<PAGE>
 
                                                      Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                                BWAY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             36-3624491
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         8607 Roberts Drive, Suite 250
                             Atlanta, Georgia 30350
                           Telephone:  (770) 587-0888
                    (Address of principal executive offices)
                                   __________

   BWAY CORPORATION SECOND AMENDED AND RESTATED 1995 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                                   __________

                           Blair G. Schlossberg, Esq.
                                General Counsel
                                BWAY Corporation
                         8607 Roberts Drive, Suite 250
                             Atlanta, Georgia 30350
                           Telephone:  (770) 645-4800
           (Name, address and telephone number of agent for service)

                                    Copy to:
                            William S. Kirsch, P.C.
                                Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                           Telephone:  (312) 861-2288

<TABLE>
<CAPTION>
                                      Calculation of Registration Fee
=====================================================================================================
                                               Proposed maximum     Proposed maximum     Amount of
 Title of securities to      Amount to be      offering price per   aggregate offering   registration
 be registered               registered        share (1)            price (1)            fee (1)
-----------------------------------------------------------------------------------------------------
<S>                       <C>                  <C>                  <C>                  <C> 
Common Stock, par         300,000 shares (3)       $15.9375             $4,781,250          $1,330
 value $0.01 per
 share (2)
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
    aggregate offering price and the amount of the registration fee based upon
    the high and low prices reported for the shares on the New York Stock
    Exchange on November 23, 1998.

(2) Includes associated preferred share purchase rights.

(3) 300,000 shares of Common Stock are being registered for issuance pursuant to
    the BWAY Corporation Second Amended and Restated 1995 Long-Term Incentive
    Plan.  BWAY Corporation previously registered on its Registration Statement
    on Form S-8 (File No. 333-21745) 1,125,000 shares of Common Stock (after
    giving effect to a 3-for-2 split of the Common Stock on September 22, 1997)
    that have been issued under, or are reserved for issuance pursuant to, the
    BWAY Corporation Second Amended and Restated 1995 Long-Term Incentive Plan.
<PAGE>
 
                           INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 relating to the BWAY Corporation
Second Amended and Restated 1995 Long-Term Incentive Plan is being filed to
register additional securities of the same class as other securities for which
an earlier-filed Registration Statement on Form S-8 relating to the BWAY
Corporation Amended and Restated 1995 Long-Term Incentive Plan is effective.
Pursuant to Instruction E on Form S-8, the contents of such earlier Registration
Statement on Form S-8 (File No. 333-21745) filed with the Securities and
Exchange Commission are incorporated in and made a part of this Registration
Statement by reference.  The total number of shares of Common Stock relating to
the BWAY Corporation Amended and Restated 1995 Long-Term Incentive Plan,
including the 300,000 shares in this shares in this registration statement, is
1,425,000.


                                    EXHIBITS

     The Exhibits to this Registration Statement are listed in the Exhibit Index
of this Registration Statement, which Exhibit Index is incorporated herein by
reference.
 
<PAGE>
 
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on November 25, 1998.

                                    BWAY CORPORATION

                                    By:     /s/ John M. Casey
                                        ---------------------------------------
                                    Name:   John M. Casey
                                    Title:  Executive Vice President and Chief
                                            Financial Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of John M. Casey and Blair G. Schlossberg
his true and lawful attorney-in-fact, each with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
(including his capacity as a director and/or officer of BWAY Corporation), to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed on November 25,
1998, by the following persons in the capacities indicated.

<TABLE>
<CAPTION>
        Signature                               Capacity
        ---------                               --------
<S>                           <C>

 
/s/ Warren J. Hayford                Chairman of the Board and Chief
-------------------------                   Executive Officer
  Warren J. Hayford                   (Principal Executive Officer)
 
 
 /s/ John T. Stirrup           President, Chief Operating Officer and Director
------------------------- 
   John T. Stirrup 


 /s/ James W. Milton               Executive Vice President and Director
------------------------- 
   James W. Milton 
</TABLE>
<PAGE>
 
<TABLE>
<S>                           <C>
 
 /s/ John M. Casey             Executive Vice President and Chief Financial
------------------------                         Officer
     John M. Casey                     (Principal Financial Officer)
 

 /s/ Kevin C. Kern                     Vice President and Corporate
------------------------                        Controller
     Kevin C. Kern                    (Principal Accounting Officer)

 
/s/ Thomas A. Donahoe                            Director
------------------------ 
   Thomas A. Donahoe 

 
/s/ Alexander P. Dyer                            Director
------------------------ 
   Alexander P. Dyer 
 

/s/ Jean-Pierre M. Ergas                         Director
------------------------ 
  Jean-Pierre M. Ergas 

  /s/ John E. Jones                              Director
------------------------ 
     John E. Jones     
 

  /s/ John W. Puth                               Director
------------------------ 
     John W. Puth

</TABLE>
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number   Description
-------  -----------                             
<C>      <S>                                                                 <C>
  4.1    Form of certificate representing shares of Common Stock of the      (2)
         Company
        
  4.2    Amended and Restated Certificate of Incorporation of the Company    (3)
        
  4.3    Amended and Restated By-laws of the Company                         (1)
       
  4.4    Rights Agreement dated as of June 9, 1995 between the Company       (1)
         and Harris Trust and Savings Bank, as Rights Agent
        
  4.5    Amendments to Rights Agreement dated as of February 12, 1996        (3)
         between the Company and Harris Trust and Savings Bank, as
         Rights Agent
       
  4.6    Amendment No. 2 to Rights Agreement dated as of August 19,          (4)
         1997 between the Company and Harris Trust and Savings Bank, as
         Rights Agent
       
  4.7    BWAY Corporation Second Amended and Restated 1995 Long-             (5)
         Term Incentive Plan
        
  4.8    Brockway Standard Holdings Corporation Formula Plan for Non-        (1)
         Employee Directors
        
  5.1    Opinion of Kirkland & Ellis
        
 23.1    Consent of Kirkland & Ellis (included in Exhibit 5.1)
       
 23.2    Consent of Deloitte & Touche LLP
       
 24.1    Powers of Attorney (included on the signature page of this
         Registration Statement)
</TABLE>
        
(1) Incorporated by reference to the Company's Registration Statement on Form 
    S-1 (File No. 33-91114).

(2) Incorporated by reference to the Company's Form 10-K for the fiscal year
    ending October 1, 1995 (File No. 0-26178).

(3) Incorporated by reference to the Company's Form 10-Q for the period ending
    March 31, 1996 (File No. 0-26178).

(4) Incorporated by reference to the Company's Form 10-K for the fiscal year
    ending September 28, 1997 (File No. 0-26178).

(5)  Incorporated by reference to the Company's Form 10-Q for the period ending
     March 28, 1998 (File No. 0-26178).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10905}]
{"company-data": {"conformed-name": "BWAY CORP", "cik": "0000943897", "assigned-sic": "3411", "irs-number": "363624491", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67925", "film-number": "98759006"}, "business-address": {"street1": "8607 ROBERTS DR", "street2": "STE 250", "city": "ATLANTA", "state": "GA", "zip": "30350", "phone": "4045870888"}, "mail-address": {"street1": "8607 ROBERTS DRIVE SUITE 250", "city": "ATLANTA", "state": "GA", "zip": "30350"}, "former-company": {"former-conformed-name": "BROCKWAY STANDARD HOLDINGS CORP", "date-changed": "19950413"}}
Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                                BWAY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             36-3624491
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         8607 Roberts Drive, Suite 250
                             Atlanta, Georgia 30350
                           Telephone:  (770) 587-0888
                    (Address of principal executive offices)
                                   __________

   BWAY CORPORATION SECOND AMENDED AND RESTATED 1995 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                                   __________

                           Blair G. Schlossberg, Esq.
                                General Counsel
                                BWAY Corporation
                         8607 Roberts Drive, Suite 250
                             Atlanta, Georgia 30350
                           Telephone:  (770) 645-4800
           (Name, address and telephone number of agent for service)

                                    Copy to:
                            William S. Kirsch, P.C.
                                Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                           Telephone:  (312) 861-2288
Calculation of Registration Fee
=====================================================================================================
                                               Proposed maximum     Proposed maximum     Amount of
 Title of securities to      Amount to be      offering price per   aggregate offering   registration
 be registered               registered        share (1)            price (1)            fee (1)
-----------------------------------------------------------------------------------------------------
Common Stock, par         300,000 shares (3)       $15.9375             $4,781,250          $1,330
 value $0.01 per
 share (2)
-----------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
    aggregate offering price and the amount of the registration fee based upon
    the high and low prices reported for the shares on the New York Stock
    Exchange on November 23, 1998.

(2) Includes associated preferred share purchase rights.

(3) 300,000 shares of Common Stock are being registered for issuance pursuant to
    the BWAY Corporation Second Amended and Restated 1995 Long-Term Incentive
    Plan.  BWAY Corporation previously registered on its Registration Statement
    on Form S-8 (File No. 333-21745) 1,125,000 shares of Common Stock (after
    giving effect to a 3-for-2 split of the Common Stock on September 22, 1997)
    that have been issued under, or are reserved for issuance pursuant to, the
    BWAY Corporation Second Amended and Restated 1995 Long-Term Incentive Plan.
INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 relating to the BWAY Corporation
Second Amended and Restated 1995 Long-Term Incentive Plan is being filed to
register additional securities of the same class as other securities for which
an earlier-filed Registration Statement on Form S-8 relating to the BWAY
Corporation Amended and Restated 1995 Long-Term Incentive Plan is effective.
Pursuant to Instruction E on Form S-8, the contents of such earlier Registration
Statement on Form S-8 (File No. 333-21745) filed with the Securities and
Exchange Commission are incorporated in and made a part of this Registration
Statement by reference.  The total number of shares of Common Stock relating to
the BWAY Corporation Amended and Restated 1995 Long-Term Incentive Plan,
including the 300,000 shares in this shares in this registration statement, is
1,425,000.

                                    EXHIBITS

     The Exhibits to this Registration Statement are listed in the Exhibit Index
of this Registration Statement, which Exhibit Index is incorporated herein by
reference.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on November 25, 1998.

                                    BWAY CORPORATION

                                    By:     /s/ John M. Casey
                                        ---------------------------------------
                                    Name:   John M. Casey
                                    Title:  Executive Vice President and Chief
                                            Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of John M. Casey and Blair G. Schlossberg
his true and lawful attorney-in-fact, each with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
(including his capacity as a director and/or officer of BWAY Corporation), to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed on November 25,
1998, by the following persons in the capacities indicated.
Signature                               Capacity
        ---------                               --------
/s/ Warren J. Hayford                Chairman of the Board and Chief
-------------------------                   Executive Officer
  Warren J. Hayford                   (Principal Executive Officer)
 
 
 /s/ John T. Stirrup           President, Chief Operating Officer and Director
------------------------- 
   John T. Stirrup 

 /s/ James W. Milton               Executive Vice President and Director
------------------------- 
   James W. Milton
/s/ John M. Casey             Executive Vice President and Chief Financial
------------------------                         Officer
     John M. Casey                     (Principal Financial Officer)
 

 /s/ Kevin C. Kern                     Vice President and Corporate
------------------------                        Controller
     Kevin C. Kern                    (Principal Accounting Officer)

 
/s/ Thomas A. Donahoe                            Director
------------------------ 
   Thomas A. Donahoe 

 
/s/ Alexander P. Dyer                            Director
------------------------ 
   Alexander P. Dyer 
 

/s/ Jean-Pierre M. Ergas                         Director
------------------------ 
  Jean-Pierre M. Ergas 

  /s/ John E. Jones                              Director
------------------------ 
     John E. Jones     
 

  /s/ John W. Puth                               Director
------------------------ 
     John W. Puth
INDEX TO EXHIBITS
Exhibit
Number   Description
-------  -----------
4.1    Form of certificate representing shares of Common Stock of the      (2)
         Company
        
  4.2    Amended and Restated Certificate of Incorporation of the Company    (3)
        
  4.3    Amended and Restated By-laws of the Company                         (1)
       
  4.4    Rights Agreement dated as of June 9, 1995 between the Company       (1)
         and Harris Trust and Savings Bank, as Rights Agent
        
  4.5    Amendments to Rights Agreement dated as of February 12, 1996        (3)
         between the Company and Harris Trust and Savings Bank, as
         Rights Agent
       
  4.6    Amendment No. 2 to Rights Agreement dated as of August 19,          (4)
         1997 between the Company and Harris Trust and Savings Bank, as
         Rights Agent
       
  4.7    BWAY Corporation Second Amended and Restated 1995 Long-             (5)
         Term Incentive Plan
        
  4.8    Brockway Standard Holdings Corporation Formula Plan for Non-        (1)
         Employee Directors
        
  5.1    Opinion of Kirkland & Ellis
        
 23.1    Consent of Kirkland & Ellis (included in Exhibit 5.1)
       
 23.2    Consent of Deloitte & Touche LLP
       
 24.1    Powers of Attorney (included on the signature page of this
         Registration Statement)
(1) Incorporated by reference to the Company's Registration Statement on Form 
    S-1 (File No. 33-91114).

(2) Incorporated by reference to the Company's Form 10-K for the fiscal year
    ending October 1, 1995 (File No. 0-26178).

(3) Incorporated by reference to the Company's Form 10-Q for the period ending
    March 31, 1996 (File No. 0-26178).

(4) Incorporated by reference to the Company's Form 10-K for the fiscal year
    ending September 28, 1997 (File No. 0-26178).

(5)  Incorporated by reference to the Company's Form 10-Q for the period ending
     March 28, 1998 (File No. 0-26178).