<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 JUNE 28, 1998


                                      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 OF                       (I.R.S. EMPLOYER 
INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)



                         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 9,418,313 shares of Common Stock ($.01 par value) outstanding as of
August 12, 1998.

                             
<PAGE>
 
                               BWAY CORPORATION
                         QUARTERLY REPORT ON FORM 10-Q
                             FOR THE QUARTER ENDED
                                 JUNE 28, 1998



                                 INDEX

                                                            Page Number

PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets at June 28, 1998
           and September 28, 1997  (Unaudited)                    3


           Consolidated Statements of Income for the 
           three and nine month periods ended June 28, 1998
           and June 29, 1997  (Unaudited)                         4


           Consolidated Statements of Cash Flows for the nine
           month periods ended June 28, 1998 and June 29,
           1997 (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


Item 3.    Quantitative and Qualitative Disclosures About 
           Market Risk                                            14

 
PART II.   OTHER INFORMATION
 
Item 1.    Legal Proceedings                                      15
 
Item 2.    Changes in Securities                                  15
 
Item 3.    Defaults upon Senior Securities                        15
 
Item 4.    Submission of Matters to a Vote of Security Holders    15
 
Item 5.    Other Information                                      15
 
Item 6.    Exhibits and Reports on Form 8-K                       15
 

                                       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>
------------------------------------------------------------------------------------------------------------
                                                                           JUNE 28,          SEPTEMBER 28,
ASSETS                                                                       1998                1997

  CURRENT ASSETS:
<S>                                                                 <C>                      <C>
     Cash and cash equivalents                                           $    350              $  1,374
     Accounts receivable, net of allowance of $624 at
        June 28, 1998 and $580 at September 28, 1997                       46,792                41,806
     Inventories                                                           51,685                46,615
     Other current assets                                                   9,271                 7,261
     Assets held for sale                                                   4,612                    --
                                                                         --------              --------
        Total Current Assets                                              112,710                97,056
                                                                         --------              --------

  PROPERTY, PLANT AND EQUIPMENT - Net                                     129,323               123,617
                                                                         --------              --------
  OTHER ASSETS:
     Intangible assets, net                                                83,521                87,232
     Deferred financing costs, net                                          4,421                 4,844
     Other assets                                                           3,631                 3,628
                                                                         --------              --------
        Total Other Assets                                                 91,573                95,704
                                                                         --------              --------
                                                                         $333,606              $316,377
                                                                         ========              ========
LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
     Accounts payable                                                    $ 50,691              $ 57,443
     Accrued salaries & wages                                               9,283                 8,949
     Accrued income taxes                                                      --                 1,338
     Other current liabilities                                             22,683                21,285
     Current maturities of long-term debt                                     662                 1,151
                                                                         --------              --------
        Total Current Liabilities                                          83,319                90,166
                                                                         --------              --------

  LONG-TERM DEBT                                                          147,324               114,381

  LONG-TERM LIABILITIES                                                    24,731                26,364
                                                                                                          
  COMMITMENTS AND CONTINGENCIES

  STOCKHOLDERS' EQUITY:
     Preferred stock, $.01 par value, authorized 5,000 shares                 --                    --
     Common stock, $.01 par value; authorized 24,000,000 shares,                        
        Issued 9,851,002                                                       99                    99
     Additional paid-in capital                                            37,176                37,629
     Retained earnings                                                     49,628                48,673
                                                                         --------              --------
                                                                           86,903                86,401
     Less treasury stock, at cost, 389,689 and 51,790                                    
       (June 28, 1998 and September 28, 1997)                              (8,671)                 (935)
                                                                         --------              --------
        Total Stockholders' Equity                                         78,232                85,466
                                                                         --------              --------
                                                                         $333,606              $316,377
                                                                         ========              ========
 
</TABLE> 
 

 See notes to consolidated financial statements

                                       3
<PAGE>
 
<TABLE>
<CAPTION>
                                                         BWAY CORPORATION
                                                         AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                               (In Thousands, Except Per Share Data)
_______________________________________________________________________________________________________________________________
                                                                  Three Months Ended               Nine Months Ended
                                                              ------------------------          ------------------------
                                                              JUNE 28,         JUNE 29,          JUNE 28,        JUNE 29,
                                                                1998             1997              1998            1997
<S>                                                           <C>             <C>               <C>             <C>
NET SALES                                                     $107,010         $108,590          $300,289       $301,020

COSTS, EXPENSES AND OTHER:

    Cost of products sold (excluding
      depreciation and amortization)                            87,696           92,842           248,147        255,647

    Depreciation and amortization                                3,983            3,465            10,868         10,124

    Selling and administrative expense                           6,774            5,897            16,690         16,219

    Restructuring  charge                                       11,532               --            11,532             --

    Interest expense, net                                        3,323            3,245            10,312          7,800

    Gain on curtailment of postretirement medical benefits          --           (5,828)           (1,547)        (5,828)

    Other, net                                                     (31)           1,514                55          1,713
                                                              --------         --------          --------       --------

          Total costs, expenses and other                      113,277          101,135           296,057        285,675
                                                              --------         --------          --------       --------

INCOME (LOSS) BEFORE INCOME TAXES AND
 CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING                                                     (6,267)           7,455             4,232         15,345

PROVISION (BENEFIT) FOR INCOME TAXES                            (2,241)           3,056             2,116          6,291
                                                              --------         --------          --------       --------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING                                           (4,026)           4,399             2,116          9,054

CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING FOR SYSTEMS DEVELOPMENT
 COSTS - NET OF RELATED TAX BENEFIT OF $823                         --               --            (1,161)            --
                                                              --------         --------          --------       --------

NET INCOME (LOSS)                                             $ (4,026)        $  4,399          $    955       $  9,054
                                                              ========         ========          ========       ========

EARNINGS (LOSS) PER SHARE BEFORE CUMULATIVE ACCOUNTING CHANGE:
--------------------------------------------------------------
Basic Earnings (Loss) Per Common Share                        $  (0.42)        $   0.45          $   0.22       $   0.92
                                                              ========         ========          ========       ========
Weighted Average Basic Common Shares Outstanding                 9,474            9,833             9,567          9,817
                                                              ========         ========          ========       ========

Diluted Earnings (Loss) Per Common Share                      $  (0.40)        $   0.44          $   0.21       $   0.91
                                                              ========         ========          ========       ========
Weighted Average Diluted Common Shares Outstanding               9,969           10,000            10,040          9,919
                                                              ========         ========          ========       ========

EARNINGS (LOSS) PER SHARE AFTER CUMULATIVE ACCOUNTING CHANGE:
-------------------------------------------------------------
Basic Earnings (Loss) Per Common Share                        $  (0.42)        $   0.45           $  0.10       $   0.92
                                                              ========         ========          ========       ========
Weighted Average Basic Common Shares Outstanding                 9,474            9,833             9,567          9,817
                                                              ========         ========          ========       ========

Diluted Earnings (Loss) Per Common Share                      $  (0.40)        $   0.44           $  0.10       $   0.91
                                                              ========         ========           =======       ========
Weighted Average Diluted Common Shares Outstanding               9,969           10,000            10,040          9,919
                                                              ========         ========           =======       ========
</TABLE>
See notes to consolidated financial statements

                                       4
<PAGE>
 
                               BWAY CORPORATION
                               AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In Thousands)
                                        
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------

                                                                                               Nine Months Ended
                                                                                       ---------------------------------
                                                                                       JUNE 28,                 JUNE 29,
                                                                                         1998                     1997
                                                                                       -------                  --------
OPERATING ACTIVITIES:
<S>                                                                                   <C>                       <C>
 Net income                                                                            $   955                  $  9,054
 Adjustments to reconcile net income to net cash provided by (used in)
 Operating activities:
  Depreciation                                                                           8,166                     6,940
  Amortization of intangibles                                                            2,702                     3,184
  Amortization of deferred financing costs                                                 551                       330
  Curtailment gain                                                                      (1,547)                   (5,828)
  Cumulative effect of change in accounting principle (net)                              1,161  
  Provisions for doubtful accounts                                                           4                       349
  Loss on disposition of property, plant and equipment                                      90                     1,560
  Restructuring Charge                                                                  11,532                        --
  Changes in assets and liabilities, net of effects of business
     acquisitions:
      Accounts receivable                                                               (4,990)                   (3,376)
      Inventories                                                                       (5,070)                   (1,603)
      Other assets                                                                        (205)                    1,769     
      Accounts payable                                                                  (6,290)                   13,187        
      Accrued liabilities                                                               (6,109)                       (7)
      Income taxes, net                                                                 (2,299)                    4,434
                                                                                       -------                    ------
         Net cash provided by (used in) operating activities                            (1,349)                   29,993
                                                                                       -------                    ------
INVESTING ACTIVITIES:
   Capital expenditures                                                                (27,255)                  (14,639)
   Acquisitions, net of cash acquired                                                       --                   (41,619)
   Other                                                                                 1,138                        18
                                                                                       -------                   -------    
         Net cash used in investing activities                                         (26,117)                  (56,240)
                                                                                       -------                   -------
FINANCING ACTIVITIES:
   Net  borrowings (repayments) under bank credit agreement                             33,400                   (69,971)
   Issuance of long-term debt                                                               --                   100,000
   Repayments on long-term debt                                                         (1,296)                     (153)
   Increase (decrease) in unpresented bank drafts                                        2,329                    (1,102)
   Net (purchases) issuances of treasury stock                                          (9,175)                      434
   Payment of deferred financing costs                                                      --                    (3,322)
   Financing costs incurred                                                               (100)                       --
   Other                                                                                 1,284                        --
                                                                                       -------                   -------
         Net cash provided by financing activities                                      26,442                    25,886
                                                                                       -------                   -------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                               (1,024)                     (361)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           1,374                     1,852
                                                                                       -------                   -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $   350                  $  1,491
                                                                                       =======                  ========
                                                                            
                                                                                                              (Continued)
                                                                                
</TABLE>

                                       5
<PAGE>
 
                               BWAY CORPORATION
                               AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In Thousands)
<TABLE>
<CAPTION>
 ------------------------------------------------------------------------------------------------------------------------------

                                                                                                       Nine Months Ended
                                                                                                  --------------------------
                                                                                                  JUNE 28,           JUNE 29,
                                                                                                    1998               1997
                                                                                                  --------          ---------
<S>                                                                                               <C>                <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
      Interest                                                                                    $13,187           $  5,199
                                                                                                  =======           ========

      Income taxes                                                                                $ 4,415           $  3,372
                                                                                                  =======           ========
NONCASH INVESTING AND FINANCING ACTIVITIES:                                            
   Amounts owed for capital expenditures                                                          $ 1,048 
                                                                                                  =======
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 June 28,
 1998 and for the nine months ended June 28, 1998 and June 29, 1997 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
 nine months ended June 28, 1998 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 are 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.


 Certain amounts in the previously reported financial statements have been
 reclassified to conform to the current presentation.


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:
 
                              JUNE 28,   SEPTEMBER 28,
                                1998         1997
 
Inventories at FIFO Cost:
 Raw materials               $  9,590        $ 12,661
 Work-in-process               29,829          23,603
 Finished goods                12,766          11,091
                              -------         -------
                               52,185          47,355
Reserve for LIFO                 (500)           (740)
                              -------         -------
                             $ 51,685        $ 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 Current Plan (as defined below).
 Weighted average basic common shares outstanding for the third quarter of
 fiscal 1998 and 1997 were 9.5 million and 9.8 million, respectively.  Weighted
 average diluted common shares outstanding for the third quarter of fiscal 1998
 and 1997 were 10.0 million and 10.0 million, respectively.


4.  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.  Certain assets of MCC are now managed by BMAT,
 Inc., which provides steel shearing, component manufacturing, coating and
 lithography services to internal and external customers.  The Company paid
 approximately $41.6 million in cash for the business.

                                       7
<PAGE>
 
 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 MCC Acquisition 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 Ended                     Nine Months Ended
                                    JUNE 28, 1998        JUNE 29, 1997     JUNE 28, 1998        JUNE 29, 1997
                                                (In thousands, except per share amounts)
----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                <C>                    <C>
 Net sales                             $107,010            $108,590           $300,289               $305,346
 Net income (loss)                     $ (4,026)           $  4,399           $    955               $ 10,570
 Earnings (loss) per common share:                                                           
        Net income - Basic             $   (.42)           $   0.45           $   0.10               $   0.93
        Net income - Diluted           $   (.40)           $   0.44           $   0.10               $   0.92 
----------------------------------------------------------------------------------------------------------------------------- 
</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.


5.  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
 on August 15, 1996 and October 15, 1997.  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 October 1997 amendment.  Interest rates
 under the Credit Agreement are based on rate margins ("Rate Margins") 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 October 1997 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 October 1997 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 
 10 1/4% Senior Subordinated Notes due 2007, Series A.  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 completed the
 registration of its 10 1/4% Senior Subordinated Notes due 2007, Series B under
 the Securities Act in February 1998 and consummated its offer to exchange these
 Series B notes for all outstanding Series A notes in March 1998.   Interest on
 these notes is paid semi-annually on April 15 and October 5. Pursuant to the
 terms of a registration agreement the Company executed in connection with the
 original offering of the notes, the Company paid additional interest of
 $184,027 due to delays in the registration process.

 At June 28, 1998, the Company was restricted in its ability to pay dividends
 and make other restricted payments in an amount greater than approximately
 $10.0 million.  The Company's subsidiaries are restricted in their ability to
 transfer funds to the Company, except for funds to be used to effect approved
 acquisitions, pay dividends in specified amounts, reimburse the Company for
 operating and other expenditures made on behalf of the subsidiaries and repay
 permitted intercompany indebtedness.

 BWAY is a holding company with no independent operations although it incurs
 expenses on behalf of its operating subsidiaries.  BWAY has no significant
 assets other than the common stock of its subsidiaries.  The notes are fully
 and unconditionally guaranteed on a joint and several basis by certain of the
 Company's direct and indirect subsidiaries.  The subsidiary guarantors are
 wholly owned by BWAY and constitute all of the direct and indirect subsidiaries
 of BWAY except for four subsidiaries that are individually, and in the
 aggregate, inconsequential.  Separate financial statements of 

                                       8
<PAGE>
 
 the subsidiary guarantors are not presented because management has determined
 that they would not be material to investors.


6.  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 have been no material capital expenditures relating to environmental
 compliance in 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,
 Milton Can Company, Inc. ("Milton Can"), 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 has recently taken the position that the Company is obligated to bear
 some portion of the next phase of investigatory costs relating to the site.
 The Company believes that there is no legal basis for the position and intends
 to dispute it vigorously.  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 Brockway
 Standard (New Jersey), Inc. ("BSNJ"), groundwater remediation is underway.  The
 owner of the facility has asserted that BSNJ bears liability for costs
 associated with completing the remediation.  The Company believes that this
 claim is without merit and that the facility owner is liable for remedial costs
 pursuant to the former lease.  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 

                                       9
<PAGE>
 
 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. 

 Sales of aerosol cans currently comprise approximately 11% 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.



7.  ACCOUNTING CHANGE


 On November 20, 1997 the FASB's Emerging Issues Task Force (EITF) issued a
 consensus on 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 subject to this
 pronouncement.  Based on the EITF consensus, $2.0 million of the previously
 capitalized costs associated with this project were expensed in the first
 fiscal quarter of 1998, as a change in accounting.  A one-time charge of $1.2
 million after tax or $0.11 per diluted share for the cumulative effect of this
 new accounting interpretation for business information systems and process
 reengineering activities reduced year-to-date net earnings.



8.   CURTAILMENT OF POSTRETIREMENT MEDICAL BENEFITS


 In January 1998, MCC and the United Steelworkers of America, AFL-CIO Local No.
 4372, representing approximately 30% of the hourly workers at the Cincinnati,
 Ohio facility, reached a new collective bargaining agreement.  One of the
 provisions of the new agreement substantially eliminates unvested
 postretirement medical benefits provided by MCC, which resulted in the
 recording of a curtailment gain of approximately $1.5 million before any income
 taxes.



9.    RESTRUCTURING AND IMPAIRMENT OF ASSETS


 On June 3, 1998, the Board of Directors of the Company approved a restructuring
 plan designed to improve operating efficiencies. The plan involves the
 rationalization of three existing facilities, the shift of related production
 to other facilities and the elimination of an internal trucking fleet. The
 facilities scheduled for closure in fiscal 1999 include Solon (Ohio), Farmer's
 Branch (Texas) and Northeast Tin Plate (New Jersey). The restructuring and
 impairment charge of $11.5 million primarily relates to severance and benefit
 costs for approximately 210 employees ($2.1 million), the write-down of assets
 to be disposed of to their fair market value ($7.2 million) and other costs
 ($2.2 million).

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

                             RESULTS OF OPERATIONS

 Net sales during the third quarter of fiscal 1998 decreased 1.5% to $107.0
 million compared to $108.6 million in the third quarter of fiscal 1997.  Net
 sales for the nine months ended June 28, 1998 decreased 0.2% to $300.3 million
 compared to net sales of $301.0 million for the nine months ended June 29,
 1997.  On a pro forma basis, after giving effect to the October 1996 sales of
 the business acquired in the MCC Acquisition in late October 1996, net sales
 for the nine months ended June 28, 1998 decreased 1.7% to $300.3 million from
 net sales of $305.3 million for the nine months ended June 29, 1997.
 Management believes the pro forma decrease of net sales resulted from unusual
 weather conditions.

 Cost of products sold  (excluding depreciation and amortization) decreased 5.5%
 to $87.7 million in the third quarter of fiscal 1998 from $92.8 million in the
 same period of fiscal 1997.  For the first nine months of fiscal 1998, cost of
 products sold decreased 2.9% to $248.1 million from $255.6 million in the first
 nine months of fiscal 1997. Cost of products sold as a percentage of net sales
 decreased to 82% in the third quarter of fiscal 1998 from 85.5% in the third
 quarter of fiscal 1997 due primarily to a more favorable pricing environment,
 lower labor costs and a worker's compensation refund.

 Depreciation and amortization expense increased 15% to $4.0 million in the
 quarter ended June 28, 1998 compared to $3.5 million in the quarter ended June
 29, 1997.  Depreciation and amortization expenses increased 7.3% to $10.9
 million for the nine months ended June 28, 1998 compared to $10.1 million in
 the same period of fiscal 1997.  The increase is due to increased capital
 expenditures in fiscal 1998.  Capital expenditures have been primarily for new
 coating and printing technology at the Company's new materials service center
 division, BMAT, Inc., and new computer software and hardware.

 Selling and administrative expenses for the third quarter of fiscal 1998
 increased 14.9% to $6.8 million from $5.9 million in the third quarter of
 fiscal 1997.  For the nine months ended June 28, 1998, selling and
 administrative expenses increased 2.9% to $16.7 million from $16.2 million in
 the same period of fiscal 1997.  The increase for the third quarter and the
 nine-month period is primarily attributable to building infrastructure to
 support strategic growth within the Company's new material services division,
 BMAT, Inc.  The Company expects to experience similar levels of selling and
 administrative expenses for the remainder of fiscal year 1998.

 The Company recorded a restructuring charge of $11.5 million in the third
 quarter of fiscal 1998.  This charge was related to the planned closure of
 three manufacturing facilities, the shift of the related production to other
 facilities and the elimination of an internal trucking fleet. The charge
 consists of severance and benefit costs for approximately 210 employees ($2.1
 million), the write down of assets to be disposed of to their fair market value
 ($7.2 million) and other costs related to the shutdown of these manufacturing
 facilities ($2.2 million).

 Interest expense increased 2.4% to $3.3 million in the third quarter of fiscal
 1998 compared to $3.2 million in the same period of fiscal 1997.  Interest
 expense for the nine months ended March 29, 1998 increased 32.2% to $10.3
 million compared to $7.8 million for the same period of fiscal 1997.  The
 increase in the third quarter and the nine-month period is predominantly due to
 higher interest rates and increased borrowings to fund treasury stock
 purchases, increased working capital and capital expenditure initiatives.  In
 April 1997, the Company issued $100 million of unsecured 10  1/4% 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.
 Interest of $.8 million was capitalized for the first nine months of fiscal
 1998 for capital expenditures that were being prepared for service.

 Income (loss) before cumulative effect of change in accounting was ($4.0)
 million for the third quarter of fiscal 1998 compared to $4.4 million for the
 third quarter of fiscal 1997.  Income before cumulative effect of change in
 accounting for the nine-month period was $2.1 million, compared to $9.1 million
 in fiscal 1997.  This decrease is due to the factors discussed above.

 On November 20, 1997 the FASB's Emerging Issues Task Force ("EITF") issued a
 consensus that 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 subject to this
 consensus. Based on the EITF ruling, the Company expensed a portion of the
 previously capitalized costs associated with this project in the first fiscal
 quarter of 1998 as a change in accounting method. A one-time after-tax charge
 of $1.2 million, or $0.12 per diluted share was recorded in the second
 quarter for the cumulative effect of this new accounting interpretation for
 business information systems and process reengineering activities.

                                       11
<PAGE>


 Diluted earnings per share were a loss of ($0.40) per share for the third
 quarter of fiscal 1998 compared to $0.44 per share for the same period of 1997.
 For the nine months ended June 28, 1998 diluted earnings per share, excluding
 the effect of an accounting change, were $0.21 compared to $0.91 for the same
 period of fiscal 1997.  After giving effect to the $0.11 charge related to the
 cumulative accounting change, diluted earnings per share were $0.10 for the
 first nine months of fiscal 1998. The weighted average diluted shares
 outstanding were 10.0 million and 10.0 million for the respective nine-month
 periods.
 
                        LIQUIDITY AND CAPITAL RESOURCES

 The Company's cash requirements for operations and capital expenditures during
 the quarter ending June 28, 1998 were financed through borrowings under the
 Company's Credit Agreement and internally generated cash flows.  At June 28,
 1998, the Company had availability under the Credit Agreement to borrow an
 additional $53.1 million, plus an additional $50 million if certain conditions
 are met.

 The Company's working capital at June 28, 1998 increased $22.5 million to $29.4
 million from $6.9 million at September 28, 1997.  The increase is primarily
 attributable to an increase in inventories and accounts receivables, and a
 decrease in accounts payable.  Work-in process inventories increased $6.2
 million to $29.8 million as a result of lower quarterly demand, which the
 Company believes is due to unusual weather conditions.

 During the first nine months of fiscal 1998, the Company used $1.4 million of
 cash for operating activities.  Operating activities for the same period of the
 prior year provided $30.0 million of cash.  The decrease in funds provided
 during the nine months ended June 28, 1998 reflects an increase in inventory
 and receivables and a decrease in accounts payable.

 Cash used for investing activities during the first nine months of fiscal 1998
 amounted to $26.1 million.  Investing activities for the same period of the
 prior year used $56.2 million of cash.  The Company used approximately $41.6
 million of cash to complete the Ball Aerosol acquisition during the first
 fiscal quarter of 1997.  The funds were provided by borrowings under the Credit
 Agreement.  Capital expenditures of $27.3 million in the first nine months of
 fiscal 1998 represent an increase of $12.6 million from the first nine months
 of fiscal 1997.  The Company intends to spend approximately $35.0 million
 during fiscal 1998, primarily for new coating and printing technology at the
 Company's new materials service center division, BMAT, Inc., and new computer
 software and hardware.

 Cash provided by financing activities during the first nine months of fiscal
 1998 was $26.4 million compared to $26.0 million provided during the comparable
 period of the prior year.  The Company repurchased $9.2 million of its common
 stock during the first nine months of fiscal 1998 under the Company's common
 stock repurchases 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.

 At June 28, 1998, the Company was restricted in its ability to pay dividends
 and make other restricted payments in an amount greater than approximately
 $10.0 million.  The Company's subsidiaries are restricted in their ability to
 transfer funds to the Company, except for funds to be used to effect approved
 acquisitions, pay dividends in specified amounts, reimburse the Company for
 operating and other expenditures made on behalf of the subsidiaries and repay
 permitted intercompany 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.

 As is the case with most other companies using computers in their operations,
 the Company is in the process of addressing the Year 2000 problem.  The Company
 is currently engaged in a comprehensive project to upgrade its information
 technology, manufacturing and facilities computer software to programs that
 will consistently and properly recognize the Year 2000.  Many of the Company's
 systems include new hardware and packaged software recently purchased from
 large vendors who have represented that these systems are already Year 2000
 compliant.  The Company is in the process of obtaining assurances from vendors
 that timely updates will be made available to make all remaining purchased
 software Year 2000 compliant.


                                       12
<PAGE>
 
 The Company will utilize both internal and external resources to reprogram and
 test all of its software for Year 2000 compliance, and the Company expects to
 complete the project during fiscal 1999.  The estimated cost for this project
 could range as high as $18 million, including the cost of new systems which
 will be capitalized. This cost is being funded through operating cash flows.
 Failure by the Company and/or vendors and customers to complete Year 2000
 compliance work in a timely manner could have a material adverse effect on
 certain of the Company's operations.

 NOTE:  THIS DOCUMENT CONTAINS "FORWARD-LOOKING STATEMENTS", WITHIN THE MEANING
 OF THE FEDERAL SECURITIES LAWS. ALL STATEMENTS CONTAINED IN THIS DOCUMENT,
 OTHER THAN HISTORICAL INFORMATION, SHOULD BE VIEWED AS "FORWARD-LOOKING
 STATEMENTS". IN ADDITION, THE COMPANY AND ITS REPRESENTATIVES MAY FROM TIME TO
 TIME MAKE OTHER ORAL OR WRITTEN STATEMENTS, WHICH SHOULD ALSO BE CONSIDERED
 "FORWARD-LOOKING STATEMENTS".  THESE STATEMENTS REPRESENT MANAGEMENT'S CURRENT
 EXPECTATIONS AND BELIEFS CONCERNING FUTURE EVENTS IMPACTING THE COMPANY AND
 THEREFORE INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES.  MANAGEMENT ACKNOWLEDGES
 THAT "FORWARD-LOOKING STATEMENTS" ARE NOT GUARANTEES AND THAT ACTUAL RESULTS
 COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED.  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, INCLUDING WITHOUT LIMITATION, THE COMPANY'S ABILITY
 TO SUCCESSFULLY INTEGRATE ACQUIRED BUSINESSES AND IMPLEMENT ITS 3R STRATEGIC
 INITIATIVES; LABOR UNREST; CHANGES IN PRODUCT MARKET PRICE OR MARKET DEMAND;
 CHANGES IN RAW MATERIAL COSTS OR AVAILABILITY; LOSS OF BUSINESS FROM CUSTOMERS;
 CUSTOMERS LOSS OF MARKET SHARE; COMPETITION; WEATHER; CHANGES IN FINANCIAL
 MARKETS; AND OTHER FACTORS DISCUSSED IN THE COMPANY'S FILINGS WITH THE
 SECURITIES AND EXCHANGE COMMISSION.



 WHILE THE COMPANY PERIODICALLY REASSESSES MATERIAL TRENDS AND UNCERTAINTIES
 AFFECTING THE COMPANY'S RESULTS OF OPERATIONS AND FINANCIAL CONDITION IN
 CONNECTION WITH THE PREPARATION OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND CERTAIN OTHER SECTIONS
 CONTAINED IN THE COMPANY'S QUARTERLY, ANNUAL OR OTHER REPORTS FILED WITH THE
 SECURITIES AND EXCHANGE COMMISSION, THE COMPANY DOES NOT INTEND TO REVIEW OR
 REVISE ANY PARTICULAR FORWARD-LOOKING STATEMENT IN LIGHT OF FUTURE EVENTS.


                                       13
<PAGE>
 

 
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


          Not applicable.



                                       14
<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.

 

                                       15
<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:     August 12, 1998                By:  /s/ John M. Casey
                                              -----------------------
                                              John M. Casey
                                              Executive Vice President &
                                              Chief Financial Officer
 

                                       16


<PAGE>

 
                               INDEX TO EXHIBITS
------------------------------------------------------------------------------



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

       27.1             Financial Data Schedule
 


                                       17