Abstract: A coating that may be used in all environments where a protective coating is applied to a metal, such as for use in coating coils, for coating the interior of cans or beverage containers, and as well as for a host of other uses where protective coatings and films are applied to a metal. Specifically provided is a lining for the interior of steel drums and pails, which lining has very low levels of volatile organic compounds, while still having superior hardness and flexibility. The coating and drum-lining made from the coating is essentially a water-base, thereby effectively eliminating the problem of VOC-emission. The coating of the invention for use in all metal-coating environments is made from a water-base polyester-resin, and the steel-drum lining made from this water-based polyester-resin coating is a water-base phenolic coating.