






                                                             Exhibit 10 (a)






                            THE WEST COMPANY, INCORPORATED





                       1992 NON-QUALIFIED STOCK OPTION PLAN FOR


                                NON-EMPLOYEE DIRECTORS







                                 ADOPTED MAY 7, 1992


                                REFLECTING AMENDMENTS


                    EFFECTIVE ON APRIL 30, 1996 AND APRIL 28, 1998



             <PAGE>



                            THE WEST COMPANY, INCORPORATED

                       1992 NON-QUALIFIED STOCK OPTION PLAN FOR
                                NON-EMPLOYEE DIRECTORS


                                  Table of Contents


          1.  Purpose   . . . . . . . . . . . . . . . . . . . . . . . . . 1

          2.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1

          3.  Administration  . . . . . . . . . . . . . . . . . . . . . . 2

          4.  Shares Subject to the Plan
               a)   Total Number  . . . . . . . . . . . . . . . . . . . . 2
               b)   Reduction in Number of Shares Available . . . . . . . 2
               c)   Increase in Number of Shares Available  . . . . . . . 3
               d)   Other Adjustments   . . . . . . . . . . . . . . . . . 3

          5.  Grant of Options  . . . . . . . . . . . . . . . . . . . . . 3

          6.  General Terms
               a)   Option Price  . . . . . . . . . . . . . . . . . . . . 3
               b)   Option Period   . . . . . . . . . . . . . . . . . . . 3
               c)   Service Period  . . . . . . . . . . . . . . . . . . . 4
               d)   Transfer and Exercise   . . . . . . . . . . . . . . . 4
               e)   Method of Exercise  . . . . . . . . . . . . . . . . . 4
               f)   Issuance of Certificates; Payment of Cash   . . . . . 4

          7.  Change in Control
               a)   Effect of Change in Control   . . . . . . . . . . . . 5
               b)   Definition  . . . . . . . . . . . . . . . . . . . . . 5

          8.  Amendments and Termination
               a)   Board Authority   . . . . . . . . . . . . . . . . . . 7
               b)   Prior Stockholder and Optionee Approval   . . . . . . 7

          9.  General Provisions
               a)   Compliance with Regulations   . . . . . . . . . . . . 7
               b)   Other Plans   . . . . . . . . . . . . . . . . . . . . 8
               c)   Withholding of Taxes  . . . . . . . . . . . . . . . . 8
               d)   Conformity with Law   . . . . . . . . . . . . . . . . 8
               e)   Insufficient Shares   . . . . . . . . . . . . . . . . 8

          10. Effective Date and Termination  . . . . . . . . . . . . . . 9

          <PAGE>
                            THE WEST COMPANY, INCORPORATED

                       1992 NON-QUALIFIED STOCK OPTION PLAN FOR
                                NON-EMPLOYEE DIRECTORS



               1.   Purpose.  The purposes of the Plan are  to attract
                    and   retain  the  services   of  experienced  and
                    knowledgeable   non-employee   directors  and   to
                    encourage eligible  directors of The  West Company
                    to acquire  a proprietary and  vested interest  in
                    the growth  and performance  of the  Company, thus
                    enhancing the value of the Company for the benefit
                    of its stockholders.

               2.   Definitions.  As used in  the Plan,  the following
                    terms shall have the meanings set forth below: 
              
                    a)   "Board" means  the Board of Directors  of the
                         Company.

                    b)   "Code"  means the  Internal  Revenue Code  of
                         1986, as amended.  

                    c)   "Common  Stock" means  the common  stock, par
                         value $0.25 per share, of the Company.  

                    d)   "Company"    means    The    West    Company,
                         Incorporated.  

                    e)   "Eligible Director"  means  each director  of
                         the  Company who  is not  an employee  of the
                         Company  or any of the Company's subsidiaries
                         (as  defined in section 424 (f) of the Code).

                    f)   "Exchange  Act" means the Securities Exchange
                         Act of 1934, as amended.  

                    g)   "Fair Market Value" means with respect to the
                         Common Stock  on  any  given  date  the  mean
                         between  the  highest  and  lowest  prices of
                         actual sales  of the  stock on the  principal
                         national securities  exchange on which  it is
                         listed on such date or, if there  are no such
                         sales, on the next  preceding date on which a
                         sale occurred.  
              <PAGE>

                    h)   "Grant  Date"  means  the  date on  which  an
                         Option is granted.  

                    i)   "Option"  means  any   right  granted  to  an
                         Optionee  allowing such Optionee  to purchase
                         Shares  at such  price or  prices and  during
                         such  period or periods  as are  set forth in
                         the Plan.  All Options shall be non-qualified
                         options and  shall not  be qualified for  the
                         favorable  tax   treatment   afforded   under
                         section 422 of the Code. 

                    j)   "Option  Letter" means  a  written instrument
                         evidencing  an Option  granted  hereunder and
                         signed by an authorized representative of the
                         Company.  

                    k)   "Optionee"  means  an Eligible  Director  who
                         receives an Option under the Plan.  

                    l)   "Shares" means shares of Common Stock.  

               3.   Administration.  Subject to the terms of the Plan,
                    the  Board shall have  the power  to interpret the
                    provisions and supervise the administration of the
                    Plan.  

               4.   Shares Subject to the Plan. 

                    a)   Total  Number.    Subject  to  adjustment  as
                         provided in this Section, the total number of
                         Shares  as to  which Options  may be  granted
                         under the  Plan shall be 200,000 Shares.  Any
                         Shares issued  pursuant to Options  hereunder
                         may  consist,  in   whole  or  in   part,  of
                         authorized  and unissued  Shares  or treasury
                         Shares.  

                    b)   Reduction in Number of Shares Available.  

                         1)   The grant of an  Option shall reduce the
                              Shares  as  to  which  Options   may  be
                              granted  by the number of Shares subject
                              to such Option.  

                         2)   Any Shares  issued by the  Company under
                              any  other  stock  option  plan  of  the
                              Company  shall  not  reduce  the  Shares
                              available for grants under this Plan.
                <PAGE>

                    c)   Increase in Number of Shares Available.   The
                         lapse,  expiration,  cancellation,  or  other
                         termination  of an  Option that has  not been
                         fully exercised shall increase the  number of
                         Shares as to which Options may  be granted by
                         the  number  of  Shares  that  have not  been
                         issued upon exercise of such Option.  


                    d)   Other Adjustments.  The total number and kind
                         of  Shares  available for  Options  under the
                         Plan, the number  and kind of Shares  subject
                         to  outstanding  Options,  and  the  exercise
                         price for such Options shall be appropriately
                         adjusted by the Board for:  

                         i)   any increase  or decrease in  the number
                              of outstanding  Shares resulting  from a
                              stock dividend, subdivision, combination
                              of Shares,  reclassification,  or  other
                              change   in   corporate   structure   or
                              capitalization affecting the Shares,

                         ii)  any  conversion  of the  Shares  into or
                              exchange of the  Shares for other shares
                              as   a   result   of   any   merger   or
                              consolidation   (including  a   sale  of
                              assets), or

                         iii) any other event  such that an adjustment
                              is made reasonably necessary to maintain
                              the  proportionate   interest   of   the
                              Optionee.  

               5.   Grant  of  Options.  On  the  first   working  day
                    following the Annual Meeting of Shareholders, from
                    1997 through  2001, inclusive, each  person who is
                    an Eligible Director on such date shall be granted
                    an Option to acquire 1,500 Shares.


               6.   General Terms.    The following  provisions  shall
                    apply to each Option.  

                    a)   Option Price.   The purchase  price per Share
                         purchasable under an Option  shall be 100% of
                         the Fair Market Value of a Share on the Grant
                         Date.  
                <PAGE>
              
                    b)   Option  Period.   Each  Option  granted shall
                         expire 5 years from its Grant Date, and shall
                         be   subject   to   earlier   termination  as
                         hereinafter provided.  

                    c)   Service  Period.   Each Option  granted under
                         the  Plan  shall  become exercisable  by  the
                         Optionee only  after  the completion  of  one
                         year of  Board service immediately  following
                         the Grant Date, except that such Option shall
                         become   immediately  exercisable   upon  the
                         Optionee's   retirement  from  the  Board  in
                         accordance with the Company's Retirement Plan
                         for Non-Employee  Directors.  As used in this
                         Section (c)  and  in Section  (e)  below, the
                         term  "one   year"  shall  mean   the  period
                         commencing on  the Grant Date  and ending  on
                         the day immediately preceding the date of the
                         next Annual Meeting of Shareholders.  

                    d)   Transfer and  Exercise.   No Option shall  be
                         transferable  by the Optionee  except by will
                         or the  laws of descent and distribution.  In
                         the  event   of  the  death   or  any   other
                         termination  of Board service  of an Optionee
                         except  for  retirement under  the  Company's
                         normal  policy  for retirement  of  directors
                         from office  or except for removal for cause,
                         the Option, if  otherwise exercisable by  the
                         Optionee at the time of such termination, may
                         be exercised  within  six months  after  such
                         termination.  In the  event of the retirement
                         of  an  Optionee,  the Option,  if  otherwise
                         exercisable by the  Optionee at  the time  of
                         retirement,  may  be exercised  within  three
                         years after  retirement;  provided,  however,
                         that if  the Optionee  dies during  the three
                         year  period after retirement, the Option may
                         be exercised  until the earlier of the end of
                         such  three year  period or six  months after
                         death.   In the event  of removal for  cause,
                         all previously granted Options shall be of no
                         further force and effect.  

                    e)   Method  of  Exercise.    Any  Option  may  be
                         exercised, after one  year has elapsed  since
                         grant, by the Optionee in whole or in part at
                         such time or times and by such methods as the
                         Board  may  specify.   The  applicable Option
                         Letter may provide that the Optionee may make
                         payment of the Option  price in cash, Shares,
                         or such other consideration as the Board  may

                         <PAGE>

                         specify, or any combination thereof, having a
                         Fair Market  Value on the exercise date equal
                         to the total Option price.  


                    f)   Issuance of  Certificates;  Payment of  Cash.
                         Only  whole Shares  shall  be  issuable  upon
                         exercise  of  Options.     Any  right   to  a
                         fractional Share shall be satisfied  in cash.
                         Upon  payment to  the Company  of  the option
                         price,  the  Company  shall  deliver  to  the
                         Optionee  a  certificate  for  the  number of
                         whole Shares and a check for  the Fair Market
                         Value  on   the  date  of  exercise   of  the
                         fractional share  to  which the  Optionee  is
                         entitled.  


               7.   Change in Control.

                    a)   Effect of Change in Control.  Notwithstanding
                         anything in  this Agreement to  the contrary,
                         all   Options   shall   become    immediately
                         exercisable upon the  occurrence of a  Change
                         in  Control,  provided  that  if  a  proposed
                         transaction involving a Change in  Control is
                         affirmatively  recommended by  a majority  of
                         the Board to  the Company's shareholders, the
                         Company  may,  at any  time on  or  after the
                         third business day preceding the consummation
                         of such transaction, with respect  to the any
                         unexercisable  Option which is  or may become
                         exercisable   prior  to   such  consummation,
                         require the  surrender of  the Option  by the
                         Optionee upon  the payment by  the Company to
                         the Optionee  in cash of  an amount equal  to
                         the difference between  the option price, and
                         the Fair Market Value of the Shares which are
                         subject to purchase under the terms thereof.


                    b)   Definition.   For  purposes of  this Plan,  a
                         "Change in  Control" shall mean  a change  in
                         control of a nature that would be required to
                         be  reported in  response  to Item  1 of  the
                         Current Report  on Form  8-K as in  effect on
                         April  28,  1998  pursuant to  Section  13 or
                         15(d) of the Securities Exchange Act of 1934,
                         as  amended  (the   "Act"),  provided,  that,
                         without limitation, a Change in Control shall
                         be deemed to have occurred if: 


                         i)   any "Person" (as  such term  is used  in
                              Sections  13(d) and  14(d) of  the Act),
                              other than:

                        <PAGE>

                              (a)  the Company,

                              (b)  any Person who  on the date  hereof
                                   is  a director  or  officer of  the
                                   Company, or

                              (c)  a  trustee   or  fiduciary  holding
                                   securities   under   an    employee
                                   benefit plan of the Company,


                         ii)  is  or becomes  the  beneficial  owner, 
                              (as  defined  in  Rule  13-d3  under the
                              Act),   directly   or   indirectly,   of
                              securities  of the  Company representing
                              more than  50%  of the  combined  voting
                              power of the  Company s then outstanding
                              securities; or 


                         iii) during  any  period of  two  consecutive
                              years  during  the  term  of  the  Plan,
                              individuals who at the beginning of such
                              period constitute the board of directors
                              of the Company cease  for any reason  to
                              constitute at least  a majority thereof,
                              unless the election of each director who
                              was not  a director at  the beginning of
                              such period has been approved in advance
                              by directors representing  at least two-
                              thirds  of the directors  then in office
                              who were directors  at the beginning  of
                              the period; or 


                         iv)  the shareholders of the Company approve:
                              (A)  a plan  of complete  liquidation of
                              the Company; or (B) an agreement for the
                              sale   or   disposition   of    all   or
                              substantially   all  of   the  Company's
                              assets; or (C) a  merger, consolidation,
                              or reorganization of the Company with or
                              involving  any other  corporation, other
                              than   a   merger,   consolidation,   or
                              reorganization that would result  in the
                              voting   securities   of   the   Company
                              outstanding  immediately  prior  thereto
                              continuing   to  represent   (either  by
                              remaining  outstanding   or   by   being
                              converted into voting securities  of the
                              surviving  entity),   at   least   fifty
                              percent  (50%)  of  the combined  voting
                              power  of the  voting securities  of the
                              Company  (or the surviving entity, or an
                              entity   which  as  a   result  of  such
                              transaction owns the  Company or all  or

                              <PAGE>

                              substantially   all  of   the  Company's
                              assets either directly or through one or
                              more      subsidiaries)      outstanding
                              immediately    after    such     merger,
                              consolidation, or reorganization.


               8.   Amendments and Termination.


                    a)   Board Authority.  The Board may amend, alter,
                         or  terminate  the  Plan,  but  no amendment,
                         alteration,  or termination shall be made (i)
                         that  would impair  or  adversely affect  the
                         rights   of  an  Optionee   under  an  Option
                         theretofore  granted, without  the Optionee's
                         consent, or (ii) without the  approval of the
                         stockholders if such approval is necessary to
                         comply   with    any   tax   or    regulatory
                         requirement, including for these purposes any
                         approval requirement  that is a  prerequisite
                         for  exemptive relief  from Section  16(b) of
                         the   Exchange  Act,   or  if   the  proposed
                         alteration  or amendment  would  increase the
                         aggregate number of Shares that may be issued
                         upon  the  exercise  of Options  (other  than
                         pursuant to Section 4(d)); provided, however,
                         that in  no event shall this  Plan be amended
                         more frequently  than once every  six months,
                         other than  to comport  with  changes in  the
                         Code, the Employee Retirement Income Security
                         Act, or the rules thereunder.  


                    b)   Prior  Stockholder  and  Optionee   Approval.
                         Anything     herein    to     the    contrary
                         notwithstanding, in the event that amendments
                         to the  Plan are required  in order that  the
                         Plan  or any  other stock-based  compensation
                         plan   of   the  Company   comply   with  the
                         requirements of  Rule 16b-3 issued  under the
                         Exchange Act  as amended from time to time or
                         any   successor  rule   promulgated  by   the
                         Securities and Exchange Commission related to
                         the  treatment  of benefit  and  compensation
                         plans under Section  16 of the Exchange  Act,
                         the   Board  is   authorized  to   make  such
                         amendments without  the consent  of Optionees
                         or the stockholders of the Company.  


               General Provisions.


                    a)   Compliance    with    Regulations.        All
                         certificates for Shares  delivered under  the
                         Plan  pursuant to the  exercise of any Option
                         shall  be  subject  to  such  stock  transfer

               <PAGE>
                         orders  and other  restrictions as  the Board
                         may   deem   advisable   under   the   rules,
                         regulations,  and  other requirements  of the
                         Securities and Exchange Commission, any stock
                         exchange  upon  which  the  Shares  are  then
                         listed,  and any applicable  federal or state
                         securities law,  and the  Board  may cause  a
                         legend  or  legends to  be  put  on any  such
                         certificates to make appropriate reference to
                         such restrictions.  The Company shall  not be
                         required to issue or deliver any Shares under
                         the  Plan  prior  to  the  completion  of any
                         registration or qualification of  such Shares
                         under any federal or  state law, or under any
                         ruling or regulation of any governmental body
                         or  national  securities  exchange  that  the
                         Board in its sole discretion shall deem to be
                         necessary or appropriate.  
                   
                    b)   Other Plans.   Nothing contained  in the Plan
                         shall prevent the  Board from adopting  other
                         or   additional  compensation   arrangements,
                         subject  to  stockholder   approval  if  such
                         approval is required by applicable law or the
                         rules of  any  stock exchange  on  which  the
                         Common  Stock   is  then  listed;   and  such
                         arrangements   may   be    either   generally
                         applicable  or  applicable only  in  specific
                         cases.  


                    c)   Withholding  of Taxes.   Each  Optionee shall
                         pay  to  the  Company,   upon  the  Company's
                         request, all amounts necessary to satisfy the
                         Company's  federal,   state  and   local  tax
                         withholding obligations  with respect  to the
                         grant or exercise of any Option.  


                    d)   Conformity With Law.  If any provision of the
                         Plan is  or  becomes or  is  deemed  invalid,
                         illegal,    or    unenforceable     in    any
                         jurisdiction, or would disqualify the Plan or
                         any Option under any law deemed applicable by
                         the Board, such provision  shall be construed
                         or  deemed amended  in  such jurisdiction  to
                         conform to applicable laws or if it cannot be
                         construed or deemed  amended without, in  the
                         determination   of   the   Board,  materially
                         altering the intent of the  Plan, it shall be
                         stricken and the remainder  of the Plan shall
                         remain in full force and effect.  


                    e)   Insufficient Shares.   In the event there are
                         insufficient Shares remaining to satisfy  all
                         of the Option grants under Section 5  made on
                         the  same day,  such  Option grants  shall be
                         reduced pro-rata.  
               <PAGE>

               10.  Effective Date and  Termination.  The Plan  became
                    effective  on May  7,  1992 and  was to  terminate
                    immediately  following  the  grant  of  Options in
                    1996.   Pursuant  to  resolutions  adopted by  the
                    Board  on  March  9,  1996, and  approved  by  the
                    Company s shareholders at the 1996  Annual Meeting
                    of Shareholders,  the Plan  was extended so  as to
                    terminate  immediately  following  the   grant  of
                    Options  called for  by Section  5 above  in 2001.
                    With  respect to  outstanding  Options,  the  Plan
                    shall  terminate   on  the   date  on   which  all
                    outstanding Options have expired or terminated.


                                     *    *    *    *


                   Certified True and Correct Copy of the Plan as Amended
                   Through April 28, 1998.




    Date:    _______________________      By:  /s/   John R. Gailey III
                                             ------------------------------
                                             Vice President,
                                             General Counsel and Secretary
