<PAGE>   1
                                   FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(MARK ONE) 
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 
       ACT OF 1934

For the fiscal year (fifty-three weeks) ended January 3, 1998.

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934
For the transition period from   N / A   to   N / A.

                         Commission File Number 0-8514

                             LIQUI-BOX CORPORATION
             (Exact name of registrant as specified in its charter)

________________OHIO__________________________31-0628033________________________
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

6950 Worthington-Galena Road, Worthington, Ohio_________________43085 __________
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code_________(614) 888-9280_______

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

    Common Shares, No Par Value (4,725,773 outstanding at February 24, 1998)
                                (Title of Class)

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 ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.     [ X ]

Based upon the closing price reported on the NASDAQ National Market System on
February 24, 1998, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $109,748,000.

Documents Incorporated by Reference: 

(1)  Portions of the Registrant's Annual Report to Shareholders for the fiscal
     year ended January 3, 1998 are incorporated by reference into Parts I and
     II of this Annual Report on Form 10-K.

(2)  Portions of the Registrant's Definitive Proxy Statement for its Annual
     Meeting of Shareholders to be held on April 22, 1998 are incorporated by
     reference into Part III of this Annual Report on Form 10-K.



                            Exhibit Index on Page 11
<PAGE>   2


                                     PART I
     Item 1.       Business:

     GENERAL DEVELOPMENT OF BUSINESS - Liqui-Box Corporation and its
     subsidiaries ("Liqui-Box" or the "Company") is one of the largest
     companies in the world specializing in the research, development and
     manufacture of bag-in-box flexible liquid packaging systems.  The
     Company was incorporated in January, 1962 in the state of Ohio.  Its
     principal offices are located at 6950 Worthington-Galena Road,
     Worthington, Ohio.

     Liqui-Box is a major producer of bag-in-box flexible packaging and related
     filling equipment systems for the beverage, processed foods, dairy, wine
     and other specialty products industries.  The Company is also the leading
     supplier of containers and dispensing systems to the bottled water
     industry.

     The Company and its subsidiaries operate 11 manufacturing plants in
     the United States and Europe. Through licensees, agents and direct
     exporters, Liqui-Box serves markets in many countries worldwide.

     DESCRIPTION OF PRINCIPAL PRODUCTS - The principal product of the
     Company is plastic packaging.  Such packaging includes specialty
     plastic bags and plastic blow molded containers; injection molded
     plastic products used in liquid packaging and a variety of
     industrial and commercial plastic packaging films.  In addition, the
     Company manufactures equipment for filling such packaging products
     (less than 3% of total net sales).  These products are marketed
     nationwide primarily to the edible products industries principally
     through a direct sales force.  These products are also marketed
     internationally through a direct sales force, licensees, agents and
     the Company's own export operations.  In 1997, the Company
     maintained its position in its principal markets of beverage,
     processed foods and specialty industrial products.

     COMPETITION - The plastic packaging market is large and highly
     fragmented.  There are numerous competitors and the major markets in
     which the Company sells its products are very competitive.  These
     products are in competition with similar products produced by other
     manufacturers, and in some instances, with products produced by
     other industries from other raw materials.

     The plastic packaging industry is, therefore, highly price
     competitive.  A substantial number of manufacturers compete in the
     national and international markets.  None are considered to be
     dominant.  According to information in the public domain, Liqui-Box
     supplies less than one percent of the total plastic packaging market
     in the United States.

     While Liqui-Box's product and customer mix is generally diverse, The
     Perrier Group of America constitutes a buying group of customers
     that is a material part of the Company's business to the extent that
     loss of this buying group, with which the Company has a good
     relationship, would have a material effect on the Company's
     business.  The risk associated with such a potential loss is
     mitigated by an exclusive 3 year supply agreement between the
     Company and The Perrier Group of America. This agreement, which was
     renegotiated in 1997 in accordance with the terms of the original
     supply agreement, expires on December 31, 2000.  Sales to this
     customer constituted 19%, 18% and 17% of total sales in 1997, 1996
     and  1995, respectively.

     RESEARCH AND DEVELOPMENT - Liqui-Box emphasizes applied research and
     development as a vital aspect of meeting the needs of its customers
     for plastic packaging.  Thus, the Company's research activities
     focus on the development of new plastic packaging products and
     packaging systems to increase quality, improve production efficiency
     and/or reduce costs to its customers and to the ultimate consumer.
     The Company also devotes significant efforts to the research,
     development and improvement of plastic packaging machinery and
     equipment for use by its customers and in its own production
     operations.






                                       2



<PAGE>   3


     R & D expenditures in 1997, 1996 and 1995 were $1,371,000,
     $1,856,000 and $1,265,000, respectively.  All such activities were
     entirely Company-funded from operations.  It should also be noted
     that the funding levels only represent costs directly charged to
     research and development.  The amounts do not represent the
     commitment and work of all employees of Liqui-Box to improving
     existing products and processes and to developing new products and
     processes.  Many employees who are not part of the research and
     development organization of the Company spend part of their efforts
     on developing new products and processes.

     Information on research and development can also be found on Pages
     and    [Management's Discussion and Analysis] and on Page 31 [Note
     1, Accounting Policies, of the Notes to Consolidated Financial
     Statements] of the 1997 Annual Report and is incorporated herein by
     reference.

     PATENTS AND LICENSES - Liqui-Box holds and maintains patents for
     packaging design, fitments and packaging equipment which are used by
     the Company in its production and which are also licensed to other
     manufacturers.  Revenues from royalties from these patents and
     licenses are not material to the total revenues of the Company.

     ENVIRONMENT - Consumer recognition of environmental friendliness of
     liquid plastic packaging systems is growing.  Compared to a
     conventional 5-gallon plastic pail, the 5-gallon plastic bag-in-box
     reduces total plastic use by 90 percent.  An empty, collapsed
     5-gallon bag requires a small fraction of the disposal space of a
     comparable number of No. 10 cans, five wide-mouth one gallon  jars
     or one 5-gallon pail occupy.  The corrugated box used to transport
     and store packaged liquids is completely recyclable.  Liqui-Box
     utilizes proper recycling codes on all of its products for quick
     identification in community recycling programs.

     The bag-in-box design is increasingly seen as a major part of the
     solution to the problem of environmental waste, storage and
     disposal.  In addition, Liqui-Box is asking its suppliers to
     experiment in the use of reprocessed material in the products
     furnished to the Company and several promising applications are
     being actively explored.  The Company has also committed to zero
     scrap in the waste stream of its plant operations through sorting
     and recycling for use in shipping bags and other non food
     applications.  This commitment represents the elimination of more
     than one million pounds of waste annually.

     As a major player in the solution of societal environmental
     problems, the Company supports such conscientiousness and is not
     aware of any federal, state or local statutory or regulatory
     provisions concerning environmental protection or the discharge of
     materials into the environment that will have any material effect on
     the capital expenditures, sales, earnings or competitive position of
     the Company in the future.

     RAW MATERIALS - The primary raw material essential to the Company's
     business is plastic resin.  There are a number of suppliers for this
     material and the market is highly competitive.  The Company is
     confident that its sources of supply of resin are adequate for its
     needs in the foreseeable future.

     SEASONALITY OF BUSINESS - The demand for some applications of
     certain plastic packaging products is seasonal in nature. A mild
     summer, for example, can reduce the Company's sales to the beverage
     industry.  However, experience over the years has shown that these
     variations generally offset each other and tend to level the total
     demand for the Company's products throughout the year.  As a result,
     the Company usually experiences only minor variations in sales
     volume attributable to seasonal demands.

     BACKLOG OF ORDERS - Sales of the Company's packaging products
     generally are closely coordinated with the product production of its
     customers.  Typically, orders are filled within 30 days.  Therefore,
     the backlog of orders is not significant.

     EMPLOYEES - Liqui-Box employed 682 individuals in its operations
     throughout the United States and in Europe on January 3, 1998.
     Approximately 2% of these employees are members of a collective
     bargaining unit.  The Company considers itself an industry leader
     in participative management of its human resources, placing a
     premium value on innovation, creativity and attentiveness to solving
     customers' problems in packaging.  Accordingly, the Company believes
     its relations with its employee group to be an asset.

                                       3
<PAGE>   4


FOREIGN OPERATIONS AND SALES - The Company's European operations constituted 13%
of consolidated net sales, less than 10% of consolidated income before taxes and
20% of consolidated identifiable assets as of and for the year ended January 3,
1998. European operations constituted 12% of net sales, less than 10% of
consolidated income before taxes and 22% of identifiable assets as of and for
the year ended December 28, 1996. Further information can be found on page 37
[Note 9 of the Notes to Consolidated Financial Statements] of the 1997 Annual
Report and is incorporated herein by reference.

Item 2.  Properties:

At January 3, 1998, the Company owned or leased property at sixteen (16)
locations for manufacturing and offices with a total of approximately 652,000
square feet of floor space.  The following table summarizes the properties owned
or leased.


<TABLE>
<CAPTION>
                                   Approximate      Owned          Expiration
                                   Floor Space        or            Date of
 Use and Location:                  (Sq. Ft.)       Leased           Lease
------------------                 -----------      ------      ----------------
<S>                                 <C>             <C>         <C>

Executive offices, research and
      manufacturing:
      Worthington, Ohio              63,000         Owned       N/A
Manufacturing:
      Ashland, Ohio                  43,000         Leased      Less than 1 year
      Ashland, Ohio                  22,000         Owned       N/A
      Houston, Texas                 33,000         Leased      1999
      Elkton, Maryland               58,000         Leased      2015
      Auburn, Massachusetts          30,000         Leased      Less than 1 year
      New Albany, Indiana            61,000         Owned       N/A
      Ontario, California            61,000         Leased      2003
      Upper Sandusky, Ohio           58,000         Owned       N/A
      Lake Wales, Florida             8,000         Owned       N/A
      Lake Wales, Florida            12,000         Owned       N/A
      Sacramento, California         74,000         Leased      2002
      Sacramento, California         24,000         Leased      Less than 1 year
      Allentown, Pennsylvania        40,000         Leased      2006
      Romiley, England               53,000         Leased      2006
      Romiley, England               12,000         Leased      2006
</TABLE>



The Company believes that its properties, plant, and equipment are all in good
operating condition and are adequate for its expected needs.  Certain of the
leases contain renewal options which the Company expects to exercise to maintain
its operations at the facilities.

Item 3.  Legal Proceedings:

See page 23 [Note 3 of the Notes to Consolidated Financial Statements] of the
1997 Annual Report and is incorporated herein by reference.






Item 4.  Submission of Matters to a Vote of Security Holders:

         Not applicable

                                       4




<PAGE>   5


Executive Officers of the Registrant:

The names, ages, and positions of all of the executive officers of Liqui-Box, as
of February 24, 1998, are listed below along with their business experience
during the past five years.  Executive officers are appointed annually by the
Board of Directors at the annual meeting of directors immediately following the
annual meeting of shareholders.  There are no arrangements or understandings
between any executive officer and any other person pursuant to which the
executive officer was selected.

<TABLE>
<CAPTION>
       Name                     Age                     Title
<S>                            <C>   <C>
       Samuel B. Davis (1)       56  Chairman of the Board, Chief Executive
                                     Officer, Treasurer and Director

       Robert S. Hamilton (2)    69  Vice Chairman of the Board and
                                     Director

       C. William McBee (3)      55  Chief Operating Officer, President and 
                                     Director

       Samuel N. Davis (4)       33  Vice President, Development and Director

       Joseph F. Pranckus (5)    37  Vice President, Sales

       Stewart M. Graves (6)     40  Vice President, International
</TABLE>

(1)  Samuel B. Davis has been Chairman of the Board, Chief Executive Officer and
     Treasurer since August, 1982. Mr. Davis was President from September, 1991
     to December, 1997 upon the promotion of C. William McBee.

(2)  Robert S. Hamilton has been Vice Chairman of the Board since July, 1989.
     Mr. Hamilton was President and Chief Operating Officer from April, 1984 to
     September, 1991 with a period of retirement from January, 1990 to May, 1990
     and another period of retirement from September, 1991 until May, 1995.

(3)  C. William McBee has been Chief Operating Officer and President since
     December, 1997. Mr. McBee became a director in April, 1995.  From October,
     1994 until December, 1997, Mr. McBee was Vice President of Manufacturing.
     Mr. McBee was also Vice President, Administration from February, 1994 to
     October 1995.  Prior to February, 1994, Mr. McBee was a General Manager for
     Stone Container Corporation, Columbus, Indiana, a manufacturer of
     corrugated cardboard containers.

(4)  Samuel N. Davis became Vice President, Development and an executive officer
     in April, 1996. From September, 1995 until April, 1996 Mr. Davis held the
     position of Special Projects Coordinator. From January, 1993 through
     August, 1995, Mr. Davis was an active investor in Zacchaeus Clothiers,
     Columbus, Ohio, a clothing retailer. Prior to January, 1993, Mr. Davis held
     various offices with Liqui-Box.

(5)  Joseph F. Pranckus became Vice President, Sales and an executive officer in
     October, 1996. Mr. Pranckus held the position of National Sales Manager
     from March, 1996 until October, 1996.  Prior to March, 1996, Mr. Pranckus
     held various sales management positions with Liqui-Box.

(6)  Stewart M. Graves became Vice President, International and an executive
     officer in August, 1996.  Prior to August, 1996, Mr. Graves held the
     position of Managing Director of LB Europe Limited.

                                       5
<PAGE>   6


                                    PART II

                                                                              
The following items are incorporated herein by reference from the indicated
pages of the 1997 Annual Report:




<TABLE>
<CAPTION>
                                                                   Pages
<S>       <C>                                                     <C>
Item 5.   Market for Registrant's Common Equity
          and Related Stockholder Matters                              5


Item 6.   Selected Financial Data                                      5


Item 7.   Management's Discussion and Analysis
          of Financial Condition and Results of Operation          20-23


Item 8.   Financial Statements and Supplementary Data              24-38


Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure               No response required

</TABLE>

                                    PART III


The following items are incorporated herein by reference from the indicated
pages of the Registrant's definitive Proxy Statement for its 1998 Annual Meeting
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.



<TABLE>
<S>       <C>                                                     <C>
Item 10.  Directors and Executive Officers of the Registrant       3 - 5
          In addition, certain information concerning the
          executive officers of the Registrant called for in
          this Item 10 is set forth in the portion of Part I
          of this Annual Report on Form 10-K, entitled
          "Executive Officers of the Registrant".

Item 11.  Executive Compensation Neither the Report of the         5 - 9
          Board of Directors and Stock Option Committee on
          executive compensation, nor the performance graph
          included in the Registrant's definitive Proxy
          Statement for its 1998 Annual Meeting, are
          incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and      2 - 3
          Management

Item 13.  Certain Relationships and Related Transactions           4, 5 and 9
</TABLE>

                                       6




<PAGE>   7


                                    PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on 
Form 8-K:

(a)  (1) The following consolidated financial statements of Liqui-Box
         Corporation and Subsidiaries, included  in the Registrant's 1997 
         Annual Report, are incorporated by  reference in Item 8 and filed 
         as Exhibit 13 to this report.  The page numbers indicate the 
         location of the consolidated financial statements in the
         Registrant's 1997 Annual Report.


         <TABLE>
              <S>                                                  <C>
              Consolidated Balance Sheets
              --January 3, 1998 and December 28, 1996              24-25


              Consolidated Statements of Income
              --Fifty-three weeks ended January 3, 1998,
                Fifty-two weeks ended December 28, 1996 and
                Fifty-two weeks ended December 30, 1995            26

              Consolidated Statements of Cash Flows
              --Fifty-three weeks ended January 3, 1998
                Fifty-two weeks ended December 28, 1996 and
                Fifty-two weeks ended December 30, 1995            27

              Consolidated Statements of Stockholders' Equity
              --Fifty-three weeks ended January 3, 1998,
                Fifty-two weeks ended December 28, 1996 and
                Fifty-two weeks ended December 30, 1995            28-29

              Notes to Consolidated Financial Statements           30-37

              Report of Independent Auditors                       38

              Report of Independent Auditors. The page number
              indicates the location in this Form 10-K             54

(a)  (2) The following consolidated financial statement schedules of
         Liqui-Box Corporation and Subsidiaries are included in Item 14(d).
         The page number indicates the location in this Form 10-K.


         II -  Valuation and Qualifying Accounts                   9
</TABLE>


Schedules other than those listed above are omitted because they are not
required or are not applicable.


                                       7




<PAGE>   8
\

Item 14. (continued)

(a)  (3) Listing of Exhibits - The following exhibits are included in
         Item 14(c).  The page number indicates
         the location of the exhibit in this Form 10-K.
<TABLE>
<CAPTION>

Exhibit No.                             Description                                              Pages
-----------                             -----------                                              -----
<C>           <S>                                                                                <C>          
 3A           Amended Articles of Incorporation of the Registrant as filed with the Ohio
              Secretary of State on December 14, 1995 are incorporated by reference to the
              Registrant's Form 10-K for the Fiscal Year ended December 30, 1995 filed with
              the Securities and Exchange Commission (Exhibit 3A) (File number 0-8514)            N/A

 3B           Code of Regulations as Amended of the Registrant are incorporated by reference
              to the Registrant's Form 10-Q for the Fiscal Quarter ended July 1, 1995 filed
              with the Securities and Exchange Commission (Exhibit 3B) (File number 0-8514)       N/A

 9            Voting Trust and Right of First Refusal Agreement, effective as of September 29,
              1993, by and among Mary Ann Davis, Samuel B. Davis, as Voting Trustee, and Samuel
              B. Davis, individually, is incorporated by reference to Amendment No. 6 to
              Schedule 13D of Samuel B. Davis filed on March 6, 1995 (Exhibit 1).                 N/A

10A-B                EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

10A           1990 Liqui-Box Stock Option Plan is incorporated by reference to the Registrant's 
              Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed with the Securities
              and Exchange Commission (Exhibit 19(a)) (File number 0-8514).                       N/A

10B           Summary of Profit Participation Program is incorporated by reference to the
              Registrant's Form 10-K for the fiscal year ended January 2, 1993 filed with the
              Securities and Exchange Commission (Exhibit 10E) (File number 0-8514).              N/A

13            Annual Report to Stockholders for the fiscal year ended January 3, 1998             11-51

21            Subsidiaries of the Registrant                                                      53

23            Independent Auditors' Consent and Report on Schedule (Deloitte & Touche LLP)        54

24            Powers of Attorney                                                                  55-62

27.1          Financial Data Schedule                                                             63

27.2          Financial Data Schedule                                                             64

27.3          Financial Data Schedule                                                             65

(b)    No report on Form 8-K was filed during the fourteen weeks ended January 3, 1998.           N/A

(c)    Exhibits filed with this Annual Report on Form 10-K are attached hereto.
       See Index to Exhibits at page 52.

(d)    Financial Statement Schedules -- See Item 14.(a)(2)

</TABLE>

                                       8


<PAGE>   9
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
               (amounts rounded to the nearest thousand dollars)

                     LIQUI-BOX CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>

Column A                            Column B                   Column C             Column D         Column E

                                                              Additions
                                                   -----------------------------    
                                    Balance at       Charged to      Charged                         Balance at
                                    Beginning        Costs and       to Other                          End of
Description                         of Period        Expenses        Accounts       Deductions(1)      Period
-----------                         ---------     ------------------------------    -------------    ----------
<S>                                 <C>           <C>                <C>            <C>              <C>
Reserves deducted from assets:

Fifty-three weeks ended
January 3, 1998:
  Allowance for
    doubtful accounts               $742,000      $685,000                          $(494,000)       $933,000

Fifty-two weeks ended
December 28, 1996:
  Allowance for
    doubtful accounts               $679,000      $747,000                          $(684,000)       $742,000

Fifty-two weeks ended
December 30, 1995:
  Allowance for
    doubtful accounts               $594,000      $723,000                          $(638,000)       $679,000
</TABLE>

(1) Uncollectible accounts written off, net of recoveries.


                                       9
<PAGE>   10


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

<TABLE>
<S>                             <C>
                                                   LIQUI-BOX CORPORATION
            3/24/98                                *  Samuel B. Davis
Date: ________________________   By:  _______________________________________________
                                                      Samuel B. Davis
                                      Chairman of the Board, Chief Executive Officer,
                                                  Treasurer and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

            3/24/98                                  *Samuel B. Davis
Date: _________________________  By:  _______________________________________________
                                                      Samuel B. Davis
                                      Chairman of the Board, Chief Executive Officer,
                                                   Treasurer and Director
                                        (Principal Executive and Financial Officer)

            3/23/98                                  *Samuel N. Davis
Date: __________________________ By: ________________________________________________

                                                      Samuel N. Davis
                                          Vice President of Devlopment and Director

            3/23/98                                  *Robert S. Hamilton
Date: __________________________ By: ________________________________________________
                                                    Robert S. Hamilton
                                                Vice Chairman and Director

             3/24/98                               *Charles R. Coate
Date: __________________________ By:_________________________________________________
                                                    Charles R. Coate
                                                        Director

             3/27/98                                *C. William McBee
Date: __________________________ By:_________________________________________________
                                                     C. William McBee
                                       President, Chief Operating Officer, Director
                                                      and Secretary

             3/26/98                             *Carl J. Aschinger, Jr.
Date: __________________________ By:_________________________________________________
                                                  Carl J. Aschinger, Jr.
                                                          Director

             3/23/98                              *Russell M. Gertmenian
Date: __________________________ By:_________________________________________________
                                                   Russell M. Gertmenian
                                                         Director

             3/20/98                               *James B. Holloway
Date: __________________________ By:_________________________________________________
                                                    James B. Holloway
                                                       Controller

             3/20/98                              /S/ James B. Holloway
Date: __________________________ By:_________________________________________________
                                                      James B. Holloway
                                                      Attorney in Fact
</TABLE>

                                       10

<PAGE>   11
                               Index to Exhibits

     Listing of Exhibits - The following exhibits are included in Item 14(c).
The page number indicates the location of the exhibit in this Form 10-K.

<TABLE>
<CAPTION>

Exhibit No.                             Description                                             Pages
-----------                             -----------                                             -----
<C>           <S>                                                                               <C>           
 3A           Amended Articles of Incorporation of the Registrant as filed with the Ohio
              Secretary of State on December 14, 1995 are incorporated by reference to the
              Registrant's Form 10-K for the Fiscal Year ended December 30, 1995 filed with
              the Securities and Exchange Commission (Exhibit 3A) (File number 0-8514)          N/A

 3B           Code of Regulations as Amended of the Registrant are incorporated by reference
              to the Registrant's Form 10-Q for the Fiscal Quarter ended July 1, 1995 filed
              with the Securities and Exchange Commission (Exhibit 3B) (File number 0-8514)     N/A

 9            Voting Trust and Right of First Refusal Agreement, effective as of September 29,
              1993, by and among Mary Ann Davis, Samuel B. Davis, as Voting Trustee, and
              Samuel B. Davis, individually, is incorporated by reference to Amendment No. 6
              to Schedule 13D of Samuel B. Davis filed on March 6, 1995 (Exhibit 1).            N/A

10A           1990 Liqui-Box Stock Option Plan is incorporated by reference to
              the Registrant Form 10-Q for the Fiscal Quarter ended June 30, 1990 filed 
              with the Securities and Exchange Commission ( Exhibit 19(a)) 
              (File number 0-8514).                                                             N/A

10B           Summary of Profit Participation Program is incorporated by reference to the
              Registrant's Form 10-K for the fiscal year ended January 2, 1993 filed with 
              the Securities and Exchange Commission (Exhibit 10E) (File number 0-8514).        N/A

13            Annual Report to Stockholders for the fiscal year ended January 3, 1998           11-51

21            Subsidiaries of the Registrant                                                    53

23            Independent Auditors' Consent and Report on Schedule (Deloitte & Touche LLP)      54

24            Powers of Attorney                                                                55-62

27.1          Financial Data Schedule                                                           63

27.2          Financial Data Schedule                                                           64

27.3          Financial Data Schedule                                                           65
</TABLE>



                                       11