<PAGE>

                                    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-two weeks) ended January 2, 1999.

                                                             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 (4,654,026 outstanding at February 24, 1999)
    ------------------------------------------------------------------------
                                (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 on February
24, 1999, the aggregate market value of the voting stock held by non-affiliates
of the Registrant was $139,768,000.

Documents Incorporated by Reference:

        (1) Portions of the Registrant's Annual Report to Stockholders for the
        fiscal year ended January 2, 1999 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 Stockholders to be held on April 21, 1999 are
        incorporated by reference into Part III of this Annual Report on Form
        10-K.



                            Exhibit Index on Page 13

<PAGE>


                                     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
(approximately 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 1998, 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 market 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 20%, 19% and 18% of total sales in 1998, 1997
and 1996, 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>


R & D expenditures in 1998, 1997 and 1996 were $1,221,000, $1,371,000 and
$1,856,000, 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 4 and 5
[Management's Discussion and Analysis] and on Page 15 [Note 1, Accounting
Policies, of the Notes to Consolidated Financial Statements] of the 1998 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 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 652 individuals in its operations throughout the
United States and in Europe on January 2, 1999. Approximately 3% of these
employees are members of collective bargaining units. 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>

FOREIGN OPERATIONS AND SALES - The Company's European operations constituted 13%
of consolidated net sales, less than 10% of consolidated income before taxes and
21% of consolidated identifiable assets as of and for the year ended January 2,
1999. European operations constituted 13% of net sales, less than 10% of
consolidated income before taxes and 20% of identifiable assets as of and for
the year ended January 3, 1998. Further information can be found on page 21
[Note 9 of the Notes to Consolidated Financial Statements] of the 1998 Annual
Report and is incorporated herein by reference.

Item 2.    Properties:

At January 2, 1999, the Company owned or leased property at fifteen (15)
locations for manufacturing and offices with a total of approximately 609,000
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                2000
               Elkton, Maryland                       58,000                Leased                2015
               Auburn, Massachusetts                  30,000                 Owned                 N/A
               Ontario, California                    61,000                Leased                2003
               Upper Sandusky, Ohio                   76,000                 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           Month to Month
               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 17 [Note 3 of the Notes to Consolidated Financial Statements] of the
1998 Annual Report which is incorporated herein by reference.

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

Not applicable



                                        4
<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT:

The names, ages and positions of all of the executive officers of Liqui-Box, as
of February 24, 1999, 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)         57                    Chairman of the Board, Chief Executive
                                                             Officer, Treasurer and Director

           Robert S. Hamilton (2)      70                    Vice Chairman of the Board and Director

           C. William McBee (3)        56                    Chief Operating Officer, President, Secretary
                                                             and Director

           Samuel N. Davis (4)         34                    Vice President, Development and Director

           Robert D. Beck, Jr. (5)     46                    Vice President, Sales and Marketing

           Stewart M. Graves (6)       48                    Vice President, International

           Barry Pritchard (7)         40                    Vice President, Technology and
                                                             Equipment Development

</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)     Robert D. Beck, Jr. became Vice President, Sales and Marketing and an
        executive officer in October, 1998. From September, 1995 through
        October, 1998, Mr. Beck was a Customer Development Manager for the
        Pillsbury Company, Dallas, Texas, a consumer package goods manufacturer.
        From July, 1993 through September, 1995, Mr. Beck was the Vice
        President, Business Development for Heublein Wines Group, San Mateo, CA,
        a varietal wine manufacturer.

(6)     Stewart M. Graves became Vice President, International and an executive
        officer in August, 1996. From January, 1994 until August, 1996, Mr.
        Graves held the position of Managing Director of LB Europe Limited.

(7)     Barry Pritchard became Vice President, Technology and Equipment
        Development and an executive officer December, 1998. Prior to December,
        1998, Mr. Pritchard held the position of Service Engineering Manager and
        Vice President of Technology and Development, Inpaco, Division of
        Liqui-Box.


                                        5
<PAGE>


                                     PART II

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

The Company, in the normal course of business, is exposed to market risks
associated with foreign currency exchange rates, fluctuations in the market
value of equity securities available for sale, and changes in interest rates.
The Company is also exposed to changes in the price of commodities used in its
manufacturing operations. However, commodity price risk is not material as price
changes are customarily passed along to the customer.

Foreign Currency Exchange Risk

In 1998 and 1997, European operations accounted for approximately 13% of the
Company's net sales. As a result, there is exposure to foreign exchange risk on
transactions that are denominated in a currency other than the business unit's
functional currency. The Company enters into forward exchange contacts to hedge
against foreign currency fluctuations wherever economically feasible. The
contracts are generally less than one year. The counter-parties to the forward
exchange contracts are financial institutions with investment grade credit
ratings. At January 2, 1999, the Company had contracts of approximately
$1,064,000 maturing from January 8, 1999 through March 12, 1999 to exchange
various currencies to pounds sterling. Reference is made to Note 1 Foreign
Currency Translation in the Notes to the Financial Statements for further
information with respect to foreign currency exchanges. The Company's hedging
activities provide only limited protection against currency exchange risks,
however, a hypothetical 10% foreign exchange fluctuation would not materially
impact operating results or cash flow.

Marketable Securities Risk

The Company maintains a portfolio of marketable equity securities available 
for sale. The fair market value of these securities at January 2, 1999 was 
approximately $1,600,000 with the corresponding unrealized gain included as a 
component of other comprehensive income. A hypothetical 10% decrease in the 
quoted market price of marketable securities would not materially impact 
operating results or cash flow.

Interest Rate Risk

The interest payable for the Company's revolving credit facilities is
principally 50 basis points above the London Interbank Offered Rate and
therefore affected by changes in market interest rates. However, the Company has
the option to pay the balance in full at any time without penalty. As a result,
the Company believes that the market risk is minimal.

<TABLE>
<CAPTION>

                                                                               Pages
                                                                               -----
<S>                                                                   <C>
The following items are incorporated herein by reference
from the indicated pages of the 1998 Annual Report:

Item 5.  Market for Registrant's Common Equity
         and Related Stockholder Matters                                            6

Item 6.  Selected Financial Data                                                    3

Item 7.  Management's Discussion and Analysis
         of Financial Condition and Results of Operation                        6 - 9


Item 8.  Financial Statements and Supplementary Data                           11 - 15

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

</TABLE>


                                        6
<PAGE>


                                    PART III

The following items are incorporated herein by reference from the indicated
pages of the Registrant's definitive Proxy Statement for its 1999 Annual Meeting
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.

<TABLE>
<S>                                                                                 <C>
Item 10. Directors and Executive Officers of the Registrant                           3 - 4
         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                                                       5 - 8
         Neither the Report of the Board of Directors and Stock Option Committee
         on executive compensation, nor the performance graph included in the
         Registrant's definitive Proxy Statement for its 1999 Annual Meeting,
         are incorporated herein by reference.

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

Item 13. Certain Relationships and Related Transactions                             4, 5 and 9, 10

</TABLE>


                                     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 1998 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 1998 Annual
         Report.

<TABLE>
              <S>                                                                       <C>
              Consolidated Balance Sheets
              --January 2, 1999 and January 3, 1998                                     8 - 9

              Consolidated Statements of Income and Comprehensive Income
              --Fifty-two weeks ended January 2, 1999, 
                Fifty-three weeks ended January 3, 1998 and
                Fifty-two weeks ended December 28, 1996                                    10

              Consolidated Statements of Cash Flows 
              --Fifty-two weeks ended January 2, 1999, 
                Fifty-three weeks ended January 3, 1998,
                Fifty-two weeks ended December 28, 1996                                    11

              Consolidated Statements of Stockholders' Equity 
              --Fifty-two weeks ended January 2, 1999, 
                Fifty-three weeks ended January 3, 1998 and
                Fifty-two weeks ended December 28, 1996                                 12 - 13

</TABLE>


                                        7
<PAGE>


Item 14. (continued)

<TABLE>
              <S>                                                                       <C>

              Notes to Consolidated Financial Statements                                14 - 21

              Report of Independent Auditors                                               22

         Report of Independent Auditors on Financial Statement Schedules.
         The page number indicates the location in this Form 10-K                          39

(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                                      10

</TABLE>


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

   (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
------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                                           <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 2, 1999                       14 - 44

   21             Subsidiaries of the Registrant                                                                   45

   23             Independent Auditors' Consent and Report on Schedule (Deloitte & Touche LLP)                     46

   24             Powers of Attorney                                                                            47 - 56

   27             Financial Data Schedule                                                                          57

</TABLE>

   (b)            No report on Form 8-K was filed during the fourteen weeks
                  ended January 2, 1999.

                                        8
<PAGE>


   (c)            Exhibits filed with this Annual Report on Form 10-K are
                  attached hereto. See Index to Exhibits at page 44.

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



                                        9
<PAGE>


                 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       

                                                                                 Additions
                                                                 ------------------------------------------
                                            Balance at                Charged to             Charged                                
                                             Beginning                Costs and             to Other                                

           Description                       of Period                 Expenses             Accounts               Deductions (1)   
-----------------------------------    ---------------------     ------------------------------------------     --------------------
<S>                                    <C>                       <C>                        <C>                 <C>
Reserves deducted from assets:

Fifty-two weeks ended
January 2, 1999:
Allowance for
      doubtful accounts ................     $ 933,000                 $ 384,000                                   $(371,000)

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

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

</TABLE>


<TABLE>
<CAPTION>

                                             Column E



                                            Balance at
                                              End of  
                                              Period
                                       ---------------------
<S>                                          <C>
Reserves deducted from assets:

Fifty-two weeks ended
January 2, 1999:
Allowance for
      doubtful accounts ................     $ 946,000

Fifty-three weeks ended January 3, 1998:
  Allowance for
      doubtful accounts ................     $ 933,000

Fifty-two weeks ended December 28, 1996:
  Allowance for
      doubtful accounts ................     $ 742,000

</TABLE>


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


                                       10
<PAGE>


                                   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.

                                                   LIQUI-BOX CORPORATION
                  4/1/99                              *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.

                  4/1/99                              *Samuel B. Davis
Date: __________________________________   By: _________________________________
                                                       Samuel B. Davis
                                 Chairman of the Board, Chief Executive Officer,
                                                    Treasurer and Director
                                    (Principal Executive and Financial Officer)


                  4/1/99                               *Samuel N. Davis

Date: __________________________________   By: _________________________________
                                                        Samuel N. Davis
                                      Vice President of Development and Director


                  4/1/99                             *Robert S. Hamilton
Date: __________________________________   By: _________________________________
                                                      Robert S. Hamilton
                                                  Vice Chairman and Director


                  4/1/99                             *Charles R. Coate
Date: __________________________________   By: _________________________________
                                                      Charles R. Coate
                                                          Director


                  4/1/99                             *C. William McBee
Date: __________________________________   By: _________________________________
                                                      C. William McBee
                                    President, Chief Operating Officer, Director
                                                    and Secretary


                  4/1/99                             *Carl J. Aschinger, Jr.
Date: __________________________________   By: _________________________________
                                                      Carl J. Aschinger, Jr.
                                                            Director


                  4/1/99                           *Russell M. Gertmenian
Date: __________________________________   By: _________________________________
                                                    Russell M. Gertmenian
                                                            Director


                  4/1/99                              *Robert D. Beck, Jr.
Date: __________________________________   By: _________________________________
                                                       Robert D. Beck, Jr.
                                               Vice President, Sales & Marketing


                                       11
<PAGE>


                  4/1/99                              *Barry L. Pritchard
Date: __________________________________   By: _________________________________
                                                       Barry L. Pritchard
                            Vice President, Technology and Equipment Development

                  4/1/99                              *Paul J. Maynard
Date: __________________________________   By: _________________________________
                                                       Paul J. Maynard
                                                     Director of Finance

                  4/1/99                             /s/ Paul J. Maynard
Date: __________________________________   By: _________________________________
                                                         Paul J. Maynard
                                                        Attorney in Fact






                                       12
<PAGE>


                                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
---------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                                   <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'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 2, 1999              Filed herewith

   21             Subsidiaries of the Registrant                                                       Filed herewith

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

   24             Powers of Attorney                                                                   Filed herewith

   27             Financial Data Schedule                                                              Filed herewith

</TABLE>










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