Exhibit (10)(l)(1)


                                                                  Execution Copy

            AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT



THIS  IS  AMENDMENT  #1  TO  AMENDED  AND  RESTATED  EMPLOYMENT  AGREEMENT  (the
"Agreement"),  dated as of May 1, 2001,  between West  Pharmaceutical  Services,
Inc.,  a  Pennsylvania  corporation,  (the  "Company")  and  William  G.  Little
("Executive").

                                   Background

     The Company and Executive are parties to an Amended and Restated Employment
Agreement, dated as of March 25, 2000 (the "Employment Agreement").  The Company
desires to amend the  Employment  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  Employment
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,  the first  sentence of clause
     (ii) of Section 8.1 (a)  (Determination  of Severance  Compensation) of the
     Employment  Agreement  is deleted in its  entirety  and  replaced  with the
     following:

         i)    "(ii) the aggregate  amount of the annual bonuses paid or payable
               to Employee 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
     Employment  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/ William G. Little                         By: /s/ George R. Bennyhoff
    William G. Little                                 George R. Bennyhoff
                                                      Senior Vice President,
                                                      Human Resources