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

                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
         OF THE SECURITIES EXCHANGE ACT OF 1934
     FOR THE QUARTERLY PERIOD ENDED DECEMBER 28, 1997

                                 OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 0-26178

                               BWAY CORPORATION
            (Exact name of registrant as specified in its charter)

           DELAWARE                                       36-3624491
(STATE OR OTHER JURISDICTION                (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

                         8607 Roberts Drive, Suite 250
                            Atlanta, Georgia 30350
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                  (ZIP CODE)

                                (770) 645-4800
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 __________________

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X   No
   -----    -----

There were 9,491,330 shares of Common Stock ($.01 par value) outstanding as of
February 1, 1998.
<PAGE>
 
                               BWAY CORPORATION
                         QUARTERLY REPORT ON FORM 10-Q
                             FOR THE QUARTER ENDED

                               DECEMBER 28, 1997

                                     INDEX
                                                                     PAGE NUMBER

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets at December 28, 1997
            and September 28, 1997  (Unaudited)                          3

          Consolidated Statements of Income for the three month
            periods ended December 28, 1997 and
            December 29, 1996  (Unaudited)                               4

          Consolidated Statements of Cash Flows for the three
            month periods ended December 28, 1997 and 
            December 29, 1996 (Unaudited)                                5-6

          Notes to Consolidated Financial Statements (Unaudited)         7-10

Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                    11-13
 
PART II. OTHER INFORMATION
 
Item 1.   Legal Proceedings                                              14
 
Item 2.   Changes in Securities                                          14
 
Item 3.   Defaults upon Senior Securities                                14
 
Item 4.   Submission of Matters to a Vote of Security Holders            14
 
Item 5.   Other Information                                              14
 
Item 6.   Exhibits and Reports on Form 8-K                               14

                                       2
<PAGE>
 
PART I.     FINANCIAL INFORMATION

  ITEM 1.     FINANCIAL STATEMENTS

                               BWAY  CORPORATION
                                AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE> 
<CAPTION> 
-----------------------------------------------------------------------------------------------
                                                              DECEMBER 28,         SEPTEMBER 28,
ASSETS                                                           1997                  1997
<S>                                                         <C>                    <C> 
  CURRENT ASSETS:
     Cash and cash equivalents                                $  1,138                $  1,374
     Accounts receivable, net of allowance of $708 at
       December 28, 1997 and $580 at September 28, 1997         39,014                  41,806
     Inventories                                                56,016                  46,615
     Other current assets                                        3,532                   2,150
     Deferred tax asset                                          5,111                   5,111
                                                              --------                --------
        Total Current Assets                                   104,811                  97,056
                                                              --------                --------
  PROPERTY, PLANT AND EQUIPMENT  Net                           124,244                 123,617
                                                              --------                --------

  OTHER ASSETS:
     Intangible assets, net                                     86,238                  87,232
     Deferred financing costs, net                               4,770                   4,844
     Other assets                                                3,510                   3,628
                                                              --------                --------
        Total Other Assets                                      94,518                  95,704
                                                              --------                --------
                                                              $323,573                $316,377
                                                              ========                ========
LIABILITIES AND STOCKHOLDERS' EQUITY            

  CURRENT LIABILITIES:
     Accounts payable                                         $ 45,606                $ 57,443
     Accrued salaries & wages                                    6,032                   8,949
     Accrued income taxes                                          898                   1,338
     Other current liabilities                                  20,670                  21,285
     Current maturities of long-term debt                        1,326                   1,151
                                                              --------                --------
           Total Current Liabilities                            74,532                  90,166
                                                              --------                --------
  LONG-TERM DEBT                                               143,290                 114,381

  LONG-TERM LIABILITIES:
     Deferred income taxes                                      14,969                  14,969
     Other long-term liabilities                                11,617                  11,395
                                                              --------                --------
           Total Long Term Liabilities                          26,586                  26,364
                                                              --------                --------

  COMMITMENTS & CONTINGENCIES
  STOCKHOLDERS' EQUITY:
     Preferred stock, $.01 par value, 
       authorized 5,000 shares                                       0                       0
     Common stock, $.01 par value; authorized 
       24,000,000 shares, issued 9,851,002 
       (December 28, 1997 and September 28, 1997)                   99                      99
     Additional paid-in capital                                 37,564                  37,629
     Retained earnings                                          49,708                  48,673
                                                              --------                --------
                                                                87,371                  86,401
     Less treasury stock, at cost, 365,114 and 51,790
       (December 28, 1997 and September 28, 1997)               (8,206)                   (935)
                                                              --------                --------
           Total Stockholders' Equity                           79,165                  85,466
                                                              --------                --------
                                                              $323,573                $316,377
                                                              ========                ========
</TABLE> 
See notes to consolidated financial statements

                                       3
<PAGE>
 
                                BWAY CORPORATION
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE> 
<CAPTION> 
-----------------------------------------------------------------------------------------------
                                                                         THREE MONTHS ENDED  
                                                                     --------------------------
                                                                     DECEMBER 28,  DECEMBER 29,
                                                                         1997          1996
<S>                                                                  <C>           <C> 
NET SALES                                                              $92,114       $91,166
 
COSTS, EXPENSES AND OTHER:
  Cost of products sold (excluding depreciation and amortization)       76,632        78,105
  Depreciation and amortization                                          3,527         3,452
  Selling and administrative expense                                     4,799         4,957
  Interest expense, net                                                  3,496         2,120
  Other, net                                                               (62)          128
                                                                       -------       -------
       Total costs, expenses and other                                  88,392        88,762
                                                                       -------       ------- 
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING                                                               3,722         2,404
 
PROVISION FOR INCOME TAXES                                               1,526           986
                                                                       -------       -------

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING                  2,196         1,418
 
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR SYSTEMS DEVELOPMENT
COSTS  NET OF RELATED TAX BENEFIT OF $823                               (1,161)            0
                                                                       -------       -------
NET INCOME                                                             $ 1,035       $ 1,418
                                                                       =======       ======= 

EARNINGS PER SHARE BEFORE CUMULATIVE ACCOUNTING CHANGE:
-------------------------------------------------------
                                                                              
Basic Earnings Per Common Share                                        $  0.23       $  0.14
                                                                       =======       ======= 
Weighted Average Basic Common Shares Outstanding                         9,755         9,797
                                                                       =======       ======= 

Diluted Earnings Per Common Share                                      $  0.22       $  0.14
                                                                       =======       ======= 
Weighted Average Diluted Common Shares Outstanding                      10,183         9,859
                                                                       =======       ======= 

EARNINGS PER SHARE AFTER CUMULATIVE ACCOUNTING CHANGE:
------------------------------------------------------
                                                                                
Basic Earnings Per Common Share                                        $  0.11       $  0.14
                                                                       =======       ======= 
Weighted Average Basic Common Shares Outstanding                         9,755         9,797
                                                                       =======       ======= 

Diluted Earnings Per Common Share                                      $  0.10       $  0.14
                                                                       =======       ======= 
Weighted Average Diluted Common Shares Outstanding                      10,183         9,859
                                                                       =======       ======= 
</TABLE> 
See notes to consolidated financial statements

                                       4
<PAGE>
 
                                BWAY CORPORATION
                                AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE> 
<CAPTION> 
-----------------------------------------------------------------------------------------------
                                                                       THREE MONTHS ENDED
                                                                   ----------------------------
                                                                    DECEMBER 28,    DECEMBER 29,
                                                                        1997            1996
<S>                                                                 <C>              <C> 
OPERATING ACTIVITIES:
Net Income                                                             $1,035          $1,418          
Adjustments to reconcile net income to net cash provided by 
 (used in) operating activities:
  Depreciation                                                          2,529           2,620
  Amortization                                                          1,175             897
  Cumulative effect of change in accounting principle (net)             1,161               0
  Provisions for doubtful accounts                                        128             135
  (Gain) / Loss on disposition of property, plant and equipment           (77)              5
  Changes in assets and liabilities, net of effects of business
    acquisitions:
      Accounts receivable                                               2,664           3,882
      Inventories                                                      (9,401)         (2,487)
      Other assets                                                     (1,271)            931
      Accounts payable                                                 (4,611)         (4,924)
      Accrued liabilities                                              (4,066)         (1,741)
      Income taxes, net                                                   383             927
                                                                     --------        --------

        Net cash provided by (used in) operating activities           (10,351)          1,663
                                                                     --------        --------

INVESTING ACTIVITIES:
   Capital expenditures                                                (8,956)         (3,590)
   Acquisitions, net of cash acquired                                      --         (41,619)
   Other                                                                  365              --
                                                                     --------        --------
       Net cash used in investing activities                           (8,591)        (45,209)
                                                                     --------        -------- 

FINANCING ACTIVITIES:
   Net  borrowings under bank credit agreement                         29,300          40,998
   Repayments on long-term debt                                          (216)            (81)
   Increase (decrease) in unpresented bank drafts                      (2,942)          1,641
   Net purchases of treasury stock                                     (7,336)             --
   Financing costs incurred                                              (100)             --
                                                                     --------        -------- 
      Net cash provided by financing activities                        18,706          42,558
                                                                     --------        --------  

NET DECREASE IN CASH AND CASH EQUIVALENTS                                (236)           (988)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          1,374           1,852
                                                                     --------        --------  
 
CASH AND CASH EQUIVALENTS, END OF PERIOD                             $  1,138        $    864
                                                                     ========        ========  

                                                                                   (Continued)
</TABLE> 

                                       5
<PAGE>
 
                                BWAY CORPORATION
                                AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE> 
<CAPTION> 
-----------------------------------------------------------------------------------------------
                                                                       THREE MONTHS ENDED
                                                                   ----------------------------
                                                                    DECEMBER 28,    DECEMBER 29,
                                                                        1997            1996 
<S>                                                                 <C>             <C> 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
      Interest                                                       $  5,814        $  1,595
                                                                     ========        ========  
      Income taxes                                                   $  1,284        $    169
                                                                     ========        ========  

NONCASH INVESTING AND FINANCING ACTIVITIES:                   
Amounts owed for capital expenditures                                $    612
                                                                     ========  

Details of businesses acquired were as follows:
-----------------------------------------------
Fair value of assets acquired                                                        $ 61,259
Liabilities assumed                                                                   (18,890)
Long-term note issued                                                                    (750)
                                                                                     --------  
Net cash paid for acquisitions                                                       $ 41,619
                                                                                     ========
</TABLE> 
See notes to consolidated financial statements

                                       6
<PAGE>
 
                                BWAY CORPORATION
                                AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                        
________________________________________________________________________________


1.  GENERAL

   The accompanying consolidated financial statements have been prepared by the
   Company without audit. Certain information and footnote disclosures,
   including significant accounting policies, normally included in financial
   statements prepared in accordance with generally accepted accounting
   principles have been condensed or omitted. The consolidated financial
   statements as of December 28, 1997 and for the three months ended December
   28, 1997 and December 29, 1996 include all normal recurring adjustments
   necessary for a fair presentation of the financial position and results of
   operations for these periods. Operating results for the three months ended
   December 28, 1997 are not necessarily indicative of the results that may be
   expected for the entire year. It is suggested that these unaudited
   consolidated financial statements and the accompanying notes be read in
   conjunction with the consolidated financial statements and the notes thereto
   included in the Company's Annual Report on Form 10-K.

   The Company operates on a 52/53-week fiscal year ending on the Sunday closest
   to September 30 of the applicable year. The first three quarterly fiscal
   periods end on the Sunday closest to December 31, March 31 or June 30 of the
   applicable quarter.

2. INVENTORIES

   Inventories are carried at the lower of cost or market, with cost determined
   under the last-in, first-out (LIFO) method of inventory valuation and are
   summarized as follows:

                                     DECEMBER 28,   SEPTEMBER 28,  
                                        1997            1997       
                                                                   
   Inventories at FIFO Cost:                                       
      Raw materials                      $15,991         $12,661     
      Work-in-process                     27,843          23,603     
      Finished goods                      12,922          11,091     
                                         -------         -------     
                                         $56,756         $47,355     
   Reduction to LIFO valuation              (740)           (740)    
                                         -------         -------     
                                         $56,016         $46,615     
                                         =======         =======      

3. EARNINGS PER COMMON SHARE

   Earnings per common share are based on the weighted average number of common
   shares outstanding during each period presented, including vested and
   unvested shares issued under the Company's previous Management Stock Purchase
   Plan and the dilutive effect of the shares from the 1995 Long-Term Incentive
   Plan. Weighted average basic common shares outstanding for the first quarter
   of fiscal 1998 and 1997 were 9.8 million. Weighted average diluted common
   shares outstanding for the first quarter of fiscal 1998 and 1997 were 10.2
   million and 9.9 million, respectively.

4. STOCKHOLDERS' EQUITY

   Stock Option Plan

   Immediately prior to the Initial Public Offering in June 1995, the Company
   adopted the Brockway Standard Holdings Corporation 1995 Long-Term Incentive
   Plan and the Formula Plan for Non-Employee Directors (the "Plans") for its
   directors, officers, and key employees. On August 20, 1996, the Board of
   Directors i) adopted, subject to shareholders approval, the Amended and
   Restated 1995 Long-Term Incentive Plan (the "Amended Incentive Plan"), which
   Amended Incentive Plan increased the aggregate number of shares of common
   stock authorized for issuance under the Amended Incentive Plan from 735,000
   to 1,125,000, and ii) froze the Formula Plan with only 45,000 of the
   available 150,000 shares of common stock being granted thereunder.

                                       7
<PAGE>
 
5. ACQUISITIONS

   Ball Aerosol
 
   On October 28,1996, a newly created subsidiary of BWAY named Milton Can
   Company, Inc. ("MCC"), which was incorporated on October 22, 1996, acquired
   the assets of the aerosol can business of Ball Metal Food Container
   Corporation ("BMFCC"), a wholly owned and indirect subsidiary of Ball
   Corporation in an asset purchase transaction (the "MCC Acquisition"). The
   acquired business had revenues of approximately $45 million for the year
   ended December 31, 1995 and operates a single manufacturing facility in
   Cincinnati, Ohio. MCC produces a wide range of aerosol cans and operates a
   materials center providing steel shearing, coating and lithography services
   ("Materials Center Services"). The Company paid approximately $41.6 million
   in cash for the business.

   The purchase method of accounting was used to establish and record a new cost
   basis for the assets acquired and liabilities assumed for the MCC
   acquisition. The operating results for MCC have been included in the
   Company's consolidated financial statements since the date of acquisition.

   The following pro forma results assume that the acquisition of MCC occurred
   at the beginning of the fiscal year ended September 28, 1997 after giving
   effect to certain pro forma adjustments, including an adjustment to reflect
   the amortization of cost in excess of the net assets acquired, increased
   interest expense and the estimated related income tax effects.

<TABLE>     
<CAPTION> 

                                     THREE MONTHS                  THREE MONTHS
                                     ENDED                         ENDED
                                     DECEMBER 28, 1997             DECEMBER 29, 1996
                                      (In thousands, except per share amounts)
   ----------------------------------------------------------------------------------------------
   <S>                               <C>                            <C>                             
   Net sales                         $92,114                         $95,492
   Net income                          1,035                           1,516
   Earnings per common share:                                
          Net income - Basic         $  0.11                         $  0.15
          Net income - Diluted       $  0.10                         $  0.15
   ----------------------------------------------------------------------------------------------
</TABLE>      
   The pro forma financial information is not necessarily indicative of the
   operating results that would have occurred had the acquisition been
   consummated as of the acquisition date, nor is it necessarily indicative of
   future operating results.

6. LONG-TERM DEBT

   During the third quarter of fiscal 1996, the Company repaid its existing debt
   and established its new five year Credit Agreement, which the Company amended
   subsequent to fiscal 1997 year end. The Credit Agreement provides that the
   Company and its subsidiaries can borrow up to $100 million, and gives the
   Company an option to increase its borrowing limit by an additional $50
   million, provided certain conditions are met. The expiration of the Credit
   Agreement was extended to June 17, 2002 in the recent amendment. Interest
   rates under the Credit Agreement are based on rate margins ("Rate Margin")
   for either the prime rate announced by NationsBank, N.A. from time to time or
   LIBOR, at the option of the Company. These Rate Margins were lowered in
   connection with the recent amendment. The applicable rate margin is
   determined on a quarterly basis by a review of the Company's leverage ratio.
   Loans under the Credit Agreement are unsecured and can be repaid at the
   option of the Company without premium or penalty. The Credit Agreement is
   subject to certain restrictive covenants, including covenants which require
   the Company to maintain a certain minimum level of net worth and certain
   leverage ratios. In addition, the Company is restricted in its ability to pay
   dividends and make other restricted payments. The recent amendment to the
   Credit Agreement improved certain of these covenants to provide the Company
   with greater flexibility with regard to investments in joint ventures and
   other subsidiaries. Funds provided under the Credit Agreement were used to
   repay the Company's $50 million of 8.35% senior notes due 2001, repay the
   Company's existing revolving credit facility, finance acquisitions and meet
   operating needs.

   During the third quarter of fiscal 1997, the Company issued $100 million of
   unsecured senior subordinated notes due April 15, 2007. The notes have an
   interest rate of 10 1/4%, payable semi-annually on April 15 and October 15.
   Net proceeds of approximately $96 million from the issuance of the notes were
   used to reduce borrowings on the Company's Credit Agreement. The Company has
   filed a registration statement with the Securities and Exchange Commission
   (the "Commission") to register these notes under the Securities Act. Pursuant
   to the terms of a registration rights agreement the Company executed in
   connection with the offering of the notes, the Company has been paying
   additional interest on 

                                       8
<PAGE>
 
   the notes since August 9, 1997 because the registration statement has not
   been declared effective by the Commission. Such additional interest accrued
   at a rate of 0.25% per annum for the 90-day period beginning August 9, 1997
   and has continued to, and will continue to, accrue at a rate increasing by an
   additional 0.25% per annum at the beginning of each subsequent 90-day period
   until the registration statement is declared effective by the Commission,
   which the Company expects will occur in the first half of fiscal 1998.

7. CONTINGENCIES

   Environmental

   The Company is subject to a broad range of federal, state and local
   environmental and workplace health and safety requirements, including those
   governing discharges to air and water, the handling and disposal of solid and
   hazardous wastes, and the remediation of contamination associated with the
   releases of hazardous substances. The Company believes that it is in
   substantial compliance with all material environmental, health and safety
   requirements. In the course of its operations, the Company handles hazardous
   substances. As is the case with any industrial operation, if a release of
   hazardous substances occurs on or from the Company's facilities or at offsite
   waste disposal sites, the Company may be required to remedy such release.
   There were no material capital expenditures relating to environmental
   compliance in fiscal 1997, and none are expected for fiscal 1998.

   Pursuant to the terms of the Company's 1989 acquisition of certain facilities
   from Owens-Illinois, its acquisition of facilities from Van Dorn Company
   ("Van Dorn"), the BSNJ Acquisition, and the MCC Acquisition, the sellers in
   each transaction are obligated, subject to certain limitations, to indemnify
   the Company for certain environmental matters related to the facilities or
   businesses they conveyed. Notwithstanding such indemnifications, the Company
   could bear liability in the first instance for indemnified environmental
   matters, subject to obtaining reimbursement. There can be no assurance that
   the Company will receive reimbursement with respect to the indemnified
   environmental matters.

   Environmental investigations voluntarily conducted by the Company at its
   Homerville, Georgia facility in 1993 and 1994 detected certain conditions of
   soil and groundwater contamination, that predated the Company's 1989
   acquisition of the facility from Owens-Illinois. Such contamination is
   subject to indemnification by Owens-Illinois. The Company and Owens-Illinois
   have entered into a supplemental agreement affirming Owens-Illinois's
   responsibility for this matter and establishing procedures for Owens-
   Illinois' investigation and remediation of the contamination. In 1994, the
   Georgia Department of Natural Resources ("DNR") determined that further
   investigation must be completed before DNR decides whether corrective action
   is needed. Owens-Illinois' investigation of the contamination is continuing.
   Management does not believe that the final resolution of this matter will
   have a material adverse effect on the results of operations or financial
   condition of the Company.

   The Cincinnati facility, which was acquired in the MCC Acquisition, is listed
   on environmental agency lists as a site that may require investigation for
   potential contamination. The listings could result in a requirement for the
   Company to investigate and remediate the facility. To date, no agency has
   required such action and the cost of any investigation or remediation can not
   be reasonably estimated. BMFCC has agreed to indemnify the Company for
   liabilities associated with any such required investigation or remediation as
   follows: (i) BMFCC will bear the first $0.1 million of such liabilities and
   (ii) any liabilities in excess of such amount will be subject to the general
   environmental liability indemnification provisions of the agreement with
   BMFCC, which provide that BMFCC will bear 100% of the first $0.3 million of
   environmental liabilities, 80% of the next $3.0 million of environmental
   liabilities, and 65% of all environmental liabilities exceeding $3.3 million.
   At the Peabody, Massachusetts facility, which was previously leased by BSNJ,
   groundwater remediation is underway. The owner of the facility has agreed to
   retain all liability for the remediation. In addition, the former
   shareholders of Milton Can, subject to certain limitations, indemnified the
   Company for liabilities associated with the contamination. Management
   believes that none of these matters will have a material adverse effect on
   the results of operations or financial condition of the Company in light of
   both the potential indemnification obligations of others to the Company and
   the Company's understanding of the underlying potential liability.

   The Company (and in some cases, predecessors to the Company) have from time
   to time received requests for information or notices of potential
   responsibility pursuant to the Comprehensive Environmental Response,
   Compensation and Liability Act ("CERCLA") with respect to certain waste
   disposal sites utilized by former or current facilities of the Company or its
   various predecessors. To the Company's knowledge, all such matters which have
   not been resolved are, subject to certain limitations, indemnified by the
   sellers of the relevant Company affiliates, and all such unresolved matters
   have been accepted for indemnification by such sellers. Management believes
   that none of these matters will have a material adverse effect on the results
   of operations or financial condition of the Company. Because liability under
   CERCLA is retroactive, it is possible that in the future the Company may
   incur liability with respect to other sites.

                                       9
<PAGE>
 
   Sales of aerosol cans currently comprise approximately 12% of the Company's
   annual general line sales. Federal and certain state environmental agencies
   have issued, and may in the future issue, environmental regulations which
   have the effect of requiring reformulation by consumer product manufacturers
   (the Company's customers) of aerosol propellants or aerosol-delivered
   consumer products to mitigate air quality impacts (principally related to
   lower atmosphere ozone formulation). Industry sources believe that aerosol
   product manufacturers can successfully achieve any required reformulation.
   There can be no assurance, however, that reformulation can be accomplished in
   all cases with satisfactory results. Failure by the Company's customers to
   successfully achieve such reformulation could affect the viability of aerosol
   cans as product delivery containers and thereby have a material adverse
   effect on the Company's sales of aerosol cans.

8. ACCOUNTING CHANGE
 
   On November 20, 1997 the FASB's Emerging Issues Task Force (EITF) issued a
   consensus ruling which affects the accounting treatment of certain
   information systems and process reengineering costs. The Company is involved
   in a business information systems and process reengineering project that is
   targeted by this pronouncement. Based on the EITF consensus, $2.0 million of
   the previously capitalized costs associated with this project was expensed in
   the first fiscal quarter of 1998, as a change in accounting method. A one-
   time charge of $0.12 per diluted share for the cumulative effect of this new
   accounting interpretation for business information systems and process
   reengineering activities reduced quarterly net earnings to $1.0 million or
   $0.10 per fully diluted share.

                                       10
<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

                             RESULTS OF OPERATIONS

Net sales during the first quarter of fiscal 1998 increased 1.0% to $92.1
million compared to $91.2 million in the first quarter of fiscal 1997.  On a
proforma basis, giving effect to the October 1997 sales of the Ball Aerosol
business acquired in late October 1996, net sales decreased 3.6% from the $95.5
million in the first quarter of fiscal 1997.  The proforma decrease in sales
resulted primarily from typical quarter-to-quarter seasonal shifts and inventory
adjustments by paint customers.

Cost of products sold  (excluding depreciation and amortization) decreased 1.9%
in the first quarter of fiscal 1998 to $76.6 million from $78.1 million in the
same period of fiscal 1997.  Cost of products sold as a percentage of net sales
decreased from 85.7% in the first quarter of fiscal 1997 to 83.2% in the first
quarter of fiscal 1998.  The Company's facilities realized reductions in cost of
products sold as a percent of sales as a result of ongoing initiatives to reduce
cost and increase productivity through rationalization and capital initiatives.
The company continues to experience rationalization costs associated with the
acquisitions made late in fiscal 1996 and in early fiscal 1997.

Depreciation and amortization expense was $0.2 million higher for the first
quarter of fiscal 1998 compared to the first quarter of fiscal 1997, due to the
finalization of the purchase price allocation and resulting increase in
amortization expense on the MCC Acquisition.

Selling and administrative costs for the first quarter of fiscal 1998 decreased
3.2% to $4.8 million from $5.0 million in the first quarter of fiscal 1997.
Selling and administrative cost as a percent of net sales decreased to 5.21%
from 5.44%.

Interest expense increased $1.4 million to $3.5 million in the first quarter of
fiscal 1998 compared to $2.1 million in the same period of fiscal 1997.  In
April 1997, the company issued $100 million of unsecured senior subordinated
notes.  The proceeds from the issuance were used to pay down the outstanding
balance under the Credit Agreement.  The interest rate on the notes is higher
than the rate the Company was paying under the Credit Agreement.

Income before cumulative effect of change in accounting increased $0.8 million
to $2.2 million in the first quarter of fiscal 1998, from $1.4 million in the
first quarter of fiscal 1997.  This increase is primarily attributable to the
factors discussed above.  In addition, first quarter of fiscal 1998 included one
more month of net income from the MCC Acquisition, which was acquired on October
28, 1996.

Diluted earnings per share, excluding the effect of an accounting change, were
$0.22 per share for the first quarter of fiscal 1998 compared to $0.14 per share
for the same period of 1997.  After giving effect to the $0.12 charge related to
the cumulative accounting change, diluted earnings per share were $0.10 for the
first quarter of fiscal 1998.  The weighted average diluted shares outstanding
were 10.2 million and 9.9 million for the respective quarters.

On November 20, 1997 the FASB's Emerging Issues Task Force (EITF) issued a
consensus which affects the accounting treatment of certain information systems
and process reengineering costs.  The Company is involved in a business
information systems and process reengineering project that is targeted by this
pronouncement.  Based on the EITF ruling, a portion of the previously
capitalized costs associated with this project was expensed in the first fiscal
quarter of 1998, as a change in accounting method.  A one-time charge of $0.12
per diluted share for the cumulative effect of this new accounting
interpretation for business information systems and process reengineering
activities reduced quarterly net earnings to $1.0 million or $0.10 per fully
diluted share.

On January 21, 1998, MCC and the United Steelworkers of America, AFL-CIO Local
No. 4372 ("USA") representing approximately 30% of the hourly workers at MCC's
Cincinnati, Ohio facility agreed to amend their collective bargaining agreement,
which was scheduled to expire on April 30, 2000.  On January 30, 1998, BSNJ and
the International Brotherhood of Teamsters, Chauffeurs, Warehousemen, and
Helpers of America, representing approximately 89% of the hourly workers at
BSNJ's Elizabeth, New Jersey facility, reached agreement on a new three year
labor agreement. The settlement of these labor negotiations will make BSNJ and
MCC more competitive within the industry and provides greater operating
flexibility.

As previously announced in a press release, David P. Hull was hired on September
15, 1997 as President of the Company's Brockway Standard, Inc. subsidiary,
effective October 6, 1997.  Mr. Hull replaced John T. Stirrup who remained as
President, Chief Operating Officer and a Director of BWAY Corporation, the
parent corporation of Brockway Standard Inc.  Mr. Hull has approximately thirty
years of manufacturing, operational and financial experience.  He had most

                                       11
<PAGE>
 
recently served as Vice President of Operations for Imperial Wallcovering, Inc.

On November 18, 1997, the Company announced the promotion of David P. Hayford to
President of BMAT, Inc., the Company's new strategic business unit responsible
for managing and implementing BWAY's material center strategic growth plans.
Mr. Hayford previously served as Senior Vice President and Chief Financial
Officer of BWAY.  He was replaced as Chief Financial Officer by John M. Casey.
Mr. Casey, who was also named an Executive Vice President of the Company, has
twenty-five years of corporate finance experience.  He had most recently served
as Executive Vice President and Chief Financial Officer of Birmingham Steel
Corporation.

                                       12
<PAGE>
 
                        LIQUIDITY AND CAPITAL RESOURCES

The Company's cash requirements for operations and capital expenditures during
the quarter ending December 28, 1997 were financed through borrowings under the
Company's Credit Agreement and internally generated cash flows.  At December 28,
1997, the Company had availability under the existing Credit Agreement to borrow
an additional $57.2 million, plus an additional $50 million if certain
conditions are met.

The Company's working capital increased $23.4 million to $30.3 million from $6.9
million for the year ending September 28, 1997.  The increase is primarily
attributable to an increase in inventories and a decrease in accounts payable.

During the first quarter of fiscal 1998, the Company used $10.4 million of cash
for operating activities.  Operating activities for the same period during the
prior year reflected cash provided of $1.7 million.  The decrease in funds
provided during the three months ended December 28, 1997 reflect an increase in
inventory.

Capital expenditures of $9.0 million in the first quarter of fiscal 1998
represent an increase of $5.4 million from the first quarter of fiscal 1997.
Although the Company intends to accelerate the rate of spending on its targeted
capital investment program, the increase in the first fiscal quarter of 1998
from the first quarter of fiscal 1997 results primarily from the timing of
expenditures.

Cash provided by financing activities during the quarter ended December 28, 1997
was $18.7 million compared to $42.6 million provided during the comparable
quarter of the prior year.  The Company used approximately $41.8 million of cash
to complete the acquisition of the metal aerosol can business from Ball Metal
Food Container Corporation during the first fiscal quarter of 1997.  The funds
were provided by borrowings from the Credit Agreement.  Cash provided by
financing activities during the first quarter of fiscal 1998 included $29.3
million of borrowings under the Company's Credit Agreement.  The Company
repurchased $7.3 million of its common stock during the first quarter of fiscal
1998 under the Company's Common Stock Repurchase Program.  Management believes
that cash provided from borrowings available under the Credit Agreement and
operations will provide it with sufficient liquidity to meet its operating needs
and continue the Company's capital expenditure initiatives for the next twelve
months.  The Company continues to pursue growth strategies and acquisition
opportunities in the North American container industry and in connection
therewith may incur additional indebtedness.

The Company has historically financed its operations through cash provided by
operations and by borrowings under its credit agreements.  BWAY's future
principal uses of cash will be for payment of operating expenses, funding
capital investments, payment for additional acquisitions, repurchase of common
stock, and servicing debt.

NOTE: THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS AS ENCOURAGED BY THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS CONTAINED IN
THIS DOCUMENT, OTHER THAN HISTORICAL INFORMATION, ARE FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS REPRESENT MANAGEMENT'S CURRENT JUDGEMENT ON WHAT
THE FUTURE HOLDS. A VARIETY OF FACTORS COULD CAUSE BUSINESS CONDITIONS AND THE
COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPECTED BY THE COMPANY
OR EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE
WITHOUT LIMITATION, THE COMPANY'S ABILITY TO SUCCESSFULLY INTEGRATE ACQUIRED
BUSINESSES AND IMPLEMENT ITS 3R STRATEGIC INITIATIVES; LABOR UNREST; CHANGES IN
MARKET PRICE OR MARKET DEMAND; CHANGES IN RAW MATERIAL COSTS OR AVAILABILITY;
LOSS OF BUSINESS FROM CUSTOMERS; UNANTICIPATED EXPENSES; CHANGES IN FINANCIAL
MARKETS; POTENTIAL EQUIPMENT MALFUNCTIONS; AND THE OTHER FACTORS DISCUSSED IN
THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       13
<PAGE>
 
PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not applicable.

ITEM 2.  CHANGES IN SECURITIES

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

See Index of Exhibits.

                                       14
<PAGE>
 
                                   SIGNATURE

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

                                         BWAY  Corporation
                                         (Registrant)


Date: February 7, 1998                   By:  /s/ John M. Casey
                                              -------------------
                                              John M. Casey
                                              Executive Vice President &
                                              Chief Financial Officer

Form 10-Q: For the quarterly period ending December 28, 1997

                                       15
<PAGE>
 
                               INDEX TO EXHIBITS
                         ----------------------------

                                                           LOCATION OF DOCUMENT
EXHIBIT                                                        IN SEQUENTIAL
  NO.          DESCRIPTION OF DOCUMENT                       NUMBERING SYSTEM
-------    --------------------------------------------    --------------------

10.1       Employment Agreement between the Company and 
           John M. Casey*



___________
*  MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.

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