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                                                                    EXHIBIT 4.1


                                Amendment No. 1

                                       to

                                Rights Agreement

                  This Amendment No. 1 ("Amendment No. 1") to the Rights
Agreement (the "Rights Agreement") dated as of September 26, 2001 between
Anchor Glass Container Corporation, a Delaware corporation (the "Company"), and
Continental Stock Transfer & Trust Company (the "Rights Agent") is made and
entered into as of this 27th day of September, 2001.

                  WHEREAS, it was the intent of the Board of Directors of the
Company in approving the Rights Agreement that the acquisition of Voting Stock
(as defined in the Rights Agreement) by Owens-Illinois, Inc., a Delaware
corporation ("OI"), and its Affiliates and Associates would constitute a
Triggering Event (as defined in the Rights Agreement) at the time of the
closing of the sale of such Voting Stock pursuant to the Asset Purchase
Agreement referenced below; and

                  WHEREAS, the Company has determined that amending the Rights
Agreement as provided herein will eliminate any doubt as to whether OI or any
of its Affiliates or Associates may be deemed to Beneficially Own any Voting
Stock by reason of such Asset Purchase Agreement prior to the time of closing;

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties agree as follows:

                  Section 1.        Amendment to Section 1(e) of the Rights
Agreement. The last paragraph of Section 1(e) of the Rights Agreement is hereby
amended and restated in entirety as follows:

         "Notwithstanding the foregoing (i) nothing contained in this
         definition shall cause a Person ordinarily engaged in business as an
         underwriter of securities to be the "Beneficial Owner" of, or to
         "Beneficially Own," any securities acquired in a bona fide firm
         commitment underwriting pursuant to an underwriting agreement with the
         Company and (ii) Owens-Illinois, Inc., a Delaware corporation ("OI"),
         and its Affiliates and Associates shall not be deemed to Beneficially
         Own any Voting Stock solely by reason of the Asset Purchase Agreement
         made as of August 20, 2001, among 3058888 Nova Scotia Corporation, OI
         Domestic Holdings Inc., Consumers Packaging Inc., 164489 Canada Inc.,
         Consumers International Inc. and OI until such time as the closing of
         the direct or indirect acquisition of Voting Stock or securities
         convertible into Voting Stock occurs thereunder."


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                  Section 2.        Governing Law. This Amendment No. 1 shall
be governed by and construed in accordance with the laws of the State of
Delaware applicable to contracts to be made and performed entirely within such
State.

                  Section 3.        Counterparts. This Amendment No. 1 may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

                  Section 4.        Descriptive Headings. Descriptive headings
of the several Sections of this Amendment No. 1 are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed.



                                    ANCHOR GLASS CONTAINER CORPORATION



                                    By:  /s/ Lawrence M. Murray
                                       ----------------------------------------
                                    Name: Lawrence M. Murray
                                    Title: Sr. V.P. Finance



                                    CONTINENTAL STOCK TRANSFER & TRUST COMPANY



                                    By:  /s/ William F. Seegraber
                                       ----------------------------------------
                                       Name: William F. Seegraber
                                       Title: Vice President