NOTICE OF 2006 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 2, 2006

Dear Shareholder,

The 2006 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held at the Company’s headquarters, 101 Gordon Drive, Lionville, Pennsylvania 19341, on Tuesday, May 2, 2006, at 9:30 AM. The items of business at the meeting are:

•                  to elect Paula A. Johnson, William H. Longfield, Anthony Welters and Patrick J. Zenner, as Class I Directors, each for a term of three years, and to elect Jenne K. Britell as a Class III director for a two-year term; and

•                  to transact such other business as may properly come before the meeting.

The Board of Directors unanimously recommends a vote “FOR” the election of the Director nominees listed above.

Only shareholders of record at the close of business on Friday, March 24, 2006, are entitled to notice of and to vote at the meeting or any postponement or adjournment of the meeting.

You can vote by proxy on the Internet, or by dating, signing and returning the enclosed proxy in the enclosed envelope. It is important that your shares be represented and voted, whether or not you expect to attend the meeting in person.

By Order of the Board of Directors,

JOHN R. GAILEY III

Vice President, General Counsel and Secretary

March 30, 2006

TABLE OF CONTENTS

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WEST PHARMACEUTICAL SERVICES, INC.

101 Gordon Drive

Lionville, Pennsylvania 19341

2006 ANNUAL MEETING OF SHAREHOLDERS

Tuesday, May 2, 2006

PROXY STATEMENT

General Information About the Meeting

Proxy Solicitation

We are providing these proxy materials in connection with the solicitation by the Board of Directors of West Pharmaceutical Services, Inc. (“West,” the “Company,” “we,” “us,” or “our”) of proxies to be voted at the Company’s 2006 Annual Meeting of Shareholders and at any adjournment or postponement. The meeting will be held on Tuesday, May 2, 2006, at 9:30 AM, at the Company’s headquarters, 101 Gordon Drive, Lionville, Pennsylvania 19341. These proxy materials are being mailed on or about March 30, 2006. We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by Directors, officers or employees in person or by telephone, facsimile or other electronic means.

Purpose of the Meeting

At the Annual Meeting, shareholders will act on the matters outlined in the notice of meeting on the cover page of this Proxy Statement, including the election of Directors. In addition, management will report on the performance of the Company and respond to your questions.

Shareholders Entitled to Vote

You may vote at the meeting only if you were a shareholder of record at the close of business on March 24, 2006. If you were a shareholder of record on that date, you will be entitled to vote all of the shares that you held on that date. Each outstanding share of the Company’s common stock, par value $.25 per share, will be entitled to one vote on each matter considered at the meeting.

Shareholders of Record and Beneficial Owners

If your shares are registered directly in your name with West’s transfer agent, American Stock Transfer & Trust Co., you are considered, with respect to those shares, the “shareholder of record.”  The Notice of Annual Meeting, Proxy Statement, Annual Report and proxy card have been sent directly to you by West.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The proxy materials and Annual Report referred to above have been forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the proxy card included in the mailing or by following their instructions for voting on the Internet.

How to Vote

You may vote using any of the following methods:

By Mail. Be sure to complete and sign the enclosed proxy card and return it in the pre-paid envelope. If you are a shareholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors.

On the Internet. The Internet voting procedure is designed to authenticate votes cast by use of a personal identification number. The procedure allows shareholders to appoint a proxy and provide voting instructions and to confirm that their actions have been properly recorded. The website for Internet voting is www.voteproxy.com. Specific instructions to be followed are set forth on the enclosed proxy card. Please have your proxy card handy when you go online. Internet voting facilities for shareholders of record will be available 24 hours a day, and will close at 11:59 PM Eastern Time on May 1, 2006.

In Person at the Annual Meeting. If you are a shareholder of record and attend the meeting, you may deliver your completed proxy card in person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the judge of elections with your ballot to be able to vote.

Changing Your Vote

Even after you have submitted your proxy, you may revoke or change your vote at any time before the proxy is exercised by filing with the Company’s Secretary either a notice of revocation or a duly executed proxy bearing a later date. You may also vote in person at the meeting, although attendance at the meeting will not by itself revoke a previously granted proxy.

Voting Requirements to Elect Directors

A quorum is necessary to take action at the meeting. A quorum means that shareholders of record holding at least a majority of the outstanding shares of the Company’s common stock are present, either in person or represented by proxy. As of the record date, 32,359,367 shares of common stock were outstanding. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a beneficial owner, your bank, broker or other holder of record is permitted to vote your shares on the election of Directors even if the broker does not receive voting instructions from you.

Directors will be elected by plurality vote. This means that the Director nominee with the most votes for a particular slot is elected for that slot. Only votes “for” affect the outcome. Votes withheld from Director nominees, abstentions and broker non-votes are not considered to be “votes,” and therefore will have no effect on the outcome of the vote.

Voting on Other Matters

Other matters to be voted on at the meeting will be determined by a majority of the votes cast at the meeting. At the date this Proxy Statement was printed, we did not know of any other matters to be raised at the Annual Meeting. If other matters are properly presented for consideration, the persons named in your proxy card will have the discretion to vote on those matters for you.

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Governance of the Company

West’s corporate governance leadership was recognized by Institutional Shareholders Services, which listed the Company in the Top Ten Corporate Governance Quotient Rankings in the Russell 3000 Index.

Governance Principles

Our Board of Directors’ Corporate Governance Principles, which include guidelines for determining director independence and qualifications for directors, are attached to this Proxy Statement as Annex I. All of West’s corporate governance materials, including the Corporate Governance Principles and Board committee charters, are published on our website at www.westpharma.com under the Investor – Corporate Governance captions. You may also receive a copy of these materials upon request from the Company’s Secretary. The Board of Directors regularly reviews corporate governance developments and modifies its Corporate Governance Principles and committee charters as warranted. Any modifications are reflected on our website.

All members of the Audit, Compensation and Nominating and Corporate Governance Committees must be independent directors as defined by the Corporate Governance Principles. Members of the Audit Committee must also satisfy a separate Securities and Exchange Commission independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from West or any of its subsidiaries other than their directors’ compensation.

Code of Business Conduct

All of our employees, officers and directors are required to comply with the Company’s Code of Business Conduct and related corporate policies and procedures. The purpose of the Code of Business Conduct is to provide guidance to employees on how to recognize and resolve properly the ethical and legal issues they may encounter in conducting the Company’s business, to provide a way of reporting unethical conduct and to help promote a culture of honesty, integrity and fairness. The Code of Business Conduct and related policies and procedures cover basic principles and practices such as our commitment to product and service quality, accurate accounting records and financial reporting, conflicts of interest, the protection and use of Company property and information, and compliance with legal requirements applicable to our operations.

Employees are required to report any actual or apparent violations of the Code. The Code also provides for the anonymous submission of complaints or suspected violations of the Code that concern an accounting, internal accounting controls or auditing matter directly to the Audit Committee of the Board, as required by the Sarbanes-Oxley Act of 2002.

The full text of the Code of Business Conduct can be found on our website at www.westpharma.com under the Investor – Corporate Governance captions. A printed copy of the Code may also be obtained upon request from the Company’s Secretary. There have been no waivers of the Code.

Communicating with the Board

Shareholders can communicate with the Chairman, Independent Directors or the non-management Directors as a group by sending a letter addressed as follows:

The Board of Directors

c/o John R. Gailey III

Vice President, General Counsel and Secretary

West Pharmaceutical Services, Inc.

101 Gordon Drive

Lionville, PA  19341

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Communications to a particular Director should be addressed to that Director at the address shown above. The Vice President, General Counsel and Secretary maintains a log of all communications received by the Board of Directors through this process. Communications to specific Directors are forwarded to those Directors. All other communications to the Board are transmitted directly to the Chairman, Independent Directors who makes the determination as to whether these messages should, in turn, be forwarded to a particular Board committee or to management for further handling.

Recommending Candidates for the Board of Directors

The Nominating and Governance Committee serves as our Nominating Committee. To identify new, non-management director candidates, the Nominating Committee considers individuals suggested or recommended from a variety of sources, including Nominating Committee members, other members of the Board, members of management, customers, suppliers, advisors to the Board and the Company’s security holders. The Nominating Committee has not in the past employed a third-party search firm, but it reserves the right to do so should it deem it appropriate. All persons recommended for nomination to the Board, regardless of the source of the recommendation, are evaluated in the same manner by the Nominating Committee.

Any recommendations for director candidates should be submitted in writing to the Chairman of the Nominating and Corporate Governance Committee at the address listed above. The written recommendation must contain or be accompanied by the following information:

•                        the name and address of the nominating shareholder as they appear on the Company’s books;

•                        the number and class of shares of the Company that are beneficially owned by the nominating shareholder;

•                        as to each recommended nominee: (1) his or her name, age, business address and, if known, residence address, (2) his or her principal occupation or employment, (3) the number and class of the Company’s securities beneficially owned by him or her, (4) information necessary to determine if such recommended nominee is an “independent director” as outlined in the Company’s Bylaws and (5) any other information regarding the recommended nominee that is required to be included in a proxy statement filed with the SEC;

•                        a description of all arrangements or understandings among the shareholder and each recommended nominee and any other persons pursuant to which the recommended nomination is to be made by the nominating shareholder;

•                        the consent of each recommended nominee to serve as a Director of the Company if so elected; and

•                        reasons that the person recommended would be a desirable member of the Board.

The Board believes that diversity and a mix of backgrounds and expertise among members of the Board collectively enhances its ability to understand issues and challenges facing the Company. The particular background, experience or expertise required in this mix may vary from time to time.

Director Qualification Standards and Director Independence

Pursuant to New York Stock Exchange requirements, our Board of Directors has adopted a formal set of categorical Director Qualification Standards with respect to the determination of Director independence, which meet, and in some cases exceed, the listing standards of the New York Stock Exchange. The Director Qualification Standards regarding Director independence are attached to this Proxy Statement as Annex II.

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In accordance with these Standards, the Board undertook its annual review of Director independence. During the review, The Board considered transactions and relationships between each Director and member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also considered charitable contributions to not-for-profit organizations of which our Directors or immediate family members are executive officers, none of which approached the levels set forth in our Director Qualification Standards. As a result of this review, the Board affirmatively determined that all of the Directors, including those nominated for election at the Annual Meeting, are independent of the Company and its management, with the exception of Dr. Morel, the Chairman and CEO of the Company.

Executive Sessions of Independent Directors and Chairman, Independent Directors

Executive sessions or meetings of outside non-management Directors without management present are held regularly to conduct a self-assessment of the Board’s performance and to review management’s strategy and operating plans, the criteria by which the Chairman and CEO and other senior executives are measured, the performance of the Chairman and CEO against those criteria, and any other relevant topics. Last year, outside Directors held six executive sessions.

One independent Director is designated as “Chairman, Independent Directors.”  The Chairman, Independent Directors confers with the Chief Executive Officer on the Board’s agenda items and information requirements. He also calls meetings of the independent Directors and presides at executive sessions of the independent Directors. Mr. Longfield is the current Chairman, Independent Directors.

Board and Committee Membership

The Company is governed by our Board of Directors. All Directors attended more than 75% of the total number of meetings of the Board and the committees on which he or she served. Under the Company’s Corporate Governance Principles, each Director is expected to attend the Annual Meeting of Shareholders unless prevented from doing so by illness or emergency.

During 2005, the Board met six times and had four Committees: an Audit Committee; a Compensation Committee; a Finance Committee; and a Nominating and Corporate Governance Committee. The Board has adopted a written charter for each of these committees, copies of which are posted on the Company’s website, www.westpharma.com, under the Investor – Corporate Governance captions. You may obtain a printed copy of each committee’s charter upon request from the Company’s Secretary. The following table provides 2005 membership and meeting information for each of the Board committees:

* Chairman

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Audit Committee. The Audit Committee assists the Board in its oversight of (1) the integrity of the Company’s financial statements; (2) the independence and qualifications of the Company’s independent registered public accounting firm; (3) the performance of the Company’s internal audit function and independent registered public accounting firm; and (4) the compliance by the Company with legal and regulatory requirements. In carrying out these responsibilities, the Audit Committee, among other things:

•                  Reviews and discusses the Company’s annual and quarterly financial statements with management and the independent registered public accounting firm;

•                  Manages the relationship between the Company and the independent registered public accounting firm, including: having sole authority for their appointment, retention and compensation; reviewing the scope of their work; approving non-audit and audit services; and confirming the independence of the independent registered public accounting firm; and

•                  Oversees management’s implementation and maintenance of disclosure controls and procedures and internal control over financial reporting.

Audit Committee Financial Experts

The Board of Directors has determined that each of the members of the Audit Committee is an “audit committee financial expert” within the meaning of Securities and Exchange Commission regulations.

Mr. Zenner currently serves on the audit committees of four other public companies. The Board has determined that his simultaneous service on the other audit committees does not impair his ability to effectively serve on the Company’s Audit Committee.

Compensation Committee. The Compensation Committee’s responsibilities include monitoring the effectiveness of the Company’s executive compensation programs in achieving the Board’s compensation philosophy; reviewing and approving corporate goals and objectives relevant to the Chairman and CEO’s compensation and evaluating his performance against those goals and objectives; and, either as a committee or together with the other independent Directors, determining and approving the Chairman and CEO’s compensation level based on that evaluation. The Committee also makes recommendations to the Board with respect to incentive and equity-based compensation plans. In overseeing the administration of those plans, the Compensation Committee approves all grants and awards to executive officers, establishes performance goals and determines whether or not such goals have been attained. Each year, the Committee produces a report on executive compensation, which is contained in this Proxy Statement under the heading “Report of the Compensation Committee on Executive Compensation.”   In carrying out its responsibilities, the Committee is authorized to engage, and has engaged, outside advisors to consult with it as the Committee deems appropriate.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies qualified individuals to serve as Board members; recommends nominees for director and officer positions; determines the appropriate size and composition of the Board and its committees; monitors a process to assess Board effectiveness; and considers matters of corporate governance, including developing and recommending to the Board a set of effective corporate governance principles applicable to the Company. After review by the independent Directors, this Committee formally recommends to the Board a successor to the Chief Executive Officer.

Finance Committee. The Finance Committee serves as the Board’s liaison with management on important financial transactions and financial-policy matters. This Committee consults with and advises management on financial strategies, policies and procedures, acquisitions, divestitures and capital-expenditure requests. This Committee also monitors the performance of the Company’s savings and retirement plan investment committee.

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2005 Compensation of Non-Employee Directors

Annual compensation for non-employee Directors is comprised of cash compensation, in the form of an annual retainer, meeting and committee fees, and annual grants of non-qualified stock options and stock-equivalent units. The total 2005 compensation of our non-employee Directors is shown in the following table.

(1)          Includes retainer associated with chairing a Board committee.

(2)          Present value of stock option awards is based on the grant date fair value estimated by the Company for financial reporting purposes (ranging from $7.34 to $8.39 per share). The amounts shown include 6,400 stock options issued to each Director, except for Dr. Britell and Dr. Johnson who were first appointed to the Board in the fourth quarter of the year, and therefore awarded a prorated number of options based on their respective appointment dates. Dr. Johnson was awarded 3,900 stock options and Dr. Britell was awarded 2,700 stock options.

(3)          Stock units are valued by multiplying the number of units granted by the closing price of the Company’s common stock on the grant date as described below under the heading “Stock Unit Awards.”  The amounts shown include 2,000 units issued to each Director other than Dr. Britell and Dr. Johnson. Dr. Johnson received 1,200 stock units and Dr. Britell received 900 stock units, each reflecting a prorated award based on their respective appointment dates.

Annual Board and Committee Retainer Fees. Non-employee Directors receive an annual cash retainer of $20,000. The Chairman, Independent Directors also receives an additional annual retainer of $10,000. The chair of a Board committee (other than the Audit Committee) receives an annual retainer of $3,500. The Chairman of the Audit Committee receives an annual retainer of $10,000.

Meeting Fees. Non-employee Directors receive a fee of $1,500 for attending each Board meeting and a fee of $1,000 for attending each committee meeting.

Stock Unit Awards. Under the Company’s 2004 Stock-Based Compensation Plan, each non-employee Director receives an annual award of 1,000 stock-equivalent units on the day following our Annual Meeting, provided the Director continues to serve as a Director through the next Annual Meeting. Non-employee Directors who are appointed between meetings are granted a prorated award based on the date of their appointment. The units are credited to an account under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors. When dividends are paid on common stock, additional stock-equivalents are credited to each Director’s account as if those dividends were used to purchase additional shares. The balance in the account is payable in cash when the recipient ceases to be a Director. See the discussion under “Deferred Compensation” below.

In 2005, the stock-equivalent unit awards were adjusted to account for the Company’s 2004 stock-split. As a result, each non-employee Director, other than Dr. Johnson and Dr. Britell, was awarded an additional 1,000 stock-equivalent units. The total value of the awards at the time of grant was $55,130 as measured by the closing stock price of West stock on the grant dates ($26.63 on April 27, 2005 and $28.50 on June 28, 2005). Because Dr. Johnson and Dr. Britell first joined the Board during 2005, they each received a prorated number of stock units. Dr. Johnson was granted 1,200 units on November 22, 2005, with a value of $30,240 (based on the closing stock price of $25.20 on the grant date), and Dr. Britell was

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granted 900 units on December 13, 2005, with a value of $22,086 (based on the closing stock price of $24.54 on the grant date).

Stock Options. Under the 2004 Stock-Based Compensation Plan, each year, on the day following the Annual Meeting, each non-employee Director who continues to serve as a Director following the meeting is granted a non-qualified stock option to purchase 3,200 shares. In 2005, the grants were adjusted to account for the Company’s two-for-one stock split in 2004. As a result, all of our non-employee Directors, other than Dr. Johnson and Dr. Britell, received an additional stock option grant of 3,200 shares. The total value of the stock options at the time of grant was $51,872, based on the grant date fair value estimated by the Company for financial accounting purposes ($7.82 and $8.39 per share). Dr. Johnson received a stock option to purchase 3,900 shares, with an estimated grant date fair value of $29,484 (or $7.56 per share) and Dr. Britell received a non-qualified stock option to purchase 2,700 shares, with an estimated grant date fair value of $19,818 (or $7.34 per share). Each option has an exercise price equal to the fair market value of the Company’s common stock on the date of grant, vests one year from the date of grant and expires ten years from the date of grant.

Deferred Compensation. Under the Company’s Non-Qualified Deferred Compensation Plan for Non-Employee Directors,  non-employee Directors may defer all or a part of their annual cash retainers and meeting fees until they cease to be Directors. At a Director’s election, the deferred fees may be credited to an account that earns interest at the prime rate of the Company’s principal commercial bank or a stock-equivalents account. Amounts credited to the stock-equivalents account are converted into common stock-equivalent units based on the fair market value of one share of the Company’s common stock on the last day of the quarter. Upon termination of Board service, the Director receives a cash payment equal to the balance in the interest-bearing account and the value of the stock-equivalents account, which is determined by multiplying the number of stock-equivalents in the account by the fair market value of one share of West common stock on the date of termination.

Stock Ownership

Securities Ownership of Directors and Executive Officers

The following table shows the number of shares of our common stock beneficially owned as of March 15, 2006 by our Directors, each Named Executive Officer listed in the Summary Compensation Table and the number of shares beneficially owned by all of our Directors and executive officers as a group. The table also includes information about performance-vesting restricted shares and stock-equivalent units credited to accounts of our Directors and executive officers under various compensation and retirement plans.

No Director or officer beneficially owns more than 1% of our outstanding common stock, except for Dr. Morel, who beneficially owns 2.27%. All Directors and officers as a group beneficially own 6.51% of the outstanding shares. Shares underlying stock options exercisable within 60 days of March 15, 2006 are treated as beneficially owned by the individual and as outstanding when computing the percentages owned by the individual and the group.

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(1)          With respect to executive officers, includes (i) shares held in participant accounts under the Company’s Savings Plan, Non-Qualified Deferred Compensation Plan for Designated Officers, 2003 Employee Stock Purchase Plan and Discounted Stock Purchase Plan, and (ii) restricted shares awarded under various Company incentive compensation plans as follows: 

(2)          As of March 15, 2006, these units are held under the Company’s Non-Qualified Deferred Compensation Plan for Non-Employee Directors. The value of a Director’s unit account is measured by the price of our common stock. This number also includes the following number of units resulting from the conversion into units of retirement benefits under the Company’s Retirement Plan for Non-Employee Directors upon that plan’s termination in May 1999: Dr. Albright – 2,470 units; Mr. Ebright – 3,035 units; Mr. Johnson – 4,196 units; Mr. Longfield – 1,547 units; Mr. Neafsey – 4,792 units; Mr. Welters – 357 units; and Mr. Worden – 2,410 units.

(3)          Includes 30,027 shares held by the Company’s charitable foundation. Dr. Albright and Richard D. Luzzi, an executive officer of the Company, are trustees of the foundation and, in that capacity, are each deemed to be the beneficial owner of the shares held by the foundation because they share voting and dispositive power over those shares. Dr. Albright and Mr. Luzzi disclaim any economic interest in shares held by the foundation.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and executive officers to file reports of holdings and transactions in West shares with the SEC. Based on our records and other information, we believe that all of our Directors and officers who are subject to Section 16 met all applicable filing requirements, with the exception of Ms. Altemus, who filed two different late reports. One of Ms. Altemus’ late filings related to the exercise of an option and the subsequent sale of the shares and the other related to a sale of shares of the Company’s common stock.

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The Company’s Largest Shareholders

The following table contains information about persons who beneficially owned more than 5% of our common stock as of December 31, 2005. Except as indicated below, the beneficial owners have sole voting and dispositive power over the shares shown opposite their names. This table was compiled from Securities and Exchange Commission reports.

(1)          Based on information set forth in a Schedule 13G/A filing made by Franklin Resources, Inc. (“FRI”), Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisory Services, LLC dated February 2, 2006. FRI has sole voting power with respect to 3,689,973 shares and shared dispositive power with respect to 3,693,973 shares. Represents shares beneficially owned by one or more open or closed-end investment companies or other managed accounts, which are advised by direct and indirect investment advisory subsidiaries of FRI. Charles B. Johnson and Rupert H. Johnson, Jr. are principal owners of FRI, and they, along with FRI and each of FRI’s advisory subsidiaries, disclaim any economic interest or beneficial ownership in any of the shares covered by the Schedule. They disclaim the existence of a group.

(2)          Based on information set forth in a Schedule 13G filing made by Private Capital Management (“PCM”), Bruce S. Sherman and Gregg J. Powers dated February 14, 2006. Mr. Sherman is CEO of PCM and Mr. Powers is President of PCM. In these capacities, Messrs. Sherman and Powers exercise shared dispositive power with respect to shares held by PCM’s clients and managed by PCM. Messrs. Sherman and Powers disclaim beneficial ownership of the shares held by PCM’s clients and disclaim the existence of a group. Mr. Sherman and Mr. Powers as, respectively, the CEO and President of PCM, exercise shared voting authority with respect to shares held by those PCM clients that have delegated proxy voting authority to PCM. Such delegation may be granted or revoked at any time at the client’s discretion.

(3)          Based on information set forth in a Schedule 13G/A filing made by Wilmington Trust Corporation (“WTC”),  dated February 14, 2006. WTC, together with its affiliates Wilmington Trust Company and Wilmington Trust Federal Savings Bank, has (i) sole voting power with respect to 1,851,839 shares, (ii) sole investment power with respect to 879,240 shares and (iii) shared investment power with respect to 432,686 shares.

(4)          Based on information set forth in a Schedule 13G filing made by Lord, Abbett & Co. LLC dated February 1, 2006.

PROPOSAL REQUIRING YOUR VOTE —

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Each year, the Directors in one class are elected to serve a three-year term. We may increase or decrease the size of the Board, elect Directors to fill vacancies on the Board and assign Directors to a class. Under that authority, in October 2005 we elected Paula A. Johnson to the Board as a Class I Director and increased the size of the Board to 11 from 10, and in December 2005 we elected Jenne K. Britell to the Board as a Class III Director and increased the size of the Board to 12 from 11.

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We have nominated Paula A. Johnson, William H. Longfield, Anthony Welters and Patrick J. Zenner for election as Class I Directors and Jenne K. Britell for election as a Class III director. As a Class III director, Dr. Britell will serve for a two-year term. All of the nominees have agreed to be named and to serve if elected. If any nominee becomes unavailable, which the Board does not expect, the Board’s Nominating and Corporate Governance Committee will recommend to the Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

Nominees For Directors in Class I  For Terms to Expire in 2009

Nominee For Director in Class III For a Term to Expire in 2008

The Board of Directors unanimously recommends a vote “FOR” the election of these nominees as Directors.

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Continuing Class II Directors Whose Terms Expire in 2007

Continuing Class III Directors Whose Terms Expire in 2008

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Report of the Compensation Committee on Executive Compensation

The Compensation Committee reviews and approves the compensation programs for the Chairman and CEO and other executive management, including the Named Executive Officers named in the Compensation Table on page 16, and approves every compensation action for them. The Committee’s compensation decision for the Chairman and CEO is submitted to the independent Directors for ratification. The Committee also oversees the administration of the Company’s incentive and stock-based compensation plans, and regularly evaluates the effectiveness of our overall executive compensation programs. Incentive awards based on the Company’s stock are made under the Company’s 2004 Stock-Based Compensation Plan, which our shareholders approved in 2004. The Committee has retained an outside compensation consultant to assist it in its decisions.

Overview of Compensation Philosophy and Program

The goal is to develop executive compensation policies and practices that attract and retain the highest caliber executives, closely link executive compensation and Company financial performance, on both a short-term and long-term basis, and align management and shareholder interests through increased management stock ownership.

The major components of compensation are: base salary; annual incentive awards; and long-term compensation. Annual incentive awards are made in a combination of cash and shares of the Company’s common stock, and the long-term incentive program includes performance-vesting share awards and stock options.

Total Compensation

The Committee generally looks to set total executive compensation levels (salary, target bonus levels and target long-term incentive award opportunities) at the 50^th percentile of comparable positions. Each year, the Committee benchmarks the Company’s executive compensation by comparing the compensation of the Company’s senior management with competitive market compensation data. The benchmarking exercise is undertaken with the assistance of the Committee’s outside compensation consultant. The market compensation data is compiled by the consultant from its own proprietary compensation surveys and databases of healthcare companies, size-adjusted by the consultant to reflect the Company’s approximate revenue.

The Committee considers other factors when making individual compensation decisions. Those factors include relative experience and length of service, performance reviews and the Company’s recent financial performance. The Committee also considers recommendations from the Chairman and CEO regarding total compensation for those executives reporting directly to him.

Salaries

The 2005 salaries of the Named Executive Officers are shown in the “Salary” column of the Summary Compensation Table. The Committee reviews the base salaries of the executive officers each year and at the time of a promotion or other change in responsibilities. Salary increases are based on the Committee’s subjective evaluation of such factors as the level of pay compared to market data, the executive’s performance review, experience level and the relationship of base salary to total compensation. The senior management team received an average salary increase of 2.75% in 2005.

Annual Incentive Compensation

Annual incentives are awarded under the Company’s Management Incentive Bonus Program, which provides for the payment of a bonus based on the achievement of annual financial-performance targets. The Committee determines the performance measures and other terms and conditions of awards for executive officers covered under this program. Payouts under this program are made in a combination of cash and shares of common stock, both restricted and unrestricted. For 2005, 65% of the bonus

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opportunity at the corporate level was based on an earnings-per-share (“EPS”) target, with 35% of the opportunity based on a corporate cash flow performance target. At the division level, 25% of the bonus opportunity was based on EPS, with 75% of the payouts based on achievement of division-level financial performance targets. The targets may be adjusted for events and circumstances that are unusual in nature or that occur infrequently.

A full payout is made if the performance goals are met, with higher payouts for exceeding goals and lower payouts for falling short of targets. No payout is made if actual performance is below 85% of targeted performance. Payouts are capped at 150% of the target bonus opportunity.

Each participant’s target bonus opportunity is measured as a percentage of base salary, ranging from 40% to 65% for senior management other than the Chairman and CEO. The Chairman and CEO’s target bonus opportunity is 75% of his base salary. At least 25% of the net, after-tax amount of senior executives’ bonuses is paid in shares of common stock (“Bonus Shares”), although executives may elect to have a higher percentage paid in stock. In addition, each executive receives an additional 25% of the number of Bonus Shares in the form of restricted stock (“Incentive Shares”), which vest over a four-year period, so long as the executive retains the original Bonus Shares. The balance of bonuses is paid in cash.

In June 2005, the Committee raised the EPS target to account for the expected financial impact of The Tech Group acquisition. At that time, the Committee also adjusted targets for division-level Plan participants who were to be directly involved in managing the Tech Group operations. After the year-end financial results were finalized, the Committee decided to measure the division-level participants on their original targets rather than the Tech Group-adjusted targets. The Committee considered this action appropriate because the affected participants were not in a position to directly affect Tech Group performance due to delays in the transition of management control. No adjustments were made in the revised EPS target.

For 2005, the Company achieved 100.7% of its EPS target and 108.4% of its cash flow target for a combined payout of 104.5% of the target bonus opportunity at the corporate level. The annual incentive awards paid to each of the Named Executive Officers are shown in the “Bonus” column of the Summary Compensation Table. Information about the number and value of Incentive Shares is contained in footnote 2 to that Table.

Long-Term Incentive Compensation

Long-term incentive compensation is intended to align management and shareholder interests (through stock options that only have value if the market price of the stock rises); promote achievement of long-term performance goals (through performance-based share awards); and encourage executive retention (through time-vested stock options and restricted stock). Long-term incentive awards are divided evenly between stock options and performance-vesting restricted share awards. The total incentive opportunity is set to approximate the 50^th percentile of comparable compensation based on executive compensation data developed by the Committee’s independent compensation consultant, subject to the terms of the 2004 Stock-Based Compensation Plan. The Black-Scholes method is used to determine the number of stock option shares, and the number of performance-vesting restricted shares is determined by reference to the fair market value of the stock on the date of grant.

Stock options vest in equal installments over a four-year period, while performance-vesting share awards are contingent on achievement of the performance criteria established for each of the following long-term measures: compound annual revenue growth and average return on invested capital. Each measure is weighted equally. The percentage of performance shares that vests in each year varies according to the achievement of the goals in each of the plan years. No vesting occurs if the actual performance of the Company falls below 70% of the targeted performance.

The Named Executive Officers were awarded the number of stock options shown in the table headed “Option Grants in 2005.”  The number of performance-vesting restricted shares that the Named Executive Officers may earn at the end of the three-year performance period 2005-2007 is shown in the

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table headed “Long-Term Incentive Plan Awards in 2005.”  The payout from the program can range from zero to 200% of the target awards based on actual performance versus the targeted performance over the period. The total number of shares earned by each of the Named Executive Officers for the performance period ending December 31, 2005 is shown in footnote 3 to the “LTIP Payouts” column of the Summary Compensation Table.

Deferred Compensation Plan

U.S.-based executives may defer up to 100% of their salary and bonus, whether cash or stock, under the Company’s Non-Qualified Deferred Compensation Plan for Designated Officers. The Company contributes to the plan an amount equal to 50% of the first 6% of base salary that an eligible participant defers. Any cash compensation deferred by participants under the plan may be invested in an array of investment funds, while Company contributions, and any stock bonus deferred by the participant, are invested in shares of the Company’s common stock. Company matching contributions vest over a five-year period. All distributions are payable at the time of employment termination.

Compensation of the Chief Executive Officer

In April 2005, Dr. Morel’s annual base salary was set at $625,000, equal to the 50^th percentile of the market data compiled by the Committee’s consultant. His new salary represented an increase of 19% from his prior base salary of $525,013. The Committee believes this level of pay is appropriate because of Dr. Morel’s leadership role in achieving the Company’s outstanding performance both strategically and financially. The Committee also considered his prior salary level to be below the mid-point range of comparably paid executive positions and believes the new level to be appropriate from a management retention standpoint.

Dr. Morel received an annual bonus of $489,882 for 2005, representing 104.5% of his target bonus opportunity, or 78.4% of his base salary. Dr. Morel’s bonus was paid in the form of $367,411 in cash and the award of 3,758 Bonus Shares. He also received an award of 940 Incentive (restricted) Shares that vest over a four-year period. Of the total grant of performance-vesting restricted shares for the 2004 performance period, Dr. Morel earned 31,748 shares which became vested in 2005. This vested percentage represents achievement of 100% of the 2004 revenue growth target and 85.9% of the return-on-invested-capital target. Of the 31,748 vested shares, the 2004 Stock-Based Compensation Plan provides that no more than $500,000 of the award (as measured by the fair market value of the Company’s stock on the date of grant) may be paid in any performance period. Therefore, the portion of Dr. Morel’s award that exceeds this annual $500,000 limitation will not be payable until the date of Dr. Morel’s termination, or, if earlier the date that the annual $500,000 limitation is increased. The Committee is currently considering a recommendation to the full Board that the Plan be amended to increase the annual $500,000 limitation.

During 2005, the Committee also approved a long-term incentive award to Dr. Morel consisting of an option grant of 95,183 stock options and 25,961 performance-vesting restricted shares in respect of the three-year performance period 2005-2007. The size of the award was set to approximate the 50^th percentile based on comparable compensation data. The actual number of performance-vesting restricted shares that Dr. Morel would receive will depend on the actual performance of the Company versus the performance goals over the performance period. The timing of the distribution of this award will depend upon the annual limitation on the amount of awards that can be paid to any individual.

Additional Information

Stock Ownership Goals. To further align management and shareholder interests, the Committee has developed share-ownership goals for senior management. These goals call for executive officers to own common stock with a market value equal to specified multiples of the executive’s base salary, ranging from 200% of base salary for senior executives to 500% of base salary for the Chief Executive Officer. The Committee would like executives to reach their goal within five to seven years of attaining their position and annually reviews each executive’s progress.

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Deductible Compensation Under the Tax Laws. Under section 162(m) of the Internal Revenue Code, a publicly held corporation such as the Company is denied a federal tax deduction for compensation in excess of $1,000,000, which is paid to its chief executive officer and its four most-highly compensated executive officers other than the chief executive officer. “Qualified performance-based compensation” and certain other compensation are not subject to the deduction limitation.

The Board of Directors has taken action to ensure that awards of stock options, Bonus and Incentive Shares under the Company’s incentive plans will be treated as qualified performance-based compensation and, therefore, remain tax deductible by the Company. The Committee has not adopted a policy requiring all compensation to be deductible.

L. Robert Johnson, Chairman

William H. Longfield

Anthony Welters

EXECUTIVE COMPENSATION

Summary Compensation Table

(1)          The Bonus column includes the value of any Bonus (unrestricted) Shares awarded under the 2004 Stock-Based Compensation Plan, but not the value of any Incentive (time-vested restricted) Shares. Incentive-Share awards for these years are reflected in the Restricted Stock Awards column. Bonuses are paid in the year following the year in which they are earned.

(2)          The amounts shown in this column represent the dollar value of Incentive Shares (time-vested restricted stock) awarded to the Named Executive Officers. Incentive-Share awards are made in the year following the year in which they are earned and vest 25% per year for four years from the date of grant. Dividends are paid on restricted stock and reinvested in additional shares. On February 24, 2006, the following number of Incentive Shares were awarded in respect of 2005 performance: Dr. Morel – 940 shares; Mr. Ellers – 1,111 shares; Mr. Federici – 369 shares; Mr. Keating – 189 shares; and Ms. Altemus – 212 shares. The values are determined by multiplying the number of Incentive Shares awarded by the closing price of our common stock ($32.28) on the award date.

The following table contains information on all of the restricted stock held by the Named Executive Officers at December 31, 2005. Values are determined by multiplying the number of shares by $25.03, the December 30, 2005 closing price per share of our common stock on the New York Stock Exchange.

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(3)          Represents the dollar market value of performance-vesting shares earned by each Named Executive Officer for the 2004 performance period and paid in 2005. The value is based on the closing price of West common stock ($25.84) on the New York Stock Exchange on the day before the payout. The number of performance-vesting shares, including additional shares earned by deemed dividend reinvestment during the performance period, paid to each Named Executive Officer was as follows:  Dr. Morel – 24,434 shares; Mr. Ellers – 12,525 shares; Mr. Federici – 5,725 shares; Mr. Keating – 3,925 shares; and Ms. Altemus – 3,399 shares.

(4)          Individual components of All Other Compensation include the following:

For Dr. Morel, each year also includes Company-paid supplemental individual life insurance premium payments totaling $3,112 per year.

As Mr. Keating is employed overseas and is not eligible to participate in the Company’s Savings Plan and Non-Qualified Deferred Compensation Plan for Designated Officers, the Company contributes to the purchase of private retirement benefits for Mr. Keating. Company contributions were $34,303 in 2005, $44,072 in 2004 and $38,091 in 2003. In addition, due to his overseas employment, Mr. Keating is not eligible to participate in the Executive Medical Plan.

For Mr. Federici, the 2004 amount also includes Company-paid relocation expenses of $17,445 and a $29,166 relocation bonus and the 2003 amount represents Company-paid relocation expenses.

(5)          For  Mr. Keating, amounts for all columns, except the Bonus and LTIP Payouts columns, have been converted to U.S. Dollars as follows:

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(6)          For Mr. Keating, the amount includes cost-of-living allowance payments in 2005, 2004 and 2003 of $42,747, $54,920 and $47,456, respectively. The 2004 and 2003 amounts also include overseas premium payments of $22,508 and $29,293, respectively.

Performance-Vesting Share Awards

The Named Executive Officers were awarded the right to earn shares of West common stock for the 2005-2007 performance period under the 2004 Stock-Based Compensation Plan. Actual payouts of these performance-vesting shares, if any, will be determined by a non-discretionary formula based on the achievement of specified revenue growth and return-on-invested-capital targets. The payout can range from zero to 200% of the targeted amount, subject to any Plan provisions that limit individual payouts in any given performance period. The number of performance-vesting shares that the Named Executive Officers may earn at the end of the three-year performance period 01/01/05-12/31/07 is shown in the following table.

Long-Term Incentive Plan Awards in 2005

(1)             The actual number of performance-vesting shares that will be paid out at the end of the applicable period, if any, cannot be determined because the shares earned by the Named Executive Officers will be based on future performance.

(2)             If the Company’s minimum performance in both measures is below the threshold level, then no performance-vesting shares will be earned. To the extent the Company’s performance on either or both measures exceeds the threshold performance level, a varying amount of shares of common stock up to the maximum will be earned.

Stock Option Grants

This table shows all options to purchase our common stock granted to each Named Executive Officer in 2005 and the potential value of those grants at stock price appreciation rates of 5% and 10%, compounded annually over the maximum ten-year term of the options, as well as the fair value of the grant on the award date. The assumed annual appreciation rates of 5% and 10% are required to be disclosed by SEC rules and are not intended to forecast possible future appreciation, if any, in our stock price.

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Option Grants in 2005

(1)          Option grants have a ten-year term and first become exercisable one year after the date of grant.

(2)          The exercise price for all stock option grants is the fair market value of our common stock on the date of grant. The exercise price (and any applicable withholding taxes) may be paid in cash, shares of common stock valued at fair market value on the date of exercise or pursuant to a cashless exercise procedure under which the option holder provides irrevocable instructions to a brokerage firm to sell the purchased shares and to remit to the Company, out of the sale proceeds, an amount equal to the exercise price plus all applicable withholding taxes.

(3)          The value of the stock option grants is based on the grant date fair value estimated by the Company for financial reporting purposes ($7.14 per option for Dr. Morel and $7.27 per option for the other Named Executive Officers).

This table shows how many stock options were exercised by each of the Named Executive Officers in 2005, and the number and value (stock price less exercise price) of their unexercised options at year-end, using the closing price ($25.03) of our common stock on December 30, 2005.

Total Options Exercised in 2005

and Year-End Values

Retirement Plan

The West Pharmaceutical Services, Inc. Employees’ Retirement Plan is a noncontributory, qualified defined benefit plan maintained for all eligible employees of the Company. Employees become eligible for the Retirement Plan on the first day of the month following the date the employee has completed one hour of service. The benefit formula for salaried employees is based primarily on the participant’s credited years of service and average annual compensation (including base salary, overtime, cash or stock bonuses and other cash remuneration). Average annual compensation is defined as the average of a participant’s five highest consecutive calendar years of compensation during the participant’s last ten calendar years of service or the average of a participant’s compensation for the last 60 months of service. Retirement benefits are non-forfeitable after five years of vesting service. Although age 65 is the Retirement Plan’s normal retirement age, participants who have attained age 55 and have completed 10 years of service are eligible for early retirement benefits on an actuarially reduced basis.

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In 2005, the annual limit on compensation was $210,000 and the limit on annual benefit payments under a defined benefit plan was $170,000. To provide additional retirement benefits to key salaried employees, the Company maintains the West Pharmaceutical Services, Inc. Supplemental Employee Retirement Plan, a non-qualified, unfunded plan, which provides benefits in excess of those limits.

The following table illustrates estimated annual retirement benefits payable under the qualified and non-qualified plans at normal retirement (age 65). The estimated benefits are computed as straight-life annuity amounts and are stated before reduction for social security.

Retirement Plan Table