

                                                           Exhibit 10 (e)
                          THE WEST COMPANY, INCORPORATED
       AMENDMENT NO. 2 TO NON-QUALIFIED QUALIFIED DEFERRED COMPENSATION
                      PLAN FOR DESIGNATED EXECUTIVE OFFICERS

   The  West Company, Incorporated (the " Company") hereby adopts effective as
 of April 28, 1998 this  Amendment No. 2 (this " Amendment") to the
 Non-Qualified Deferred Compensation Plan For Designated Executive Officers
 (the " Plan")

 1.    The Plan is hereby amended  to delete the  existing Paragraph 6(b) and
to add a new Paragraph 6(b), which shall read in its entirety as follows:

      6....

     (b)      (i)     Notwithstanding Paragraph 6(a) above, an Executive
Officer shall immediately be  100% vested in  matching contributions made
pursuant to Paragraph  4 after a Change in Control, as defined below.

              (ii)    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: 

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

                            (1)     the Company,

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

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

                    (B)      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 

                     (C)      during any period of two consecutive years
during the term of this  Agreement, 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 

                     (D)      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

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

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

                                         THE WEST COMPANY, INCORPORATED

                                     By: _______________________________
                                         John R. Gailey III, Secretary
