[WEST PHARMACEUTICAL LOGO OMITTED]

                                                              Exhibit (10)(k)(2)
                                                              ------------------

                   AMENDMENT #1 TO CHANGE-IN-CONTROL AGREEMENT
                   -------------------------------------------

THIS IS AMENDMENT #1 TO CHANGE-IN-CONTROL AGREEMENT (the "Agreement"), dated as
of May 1, 2001, between West Pharmaceutical Services, Inc., a Pennsylvania
corporation, (the "Company") and HERBERT L. HUGILL ("Executive").


                                   BACKGROUND
                                   ----------

     The Company and Executive are parties to a Change-in-Control Agreement,
dated as of July 10, 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/ Herbert L. Hugill               By: /s/ William G. Little
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    Herbert L. Hugill                   William G. Little, Chairman of the Board
                                        and Chief Executive Officer