<PAGE>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

           (X) Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2005

          ( ) Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the transition period from ______________
                             to ____________________

                         COMMISSION FILE NUMBER 0-08791

                            PVC CONTAINER CORPORATION

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

           Delaware                                         13-2616435
-------------------------------                       ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

               2 Industrial Way West, Eatontown, New Jersey 07724
              ----------------------------------------------------
              (Address of principal executive offices and zip code)

        Registrant's telephone number, including area code (732)542-0060

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 whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                                                  Yes ( ) No (X)

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                                                  Yes ( ) No (X)

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

          Class                              Outstanding as of November 14, 2005
----------------------------                 -----------------------------------
Common Stock, $.01 par value                            7,042,393 shares

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                             NO.
<S>                                                                        <C>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

Consolidated Balance Sheets - September 30, 2005 and June 30, 2005             3
(Unaudited)

Consolidated Statements of Operations - Three Months Ended
September 30, 2005 and 2004 (Unaudited)                                        4

Consolidated Statements of Cash Flows - Three Months Ended
September 30, 2005 and 2004 (Unaudited)                                        5

Notes to Consolidated Financial Statements                                  6-14

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                                        14-21

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           21

Item 4.  Controls and Procedures                                              21

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    22

Item 5.  Other Information                                                    22

Item 6.  Exhibits                                                             22

Signatures                                                                    23

Exhibit Index                                                                 24
</TABLE>


                                       2
<PAGE>

Part I  Financial Information
Item 1. Financial Statements

                            PVC Container Corporation
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              September             June
                                                               30, 2005           30, 2005
                                                             ------------       ------------
<S>                                                          <C>                <C>
ASSETS
Current assets:
 Cash and cash equivalents                                   $    475,519       $    375,501
Accounts receivable, net of allowances of $898,858
  and $1,009,000 at September 30, 2005 and June 30, 2005,
  respectively                                                 11,435,861         14,085,835
 Inventories                                                   10,598,331         11,185,304
 Prepaid expenses and other current assets                      1,155,209            998,704
 Prepaid income taxes and income tax receivables                  409,048            674,839
 Deferred income taxes                                          3,137,974          2,601,104
 Net assets held for disposition                                1,110,891          1,110,891
                                                             ------------       ------------

Total current assets                                           28,322,833         31,032,178

Properties, plant and equipment at cost, net                   21,633,323         22,244,711
Other assets                                                        2,500             37,074
                                                             ------------       ------------

                                                             $ 49,958,656       $ 53,313,963
                                                             ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                            $  6,567,155       $  6,166,815
 Accrued expenses                                               2,446,243          2,930,048
 Current portion of long-term debt                              2,812,391          2,682,145
                                                             ------------       ------------
Total current liabilities                                      11,825,789         11,779,008

Long-term debt                                                 23,308,407         25,281,918
Interest rate swap                                                     --             22,588
Deferred income taxes                                           2,566,727          2,513,395
Other liabilities                                                 140,000            140,000
Deferred income                                                   500,000            500,000

Stockholders' equity:
 Preferred stock, par value $1.00, authorized
   1,000,000 shares, none issued                                       --                 --
 Common stock, par value $.01, authorized 10,000,000
   shares, 7,044,655 shares issued as of
   September 30, 2005 and June 30, 2005                            70,446             70,446
 Capital in excess of par value                                 3,810,981          3,810,981
 Retained earnings                                              8,343,998          9,113,749
 Accumulated other comprehensive (loss) income                   (602,897)            86,673
 Treasury stock, at cost (2,262 shares at September 30,
   2005 and June 30, 2005)                                         (4,795)            (4,795)
                                                             ------------       ------------
Total stockholders' equity                                     11,617,733         13,077,054
                                                             ------------       ------------
                                                             $ 49,958,656       $ 53,313,963
                                                             ============       ============
</TABLE>

See accompanying notes


                                       3
<PAGE>

                            PVC Container Corporation
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                             September 30
                                                  -------------------------------
                                                         2005         2004
                                                  ------------       ------------
<S>                                               <C>                <C>
Net sales                                         $ 18,475,388       $ 19,678,160

Cost and expenses:
   Cost of goods sold (exclusive of
     depreciation and amortization expense
     shown separately below)                        14,987,766         16,615,728
   Selling, general and administrative
     expenses                                        2,204,164          2,984,487
   Depreciation and amortization                     1,111,502          1,286,449
                                                  ------------       ------------
                                                    18,303,432         20,886,664
                                                  ------------       ------------
Income (loss) from operations                          171,956         (1,208,504)

Other income (expense):
   Interest expense                                   (445,609)          (407,044)
   Other income                                             --             41,500
                                                  ------------       ------------
                                                      (445,609)          (365,544)
                                                  ------------       ------------

(Loss) before (benefit) for income
 taxes                                                (273,653)        (1,574,048)
(Benefit) for income taxes                             (97,240)          (645,935)
                                                  ------------       ------------
  (Loss) from continuing operations               $   (176,413)      $   (928,113)

Discontinued operations
  (Loss) income from discontinued plastic
   compounding segment                                (988,898)            86,646
  (Benefit) provision for income taxes                (395,559)            55,436
                                                  ------------       ------------
  (Loss) income from discontinued operations          (593,339)            31,210

Net loss                                          $   (769,752)      $   (896,903)
                                                  ============       ============
(Loss) per share (basic and diluted)
 from continuing operations                             ($0.03)            ($0.13)
(Loss) income per share (basic and diluted)
  from discontinued operations                          ($0.08)             $0.00
(Loss) per share (basic and diluted)                    ($0.11)            ($0.13)
</TABLE>

See accompanying notes.


                                       4
<PAGE>

                            PVC Container Corporation
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                SEPTEMBER 30
                                                        -----------------------------
                                                            2005              2004
                                                        -----------       -----------
<S>                                                     <C>               <C>
CASH FLOWS FROM CONTINUED AND DISCONTINUED
OPERATING ACTIVITIES

Net loss                                                $  (769,752)      $  (896,903)
Adjustments to reconcile net loss to net cash
  provided by continued and discontinued
  operating activities:
     Depreciation and amortization                        1,112,958         1,399,969
     Amortization of deferred financing costs                32,147            24,113
     Deferred income taxes                                 (483,538)          116,607
     (Loss) on sale of equipment                                 --           (41,500)
     Changes in assets and liabilities:
       Accounts receivable, net of allowances             2,649,974         2,548,755
       Inventories, net of allowances                       586,973        (1,810,998)
       Prepaid expenses and other current assets           (372,769)       (1,044,968)
       Other assets                                           2,427             4,424
       Accounts payable and accrued expenses               (313,567)         (159,814)
                                                        -----------       -----------
Net cash provided (used) by continued and
 discontinued operating activities                        2,444,853           139,685
                                                        -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                       (501,570)         (534,575)
Proceeds from sale of equipment                                  --            41,500
                                                        -----------       -----------
Net cash used in investing activities                      (501,570)         (493,075)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (payments) from revolving credit line       (1,981,099)          775,637
Payments of indebtedness                                   (677,739)       (1,006,763)
Proceeds from long-term debt                                815,573           331,117
Net cash provided (used) by financing activities         (1,843,265)           99,991
                                                        -----------       -----------
Net increase (decrease) in cash and cash
 equivalents                                                100,018          (253,399)
Cash and cash equivalents at beginning of period            375,501           365,820
                                                        -----------       -----------

Cash and cash equivalents at end of period              $   475,519       $   112,421
                                                        ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid                                           $   468,179       $   429,045
                                                        ===========       ===========

Income taxes paid                                       $    41,625       $    10,825
                                                        ===========       ===========
</TABLE>

See accompanying notes


                                       5
<PAGE>

Note 1 Description of Business

General

PVC Container Corporation (the "Company") was incorporated in Delaware in 1968.
The Company's major business activity is manufacturing and selling a line of
plastic bottles made from polyvinyl chloride ("PVC") compounds, high-density
polyethylene ("HDPE"), and polyethylene terephthalate ("PET") resins. The
Company sells these bottles through Novapak Corporation, which is a wholly-owned
subsidiary. Another wholly-owned subsidiary, Airopak Corporation, produces
bottles that are fluorinated to improve the chemical resistance and barrier
properties. The Company's products are used primarily to package cosmetics,
toiletries, foods, household chemicals, and lawn and garden and industrial
chemical products.

Note 2 Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial reporting, pursuant to the rules and regulations of the
Securities and Exchange Commission. In management's opinion, the accompanying
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the Company's
financial position as of September 30, 2005, and the results of operations and
cash flows for the three-month periods ended September 30, 2005 and 2004.
Operating results for the three-month period ended September 30, 2005 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2006.

The accompanying consolidated financial statements include the accounts of PVC
Container Corporation and its wholly-owned subsidiaries: Novapak Corporation;
Novatec Plastics Corporation (inactive); Marpac Industries, Inc. (inactive); and
Airopak Corporation. All inter-company accounts have been eliminated. While the
Company believes the disclosures presented are adequate to make the information
not misleading, these consolidated financial statements should be read in
conjunction with the financial statements and the notes included in the
Company's annual report on Form 10-K for the fiscal year ended June 30, 2005.

Diluted earnings per share are based on the average number of common shares
outstanding during each period, assuming exercise of all stock options having
exercise prices less than the average market price of the common stock using the
treasury stock method. The weighted average number of shares of common stock
used in computing basic and diluted loss per share were as follows:

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                                       SEPTEMBER 30
                                                 -----------------------
                                                    2005          2004
                                                 ---------     ---------
<S>                                              <C>           <C>
Weighed average common shares
outstanding used to calculate basic
loss per share                                   7,042,393     7,042,393

Net effect of dilutive securities based
upon the treasury stock method using an
average market price                                    --            --

Weighed average common and dilutive
securities outstanding used to
calculate diluted loss per share                 7,042,393     7,042,393
                                                 =========     =========
</TABLE>


                                       6
<PAGE>

The Company has excluded all outstanding stock options because they would have
had an anti-dilutive effect.

Discontinued Operations

In May 2005, the Company entered into a definitive agreement with PolyOne
Corporation ("PolyOne") pursuant to which PolyOne agreed to acquire the Compound
segment's equipment (see Note 7), compounding recipes and customer list for
$625,000 plus earn-outs payable upon the achievement of certain sales targets
through December 31, 2009.

The agreement also provided that the Company will not compete with the business
for five years after the date of closing of the sale. The transaction closed on
May 31, 2005, and the Company received gross proceeds of $1,125,000 (which
included the advance of $500,000 on earn-out payments) and is entitled to
additional earn-out payments.

In addition, the Company entered into a supply agreement with PolyOne whereby
the Company will purchase from PolyOne a specified percentage of the Company's
requirements of certain polyvinyl chloride compounds through December 2009 at
prices specified in the supply agreement. The Company agreed to purchase
specific product from PolyOne as follows:

100% of the Company's specific requirements through August 31, 2007
80% of the Company's specific requirements through August 31, 2008
70% of the Company's specific requirements through August 31, 2009
50% of the Company's specific requirements through December 31, 2009

The supply agreement may be terminated by either party effective 60 days after
giving written notice or if there is a material breach or default of any term or
condition of the supply agreement.

For each pound of product sold by PolyOne to existing customers of the Company,
(as defined prior to closing), PolyOne will make - "earn out" - payments to the
Company as follows:

4 cents per pound through August 31, 2007
3 cents per pound through August 31, 2008
2 cents per pound through August 31, 2009
1 cent per pound through December 31, 2009

Royalties are based on a per pound basis and will be recognized as earned.

As a result of this disposition, the Compound segment has been reflected on the
Company's financial statements as a discontinued operation for all periods
presented, unless otherwise indicated. Amounts provided in these notes to the
consolidated financial statements may pertain to both continuing and
discontinued operations.

Note 3 Stock-Based Compensation

As of September 30, 2005, the Company had one stockholder-approved stock
incentive plan for employees. The Company currently has one type of share-based
award outstanding under this plan: stock options. More information on these
awards is provided below. The Company believes that such awards align the
interests of its employees with those of its stockholders. Certain share-based
awards provide for accelerated vesting if there is a change in control (as
defined under our stock incentive plan). There were 199,000 shares of common
stock reserved for future awards under the stock incentive


                                       7
<PAGE>

plans as of September 30, 2005.

The compensation cost related to the Company's share-based awards that was
charged against income was $3,470 during the first quarter of fiscal 2006. None
of the compensation cost related to share-based compensation arrangements was
capitalized as part of inventory or fixed assets.

Prior to July 1, 2005, the Company accounted for the share-based compensation
granted under its stock incentive plans under the recognition and measurement
provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations ("APB 25"). In accordance with
APB 25, the Company used the intrinsic-value method of accounting for stock
option awards to employees and accordingly did not recognize compensation
expense for its stock option awards to employees in its Consolidated Statement
of Operations prior to July 1, 2005, as all option exercise prices were 100
percent of fair market value on the date the options were granted. Effective
July 1, 2005, the Company implemented the fair value recognition provisions of
Financial Accounting Standards Board (FASB) Statement No. 123 (revised 2004)
("SFAS 123 (R)"), "Share Based Payment," which is a revision of SFAS No. 123,
"Accounting for Stock Based Compensation," and SAB 107 for all share-based
compensation that was not vested as of June 30, 2005.

The following table illustrates the pro forma effect on net income and earnings
per share for the first quarter of fiscal 2005, assuming the Company had applied
the fair value recognition provisions of SFAS No. 123(R) to all previously
granted share-based awards after giving consideration to potential forfeitures
during such quarter. The fair value of each option grant is estimated at the
grant date using the Black-Scholes option-pricing model based on the assumptions
listed below. The estimated fair value of options granted is amortized to
expense over their vesting period, which is generally 4 years. Share based
employee compensation, in the current period of $2,290 (net of related tax), is
included in the September 30, 2005 net loss of $769,752. The following table
represents the impact had the treatment been adopted at July 1, 2004.

<TABLE>
<CAPTION>
                                                                         Quarter Ended
                                                                         Sept 30, 2004
                                                                         -------------
<S>                                                                      <C>
Net loss, as reported                                                     $  (896,903)
Add: Share-based employee compensation cost, net of
related tax, included in net income as reported                                    --
Deduct: Total share-based employee compensation
expense determined under fair value based method for
all awards, net of related tax                                                  7,077
Pro forma net income                                                      $  (903,980)
Net income per common share, as reported
Basic                                                                     $      (.13)
Diluted                                                                   $      (.13)
Pro forma net income per common share
Basic                                                                     $      (.13)
Diluted                                                                   $      (.13)
</TABLE>

The implementation of the provisions of SFAS No. 123(R) and SAB 107 during the
first quarter of fiscal 2006 did not have a material impact on our cash flow
from operations or cash flow from financing activities during the first quarter
of fiscal 2006.


                                       8



<PAGE>

Stock Options

The following information relates to stock options that have been granted under
the Company's stockholder-approved stock incentive plans. Option exercise prices
are 100 percent of fair market value on the date the options are granted.
Options may be exercised for a period of 10 years commencing on the date of the
grant, and become exercisable in installments, 25 percent per year from the date
of grant.

The fair value of each option award is estimated on the date of grant using the
Black-Scholes option-pricing model. No options were granted to employees during
the fiscal quarter ended September 30, 2005.

A summary of stock option activity during the fiscal quarter ended September 30,
2005 is as follows:

<TABLE>
<CAPTION>
                                                           Weighted-
                                              Weighted-     Average
                                               Average     Remaining     Aggregate
                                              Exercise    Contractual    Intrinsic
                                    Shares      Price     Term (Years)     Value
                                    ------    ---------   ------------   ---------
<S>                                <C>        <C>         <C>            <C>
Stock options outstanding at
July 1, 2005                       401,000    $ 4.10
Stock options granted                   --        --
Stock options exercised                 --        --
Stock options forfeited or
expired                                 --        --
Stock options outstanding at
September 30, 2005                 401,000    $ 4.10         2.9         $(813,130)
Stock options exercisable at
September 30, 2005                 398,500    $ 4.19         2.8         $(813,480)
</TABLE>

A summary of the status of our nonvested stock options as of September 30, 2005,
and changes during the fiscal quarter then ended is summarized below:

<TABLE>
<CAPTION>
                                                                       Weighted-
                                                                        Average
                                                                      Grant-Date
                                                         Shares       Fair Value
                                                         ------       ----------
<S>                                                      <C>          <C>
Nonvested stock options at July 1, 2005                   2,500        $0.80

Stock options granted                                        --           --
Stock options vested                                         --           --
Nonvested stock options at September 30, 2005             2,500        $0.80
</TABLE>

As of September 30, 2005, there was $5,320 of total unrecognized compensation
cost related to nonvested stock options granted under our incentive plans. This
cost is expected to be recognized over a weighted-average period of 0.3 years.

In the first quarter of fiscal 2006, no shares were issued under the terms of
our stock incentive plan.

                                       9
<PAGE>


Note 4 Impact of Recently Issued Accounting Standards

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 123(R), "Share-Based Payment" ("Statement 123R"), which requires all
companies to measure compensation cost for all share-based payments (including
employee stock options) at fair value and to recognize cost over the vesting
period. In March 2005, the SEC released SEC Staff Accounting Bulletin No. 107,
"Share-Based Payment" ("SAB 107"). SAB 107 provides the SEC staff position
regarding the application of Statement 123R, including interpretive guidance
related to the interaction between Statement 123R and certain SEC rules and
regulations, and provides the staff's views regarding the valuation of
share-based payment arrangements for public companies. SAB 107 highlights the
importance of disclosures made related to the accounting for share-based payment
transactions. In April 2005, the SEC announced that companies may implement
Statement 123R at the beginning of their next fiscal year beginning after June
15, 2005, or December 15, 2005 for small business issuers. The Company
implemented the provisions of Statement 123R and SAB 107 in the first quarter of
fiscal 2006 using the modified-prospective method, and it did not have a
material impact on our financial position or cash flows. See Note 3 - "Stock
Based Compensation" for further information and the required disclosures under
Statement 123R and SAB 107, including the impact of the implementation on our
results of operations.

Note 5 Inventories
Inventories consist of:

<TABLE>
<CAPTION>
                                       SEPTEMBER            JUNE
                                       30, 2005            30, 2005
                                     ------------       ------------
<S>                                  <C>                <C>
Raw materials                        $  4,934,251       $  4,962,551
Finished goods                          5,914,669          6,278,161
Reserves                               (1,176,749)          (822,989)
                                     ------------       ------------

Total FIFO inventories                  9,672,171         10,417,723

Molds for resale, in production           318,088            251,031
Supplies                                  608,072            516,550
                                     ------------       ------------
                                     $ 10,598,331       $ 11,185,304
                                     ============       ============
</TABLE>

Note 6 PNC Bank Agreement and Equipment Financing

The Company entered into a $43,375,000 senior secured credit facility ("PNC Bank
Agreement") with PNC Bank in August 2000. The PNC Bank Agreement was a five
year, $25,000,000 senior revolving credit facility; a five year, $12,183,000
senior term loan; a five year, $4,192,000 standby letter of credit; and a
$2,000,000 capital expenditure line. On November 15, 2004, the PNC Bank
Agreement was amended to extend the maturity of each of these four components
until 2007, and to make specific changes to the credit facilities. The total
senior secured credit facility was reduced to $28,532,000 (which was the
outstanding facility amount at the extension date), consisting of the following:
a senior revolving credit facility of $18,000,000; a senior term loan of
$5,686,000; a standby letter of credit of $3,846,000; and a capital expenditure
line of $1,000,000. The credit facility contains two financial covenants. The
first is a fixed charge covenant measuring the Company's ability to have
adequate cash flow to cover its annual debt requirements.


                                       10
<PAGE>

The second is a net worth covenant. In September, the Company amended its
revolving credit facility to amend the financial covenants. At September 30,
2005, the Company was in compliance with all of the credit facility's covenants
as amended. The credit facility is secured by accounts receivable, inventories,
property, plant and equipment.

The revolving loan bears interest at LIBOR plus 250 basis points, though the
Company entered into interest-rate swap agreements (which expire on October 1,
2005) to effectively convert a portion of the floating debt interest to a fixed
rate. The $1 million capital expenditure line of credit bears interest at LIBOR
plus 300 basis points. Borrowings under the PNC Bank Agreement totaled
approximately $14.1 million at September 30, 2005. Other debt as of September
30, 2005 in the amount of $12.0 million represents equipment financing with
various other institutions.

The effective portion of the gain or loss on a derivative instrument that is
designated and qualifies as a cash flow hedge is reported as a component of
other comprehensive income and reclassified into earnings in the period or
periods during which the hedged transaction affects earnings.

Note 7 Segments

Previously, the Company had two reportable segments: Plastic Containers and
Compound. The Company identified these segments based upon differences in the
types of products each sold. The Plastic Containers segment manufactures custom
designed PET, HDPE, and PVC containers mainly for cosmetics, toiletries, foods,
household chemicals, lawn and garden supplies, and industrial chemical products.
The Compound segment manufactured PVC compound for internal use and for sale.
The Company's former customers used PVC compound for extruded profiles and
accessories, furniture, molding and other indoor fixtures, and molded electrical
and electronic housings. Both of the Company's segments sold to customers
located primarily in the United States. In May 2005, the Company sold the
Compound segment's equipment, compounding recipes and customer list and, as a
result, operates only in one segment. For more information, see Note 2.

The reportable segments were managed separately because they used different
manufacturing processes and served different markets. The Company evaluated each
segment's performance based on profit or loss from operations after income
taxes. The accounting policies for the reportable segments were the same as
those for the Company. Intersegment sales and transfers were recorded at market
prices. Information on segments and a reconciliation to a consolidated total are
as follows:


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                      SEPTEMBER 30
                                                2005                2004
                                            ------------       ------------
<S>                                         <C>                <C>
Net revenues:
  Plastic containers                        $ 18,475,388       $ 19,678,160
                                            ------------       ------------

Total consolidated net revenues             $ 18,475,388       $ 19,678,160
                                            ============       ============

Not included in the above tables as
 revenues from discontinued operations
 as follows:
  Compound                                  $  1,932,180       $  5,405,652
  Intersegment revenue - Compound               (104,059)        (1,418,964)
                                            ------------       ------------
  Revenue from external Customers           $  1,828,121       $  3,986,688
                                            ============       ============
Net (loss) income:
  Discontinued operations-Compound          $   (593,339)      $     31,310
  Plastic containers                            (176,413)          (928,113)
                                            ------------       ------------
Total consolidated net loss                 $   (769,752)      $   (896,803)
                                            ============       ============
</TABLE>




<TABLE>
<CAPTION>
Total assets:                             September 30, 2005        June 30,2005
                                          ------------------        ------------
<S>                                       <C>                       <C>
  Assets held for disposition                 $ 1,110,891           $ 1,110,891
  Compound                                        381,847             3,576,674
  Plastic containers                           48,465,918            48,626,398
                                              -----------           -----------
Total consolidated assets                     $49,958,656           $53,313,963
                                              ===========           ===========
</TABLE>

Note 8 Comprehensive Loss

The following table sets forth comprehensive loss for the three-month periods
ended September 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED
                                     SEPTEMBER 30
                                 2005           2004
                             -----------     ---------
<S>                          <C>             <C>
Net loss                       $(769,752)    $(896,903)
Unrealized (loss) on
pension obligation
September 30, 2005.             (689,570)
Unrealized gains on
interest rate swap
September 30, 2004.                             26,128
                             -----------     ---------
Comprehensive loss           $(1,459,322)    $(870,775)
                             ===========     =========
</TABLE>


                                       12
<PAGE>

Note 9 Pension

On December 1, 2005 the company plans to freeze its pension plan related to its
discontinued compounding segment. The termination of the related employees
(which took place in August 2005) results in a plan curtailment under the
authoritative literature, SFAS 88. This curtailment loss has been calculated by
the Company's actuary to be an immaterial amount.

The following table presents the components of net periodic benefit cost for
pension benefits for the three-month period ended September 30, 2005:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED
                                             SEPTEMBER 30
                                         2005           2004
                                       --------       --------
<S>                                    <C>            <C>
Pension benefits
  Service cost with interest
    to the end of the quarter          $  2,527       $  1,625


  Interest cost                          20,860         15,610
  Expected return on plan assets        (18,820)       (21,102)
  Amortization of transition
    obligation                              797            759
  Amortization of prior service
    cost                                    442            421
  Amortization of experience loss         7,120          2,424
                                       --------       --------

  Net periodic benefits (cost)         $ 12,926       $   (263)
                                       ========       ========
</TABLE>

The Company did not make a minimum contribution during the three months ended
September 30, 2005.

Note 10 Income Taxes

The effective income tax rate reflects a benefit of 35.5% for the three-month
period ended September 30, 2005 as compared to 41.0% for the three-month period
ended September 30, 2004. This change in the effective tax rate is due to the
tax benefit received through the utilization of net operating losses, offset by
non-deductible permanent charges to income.

Note 11 Other

During the fourth quarter of fiscal 2005, the Company recorded a charge of
$140,000 related to lifetime medical benefits for its former Chief Executive
Officer and his spouse under the terms of his severance agreement.

In September 2004, the Company entered into a $710,000 severance agreement with
the former Chief Executive Officer, and the total amount has been paid pursuant
to the agreement as of September 30, 2005.

The charges relating to lifetime medical benefits and executive severance costs
are reflected in selling, general and administrative expenses. The basis for
this calculation was provided by an independent actuary. Based upon the ages,
the actuarial life spans and projected costs of health insurance premiums.

Liability related to the severance charges for the three months ended September
30, 2005 were as follows:


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                         Charges to
                                          Costs and          Amount
                      June 30, 2005     Expenses For          Paid         Sept 30, 2005
                                        Three Months
<S>                   <C>               <C>                 <C>            <C>
Severance               $     --          $     --          $     --          $     --
Lifetime medical         140,000                --                --           140,000
                        --------          --------          --------          --------
                        $140,000          $     --          $     --          $140,000
                        ========          ========          ========          ========
</TABLE>

Note 12 Net Assets Held For Disposition

The Company has assets held for sale at September 30,2005 and June 30, 2005 of
$1,111,000, consisting of building and land. See Note 13 for more information.

Note 13 Subsequent Event

On October 14, 2005, the Company sold its manufacturing facility at Eatontown,
New Jersey, consisting of a building and land with net book value of $1,111,000.
The net proceeds from the sale were approximately $2,900,000. The estimated gain
on sale of assets (of approximately $1,700,000) will be recognized in the second
fiscal quarter 2006. This gain will be part of the results of discontinued
operations.

On December 1, 2005 the company plans to freeze its pension plan related to its
discontinued compounding segment. The termination (which took place in August
2005) results in a plan curtailment under the authoritative literature, SFAS 88.
This curtailment loss has been calculated by the Company's actuary to be an
immaterial amount. The impact of this freeze is reflected in the first quarter
financials. See Note 9.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion provides information and analysis of our results of
operations for the three months ended September 30, 2005, and 2004, and our
liquidity and capital resources. This discussion should be read in conjunction
with our consolidated financial statements included elsewhere in this report.

OVERVIEW

PVC Container Corporation is a major producer of plastic containers for the
packaging industry. We operate several wholly-owned subsidiaries that
manufacture and sell general line plastic bottles and specialty plastic
containers and supply PVC compounds and specialty plastic alloys in the United
States. Our plastic bottles are sold primarily to manufacturers and distributors
of personal care products, food, household chemicals, and lawn and garden and
industrial chemical products.

Raw Material Costs

The cost of the primary raw materials that the Company uses is directly affected
by the cost of petroleum; accordingly, increases in the costs of petroleum
increase the cost of the Company's raw materials. Recently, Hurricane Katrina
and Hurricane Rita severely disrupted the petrochemical industry, causing
substantial cost increases in the Company's raw materials. The Company's costs
of raw materials have increased approximately 25-50% over the past 90 days. If
the Company cannot pass along raw material price


                                       14
<PAGE>

increases to its customers (although the company has recently been successful in
passing along the price increases), the Company's financial results could be
adversely affected. Additionally, in the short term, the substantial cost
increases in raw materials could adversely affect the Company's liquidity.

Reverse Stock Split

The Company's Board of Directors recently approved a 1-for-2,000 reverse stock
split as part of a "going-private" transaction. When the reverse stock split
becomes effective, stockholders will be entitled to receive cash in lieu of
fractional shares. The reverse stock split is expected to reduce the number of
record holders of the Company's common stock below 300 so that the Company will
be eligible to terminate the registration of its common stock under the
Securities Exchange Act of 1934 and to cease filing periodic and other reports
with the SEC. Completion of the reverse stock split will require approximately
$1.1 million, which includes approximately $480,000 in legal costs and other
expenses related to the transaction, plus approximately $620,000 in payments to
holders of the Company's common stock in lieu of fractional shares. The Company
intends to use a portion of the proceeds from the sale of its manufacturing
facility at Eatontown, New Jersey, utilized by its former Compound segment to
meet these expenses. However, if the costs of the reverse stock split increase
due to a higher number of shares being repurchased than anticipated, the Company
intends to use borrowings under its revolving credit facility and available cash
on hand. Management believes that going private will reduce the Company's annual
selling, general and administrative ("SG&A") expenses significantly, and also
will allow the Company to avoid significant SG&A expenses by eliminating the
reporting requirement under Section 404 of the Sarbanes-Oxley Act.

CRITICAL ACCOUNTING POLICIES

Several of our accounting policies involve significant judgments and
uncertainties. The following policies have the potential to significantly affect
our results of operations and financial position:

      For impairment analysis, we measure the present value of future cash flows
      against the carrying value of the long-lived asset.

      For accounts receivable, we estimate the net collectibility, considering
      both historical and anticipated trends of trade discounts and allowances
      and the possibility of non-collection due to the financial position of our
      customers.

      For inventory, we estimate the volume of goods that we will not be able to
      sell in the normal course of business and write down the value of those
      goods to the recovery value expected to be realized through off-price
      channels.

      For income tax, we record the estimated future tax effects of differences
      between the tax basis of assets and liabilities and the amount reported in
      the accompanying consolidated balance sheets, as well as operating loss
      carry forwards. We follow very specific guidelines regarding the
      recoverability of any tax assets recorded on the balance sheet and provide
      any necessary allowances as required.

Historically, actual results in these areas have not been materially different
than our estimates, and we do not anticipate that our estimates and assumptions
will materially change in the future. However, if we incorrectly


                                       15
<PAGE>

anticipate trends or unexpected events occur, our results of operations could be
materially affected.

OPERATING PERFORMANCE

In the discussion of the Company's results of operations that follows, the
Company presents EBITDA, which is earnings before interest, taxes, depreciation,
and amortization. The Company believes that the presentation of EBITDA provides
useful information to investors because management uses EBITDA to assess
operating performance. In addition, management believes that EBITDA is a
measurement widely used in the Company's industry, so we provide this
information to allow investors to analyze our performance relative to our
competitors. However, EBITDA is not in accordance with generally accepted
accounting principles and should not be considered in isolation or as a
substitute for any measure of performance that is determined in accordance with
generally accepted accounting principles. EBITDA may not be comparable to
similarly titled measures of other companies. The following table provides a
reconciliation from net loss to EBITDA.

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                   SEPTEMBER 30
TOTAL COMPANY                                  2005           2004
-------------                               ----------     ----------
<S>                                         <C>            <C>
Net (loss) income as reported               $ (769,752)    $ (896,903)

Add back:
  (Benefit) for income taxes                  (492,799)      (590,499)
  Interest Expense(net)                        459,988        428,047
  Depreciation & Amortization                1,112,958      1,399,969
                                            ----------     ----------
EBITDA                                      $  310,395     $  340,614
                                            ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                   SEPTEMBER 30
CONTINUING OPERATION                           2005           2004
--------------------                        ----------     ----------
<S>                                         <C>            <C>
Net (loss) income as reported               $ (176,413)    $ (928,113)

Add back:
  (Benefit) for income taxes                   (97,240)      (645,935)
  Interest Expense(net)                        445,609        407,044
  Depreciation & Amortization                1,111,502      1,286,449
                                            ----------     ----------
EBITDA                                      $1,283,458     $  119,445
                                            ==========     ==========
</TABLE>

RESULTS OF OPERATIONS

Continuing Operations

Net sales for the three-month period ended September 30, 2005 decreased by 6.1%
to $18,475,000 compared to $19,678,000 for the three-month period ended
September 30, 2004.

This decrease is attributed to management's conscious effort to disengage from
low margin business on a selective basis.

Cost of goods sold for the three months ended September 30, 2005 was
$14,988,000, or 81.1% of net sales, compared to $16,616,000, or 84.4% of net
sales for the three months ended September 30, 2004. This decrease in cost of
goods sold as a percentage of net sales can be attributed to a better product
mix, strategic sourcing initiatives, lower manufacturing overhead and improved
manufacturing yields and utilization. Also, management eliminated low margin
business on a selective basis.

SG&A expenses decreased by $780,000 for the three-month period ended September
30, 2005, as compared to the same period one year ago. For the quarter ended
September 30, 2005, SG&A expenses were $2,204,000, or 11.9% of net sales,
compared to $2,984,000, or 15.2% of net sales for the same quarter in 2004. This
decrease is mainly attributed to the elimination of previous one-time costs such
as consulting fees, executive severance agreements and executive recruiting
costs. We are continuing to analyze several potential initiatives targeted to
further reduce SG&A expenses as a percentage of sales.


                                       16
<PAGE>

Depreciation and amortization expenses decreased to $1,112,000 for the three-
month period ended September 30, 2005 compared to $1,286,000 for the three-
month period ended September 30, 2004. This decrease was primarily a result of
the depreciation of certain manufacturing and computer assets becoming fully
depreciated in the current fiscal year.

Net income from operations was $172,000, or .9% of net sales for the quarter
ended September 30, 2005 compared to a net loss from operations of $1,209,000,
or 6.1% of net sales, for the quarter ended September 30, 2004 due to the
reduced costs and expenses as discussed above.

EBITDA increased to approximately $1,283,000 for the three-month period ended
September 30, 2005, compared to $119,000 for the three-month period ended
September 30, 2004. This increase is the result of a better product mix,
strategic sourcing initiatives, lower manufacturing overhead and improved
manufacturing yields and utilization.

The effective income tax rate reflects a benefit of 35.5% for the three-month
period ended September 30, 2005 as compared to 41.0% for the three-month period
ended September 30, 2004. The decrease in the effective rate is due to the tax
benefits received through the utilization of net operating losses, offset by
non-deductible permanent charges to income.

As a result of the previously mentioned changes net loss for the quarter ended
September 30, 2005 was $176,000 or $0.03 on a basic and diluted earnings per
share basis, as compared to a net loss of $928,000 or $0.13 on a basic and
diluted earnings per share basis, for the same period a year ago.

Discontinued Operations

The discontinued plastic compound segment reflected a pre-tax loss of $989,000
for the three-months ended September 30, 2005 as compared to pre-tax income of
$87,000 for the three-month period ended September 30, 2004. The major
contributing factors were:

      -     Net sales decreased from $3,987,000 during the three-month period
            ended September 30, 2004, compared to $1,828,000 for the three-month
            period ended September 30, 2005. All manufacturing production and
            shipping was discontinued on August 12, 2005.

      -     Cost of goods sold, increased 44.0% during the three-month period
            ended September 30, 2005 as compared to the same period in 2004. The
            fixed and variable expenses for the quarter ended September 30, 2005
            could not be fully absorbed and are reflected in the cost of goods
            sold as period costs.

      -     During the first fiscal quarter ended September 30, 2005, the
            Company recorded a $276,000 pre-tax charge for restructuring
            reflected in Compound segment costs. All of which was paid through
            September 30, 2005. This amount includes severance and other
            personnel related costs for 38 former employees. The Company
            estimates that total restructuring costs will be approximately
            $315,000.

In May 2005, the Company sold the machinery and equipment of the Compound
segment for approximately $625,000, which was $804,000 below book value and
recorded as a pre-tax charge to discontinued operations for asset impairment.
The pre-tax charge to operations for asset impairment was related to the


                                       17
<PAGE>

expected loss on the sale of all of the plastic compounds fixed assets -
primarily machinery and equipment located at the Eatontown, New Jersey
manufacturing facility. As a result of the sale, the compound business formerly
conducted by the Compound segment has been reflected in the Company's financial
statements as a discontinued operation for all periods presented, unless
otherwise indicated.

During fiscal 2005 and the first quarter of fiscal 2006, the Company also had
assets held for disposition with a recorded value of $1,111,000 consisting of
building and land in its former plastic compound segment. The net realized value
was excess of recorded value. On October 14, 2005 the building and land were
sold at a contract price of $3,200,000. The net proceeds of the sale were
approximately $2,900,000.

Liquidity and Capital Resources

Because we sell plastic containers used in seasonal industries such as lawn and
garden, we have seasonal sales like the rest of the industry. Due to these
seasonal fluctuations, we incur short term indebtedness to finance our working
capital requirements.

The Company's liquidity position and working capital remained adequate for the
three-month period ended September 30, 2005. Net working capital as of September
30, 2005 decreased to $16,497,000 from $19,253,000 as of June 30, 2005 as a
result of better working capital management. The current ratio of assets to
liabilities decreased from 2.6 at June 30, 2005 to 2.4 as of September 30, 2005
due primarily to the net decrease in inventories.

During the three-month period ended September 30, 2005, the Company generated
net cash from operating activities of $2,445,000 and proceeds from additional
equipment financing of $815,000. These funds were primarily used to acquire
capital assets of $502,000, reduce our debt under our revolving credit facility
by $1,981,000 and reduce long-term debt by $678,000.

Cash provided from inventories, net of reserves, during the three-month period
ended September 30, 2005 was $587,000 as compared to a use of funds in the
amount of $1,811,000 in the corresponding period a year ago. We reduced
inventories by initiating various strategic initiatives to enhance scheduling
and planning efficiencies and improving our purchasing procedures.

Cash used for prepaid expenses and other current assets during the three month
period ended September 30, 2005 was $109,000, a significant decrease from the
$1,045,000 used in the corresponding period of the prior year. The primary
contributing factor for this decrease related to the decrease in prepaid federal
income taxes.

Cash used to reduce our revolving credit line was $1,981,000 during the
three-month period ended September 30, 2005 compared to $776,000 of cash
provided during the three-month period ended September 30, 2004. This
significant variance can be related to the cash provided from operating
activities during the three-month period ended September 30, 2005 as compared to
the same period of a year ago.

Our short-term liquidity and short-term capital resources are projected to be
adequate to allow the Company to continue to meet financial obligations.
Management believes the financial resources available to the Company, including
internally generated funds and borrowings under our revolving credit facility,
will be sufficient to meet foreseeable working capital requirements. At
September 30, 2005, we had unused sources of liquidity


                                       18
<PAGE>

consisting of cash and cash equivalents of $476,000 and unused credit under a
revolving credit facility of $5,538,000.

Our revolving credit facility includes financial and other covenants, including
a minimum equity covenant and a fixed charge coverage covenant. As of September
30, 2005, we were in compliance with all applicable covenants, as amended. In
November 2004, the Company extended the PNC Bank Agreement to mature in 2007.
The terms and conditions are substantially the same as the original agreement,
although the total amount of the facility was reduced. In September 2005, our
revolving credit facility was renegotiated to amend the fixed charge coverage
and equity covenants to be more aligned with the anticipated operational
performance of the Company. The total senior secured credit facility was
approximately $28,500,000 at September 30, 2005.

We utilize revolving loan facilities for seasonal working capital needs and for
other general corporate purposes. We can use amounts available under revolving
loan facilities in excess of seasonal working capital needs to pursue our growth
strategy, particularly in PET product lines, and for other permitted purposes.

There were no material changes during the three months ended September 30, 2005
in the contractual obligations presented in the consolidated financial
statements in our annual report on Form 10-K for the fiscal year ended June 30,
2005 other than the changes in the PNC Bank Agreement discussed above.

The effective portion of the gain or loss on a derivative instrument (which
expired on September 30, 2005) that is designated and qualifies as a cash flow
hedge is reported as a component of other comprehensive income and reclassified
into earnings in the period or periods during which the hedged transaction
affects earnings.

Off-Balance Sheet Arrangements

There are no material off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition.

STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

Certain statements in this report are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements give current expectations or forecasts of future events and are not
guarantees of future performance. They are based on management's expectations,
and involve a number of business risks and uncertainties, any one of which could
cause actual results to differ materially from those expressed in or implied by
the forward-looking statements.

Forward-looking statements do not relate strictly to historic or current facts.
They use words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," and other words and terms of similar meaning in connection
with any discussion of future operating or financial performance. In particular,
these include statements relating to future actions; prospective changes in raw
material costs, product pricing or product demand; future performance or results
of current and anticipated market conditions and market strategies; sales
efforts; and financial results.

There are risks and uncertainties that may cause results to differ materially
from those set forth in the Company's forward-looking statements. It is not
possible to predict or identify all risk factors, but factors that could


                                       19
<PAGE>

cause such results to differ materially include changes in U.S., regional, or
world polymer growth rates affecting the Company's markets; changes in global
industry capacity or in the rate at which anticipated changes in capacity are
realized in the polyvinyl chloride or other industries in which the Company
participates; fluctuations in raw material prices, quality and supply and in
energy prices and supply, particularly fluctuations outside the normal range of
industry cycles, including as a result of Hurricane Katrina and Hurricane Rita;
an inability (for competitive reasons) to raise prices or sustain price
increases for products; and an inability to access the Company's revolving
credit facility.

The Company cannot guarantee that any forward-looking statement will be
realized, although management believes its plans and assumptions are prudent.
Should known or unknown risks or uncertainties materialize, or should the
assumptions underlying a forward-looking statement prove inaccurate, actual
results could vary materially from those anticipated, estimated or projected.

The Company undertakes no obligation to publicly update forward-looking
statements, whether as a result of new information, future events, or otherwise.
Investors should consult any further disclosures the Company makes on related
subjects in its filings with the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risks relating to our operations result primarily from changes in
interest rates. Interest rate pricing transactions are used only to the extent
considered necessary to meet our objectives. We do not utilize derivative
financial instruments for trading or other speculative purposes.

Our interest rate risk management objective is to limit the impact of interest
rate changes on our net income and cash flow and to reduce our overall borrowing
cost. We use variable rate swap agreements (which expired on October 1, 2005) to
manage our exposure to interest rate fluctuations. These agreements effectively
convert variable interest rates to fixed rates, enabling management to predict
interest expense and to avoid the risk of dramatic rate fluctuations.

As of September 30, 2005, the Company had total outstanding indebtedness of
$28,895,000. Of this amount, the total indebtedness subject to variable interest
rates was approximately $22,295,000. Based on the Company's September 30, 2005,
variable debt level, a 25 basis point increase or decrease in interest rates
would have had a $13,935 impact on interest expense for the quarter ended
September 30, 2005.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the
Company's principal executive officer and principal financial officer, the
Company has evaluated the effectiveness of its disclosure controls and
procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities
Exchange Act of 1934. Based upon that evaluation, the Company's principal
executive officer and principal financial officer have concluded that, as of the
end of the period covered by this Quarterly Report, our disclosure controls and
procedures were effective.

There were no changes to the Company's internal control over financial reporting
during the period covered by this Quarterly Report that have


                                       20
<PAGE>

materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.



PART II OTHER INFORMATION

Item 1. Legal Proceedings

There are no actions or claims pending against the Company, which, in the
opinion of management, would adversely affect the financial position, results of
operations or cash flows of the Company.

Item 5. Other Information

In September 2005, the Company and its subsidiaries entered into the Sixth
Amendment (the "Sixth Amendment"), effective June 30, 2005, to the Revolving
Credit, Term Loan and Security Agreement, dated as of November 27, 2001 (as
previously amended, the "Credit Agreement"), with PNC Bank, National
Association, as administrative agent (the "Agent"). The Sixth Amendment, among
other things, amended certain financial covenants of the Company and its
subsidiaries.

The Sixth Amendment is filed herewith as Exhibit 10.1. The foregoing description
of the Sixth Amendment is qualified in their entirety by reference to the full
text of such document, which is incorporated by reference herein.

Item 6. Exhibits

10.1 Sixth Amendment To Revolving Credit, Term Loan And Security Agreement

31.1 Certification of William J. Bergen, President, Chief Executive Officer,
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Jeffrey A. Shapiro, Senior Vice President, Chief Financial
Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of William J. Bergen, Chief Executive Officer, and Jeffrey
Shapiro, Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

                                       21
<PAGE>

                                   Signatures

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 duly authorized.

Date: November 14, 2005                 PVC Container Corporation
                                        /s/ William J. Bergen
                                        William J. Bergen
                                        President and Chief Executive Officer

Date: November 14, 2005                 PVC Container Corporation
                                        /s/ Jeffrey Shapiro
                                        Jeffrey Shapiro
                                        Chief Financial Officer


                                       22
<PAGE>

                                  Exhibit Index

10.1  Sixth Amendment To Revolving Credit, Term Loan And Security Agreement

31.1  Certification of William J. Bergen, President, Chief Executive Officer,
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2  Certification of Jeffrey A. Shapiro, Senior Vice President, Chief
      Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002

32    Certification of William J. Bergen, Chief Executive Officer, and Jeffrey
      A. Shapiro, Chief Financial Officer, Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


                                       23