10-Q

                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended March 31, 2004

                         Commission File Number 1-8036

                      WEST PHARMACEUTICAL SERVICES, INC.
            (Exact name of registrant as specified in its charter)


              Pennsylvania                             23-1210010
- ---------------------------------------   --------------------------------------
    (State or other jurisdiction of      (I.R.S. Employer Identification Number)
     incorporation or organization)


     101 Gordon Drive, PO Box 645,
             Lionville, PA                             19341-0645
- ---------------------------------------    -------------------------------------
(Address of principal executive offices)                (Zip Code)




       Registrant's telephone number, including area code 610-594-2900

                                           N/A
- --------------------------------------------------------------------------------

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such filing requirements
for the past 90 days.  Yes X.  No    .
                          ---    ---

Indicate by check mark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act).  Yes X  No    .
                               ---   ---


                          March 31, 2004 - 14,824,408

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.



                                                                        Page 2

                                          Index

                  Form 10-Q for the Quarter Ended March 31, 2004



Part I -Financial Information

    Item 1.  Financial Statements (Unaudited)                                           Page

             Consolidated Statements of Income for the Three Months ended March 31,
             2004 and 2003                                                                 3

             Condensed Consolidated Balance Sheets at March 31, 2004 and December 31,
             2003                                                                          4

             Consolidated Statement of Shareholder's Equity for the Three Months ended
             March 31, 2004                                                                5

             Condensed Consolidated Statements of Cash Flows for the Three Months ended
             March 31, 2004 and 2003                                                       6

             Notes to Condensed Consolidated Financial Statements                          7

    Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
             Operations                                                                   13

    Item 3.  Quantitative and Qualitative Disclosures about Market Risk                   19

    Item 4.  Controls and Procedures                                                      19

Part II - Other Information

    Item 6. Exhibits and Reports on Form 8-K                                              20

SIGNATURES                                                                                21

            Index to Exhibits                                                            F-1



                                                                          Page 3
Part I.  Financial Information
Item 1.  Financial Statements

West Pharmaceutical Services, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per share data)

                                                   Three Months Ended
                                            March 31, 2004       March 31, 2003
- --------------------------------------------------------------------------------
Net sales                                        $ 133,600            $ 117,800
Cost of goods and services sold                     93,000               81,400
- --------------------------------------------------------------------------------
    Gross profit                                    40,600               36,400
Selling, general and administrative expenses        29,000               24,400
Costs associated with plant explosion                    -                5,100
Other expense, net                                     800                  400
- --------------------------------------------------------------------------------
   Operating profit                                 10,800                6,500
Interest expense, net                                1,900                1,900
- --------------------------------------------------------------------------------
   Income before income taxes                        8,900                4,600
Provision for income taxes                           2,900                1,300
- --------------------------------------------------------------------------------
   Income from consolidated operations               6,000                3,300
Equity in net income of affiliated companies         1,000                  500
- --------------------------------------------------------------------------------
   Net income                                    $   7,000            $   3,800
================================================================================

Net income per share:
   Basic                                         $    0.47            $    0.26
   Assuming dilution                             $    0.46            $    0.26

Average common shares outstanding                   14,722               14,480
Average shares assuming dilution                    15,067               14,480

Dividends declared per common share              $    0.21            $    0.20

See accompanying notes to condensed consolidated financial statements.



                                                                          Page 4
West Pharmaceutical Services, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)

                                                        March 31,      December 31,
                                                            2004              2003
- ----------------------------------------------------------------------------------
ASSETS
Current assets:
     Cash, including cash equivalents                   $  40,600        $  37,800
     Accounts receivable                                   83,700           73,900
     Inventories                                           52,200           48,000
     Insurance receivable                                       -           41,000
     Deferred income taxes                                  6,000            6,100
     Other current assets                                  12,300            9,900
- ----------------------------------------------------------------------------------
Total current assets                                      194,800          216,700
- ----------------------------------------------------------------------------------

Property, plant and equipment                             572,700          563,600
Less accumulated depreciation and amortization            313,000          307,900
- ----------------------------------------------------------------------------------
                                                          259,700          255,700
Investments in and advances to affiliated companies        22,900           22,200
Goodwill                                                   41,200           41,500
Pension asset                                              49,800           50,500
Deferred income taxes                                      20,700           20,500
Patents                                                     7,000            6,900
Other assets                                                8,700            9,600
- ----------------------------------------------------------------------------------

Total Assets                                            $ 604,800        $ 623,600
==================================================================================

LIABILITES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Notes payable                                      $   3,600        $   8,000
     Accounts payable                                      26,600           29,400
     Accrued expenses:
        Salaries, wages and benefits                       19,900           24,500
        Income taxes payable                               11,800            8,400
        Restructuring costs                                 1,400            1,400
        Deferred income taxes                              16,600           16,600
        Other current liabilities                          29,900           30,600
- ----------------------------------------------------------------------------------
Total current liabilities                                 109,800          118,900
- ----------------------------------------------------------------------------------
Long-term debt                                            148,600          167,000
Deferred income taxes                                      45,100           44,800
Other long-term liabilities                                38,200           35,300
Shareholders' equity                                      263,100          257,600
- ----------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity              $ 604,800        $ 623,600
==================================================================================

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 5


West Pharmaceutical Services, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited)
(in thousands)

                                                                     Accumulated
                                            Capital in                     other
                                    Common   excess of   Retained  comprehensive   Treasury
                                     stock   par value   earnings   income (loss)     stock       Total
- -------------------------------------------------------------------------------------------------------
Balance, December 31, 2003        $  4,300    $ 30,100  $ 281,200       $ 18,900  $ (76,900)  $ 257,600

Net income                                                  7,000                                 7,000

Shares issued under stock plans                   (500)                               5,500       5,000

Dividends declared                                         (3,200)                               (3,200)

Foreign currency translation
adjustment                                                                (3,200)                (3,200)

Minimum pension liability
translation adjustment                                                      (100)                  (100)

- --------------------------------------------------------------------------------------------------------

Balance, March 31, 2004           $  4,300    $ 29,600  $ 285,000       $ 15,600  $ (71,400)  $ 263,100
========================================================================================================

See accompanying notes to condensed consolidated financial statements.




                                                                          Page 6

West Pharmaceutical Services, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)


                                                               Three Months Ended
                                                             March 31,     March 31,
                                                                 2004          2003
- ------------------------------------------------------------------------------------
Cash flows provided by (used in) operating activities:
     Net income                                              $  7,000      $  3,800
     Depreciation and amortization                              8,300         8,100
     Other non-cash items, net                                  1,000           900
     Changes in assets and liabilities                         (8,200)        1,300
- ------------------------------------------------------------------------------------
Net cash provided by operating activities                       8,100        14,100
- ------------------------------------------------------------------------------------

Cash flows provided by (used in) investing activities:
     Property, plant and equipment acquired                   (16,500)       (7,300)
     Insurance proceeds received for property damage           31,800           500
     Repayment of affiliate loan                                  600             -
     Customer advances, net of repayments                         600           100
     Other                                                       (100)            -
- ------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities            16,400        (6,700)
- ------------------------------------------------------------------------------------
Cash flows (used in) provided by financing activities:
     Net (repayments) borrowings under revolving
       credit agreements                                      (18,900)        1,200
     Repayment of other long-term debt                              -          (100)
     Other notes payable, net                                  (4,600)       (2,600)
     Dividend payments                                         (3,100)       (2,900)
     Issuance of common stock                                   4,800             -
- ------------------------------------------------------------------------------------
Net cash used in financing activities                         (21,800)       (4,400)
- ------------------------------------------------------------------------------------
Effect of exchange rates on cash                                  100           900
- ------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                       2,800         3,900
Cash, including cash equivalents at beginning of period        37,800        33,200
- ------------------------------------------------------------------------------------
Cash, including cash equivalents at end of period            $ 40,600      $ 37,100
====================================================================================


See accompanying notes to condensed consolidated financial statements.



                                                                          Page 7



                  West Pharmaceutical Services, Inc. and Subsidiaries
          Notes to the Unaudited Condensed Consolidated Financial Statements
                    (in thousands, except share and per share data)
                                    March 31, 2004

1.   The interim consolidated financial statements for the three-month period ended
     March 31, 2004 should be read in conjunction with the consolidated  financial
     statements and notes thereto of West Pharmaceutical Services, Inc. (the Company),
     appearing in the Company's  2003 Annual Report on Form 10-K.  The year-end condensed
     consolidated balance sheet data was derived from audited financial statements, but
     does not include all disclosures required by generally accepted accounting principles.

     Interim Period Accounting Policy
     --------------------------------
     In the opinion of management, the unaudited condensed consolidated financial
     statements, contain all adjustments, consisting only of normal recurring accruals
     and adjustments, necessary for a fair presentation of the Company's financial
     position as of March 31, 2004 and the results of operations and cash flows for
     the periods ended March 31, 2004 and 2003.  The results of operations for any
     interim period are not necessarily indicative of results for the full year.

     Income Taxes
     ------------
     The tax rate used for interim periods is the estimated annual effective consolidated
     tax rate, based on the current estimate of full year results, except that taxes
     related to specific events, if any, are recorded in the interim period in which
     they occur.

     Stock-Based Compensation
     ------------------------
     The Company accounts for stock-based compensation using the intrinsic value method
     prescribed in Accounting Principles Board (APB) Opinion No. 25, "Accounting for
     Stock Issued to Employees," and related interpretations. Accordingly, compensation
     cost for stock options is measured as the excess, if any, of the quoted market
     price of the Company's stock at the date of the grant over the amount an employee
     must pay to acquire the stock.

     The Company has recorded stock-based compensation for employee restricted stock
     awards and for director stock-based compensation. The Company did not record
     compensation cost for stock options for the three months ended March 31, 2004
     and 2003, because stock option grants are at 100% of fair market value of the
     stock on the grant date. The Company did not record compensation cost for shares
     issued under the noncompensatory employee stock purchase plan. If the fair value
     based method prescribed in Statement of Financial Accounting Standards (SFAS)
     No. 123, "Accounting for Stock-Based Compensation," had been applied to stock
     option grants and shares issued under the employee stock purchase plan, the
     Company's net income and basic and diluted net income per share would have been
     reduced as summarized below:




                                                                          Page 8

        Notes to the Unaudited Condensed Consolidated Financial Statements
                                    (continued)

                                                                    Three Months Ended
                                                                   3/31/04     3/31/03
   -------------------------------------------------------------------------------------
   Net income, as reported                                        $  7,000     $ 3,800

   Add: Stock-based compensation expense included
   in net income, net of tax                                           200        (200)

   Deduct: Total stock-based compensation expense determined
   under fair value based method for all awards, net of tax           (500)          -
   -------------------------------------------------------------------------------------
   Pro forma net income                                           $  6,700     $ 3,600
   =====================================================================================

   Net income per share:

      Basic, as reported                                          $   0.47     $  0.26
      Basic, pro forma                                            $   0.45     $  0.25

      Diluted, as reported                                        $   0.46     $  0.26
      Diluted, pro forma                                          $   0.44     $  0.25
   =====================================================================================


2.   Inventories at March 31, 2004 and December 31, 2003 were as follows:

                                                     3/31/04      12/31/03
                         --------------------------------------------------
                         Finished goods            $  22,800     $  21,700
                         Work in process              10,700         8,600
                         Raw materials                18,700        17,700
                         --------------------------------------------------
                                                   $  52,200     $  48,000
                         ==================================================


3.   Comprehensive income (loss) for the three months ended March 31, 2004
     and 2003 was as follows:

                                                                  Three Months Ended
                                                                3/31/04        3/31/03
         ------------------------------------------------------------------------------
         Net income                                            $  7,000       $  3,800
         Foreign currency translation adjustments                (3,200)         4,500
         Minimum pension liability translation adjustments         (100)           100
         ------------------------------------------------------------------------------
         Comprehensive income                                  $  3,700        $ 8,400
         ==============================================================================






                                                                          Page 9

        Notes to the Unaudited Condensed Consolidated Financial Statements
                                    (continued)

4.   Net sales to external customers and income before income taxes by reportable
     segment for the three months ended March 31, 2004 and 2003 were as follows:

                                                       Three Months Ended
                                                            March 31
           Net sales:                                 2004            2003
           ---------------------------------------------------------------
           Pharmaceutical Systems                $ 130,400       $ 116,200
           Drug Delivery Systems                     3,200           1,600
           ---------------------------------------------------------------
           Total                                 $ 133,600       $ 117,800
           ===============================================================


                                                                Three Months Ended
                                                                     March 31
           Operating profit (loss):                            2004            2003
           -------------------------------------------------------------------------
               Pharmaceutical Systems                     $  20,600       $  20,900
               Drug Delivery Systems                         (2,800)         (3,500)
               Corporate costs                               (5,800)         (4,500)
               U.S. pension expense                          (1,200)         (1,300)
               Costs associated with plant explosion              -          (5,100)
           -------------------------------------------------------------------------
           Operating profit                                  10,800           6,500
           Interest expense, net                             (1,900)         (1,900)
           -------------------------------------------------------------------------
           Income before income taxes                     $   8,900       $   4,600
           =========================================================================

     At December 31, 2003 Corporate assets included a $41,000 insurance receivable.
     The receivable was collected in the first quarter of 2004 and proceeds of $23,500
     were used to repay debt.  Compared with December 31, 2003, there were no other
     material changes in the amount of assets as of March 31, 2004 for any operating
     segment.

5.   Common stock issued at March 31, 2004 was 17,165,141 shares, of which 2,340,733
     shares were held in treasury.  Dividends of $.21 per common share were paid in the
     first quarter of 2004 and a dividend of $.21 per share payable May 5, 2004 to
     holders of record on April 21, 2004 was declared on March 26, 2004.

     Below are the calculations of earnings per share for the three months ended
     March 31, 2004 and 2003.  Options to purchase 2,116,011 shares of common stock
     that were outstanding during the quarter ended March 31, 2003, were not included
     in the computation of diluted earnings per share since the options' exercise
     prices were greater than the average market price of the common shares and,
     therefore, the effect would be antidilutive.  There were no antidilutive options
     outstanding during the quarter ended March 31, 2004.



                                                                         Page 10

       Notes to the Unaudited Condensed Consolidated Financial Statements
                                  (continued)

                                                      Three Months Ended
                                                      3/31/04      3/31/03
         ------------------------------------------------------------------
         Net income                                  $  7,000     $  3,800

         Average common shares outstanding             14,722       14,480
         Add: Dilutive stock options                      345            -
         ------------------------------------------------------------------
         Average shares assuming dilution              15,067       14,480
         ------------------------------------------------------------------

         Basic net income per share                  $   0.47     $   0.26
         Diluted net income per share                $   0.46     $   0.26
         ------------------------------------------------------------------

6.   The Company has accrued the estimated cost of environmental compliance expenses
     related to soil or ground water contamination at current and former manufacturing
     facilities.  Based on consultants' estimates of the costs of remediation in
     accordance with applicable regulatory requirements, the Company believes the
     accrued liability of $1,000 at March 31, 2004 is sufficient to cover the future
     costs of these remedial actions.  Although the Company cannot be certain, the
     Company expects that remediation activities at all facilities will be completed
     in 2004, with the exception of periodic groundwater compliance monitoring activity.

7.   Goodwill by reportable segment as of March 31, 2004 and December 31, 2003 was
     as follows:
                                                           3/31/04     12/31/03
                         ------------------------------------------------------
                         Pharmaceutical Systems           $ 39,200     $ 39,500                                                                                    $
                         Drug Delivery Systems               2,000        2,000
                         ------------------------------------------------------
                                                          $ 41,200     $ 41,500                                                                                    $
                         ======================================================

     The decrease in the Pharmaceutical Systems segment goodwill balance from
     December 31, 2003 is solely due to foreign currency translation adjustments.

     The cost and respective accumulated amortization for the Company's patents,
     was $12,100 and $5,100, respectively, as of March 31, 2004, and $11,800 and
     $4,900, respectively, as of December 31, 2003.  The cost basis of patents
     includes foreign currency translation adjustments of $200 for the quarter ended
     March 31, 2004.  The Company recorded amortization expense of $200 for the three
     months ended March 31, 2004 and 2003.  Amortization for the full year 2004 is
     estimated to be $800.  The estimated annual amortization expense for each of the
     next five years is approximately $800 per year.



                                                                         Page 11


          Notes to the Unaudited Condensed Consolidated Financial Statements
                                     (continued)

8.   There were no changes in the Company's restructuring reserve for the quarter
     ended March 31, 2004.  The Company expects to complete payments of $1,400 within
     the next twelve months.

9.   Other expense for the three months ended March 31, 2004 and 2003 was as follows:

                                                            Three Months Ended
                                                      3/31/2004        3/31/2003
                                                     ---------------------------
       Foreign exchange transaction losses               $  400           $    -
       Loss on sales of equipment and other assets          400              300
       Other                                                  -              100
                                                     ---------------------------
                                                         $  800           $  400
                                                     ===========================

10.  The components of net pension expense for domestic and international plans for
     the three months ended March 31, 2004 and 2003 was as follows:

                                                                          Other retirement
                                                     Pension benefits         benefits
                                                     3/31/04   3/31/03    3/31/04  3/31/03
      ------------------------------------------------------------------------------------
      Service cost                                    $1,300    $1,000       $200     $100
      Interest cost                                    2,900     2,600        100      200
      Expected return on assets                       (3,600)   (3,000)         -        -
      Amortization of unrecognized transition asset        -      (100)         -        -
      Amortization of prior service cost                 200       200          -     (100)
      Recognized actuarial losses                        700       800          -        -
      ------------------------------------------------------------------------------------
      Pension expense                                 $1,500    $1,500       $300     $200
      ====================================================================================


                                                      Other retirement
                                 Pension benefits          benefits              Total
                                3/31/04   3/31/03     3/31/04  3/31/03     3/31/04   3/31/03
      --------------------------------------------------------------------------------------
      Domestic plans            $   900    $1,100        $300     $200      $1,200    $1,300
      International plans           600       400           -        -         600       400
      --------------------------------------------------------------------------------------
                                $ 1,500    $1,500        $300     $200      $1,800    $1,700
      ======================================================================================

11.  In the first quarter of 2004, the Company recorded a $600 gain, included in equity
     in net income of affiliated companies, for its share of the gain on the sale of
     property owned by a Mexican affiliate.  The facility was shut down during 2002
     when the affiliate consolidated two of its rubber molding operations.





                                                                         Page 12

        Notes to the Unaudited Condensed Consolidated Financial Statements
                                    (continued)

12.  In the quarter ended March 31, 2004 and 2003, the Company recorded in cost of
     goods and services sold, $3,200 and $1,600, respectively, of additional production
     costs, and in 2004, added start up costs at the new Kinston facility.  The Company
     also recorded an additional $500 in Kinston related legal costs in selling, general
     and administrative expenses in the first quarter of 2004.

     In addition, in the first quarter of 2003, the Company recognized $5,100 of direct
     costs associated with the Kinston explosion.  These uninsured costs included
     insurance policy deductibles, legal and investigational costs, and environmental
     response costs.

     At December 31, 2003 the Company recorded a $41,000 receivable due from its
     insurance provider in connection with the settlement of its insurance claim for
     the Kinston accident.  The Company received the $41,000 in February 2004.

     The Company has been named a defendant in a lawsuit filed in connection with
     the explosion and related fire in which plaintiffs seek unspecified compensatory
     and punitive damages. Because this lawsuit is in its early stages, the Company
     is unable to estimate these plaintiffs' alleged damages. The Company believes
     that overall it has sufficient insurance to cover losses from expected litigation
     associated with the incident.

13.  In January 2003, the FASB released Interpretation No. 46, "Consolidation of
     Variable Interest Entities, an Interpretation of Accounting Research Bulletin
     No. 51" (FIN 46).  FIN 46 requires a company to consolidate a variable interest
     entity if the company has a variable interest that will absorb the majority of
     the entity's expected losses if they occur, receive a majority of the entity's
     expected residual returns if they occur, or both.  The new interpretation was
     effective immediately at the time of its release for variable interest entities
     created after January 31, 2003 and effective in the first interim or annual period
     beginning after December 15, 2003, for variable interest entities in which the
     company holds a variable interest that it acquired before February 1, 2003.  The
     Company adopted FIN 46 on January 1, 2004. FIN 46 did not have an impact on the
     Company's financial position or results of operations.





                                                                         Page 13


Item 2. Management's Discussion and Analysis of Financial Condition and Results of
        Operations for the Three Months ended March 31, 2004 versus March 31, 2003

Net Sales
- ---------
Consolidated net sales for the first quarter of 2004 were $133.6 million compared
to $117.8 million reported in the first quarter of 2003. Sales increased 13% from
the prior year quarter with 7% of the increase due to the impact of foreign currency
translation.  Overall price increases accounted for 0.7% of the sales increase over
the quarter ended March 31, 2003.

First quarter 2004 sales for the Pharmaceutical Systems segment were $130.4 million,
a $14.2 million or 12% increase from prior year quarter reported sales of $116.2
million.  Approximately 8% of the increase is the result of foreign currency
translation. Sales in Europe, Asia and South America increased 24% from the prior
year quarter with 16% of the increase due to foreign exchange, while sales in domestic
regions were essentially the same as prior year.  Continued demand for prefilled
syringe components in Europe as well as increased sales of lyo and serum stoppers
in all international regions resulted in the increase in sales compared to the prior
year.

Revenues for the quarter ended March 31, 2004 for the Drug Delivery Systems segment,
which includes the clinical services business unit and the drug delivery business
unit, were $3.2 million, compared to $1.6 million in the prior year quarter.  The
increase in revenue is due primarily to improved demand in the clinical services
business unit.

Operating Profit
- ----------------
The Company recorded operating profit of $10.8 million in the first quarter ended
March 31, 2004, compared to operating profit of $6.5 million in the prior year
quarter.  Operating profit (loss) for the three months ended March 31, 2004 and
2003 was as follows:

                                                 Three Months Ended
                                             3/31/04             3/31/03
- -------------------------------------------------------------------------
Pharmaceutical Systems                         $20.6               $20.9
Drug Delivery Systems                           (2.8)               (3.5)
Corporate costs                                 (5.8)               (4.5)
U.S. pension expense                            (1.2)               (1.3)
Costs associated with plant explosion              -                (5.1)
- -------------------------------------------------------------------------
  Operating profit                             $10.8                $6.5
=========================================================================

Pharmaceutical Systems' segment operating profit for the first quarter of 2004
decreased by $0.3 million from the prior year quarter. The loss of production
capacity due to the 2003 explosion at the Kinston plant was addressed by increasing
output at other Company facilities resulting in additional production costs and,
in 2004, added start up costs at a new Kinston facility, totaling $3.2 million and
$1.6 million in the first quarters of 2004 and 2003,



                                                                         Page 14


Management's Discussion and Analysis of Financial Condition and Results of Operations
for the Three Months ended March 31, 2004 versus March 31, 2003

respectively.  Related insurance recoveries were recognized only as those amounts
became reasonably estimable, in the second and third quarters of 2003, with a final
settlement recorded in the fourth quarter of 2003. As a result of the insurance
settlement in 2003, no additional amounts are recoverable with regard to continuing
business interruption losses that will be incurred in 2004. These increased production
costs and an unfavorable sales mix in North America led to a decline in gross margins
for the Pharmaceutical Systems segment to 30.3% in the first quarter of 2004 compared
to 31.2% in the prior year quarter. The decline in margins was largely offset by the
continued strength of the Euro and other currencies versus the U.S. dollar, resulting
in a $1.6 million favorable translation variance in comparing first quarter 2004
operating profit versus first quarter 2003.  Selling, general and administrative
expenses were approximately 14% of net sales in the first quarter of 2004 compared
to 13% in the prior year quarter.  The increase is due mainly to increased severance,
sales incentives and other compensation costs.

In the first quarter of 2003, the Company recognized $5.1 million of direct costs
associated with the Kinston plant explosion.  These uninsured costs included insurance
policy deductibles, legal and investigational costs, and environmental response costs.

In the first quarter of 2004 the Company decided to shut down its plastic device plant
located in Lewes, England, for which an impairment charge was recorded in the fourth
quarter of 2003. The Company is currently working with its customers to transfer
portions of the remaining production to other plants and expects to cease all production
and finalize shut down of the facility by the end of the fourth quarter of 2004.

In the Drug Delivery Systems segment, operating losses for the quarter ended
March 31, 2004, decreased by $0.7 million from the prior year quarter.  Significant
improvements in clinical services revenues resulted in increased operating profit
for the business unit.  This was offset slightly by increased research and development
expense in the drug delivery business unit.

Corporate costs were $5.8 million in the first quarter ended March 31, 2004 up from
$4.5 million in 2003.  The increase in the first quarter 2004 includes a $1.3 million
increase in outside services, including $0.5 million of legal costs related to the
Kinston incident, $0.3 million in FDA regulatory compliance costs and $0.2 million
of additional Sarbanes-Oxley compliance costs.  Director stock-based compensation
increased $0.6 million resulting from the increase in the Company's stock price in
the first quarter of 2004, versus a decrease in the price in the first quarter of 2003.
These increases were slightly offset by a $0.3 million decrease in information systems
project costs.

U.S. pension plan expenses were $1.2 million in the first quarter ended March 31, 2004
compared to $1.3 million in the prior year quarter.  The slight decrease in pension
expense is due to the 2003 recovery of the U.S. stock market which resulted in
unrealized gains that reduced current year expense.  The Company expects full year
2004 U.S. pension expense to be $5.0 million.

Interest Expense, net
- ---------------------
Net interest costs were $1.9 million in both the first quarter ended March 31, 2004
and 2003.  A decrease in interest expense of $0.3 million, resulting from decreased
debt levels in the current year, was offset by a $0.3 million reduction in interest
income from customer advances.



                                                                         Page 15


Management's Discussion and Analysis of Financial Condition and Results of Operations
for the Three Months ended March 31, 2004 versus March 31, 2003

Provision for Income Taxes
- --------------------------
The effective tax rate for the first quarter ended March 31, 2004 was 32.8% compared
to 28.7% in the prior year quarter.  The increase in the effective rate from the
prior year quarter is due to a change in the geographic mix of earnings.

Equity in Net Income of Affiliated Companies
- --------------------------------------------
Earnings in net income of affiliated companies was $1.0 million in the first quarter
ended March 31, 2004, up from the $0.5 million in the first quarter of 2003.  Earnings
from the Company's 49% owned Mexican affiliates were up $0.7 million from the prior
year quarter.  In the first quarter of 2004, the Company recorded $0.6 million for
its share of the gain on the sale of property owned by its Mexican affiliate.  The
facility was shut down during 2002 when the affiliate consolidated two of its rubber
molding operations.  Results in the first quarter ended March 31, 2004 from Daikyo
Seiko, Ltd., a Japanese company in which the Company has a 25% ownership interest,
decreased approximately $0.2 million from the prior year quarter as export sales were
down slightly from the prior year quarter.

Net Income
- ----------
Net income for the first quarter ended March 31, 2004 was $7.0 million, or $0.46 per
diluted share, compared to $3.8 million, or $0.26 per diluted share, in the first
quarter of 2003.  Net income for the first quarter of 2004 included $3.7 million
($2.5 million, or $0.17 per diluted share, net of tax) of additional production and
selling, general and administrative costs related to the explosion at the Kinston
facility.  Net income for the first quarter of 2004 also includes a $0.6 million,
or $0.04 per diluted share, gain on the sale of property by the Company's equity
affiliate in Mexico.  Net income for the first quarter of 2003 included $5.1 million
of uninsured costs associated with the Kinston plant explosion and an additional
$1.6 million of business interruption losses, totaling $6.7 million ($4.3 million,
or $0.30 per diluted share, net of tax).

Liquidity and Capital Resources
- -------------------------------
Working capital at March 31, 2004 was $85.0 million compared with $97.8 million at
December 31, 2003.  The working capital ratio at March 31, 2004 was 1.8 to 1.
Accounts receivable increased significantly, mostly due to the increase in March 2004
sales levels versus December 2003.  Days sales outstanding was 52.8 days, increasing
slightly from the 51.3 days in 2003. Cash flows provided by operations were $8.1
million for the three months ended March 31, 2004 compared to $14.1 million in the
prior year quarter. The decrease in operating cash flow resulted from increases in
accounts receivable, inventory and other assets which were mostly offset by the $9.2
million in operating cash flow provided by the Kinston insurance settlement.





                                                                         Page 16


Management's Discussion and Analysis of Financial Condition and Results of Operations
for the Three Months ended March 31, 2004 versus March 31, 2003

At December 31, 2003 the Company recorded a $41.0 million receivable due from its
insurance provider in connection with the settlement of its insurance claim for the
Kinston accident.  The Company received the $41.0 million in February 2004.  Of the
$41.0 million received, $31.8 million was included in investing cash flows and
the remaining $9.2 million was included in operating cash flow as it related to
recoveries for business interruption and other out-of-pocket Kinston related costs.

Capital spending for the quarter ended March 31, 2004 was $16.5 million.  Expenditures
included $8.1 million related to the construction of the new compression molding
facility in Kinston, $2.0 million for the expansion of the facility in Stolberg,
Germany and $1.1 million for the expansion at the Westar facility in Jersey Shore,
Pennsylvania.  The remaining expenditures were for new equipment purchases and
equipment upgrades.  Full year 2004 capital spending is projected to be approximately
$60 million, which includes $12 million related to the replacement of the Kinston
facility.  The Company expects that the new Kinston facility will be completed by the
end of the third quarter of 2004.

Cash flows from investing activities also included the $0.6 million repayment of an
advance the Company had made to its equity affiliate in Mexico and $0.6 million in
collections of advances made to customers.

The Company paid cash dividends totaling $3.1 million ($0.21 per share) during the
three month period ended March 31, 2004 and received $4.8 million in proceeds from
employee stock option exercises.

Debt as a percentage of total invested capital at March 31, 2004 was 36.6% compared
to 40.5% at December 31, 2003.  Debt was $152.2 million at March 31, 2004, versus
the $175.0 million at December 31, 2003.  The decrease in debt was made possible
by the collection of the insurance receivable in the first quarter of 2004.  Total
shareholders' equity was $263.1 million at March 31, 2004 compared to $257.6 million
at December 31, 2003.  The increase in equity was due to current year net income and
employee stock option exercises, partially offset by dividend payments and negative
foreign currency translation adjustments.

The Company relies on operating cash flow, short-term lines of credit, and a long-term
revolving credit facility to provide for working capital needs and capital expenditures.
The Company's multi-currency revolving credit agreement consists of a $70.0 million
five year revolving credit facility and a $55.0 million 364-day line of credit.  As
of March 31, 2004 the Company had borrowed $48.5 million under the five-year facility.

The Company believes that its financial condition, capitalization structure and
expected income from operations will be sufficient to meet the Company's future cash
requirements, at least through July 2005, at which time the Company's revolving credit
facility expires.  The Company anticipates refinancing the existing facilities in the
second quarter of 2004.

The Company is subject to certain risks and uncertainties connected with the explosion
at the Company's Kinston, NC plant.  See the text under the caption "Cautionary
Statement Regarding Forward-Looking Information."




                                                                         Page 17


Management's Discussion and Analysis of Financial Condition and Results of Operations
for the Three Months ended March 31, 2004 versus March 31, 2003

New Accounting Standards
- ------------------------
In January 2003, the FASB released Interpretation No. 46, "Consolidation of Variable
Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" (FIN 46).
FIN 46 requires a company to consolidate a variable interest entity if the company
has a variable interest that will absorb the majority of the entity's expected losses
if they occur, receive a majority of the entity's expected residual returns if they
occur, or both.  The new interpretation was effective immediately at the time of its
release for variable interest entities created after January 31, 2003 and effective
in the first interim or annual period beginning after December 15, 2003, for variable
interest entities in which the company holds a variable interest that it acquired
before February 1, 2003.  The Company adopted FIN 46 on January 1, 2004.  FIN 46 did
not have an impact on the Company's financial position or results of operations.

Market Risk
- -----------
The Company is exposed to various market risk factors such as fluctuating interest
rates and foreign currency rate fluctuations. These risk factors can impact results
of operations, cash flows and financial position. These risks are managed periodically
with the use of derivative financial instruments such as interest rate swaps and
forward exchange contracts. In accordance with Company policy, derivative financial
instruments are not used for speculation or trading purposes.

The Company periodically uses forward contracts to hedge certain transactions or to
neutralize month-end balance sheet exposures on cross currency intercompany loans.
The Company has a number of forward contracts with fair values totaling $0.1 million
as of March 31, 2004 to purchase various currencies in Europe and Asia.



                                                                         Page 18


Management's Discussion and Analysis of Financial Condition and Results of Operations
for the Three Months ended March 31, 2004 versus March 31, 2003

Cautionary Statement Regarding Forward-Looking Information
- ----------------------------------------------------------

Certain statements contained in this Report or in other company documents and certain
statements that may be made by management of the Company orally may contain
forward-looking statements as defined in the Private Securities Litigation Reform
Act of 1995. These statements can be identified by the fact that they do not relate
strictly to historic or current facts. They use words such as "estimate," "expect,"
"intend," "believe," "plan," "anticipate" and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance or condition. In particular, these include statements concerning future
actions, future performance or results of current and anticipated products, sales
efforts, expenses, the outcome of contingencies such as legal proceedings and
financial results.

Because actual results are affected by risks and uncertainties, the Company cautions
investors that actual results may differ materially from those expressed or implied
in any forward-looking statement.

It is not possible to predict or identify all such risks and uncertainties, but
factors that could cause the actual results to differ materially from expected and
historical results include, but are not limited to: sales demand, timing of customers'
projects; successful development of proprietary drug delivery technologies, systems
and products, including but not limited to risks associated with clinical trials and
with the creation, use and defense of intellectual property; regulatory, licensee
and/or market acceptance of products based on those technologies or generic versions
of commercial products; competitive pressures; the strength or weakness of the
U.S. dollar; inflation; the cost and availability of raw materials; the availability
of credit facilities; and, statutory tax rates.

With respect to the explosion and fire at the Company's Kinston, NC plant, the
following factors should also be taken into consideration: the timely completion
of the new production facility at Kinston and customers approval of the facility
and products produced there, and achieving cost efficient levels of production in the
new facility; the costs associated with business interruption losses; the
unpredictability of existing and future possible litigation related to the explosion
and the adequacy of insurance recoveries for costs associated with such litigation;
government actions or investigations affecting the Company; the ability of the Company
to continue to meet production requirements from other plant sites and third parties
in a timely manner; the extent of uninsured costs for, among other things, legal
and investigation services and incremental insurance; and regulatory approvals and
customer acceptance of goods from alternate sites.

The Company assumes no obligation to update forward-looking statements as circumstances
change. Investors are advised, however, to consult any further disclosures the Company
makes on related subjects in the Company's 10-K, 10-Q and 8-K reports.






                                                                         Page 19


Item 3.  Quantitative and Qualitative Disclosure about Market Risk.
         ---------------------------------------------------------
         The information called for by this item is included in the text under the
         caption "Market Risk" in Item 2. "Management's Discussion and Analysis of
         Financial Condition and Results of Operations" and should be read in
         conjunction with the Company's Annual Report on Form 10-K for the year
         ended December 31, 2003.


Item 4.  Controls and Procedures.
         ------------------------
         The Company has established disclosure controls and procedures (as defined
         under SEC Rules 13a-15(e) and 15d-15(e)) that are designed to, among other
         things, ensure that information required to be disclosed in the Company's
         periodic reports is recorded, processed, summarized and reported on a timely
         basis and that such information is made known to the Company's Chief Executive
         Officer and Chief Financial Officer, as appropriate, to allow timely decisions
         regarding required disclosure.

         The Company's management, with the participation of the Chief Executive
         Officer and the Chief Financial Officer, has evaluated the effectiveness
         of the Company's disclosure controls and procedures as of the end of the
         period covered by this quarterly report, and based on such evaluation, have
         concluded that such disclosure controls and procedures are effective.

         Additionally, the Company's management, with the participation of the Chief
         Executive Officer and the Chief Financial Officer, has evaluated the Company's
         internal control over financial reporting, and based on such evaluation, has
         concluded that there has been no change to the Company's internal control
         over financial reporting that occurred during the quarter ended March 31, 2004
         that has materially affected, or is reasonably likely to materially affect,
         these internal controls.





                                                                         Page 20


Part II - Other Information


Item 6.  Exhibits and Reports on Form 8-K

(a)      See Index to Exhibits on page F-1 of this Report.

(b)      On February 17, 2004, the Company filed a Current Report on Form 8-K.
         Under Item 12 of that Report, the Company furnished to the Commission
         the press release dated February 17, 2004.







                                                                         Page 21



                            SIGNATURES






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




                                  WEST PHARMACEUTICAL SERVICES, INC.
                                  ---------------------------------------------
                                  (Registrant)


May 5, 2004                       /s/ William J. Federici
- ------------                      ---------------------------------------------
Date                              William J. Federici
                                  Vice President and Chief Financial Officer





                                INDEX TO EXHIBITS

Exhibit
Number

(2)      None.

(3) (a)  Amended and Restated Articles of Incorporation of the Company through
         January 4, 1999 incorporated by reference to Exhibit (3)(a) of the Company's
         Annual Report on Form 10-K for the year ended December 31, 1998
         (File No. 1-8036).

(3) (b)  Bylaws of the Company, as amended through March 6, 2004.

(4) (a)  Form of stock certificate for common stock incorporated by reference to
         Exhibit (4) (a) of the Company's Annual Report on Form 10-K for the year
         ended December 31, 1998 (File No.1-8036).

(4) (b)  Article 5, 6, 8(c) and 9 of the Amended and Restated Articles of Incorporation
         of the Company, incorporated by reference to Exhibit (3)(a) of the  Company's
         Annual Report on Form 10-K for the year ended December 31, 1998
        (File No. 1-8036).

(4) (c)  Article I and V of the Bylaws of the Company, as amended through March 6, 2004.

(10)     None.

(11)     Non Applicable.

(15)     None.

(18)     None.

(19)     None.

(22)     None.

(23)     Non Applicable.

(24)     None.

(31) (a) Section 302 Certification by Donald E. Morel, Jr., Ph.D.

(31) (b) Section 302 Certification by William J. Federici.

(32) (a) Certification by Donald E.  Morel, Jr., Ph.D., pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

(32) (b) Certification by William J. Federici, pursuant to 18 U.S.C. Section 1350,
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(99)     None.

                                              F - 1

EX-3.(I)

Exhibit (3)(b)

As Amended Through March 6, 2004

WEST PHARMACEUTICAL SERVICES, INC.

BYLAWS

ARTICLE I

SHAREHOLDERS

Section 1. Meetings.

    (a)        Annual Meeting. The annual meeting of the shareholders for the election of directors and for other business shall be held at such time as may be fixed by the board of directors, on the first Thursday of May in each year (or, if such is a legal holiday, on the next following day,) or on such other day as may be fixed by the board of directors.

    (b)        Special Meetings. Special Meetings of the shareholders may be called at any time by the Chairman of the Board, the President, or a majority of the board of directors. Such special meetings of the shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as shall be specified in the notices thereof. Only business within the purpose or purposes described in the notice thereof required by these bylaws may be conducted at a special meeting of the shareholders. No shareholder shall have the power to require that a meeting of the shareholders be held or that any matter be voted on by the shareholders at any special meeting, except as required by law.

    (c)        Place. Meetings of the shareholders shall be held at such place as may be fixed by the board of directors.

Section 2. Notice.

    (a)        Valid Notice. Written notice of the time and place of all meetings of shareholders and of the purpose of each special meeting of shareholders shall be given to each shareholder entitled to vote thereat at least five days before the date of the meeting, unless a greater period of notice is required by law in a particular case. If such notice is mailed, it shall be deemed to have been delivered to a shareholder on the third day after it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his or her address as it appears on the record of shareholders of the Company, or, if he or she shall have filed with the Secretary of the Company a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. Such further notice shall be given as may be required by law or otherwise by these bylaws.

    (b)        Waivers of Notice. No notice of any meeting of shareholders need be given to any shareholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in a written waiver of notice. The attendance of any shareholder at a meeting of shareholders shall constitute a waiver of notice of such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3. Voting.

    (a)        Votes. Except as otherwise provided herein, or in the Articles of Incorporation, or by applicable law, every shareholder shall have the right at every shareholders’ meeting to one vote for every share standing in his name on the books of the Company which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy. No shareholder shall be entitled to participate in any meeting of shareholders by means of conference telephone or similar communications equipment unless the board of directors shall have provided by resolution for such participation.

    (b)        Proxies. Any shareholder entitled to vote at any meeting of the shareholders or to express consent to or dissent from corporate action in writing without a meeting may vote in person or may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy executed in writing by the shareholder. A shareholder may authorize a valid proxy by executing a written instrument signed by such shareholder, or by causing his or her signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature or photographic, photostatic, or similar reproduction or by transmitting or authorizing the transmission of a telegram or any other means of electronic communication that results in a writing to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy unless such proxy provides for a longer period. A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Company. Proxies by telegram or other electronic communication must either set forth or be submitted with information from which it can be determined that the telegram or other electronic communication was authorized by the shareholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 4. Quorum and Required Vote. Except as otherwise provided herein, or in the Articles of Incorporation, or by applicable law, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at a meeting shall constitute a quorum. If a quorum is not present no business shall be transacted except to adjourn to a future time. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 5. Nomination of Directors.

    (a)        Director Nominations. Nominations for election of directors at a meeting of shareholders may be made by the board of director.

    (b)        Shareholder Recommendations. Recommendations for nomination for election of directors at a meeting of shareholders may be made by any shareholder entitled to vote for election of directors at such meeting, provided, that such recommendation for nomination made by such a shareholder shall be made by written notice (the “Recommendation Notice”) of the shareholder’s desire to have a director nominated at the meeting given to and received by the Secretary of the Company in the manner and within the time specified in this Section 5. The Recommendation Notice shall be delivered to the Secretary of the Company not less than 90 days prior to the anniversary date of the immediately preceding meeting of shareholders called for the election of directors; provided, however, that in the event less than 21 days’ notice or prior public disclosure of the date of the meeting is given to shareholders or made, the Recommendation Notice shall be delivered to the Secretary of the Company not later than the earlier of (i) the seventh day following the day on which notice of the date of the meeting was first mailed to shareholders or such public disclosure was made, whichever occurs first, or (ii) the fourth day prior to the meeting. In lieu of delivery to the Secretary, the Recommendation Notice may be mailed to the Secretary by certified mail, return receipt requested, but shall be deemed to have been given only upon actual receipt by the Secretary. If the board of directors of the Company determines that the nominee or nominees contained in a Recommendation Notice should be included as a nominee for election to the board of directors of the Company at a meeting of shareholders called for such purpose, such nominee or nominees shall be included as a director nominee on the Company’s proxy statement related to such meeting of shareholders.

    (c)        Shareholder Nominations. Notwithstanding the foregoing, nominations for election of directors at a meeting of shareholders called for such purpose may be made by any shareholder entitled to vote for the election of directors at such meeting, provided that such shareholder solicits its own proxy from the shareholders of the Company (i.e., the Company shall in no way be obligated to include such nominee or nominees on the Company’s proxy statement related to such meeting of shareholders); provided, however, that such nominations made by such a shareholder shall be made by written notice (the “Nomination Notice”) of the shareholder’s intent to nominate a director at the meeting given to and received by the Secretary of the Company in the manner and within the time specified in this Section 5. The Nomination Notice shall be delivered to the Secretary of the Company not less than 90 days prior to the anniversary date of the immediately preceding meeting of shareholders called for the election of directors; provided, however, that in the event less than 21 days’ notice or prior public disclosure of the date of the meeting is given to shareholders or made, the Nomination Notice shall be delivered to the Secretary of the Company not later than the earlier of (i) the seventh day following the day on which notice of the date of the meeting was first mailed to shareholders or such public disclosure was made, whichever occurs first, or (ii) the fourth day prior to the meeting. In lieu of delivery to the Secretary, the Nomination Notice may be mailed to the Secretary by certified mail, return receipt requested, but shall be deemed to have been given only upon actual receipt by the Secretary.

    (d)        Contents of the Recommendation Notice and the Nomination Notice. Each of the Recommendation Notice and the Nomination Notice shall be in writing and shall contain or be accompanied by:

    (1)        the name and address, as they appear on the Company’s books, of the shareholder giving the Recommendation Notice or the Nomination Notice, as applicable;

    (2)        a representation of the number and class of the Company’s securities that the shareholder giving the Recommendation Notice or the Nomination Notice, as applicable, owns beneficially and that the shareholder is the holder of record of the Company’s shares and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the Recommendation Notice or the Nomination Notice, as applicable;

    (3)        as to each proposed nominee, (i) his name, age, business address and, if known, residence address, (ii) his principal occupation or employment, (iii) the number and class of the Company’s securities beneficially owned by him, (iv) information necessary to determine if such nominee is an “Independent Director” meeting the requirements of Section 7 of Article II of these bylaws and (v) such other information regarding such nominee as would have been required to be included in a proxy statement filed pursuant to Regulation 14A of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended>, (or pursuant to any successor act or regulation) (the “Exchange Act”), and Rule 14a-11 thereunder, had proxies been solicited with respect to such nominee by the management or board of directors of the Company;

    (4)        a description of all arrangements or understandings among the shareholder giving the Recommendation Notice or the Nomination Notice, as applicable, and each proposed nominee and any other person or persons (naming such person or persons) pursuant to which the recommendation or recommendations or nomination or nominations are to be made by the shareholder; and

    (5)        the consent of each proposed nominee to serve as a director of the Company if so elected.

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of the nominee to serve as a director.

    (e)        Determination of Compliance. If a judge or judges of election shall not have been appointed pursuant to these bylaws, the chairman of the meeting may, if the facts warrant, determine and declare to the meeting that any nomination made at the meeting was not made in accordance with the procedures of this Section 5 and, in such event, the nomination shall be disregarded. Any decision by the chairman of the meeting shall be conclusive and binding upon all shareholders of the Company for any purpose.

    (f)        Exception. The procedures of this Section 5 shall not apply to nominations with respect to which proxies shall have been solicited pursuant to a proxy statement filed pursuant to Regulation 14A of the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act.

Section 6. Notice of Business at Annual Meetings.

    (a)        Notice Required. At an annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (2) otherwise properly brought before the meeting by or at the direction of the board of directors or (3) properly brought before the meeting by a shareholder. For business relating to the election of directors of the Company, to be properly brought before an annual meeting by a shareholder, the procedures in Section 6 of this Article II must be complied with. If such business relates to any other matter, the shareholder must give written notice (the “Business Notice”) of the shareholder’s intent to propose business at the annual meeting to the Secretary of the Company in the manner and within the time specified in this Section 6. The Business Notice shall be delivered to the Secretary of the Company not less than 90 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that less than 21 days’ notice or prior public disclosure of the date of the meeting is given to shareholders or made, the Business Notice shall be delivered to the Secretary of the Company not later than the earlier of (i) the seventh day following the day on which such notice of the date of the meeting was first mailed to shareholders or such public disclosure was made, whichever occurs first, or (ii) the fourth day prior to the meeting. In lieu of delivering to the Secretary, the Business Notice may be mailed to the Secretary by certified mail, return receipt requested, but shall be deemed to have been given only upon receipt by the Secretary.

    (b)        Content of Notice. The Business Notice shall be in writing and shall contain or be accompanied by the following as to each matter the shareholder proposes to bring before the annual meeting: (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meting, (2) the name and address, as they appear on the Company’s books, of the shareholder giving the Business Notice, (3) the number and class of the Company’s securities beneficially owned by him, and (4) any material interest of the shareholder giving the Business Notice in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 6, except that any shareholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated by the Securities and Exchange Commission under the Exchange Act and is to be included in the Company’s proxy statement for an annual meeting of shareholders shall be deemed to comply with the requirements of this Section 6.

    (c)        Determination of Compliance. If a judge or judges of election shall not have been appointed pursuant to these bylaws, the chairman of the meeting may, if the facts warrant, determine and declare to the meeting that any business brought before the meeting was not done so in accordance with the procedures of this Section 6 and, in such event, the business shall be disregarded. Any decision by the chairman of the meeting shall be conclusive and binding upon all shareholders of the Company for any purpose.

ARTICLE II

DIRECTORS

Section 1. Number and Term. Subject to the provisions of the Articles of Incorporation and of applicable law, the board of directors shall have the authority to (i) determine the number of directors to constitute the board, and (ii) fix the terms of office of the directors and classify each director in respect of the time for which he shall hold office.

Section 2. Powers. The business of the Company shall be managed by the board of directors which shall have all powers conferred by applicable law and these bylaws. The board of directors shall elect, remove or suspend officers, determine their duties and compensations, and require security in such amounts as it may deem proper.

Section 3. Committees. The board of directors shall establish and maintain a Compensation Committee, a Nominating and Governance Committee and an Audit Committee and may establish such other committees as it shall deem appropriate. Each such committee shall consist of one or more directors and shall have such powers and duties as the board of directors shall determine.

Section 4. Meetings.

    (a)        Regular Meetings. Regular meetings shall be held at such times as the board shall designate by resolution. Notice of regular meetings need not be given.

    (b)        Special Meetings. Special meetings of the board may be called at any time by the Chairman of the Board or the President and shall be called by him upon the written request of one-third of the directors. Notice of the time, place and general nature of the business to be transacted at each special meeting shall be given to each director at least 24 hours (in the case of notice by telephone) or two days (in the case of notice by other means) before such meeting.

    (c)        Place. Meetings of the board of directors shall be held at such place as the board may designate or as may be designated in the notice calling the meeting.

    (d)        Participation. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 5. Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting and, except as provided in Article VI, the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the board of directors.

Section 6. Vacancies. Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority of the directors then in office, though less than a quorum, and each person so elected shall be a director to serve for the balance of the unexpired term and until his successor is duly elected and qualified.

Section 7. Independent Directors.

    (a)        Definition of Independent Director. For purposes of these bylaws, the term “Independent Director” shall mean a director who qualifies as independent in accordance with the independence tests set forth in Section 303A.02 of the New York Stock Exchange’s Listed Company Manual, as amended. Notwithstanding the foregoing, the ownership of equity or debt securities of the Company, or derivatives thereof, shall not by itself disqualify any person from being classified as an Independent Director.

    (b)        Interpretation and Application of This Bylaw. The board of directors shall have the exclusive right and power to interpret and apply provisions of this bylaw, including, without limitation, the definitions of terms used in and guidelines for the application of this bylaw. In the case of any such interpretation or application to a specific person which results in such person being classified as an Independent Director, the board of directors shall have determined that such person is independent of management and free from any relationship that, in the opinion of the board of directors, would interfere with such person’s exercise of independent judgment as a board member. Each director has a duty to disclose all circumstances that may have a bearing on his or her classification as an Independent Director.

    (c)        Duties of Independent Directors. Independent Directors shall have the following special duties and responsibilities:

    (1)        to evaluate, periodically and at least annually, the performance of the chief executive officer of the Company, including, among other things, a determination of the manner in which he or she is fulfilling responsibilities to directors, shareholders, employees, customers and other constituencies.

    (2)        to assure that the chief executive officer has appropriate leadership succession plans for the Company; and

    (3)        to review and monitor achievement of the chief executive officer’s long-range strategic plans for the Company.

    (d)        Chairman, Independent Directors. Immediately after adoption of this bylaw, and thereafter at the first board meeting after each annual meeting of shareholders, the Independent Directors shall elect from their membership one director to be chairman, whose term shall be annual, but who may not be elected to serve more than four annual terms in succession. The chairman shall preside at all meetings of Independent Directors and, in addition, shall have the following special duties and responsibilities:

    (1)        to confer with the chief executive officer in advance of each board meeting to assure that (i) the board agenda contains those items that the Independent Directors believe are important to their understanding and evaluation of the Company and its affairs, and (ii) the information provided to and presentations made to the board, and other communications are in keeping with the board’s needs and wishes; and

    (2)        to be available to call meetings of the Independent Directors whenever he or she deems appropriate, and generally to be a focal point for Board discussion on any subject where a board member believes the chief executive officer would not be the appropriate person to call such meeting.

Section 8. Limitation on Liability. A director shall not be personally liable for monetary damages for any action taken on or after January 27, 1987, or for the failure to take any action on or after the date, unless (i) the director has breached or failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors’ Liability Act (Act 145 of 1986, P.L. 1458), relating to standard of care and justifiable reliance, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 6 shall not apply to (i) the responsibility or liability of a director pursuant to any criminal statute, or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law. Any repeal or modification of any provision of this Section 8 of Article II shall be prospective only and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Company existing at the time of such repeal or modification.

ARTICLE III

OFFICERS

Section 1. Election. At its first meeting after each annual meeting of shareholders, the board of directors shall elect a chairman, a president, a treasurer, a secretary, a controller and such other officers as it deems advisable. Any two or more offices may be held by the same person.

Section 2. Chairman. The chairman shall preside at all meetings of the board and of the shareholders. In the absence of the chairman, a director selected by a majority of the board shall discharge the duties of the chairman.

Section 3. President. Except as the board of directors may otherwise prescribe by resolution, the president shall be the chief executive officer of the Company and shall have general supervision over the business and operations of the Company and may perform any act and execute any instrument or other papers for the conduct of such business and operations.

Section 4. Other Officers. The duties and powers of the other officers shall be those usually related to their offices or as may be designated by the president, except as otherwise prescribed by resolution of the board of directors.

Section 5. General. In the absence of the president, the chairman, or any other officer or officers designated by the board shall exercise the powers and perform the duties of the president. The president, or any officer or employee authorized by him, may appoint, remove or suspend agents or employees of the Company, other than officers appointed by the Board, and may determine their duties and compensation.

ARTICLE IV

INDEMNIFICATION

Section 1. Right to Indemnification. The Company shall indemnify to the extent not prohibited by applicable law, any person who was or is a party (which shall include for purposes of this Article IV the giving of testimony or similar involvement) or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including an employee benefit plan, against any liability, penalty, damages, excise tax assessed with respect to an employee benefit plan, costs, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Company. The board of directors may, and on request of any such person shall be required to, determine in each case whether applicable law prohibits indemnification, or such determination shall be made by independent legal counsel if the board so directs or if the board is not empowered by law to make such determination. If there has been a change in control (as such term is used in Item 6(a) of Schedule 14A promulgated by the Securities and Exchange Commission under the Exchange Act of the Company between (1) the time of the action or failure to act giving rise to the claim for indemnification and (2) the time such claim is made, at the option of the person seeking indemnification the permissibility of indemnification shall be determined by independent legal counsel selected jointly by the Company and the person seeking indemnification. The fees and expenses of such counsel shall be paid by the Company. The obligations of the Company to indemnify a director, officer, employee or agent under this Article IV, including the duty to advance expenses, shall be a contract between the Company and such person, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director, officer, employee or agent such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

Section 2. Advancement of Expenses. Expenses (including attorney’s fees) incurred in defending an action, suit or proceeding referred to in this Article IV shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article IV or otherwise.

Section 3. Indemnification Not Exclusive. The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any agreement, vote of shareholders or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

Section 4. Insurance, Security and Other Indemnification. The board of directors shall have the power to (a) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and others to the extent that power to do so has not been restricted by applicable law, (b) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure in any manner any of its indemnification obligations and (c) give other indemnification to the extent not prohibited by applicable law.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal and the signature (which may be a facsimile signature) of the chairman, president or a vice president and the secretary or an assistant secretary or treasurer of the Company.

Section 2. Transfers. Shares of stock of the Company shall be transferable on the books of the Company only by the registered holder or by duly authorized attorney. A transfer shall be made only upon surrender of the share certificate.

ARTICLE VI

CERTAIN MATTERS RELATING TO

PENNSYLVANIA ACT NO. 36 OF 1990

        In accordance with the provisions of Section 2571(b)(2)(i) of the Pennsylvania Associations Code, as amended, Subchapter H, Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of the Pennsylvania Associations Code shall not be applicable to the Company.

ARTICLE VII

AMENDMENTS

        Except as restricted by applicable law, the authority to adopt, amend and repeal the bylaws of the Company is expressly vested in the board of directors, subject to the power of the shareholders to change such action. These bylaws may be changed at any regular or special meeting of the board of directors by the vote of a majority of all the directors in office.

EX-4

Exhibit (4)(c)

As Amended Through March 6, 2004

WEST PHARMACEUTICAL SERVICES, INC.

BYLAWS

ARTICLE I

SHAREHOLDERS

Section 1. Meetings.

    (a)        Annual Meeting. The annual meeting of the shareholders for the election of directors and for other business shall be held at such time as may be fixed by the board of directors, on the first Thursday of May in each year (or, if such is a legal holiday, on the next following day,) or on such other day as may be fixed by the board of directors.

    (b)        Special Meetings. Special Meetings of the shareholders may be called at any time by the Chairman of the Board, the President, or a majority of the board of directors. Such special meetings of the shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as shall be specified in the notices thereof. Only business within the purpose or purposes described in the notice thereof required by these bylaws may be conducted at a special meeting of the shareholders. No shareholder shall have the power to require that a meeting of the shareholders be held or that any matter be voted on by the shareholders at any special meeting, except as required by law.

    (c)        Place. Meetings of the shareholders shall be held at such place as may be fixed by the board of directors.

Section 2. Notice.

    (a)        Valid Notice. Written notice of the time and place of all meetings of shareholders and of the purpose of each special meeting of shareholders shall be given to each shareholder entitled to vote thereat at least five days before the date of the meeting, unless a greater period of notice is required by law in a particular case. If such notice is mailed, it shall be deemed to have been delivered to a shareholder on the third day after it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his or her address as it appears on the record of shareholders of the Company, or, if he or she shall have filed with the Secretary of the Company a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. Such further notice shall be given as may be required by law or otherwise by these bylaws.

    (b)        Waivers of Notice. No notice of any meeting of shareholders need be given to any shareholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in a written waiver of notice. The attendance of any shareholder at a meeting of shareholders shall constitute a waiver of notice of such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3. Voting.

    (a)        Votes. Except as otherwise provided herein, or in the Articles of Incorporation, or by applicable law, every shareholder shall have the right at every shareholders’ meeting to one vote for every share standing in his name on the books of the Company which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy. No shareholder shall be entitled to participate in any meeting of shareholders by means of conference telephone or similar communications equipment unless the board of directors shall have provided by resolution for such participation.

    (b)        Proxies. Any shareholder entitled to vote at any meeting of the shareholders or to express consent to or dissent from corporate action in writing without a meeting may vote in person or may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy executed in writing by the shareholder. A shareholder may authorize a valid proxy by executing a written instrument signed by such shareholder, or by causing his or her signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature or photographic, photostatic, or similar reproduction or by transmitting or authorizing the transmission of a telegram or any other means of electronic communication that results in a writing to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy unless such proxy provides for a longer period. A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Company. Proxies by telegram or other electronic communication must either set forth or be submitted with information from which it can be determined that the telegram or other electronic communication was authorized by the shareholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 4. Quorum and Required Vote. Except as otherwise provided herein, or in the Articles of Incorporation, or by applicable law, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at a meeting shall constitute a quorum. If a quorum is not present no business shall be transacted except to adjourn to a future time. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 5. Nomination of Directors.

    (a)        Director Nominations. Nominations for election of directors at a meeting of shareholders may be made by the board of director.

    (b)        Shareholder Recommendations. Recommendations for nomination for election of directors at a meeting of shareholders may be made by any shareholder entitled to vote for election of directors at such meeting, provided, that such recommendation for nomination made by such a shareholder shall be made by written notice (the “Recommendation Notice”) of the shareholder’s desire to have a director nominated at the meeting given to and received by the Secretary of the Company in the manner and within the time specified in this Section 5. The Recommendation Notice shall be delivered to the Secretary of the Company not less than 90 days prior to the anniversary date of the immediately preceding meeting of shareholders called for the election of directors; provided, however, that in the event less than 21 days’ notice or prior public disclosure of the date of the meeting is given to shareholders or made, the Recommendation Notice shall be delivered to the Secretary of the Company not later than the earlier of (i) the seventh day following the day on which notice of the date of the meeting was first mailed to shareholders or such public disclosure was made, whichever occurs first, or (ii) the fourth day prior to the meeting. In lieu of delivery to the Secretary, the Recommendation Notice may be mailed to the Secretary by certified mail, return receipt requested, but shall be deemed to have been given only upon actual receipt by the Secretary. If the board of directors of the Company determines that the nominee or nominees contained in a Recommendation Notice should be included as a nominee for election to the board of directors of the Company at a meeting of shareholders called for such purpose, such nominee or nominees shall be included as a director nominee on the Company’s proxy statement related to such meeting of shareholders.

    (c)        Shareholder Nominations. Notwithstanding the foregoing, nominations for election of directors at a meeting of shareholders called for such purpose may be made by any shareholder entitled to vote for the election of directors at such meeting, provided that such shareholder solicits its own proxy from the shareholders of the Company (i.e., the Company shall in no way be obligated to include such nominee or nominees on the Company’s proxy statement related to such meeting of shareholders); provided, however, that such nominations made by such a shareholder shall be made by written notice (the “Nomination Notice”) of the shareholder’s intent to nominate a director at the meeting given to and received by the Secretary of the Company in the manner and within the time specified in this Section 5. The Nomination Notice shall be delivered to the Secretary of the Company not less than 90 days prior to the anniversary date of the immediately preceding meeting of shareholders called for the election of directors; provided, however, that in the event less than 21 days’ notice or prior public disclosure of the date of the meeting is given to shareholders or made, the Nomination Notice shall be delivered to the Secretary of the Company not later than the earlier of (i) the seventh day following the day on which notice of the date of the meeting was first mailed to shareholders or such public disclosure was made, whichever occurs first, or (ii) the fourth day prior to the meeting. In lieu of delivery to the Secretary, the Nomination Notice may be mailed to the Secretary by certified mail, return receipt requested, but shall be deemed to have been given only upon actual receipt by the Secretary.

    (d)        Contents of the Recommendation Notice and the Nomination Notice. Each of the Recommendation Notice and the Nomination Notice shall be in writing and shall contain or be accompanied by:

    (1)        the name and address, as they appear on the Company’s books, of the shareholder giving the Recommendation Notice or the Nomination Notice, as applicable;

    (2)        a representation of the number and class of the Company’s securities that the shareholder giving the Recommendation Notice or the Nomination Notice, as applicable, owns beneficially and that the shareholder is the holder of record of the Company’s shares and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the Recommendation Notice or the Nomination Notice, as applicable;

    (3)        as to each proposed nominee, (i) his name, age, business address and, if known, residence address, (ii) his principal occupation or employment, (iii) the number and class of the Company’s securities beneficially owned by him, (iv) information necessary to determine if such nominee is an “Independent Director” meeting the requirements of Section 7 of Article II of these bylaws and (v) such other information regarding such nominee as would have been required to be included in a proxy statement filed pursuant to Regulation 14A of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended>, (or pursuant to any successor act or regulation) (the “Exchange Act”), and Rule 14a-11 thereunder, had proxies been solicited with respect to such nominee by the management or board of directors of the Company;

    (4)        a description of all arrangements or understandings among the shareholder giving the Recommendation Notice or the Nomination Notice, as applicable, and each proposed nominee and any other person or persons (naming such person or persons) pursuant to which the recommendation or recommendations or nomination or nominations are to be made by the shareholder; and

    (5)        the consent of each proposed nominee to serve as a director of the Company if so elected.

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of the nominee to serve as a director.

    (e)        Determination of Compliance. If a judge or judges of election shall not have been appointed pursuant to these bylaws, the chairman of the meeting may, if the facts warrant, determine and declare to the meeting that any nomination made at the meeting was not made in accordance with the procedures of this Section 5 and, in such event, the nomination shall be disregarded. Any decision by the chairman of the meeting shall be conclusive and binding upon all shareholders of the Company for any purpose.

    (f)        Exception. The procedures of this Section 5 shall not apply to nominations with respect to which proxies shall have been solicited pursuant to a proxy statement filed pursuant to Regulation 14A of the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act.

Section 6. Notice of Business at Annual Meetings.

    (a)        Notice Required. At an annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (2) otherwise properly brought before the meeting by or at the direction of the board of directors or (3) properly brought before the meeting by a shareholder. For business relating to the election of directors of the Company, to be properly brought before an annual meeting by a shareholder, the procedures in Section 6 of this Article II must be complied with. If such business relates to any other matter, the shareholder must give written notice (the “Business Notice”) of the shareholder’s intent to propose business at the annual meeting to the Secretary of the Company in the manner and within the time specified in this Section 6. The Business Notice shall be delivered to the Secretary of the Company not less than 90 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that less than 21 days’ notice or prior public disclosure of the date of the meeting is given to shareholders or made, the Business Notice shall be delivered to the Secretary of the Company not later than the earlier of (i) the seventh day following the day on which such notice of the date of the meeting was first mailed to shareholders or such public disclosure was made, whichever occurs first, or (ii) the fourth day prior to the meeting. In lieu of delivering to the Secretary, the Business Notice may be mailed to the Secretary by certified mail, return receipt requested, but shall be deemed to have been given only upon receipt by the Secretary.

    (b)        Content of Notice. The Business Notice shall be in writing and shall contain or be accompanied by the following as to each matter the shareholder proposes to bring before the annual meeting: (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meting, (2) the name and address, as they appear on the Company’s books, of the shareholder giving the Business Notice, (3) the number and class of the Company’s securities beneficially owned by him, and (4) any material interest of the shareholder giving the Business Notice in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 6, except that any shareholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated by the Securities and Exchange Commission under the Exchange Act and is to be included in the Company’s proxy statement for an annual meeting of shareholders shall be deemed to comply with the requirements of this Section 6.

    (c)        Determination of Compliance. If a judge or judges of election shall not have been appointed pursuant to these bylaws, the chairman of the meeting may, if the facts warrant, determine and declare to the meeting that any business brought before the meeting was not done so in accordance with the procedures of this Section 6 and, in such event, the business shall be disregarded. Any decision by the chairman of the meeting shall be conclusive and binding upon all shareholders of the Company for any purpose.

ARTICLE II

DIRECTORS

Section 1. Number and Term. Subject to the provisions of the Articles of Incorporation and of applicable law, the board of directors shall have the authority to (i) determine the number of directors to constitute the board, and (ii) fix the terms of office of the directors and classify each director in respect of the time for which he shall hold office.

Section 2. Powers. The business of the Company shall be managed by the board of directors which shall have all powers conferred by applicable law and these bylaws. The board of directors shall elect, remove or suspend officers, determine their duties and compensations, and require security in such amounts as it may deem proper.

Section 3. Committees. The board of directors shall establish and maintain a Compensation Committee, a Nominating and Governance Committee and an Audit Committee and may establish such other committees as it shall deem appropriate. Each such committee shall consist of one or more directors and shall have such powers and duties as the board of directors shall determine.

Section 4. Meetings.

    (a)        Regular Meetings. Regular meetings shall be held at such times as the board shall designate by resolution. Notice of regular meetings need not be given.

    (b)        Special Meetings. Special meetings of the board may be called at any time by the Chairman of the Board or the President and shall be called by him upon the written request of one-third of the directors. Notice of the time, place and general nature of the business to be transacted at each special meeting shall be given to each director at least 24 hours (in the case of notice by telephone) or two days (in the case of notice by other means) before such meeting.

    (c)        Place. Meetings of the board of directors shall be held at such place as the board may designate or as may be designated in the notice calling the meeting.

    (d)        Participation. One or more directors may participate in a meeting of the board or a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 5. Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting and, except as provided in Article VI, the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the board of directors.

Section 6. Vacancies. Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority of the directors then in office, though less than a quorum, and each person so elected shall be a director to serve for the balance of the unexpired term and until his successor is duly elected and qualified.

Section 7. Independent Directors.

    (a)        Definition of Independent Director. For purposes of these bylaws, the term “Independent Director” shall mean a director who qualifies as independent in accordance with the independence tests set forth in Section 303A.02 of the New York Stock Exchange’s Listed Company Manual, as amended. Notwithstanding the foregoing, the ownership of equity or debt securities of the Company, or derivatives thereof, shall not by itself disqualify any person from being classified as an Independent Director.

    (b)        Interpretation and Application of This Bylaw. The board of directors shall have the exclusive right and power to interpret and apply provisions of this bylaw, including, without limitation, the definitions of terms used in and guidelines for the application of this bylaw. In the case of any such interpretation or application to a specific person which results in such person being classified as an Independent Director, the board of directors shall have determined that such person is independent of management and free from any relationship that, in the opinion of the board of directors, would interfere with such person’s exercise of independent judgment as a board member. Each director has a duty to disclose all circumstances that may have a bearing on his or her classification as an Independent Director.

    (c)        Duties of Independent Directors. Independent Directors shall have the following special duties and responsibilities:

    (1)        to evaluate, periodically and at least annually, the performance of the chief executive officer of the Company, including, among other things, a determination of the manner in which he or she is fulfilling responsibilities to directors, shareholders, employees, customers and other constituencies.

    (2)        to assure that the chief executive officer has appropriate leadership succession plans for the Company; and

    (3)        to review and monitor achievement of the chief executive officer’s long-range strategic plans for the Company.

    (d)        Chairman, Independent Directors. Immediately after adoption of this bylaw, and thereafter at the first board meeting after each annual meeting of shareholders, the Independent Directors shall elect from their membership one director to be chairman, whose term shall be annual, but who may not be elected to serve more than four annual terms in succession. The chairman shall preside at all meetings of Independent Directors and, in addition, shall have the following special duties and responsibilities:

    (1)        to confer with the chief executive officer in advance of each board meeting to assure that (i) the board agenda contains those items that the Independent Directors believe are important to their understanding and evaluation of the Company and its affairs, and (ii) the information provided to and presentations made to the board, and other communications are in keeping with the board’s needs and wishes; and

    (2)        to be available to call meetings of the Independent Directors whenever he or she deems appropriate, and generally to be a focal point for Board discussion on any subject where a board member believes the chief executive officer would not be the appropriate person to call such meeting.

Section 8. Limitation on Liability. A director shall not be personally liable for monetary damages for any action taken on or after January 27, 1987, or for the failure to take any action on or after the date, unless (i) the director has breached or failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors’ Liability Act (Act 145 of 1986, P.L. 1458), relating to standard of care and justifiable reliance, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 6 shall not apply to (i) the responsibility or liability of a director pursuant to any criminal statute, or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law. Any repeal or modification of any provision of this Section 8 of Article II shall be prospective only and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Company existing at the time of such repeal or modification.

ARTICLE III

OFFICERS

Section 1. Election. At its first meeting after each annual meeting of shareholders, the board of directors shall elect a chairman, a president, a treasurer, a secretary, a controller and such other officers as it deems advisable. Any two or more offices may be held by the same person.

Section 2. Chairman. The chairman shall preside at all meetings of the board and of the shareholders. In the absence of the chairman, a director selected by a majority of the board shall discharge the duties of the chairman.

Section 3. President. Except as the board of directors may otherwise prescribe by resolution, the president shall be the chief executive officer of the Company and shall have general supervision over the business and operations of the Company and may perform any act and execute any instrument or other papers for the conduct of such business and operations.

Section 4. Other Officers. The duties and powers of the other officers shall be those usually related to their offices or as may be designated by the president, except as otherwise prescribed by resolution of the board of directors.

Section 5. General. In the absence of the president, the chairman, or any other officer or officers designated by the board shall exercise the powers and perform the duties of the president. The president, or any officer or employee authorized by him, may appoint, remove or suspend agents or employees of the Company, other than officers appointed by the Board, and may determine their duties and compensation.

ARTICLE IV

INDEMNIFICATION

Section 1. Right to Indemnification. The Company shall indemnify to the extent not prohibited by applicable law, any person who was or is a party (which shall include for purposes of this Article IV the giving of testimony or similar involvement) or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including an employee benefit plan, against any liability, penalty, damages, excise tax assessed with respect to an employee benefit plan, costs, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Company. The board of directors may, and on request of any such person shall be required to, determine in each case whether applicable law prohibits indemnification, or such determination shall be made by independent legal counsel if the board so directs or if the board is not empowered by law to make such determination. If there has been a change in control (as such term is used in Item 6(a) of Schedule 14A promulgated by the Securities and Exchange Commission under the Exchange Act of the Company between (1) the time of the action or failure to act giving rise to the claim for indemnification and (2) the time such claim is made, at the option of the person seeking indemnification the permissibility of indemnification shall be determined by independent legal counsel selected jointly by the Company and the person seeking indemnification. The fees and expenses of such counsel shall be paid by the Company. The obligations of the Company to indemnify a director, officer, employee or agent under this Article IV, including the duty to advance expenses, shall be a contract between the Company and such person, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the director, officer, employee or agent such obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal.

Section 2. Advancement of Expenses. Expenses (including attorney’s fees) incurred in defending an action, suit or proceeding referred to in this Article IV shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article IV or otherwise.

Section 3. Indemnification Not Exclusive. The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any agreement, vote of shareholders or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

Section 4. Insurance, Security and Other Indemnification. The board of directors shall have the power to (a) authorize the Company to purchase and maintain, at the Company’s expense, insurance on behalf of the Company and others to the extent that power to do so has not been restricted by applicable law, (b) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure in any manner any of its indemnification obligations and (c) give other indemnification to the extent not prohibited by applicable law.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal and the signature (which may be a facsimile signature) of the chairman, president or a vice president and the secretary or an assistant secretary or treasurer of the Company.

Section 2. Transfers. Shares of stock of the Company shall be transferable on the books of the Company only by the registered holder or by duly authorized attorney. A transfer shall be made only upon surrender of the share certificate.

ARTICLE VI

CERTAIN MATTERS RELATING TO

PENNSYLVANIA ACT NO. 36 OF 1990

        In accordance with the provisions of Section 2571(b)(2)(i) of the Pennsylvania Associations Code, as amended, Subchapter H, Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of the Pennsylvania Associations Code shall not be applicable to the Company.

ARTICLE VII

AMENDMENTS

        Except as restricted by applicable law, the authority to adopt, amend and repeal the bylaws of the Company is expressly vested in the board of directors, subject to the power of the shareholders to change such action. These bylaws may be changed at any regular or special meeting of the board of directors by the vote of a majority of all the directors in office.

EX-31

Exhibit 31 (a)

CERTIFICATION

I, Donald E. Morel, Jr., Ph.D., certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc. ;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Donald E. Morel, Jr., Ph.D.
Donald E. Morel, Jr., Ph.D.
Chairman of the Board,
President and Chief Executive Officer

May 5, 2004

EX-31

Exhibit 31 (b)

CERTIFICATION

I, William J. Federici, certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Pharmaceutical Services, Inc. ;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ William J. Federici
William J. Federici.
Vice President and Chief Financial Officer

May 5, 2004

EX-32

Exhibit 32 (a)

         CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of West Pharmaceutical Services, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2004 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald E. Morel, Jr., Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

/s/ Donald E. Morel, Jr., Ph.D.
Donald E. Morel, Jr., Ph.D.
Chairman of the Board,
President and Chief Executive Officer

May 5, 2004

EX-31

Exhibit 32 (b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of West Pharmaceutical Services, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2004 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William, J. Federici, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

/s/ William J. Federici
William J. Federici.
Vice President and Chief Financial Officer

May 5, 2004