S-3

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As filed with the Securities and Exchange Commission on September 20, 2005

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

WEST PHARMACEUTICAL SERVICES, INC.
(Exact Name Of Registrant As Specified In Its Charter)

PENNSYLVANIA	23-1210010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

101 GORDON DRIVE
LIONVILLE, PA 19341
(610) 594-2900
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

JOHN R. GAILEY III, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WEST PHARMACEUTICAL SERVICES, INC.
101 GORDON DRIVE
LIONVILLE, PA 19341
(610) 594-2900
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copy to:
THOMAS A. KENNEDY, ESQ.
PEPPER HAMILTON LLP
400 BERWYN PARK
899 CASSATT ROAD
BERWYN, PA 19312
(610) 640-7800

        Approximate date of commencement of proposed sale to the public:As soon as possible after this Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of shares to be registered	Number of shares to be registered	Proposed maximum price per share(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock, par value $0.25 per share	128,547	$28.22	$3,627,596.34	$427

(1)

Estimated solely for purposes of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, on the basis of $28.22 per share, the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on September 15, 2005.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated September 20, 2005

PROSPECTUS

128,547 SHARES

WEST PHARMACEUTICAL SERVICES, INC.

COMMON STOCK

        This prospectus relates to up to 128,547 shares of our common stock that may be offered for sale or otherwise transferred from time to time by Freddy Zinger, Jacob Weiser, or Moshe Barkan (the selling shareholders), or their respective donees, pledgees, transferees, assignees or other successors-in-interest, as described more fully in this prospectus under the heading "Selling Shareholders" on page 8. The shares of our common stock covered by this prospectus were acquired by the selling shareholders pursuant to a Share and Interest Purchase Agreement dated July 5, 2005 in connection with our acquisition of 90% of the outstanding capital stock of each of Medimop Medical Project, Ltd. and Medimop USA LLC.

        We will not receive any proceeds from the sale of shares of our common stock by the selling shareholders. We are paying the expenses of this offering.

        The primary market for our common stock is the New York Stock Exchange, where it trades under the symbol "WST." On September 16, 2005, the last reported sale price of our common stock on the New York Stock Exchange was $29.20 per share.

Investing in our common stock involves risks. You should carefully consider the "RISK FACTORS" beginning on page 4 of this prospectus before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2005

TABLE OF CONTENTS

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	1
WHO WE ARE	2
RISK FACTORS	4
USE OF PROCEEDS	7
SELLING SHAREHOLDERS	8
PLAN OF DISTRIBUTION	9
LEGAL MATTERS	10
EXPERTS	10
WHERE YOU CAN FIND MORE INFORMATION	11
INCORPORATION BY REFERENCE	11
TRANSFER AGENT	12

        You should rely only on the information provided in or incorporated by reference into this prospectus. We have not, and the selling shareholders have not, authorized any other person to provide you with different information. This prospectus is not an offer to sell or a solicitation of an offer to buy shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus is complete and accurate only as of the date on the front cover regardless of the time of delivery of this prospectus or of any sale of the shares. Our business, financial condition, results of operations and prospects may have changed since that date.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        Certain information contained in this prospectus and the documents incorporated by reference herein should be considered "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act) and the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. 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, we caution 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; the effects of required acquisition-related purchase price allocations on income; the availability of required financing; the timing and commercial success of customers' products incorporating our products and services; maintaining or improving production efficiencies and overhead absorption; competition from other providers; our ability to develop and market value-added products; the successful integration of acquired businesses; the average profitability, or mix, of products sold in a reporting period; financial performance of unconsolidated affiliates; the potential impact of the Medicare Prescription Drug, Improvement and Modernization Act of 2003; strength of the US dollar in relation to other currencies, particularly the Euro, UK pound, Danish Krone, Japanese Yen and Singapore Dollar; inflation; US and international interest rates; returns on pension assets in relation to the expected returns employed in preparing our financial statements; raw material price escalation, particularly petroleum-based raw materials and energy costs; and exposure to product quality and safety claims.

These factors, and other factors set forth in the cautionary statements included in the section titled "RISK FACTORS" in this prospectus could cause our actual results to differ materially from the results expressed in, or implied by, this prospectus and the documents incorporated by reference herein. There can be no assurance that any of the events or conditions described in the forward looking statements contained in this prospectus and the documents incorporated by reference herein will occur in the timeframe expected by us, or at all. The forward-looking statements contained in this prospectus and the documents incorporated by reference herein may become outdated over time. We do not assume any responsibility for updating any forward-looking statements.

WHO WE ARE

Our Business

        We operate within two reportable segments: "Pharmaceutical Systems" and "Tech Group". The Pharmaceutical Systems segment focuses on the design, manufacture and distribution of elastomer and metal components used in parenteral drug delivery for customers in the pharmaceutical and biopharmaceutical industries. The Tech Group provides contract design, tooling and manufacturing services for the medical device, pharmaceutical, diagnostic and general healthcare and consumer industries.

Pharmaceutical Systems

        The Pharmaceutical Systems segment consists of two operating units (the Americas and Europe/Asia), which are aggregated for reporting purposes as they produce and sell a similar range of products in their respective geographic regions. The components manufactured by the Pharmaceutical Systems segment include elastomeric stoppers and aluminum seals for vials, multi-piece tamper-resistant plastic and aluminum closures, syringe components and intravenous and blood collection system components.

        Our primary pharmaceutical packaging components (stoppers and plungers) are available with advanced coatings and barrier films such as FluroTec®, Teflon® and B2-Coating. (Teflon® is a registered trademark of E.I. DuPont de Nemours and Company.) FluroTec® is a fluoropolymer film applied to rubber stoppers and plungers to prevent the migration of rubber constituents into the drug formulation and to prevent the absorption of drug constituents into the rubber stopper resulting in additional protection of the shelf life of packaged drugs. B2-Coating technology applies a coating to the surface of rubber stoppers and plungers to improve surface lubricity and reduce the need for conventional silicon oil. The improved lubricity of these advanced technologies reduces friction on the packaging components as they pass through drug manufacturers' filling lines, leading to significant improvements to the manufacturers' production process without the use of silicon oil.

        In addition to the coating technologies, we offer a post-manufacturing process, Westar® RS. Westar® RS (ready to sterilize) is a documented, fully validated procedure for washing and cleaning stoppers and syringe components to remove biological materials and endotoxins prior to sterilization. The Westar® process eliminates steps otherwise required in customers' manufacturing processes.

        We also manufacture secondary closures for pharmaceutical vials, called Flip-Off® aluminum seals. These secondary closures consist of an aluminum seal and removable plastic button, and in some applications, just an aluminum seal. These components are sold in various sizes and colors and provide customers with product identification, differentiation and tamper evidency. For secondary closures, we are in the process of working with customers to develop anti-counterfeiting features such as in-mold decorating, radio frequency identification (RFID) and ultra violet and infrared printing.

        Our quality control, regulatory and laboratory testing capabilities are used to ensure compliance within applicable manufacturing and regulatory standards for primary and secondary pharmaceutical packaging components.

        In addition to revenues from product sales, we offer contract analytical laboratory services for testing and evaluating primary drug packaging components and their compatibility with the contained drug formulation and contract engineering design and development services to assist customers with new product development.

Tech Group

        The Tech Group, which is composed of West's previously existing Device Group operating unit and the business recently acquired from The Tech Group, Inc., provides contract design, tooling and

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manufacturing services using plastic injection molding and component assembly processes for the medical device, pharmaceutical, diagnostic and general healthcare, consumer products and personal care markets.

        In the medical, pharmaceutical, diagnostic and healthcare markets, products and projects include design and manufacturing of unique components for surgical, ophthalmic, diagnostic and drug delivery systems, such as contact lens storage kits, pill dispensers, safety needle syringes, disposable blood collection systems and components and systems associated with drug inhalation devices.

        In the consumer products and personal care markets, Tech Group products include child resistant and tamper-evident closures, dispensers for personal care products; Spout-Pak® components used to seal beverage containers (Spout-Pak® is a registered trademark of International Paper); multi-piece componentry for consumer technology products; unique pens and marking systems; small scale fan/motor assemblies; laundry and home care system components; and many other products requiring precision injection molding, assembly and manufacturing.

Corporate Information

        We are a Pennsylvania corporation and our common stock trades on the New York Stock Exchange under the symbol "WST." Our principal executive offices are located at 101 Gordon Drive, Lionville, Pennsylvania 19341, and our telephone number at that address is (610) 594-2900. We maintain a web site at www.westpharma.com. Information contained on, or that may be accessed through, our website is not a part of this prospectus.

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RISK FACTORS

You should carefully consider the risk factors described below and all other information contained or incorporated by reference in this prospectus before you decide to invest in our common stock. If any of the following risk factors, as well as other risks and uncertainties that are not currently known to us or that we currently believe are not material, actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose part or all of your investment.

Risks Related to Our Business

Our sales and profitability depend to a large extent on the sale of drug products delivered by injection. If the products developed by our customers in the future use another delivery system, our sales and profitability could suffer.

        Our business depends to a substantial extent on customers' development of new products that are delivered by injection. Our customers also develop products that use other delivery means, including oral and trans-mucosal. If our customers fail to develop and deploy new injectable products or we are unable to develop new products that assist in the delivery of drugs via alternative methods, our sales and profitability may suffer.

If we are unable to provide comparative value advantages, timely fulfillment of customer orders, or resist pricing pressure, we will have to reduce our prices, which may negatively impact our profit margins.

        We compete with several companies across our major product lines. Because of the special nature of these products, competition is based primarily on product design and performance, although total cost is becoming increasingly important as pharmaceutical companies continue with aggressive cost control programs across their entire operations. Competitors often compete on the basis of price. We differentiate ourselves from our competition as a "full-service value-added" supplier that is able to provide pre-sale compatibility studies and other services and sophisticated post-sale technical support on a global basis. However, we face continued pricing pressure from our customers and competitors. If we are unable to offset continued pricing pressure through our value-added services, improved operating efficiencies and reduced expenditures, or if we have to reduce our prices, our sales and profitability may suffer.

We have significant indebtedness and debt service payments which could negatively impact our liquidity.

        We are highly leveraged and have significant debt service requirements. As of August 31, 2005 we had an aggregate of approximately $290 million in principal amount of outstanding indebtedness.

        The level of our indebtedness, among other things, could:

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make it difficult for us to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;



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limit our flexibility in planning for, or reacting to changes in, our business; and



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make us more vulnerable in the event of a downturn in our business.

        Our ability to meet our debt service obligations and to reduce our total indebtedness depends on the results of our product development efforts, our future operating performance, our ability to generate cash flow from the sale of our products and on general economic, financial, competitive, legislative, regulatory and other factors affecting our operations. Many of these factors are beyond our control and our future operating performance could be adversely affected by some or all of these factors.

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        If we incur new indebtedness in the future, the related risks that we now face could intensify. Whether we are able to make required payments on our outstanding indebtedness and to satisfy any other future debt obligations will depend on our future operating performance and our ability to obtain additional debt or equity financing.

We may not be able to pay our debt and other obligations.

        There can be no assurance that we will be able to meet our debt service obligations. If our cash, cash equivalents, short and long term investments and operating cash flows are inadequate to meet our obligations, we could face substantial liquidity problems. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on our outstanding indebtedness or our other obligations, we would be in default under the terms thereof, which would permit the holders of such debt to accelerate their maturities that could also cause defaults under any future indebtedness we may incur. Any such default would have a material adverse effect on our business, prospects, financial condition, liquidity and operating results. Moreover, any material default under one debt obligation also would cause a default under our other debt obligations. We cannot be sure that we would be able to repay amounts due in respect of our outstanding indebtedness if payment of such indebtedness were to be accelerated following the occurrence of an event of default as defined in the respective indentures governing such indebtedness.

We may experience difficulties integrating the recently acquired operations of The Tech Group, Inc., Medimop Medical Projects, Ltd. and Medimop USA LLC and we may incur costs relating to acquisitions that are never consummated.

        Our success in integrating the newly acquired businesses of The Tech Group, Inc., Medimop Medical Projects, Ltd. and Medimop USA LLC will depend upon our ability to retain key personnel, avoid diversion of management's attention from operational matters, integrate general and administrative services and key information processing systems and, where necessary, requalify on customer programs. Integration of the acquired operations may take longer, or be more costly or disruptive to our business, than originally anticipated.

        Although we have undertaken a diligence investigation of each of The Tech Group, Inc., Medimop Medical Projects, Ltd. and Medimop USA LLC, there may be liabilities of it that we failed or were unable to discover during such diligence investigations and for which we, as the successor owner for the respective business, may be responsible. We have sought to minimize the impact of these types of potential liabilities through indemnities and warranties from the respective sellers, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities due to limitations in scope, amount or duration, financial limitations of the indemnitor or warrantor or other reasons.

We are subject to regulation by governments around the world, and if these regulations are not complied with, existing and future operations may be curtailed, and could be subject to liability.

        The design, development, manufacturing, marketing and labelling of certain of our products are subject to regulation by governmental authorities in the United States, Europe and other countries, including the Food and Drug Administration and the European Medicines Agency, known as the FDA and EMEA, respectively. The regulatory process can result in required modification or withdrawal of existing products and a substantial delay in the introduction of new products. Also, it is possible that regulatory approval may not be obtained for a new product. In addition, our analytical laboratory performs certain contract services for drug manufacturers and is subject to the FDA's current good manufacturing practices regulations. We must also register as a contract laboratory with the FDA and are subject to periodic inspections by the FDA. The Drug Enforcement Administration has licensed the contract laboratory to handle and store controlled substances.

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        Failure to comply with applicable regulatory requirements can result in actions that could adversely affect our business and financial performance.

Our business may be adversely affected by risks typically encountered in international operations and fluctuations in currency exchange rates.

        We conduct business in most of the major pharmaceutical markets in the world. Sales outside the U.S. account for approximately 50% of consolidated net sales. Although the general business process is similar to the domestic business, international operations are exposed to additional risks, including the following:

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fluctuations in currency exchange rates;



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transportation delays and interruptions;



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political and economic instability and disruptions, especially in Latin and South America and Israel;



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the imposition of duties and tariffs;



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import and export controls;



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the risks of divergent business expectations or cultural incompatibility inherent in establishing and maintaining operations in foreign countries;



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difficulties in staffing and managing multi-national operations;



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limitations on our ability to enforce legal rights and remedies; and



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potentially adverse tax consequences.

        Any of these events could have an adverse effect on our international operations in the future by reducing the demand for our products, decreasing the prices at which we can sell our products or otherwise having an adverse effect on our business, financial condition or results of operations. In addition, we may not be able to operate in compliance with foreign laws and regulations, or comply with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which we may be subject, in the event that these laws or regulations change.

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Raw material prices have a significant impact on our profitability. If raw material prices increase, and we cannot pass those price increases on to our customers, our profitability and financial condition may suffer.

        We use three basic raw materials in the manufacture of our products: elastomers, aluminum and plastic. If we are unable to pass along increased raw material prices to our customers, our profitability, and thus our financial condition, may be adversely affected. The cost of these raw materials has a significant impact on our profitability. The prices of many of these raw materials are cyclical and volatile. For example, the prices of certain commodities, particularly petroleum-based raw materials, have rapidly increased in the recent past. Supply and demand factors, which are beyond our control, generally affect the price of our raw materials. While we generally attempt to pass along increased raw material prices onto our customers in the form of price increases, historically there has been a time delay between increased raw material prices and our ability to increase the prices of our products. Additionally, we may not be able to increase the prices of our products due to pricing pressure and other factors.

Disruptions in the supply of key raw materials and difficulties in the supplier qualification process, could adversely impact our operations.

        We pursue a supply chain management strategy in our reporting segments, which involves purchasing from integrated suppliers that control their own sources of supply. This strategy has reduced the number of raw material suppliers used by us. In most cases, we will purchase raw materials from a single source to assure quality and reduce costs. Due to regulatory control over our production processes, and the cost and time involved in qualifying suppliers, we rely on single source suppliers for many critical raw materials. This strategy increases the risks that our supply lines may be interrupted in the event of a supplier production problem. These risks are managed, where possible, by selecting suppliers with multiple manufacturing sites, rigid quality control systems, surplus inventory levels and other methods of maintaining supply in the case of interruption in production.

        However, should one of our suppliers be unable to supply materials needed for our products or should our strategies for managing these risks be unsuccessful, we may be unable to complete the process of qualifying new replacement materials for some programs to be qualified in time to meet future production needs.

        Prolonged disruptions in the supply of any of our key raw materials, difficulty completing qualification of new sources of supply, implementing use of replacement materials or new sources of supply could have a material adverse effect on our operating results, financial condition or cash flows.

The release or explosion of dangerous materials used in our business could disrupt our operations and cause us to incur additional costs and liability.

        The operations of our business involve the handling and production of potentially explosive materials and other dangerous chemicals. Despite our use of specialized facilities to handle dangerous materials and intensive employee training programs, the handling and production of hazardous materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing and could cause production delays. It is possible that a release of these chemicals or an explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. Any release or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our reputation and profitability.

A loss of key personnel or highly skilled employees could disrupt our operations.

        Our executive officers are critical to the management and direction of our businesses. Our future success depends, in large part, on our ability to retain these officers and other capable management

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personnel. With the exception of our Chief Executive Officer, in general, we do not enter into employment agreements with our executive officers. We have entered into severance agreements with several of our officers that allow those officers to terminate their employment under particular circumstances, such as a change of control affecting our company. Although we believe that we will be able to attract and retain talented personnel and replace key personnel should the need arise, our inability to do so could disrupt the operations of the unit affected or our overall operations. In addition, because of the complex nature of many of our products and programs, we are generally dependent on an educated and highly skilled engineering staff and workforce. Our operations could be disrupted by a shortage of available skilled employees.

Risks Related to Our Common Stock

Future sales of our common stock in the public market could lower the market price for our common stock and could have dilutive effects on your ownership of our common stock.

        We may, in the future, sell additional shares of our common stock to raise capital or to finance future acquisitions. We also have a substantial number of shares of our common stock reserved for issuance pursuant to stock options and other forms of equity-based incentive compensation. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance of substantial amounts of common stock, or the perception that such issuances may occur, could adversely affect the market price for our common stock and have a dilutive effect on your ownership of our common stock.

Our charter and Pennsylvania law could delay or prevent a change in control that you may favor.

        The terms of some of the anti-takeover provisions in our amended articles of incorporation and provisions of Pennsylvania corporate law could delay or prevent a change in control that you may favor or may impede the ability of the holders of our common stock to change our management.

        In particular, the provisions of our amended articles of incorporation divide our Board of Directors into three classes, with members of each class to be elected for staggered three-year terms. In addition, the Pennsylvania Business Corporation Law (or PBCL) contains provisions designed to protect the company and its shareholders from certain takeover transactions. Specifically, sections of the PBCL prohibit a person that acquires beneficial ownership of 20% or more of the voting power of a publicly held Pennsylvania corporation (such as us), a so-called "interested shareholder," from engaging in a business combination transaction with such a corporation, except in certain circumstances.

Volatility in the market price of our common stock could result in a lower trading price than your purchase price.

        The market price of our common stock has historically fluctuated over a wide range. In addition, the stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies. The market price of our common stock may continue to fluctuate in the future and may be affected adversely by factors such as actual or anticipated fluctuations in our operating results, acquisition activity, the impact of international markets, changes in financial estimates by securities analysts, general market conditions, rumors and other factors.

USE OF PROCEEDS

        All of the shares of our common stock offered by this prospectus will be sold by the selling shareholders. As a result, we will not receive any of the proceeds from the sale of these shares.

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SELLING SHAREHOLDERS

        We are registering for resale shares of our common stock held by the security holders identified below. The selling shareholders acquired the shares from us pursuant to a Share and Interest Purchase Agreement dated July 5, 2005 in connection with our acquisition of 90% of the outstanding capital stock of each of Medimop Medical Projects, Ltd. and Medimop USA LLC. The registration of the offer of shares of our common stock by the selling shareholders is required under the terms of a registration rights agreement dated as of August 2, 2005 between us and the selling shareholders. We are required to keep the registration statement effective until such time as the shares have been sold by the selling shareholders or when all of the shares may be sold by the selling shareholders without restriction under Rule 144(k) under the Securities Act of 1933.

        We are registering the shares to permit the selling shareholders and their respective pledgees, donees, transferees and other successors-in-interest that receive their shares from a stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate. The following table sets forth:

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the name of the selling shareholders,



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the number and percent of shares of our common stock that the selling shareholders beneficially owned prior to the offering for resale of the shares under this prospectus,



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the number of shares of our common stock that may be offered for resale for the account of the selling shareholders under this prospectus, and



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the number and percent of shares of our common stock to be beneficially owned by the selling shareholders after the offering of the resale shares (assuming all of the offered shares are sold by the selling shareholders).

        The number of shares in the column "Number of Shares Being Offered" represents all of the shares that each selling shareholder may offer under this prospectus. We do not know how long the selling shareholders will hold the shares before selling them or how many shares they will sell and we currently have no agreements, arrangements or understandings with any of the selling shareholders regarding the sale of any of the shares other than the registration rights agreement. The shares offered by this prospectus may be offered from time to time by the selling shareholders listed below.

        This table is prepared solely based on our own records and information supplied to us by the listed selling shareholders, any Schedules 13D or 13G and Forms 3 and 4, and other public documents filed with the Securities and Exchange Commission (SEC), and assumes the sale of all of the shares. The applicable percentages of beneficial ownership are based on an aggregate of 31,786,864 shares of our common stock issued and outstanding on August 31, 2005, adjusted as may be required by rules promulgated by the SEC.

	Shares Beneficially Owned Prior to Offering			Shares Beneficially Owned After Offering
			Number of Shares Being Offered
Selling Shareholders
	Number	Percent		Number	Percent
Freddy Zinger(1)	107,337	*	107,337	0	—
Jacob Weiser(2)	12,855	*	12,855	0	—
Moshe Barkan(3)	8,355	*	8,355	0	—

*

Less than 1%

(1)

Mr. Zinger is currently employed by us as General Manager of our reconstitution and transfer device business, as an employee of Medimop Medical Projects Ltd.

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(2)

Mr. Weiser is currently employed by us as General Manager of Medimop Medical Projects Ltd.

(3)

Mr. Barkan is currently employed by us as Director of Business Development—Reconstitution Products.

        Future sales of our common stock may, if required, be accompanied by a supplement to this prospectus setting forth the name of the selling shareholder using that prospectus supplement, the number of shares being sold and a supplemental plan of distribution describing the specific manner of sale of those shares.

PLAN OF DISTRIBUTION

        The common stock being offered by the selling shareholders, or by their respective pledgees, donees, distributees, transferees, or other successors in interest, will be sold in one or more transactions by the following means of distribution (or any combination thereof):

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block trades (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction.



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purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus.



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exchange distributions and/or secondary distributions in accordance with the rules of the NYSE.



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ordinary brokerage transactions and transactions in which the broker solicits purchasers.



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sales in the over-the-counter market.



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through short sales of common stock.



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through the writing of options on common stock.



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distributions to beneficiaries.



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privately negotiated transactions.

        The selling shareholders may from time to time deliver all or a portion of the shares of common stock offered hereby to cover a short sale or sales or upon the exercise, settlement or closing of a call equivalent position or a put equivalent position.

        The sale price to the public may be the market price prevailing at the time of sale, a price related to the prevailing market price or at any other price as a selling shareholder determines from time to time. A selling shareholder shall have the sole and absolute discretion not to accept any purchase offer or make any sale of common stock if they deem the purchase price to be unsatisfactory at any particular time.

        A selling shareholder may also sell the common stock directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such market makers and broker-dealers may receive compensation in the form of discounts, concessions, or commissions from a selling shareholder and/or the purchasers of common stock for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). Market makers and block purchasers purchasing the common stock will do so for their own account and at their own risk. It is possible that a selling shareholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. In addition, a selling shareholder or his successors in interest may enter into hedging transactions with broker-dealers who

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may engage in short sales of common stock in the course of hedging the positions they assume with a selling stockholder.

        A selling shareholder may pledge or grant a security interest in some or all of the common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as a selling shareholder under this prospectus. A selling shareholder also may transfer and donate the common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. Shares of common stock that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

        There can be no assurance that all or any of the common stock offered hereby will be sold by the selling shareholders.

        A selling shareholder and any broker-dealers that act in connection with the sale of common stock might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the common stock sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. Because a selling shareholder may be deemed to be an "underwriter" within the meaning of Section 2(11) of the Securities Act, a selling shareholder will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the NYSE pursuant to Rule 153 under the Securities Act. We have informed the selling shareholders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act, may apply to their sales in the market. The registration of the common stock under the Securities Act shall not be deemed an admission by a selling shareholder or us that a selling shareholder is an underwriter for purposes of the Securities Act of any common stock offered pursuant to this prospectus. In addition, under the securities laws of some states, the shares of common stock may be sold in these states only through registered or licensed brokers or dealers.

        Under the Exchange Act and the regulations thereunder, any person engaged in a distribution of the shares of common stock offered by this prospectus may not simultaneously engage in market making activities with respect to the common stock during any applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, a selling shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder including, without limitation, Rules 101, 102, 103 and 104, which provisions may limit the timing of purchases and sales of common stock by a selling shareholder.

LEGAL MATTERS

        The validity of the shares of our common stock offered by this prospectus will be passed upon for us by John R. Gailey III. Mr. Gailey is one of our full-time employees, holding the title of Vice President, General Counsel and Secretary. As of August 31, 2005, Mr. Gailey beneficially owned 40,226 shares of our common stock and had options to acquire an additional 118,400 shares of our common stock.

EXPERTS

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2004, have been so incorporated in reliance on the report of

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PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The financial statements of The Tech Group, Inc. as of and for the year ended June 26, 2004 appearing in West Pharmaceutical Services, Inc.'s Current Reports on Form 8-K originally filed with the SEC on May 23, 2005, and the amendments thereto filed with the SEC on August 3, 2005 and September 7, 2005, have been audited by Henry and Horne, LLP, independent public accountants, as set forth in its report included therein and incorporated herein by reference. The Tech Group, Inc. financial statements are incorporated herein by reference in reliance upon such report given the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        Because we are subject to the informational requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy such reports, proxy statements and other information at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, NE, Washington, D.C. 20549. You also may obtain copies of these materials at prescribed rates from the public reference section of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at (800) SEC-0330. In addition, we are required to file electronic versions of these materials with the SEC through the SEC's EDGAR system. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

        We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered under this prospectus. This prospectus does not contain all of the information in the registration statement, parts of which we have omitted, as allowed under the rules and regulations of the SEC. You should refer to the registration statement for further information with respect to us and our securities. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, we refer you to the copy of each contract or document filed as an exhibit to the registration statement. Copies of the registration statement, including exhibits, may be inspected without charge at the SEC's principal office in Washington, D.C., and you may obtain copies from this office upon payment of the fees prescribed by the SEC.

        We will furnish without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any and all of these filings and any information incorporated by reference in this prospectus (except exhibits, unless they are specifically incorporated by reference into this prospectus). You should direct any requests for copies to West Pharmaceutical Services, Inc., 101 Gordon Drive, Lionville, PA 19341, Attention: John R. Gailey III, Esq., (610) 594-2900. In addition, copies of such filings are available on our website at http://investor.westpharma.com.

INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to another document that we filed separately with the SEC. The information incorporated by reference is deemed part of this prospectus, except for any information superseded by information in this prospectus. You should read the information incorporated by reference because it is an important part of this prospectus. We have incorporated by reference into this prospectus the following documents or information filed with the SEC (Commission File No. 1-8036):

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on March 9, 2005;

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•

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, filed with the SEC on May 10, 2005;



•

Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC on August 9, 2005;



•

Current Report on Form 8-K filed with the SEC on February 14, 2005;



•

Current Report on Form 8-K filed with the SEC on February 22, 2005;



•

Current Report on Form 8-K filed with the SEC on March 10, 2005;



•

Current Report on Form 8-K filed with the SEC on March 10, 2005;



•

Current Report on Form 8-K/A filed with the SEC on April 15, 2005;



•

Current Report on Form 8-K filed with the SEC on May 4, 2005;



•

Current Report on Form 8-K filed with the SEC on May 25, 2005;



•

Current Report on Form 8-K filed with the SEC on May 25, 2005;



•

Current Report on Form 8-K filed with the SEC on June 14, 2005;



•

Current Report on Form 8-K filed with the SEC on June 29, 2005;



•

Current Report on Form 8-K filed with the SEC on July 8, 2005;



•

Current Report on Form 8-K/A filed with the SEC on August 3, 2005;



•

Current Report on Form 8-K filed with the SEC on August 3, 2005;



•

Current Report on Form 8-K filed with the SEC on September 1, 2005;



•

Current Report on Form 8-K/A filed with the SEC on September 7, 2005;



•

Definitive Proxy Statement filed with the SEC on March 24, 2005;



•

Description of our common stock set forth in our Registration Statement on Form 8-A filed with the SEC on October 17, 1980; and



•

All documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part until the offering of shares of common stock pursuant to this prospectus is complete (other than those portions of such documents described in paragraphs (i), (k), and (l) of Item 402 of Regulation S-K promulgated by the SEC).

        If you request, either orally or in writing, we will provide you with a copy of any or all documents which are incorporated by reference. We will provide such documents to you free of charge, but will not include any exhibits, unless those exhibits are incorporated by reference into the document. You should address written requests for documents to John R. Gailey III, Esq., Vice President, General Counsel and Secretary, West Pharmaceutical Services, Inc., 101 Gordon Drive, Lionville, Pennsylvania 19341, (610) 594-2900.

TRANSFER AGENT

        American Stock Transfer and Trust Company, Inc. serves as the transfer agent for our common stock. The phone number for American Stock Transfer and Trust Company, Inc. is (800) 937-5449.

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PROSPECTUS

128,547 SHARES

WEST PHARMACEUTICAL SERVICES, INC.

COMMON STOCK

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

        The estimated expenses to be paid by the Registrant in connection with the distribution of the securities being registered, other than underwriting discounts and commissions, are as follows:

SEC Registration Fee		$	403
Accounting Fees and Expenses			5,000
Legal Fees and Expenses			18,495
Miscellaneous Fees and Expenses			2,000
	TOTAL	$	25,898

ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        We maintain a policy of insurance under which our respective directors and officers (as defined therein) are insured subject to specified exclusions and deductible and retention and maximum amounts against loss arising from any civil claim or claims which may be made against any of our directors or officers (as so defined) by reason of any breach of duty, neglect, error, misstatement, misleading statement, omission or act done or wrongfully attempted or alleged to have been done while acting in their respective capacities.

        The Pennsylvania Business Corporation Law and our amended and restated bylaws limit the monetary liability of our directors to us and to our shareholders and provide for indemnification of our officers and directors for liabilities and expenses that they may incur in such capacities.

        Article IV of the bylaws provides that we will indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of us or serving at our request as a director, officer, employee or agent of another entity. Such indemnification shall be against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement of such proceedings to the extent that such person has not otherwise been indemnified and the power to give such indemnification has been granted by statute. For this purpose, our board of directors has the power to buy and maintain insurance at our expense. Payment of expenses may be made to an indemnified person prior to the final disposition of an action. 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 us.

        The Pennsylvania Business Corporation Law authorizes the indemnification set forth above if the actions of the person to be indemnified did not constitute self-dealing, willful misconduct or recklessness. The character of the conduct of the person to be indemnified shall be determined by members of the board not parties to such litigation, independent counsel or our shareholders. Our obligation to indemnify a director, officer, employee or agent under Article IV of the bylaws constitutes a contract between us and such person, and no modification or repeal of any provision of Article IV of the bylaws will affect, to the detriment of the director, officer, employee or agent, our obligations in connection with a claim based in any act or failure to act occurring before such modification or repeal.

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ITEM 16.    EXHIBITS

Exhibit No.		Description
4	(a)	Articles 5, 6, 8(c) and 9 of the Amended and Restated Articles of Incorporation of the Registrant incorporated by reference to Exhibit (3)(a) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8036).
4	(b)	Article I and V of the Bylaws of the Registrant, as amended, incorporated by reference to Exhibit (3)(b) to the Registrant's Form 10-Q for the quarter ended September 30, 1998 (File No. 1-8036).
4	(c)	Form of stock certificate for common stock incorporated by reference to Exhibit (4)(a) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8036).
4	(d)	Registration Rights Agreement dated as of August 2, 2005 by and among the Registrant, Freddy Zinger and his designees identified therein
5	(a)	Opinion of John R. Gailey III, Esq.
23	(a)	Consent of PricewaterhouseCoopers LLP
23	(b)	Consent of Henry and Horne, LLP
23	(c)	Consent of John R. Gailey III, Esq. (included in Exhibit 5(a) above)
24	(a)	Power of Attorney of Tenley E. Albright
24	(b)	Power of Attorney of George W. Ebright
24	(c)	Power of Attorney of L. Robert Johnson
24	(d)	Power of Attorney of William H. Longfield
24	(e)	Power of Attorney of John P. Neafsey
24	(f)	Power of Attorney of Anthony Welters
24	(g)	Power of Attorney of Geoffrey F. Worden
24	(h)	Power of Attorney of Robert C. Young
24	(i)	Power of Attorney of Patrick J. Zenner

ITEM 17.    UNDERTAKINGS

(a)

The undersigned registrant hereby undertakes:

        1.     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;



ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed

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with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

        2.     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        3.     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lionville, Township of Uwchlan, Commonwealth of Pennsylvania, on September 20, 2005.

WEST PHARMACEUTICAL SERVICES, INC.
By:	/s/  JOHN R. GAILEY III John R. Gailey III Vice President, General Counsel and Secretary

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities on September 20, 2005.

SIGNATURE	TITLE
/s/  DONALD E. MOREL, JR. Donald E. Morel, Jr.	Chairman of the Board and Chief Executive Officer (principal executive officer)
/s/  WILLIAM J. FEDERICI William J. Federici	Vice President and Chief Financial Officer (principal financial officer)
/s/  JOSEPH E. ABBOTT Joseph E. Abbott	Vice President and Corporate Controller (principal accounting officer)
*	Director
Tenley E. Albright
*	Director
George W. Ebright
*	Director
L. Robert Johnson
*	Director
William H. Longfield
*	Director
John P. Neafsey
*	Director
Anthony Welters
*	Director
Geoffrey F. Worden
*	Director
Robert C. Young
*	Director
Patrick J. Zenner
*/s/  JOHN R. GAILEY III. John R. Gailey III Attorney-in-Fact

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EXHIBIT INDEX

Exhibit No.		Description
4	(a)	Articles 5, 6, 8(c) and 9 of the Amended and Restated Articles of Incorporation of the Registrant incorporated by reference to Exhibit (3)(a) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8036).
4	(b)	Article I and V of the Bylaws of the Registrant, as amended, incorporated by reference to Exhibit (3)(b) to the Registrant's Form 10-Q for the quarter ended September 30, 1998 (File No. 1-8036).
4	(c)	Form of stock certificate for common stock incorporated by reference to Exhibit (4)(a) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8036).
4	(d)	Registration Rights Agreement dated as of August 2, 2005 by and among the Registrant, Freddy Zinger and his designees identified therein
5	(a)	Opinion of John R. Gailey III, Esq.
23	(a)	Consent of PricewaterhouseCoopers LLP
23	(b)	Consent of Henry and Horne, LLP
23	(c)	Consent of John R. Gailey III, Esq. (included in Exhibit 5(a) above)
24	(a)	Power of Attorney of Tenley E. Albright
24	(b)	Power of Attorney of George W. Ebright
24	(c)	Power of Attorney of L. Robert Johnson
24	(d)	Power of Attorney of William H. Longfield
24	(e)	Power of Attorney of John P. Neafsey
24	(f)	Power of Attorney of Anthony Welters
24	(g)	Power of Attorney of Geoffrey F. Worden
24	(h)	Power of Attorney of Robert C. Young
24	(i)	Power of Attorney of Patrick J. Zenner

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TABLE OF CONTENTS
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
WHO WE ARE
RISK FACTORS
USE OF PROCEEDS
SELLING SHAREHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION BY REFERENCE
TRANSFER AGENT
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 16. EXHIBITS
ITEM 17. UNDERTAKINGS

SIGNATURES

EX-4.(D)

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Exhibit 4(d)

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

        This is a Registration Rights Agreement (this "Agreement"), dated as of August 2, 2005, between West Pharmaceutical Services, Inc., a Pennsylvania corporation (the "Company"), Freddy Zinger ("Zinger") and Zinger's designees identified on Exhibit A hereto (together with Zinger, the "Sellers").

Background

        A.    In connection with a certain Common Stock and Interest Purchase Agreement, dated as of July 5, 2005 (the "Purchase Agreement"), between the Company, West Pharmaceutical Services of Delaware, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Medimop Medical Projects, Ltd., an Israeli company (the "Medimop"), Medimop USA LLC, an Ohio limited liability company ("Medimop USA"), and Zinger, the Company has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to issue shares of the Company's common stock, par value $0.25 per share (the "Common Stock"), in partial consideration of the Company's acquisition from the Zinger of 90% of the equity of Medimop and Medimop USA.

        B.    To induce Zinger to execute and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state securities laws.

Terms

        In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Sellers hereby agree as follows:

        1.    Definitions.

        As used in this Agreement, the following terms shall have the following meanings:

        (a)   "Acquired Common Stock" means the Common Stock acquired by the Sellers as consideration pursuant to the transactions contemplated by the Purchase Agreement.

        (b)   "Business Day" means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

        (c)   "Filing Deadline" means 30 days after the issuance by the Company to the Sellers pursuant to the Purchase Agreement.

        (d)   "Holder" means Sellers, or a transferee or assignee thereof to whom a Seller assigns his rights under this Agreement and who agrees to become bound by the provisions of this Agreement, provided that the rights hereunder may only be assigned by a Seller to one transferee or assignee and shall not be further assigned by such assignee or transferee.

        (e)   "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

        (f)    "register," "registered," and "registration" refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

        (g)   "Registrable Securities" means the Acquired Common Stock and any shares of capital stock issued or issuable, from time to time, as a distribution on, or in exchange for, or otherwise with respect to the Acquired Common Stock.

        (h)   "Registration Statement" means a registration statement or registration statements of the Company filed under the 1933 Act covering the Registrable Securities.

        (i)    "Rule 415" means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.

        (j)    "SEC" means the United States Securities and Exchange Commission.

        Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

        2.    Registration.

        (a)    Mandatory Registration.    The Company shall prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall, subject to Section 2(c), use such other form as is available for such a registration. Such Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Acquired Common Stock. Such Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Registrable Securities) the "Selling Stockholders" section in substantially the form attached hereto as Exhibit B and the "Plan of Distribution" in substantially the form attached hereto as Exhibit C. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable.

        (b)    Legal Counsel.    The Sellers shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 ("Legal Counsel"), which shall be designated by the holders of at least a majority of the Registrable Securities. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company's obligations under this Agreement.

        (c)    Ineligibility for Form S-3.    In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the holders of at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

        3.    Related Obligations.

        At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a) or 2(c), the Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the Plan of Distribution and the Company shall have the following obligations:

        (a)   The Company shall (i) respond promptly to any and all comments made by the staff of the SEC to any Registration Statement required to be filed hereunder, and (ii) submit to the SEC, within 5 Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request, except in cases in which the Company determines in good faith that such Registration Statement

2

cannot be made effective at such time, and in the latter event, to a time and date as soon as practicable. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Sellers may sell all of the Registrable Securities covered by such Registration Statement immediately without restriction pursuant to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act, and (ii) the date on which the Holders shall have sold all of the Registrable Securities covered by such Registration Statement (the "Registration Period"). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall (A) comply in all material respects with the requirements of the 1933 Act and (B) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading, other than with respect to the information provided to the Company by the Holders.

        (b)   The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

        (c)   The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least 5 Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports and any exhibits incorporated by reference therein) in a form to which Legal Counsel reasonably objects in writing. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement each letter written by or on behalf of the Company to the SEC or the staff of the SEC (including, inter alia, any request to accelerate the effectiveness of the Registration Statement or amendment thereto), (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, each preliminary prospectus and prospectus and each amendment and supplement thereto, including, financial statements and schedules, all documents incorporated therein by reference if requested by a Holder, and all exhibits and (iii) upon the effectiveness of any Registration Statement or any amendment thereto, a notice stating that the Registration Statement or amendment has been declared effective and such number of copies of the prospectus included in such Registration Statement, including a preliminary prospectus, all amendments and supplements thereto as such Holder may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Holder. The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section 3.

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        (d)   The Company shall furnish to each Holder whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, copies of each prospectus included in such Registration Statement, (ii) upon the effectiveness of any Registration Statement, copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Holder may reasonably request) and (iii) such other documents, including copies of any prospectus, all as such Holder may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Holder.

        (e)   The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Holders of the Registrable Securities covered by a Registration Statement under such other securities or "blue sky" laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Holder who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

        (f)    The Company shall notify Legal Counsel and each Holder in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(o), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and one copy of such supplement or amendment to Legal Counsel and each Holder (or such other number of copies as Legal Counsel or such Holder may reasonably request). The Company shall also promptly notify Legal Counsel and each Holder in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Holder by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

        (g)   The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment (including, in each case, by amending or supplementing such Registration Statement) and (ii) to notify Legal Counsel and each Holder who holds Registrable Securities being sold of the issuance of such order and

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the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

        (h)   The Company shall cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names as same may request.

        (i)    The Company shall use its reasonable best efforts to promptly cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other United States federal, state and local governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

        (j)    The Company shall comply with all applicable laws, rules and regulations, including those of governmental authorities, related to the Registration Statement and any registration hereunder (including, without limitation, the 1933 Act and the 1934 Act (as such term is defined below).

        (k)   Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC.

        (l)    Notwithstanding anything to the contrary herein, at any time after a Registration Statement has been declared effective by the SEC, (A) upon the request of the managing underwriter in a distribution of equity securities of the Company, each Selling Shareholder will cease making offers and sales of Registrable Securities pursuant to such Registration Statement for a period not to exceed thirty (30) days (a "Financing Event") and (B) the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which, in the good faith opinion of the Board of Directors of the Company and its counsel, may reasonably be expected to have an adverse effect on the Company (a "Grace Period"). The Grace Period shall expire upon the earlier to occur of (A) two (2) business days after the date on which such material information is disclosed to the public or ceases to be material, or (B) up to thirty (30) days after the Company delivers written notice pursuant to Section 3(f) above stating that the failure to disclose such non-public information causes the prospectus included in the Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading (each, a "Grace Period Notice"). Notwithstanding the aforementioned, the Company shall promptly (i) (x) in the case of a Grace Period, notify the Holders with written Grace Period Notice (provided that in each notice the Company will not disclose the content of such material non-public information to the Holders) and (y) in the case of a Financing Event or a Grace Period, the date on which the Financing Event or Grace Period, as the case may be, will begin, and (ii) in the case of a Financing Event and a Grace Period above, notify the Holders in writing of the date on which the Financing Event or Grace Period, as the case may be, ends; and, provided, further, that no Grace Period shall exceed thirty (30) consecutive days and during any three hundred sixty-five (365) day period such Grace Periods shall not exceed an aggregate of sixty (60) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length of a Financing Event or Grace Period above, such period shall begin on and include the date the Holders receive the notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(g)(i) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the

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Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.

        4.    Obligations of the Holders.

        (a)   At least 7 Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete such registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company such information regarding itself and the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such customary documents in connection with such registration as the Company may reasonably request.

        (b)   Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement.

        (c)   Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Holder in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Holder has not yet settled.

        (d)   Each Holder agrees that it shall, in connection with any sales or other transfers of Registrable Securities pursuant to any Registration Statement, comply with any applicable prospectus delivery requirements pursuant to the 1933 Act.

        5.    Expenses of Registration.

        All reasonable expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company, except for the expenses incurred by the Holders, including, without limitation, legal counsel fees.

        6.    Indemnification.

        In the event any Registrable Securities are included in a Registration Statement under this Agreement:

        (a)   To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder, the directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any Holder within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any

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action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on a failure of the Holder to properly deliver or to cause to be delivered the prospectus made available by the Company, including a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Holders.

        (b)   In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs a Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, (i) that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with such Registration Statement and (ii) based on a failure of the Holder to properly deliver or to cause to be delivered the prospectus made available by the Company, including a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and, subject to Section 6(c), such Holder will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this

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Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Holder shall be liable under this Agreement (including this Section 6(b) and Section 6(d) below) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds actually received by such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Holders. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

        (c)   Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel appointed by the Indemnified Person or the Indemnified Party, as the case may be, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential conflict of interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Holders holding at least a majority in interest of the Registrable Securities included in a Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

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        (d)   If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages and/or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the fullest extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

        7.    Reports Under The 1934 Act.

        With a view to making available to the Holders the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Holders to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:

        (a)   make and keep public information available, as those terms are understood and defined in Rule 144;

        (b)   file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and

        (c)   furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Holders to sell such securities pursuant to Rule 144 without registration.

        8.    Amendment of Registration Rights.

        Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Holders who then hold at least a majority of the Registrable Securities or in the case of a waiver, with the written consent of the party charged with the enforcement of any such provision. Any amendment or waiver effected in accordance with this Section 8 shall be binding upon each Holder and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

        9.    Miscellaneous.

        (a)   A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities, provided that the rights hereunder may only be assigned by a Seller to one transferee or assignee and shall not be further assigned by such assignee or transferee. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the record owner of such Registrable Securities.

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        (b)   All notices and other communications hereunder shall be in writing and shall be deemed given if (i) delivered in person, (ii) transmitted by telecopy (with confirmation), (iii) mailed by certified or registered mail (return receipt requested and obtained) or (d) delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

101 Gordon Drive
P.O. Box 345
Lionville, PA 19341-0645
Attention: President
Facsimile: (610) 594-3013

With a copy to:

Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: Christopher G. Karras
Facsimile: (215) 994-2222

If to Zinger:

Mr. Freddy Zinger
c/o Medimop Medical Projects Ltd.
4 Hayesira Street
P.O. Box 2499
Ra'anana 43000
Israel
Facsimile: (972)-9-748-5916

With a copy to:

Baratz, Horn & Co.
1 Azrieli Center, Round Tower, 18^th Floor
Tel Aviv 67021, Israel
Attention: Yuval Horn, Adv.
Facsimile: (972)-3-607-3766

If to other Sellers:

As set forth in Exhibit B

With a copy to:

Baratz, Horn & Co.
1 Azrieli Center, Round Tower, 18^th Floor
Tel Aviv 67021, Israel
Attention: Yuval Horn, Adv.
Facsimile: (972)-3-607-3766

        (c)   Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

        (d)   This Agreement, and all agreements, documents and instruments delivered pursuant hereto or incorporated herein, unless otherwise expressly provided therein, shall be governed by, and construed in

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accordance with, the substantive laws of the State of New York applicable to agreements made and to be performed entirely within such state, without reference to the conflicts of laws rules of such state. Each party hereto, for itself and its successors and assigns, irrevocably agrees that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in the United States District Court for the Southern District of New York located in New York, New York, or in the absence of jurisdiction, the Courts of the State of New York located within the Borough of Manhattan, City of New York, and generally and unconditionally accepts and irrevocably submits to the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby from which no appeal has been taken or is available in connection with this Agreement. Each party, for itself and its successors and assigns, irrevocably waives any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, including, without limitation, any objection based on the grounds of forum non conveniens, in the aforesaid courts. Each of the parties, for itself and its successors and assigns, irrevocably agrees that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9(b) hereof or at such other address of which the other parties shall have been notified in accordance with the provisions of Section 9(b) hereof, such service being hereby acknowledged by the parties to be effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law.

        (e)   This Agreement and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

        (f)    This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

        (g)   This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

        (h)   Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

        (i)    This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

WEST PHARMACEUTICAL SERVICES, INC.
By:	/s/  DONALD E. MOREL, JR.
	Name:  Donald E. Morel, Jr. Title:    Chief Executive Officer
	/s/  FREDDY ZINGER Freddy Zinger
	/s/  YAACOV WEISER Yaacov Weiser
	/s/  MOSHE BARKAN Moshe Barkan

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Exhibit A

Yaacov Weiser
10 Meoz Chaim Street
Rishon Lezion 75288
Israel

Moshe Barkan
3841 Rhodes Ave, Ste #100
Studio City, CA 91604

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Exhibit B

"Selling Stockholders" Section

        We are registering for resale shares of our common stock held by the security holders identified below. The security holders acquired the resale shares from us pursuant to a purchase agreement. We are registering the shares to permit the security holders and their pledgees, donees, transferees and other successors-in-interest that receive their shares from a stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate. The following table sets forth:

•

the name of the security holders,



•

the number and percent of shares of our common stock that the security holders beneficially owned prior to the offering for resale of the shares under this prospectus,



•

the number of shares of our common stock that may be offered for resale for the account of the security holders under this prospectus, and



•

the number and percent of shares of our common stock to be beneficially owned by the security holders after the offering of the resale shares (assuming all of the offered resale shares are sold by the security holders).

        The number of shares in the column "Number of Shares Being Offered" represents all of the shares that each security holder may offer under this prospectus. We do not know how long the security holders will hold the shares before selling them or how many shares they will sell and we currently have no agreements, arrangements or understandings with any of the security holders regarding the sale of any of the resale shares. The shares offered by this prospectus may be offered from time to time by the security holders listed below.

        This table is prepared solely based on information supplied to us by the listed security holders, any Schedules 13D or 13G and Forms 3 and 4, and other public documents filed with the SEC, and assumes the sale of all of the resale shares. The applicable percentages of beneficial ownership are based on an aggregate of                         shares of our common stock issued and outstanding on                        , 2005, adjusted as may be required by rules promulgated by the SEC.

	Shares Beneficially Owned Prior to Offering			Shares Beneficially Owned After Offering
			Number of Shares Being Offered
Security Holders
	Number	Percent		Number	Percent
Freddy Zinger
Yaacov Weiser
Moshe Barkan

14

Exhibit C

"Plan of Distribution" Section

        The common stock being offered by the Sellers, or by their pledgees, donees, distributees, transferees, or other successors in interest, will be sold in one or more transactions by the following means of distribution (or any combination thereof):

•

Block trades (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction.



•

Purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus.



•

Exchange distributions and/or secondary distributions in accordance with the rules of the NYSE.



•

Ordinary brokerage transactions and transactions in which the broker solicits purchasers.



•

Sales in the over-the-counter market.



•

Through short sales of common stock.



•

Through the writing of options on common stock.



•

Distributions to beneficiaries.



•

Privately negotiated transactions.

        The Sellers may from time to time deliver all or a portion of the shares of common stock offered hereby to cover a short sale or sales or upon the exercise, settlement or closing of a call equivalent position or a put equivalent position.

        The sale price to the public may be the market price prevailing at the time of sale, a price related to the prevailing market price or at any other price as a Seller determines from time to time. A Seller shall have the sole and absolute discretion not to accept any purchase offer or make any sale of common stock if they deem the purchase price to be unsatisfactory at any particular time.

        A Seller may also sell the common stock directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such market makers and broker-dealers may receive compensation in the form of discounts, concessions, or commissions from a Seller and/or the purchasers of common stock for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). Market makers and block purchasers purchasing the common stock will do so for their own account and at their own risk. It is possible that a Seller will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. In addition, a Seller or his successors in interest may enter into hedging transactions with broker-dealers who may engage in short sales of common stock in the course of hedging the positions they assume with a selling stockholder.

        A Seller may pledge or grant a security interest in some or all of the common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Sellers to include the pledgee, transferee or other successors in interest as a Seller under this prospectus. A Seller also may transfer and donate the common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will

15

be the selling beneficial owners for purposes of this prospectus. Shares of common stock that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

        There can be no assurance that all or any of the common stock offered hereby will be issued to, or sold by, the Sellers.

        A Seller and any broker-dealers that act in connection with the sale of common stock might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), and any commissions received by such broker-dealers and any profit on the resale of the common stock sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. Because a Seller may be deemed to be an "underwriter" within the meaning of Section 2(11) of the Securities Act, a Seller will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the NYSE pursuant to Rule 153 under the Securities Act. We have informed a Seller that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act of 1934, as amended (the "Exchange Act"), may apply to their sales in the market. The registration of the common stock under the Securities Act shall not be deemed an admission by a Seller or the Company that a Seller is an underwriter for purposes of the Securities Act of any common stock offered pursuant to this prospectus. In addition, under the securities laws of some states, the shares of common stock may be sold in these states only through registered or licensed brokers or dealers.

        Under the Exchange Act and the regulations thereunder, any person engaged in a distribution of the shares of common stock offered by this prospectus may not simultaneously engage in market making activities with respect to the common stock during any applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, a Seller will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder including, without limitation, Rules 101, 102, 103 and 104, which provisions may limit the timing of purchases and sales of common stock by a Seller.

        We will not receive any proceeds from the sale of the common stock offered by the Sellers. We will pay all expenses of the registration of the common stock to the Registration Rights Agreement, estimated to be $[    ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws. We will indemnify the Sellers against liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or the Sellers will be entitled to contribution. We will be indemnified by the Sellers against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the Sellers for use in this prospectus, in accordance with the related Registration Rights Agreement, or we may be entitled to contribution.

        Once sold under the shelf registration statement, of which this prospectus forms a part, the common stock will be freely tradable in the hands of persons other than our affiliates.

16

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Exhibit 4(d)

EX-5.(A)

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Exhibit 5(a)

OPINION OF JOHN R. GAILEY III

September 19, 2005

West Pharmaceutical Services, Inc.
101 Gordon Drive
Lionville, PA 19341

Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

        This opinion is furnished to you in connection with the Registration Statement on Form S-3 (the "Registration Statement") being filed by West Pharmaceutical Services, Inc., a Pennsylvania corporation (the "Company"), with the U. S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of up to 128,547 shares of the Company's common stock, $0.25 par value per share (the "Common Stock") issued by the Company pursuant to Share and Interest Purchase Agreement by and among the Company, West Pharmaceutical Services of Delaware, Inc., Medimop Medical Projects, Ltd., Medimop USA LLC and Freddy Zinger (the "Agreement"). The Common Stock may be offered and sold from time to time on a delayed or continuous basis pursuant to Securities Act Rule 415, and as may be set forth in one or more supplements to the prospectus, after the Registration Statement becomes effective.

        I have examined the Registration Statement, including the exhibits thereto, the Company's Amended and Restated Articles of Incorporation and its Amended and Restated By-Laws as currently in effect, the Agreement, certain resolutions of the board of directors, and such other documents, corporate records and instruments and have examined such laws and regulations deemed necessary for purposes of rendering the opinions set forth herein as I have deemed appropriate. In the foregoing examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the authenticity of all documents submitted to me as copies of originals.

        Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, I am of the opinion that the Shares issued and paid for in accordance with the terms of the Agreement were validly issued, fully paid and non-assessable.

        My opinion is limited to the Pennsylvania Business Corporation Law of the Commonwealth of Pennsylvania, as amended, including the statutory provisions and all applicable provisions of the Pennsylvania Constitution and reported judicial decisions interpreting these laws and the federal securities laws each as in effect on the date hereof.

        I assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if I become aware of any fact that might change the opinion expressed herein after the date hereof.

        I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related prospectus under the caption "Legal Matters." In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended,

or the rules and regulations thereunder.

Sincerely,
By:	/s/  JOHN R. GAILEY III John R. Gailey III John R. Gailey, III Vice President and General Counsel

2

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Exhibit 5(a)

OPINION OF JOHN R. GAILEY III September 19, 2005

EX-23.(A)

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Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (Registration No.) of West Pharmaceutical Services, Inc. of our report dated March 7, 2005, except for Notes 3, 7 and 11, as to which the date is August 31, 2005, relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Current Report on Form 8-K dated September 1, 2005. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/  PRICEWATERHOUSE COOPERS LLP PricewaterhouseCoopers LLP

Philadelphia, PA
September 16, 2005

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Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.(B)

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Exhibit 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of West Pharmaceutical Services, Inc. of our report dated August 6, 2004 relating to the financial statements of The Tech Group and Subsidiaries, which appears in the Current Report on Form 8-K, as amended, of West Pharmaceutical Services, Inc. dated May 20, 2005.

/s/  HENRY & HORNE LLP Henry & Horne, LLP

Tempe, Arizona
September 16, 2005

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Exhibit 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-24.(A)

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EXHIBIT 24(a)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as her attorney-in-fact to sign on her behalf and in her capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 16, 2005 /s/  TENLEY E. ALBRIGHT Tenley E. Albright

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EXHIBIT 24(a)

EX-24.(B)

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EXHIBIT 24(b)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 25, 2005 /s/  GEORGE W. EBRIGHT George W. Elbright

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EXHIBIT 24(b)

EX-24.(C)

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EXHIBIT 24(c)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 16, 2005 /s/  L. ROBERT JOHNSON L. Robert Johnson

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EXHIBIT 24(c)

EX-24.(D)

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EXHIBIT 24(d)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 16, 2005 /s/  WILLIAM H. LONGFIELD William H. Longfield

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EXHIBIT 24(d)

EX-24.(E)

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EXHIBIT 24(e)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 16, 2005 /s/  JOHN P. NEAFSEY John P. Neafsey

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EXHIBIT 24(e)

EX-24.(F)

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EXHIBIT 24(f)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 16, 2005 /s/  ANTHONY WELTERS Anthony Welters

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EXHIBIT 24(f)

EX-24.(G)

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EXHIBIT 24(g)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 16, 2005 /s/  GEOFFREY F. WORDEN Geoffrey F. Worden

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EXHIBIT 24(g)

EX-24.(H)

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EXHIBIT 24(h)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 16, 2005 /s/  ROBERT C. YOUNG Robert C. Young

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EXHIBIT 24(h)

EX-24.(I)

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EXHIBIT 24(i)

POWER OF ATTORNEY

        The undersigned hereby authorizes and appoints John R. Gailey III as his attorney-in-fact to sign on his behalf and in his capacity as a director of West Pharmaceutical Services, Inc. (the "Company"), and to file, the Registration Statement on Form S-3 for the registration of up to 128,547 shares of the Company's Common Stock, par value $.25 per share, to be sold by former shareholders of Medimop Medical Projects Ltd. and its affiliated company, and all amendments, exhibits and supplements thereto.

Date: August 17, 2005 /s/  PATRICK J. ZENNER Patrick J. Zenner

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EXHIBIT 24(i)