EXHIBIT 99.2

                         NOTICE OF GUARANTEED DELIVERY
                                      FOR
          TENDER FOR EXCHANGE OF 10 7/8% SENIOR SECURED NOTES DUE 2010
                       (CUSIPS: 911674AG4 AND U91162AB0)
       FOR 10 7/8% SERIES B SENIOR SECURED NOTES DUE 2010 (CUSIP: [   ])
                                       OF

                           UNITED STATES CAN COMPANY

     This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i) the
procedures for delivery by book-entry transfer cannot be completed on a timely
basis, (ii) certificates for the Company's (as defined below) 10?% Senior
Secured Notes due 2010 (the "Notes") are not immediately available or (iii) the
Notes, the Letter of Transmittal and all other required documents cannot be
delivered to Wells Fargo Bank Minnesota, National Association (the "Exchange
Agent") on or prior to 12:00 Midnight, New York City time, on           , 2003
(the "Expiration Date"). This Notice of Guaranteed Delivery may be delivered by
hand, overnight courier or mail, or transmitted by facsimile transmission, to
the Exchange Agent. See "The Exchange Offer -- Guaranteed Delivery Procedures"
in the Prospectus.

                 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
                 EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
                     ON           , 2003, UNLESS EXTENDED.

                 The Exchange Agent for the Exchange Offer is:
                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

<Table>
<Caption>

                                                                
By Registered and Certified Mail    By Overnight Courier or Regular           By Hand Delivery
Wells Fargo Bank Minnesota, N.A.                 Mail:                Wells Fargo Bank Minnesota, N.A.
   Corporate Trust Operations      Wells Fargo Bank Minnesota, N.A.       Corporate Trust Services
          MAC N9303-121               Corporate Trust Operations      Northstar East Building - 12(th)
          P.O. Box 1517                      MAC N9303-121                          Floor
      Minneapolis, MN 55480            6(th) & Marquette Avenue            608 2(nd) Avenue South
     Attention: Reorg. Group             Minneapolis, MN 55479              Minneapolis, MN 55402
                                        Attention: Reorg. Group            Attention: Reorg. Group
</Table>

                                       or
                           Facsimile: (612) 667-4927
                      Confirm by Telephone: (612) 667-9764

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.

     IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR
REQUESTS FOR ADDITIONAL INFORMATION, PLEASE CONTACT THE EXCHANGE AGENT AT (800)
344-5128.

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

               THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.


     Ladies and Gentlemen:

     The undersigned hereby tenders to United States Can Company, a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated          , 2003 (as the same may be amended or
supplemented from time to time, the "Prospectus") and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate liquidation amount of Notes set forth
below pursuant to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures."

     All authority herein conferred or agreed to be conferred in this Notice of
Guarantee of Delivery and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, and
legal representatives of the undersigned and shall not be affected by and shall
survive the death or incapacity of the undersigned.

Aggregate Principal Amount Tendered:

======================================================

- ------------------------------------------------------

- ------------------------------------------------------

- ------------------------------------------------------

Check box if Notes will be delivered by book-entry
transfer and provide account number.

[ ] The Depository Trust Company

Account Number: ------------------------------

Dated: ---------------------------------------

======================================================

======================================================
(NAME(S) OF REGISTERED HOLDER(S) -- PLEASE PRINT)

- ------------------------------------------------------
       (ADDRESS OF REGISTERED HOLDER(S))

- ------------------------------------------------------
                   (ZIP CODE)

- ------------------------------------------------------
          (AREA CODE AND TELEPHONE NO.)

- ------------------------------------------------------
        (NAME(S) OF AUTHORIZED SIGNATORY)

- ------------------------------------------------------
                   (CAPACITY)

- ------------------------------------------------------
      (ADDRESS(ES) OF AUTHORIZED SIGNATORY)

- ------------------------------------------------------
          (AREA CODE AND TELEPHONE NO.)

- ------------------------------------------------------

- ------------------------------------------------------
(SIGNATURE(S) OF RECORD HOLDER OR AUTHORIZED SIGNATORY)

DATED: -----------------------------------------------

======================================================

     This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Notes tendered hereby exactly as their name(s) appear on the
certificates for such Notes or on a security position listing such holder(s) as
the owner(s) of such Notes, or by person(s) authorized to become registered
holder(s) of such Notes by endorsements and documents submitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
the fiduciary or representative capacity, such person must provide the preceding
information and, unless waived by the Company, submit with the Letter of
Transmittal evidence satisfactory to the Company of such person's authority to
so act.


                             GUARANTEE OF DELIVERY
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (1) a bank; (2) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (3) a credit union;
(4) a national securities exchange, registered securities association or
clearing agency; or (5) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent at its address set forth above, either the Notes tendered hereby
in proper form for transfer, or confirmation of the book-entry transfer of such
Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"),
pursuant to the procedures for book-entry transfer set forth in the Prospectus,
in either case together with one or more properly completed and duly executed
Letter(s) of Transmittal (or facsimile thereof or Agent's Message in lieu
thereof) and any other required documents within three business days after the
date of execution of this Notice of Guaranteed Delivery. The undersigned
acknowledges that it must deliver the Letter(s) of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof) and the Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.

Name of Firm: ------------------------------------------------------------------

Address: -----------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                    ZIP CODE

Area Code and Telephone Number: ------------------------------------------------

Authorized Signature: ----------------------------------------------------------

Name: --------------------------------------------------------------------------
                              PLEASE TYPE OR PRINT

Title: -------------------------------------------------------------------------

Dated: -------------------------------------------------------------------, 2003

NOTE: DO NOT SEND NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
      SURRENDER OF NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
      PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
      REQUIRED DOCUMENTS.