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                                                                    Exhibit 22.1

 
                               BWAY CORPORATION

                      1997 ANNUAL MEETING OF STOCKHOLDERS

                CERTIFICATE AND REPORT OF INSPECTOR OF ELECTION
                -----------------------------------------------



     The undersigned, the duly appointed Inspector of Election at the Annual
Meeting of Stockholders (the "Annual Meeting")  of BWAY Corporation, a Delaware
corporation (the "Company"), held on February 28, 1997, pursuant to Section 231
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY
that the following is an accurate report of the votes of the stockholders of the
Company at the Annual Meeting:

     (1)  The number of shares of Common Stock of the Company issued and
outstanding and entitled to vote on matters submitted at the Annual Meeting to
the holders of Common Stock was 6,531,715.

      (2)  There were present at the Annual Meeting, in person or by proxy,
holders of 6,131,918 shares of Common Stock, which is 94% of the total number of
shares of Common Stock outstanding and entitled to vote at the Annual Meeting
and which constituted a quorum for purposes of voting on each of the matters
submitted to the stockholders for their vote.


      (3)  I tabulated the votes with respect to the election of directors, and
John T. Stirrup received 5,769,093 votes and Jean-Pierre M. Ergas received
5,769,093 votes.

      (4)  Each of John T. Stirrup and Jean-Pierre M. Ergas received a plurality
of the votes cast by the holders of the Common Stock and I hereby declare and

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certify to the Secretary of the Company that each of John T. Stirrup and Jean-
Pierre M. Ergas has been duly elected as a director of the Company.

      (5)  I tabulated the votes with respect to the resolution regarding
approval of the amendment and restatement of the BWAY Corporation 1995 Long-Term
Incentive Plan and such proposal received the number of votes set forth below:
<TABLE>
<CAPTION>
 
                                              Number of Votes
                                              ---------------
    <S>                                        <C>
     For                                         4,579.092
     Against                                     1,527,268
     Abstain                                        25,558

</TABLE>

Since a majority of the outstanding shares of the Common Stock were voted for
adoption, I hereby declare and certify to the Secretary that such resolution has
been adopted by the stockholders of the Company.

      (6)  I tabulated the votes with respect to the resolution regarding
ratification of the appointment of Deloitte & Touche LLP as independent public
accountants for the fiscal year ending September 28, 1997 and such proposal
received the number of votes set forth below:


<TABLE>
<CAPTION>
 
 
                                                Number of Votes
                                                ---------------
     <S>                                        <C>
     For                                            6,100,628
     Against                                           11,200
     Abstain                                           20,090
</TABLE>

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Since a majority of the votes cast by the holders of the Common Stock
present and voting at the meeting were votes for approval, I hereby declare
and certify to the Secretary of the Company that such resolution has been
approved by the stockholders of the Company.


                           *     *     *     *     *

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          IN WITNESS WEHREOF, I have executed this Certificate the 28th day of
February, 1997.



                    By:  /s/ Susan M. Shadel
                        -------------------------------------------


                    Print:  Susan M. Shadel
                           ----------------------------------------
                           On behalf of Harris Trust and Savings Bank

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