems  segment  identifies  and develops  drug delivery
systems  for  biopharmaceutical  and other  drugs to improve  their  therapeutic
performance and/or their method of administration.  This segment also includes a
clinical services  organization which conducts Phase I through Phase IV clinical
trials.

As of December 31, 2002, the Company and its subsidiaries had 4,140 employees.

The Company,  a  Pennsylvania  business  corporation,  was founded in 1923.  The
executive  offices of the Company are located at 101 Gordon  Drive,  PO Box 645,
Lionville,  Pennsylvania  19341-0645,  approximately 35 miles from Philadelphia.
The telephone number at the Company's executive offices is 610-594-2900. As used
in this Item, the term "Company" includes West Pharmaceutical Services, Inc. and
its consolidated subsidiaries, unless the context otherwise indicates.

The Company makes its periodic and current reports available,  free of charge on
its website,  www.westpharma.com,  as soon as reasonably  practicable after such
material is electronically filed with the Securities and Exchange Commission.

                          Pharmaceutical Systems Segment
                           ----------------------------

Pharmaceutical Stoppers
- -----------------------
The  Company  is  one  of  the  world's  largest  manufacturers  of  rubber  and
elastomeric  stoppers for sealing injectable drug vials and other pharmaceutical
containers,  a ranking  that is  supported  by primary  market  research and the
Company's own market resources.  The Company offers several hundred  proprietary
natural  rubber and synthetic  elastomer  formulations,  which are molded into a
variety of stopper sizes,  shapes and colors. The stoppers are used in packaging
serums,  vaccines,  antibiotics,  anesthetics,  intravenous  solutions and other
drugs and solutions.  They are designed and manufactured to assure the integrity
of these solutions throughout the drug product's approved shelf life.

Most stopper  formulations are specially  designed to be compatible with a given
drug formulation so that the drug will remain safe and effective during storage.
New  elastomeric  components must be tested with each drug solution to show that
ingredients  do not leach into the  customer's  product or adversely  affect the
drug's safety and  effectiveness.  The Company's  laboratories  conduct tests to
determine the compatibility of its rubber stoppers with customers' drugs and, in
the United States,  file  formulation and process  information with the Food and
Drug  Administration  ("FDA"),  which is used in support of customers'  new drug
applications.


Rubber stoppers are usually washed,  sterilized  and subjected to other  pre-use
processes  by the customer or a third party before they are fitted on the filled
container.  The Company has  introduced a value-added  line of stoppers that are
pharmaceutically pre-washed and packaged and ready to be sterilized, eliminating
several steps in customers' incoming processes. The Company is also developing a
line of pre-sterilized  stoppers that can be introduced directly into customers'
sterile drug-filling operations.

Metal Seals
- -----------
The Company also offers a broad line of aluminum seals in various sizes, shapes,
and  colors to secure its rubber  stopper  onto the vial and help its  customers
differentiate  and distinguish  its drug  solutions.  The seals are crimped onto
glass or plastic pharmaceutical  containers to hold the rubber stoppers securely
in place.  The top of the aluminum seals often contains  tamper-evident  tabs or
plastic covers,  which must be removed before the drug can be withdrawn.  During
2002,  the  Company  introduced  improvements  in its metal  seals that help the
customer protect against counterfeiting of injectible drug products and maintain
better control and integrity of in-process filled vials prior to final labeling.

Some aluminum  seals are sold with  specially  formulated  rubber or elastomeric
discs  pre-fitted  inside the seal.  These "lined" seals may be placed  directly
onto the  pharmaceutical  container,  thus  eliminating  the need for a separate
stopper.  In recent  years,  the  Company has  expanded  capacity  and  upgraded
production  processes  for metal seal  manufacturing,  clearly  bringing them to
state-of-the-art capability.

Other Products
- ---------------
Other products for the pharmaceutical industry include:

   *      Products used in the packaging of non-injectable  drugs such as rubber
          dropper   bulbs,    plastic    contraceptive   drug   packages,    and
          child-resistant and tamper-evident plastic closures;

   *      Plastic systems used for lyophilized drug reconstitution and delivery,
          which are molded and fabricated in a clean room environment;

   *      Plastic containers,  bottles,  and closures for the consumer,  medical
          device and diagnostic markets;

   *      Elastomeric and plastic components for empty and pre-filled disposable
          syringes such as plungers, tip caps and needle covers;

   *      Blood-collection system components, including vacuum tube stoppers and
          needle  valves,  and a number of specialized  elastomeric  and plastic
          components for blood-analyzing systems and other medical devices;

   *      Closures and fitments used in intravenous drug delivery systems; and

   *      Disposable infant nursers and individual nurser components.

The Company also makes closures for food and beverage  processors,  focusing its
efforts on multiple-piece closures that require high-speed assembly.




Product Development
- --------------------
The  Company  maintains  its own  laboratories  for testing  raw  materials  and
finished goods to assure conformity to customer  specifications and to safeguard
product  quality.  Laboratory  facilities  are also used for  development of new
products.  Engineering  staffs are  responsible  for product and tooling  design
testing,  and for the  design  and  construction  of  processing  equipment.  In
addition, a corporate product development  department develops new packaging and
device concepts.  Approximately 95 professional  employees were engaged in these
activities in 2002.  Development and engineering  expenditures  for the creation
and application of new and improved device products and manufacturing  processes
were approximately $10.6 million in 2002, $10.0 million in 2001 and $9.6 million
in 2000.


                         Drug Delivery Systems Segment
                         ------------------------------

Drug Delivery
- --------------
Since 1993, the Company has been developing  proprietary  drug delivery  systems
for various  drug and  biological  products  for which  alternative  methods and
routes of  administration  might  improve  therapeutic  performance  or the cost
effectiveness of the therapy. In furtherance of that effort, in 1998 the Company
completed the acquisition of DanBioSyst UK Ltd (DBS), a research and development
company  located in Nottingham,  England.  DBS was re-named West  Pharmaceutical
Services  Drug Delivery & Clinical  Research  Center,  Ltd.  (noted as West Drug
Delivery  herein)  in 1999 and its  operations  integrated  with  the  Company's
Lionville based drug delivery development operation.

West Drug Delivery  engages in both  independent and  client-funded  research to
develop  unique  delivery  technologies,  patenting  these where  possible,  and
subject  to any rights  granted  or ceded in  connection  with  client  funding,
retains the rights to exploit the patented  technology.  West Drug  Delivery has
patents or patent  applications  covering a range of delivery  technologies  for
various routes of  administration,  including nasal,  oral and parenteral.  West
Drug Delivery then seeks to license the technologies to pharmaceutical companies
for use in  combination  with  their  drug  products.  Alternatively,  West will
develop  versions of generic drug products,  which  incorporate  its proprietary
delivery  technologies,  and then seek  development  and  marketing  partners or
licensees  for  the  resulting  products.  West  Drug  Delivery  also  maintains
laboratory  capabilities that support client and internal development  projects.
Research and development  expenditures for the drug delivery  business unit were
$10.9 million in 2002, $7.8 million in 2001 and $7.5 million in 2000.

In  2002,  West  Drug  Delivery  Systems  completed  a Phase I trial  for  nasal
calcitonin and continued the  development of proprietary  formulations  based on
the Company's  patented  chitosan-based  nasal delivery system  (ChiSysTM).  The
Company also continued  development of the TargitTM  delivery system,  an orally
administered,  specially  coated,  starch  capsule  designed  to  bypass  normal
digestion  and deliver the drug to the colon for local and systemic  effect.  In
addition,   the  Company  funded  studies  related  to  a  near  term  licensing
opportunity  for a  generic  version  of a  popular  nasally  delivered  allergy
product.  The Company  anticipates that the development  work in 2002,  together
with  increased  focus  on its  ChiSysTM  technology,  will  lead to  additional
licensing opportunities in 2003.



Clinical Services
- -----------------
In  April  1999,  the  Company  acquired  the  Clinical   Services  division  of
Collaborative  Clinical Research,  Inc. Clinical Services operates as a business
unit within the Drug Delivery Systems segment.  The Clinical  Services  business
unit consists of an 80-bed clinical  trials research  facility known as the "GFI
Research  Center" in  Evansville,  Indiana.  In addition to performing  clinical
trials, limited contract research services such as protocol writing, case report
form design and various  aspects of early phase project  management are at times
provided to clients.

The GFI Research  Center  performs  human  clinical  trials for  pharmaceutical,
medical device and consumer  health  products,  which are conducted on behalf of
applicants seeking marketing approval for their products.  In the pharmaceutical
arena,  the GFI  Research  Center  conducts  Phase I through  Phase IV  clinical
research trials covering a broad range of therapeutic applications.

In  conducting  the trials,  the GFI Research  Center  contracts  with  licensed
physicians who oversee the administration of individual trials. In addition, the
Institutional  Review Board  ("IRB"),  an  independent  committee  that includes
medical and  non-medical  personnel  charged with protecting the safety of study
subjects, provides review of both study protocols and trial administration.  The
GFI  Research  Center  employs a staff of  approximately  100 people,  including
nurses, medical technicians and other support staff.

The Company may be subject to claims  arising from the personal  injury or death
of persons participating in clinical trials, the professional malpractice of the
physicians  with whom the  Company  has  contracted  or the  actions  of its own
employees in conducting  the trials.  The Company  believes that these risks are
mitigated  by several  factors.  First,  physicians  who perform the studies are
required to carry their own  malpractice  insurance.  Second,  review by the IRB
helps to ensure the  protection of subjects  enrolled in the trial.  Third,  all
study  subjects  are  required  to sign  an  informed  consent  prior  to  their
participation in a particular study. Finally,  regulations governing the conduct
of  clinical   trials  and  the   protection  of  human  subjects  place  shared
responsibility  for proper study conduct and the  protection  of study  subjects
onto the principal investigator,  the IRB and the trial site. Extensive training
programs  are  conducted  at the site  involving  investigators,  staff  and IRB
members regarding their respective  responsibilities  in the conduct of clinical
research.

To further  reduce its  exposure to  liability,  the Company  typically  obtains
indemnification from the trial sponsors.  However, the indemnification  excludes
actions by the Company such as negligence or  misconduct,  and the terms of each
indemnification provision may vary.

Government Regulation
- ---------------------
The FDA extensively regulates the research,  development,  testing, manufacture,
labeling, promotion, advertising,  distribution and marketing of drugs under the
Food,  Drug and Cosmetic Act. The Company's  businesses are involved in a number
of activities regulated by the FDA.

The Company's drug packaging components, including stoppers, seals and syringes,
are used to package drug products that are regulated by the FDA. To  accommodate
the needs of its customers,  which  manufacture drug products,  the Company must
maintain detailed written procedures for the receipt,  identification,  storage,
handling,  sampling,  testing and approval or rejection of its products.  Before
shipment,  samples from each lot of  components  must be tested for  conformance
with applicable written  requirements.  Manufacturing  facilities must establish
and conform to written  procedures for production and process  controls and must
create and retain records for a specified period of time.



The Company's  contract  laboratory,  which performs  certain  services for drug
manufacturers,  is subject to the FDA's  current  good  manufacturing  practices
("cGMP")  regulations.  It must also register as a contract  laboratory with the
FDA and is subject to  periodic  inspections  by the FDA.  The Drug  Enforcement
Administration  has  licensed  the  contract  laboratory  to  handle  and  store
controlled substances.

The FDA  regulates  the work of the GFI  Research  Center  in  certain  clinical
trials.  GFI must comply with the FDA's  regulations  applicable to activities a
sponsor  of  certain  trials  delegates  to it,  such as  recruitment  of  study
subjects, documentation of the study and conducting and monitoring the trial. In
addition, the FDA regulates the conduct and activities of GFI's IRB.

To be  approved  for  marketing  in the United  States,  drugs  must  undergo an
extensive  development and approval  process  designed to ensure that only those
products  proven to be safe and effective are made  available to the public.  As
part  of  that  process,  applicants  seeking  approval  must  conduct,  through
hospitals and other clinical research facilities,  a series of clinical tests of
the drug on humans. These clinical trials involve the administration or use of a
drug in progressively larger populations of human volunteers, and in some cases,
over long  periods  of time and in higher  doses.  Human  clinical  trials are a
critical  component  of the  drug  development  process  as the  FDA's  ultimate
approval for  marketing of an  applicant's  drug will depend in large measure on
the data and information obtained during the clinical trial work.

Clinical trials involve the administration of the investigational  drug to human
subjects under the supervision of qualified  investigators.  Clinical trials are
conducted under protocols  detailing the objectives of the study, the parameters
to be used in monitoring safety, and the effectiveness criteria to be evaluated.
Each  protocol must be submitted to the FDA as part of the  investigational  new
drug exemption.

Clinical  trials  typically are conducted in three  sequential  phases,  but the
phases may overlap or be  combined.  Each trial must be reviewed and approved by
the IRB before it can begin.  Phase I usually involves the initial  introduction
of  the  investigational  drug  into  people  to  evaluate  its  safety,  dosage
tolerance,  pharmacodynamics,  and, if possible,  to gain an early indication of
its  effectiveness.  Phase II  usually  involves  trials  in a  limited  patient
population to evaluate the  appropriate  dosage and dosage  tolerance;  identify
possible  adverse  effects and safety  risks;  and  preliminarily  evaluate  the
efficacy of the drug for specific indications.

Phase III trials usually further evaluate clinical efficacy and test further for
safety by using the drug in its final form in an  expanded  patient  population.
The FDA  sometimes  requires  Phase IV studies to be conducted  after a drug has
been  approved for  marketing.  These  studies are used to monitor the long-term
risks and  benefits of a  particular  drug,  to study the effect of  alternative
dosage  levels,  or to  evaluate  the safety and  efficacy of a drug in targeted
patient populations.

Recent Developments
- -------------------
On January 29, 2003, an explosion  and fire  occurred at the Company's  Kinston,
N.C.  plant.  Six people lost their  lives and many  others were  injured in the
accident, which caused substantial damage to the building, machinery,  equipment
and  inventories.  See Note 21 "Subsequent  Event" of the Notes to Consolidated
Financial  Statements  of the 2002 Annual Report to  Shareholders,  incorporated
herein by reference.



In December 2002 the Company sold its consumer healthcare research unit for $2.0
million to Concentrics  Research,  LLC, a company formed by the former  employee
management team and Bindley Capital Partners,  LLC. During 2002 but prior to the
sale of the business,  the Company recorded a goodwill impairment charge of $0.6
million;  as a  result,  there was no gain or loss  recorded  on the sale of the
business.

In 2001, the Company sold all the operating assets of its contract manufacturing
and packaging  business  unit to DPT  Lakewood,  Inc. for a sales price of $29.8
million,  consisting  of $28.0  million in cash and a $1.8  million  note due in
2003.  The sale  resulted in a loss on disposal of $25.2  million,  or $1.76 per
share.

For additional information see Note 2 "Discontinued  Operations" of the Notes to
Consolidated  Financial  Statements of the 2002 Annual  Report to  Shareholders,
incorporated herein by reference.

Order Backlog
- -------------
At  December  31,  2002, the  Pharmaceutical  Systems segment order backlog  was
approximately $119 million,  all of which is expected to be filled during fiscal
year 2003,  compared with  approximately  $105 million at the end of 2001. Order
backlog in this segment includes firm orders placed by customers for manufacture
over a period of time according to a customer's schedule or upon confirmation by
the customer. The Company also has contractual arrangements with a number of its
customers, and products covered by these contracts are included in the Company's
backlog only as orders are received from those customers.

Drug  Delivery  Systems  segment  backlog,  which is  primarily  related  to the
clinical  services  business  unit,  consists  of  signed  contracts  yet  to be
completed.  Contracts included in backlog are subject to termination or delay at
any time and therefore the backlog is not necessarily a meaningful  predictor of
future  results.  Delayed  contracts  remain  in  the  Company's  backlog  until
cancelled.  As of December 31, 2002, the Drug Delivery  Systems  segment backlog
was $1.3  million,  of which $1.1 million is expected to be filled during fiscal
year 2003; at December 31, 2001 the backlog was $2.0 million.

Raw Materials
- -------------
The  Company  uses  three  basic  raw  materials  in  the   manufacture  of  its
Pharmeutical Systems products: elastomers, aluminum and plastic. The Company has
been receiving  adequate supplies of raw materials to meet its production needs,
and it foresees no significant availability problems in the near future.

The Company is  pursuing a supply  chain  management  strategy,  which  involves
purchasing from  integrated  suppliers that control their own sources of supply.
This  strategy  has reduced  the number of raw  material  suppliers  used by the
Company.  In some cases,  the Company will purchase raw materials  from a single
source to assure  quality and reduce costs.  This  strategy  increases the risks
that the Company's  supply lines may be  interrupted  in the event of a supplier
production problem. These risks are managed by selecting suppliers with multiple
manufacturing sites, rigid quality control systems, surplus inventory levels and
other methods of maintaining supply in case of interruption in production.

Patents, Trademarks and Proprietary Rights
- ------------------------------------------
The  Company's  policy is to apply for  patent  protection  for the  technology,
inventions and improvements deemed important to the success of its business. The
Company  also  relies  upon  trademarks,  trade  secrets,  know-how,  continuing
technological  innovations and licensing  opportunities  to maintain and further
develop its competitive position.



It is also the  Company's  policy to require  that  employees  and  consultants,
outside scientific  collaborators,  sponsored researchers and other advisors who
receive confidential  information,  execute confidentiality  agreements upon the
commencement of employment or consulting  relationships.  The agreements provide
that all inventions by an employee shall be the Company's property.

The Company's  patents,  trademarks  and  proprietary  rights that relate to the
Pharmaceutical  Systems Segment have been useful in  establishing  the Company's
market share and in the growth of the  Company's  business,  and are expected to
continue  to be of  value in the  future,  especially  in view of the  Company's
continuing development of its own proprietary products in this segment. Although
of  importance  in the  aggregate,  the Company  does not  consider  its current
Pharmaceutical  Systems  segment  business  or  its  earnings  to be  materially
dependent on any single patent, trademark or proprietary right.

The  Company's  Drug Delivery  Segment has acquired a  significant  portfolio of
patents,   pending  patent  applications  and  related  proprietary  rights  for
inventions  relating to drug delivery systems technology  developed primarily at
its  Nottingham,  England  research  facility.  While this  portfolio  has not
produced  significant  tangible  income to the  Company in the past year,  it is
expected to be of major value to this segment going forward, particularly in the
areas of  attracting  and  developing  strategic  alliances  with  ethical  drug
manufacturers  seeking proprietary  systems for delivery of their products,  and
then developing, selling and licensing the Company's proprietary systems for use
with the products of these manufacturers.

Major Customers
- ---------------
The   Company   provides   components   and/or   contract   services   to  major
pharmaceutical, biotechnology and hospital supply/medical device companies, many
of which have several divisions with separate purchasing  responsibilities.  The
Company  also  provides  clinical  research to full  service  contract  research
organizations.  The Company  distributes  its products  and  services  primarily
through its own sales force but also uses  regional  distributors  in the United
States and in the Asia/Pacific region.

Becton  Dickinson  and Company  ("BD")  accounted for  approximately  13% of the
Company's 2002  consolidated  net sales.  The principal  products sold to BD are
synthetic  rubber,  natural  rubber,  metal and plastic  components used in BD's
disposable and pre-filled syringes and blood sampling and analysis devices.  The
Company expects to continue as a major BD supplier.

Excluding BD, the next ten largest customers  accounted for approximately 31% of
the  Company's  consolidated  net  sales in 2002  but no one of these  customers
accounted for more than 4% of 2002 consolidated net sales.

Competition
- -----------
The Company competes with several  companies,  some of which are larger than the
Company,  across its major  Pharmaceutical  Systems  product lines. In addition,
many  companies  worldwide  compete  with the  Company for  business  related to
specific product lines.  However,  the Company believes that it supplies a major
portion of the U.S. market  requirements for pharmaceutical  elastomer and metal
packaging components and also has a significant share of the European market for
these components.

Because of the special nature of these products,  competition is based primarily
on product design and performance,  although total cost is becoming increasingly
important as  pharmaceutical  companies  continue with  aggressive  cost control
programs across their entire operations.  Competitors often compete on the basis
of  price.  The  Company   differentiates  itself  from  its  competition  as  a
"full-service"  supplier that is able to provide pre-sale  compatibility studies
and other services and  sophisticated  post-sale  technical  support on a global
basis.



The  Company  competes  against  numerous  competitors  in the field of  plastic
closures for consumer  products.  Many of these  competitors are larger than the
Company and command significant market shares. The Company differentiates itself
through its expertise in high-speed assembly of multiple-piece closure systems.

The clinical  research  industry is highly  fragmented  and comprised of several
large full-service  Contract Research  Organizations (CROs), many small CROs and
limited service  providers.  The major  competitors in the industry  include the
research departments of pharmaceutical companies.

Many  companies   provide   proprietary   drug  delivery   technologies  to  the
pharmaceutical and biotechnology markets.  However, unlike West, the majority of
these companies are focused on a single route of drug  administration,  and very
few have capabilities  necessary to take drug products through all stages of the
development process and commercial manufacture. The three largest companies, the
market leaders, have multiple-delivery technologies, but their strong franchises
are  in  oral,   controlled-release   delivery  systems.  West's  drug  delivery
technologies,  none of which is currently in commercial production,  are in less
competitive segments that do not compete with the market leaders.

Environmental Regulations
- --------------------------
The Company is subject to applicable  federal,  state, local and foreign health,
safety  and  environmental  laws,   including  those  governing   discharges  of
pollutants  to air  and  water,  the  generation,  management  and  disposal  of
hazardous  materials and wastes and the remediation of contaminated  sites. Some
of  the  Company's  manufacturing  facilities  have  been  issued  environmental
permits/certificates   and  have  implemented  controls  to  prevent  or  reduce
discharges  to  air  and  water.  These   permits/certificates  are  subject  to
modification,  renewal and  revocation by the issuing  authorities.  The Company
believes  that its  operations  are  currently in material  compliance  with all
environmental laws,  regulations and permits.  The Company believes that ongoing
environmental operating and capital expenditures will not be material.

Pursuant to  applicable  state  programs,  the Company is  currently  completing
environmental remediation activities at one current and two former manufacturing
facilities.  Collectively,  the Company has reserved $0.9 million to address the
cost of remediation at these three facilities.

At its former  Technical  Center  facility in  Phoenixville,  Pennsylvania,  the
Company  has fully  characterized  contaminated  soils and is about to  complete
groundwater  characterization  activities.  Upon  completion of the  groundwater
characterization  in 2003, the Company believes that it will be able to obtain a
release of liability from the Commonwealth of Pennsylvania.

The  Company  has  completed  remediation  activities  at  its  former  plastics
manufacturing facility in Wayne, New Jersey. Remaining work on the site involves
re-grading a small area adjacent to the manufacturing  area to comply with state
solid waste  management  regulations.  This work is expected to be  completed in
2003, following which final approval is expected.

At its  current  operating  plant in St.  Petersburg,  Florida,  the Company has
commenced  remediation  activities  for  contaminated  groundwater.  The Company
expects  that this project will be  completed  in 2004,  subject  thereafter  to
periodic monitoring.



International
- -------------
The Company conducts  business in most of the major markets in the world.  Sales
outside of the United States account for  approximately  46% of consolidated net
sales.  Although  the  general  business  process  is  similar  to the  domestic
business,  international  operations are exposed to additional  risks  including
fluctuating  foreign currency exchange rates,  multiple tax  jurisdictions  and,
particularly in Latin and South America,  political and social issues that could
destabilize local markets and affect the demand for the Company's products.

For  additional  information  see  Note 13  "Affiliated  Companies"  and  Note 7
"Segment  Information" of the Notes to Consolidated  Financial Statements of the
2002 Annual Report to Shareholders are incorporated herein by reference.

The Company's  financial  condition and results are impacted by  fluctuations in
exchange-rate markets (See Note 1 "Summary of Significant  Accounting Policies -
Foreign Currency  Translation" and Note 5 "Other Income  (Expense)" of the Notes
to Consolidated  Financial Statements of the 2002 Annual Report to Shareholders,
incorporated herein by reference).  Hedging by the Company of these exposures is
discussed  in Note 1 "Summary  of  Significant  Accounting  Policies - Financial
Instruments" and in Note 16 "Financial Instruments" of the Notes to Consolidated
Financial  Statements  of the 2002 Annual Report to  Shareholders,  incorporated
herein by reference.





Item 2.  Properties.
         -----------
In the Pharmaceutical Systems segment, the Company maintains eight manufacturing
plants and two mold and die production  facilities in the United  States,  and a
total of eight manufacturing  plants and two mold and die production  facilities
in Germany, England, France, Denmark, Brazil and Singapore.  Contract laboratory
services are provided from the Company's Lionville, Pennsylvania facility.

In the Drug  Delivery  Systems  segment,  the  Company  conducts  drug  delivery
research and development in leased facilities located in Lionville, Pennsylvania
and  Nottingham,  England.  Clinical  research  services are provided by the GFI
Research Center from leased space in Evansville, Indiana.

The Company's executive offices,  U.S. research and development center and pilot
plant are located in a leased  facility  at  Lionville,  Pennsylvania,  about 35
miles from Philadelphia. All other company facilities are used for manufacturing
and   distribution,   and   facilities  in  Eschweiler,   Germany,   Montgomery,
Pennsylvania  and Clearwater, Florida, are also used for development  activities
for Pharmaceutical Systems products.

The manufacturing  production  facilities of the Company are well maintained and
are operating generally on a two or three shift basis. The facilities in Germany
and France are both being expanded to meet increased customer demand.

The principal facilities in the United States are as follows:

- -    Approximately  671,000  square  feet of owned and  555,000  square  feet of
     leased  space  in  Pennsylvania,  Florida,  Nebraska,  North  Carolina  and
     Indiana.

The principal international facilities are as follows:

- -    Approximately  809,000 square feet of owned space and 90,000 square feet of
     leased space in Germany, England, Denmark, France, Spain and Italy.

- -    Approximately 250,000 square feet of owned space in Brazil.

- -    Approximately  90,000 square feet of owned space in Singapore.

     Sales office  facilities in separate  locations are leased under short-term
arrangements.


Item 3.  Legal Proceedings.
         -----------------
     On February 24, 2003,  plaintiffs  Terry Ellis,  Rosalie Whitley and Gloria
     Young, on behalf of themselves and a purported class of residents of Craven
     County, North Carolina and the surrounding area, filed a lawsuit naming the
     Company and Thomas Clagon,  its Kinston,  North Carolina plant manager,  as
     defendants.  Plaintiffs  allege negligence and strict liability arising out
     of the explosion at the Company's  Kinston,  North  Carolina plant and seek
     unspecified compensatory and punitive damages. The lawsuit was filed before
     the state court in Craven County, North Carolina.


Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------
None.






Item 4 (a) Executive Officers of the Registrant.
           ------------------------------------

The executive officers of the Company at March 26, 2003 were as follows:


Name                       Age    Business Experience During Past Five Years
- ----                       ---    ---------------------------------------------

Joseph E. Abbott           50     Vice President and Corporate Controller since
                                  April 2002 and Corporate Controller since
                                  December 2000. Previously Director of Internal
                                  Audit.

Linda R. Altemus           51     Vice President and Chief Financial Officer
                                  since March 2002;  Vice President, Finance and
                                  Administration from June 2001 to March 2002;
                                  Chief Information  Officer from June 2000 to
                                  June 2001;  Vice President, Management
                                  Information Systems from March 1999
                                  to June 2000 and Director, Information Systems
                                  from May 1997 to March 1999.

Michael A. Anderson        47     Vice President and Treasurer since June 2001;
                                  Vice President, Finance & Administration  for
                                  Drug Delivery Systems  from  November 1999 to
                                  June 2001; Vice President, Business
                                  Development from April 1997 to October 1999.


Steven A. Ellers           52     President, Pharmaceutical Systems Division
                                  since June 2002; Executive Vice President
                                  from  June 2000 to June 2002; Senior Vice
                                  President and Chief Financial Officer from
                                  March 1998 to June 2000; Group President from
                                  April 1997 to March 1998.

John R. Gailey III         48     Vice President, General Counsel and Secretary.


Herbert L. Hugill          55     President  of the  Americas,  Pharmaceutical
                                  Systems  Division since January 2002;
                                  President, Global Sales and Marketing from
                                  May 2001 until January 2002;  Division
                                  President, Clinical Services from November
                                  1999 until May 2001 and General  Manager of
                                  the Clinical  Services  Group from April 1999
                                  until  November 1999.  Previously Mr. Hugill
                                  served as Chief Operating  Officer of
                                  Collaborative Clinical Research, Inc.

Robert J. Keating          54     President, Europe and Asia Pacific,
                                  Pharmaceutical Systems Division since April
                                  2002; Regional Director Asia Pacific from
                                  June 1998 to April 2002; General Manager from
                                  July 1997 until June 1998.





Name                         Age    Business Experience During Past Five Years
- ----                         ---    --------------------------------------------

William G. Little            60     Chairman of the Board until March 2003;
                                    Chief Executive Officer until April 30, 2002
                                    and President until September 1998.

Richard Luzzi                51     Vice President, Human Resources from June
                                    2002 to present; Vice President, Human
                                    Resources of GS Industries from July 1998
                                    until May 2002.  Previously Mr. Luzzi served
                                    as Vice President of Human Resources of
                                    Lukens, Inc.

Donald E. Morel, Jr., Ph.D.  45     Chairman of the Board since March 2003,
                                    Chief Executive Officer since April 2002 and
                                    President since May 2001; Chief Operating
                                    Officer from May 2001 to April 2002;
                                    Division President, Drug Delivery Systems
                                    from October 1999 to May 2001;  Group
                                    President from April 1998 to October 1999.
                                    Previously Vice President, Scientific
                                    Services.





                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
         ----------------------------------------------------------------------
The Company's  common stock is listed on the New York Stock  Exchange.  The high
and low prices for the stock for each calendar quarter in 2002 and 2001 and full
year 2002 and 2001 were as follows:


                                                         
            First          Second           Third          Fourth
           Quarter         Quarter         Quarter         Quarter          Year
         High   Low      High    Low      High   Low      High   Low     High   Low
2002    30.53  25.00    32.50   27.90    31.99  21.08    24.80  16.25    32.50  16.25
2001    26.16  22.75    27.60   22.80    28.35  23.12    28.30  23.30    28.35  22.75

As of March 20, 2003, the Company had 1,665  shareholders of record.  There were
also 3,046 holders of shares  registered in nominee names.  The Company's common
stock paid a  quarterly  dividend  of $.18 per share in each of the first  three
quarters of 2001;  $.19 per share in the fourth  quarter of 2001 and each of the
first three quarters of 2002; and $.20 per share in the fourth quarter of 2002.

Item 6.   Selected Financial Data.
          -----------------------
Information  with respect to the  Company's  net sales,  income from  continuing
operations,  income (loss) from discontinued  operations,  income per share from
continuing  operations  (basic and assuming  dilution),  income (loss) per share
from discontinued  operations  (basic and assuming  dilution) and dividends paid
per share is incorporated by reference to the line items  corresponding to those
categories under the heading  "Five-Year Summary - Summary of Operations" of the
2002 Annual Report to Shareholders. Information with respect to total assets and
total debt is incorporated by reference to the line items corresponding to those
categories under the heading "Five-Year  Summary - Year-End Financial  Position"
of the 2002 Annual Report to Shareholders.

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.
         ------------------------------------------------------------
The information called for by this Item is incorporated by reference to the text
appearing  in the  "Financial  Review"  section  of the 2002  Annual  Report  to
Shareholders.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk.
         ---------------------------------------------------------
The Company is exposed to market risk from changes in foreign currency  exchange
rates and interest rates. The following describes the nature of these risks. All
debt securities and derivative instruments are considered non-trading.

Foreign Currency  Exchange Risk
- -------------------------------
The  Company  has  subsidiaries   outside  the  United  States   accounting  for
approximately  46% of consolidated  net sales.  Virtually all of these sales and
related operating costs are denominated in the currency of the local country and
translated  into  U.S.  dollars.   Although  the  majority  of  the  assets  and
liabilities  of these  subsidiaries  are in the local currency of the subsidiary
and are therefore  translated into U.S.  dollars,  the foreign  subsidiaries may
hold assets or liabilities not denominated in their local currency.  These items
may give rise to foreign currency  transaction  gains and losses. As a result of
the above,  the  Company's  results of  operations  and  financial  position are
exposed to changing  exchange  rates.  The  Company  periodically  uses  forward
contracts to hedge certain  transactions,  but generally  does not hedge foreign
currency  exposures.  In  order to  minimize  the  effect  of  foreign  currency
fluctuations,  the  Company  attempts  to  pass  foreign  currency  costs  on to
customers through price increases.


Interest Rate Risk
- ------------------
As a result of its  normal  borrowing  activities  the  Company  is  exposed  to
fluctuations in interest rates,  which the Company manages primarily through its
financing activities. The Company has short- and long- term debt with both fixed
and variable  interest rates.  Short-term  debt is primarily  comprised of notes
payable to banks  under lines of credit at variable  interest  rates.  Long-term
debt  consists  of  $100,000  in senior  notes at a fixed rate of  interest  and
revolving credit facilities and other notes at variable rates.

The  Company  also  utilizes  interest  rate  swaps to  minimize  interest  rate
fluctuations  on certain debt obligations.  As of December 31, 2002, the Company
had one interest rate swap.  The swap,  with a notional  amount of 6,950 British
Pound Sterling  ($11,200),  converts variable rate debt to a fixed rate of 7.2%.
The swap expires in October 2003.

The  following  table  summarizes  the Company's  interest  rate risk  sensitive
instruments:


                                                                               
                                                       Expected Maturity Date                December 31, 2002
                                                                                    There-   Carrying     Fair
($ in millions)                         2003     2004     2005     2006     2007    after       Value    Value
                                    ---------------------------------------------------------------------------

Notes Payable and Current
 Portion of Long-term Debt:

U.S. dollar denominated             $    500    $   -    $   -    $   -    $   -   $    -     $   500   $  500
  Average interest rate - fixed          9.1%
BPS denominated                       11,200        -        -        -        -        -      11,200   11,400
  Average interest rate - variable       4.5%
BPS denominated                        3,800        -        -        -        -        -       3,800    3,800
  Average interest rate - variable       5.2%
Euro denominated                         200        -        -        -        -        -         200      200
  Average interest rate - fixed          0.0%
Other denominations                      100        -        -        -        -        -         100      100
  Average interest rate - fixed          2.0%
                                     --------------------------------------------------------------------------
Long-Term Debt:

U.S. dollar denominated                    -        -        -        -        -  100,000     100,000  100,300
  Average interest rate - fixed                                                       6.8%
U.S. dollar denominated                    -        -   38,300        -        -        -      38,300   38,300
  Average interest rate - variable                         2.4%
BPS denominated                            -        -   20,900        -        -        -      20,900   20,900
  Average interest rate - variable                         5.0%
                                     --------------------------------------------------------------------------
Interest Rate Swaps:

Variable to fixed - BPS                  200        -        -        -        -        -         200      200
   Fixed pay rate                        7.2%
                                     --------------------------------------------------------------------------






Item 8.  Financial Statements and Supplementary Data.
         ---------------------------------------------
The  information  called  for by  this  Item is  incorporated  by  reference  to
"Consolidated   Financial   Statements",   "Notes  to   Consolidated   Financial
Statements",  and "Quarterly  Operating and Per Share Data  (Unaudited)"  of the
2002 Annual Report to Shareholders.

Item 9.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure.
         -------------------------------------------------
None.
                                    PART III
Item 10.  Directors and Executive Officers of the Registrant.
          ---------------------------------------------------
Information  called for by this Item is  incorporated  by reference to "PROPOSAL
#1: ELECTION OF DIRECTORS" in the Proxy Statement.

Information  about executive  officers of the Company is set forth in Item 4 (a)
of this report.

Item 11.  Executive Compensation.
          -----------------------
Information   called  for  by  this  Item  is   incorporated   by  reference  to
"COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE  OFFICERS",  "BOARD  COMPENSATION
COMMITTEE REPORT ON EXECUTIVE  COMPENSATION" and "SHAREHOLDER RETURN PERFORMANCE
GRAPH" in the Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
          --------------------------------------------------------------
Information  called for by this Item is  incorporated by reference to "PRINCIPAL
OWNERS OF COMMON  STOCK",  "INFORMATION  ABOUT THE BOARD AND BOARD  COMMITTEES -
Stock Ownership of Directors and Executive  Officers,  Equity  Compensation Plan
Information" in the Proxy Statement.

Item 13.  Certain Relationships and Related Transactions.
          ----------------------------------------------
None

Item 14.  Controls and Procedures.
          -----------------------
In connection with the preparation and filing of the Company's  Quarterly Report
on Form 10-Q for the third quarter of 2002, the Company  established  disclosure
controls and  procedures  (as defined under SEC Rules 13a-14 and 15d-14).  These
controls  and  procedures  are  designed  to,  among other  things,  ensure that
information  required  to be  disclosed  in the  Company's  periodic  reports is
recorded,  processed,  summarized  and  reported on a timely basis and that such
information  is made known to the Company's  Chief  Executive  Officer and Chief
Financial  Officer  (together,   the  "Certifying  Officers")  to  allow  timely
decisions regarding required  disclosure.  As part of this process,  the Company
also  established  a Disclosure  Committee of key  management  from a variety of
functional  areas. The Disclosure  Committee  monitors the Company"s  disclosure
controls and  procedures,  assists the Certifying  Officers in evaluating  their
effectiveness  and  supports  the  Certifying  Officers'  certification  of  the
Company's periodic reports as required by SEC Rule 13a-14 and 15d-14.

The  Certifying  Officers  have  evaluated  the  effectiveness  of the Company's
disclosure  controls and  procedures  within 90 days prior to the filing date of
this report and, based on such  evaluation,  have concluded that such disclosure
controls and procedures are effective.

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 mentioned above. In addition,  no corrective actions were
taken  or  required  with  regard  to  significant   deficiencies   or  material
weaknesses.




PART IV

Item 15.        Exhibits, Financial Statement Schedule and Reports on
                Form 8-K.
                ------------------------------------------------------


(a)1.     The following report and consolidated  financial statements,  included
          in the 2002  Annual  Report to  Shareholders,  have been  incorporated
          herein by reference:

          Consolidated  Statements  of Income for the years ended  December  31,
          2002, 2001 and 2000

          Consolidated  Statements of Comprehensive   Income (Loss)for the years
          ended December 31, 2002, 2001 and 2000

          Consolidated Balance Sheets at December 31, 2002 and 2001

          Consolidated  Statements of  Shareholders'  Equity for the years ended
          December 31, 2002, 2001 and 2000

          Consolidated Statements of Cash Flows for the years ended December 31,
          2002, 2001 and 2000

          Notes to Consolidated Financial Statements

          Report of Independent Accountants

(a)2.     Financial Statement Schedule

          Report of Independent Accountants on Financial Statement Schedule

          To the Board of Directors of West Pharmaceutical Services Inc.:

          Our audits of the consolidated financial statements referred to in our
          report  dated March 3, 2003  appearing  in the 2002  Annual  Report to
          Shareholders  of West  Pharmaceutical  Services Inc. (which report and
          consolidated  financial  statements are  incorporated  by reference in
          this  Annual  Report  on Form  10-K)  also  included  an  audit of the
          financial  statement  schedule  listed in Item  15(a)(2)  of this Form
          10-K.  In our  opinion,  the  financial  statement  schedule  presents
          fairly,  in all material  respects,  the information set forth therein
          when  read in  conjunction  with the  related  consolidated  financial
          statements.


          /s/PricewaterhouseCoopers LLP
          -----------------------------
          PricewaterhouseCoopers LLP
          Philadelphia, Pennsylvania
          March 3, 2003



          Schedule II - Valuation and Qualifying Accounts

          
          
                                                                                    

                                                        Balance at   Charged to                  Balance at
                                                      beginning of    costs and   Translation        end of
                                                            period     expenses   adjustments        period
                                                   --------------------------------------------------------
          Deferred tax asset valuation allowance:

          For the year ended December 31,

                                 2002                     $ 10,700     $ 3,100       $ (4,000)     $  9,800
                                 2001                       10,200        (500)         1,000        10,700
                                 2000                        4,900       1,900          3,400        10,200

          

          All  other   schedules  are  omitted   because  they  are  either  not
          applicable,  not  required  or because  the  information  required  is
          contained in the consolidated financial statements or notes thereto.

(a)3.     See Index to Exhibits on pages F-1, F-2, F-3, F-4 and F-5 of this
          Report.

(b)       Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter ended December
          31, 2002.

(c)       The  exhibits  are listed in the Index to Exhibits on pages F-1,  F-2,
          F-3, F-4 and F-5 of this Report.

(d)       Financial  Statements  of affiliates  are omitted  because they do not
          meet the tests of a significant subsidiary at the 20% level.










                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, West Pharmaceutical Services, Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


WEST PHARMACEUTICAL SERVICES, INC.
(Registrant)



By: /s/ Linda R. Altemus
- -----------------------------------------------
Linda R. Altemus
Vice President and Chief Financial Officer



March 26, 2003
- --------------------------------------------
Date





Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.




                                                                    

      Signature                                Title                            Date
      ---------                                ------                          -------

 /s/ Donald E. Morel, Jr., Ph.D.        Director, President,                March 26, 2003
- --------------------------------        Chief Executive Officer
Donald E. Morel, Jr., Ph.D.             and Chairman of the Board
                                        (Principal Executive Officer)


 /s/ Joseph E. Abbott                   Vice President and                  March 26, 2003
- -------------------------------         Corporate Controller
Joseph E. Abbott                        (Principal Accounting Officer)


 /s/ Tenley E. Albright                 Director                            March 26, 2003
- -------------------------------
Tenley E. Albright *


 /s/ Linda R. Altemus                   Vice President and                  March 26, 2003
- -------------------------------         Chief Financial Officer
Linda R. Altemus                        (Principal Financial Officer)


 /s/ John W. Conway                     Director                            March 26, 2003
- -------------------------------
John W. Conway*


 /s/ George W. Ebright                  Director                            March 26, 2003
- -------------------------------
George W. Ebright*


 /s/ L. Robert Johnson                  Director                            March 26, 2003
- -------------------------------
L. Robert Johnson*


 /s/ William G. Little                  Director                            March 26, 2003
- -------------------------------
William G. Little*











                                                                     
      Signature                         Title                                   Date
      ---------                         ------                                 -------

 /s/ William H. Longfield               Director                            March 26, 2003
- --------------------------------
William H. Longfield*


 /s/ John P. Neafsey                    Director                            March 26, 2003
- --------------------------------
John P. Neafsey*


 /s/ Anthony Welters                    Director                            March 26, 2003
- --------------------------------
Anthony Welters*


 /s/ Geoffrey F. Worden                 Director                            March 26, 2003
- --------------------------------
Geoffrey F. Worden*


 /s/ Robert C. Young                    Director                            March 26, 2003
- --------------------------------
Robert C. Young*


 /s/ Patrick J. Zenner                  Director                            March 26, 2003
- --------------------------------
Patrick J. Zenner*



* By John R. Gailey III pursuant to a power of attorney.




CERTIFICATION

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

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

2.   Based on my  knowledge,  this  annual  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 annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual 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 annual 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 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  annual  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
     annual report (the "Evaluation Date"); and

c)   presented in this annual 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 functions):

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
     annual report whether 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: March 26, 2003

By: /s/ Donald E. Morel, Jr., Ph.D.
- -----------------------------------
Donald E. Morel, Jr., Ph.D.
President and Chief Executive Officer

CERTIFICATION

I, Linda R. Altemus, certify that:

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

2.   Based on my  knowledge,  this  annual  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 annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual 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 annual 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 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  annual  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
     annual report (the "Evaluation Date"); and

c)   presented in this annual 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 functions):

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
     annual report whether 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: March 26, 2003

By: /s/ Linda R. Altemus
- -----------------------------------------
Linda R. Altemus
Vice President and Chief Financial Officer




                                INDEX TO EXHIBITS
Exhibit
Number

(2)                 None.

(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).


                                      F - 1


Exhibit
Number

(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).

(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 (File No. 1-8036).

(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,  incorporated by reference to Exhibit (4) (c) (7)
                    of the  Company's  Quarterly  Annual Report on Form 10-Q for
                    the quarter ended June 30, 2002 (File No. 1-8036).

(9)                 None.

(10) (a)            Lease dated as of December 31, 1992 between Lion Associates,
                    L.P. and the Company, relating to the lease of the Company's
                    headquarters in Lionville, Pa., incorporated by reference to
                    the Company's  Annual Report on Form 10-K for the year ended
                    December 31, 1992 (File No. 1-8036).

(10) (aa)           Discounted  Stock  Purchase  Plan,  as Amended and Restated,
                    dated as of November 5, 1991.

(10) (b)            First  Addendum to Lease  dated as of May 22,  1995  between
                    Lion  Associates,  L.P.  and the  Company,  incorporated  by
                    reference to Exhibit (10)(d) of the Company's  Annual Report
                    on Form 10-K for the year ended  December 31, 1995 (File No.
                    1- 8036).

(10) (bb)           Amendment No. 1 to Discounted Stock Purchase Plan, effective
                    as of December 31, 2001.

(10) (c)            Lease  dated as of  December  14,  1999  between  White Deer
                    Warehousing  &  Distribution  Center,  Inc.  and the Company
                    relating to the lease of the Company's  site in  Montgomery,
                    Pa.

                                      F - 2


Exhibit
Number


(10) (d)            Long-Term   Incentive   Plan,  as  amended  March  2,  1993,
                    incorporated by reference to the Company's  Annual Report on
                    Form 10-K for the year ended  December 31, 1992 (File No. 1-
                    8036).

(10) (e)            Amendments to the Long Term Incentive Plan,  dated April 30,
                    1996, incorporated herein by reference to Exhibit (10)(a) of
                    the  Company's  Form 10Q for the quarter ended June 30, 1996
                    (File No. 1-8036).

(10) (e) (1)        Amendment to the Long Term Incentive Plan, Effective October
                    30, 2001,  incorporated  by reference to Exhibit 10(d)(1) of
                    the Company's  Annual Report on Form 10-K for the year ended
                    December 31, 2001 (File No. 1-8036).

(10) (f)            1999  Non-Qualified  Stock  Option  Plan for  Non-  Employee
                    Directors,  effective as of April 27, 1999,  incorporated by
                    reference  Exhibit  (10)(c)  of to the  Company's  Quarterly
                    Report  on Form 10-Q for the  quarter  ended  June 30,  1999
                    (File No. 1- 8036).

(10) (g)            2002  Management   Incentive  Bonus  Plan,  incorporated  by
                    reference to Exhibit 10 of the Company's Quarterly Report on
                    Form 10-Q for the  quarter  ended  March 31,  2002 (File No.
                    1-8036).

(10) (h)            Amendment No. 1 to 1999 Non-Qualified  Stock Option Plan for
                    Non-Employee   Directors,   effective   October  30,   2001,
                    incorporated  by reference to Exhibit 10(f) of the Company's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    2001 (File No. 1-8036).

(10) (i)            Form  of  Second  Amended  and  Restated   Change-in-Control
                    Agreement  between the Company and certain of its  executive
                    officers  dated  as  of  March  25,  2000,  incorporated  by
                    reference  to  Exhibit(10)(b)  of  the  Company's  Quarterly
                    Report on Form 10-Q for the  quarter  ended  March 31,  2000
                    (File No. 1-8036).

(10) (i) (1)        Form  of  Amendment  No.1 to  Second  Amended  and  Restated
                    Change-in-Control  Agreement dated as of May 1, 2001 between
                    the  Company  and   certain  of  its   executive   officers,
                    incorporated   by  reference  to  Exhibit  10(g)(1)  of  the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 2001 (File No. 1-8036).

(10) (j)            Schedule of agreements with executive officers, incorporated
                    by reference to Exhibit 10(h) of the Company's Annual Report
                    on Form 10-K for the year ended  December 31, 2001 (File No.
                    1-8036).

(10) (k)            Amendment  to Amended  and  Restated  Employment  Agreement,
                    dated as of April 30, 2002,  between the Company and William
                    G.  Little,  incorporated  by reference to Exhibit 10 (a) of
                    the Company's  Quarterly  Annual Report on Form 10-Q for the
                    quarter ended September 30, 2002 (File No. 1- 8036).


                                      F - 3



Exhibit
Number

(10) (l)            Non-Competition  Agreement,  dated  as of  April  30,  2002,
                    between the Company and William G. Little,  incorporated  by
                    reference  to  Exhibit  10 (b) of  the  Company's  Quarterly
                    Annual Report on Form 10-Q for the quarter  ended  September
                    30, 2002 (File No. 1- 8036).


(10) (m)            Employment  Agreement,  dated as of April 30, 2002,  between
                    the  Company  and  Donald  E.  Morel, Jr., incorporated   by
                    reference  to  Exhibit  10 (c) of  the  Company's  Quarterly
                    Annual Report on Form 10-Q for the quarter  ended  September
                    30, 2002 (File No. 1- 8036).

(10) (n)            Non-Qualified Stock Option Agreement,  dated as of April 30,
                    2002   between  the  Company  and  Donald  E.  Morel,   Jr.,
                    incorporated by reference to Exhibit 10 (d) of the Company's
                    Quarterly  Annual  Report on Form 10-Q for the quarter ended
                    September 30, 2002 (File No. 1- 8036).

(10) (o)            Supplemental  Employees'  Retirement  Plan,  incorporated by
                    reference to the  Company's  Annual  Report on Form 10-K for
                    the year ended December 31, 1989 (File No. 1-8036).

(10) (p)            Amendment No. 1 to Supplemental  Employees' Retirement Plan,
                    incorporated   by  reference  to  Exhibit   (10)(l)  of  the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1995 (File No. 1- 8036).

(10) (q)            Amendment No. 2 to Supplemental  Employees' Retirement Plan,
                    incorporated   by  reference  to  Exhibit   (10)(c)  of  the
                    Company's Quarterly Report on Form 10-Q for the period ended
                    September 30, 1995 (File No. 1-8036).

(10) (r)            Amended and Restated Employment  Agreement dated as of March
                    25,  2000   between  the  Company  and  William  G.  Little,
                    incorporated   by  reference  to  Exhibit   (10)(a)  of  the
                    Company's  Quarterly  Report  on Form  10-Q for the  quarter
                    ended March 31, 2000 (File No. 1-8036).

(10) (r) (1)        Amendment No.1 to Amended and Restated Employment Agreement,
                    dated as of May 1, 2001,  between the Company and William G.
                    Little, incorporated by reference to Exhibit 10(l)(1) of the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 2001 (File No. 1-8036).

(10) (s)            Non-Qualified  Deferred  Compensation  Plan  for  Designated
                    Executive  Officers as amended and restated  effective April
                    1, 2000, incorporated by reference to Exhibit (10)(a) of the
                    Company's  Quarterly  Report  on Form  10-Q for the  quarter
                    ended June 30, 2000 (File No. 1-8036).

(10) (t)            Deferred Compensation Plan for Outside Directors, as amended
                    and  restated  effective  May  27,  1999,   incorporated  by
                    reference  to  Exhibit(10)(a)  of  the  Company's  Quarterly
                    Report on Form 10-Q for the quarter ended September 30, 1999
                    (File No. 1-8036).


                                      F - 4



Exhibit
Number

(10) (u)            1999  Stock-Equivalents  Compensation  Plan for Non-Employee
                    Directors,  incorporated  by reference to Exhibit (10)(a) of
                    the Company's  Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1999 (File No. 1-8036).

(10) (v)            1998 Key Employee  Incentive  Compensation Plan, dated March
                    10, 1998,  incorporated  by reference to Exhibit  (10)(y) of
                    the Company's  Annual Report on Form 10-K for the year ended
                    December 31, 1997 (File No.1-8036).

(10) (w)            Asset Purchase Agreement,  dated as of November 15, 2001, by
                    and among DFB  Pharmaceuticals,  Inc.,  DPT Lakewood,  Inc.,
                    West  Pharmaceutical  Services,  Inc.,  West  Pharmaceutical
                    Services Lakewood, Inc., Charter Laboratories, Inc. and Paco
                    Laboratories, Inc., incorporated by reference to Exhibit 2.1
                    of the Company's  Current  Report on form 8-K dated November
                    20, 2001 (File No. 1-8036).

(10) (x)            Side  letter  dated  November  30,  2001,   incorporated  by
                    reference to Exhibit 2.2 of the Company's  Current Report on
                    Form 8-K dated November 20, 2001 (File No.1-8036).

(10) (y)            Amendment No.1 to 1998 Key Employees Incentive  Compensation
                    Plan, effective October 30, 2001,  incorporated by reference
                    to Exhibit 10(s) of the Company's Annual Report on Form 10-K
                    for the year ended  December 31, 2001 (File No. 1-8036).

(10) (z)            2003 Employee Stock  Purchase Plan,  effective as of June 1,
                    2003,  incorporated  by  reference  to  Appendix  A  of  the
                    Company's 2003 Definitive  Proxy Statement on Form 14A (File
                    No. 1-8036).

(11)                Not Applicable.

(12)                Not Applicable.

(13)                Portions of 2002 Annual Report to Shareholders.

(16)                Not applicable.

(18)                None.

(21)                Subsidiaries of the Company.

(22)                None.

(23)                Consent of Independent Accountants.

(24)                Powers of Attorney.

(99) (a)            Certification by Donald E. Morel, Jr., Ph.D., 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 - 5