<PAGE>


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



                                    FORM 10-Q


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended March 31, 1999

                                       OR

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


                        Commission File Number: 33-45897

                            PLASTIC CONTAINERS, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                    <C>
               Delaware                                      13-3632393
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)
</TABLE>

                               2515 McKinney Ave.
                                    Suite 850
                               Dallas, Texas 75201
                    (Address of principal executive offices)
                         Telephone number (214) 528-9922

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 twelve months, and (2) has been subject to such filing
requirements for the past 90 days:

                               Yes [X]   No [ ]

As of May 10, 1999, there were 100 shares of the registrant's common stock
outstanding.



<PAGE>
<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PLASTIC CONTAINERS, INC.

Condensed and Consolidated Balance Sheets as of March 31, 1999 (unaudited) and
December 31, 1998.

Condensed and Consolidated Statements of Income for the three months ended March
31, 1999 and 1998 (unaudited).

Condensed and Consolidated Statements of Cash Flows for the three months ended
March 31, 1999 and 1998 (unaudited).

Notes to Condensed and Consolidated Financial Statements.



CONTINENTAL PLASTIC CONTAINERS, INC. (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC
CONTAINERS, INC.)

Condensed Balance Sheets as of March 31, 1999 (unaudited) and December 31, 1998.

Condensed Statements of Income for the three months ended March 31, 1999 and
1998 (unaudited).

Condensed Statements of Cash Flows for the three months ended March 31, 1999 and
1998 (unaudited).

Notes to Condensed Financial Statements.

                                       2



<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                    CONDENSED AND CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                           March 31,          December 31,
                                                              1999               1998
                                                              ----               ----
                                                           (unaudited)
<S>                                                      <C>                  <C>
                     Assets

Current assets:

     Cash and cash equivalents                             $   4,277                616
     Investment securities                                     8,112              9,216
     Accounts receivable, net                                 24,180             18,528
       Inventories                                            18,902             18,129
       Other current assets                                    2,199              2,250 
                                                            --------          ----------
                     Total current assets                     57,670             48,739

Property, plant and equipment, net                            98,726             98,962
Goodwill                                                     116,990            117,742
Other assets                                                  22,738             24,451
                                                            --------           --------
                                                            $296,124            289,894 
                                                            ========           ========


          Liabilities & Stockholder's Equity

Current liabilities:

     Accounts payable - trade                               $ 14,058             13,016
     Current portion of long-term obligations                  1,012              1,012
     Other current liabilities                                23,233             19,871 
                                                            --------            -------
                     Total current liabilities                38,303             33,899

Long-term obligations                                        132,902            133,108
Other liabilities                                             22,598             22,359

Stockholder's equity:

Common stock, $1 par value.  Authorized 1,000
  shares; 100 shares issued and outstanding                    --                 --   
     Additional paid-in capital                              137,968            137,244
     Retained earnings                                         7,035              5,242
                                                            --------            -------
                                                             145,003            142,486
     Less note receivable from stockholder                    42,682             41,958
                                                            --------            -------
                     Total stockholder's equity              102,321            100,528     
                                                            --------            -------
                                                            $296,124            289,894 
                                                            ========            =======
</TABLE>


                                       3

<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                 CONDENSED AND CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           Predecessor
                                                                           -----------
                                                               THREE MONTHS ENDED
                                                             March 31,       March 31,
                                                               1999            1998
                                                               ----            ----
<S>                                                          <C>              <C>   
Net sales                                                    $66,434          64,907

Cost of goods sold                                            53,201          54,790
                                                             -------          ------

            Gross profit                                      13,233          10,117

Selling, general and administrative expense                    6,987           6,882
                                                             -------          ------

            Operating income                                   6,246           3,235

Other income (expense):
       Interest income                                           118             360
       Interest expense                                       (2,916)         (3,387)
       Gain on disposal of assets                              --                  3
                                                             -------          ------
         Total other expense                                  (2,798)         (3,024)
                                                             -------          ------

            Income before income taxes                         3,448             211

Income tax expense (benefit)                                   1,655            (994)
                                                             -------          ------

            Net income                                       $ 1,793           1,205
                                                             =======          ======
</TABLE>

                                       4





<PAGE>
<PAGE>




                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
               CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                            Predecessor
                                                                                            -----------
                                                                                THREE MONTHS ENDED
                                                                            March 31,         March 31,
                                                                              1999              1998
                                                                              ----              ----
<S>                                                                      <C>                     <C>
Cash flows from operating activities:
   Net income                                                                $ 1,793              1,205
   Adjustments:
      Depreciation and amortization                                            4,035              3,382
      Gain on disposal of assets                                                --                   (3)
      Changes in assets and liabilities                                          676              2,184
                                                                             -------             ------
          Net cash provided by operating activities                            6,504              6,768 
                                                                             -------             ------


Cash flows from investing activities:
   Change in investment securities, net                                        1,104             (1,300)
   Proceeds from disposal of assets                                               43                  3
   Purchases of property, plant and equipment                                 (3,784)            (4,262)
                                                                             -------             ------

          Net cash used in investing activities                               (2,637)            (5,559)
                                                                             -------             ------

Cash flows from financing activities -
   Repayments of long-term obligations                                          (206)              (207)
                                                                             -------             ------

Net increase in cash and cash equivalents                                      3,661              1,002

Cash and cash equivalents - beginning                                            616              2,479
                                                                             -------             ------

Cash and cash equivalents - ending                                           $ 4,277              3,481
                                                                             =======             ======
</TABLE>

                                       5



<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                           (all dollars in thousands)

(1)  Basis of Presentation

     The accompanying condensed and consolidated financial statements include
     Plastic Containers, Inc. and its wholly-owned subsidiaries, Continental
     Plastic Containers, Inc. ("CPC") and Continental Caribbean Containers, Inc.
     ("Caribbean"), on a consolidated basis. All significant intercompany
     transactions have been eliminated in the consolidated financial statements.
     The consolidated entities are referred to as Plastic Containers, Inc.
     ("PCI" or "the Company") in the notes to condensed and consolidated
     financial statements.

     PCI is a wholly-owned subsidiary of Continental Can Company, Inc.
     ("Continental Can"). On May 29, 1998, Continental Can was acquired by Suiza
     Foods Corporation ("Suiza") in a transaction accounted for as a purchase.
     Purchase accounting adjustments, including goodwill, have been pushed down
     and reflected in the consolidated financial statements of PCI subsequent to
     May 29, 1998. The consolidated financial statements of PCI for the periods
     ended before May 29, 1998 were prepared using PCI's historical basis of
     accounting and are designated as "predecessor". The comparability of the
     operating results for the predecessor and the periods encompassing push
     down accounting are affected by the purchase accounting adjustments.

     Separate financial statements of CPC accompany these consolidated financial
     statements, since the issued and outstanding stock of CPC, which is pledged
     as security for the Company's 10% Senior Secured Notes due 2006 (the "10%
     Notes"), constitutes a substantial portion of the collateral for the 10%
     Notes. Separate financial statements for Caribbean are not included
     herewith because (i) the issued and outstanding stock of Caribbean, which
     is also pledged as security for the Company's 10% Notes, does not
     constitute a substantial portion of the collateral for the 10% Notes, and
     (ii) management has determined that separate financial statements of
     Caribbean are not material to investors. CPC and Caribbean constitute all
     of PCI's direct and indirect subsidiaries and have fully and
     unconditionally guaranteed the 10% Notes on a joint and several basis. PCI
     is a holding company with no assets, operations or cash flows separate from
     its investments in CPC and Caribbean.

     The condensed and consolidated financial statements are unaudited and
     reflect all adjustments which are, in the opinion of management, necessary
     for a fair presentation of the financial position and operating results for
     the interim periods. The condensed and consolidated financial statements
     should be read in conjunction with the consolidated financial statements
     and notes thereto contained in the Company's Form 10-K for the year ended
     December 31, 1998.

                                                                     (Continued)

                                       6



<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

(2)  Inventories

     Major classes of inventories at March 31, 1999 and December 31, 1998
     consist of the following:

<TABLE>
<CAPTION>
                                                          Mar. 31,        Dec. 31,
                                                            1999           1998
                                                            ----           ----
<S>                                                     <C>                <C>  
              Raw materials                              $  7,262           7,305
              Finished goods                                9,818           9,133
                                                         --------          ------
                                                           17,080          16,438
              LIFO reserve                                  -               -    
                                                         --------          ------
                                                           17,080          16,438

              Caribbean                                       519             416
              Repair parts and supplies                     1,303           1,275
                                                         --------         -------
                                                         $ 18,902          18,129
                                                         ========          ======
</TABLE>


(3)  Leases

     PCI leases certain facilities and equipment used in connection with its
     operations. Rental expense under these operating leases was $3,492 and
     $3,456 for the three months ended March 31, 1999 and 1998, respectively.

(4)  Subsequent Event

     On April 29, 1999, Suiza agreed to sell a majority interest in its U.S.
     plastic packaging operations to Consolidated Container Company LLC
     ("Consolidated Container"), a newly formed company to be controlled by
     Vestar Capital Partners III, L.P. ("Vestar"). Pursuant to the proposed
     transaction, Suiza's U.S. plastic packaging operations (PCI and Franklin
     Plastics, Inc.) would be combined with Vestar's Reid Plastics Holdings,
     Inc. If the proposed transaction is completed, Vestar and certain of its
     affiliates will own 51%, and Suiza and the minority interest shareholders
     of Franklin Plastics, Inc. will own a 43% and 6% interest, respectively, in
     Consolidated Container. Upon completion of the transaction, PCI will become
     a wholly-owned subsidiary of Consolidated Container. Closing of the
     transaction is expected to occur on or about July 1, 1999, subject to
     certain customary conditions. The accompanying condensed and consolidated
     financial statements of PCI do not include any adjustments that might
     result from this transaction.

                                       7



<PAGE>
<PAGE>


                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                            CONDENSED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                           March 31,        December 31,
                                                                              1999              1998
                                                                              ----              ----
                                                                           (unaudited)
<S>                                                                       <C>                  <C>
                    Assets

Current assets:
     Cash and cash equivalents                                              $  3,668                110
     Investment securities                                                     7,950              9,053
     Accounts receivable, net                                                 23,407             17,823
     Inventories                                                              18,383             17,713
     Other current assets                                                      2,199              2,250 
                                                                            --------            -------
              Total current assets                                            55,607             46,949

Property, plant and equipment, net                                            95,066             95,244
Goodwill                                                                     116,990            117,742
Other assets                                                                  22,733             24,447 
                                                                            --------            -------
                                                                            $290,396            284,382
                                                                            ========            =======

          Liabilities & Stockholder's Equity

Current liabilities:
     Accounts payable - trade                                               $ 13,963             12,934
     Current portion of long-term obligations                                  1,012              1,012
     Other current liabilities                                                23,120             19,931 
                                                                            --------            -------
              Total current liabilities                                       38,095             33,877

Long-term obligations                                                        132,902            133,108
Other liabilities                                                             22,576             22,340

Stockholder's equity:
     Common stock, $1 par value.  Authorized 25,000
       shares; 10,000 shares issued and outstanding                               10                 10
     Additional paid-in capital                                              132,286            131,562
     Retained earnings                                                         7,209              5,443
                                                                            --------            -------
                                                                             139,505            137,015
     Less note receivable from stockholder of parent                          42,682             41,958
                                                                            --------            -------
              Total stockholder's equity                                      96,823             95,057     
                                                                            --------            -------
                                                                            $290,396            284,382 
                                                                            ========            =======
</TABLE>

                                       8



<PAGE>
<PAGE>



                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                         CONDENSED STATEMENTS OF INCOME
                                  (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                          Predecessor
                                                                          -----------
                                                               THREE MONTHS ENDED
                                                            March 31,       March 31,
                                                              1999            1998
                                                              ----            ----
<S>                                                        <C>               <C>   
Net sales                                                  $ 65,165          63,051

Cost of goods sold                                           51,972          53,027
                                                           --------          ------

       Gross profit                                          13,193          10,024

Selling, general and administrative expense                   6,972           6,860
                                                           --------          ------

       Operating income                                       6,221           3,164

Other income (expense):
   Interest income                                              110             349
   Interest expense                                          (2,916)         (3,387)
   Gain on disposal of assets                                 --                  3
                                                           --------          ------
      Total other expense                                    (2,806)         (3,035)
                                                           --------          ------

       Income before income taxes                             3,415             129

Income tax expense (benefit)                                  1,649          (1,000)
                                                           --------          ------

       Net income                                          $  1,766           1,129
                                                           ========          ======
</TABLE>

                                       9



<PAGE>
<PAGE>



                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  Predecessor
                                                                                  -----------
                                                                      THREE MONTHS ENDED
                                                                  March 31,          March 31,
                                                                    1999               1998
                                                                    ----               ----
<S>                                                               <C>                  <C>
Cash flows from operating activities:
   Net income                                                       $ 1,766              1,129
   Adjustments:
      Depreciation and amortization                                   3,943              3,269
      Gain on disposal of assets                                      --                    (3)
      Changes in assets and liabilities                                 658              2,552
                                                                    -------              -----

          Net cash provided by operating activities                   6,367              6,947 
                                                                    -------              -----


Cash flows from investing activities:
     Change in investment securities, net                             1,103             (1,301)
     Proceeds from disposal of assets                                    43                  3
     Purchases of property, plant and equipment                      (3,749)            (4,212)
                                                                    -------              -----

          Net cash used in investing activities                      (2,603)            (5,510)
                                                                    -------              -----

Cash flows from financing activities -
     Repayments of long-term obligations                               (206)              (207)
                                                                    -------              -----

Net increase in cash and cash equivalents                             3,558              1,230

Cash and cash equivalents - beginning                                   110              1,164
                                                                    -------              -----

Cash and cash equivalents - ending                                  $ 3,668              2,394
                                                                    =======              =====
</TABLE>

                                       10



<PAGE>
<PAGE>



                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)
                           (all dollars in thousands)

(1)  Basis of Presentation

     Continental Plastic Containers, Inc. ("CPC") develops, manufactures and
     markets a wide range of custom extrusion blow-molded plastic containers for
     food and juice, household chemicals, automotive products and motor oil,
     industrial and agricultural chemicals, and hair care products.

     CPC is a wholly-owned subsidiary of Plastic Containers, Inc. ("PCI"). PCI
     was organized in October 1991 for the purpose of acquiring CPC and
     Continental Caribbean Containers, Inc. ("Caribbean"). PCI is a holding
     company with no assets, operations and cash flows separate from its
     investment in CPC and Caribbean and is dependent upon funding provided by
     CPC to service its debt.

     PCI is a wholly-owned subsidiary of Continental Can Company, Inc.
     ("Continental Can"). On May 29, 1998, Continental Can was acquired by Suiza
     Foods Corporation ("Suiza") in a transaction accounted for as a purchase.
     Purchase accounting adjustments, including goodwill, have been pushed down
     and reflected in the consolidated financial statements of PCI subsequent to
     May 29, 1998. The consolidated financial statements of PCI for the periods
     ended before May 29, 1998 were prepared using PCI's historical basis of
     accounting and are designated as "predecessor". The comparability of the
     operating results for the predecessor and the periods encompassing push
     down accounting are affected by the purchase accounting adjustments.

     The condensed financial statements are unaudited and reflect all
     adjustments which are, in the opinion of management, necessary for a fair
     presentation of the financial position and operating results for the
     interim periods. The condensed financial statements should be read in
     conjunction with the financial statements and notes thereto contained in
     PCI's Form 10-K for the year ended December 31, 1998.

(2)  Inventories

     Major classes of inventories at March 31, 1999 and December 31, 1998
     consist of the following:


<TABLE>
<CAPTION>
                                                          Mar. 31,        Dec. 31,
                                                            1999            1998
                                                            ----            ----
<S>                                                     <C>                 <C>  
              Raw materials                              $  7,262           7,305
              Finished goods                                9,818           9,133
                                                         --------          ------
                                                           17,080          16,438
              LIFO reserve                                  -               -    
                                                         --------          ------
                                                           17,080          16,438

              Repair parts and supplies                     1,303           1,275
                                                         --------          ------
                                                         $ 18,383          17,713
                                                         ========          ======
</TABLE>


                                                                   (Continued)

                                       11




<PAGE>
<PAGE>



                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

(3)  Leases

     CPC leases certain facilities and equipment used in connection with its
     operations. Rental expense under these operating leases was $3,492 and
     $3,456 for the three months ended March 31, 1999 and 1998, respectively.

(4)  Subsequent Event

     On April 29, 1999, Suiza agreed to sell a majority interest in its U.S.
     plastic packaging operations to Consolidated Container Company LLC
     ("Consolidated Container"), a newly formed company to be controlled by
     Vestar Capital Partners III, L.P. ("Vestar"). Pursuant to the proposed
     transaction, Suiza's U.S. plastic packaging operations (PCI and Franklin
     Plastics, Inc.) would be combined with Vestar's Reid Plastics Holdings,
     Inc. If the proposed transaction is completed, Vestar and certain of its
     affiliates will own 51%, and Suiza and the minority interest shareholders
     of Franklin Plastics, Inc. will own a 43% and 6% interest, respectively, in
     Consolidated Container. Upon completion of the transaction, PCI will become
     a wholly-owned subsidiary of Consolidated Container. Closing of the
     transaction is expected to occur on or about July 1, 1999, subject to
     certain customary conditions. The accompanying condensed and consolidated
     financial statements of CPC do not include any adjustments that might
     result from this transaction.


                                       12



<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

(All Dollars in Thousands).

RESULTS OF OPERATIONS

     PCI is a subsidiary of Continental Can Company, Inc. ("Continental Can").
On May 29, 1998, Continental Can was acquired by Suiza Foods Corporation
("Suiza") in a transaction accounted for as a purchase. Purchase accounting
adjustments, including goodwill, have been pushed down and reflected in the
consolidated financial statements of PCI subsequent to May 29, 1998. The
consolidated financial statements of PCI for the periods ended before May 29,
1998 were prepared using PCI's historical basis of accounting and are designated
as "predecessor". The comparability of the operating results for the predecessor
and the periods encompassing push down accounting are affected by the purchase
accounting adjustments.

     Net Sales. Net sales for the first quarter of 1999 increased $1,527 (2.4%)
to $66,434, compared to $64,907 for the first quarter of 1998. The increase in
sales reflected an increase in unit volume offset by decreases in raw material
costs that were passed on to customers in the form of lower prices. Lower resin
prices accounted for lower sales of approximately $4,200 for the first quarter
of 1999 compared to 1998. Total unit volume for the first quarter of 1999 was
13.3% higher than the first quarter of 1998, resulting from new product
introductions as well as stronger demand in most existing product categories.

     Gross Profit. Gross profit for the first quarter of 1999 was $13,233, an
increase of $3,116 (30.8%) over gross profit of $10,117 in the first quarter of
1998. The significant increase in gross profit is the result of the increase in
unit volume sales combined with sustained performance improvement and production
efficiencies at most of the Company's manufacturing facilities. Gross profit
percentage for the first quarter of 1999 was 19.9%, compared to 15.6% for the
first quarter of 1998. Excluding the impact on sales of lower resin prices,
gross profit percentage for the first quarter of 1999 would have been 18.7%.

     SG&A. Selling, general and administrative (SG&A) expense for the first
quarter of 1999 was $6,987, an increase of $105 (1.5%), compared to SG&A expense
of $6,882 for the first quarter of 1998. Amortization expense was $413 higher
from increased goodwill in purchase accounting, while other SG&A costs were $308
lower, in the first quarter of 1999 compared to the first quarter of 1998. SG&A
expense as a percentage of net sales for the first quarter of 1999 was 10.5%,
compared to 10.6% for the first quarter of 1998. Excluding the impact on sales
of lower resin prices, the SG&A percentage for the first quarter of 1999 would
have been 9.9%.

     Other Expense. Other expense for the first quarter of 1999 was $2,798, a
decrease of $226 (7.5%), compared to $3,024 for the first quarter of 1998. This
decrease results from a decline in interest expense related to a revaluation of
long-term obligations in 1998.

     Income Taxes. Income tax expense for the first quarter of 1999 was $1,655,
reflective of an effective income tax rate of approximately 48%. Income tax
benefit of $994 in the first quarter of 1998 resulted from a decrease in the
valuation reserve for deferred tax assets.

     Net Income. Net income for first quarter of 1999 was $1,793, an increase of
$588 (48.8%) over first quarter 1998 net income of $1,205. The increase is the
result of higher operating income offset by an increase in income tax expense.


                                       13


<PAGE>
<PAGE>




CAPITAL REQUIREMENTS

     PCI acquired $3,784 in capital assets in the first quarter of 1999,
compared to $4,262 in the first quarter of 1998. Substantially all of the assets
acquired were packaging equipment for the manufacture of plastic containers or
related support equipment. The capital requirements in the first quarter of 1999
were met with cash generated by operations and from existing funds.

LIQUIDITY

     The Company's primary sources of liquidity are provided through a revolving
credit facility and cash flows from operations. At March 31, 1999, the Company
had no borrowings outstanding under the revolving credit facility and had
available cash and cash equivalents of approximately $12,400.

     The revolving credit facility has a term of seven years expiring October
31, 2002. Interest is based on the bank's prime rate or LIBOR, at the Company's
option. The amount of availability under the revolving credit facility is
subject to borrowing base limitations based on inventory and receivables. At
March 31, 1999, the Company had undrawn availability of approximately $28,300.

     Working capital was $19,367 at March 31, 1999, compared to $14,840 at
December 31, 1998. The increase is primarily the result of cash generated from
operations and a higher level of accounts receivable corresponding to the
increase in sales. Cash flows from operating activities were $6,504 in the first
quarter of 1999, compared to $6,768 in the first quarter of 1998.

     Management believes that existing funds and the funds expected to be
generated from operations and provided by existing credit facilities will be
sufficient to meet working capital and capital investment needs for the
foreseeable future.

YEAR 2000 COMPLIANCE

     The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a
two-digit year is commonly referred to as the Year 2000 problem. The Year 2000
problem arises from the way dates are recorded and computed in most
applications, operating systems, hardware and embedded chips. If the problem is
not corrected, systems that use a date in its prescribed function may fail or
produce erroneous results before, on and after the year 2000.

     PCI, along with Suiza, is currently engaged in a comprehensive and
aggressive project to identify and address any Year 2000 issues that may
adversely impact the business. The areas being assessed are: enterprise systems
and related applications; plant floor systems and equipment, personal computers
and related applications; networks and communications; supplier and customer
chains; internal and external Electronic Data Interchange and associated
interfaces; and miscellaneous equipment (time clocks, postage machines,
facsimiles, etc.). These areas relate not only to "information technology" but
also to all segments of PCI's business, finance, sales, marketing, operations,
etc.

     A corporate project team consisting of both PCI and Suiza corporate and
regional employees representing key segments of the business is guiding the
Company's Year 2000 compliance effort. This team has developed a structured
approach that includes detailed specific tasks needed to satisfy Year 2000
compliance. The plan is broken into five phases including awareness,
assessment/inventory,

                                       14




<PAGE>
<PAGE>


remediation, certification and testing. These phases are designed to enable us
to comprehensively and effectively track all activities. External consultants
are being utilized to assist in compliance efforts.

     PCI has completed its assessment of the Company's information systems and
is aggressively proceeding with remediation, testing and implementation
processes using both internal and external resources. For information and
non-information applications that are provided by a third party software vendor,
available upgrades have been identified and are being certified and implemented.

     PCI has finalized the inventory and assessment phase for its plant
equipment and is in the process of researching the detailed inventories for
compliance issues. Indicators are showing that there will be minimal impact in
the plant operations area.

     A critical step in the Company's strategic plan is the coordination of Year
2000 readiness with third parties. PCI has an aggressive program in effect to
determine the extent to which the Company and any interface systems are
vulnerable if they fail to resolve Year 2000 issues. The program is designed to
insure that the external business contributors (suppliers, vendors and
customers) are pursuing acceptable compliance efforts so that they will have
minimal impact on the Company's business. Contingency plans are being developed
in any areas that pose a possible threat.

     Management believes that all Year 2000 remediation efforts for its business
will be completed on time and within budget estimates. Should any critical
service providers, suppliers or customers be unable to achieve timely
compliance, there may be an adverse impact on the Company's operations.
Management's current assessment of risks, based on the most reasonable worst
case scenario, is that there will be no significant adverse impact on the
Company's operations or financial performance. Management believes that if any
disruption to operations does occur, it will be isolated and/or short-term in
duration.

     Over the past several years the Company has had an ongoing information
systems development plan with scheduled replacements of systems throughout the
organization. Year 2000 compliance has been a significant part of this
development plan. In connection with the development plan, information systems
expenditures have been made in the normal course of business and, through March
31, 1999, the Company has made expenditures of approximately $150 related to
Year 2000 compliance. The Company expects to spend up to $300 in total during
1999 for Year 2000 compliance activities.

RECENT DEVELOPMENTS

     On April 29, 1999 Suiza agreed to sell a majority interest in its U.S.
plastic packaging operations to Consolidated Container Company LLC, a newly
formed company to be controlled by Vestar Capital Partners III, L.P., a private
equity firm. Closing of the proposed transaction is subject to customary
conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of acceptable
financing for Consolidated Container Company LLC and receipt of certain third
party consents. The closing is expected to occur on or about July 1, 1999,
however, there can be no assurance that the proposed transaction will be
completed within the currently anticipated timeframe or at all. For more
information about the proposed transaction, please see Note 4 to the Condensed
and Consolidated Financial Statements contained in this report.

CAUTIONARY STATEMENT

     Certain statements and information in this Quarterly Report constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be indicated by
phrases such as "believes," "anticipates," "expects," "intends," "foresees,"
"projects," "forecasts" or words of similar meaning or import. Such statements

                                       15


<PAGE>
<PAGE>


are subject to certain risks, uncertainties, or assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those set forth in
applicable forward-looking statements. Among the key factors that may have a
direct bearing on the Company's results and financial condition are (i) risks
associated with intense competition in the Company's industry, (ii) the impact
of governmental regulations, and (iii) risks associated with volatility in the
costs of raw goods. Any forward-looking statements made or incorporated by
reference herein speak only as of the date of this Quarterly Report. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any such statements, to reflect any change in its
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statement is based. Additional information
concerning these and other risk factors is contained in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, a copy of which
may be obtained from the Company upon request.

                                       16



<PAGE>
<PAGE>



                                     PART II

                                OTHER INFORMATION

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          (27) Financial Data Schedule p. 18

     (b)  Reports on Form 8-K

            No reports on Form 8-K were filed during the quarter ended
            March 31, 1999.
 

                                    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 authorized.

                                                 PLASTIC CONTAINERS, INC.

                                                 By: /s/  Brian L. Ketcham
                                                    ----------------------
                                                    Brian L. Ketcham
                                                    Principal Financial and
                                                    Accounting Officer on behalf
                                                    of the registrant

     Dated this 10th day of May, 1999.

                                       17



<PAGE>