[WEST PHARMACEUTICAL LOGO OMITTED]

                                                              Exhibit (10)(i)(2)
                                                              ------------------

                   AMENDMENT #1 TO SECOND AMENDED AND RESTATED
                   -------------------------------------------
                           CHANGE-IN-CONTROL AGREEMENT
                           ---------------------------

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


                                   BACKGROUND
                                   ----------

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


                                    AGREEMENT
                                    ---------

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

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

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

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

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

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

                                       WEST PHARMACEUTICAL SERVICES, INC.


/s/ Steven A. Ellers                   By: /s/ William G. Little
- ---------------------------------          --------------------------------
    Steven A. Ellers                       William G. Little, Chairman of the
                                           Board and Chief Executive Officer