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                                  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, 1998

                                       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)

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

                          301 Merritt 7 Corporate Park
                           Norwalk, Connecticut 06856
                    (Address of principal executive offices)
                         Telephone number (203) 750-5900

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 11, 1998, there were 100 shares of the registrant's common stock
outstanding.




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                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

PLASTIC CONTAINERS, INC.

Condensed and Consolidated  Balance Sheets as of March 31, 1998 and December 31,
1997 (unaudited).

Condensed and Consolidated Statements of Income for the three months ended March
31, 1998 and 1997 (unaudited).

Condensed and Consolidated Statements of Cash Flows for the three months ended
March 31, 1998 and 1997 (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, 1998 and December 31, 1997 (unaudited).

Condensed  Statements  of Income for the three  months  ended March 31, 1998 and
1997 (unaudited).

Condensed Statements of Cash Flows for the three months ended March 31, 1998 and
1997 (unaudited).

Notes to Condensed Financial Statements.



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

<TABLE>
<CAPTION>
                                                   March  31,      December 31,
                                                      1998            1997
                                                   ----------      -----------
               Assets
<S>                                                  <C>            <C>
Current assets:
    Cash and cash equivalents                      $   3,481          2,479
    Investment securities                             21,685         20,385
    Accounts receivable, net                          22,569         20,258
       Inventories                                    18,440         19,955
    Other current assets                               3,129          2,850
                                                    --------       --------
                     Total current assets             69,304         65,927

Property, plant and equipment, net                   100,230        100,091
Goodwill and other intangible assets                  25,128         25,591
Other assets                                          14,234         13,303
                                                   ---------       --------
                                                   $ 208,896        204,912
                                                   =========       ========


     Liabilities & Stockholders' Equity

Current liabilities:
    Accounts payable - trade                       $  17,197         18,285
    Current portion of long-term obligations             996            996
    Other current liabilities                         21,536         16,741
                                                   ---------       --------
                     Total current liabilities        39,729         36,022

Long-term obligations                                127,800        128,007
Other liabilities                                     20,043         20,764

Stockholders' equity:
      Common stock, $1 par value. Authorized
      1,000 shares; 100 shares issued and
      outstanding                                       --             --
      Additional paid-in capital                      80,388         79,833
      Deficit                                        (26,324)       (27,529)
                                                   ---------       ---------
                                                      54,064         52,304

      Less note receivable from stockholder           32,740         32,185
                                                   ---------       --------
                  Total stockholders' equity          21,324         20,119
                                                   ---------       --------
                                                   $ 208,896        204,912
                                                   =========       ========
</TABLE>


                                       3




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

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                    March 31,       March 31,
                                                      1998            1997
                                                    ---------       ---------
<S>                                                <C>             <C>
Net sales                                           $ 64,907         65,387

Cost of goods sold                                    54,790         54,926
                                                    --------         ------

        Gross profit                                  10,117         10,461

Selling, general and administrative expense            6,882          6,520
                                                    --------         ------

        Operating income                               3,235          3,941

Other income (expense):
       Interest income                                   360            287
       Interest expense                               (3,387)        (3,389)
       Gain on disposal of assets                          3              2
                                                    --------         ------
        Total other income (expense)                  (3,024)        (3,100)
                                                    --------         ------

       Income before income taxes                        211            841

Income tax benefit                                       994          --
                                                     -------         ------

       Net income                                   $  1,205            841
                                                    ========         ======
</TABLE>


                                       4





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

<TABLE>
<CAPTION>
                                                               THREE  MONTHS  ENDED
                                                               March 31,       March 31,
                                                                 1998            1997
                                                               ---------       ---------
<S>                                                           <C>               <C>
Cash flows from operating activities: 
       Net income                                             $   1,205            841
       Adjustments:
          Depreciation and amortization                           3,382          3,561
          Gain on disposal of assets                                 (3)            (2)
          Changes in assets and liabilities                       2,184          7,367
                                                                -------        -------

             Net cash provided by operating activities            6,768         11,767
                                                                -------         ------

Cash flows from investing activities:
    Change in investment securities, net                         (1,300)       (14,064)
    Proceeds from disposal of assets                                  3             52
    Purchases of property, plant and equipment                   (4,262)        (1,841)
                                                                 ------         ------

             Net cash used in investing activities               (5,559)       (15,853)
                                                                 ------         ------

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

Net increase (decrease) in cash and cash equivalents             1,002          (4,292)

Cash and cash equivalents - beginning                            2,479          12,178
                                                               -------          ------

Cash and cash equivalents - ending                            $  3,481           7,886
                                                              ========          ======
</TABLE>


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                    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.

     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, 1997.

     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 Company 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.

     PCI is a subsidiary of Continental Can Company, Inc. ("Continental Can").


                                       6





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

(2)  INVENTORIES

     Major classes of inventories at March 31, 1998 and December 31, 1997
     consist of the following:

<TABLE>
<CAPTION>
                                               Mar. 31,    Dec. 31,
                                                 1998        1997
                                               -------     --------
<S>                                         <C>              <C>
           Raw materials                      $  7,702       9,566
           Finished goods                       12,476      12,223
                                                ------      ------
                                                20,178      21,789
           LIFO reserve                         (3,578)     (3,578)
                                               -------     -------
                                                16,600      18,211
           Caribbean                               490         554
           Repair parts and supplies             1,350       1,190
                                               -------      -------
                                              $ 18,440      19,955
                                               =======      ======

(3)  PENDING SALE OF CONTINENTAL CAN

     In January 1998, Suiza Foods Corporation signed a definitive agreement to
     acquire Continental Can for stock and assumption of debt in a purchase
     transaction. The transaction is expected to be completed during the second
     quarter. The accompanying condensed and consolidated financial statements
     of PCI do not include any adjustments that might result from this
     transaction.


                                       7




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


</TABLE>
<TABLE>
<CAPTION>
                                                           March  31,      December 31,
                                                               1998            1997
                                                           ---------       -----------

                    Assets
<S>                                                       <C>                 <C>
Current assets:
    Cash and cash equivalents                               $   2,394          1,164
    Investment securities                                      21,515         20,214
    Accounts receivable, net                                   22,286         20,080
    Inventories                                                17,950         19,401
    Other current assets                                        3,129          2,850
                                                            ----------      --------
                     Total current assets                      67,274         63,709

Property, plant and equipment, net                             96,108         95,894
Goodwill and other intangible assets                           25,128         25,591
Other assets                                                   14,223         13,303
                                                           ----------       --------
                                                            $ 202,733        198,497
                                                           ==========       ========


     Liabilities & Stockholder's Equity

Current liabilities:
    Accounts payable - trade                                $  17,095         17,852
    Current portion of long-term obligations                      996            996
    Other current liabilities                                  21,275         16,484
                                                           ----------       --------
                     Total current liabilities                 39,366         35,332

Long-term obligations                                         127,800        128,007
Other liabilities                                              20,021         20,741

Stockholder's equity:
       Common stock, $1 par value.  Authorized 25,000
       shares; 10,000 shares issued and outstanding                10             10
       Additional paid-in capital                              74,730         74,175
       Deficit                                                (26,454)       (27,583)
                                                            ---------       --------
                                                               48,286         46,602

       Less note receivable from stockholder of parent         32,740         32,185
                                                            ---------       --------
                  Total stockholder's equity                   15,546         14,417
                                                            ---------       --------
                                                            $ 202,733        198,497
                                                            =========       ========
</TABLE>


                                       8





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

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                             March 31,       March 31,
                                                               1998            1997
                                                             ---------       ---------
<S>                                                         <C>               <C>
Net sales                                                    $ 63,051         64,276

Cost of goods sold                                             53,027         53,774
                                                             --------         ------

     Gross profit                                              10,024         10,502

Selling, general and administrative expense                     6,860          6,509
                                                             --------        -------

     Operating income                                           3,164          3,993

Other income (expense):
       Interest income                                            349            265
       Interest expense                                        (3,387)        (3,389)
       Gain on disposal of assets                                   3              2
                                                             --------        -------
        Total other income (expense)                           (3,035)        (3,122)
                                                             --------        -------

        Income before income taxes                                129            871

Income tax benefit                                              1,000          --
                                                             --------        -------

        Net income                                           $  1,129            871
                                                             ========        =======
</TABLE>


                                       9




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

<TABLE>
<CAPTION>
                                                               THREE  MONTHS  ENDED
                                                             March 31,       March 31,
                                                               1998            1997
                                                             ---------       --------
<S>                                                         <C>              <C>
Cash flows from operating activities: 
     Net income                                               $ 1,129            871
     Adjustments:
           Depreciation and amortization                        3,269          3,464
           Gain on disposal of assets                             (3)             (2)
           Changes in assets and liabilities                    2,552          7,202
                                                              -------        -------

                Net cash provided by operating activities       6,947         11,535
                                                              -------        -------

Cash flows from investing activities:
    Change in investment securities, net                       (1,301)       (14,066)
    Proceeds from disposal of assets                                3             52
    Purchases of property, plant and equipment                 (4,212)        (1,810)
                                                              -------        -------

                Net cash used in investing activities          (5,510)       (15,824)
                                                              -------        -------

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

Net increase (decrease) in cash and cash equivalents            1,230         (4,495)

Cash and cash equivalents - beginning                           1,164         10,522
                                                              -------        -------

Cash and cash equivalents - ending                            $ 2,394          6,027
                                                              =======        =======
</TABLE>


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                      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") (collectively, "the
     Continental Plastic Container Companies"). PCI is a holding company with no
     assets, operations and cash flows separate from its investment in the
     Continental Plastic Container Companies and is dependent upon funding
     provided by CPC to service its debt. Accordingly, the accompanying
     financial statements of CPC reflect various "push down" accounting
     adjustments to reflect debt and other purchase adjustments recorded by PCI
     in connection with the acquisition.

     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, 1997.

     PCI is a subsidiary of Continental Can Company, Inc. ("Continental Can").

(2)  INVENTORIES

     Major classes of inventories at March 31, 1998 and December 31, 1997
     consist of the following:

<TABLE>
<CAPTION>
                                               Mar. 31,    Dec. 31,
                                                 1998        1997
                                               --------    --------
<S>                                           <C>          <C>
           Raw materials                      $  7,702       9,566
           Finished goods                       12,476      12,223
                                                ------      ------
                                                20,178      27,789
           LIFO reserve                         (3,578)     (3,578)
                                               -------     -------
                                                16,600      18,211
           Repair parts and supplies             1,350       1,190
                                               -------     -------
                                              $ 17,950      19,401
                                               =======     =======
</TABLE>

(3)  PENDING SALE OF CONTINENTAL CAN

     In January 1998, Suiza Foods Corporation signed a definitive agreement to
     acquire Continental Can for stock and assumption of debt in a purchase
     transaction. The transaction is expected to be completed during the second
     quarter. The accompanying condensed financial statements of CPC do not
     include any adjustments that might result from this transaction.


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                    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

     Net Sales. Net sales for the first quarter of 1998 decreased $480 (0.7%) to
$64,907, compared to $65,387 for the first quarter of 1997. The decrease in
sales was primarily the result of a decrease 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 $700 in the first quarter of 1998 compared to
the first quarter of 1997. Total unit volume growth for the first quarter of
1998 was relatively flat compared to the first quarter of 1997.

     Gross Profit. Gross profit for the first quarter of 1998 was $10,117, a
decrease of $344 (3.3%) over gross profit of $10,461 for the first quarter of
1997. This decrease resulted primarily from additional manufacturing overhead
costs incurred in the first quarter of 1998 related to specific customer
projects that are expected to be nonrecurring. Gross profit percentage for the
first quarter of 1998 was 15.6%, compared to 16.0% for the first quarter of
1997.

     SG&A. Selling, general and administrative (SG&A) expense for the first
quarter of 1998 increased $362 (5.6%) to $6,882, compared to $6,520 for the
first quarter of 1997. The increase in SG&A expense results primarily from an
increase in engineering and development activity related to new product
introductions. SG&A expense as a percentage of net sales for the first quarter
of 1998 was 10.6% compared to 10.0% for the first quarter of 1997.

     Other Expense. Other expense for the first quarter of 1998 was $3,024, a
decrease of $76 (2.5%) compared to $3,100 for the first quarter of 1997. This
decrease results primarily from an increase in interest income from additional
invested funds in 1998.

     Income Taxes. The income tax benefit for the first quarter of 1998 of $994
resulted from a decrease in the valuation reserve for deferred tax assets.

     Net Income. Net income for the first quarter of 1998 was $1,205, compared
to $841 for the first quarter of 1997. The increase in first quarter income of
$364 is the result of lower operating income offset by the increased income tax
benefit.

CAPITAL REQUIREMENTS

     PCI acquired $4,262 in capital assets in the first quarter of 1998,
compared to $1,841 in the first quarter of 1997. Substantially all of the assets
acquired were packaging equipment for the manufacture of plastic containers or
related support equipment. Capital expenditure levels in 1998 were higher due to
the installation of new production lines that will service new business. The
capital requirements in the first quarter of 1998 were met with cash generated
by operations and from existing funds.


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LIQUIDITY

     The Company's primary sources of liquidity are provided through a revolving
credit facility of $50,000 and cash flows from operations. At March 31, 1998,
the Company had no borrowings outstanding under the revolving credit facility
and had invested cash and cash equivalents of approximately $25,000.

     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. At March 31, 1998, the Company had undrawn availability under the
revolving credit facility of approximately $29,200.

     Working capital was $29,575 at March 31, 1998, compared to $29,905 at
December 31, 1997. Cash flows from operating activities were $6,768 in the first
quarter of 1998, compared to $11,767 in the first quarter of 1997. The decrease
of $4,999 is due primarily to a difference in cash collected on receivables.

     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

     PCI has a plan in place to address the impact of Year 2000 issues on its
computer systems and applications and is in the process of converting its
computer systems to be Year 2000 compliant. The plan provides for the conversion
efforts to be completed by the end of 1998. The Year 2000 issues are the result
of computer programs being written using two digits rather than four to define
the applicable year. Expenditures in 1998 related to the completion of the
conversion are not expected to be significant. PCI is also dependent upon
customers and suppliers to have their computer systems Year 2000 compliant.


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                                     PART II

                                OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     (27)  Financial Data Schedule

(b) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter ended March 31, 1998.

                                    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/  Abdo Yazgi
                                             ------------------------
                                             Abdo Yazgi
                                             Principal Financial and
                                             Accounting Officer on behalf
                                             of the registrant

     Dated this 11th day of May, 1998.



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