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


                                    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)
                                   __________

          BROCKWAY STANDARD (OHIO), INC. BARGAINING UNIT SAVINGS PLAN
                            (Full title of the plan)
                                   __________

                           Blair G. Schlossberg, Esq.
                                General Counsel
                                BWAY Corporation
                         8607 Roberts Drive, Suite 250
                             Atlanta, Georgia 30350
                           Telephone:  (770) 587-0888
           (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
<TABLE>
<CAPTION>
==================================================================================================== 
                                              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         25,000 shares (3)        $19.63              $490,750           $148.71  
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 October 24, 1997.

(2)  Includes associated preferred share purchase rights.

(3)  In addition, pursuant to Rule 416(c) under the Securities Exchange Act of
     1933, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


  The documents containing information specified in Part I (plan information and
registrant information) will be sent or given to each employee of Brockway
Standard (Ohio), Inc. eligible to participate (a "Participant") in the Brockway
Standard (Ohio), Inc. Bargaining Unit Savings Plan (the "Plan") as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

  The following documents filed by BWAY Corporation (the "Company" or the
"Registrant") and the Plan with the Commission are incorporated in and made a
part of this Registration Statement by reference, as of their respective dates:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     September 29, 1996 (File No. 0-26178).

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
     periods ended December 29, 1996 (File No. 0-26178), March 31, 1997 (File
     No. 0-26178) and June 29, 1997 (File No. 0-26178) and the Registrant's
     Current Reports on Form 8-K dated October 28, 1996, filed November 12, 1996
     (File No. 0-26178) and dated March 25, 1997, filed April 1, 1997 (File No.
     0-26178).

     (c)  The description of the Registrant's common stock and preferred share
     purchase rights under the caption "Item 1. Description of Registrant's
     Securities to be Registered" contained in each of the Registrant's
     Registration Statements on Form 8-A (File No. 0-26178) that were filed with
     the Commission on November 5, 1996 pursuant to the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), including any amendments or
     reports filed for the purpose of updating such descriptions.

     (d)  All reports and other documents filed by the Registrant and the Plan
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
     subsequent to the date of this Registration Statement and prior to the
     filing of a post-effective amendment which indicates that all securities
     offered hereby have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference herein
     and to be a part hereof from the date of the filing of such reports and
     documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

  Not applicable.
<PAGE>
 
Item 5.  Interests of Named Experts and Counsel.

  Not applicable.

Item 6.  Indemnification of Directors and Officers.

  The Company is incorporated under the laws of the State of Delaware. Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorney's fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

  The certificate of incorporation, as amended, of the Company provides that no
director of the Company shall be liable to the Company or its stockholders for
monetary damages arising from a breach of fiduciary duty owed to the Company or
its stockholders. In addition, the Company's certificate of incorporation, as
amended, provides for the indemnification of directors and officers of the
Company to the fullest extent permitted by the General Corporation Law of the
State of Delaware.

  Article V of the by-laws of the Company provides that, to the fullest extent
permitted by the General Corporation Law of the State of Delaware, no director
or the Company shall be liable to the Company or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Company or its
stockholders. Article V of the by-laws of the Company further provides that the
Company shall indemnify, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director or officer of such corporation,
or is or was serving at the request of the Company as a director, officer or
member of another corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding and such
indemnification shall continue as to an indemnitee who has ceased to a be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators. Article V of the by-laws of
the Company further provides that any person serving as a director, officer,
employee or agent of another corporation, partnership, joint venture or other
enterprise, at least 50% of whose equity interests are owned by the Company,
shall be conclusively presumed to be serving in such capacity at the request of
the Company and, hence, subject to indemnification by the Company.

  Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

  Article V of the by-laws of the Company further provides that the Company may
purchase and maintain insurance

                                       2
<PAGE>
 
on its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the Company or was serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity,
whether or not the Company would have the power to indemnify such person against
such liability under Article V of its by-laws.

  All of the directors and officers of the Company are covered by insurance
policies maintained and held in effect by the Company against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  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.

  The undersigned Registrant will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

  (a) The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:

          (i)   To include any prospectus required by section 10(a)(3) of the
      Securities Act;

          (ii)  To reflect in the prospectus any facts or events arising after
      the effective date of the Registration Statement (or the most recent post-
      effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement;

          (iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the Registration Statement or any
      material change to such information in the Registration Statement;

  provided, however, that the undertakings set forth in paragraphs (i) and (ii)
  above do not apply if the Registration Statement is on Form S-3, Form S-8 or
  Form F-3, and the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of
  the offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of the Plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein,

                                       3
<PAGE>
 
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
           
                                       4
<PAGE>
 
                                  SIGNATURES


The Registrant.

     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 October 31, 1997.


                                    BWAY CORPORATION

                                    By: /s/ David P. Hayford
                                        -------------------------------
                                    Name:  David P. Hayford
                                    Title: Senior 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 David P. Hayford 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 October 31,
1997, by the following persons in the capacities indicated.

<TABLE>
<CAPTION>
             Signature                             Capacity
             ---------                             --------
<S>                                 <C>
                                         Chairman of the Board, Chief
/s/ Warren J. Hayford                   Executive Officer and Directors
-------------------------------
    Warren J. Hayford


                                     President, Chief Operating Officer and
/s/ John T. Stirrup                  Director (Principal Executive Officer)
-------------------------------
    John T. Stirrup

 
/s/ James W. Milton                  Executive Vice President and Director
-------------------------------
    James W. Milton


                                    Senior Vice President and Chief Financial
/s/ David P. Hayford                  Officer (Principal Financial Officer)
-------------------------------
    David P. Hayford
 
 

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



 
/s/ Thomas A. Donahoe                                Director
-------------------------------
    Thomas A. Donahoe
</TABLE>

                                       
<PAGE>
 
<TABLE>
<CAPTION> 
<S>                                              <C>
 
/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>
 
The Plan.

     Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator for the Plan has caused this registration statement to be signed
on the Plan's behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on October 31, 1997.



                                 BROCKWAY STANDARD (OHIO), INC.
                                 BARGAINING UNIT SAVINGS PLAN


                                 By: /s/ David P. Hayford
                                 ----------------------------------------
                                 Name:  David P. Hayford
                                 Title: Member, Brockway Standard (Ohio),
                                        Inc. Benefits Committee

<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
Exhibit
Number         Description                                                                        Sequentially Numbered Page
-----          -----------                                                                        --------------------------
<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            Brockway Standard (Ohio), Inc. Bargaining Unit Savings Plan

23.1           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 respective exhibit to the Company's
     Registration Statement No. 33-91114.

(2)  Incorporated by reference to the respective exhibit 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 respective exhibit to the Company's Form
     10-Q for the period ending March 31, 1996 (File No. 0-26178).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23941}]
{"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": "333-39225", "film-number": "97705756"}, "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-
--------------------------------------------------------------------------------

                                    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)
                                   __________

          BROCKWAY STANDARD (OHIO), INC. BARGAINING UNIT SAVINGS PLAN
                            (Full title of the plan)
                                   __________

                           Blair G. Schlossberg, Esq.
                                General Counsel
                                BWAY Corporation
                         8607 Roberts Drive, Suite 250
                             Atlanta, Georgia 30350
                           Telephone:  (770) 587-0888
           (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         25,000 shares (3)        $19.63              $490,750           $148.71  
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 October 24, 1997.

(2)  Includes associated preferred share purchase rights.

(3)  In addition, pursuant to Rule 416(c) under the Securities Exchange Act of
     1933, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The documents containing information specified in Part I (plan information and
registrant information) will be sent or given to each employee of Brockway
Standard (Ohio), Inc. eligible to participate (a "Participant") in the Brockway
Standard (Ohio), Inc. Bargaining Unit Savings Plan (the "Plan") as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

  The following documents filed by BWAY Corporation (the "Company" or the
"Registrant") and the Plan with the Commission are incorporated in and made a
part of this Registration Statement by reference, as of their respective dates:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     September 29, 1996 (File No. 0-26178).

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarterly
     periods ended December 29, 1996 (File No. 0-26178), March 31, 1997 (File
     No. 0-26178) and June 29, 1997 (File No. 0-26178) and the Registrant's
     Current Reports on Form 8-K dated October 28, 1996, filed November 12, 1996
     (File No. 0-26178) and dated March 25, 1997, filed April 1, 1997 (File No.
     0-26178).

     (c)  The description of the Registrant's common stock and preferred share
     purchase rights under the caption "Item 1. Description of Registrant's
     Securities to be Registered" contained in each of the Registrant's
     Registration Statements on Form 8-A (File No. 0-26178) that were filed with
     the Commission on November 5, 1996 pursuant to the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), including any amendments or
     reports filed for the purpose of updating such descriptions.

     (d)  All reports and other documents filed by the Registrant and the Plan
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
     subsequent to the date of this Registration Statement and prior to the
     filing of a post-effective amendment which indicates that all securities
     offered hereby have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference herein
     and to be a part hereof from the date of the filing of such reports and
     documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

  Not applicable.
Item 5.  Interests of Named Experts and Counsel.

  Not applicable.

Item 6.  Indemnification of Directors and Officers.

  The Company is incorporated under the laws of the State of Delaware. Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorney's fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

  The certificate of incorporation, as amended, of the Company provides that no
director of the Company shall be liable to the Company or its stockholders for
monetary damages arising from a breach of fiduciary duty owed to the Company or
its stockholders. In addition, the Company's certificate of incorporation, as
amended, provides for the indemnification of directors and officers of the
Company to the fullest extent permitted by the General Corporation Law of the
State of Delaware.

  Article V of the by-laws of the Company provides that, to the fullest extent
permitted by the General Corporation Law of the State of Delaware, no director
or the Company shall be liable to the Company or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Company or its
stockholders. Article V of the by-laws of the Company further provides that the
Company shall indemnify, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director or officer of such corporation,
or is or was serving at the request of the Company as a director, officer or
member of another corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding and such
indemnification shall continue as to an indemnitee who has ceased to a be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators. Article V of the by-laws of
the Company further provides that any person serving as a director, officer,
employee or agent of another corporation, partnership, joint venture or other
enterprise, at least 50% of whose equity interests are owned by the Company,
shall be conclusively presumed to be serving in such capacity at the request of
the Company and, hence, subject to indemnification by the Company.

  Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

  Article V of the by-laws of the Company further provides that the Company may
purchase and maintain insurance

                                       2
on its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the Company or was serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity,
whether or not the Company would have the power to indemnify such person against
such liability under Article V of its by-laws.

  All of the directors and officers of the Company are covered by insurance
policies maintained and held in effect by the Company against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  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.

  The undersigned Registrant will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

  (a) The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:

          (i)   To include any prospectus required by section 10(a)(3) of the
      Securities Act;

          (ii)  To reflect in the prospectus any facts or events arising after
      the effective date of the Registration Statement (or the most recent post-
      effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement;

          (iii) To include any material information with respect to the plan of
      distribution not previously disclosed in the Registration Statement or any
      material change to such information in the Registration Statement;

  provided, however, that the undertakings set forth in paragraphs (i) and (ii)
  above do not apply if the Registration Statement is on Form S-3, Form S-8 or
  Form F-3, and the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports filed by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of
  the offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of the Plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein,

                                       3
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
           
                                       4
SIGNATURES

The Registrant.

     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 October 31, 1997.

                                    BWAY CORPORATION

                                    By: /s/ David P. Hayford
                                        -------------------------------
                                    Name:  David P. Hayford
                                    Title: Senior 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 David P. Hayford 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 October 31,
1997, by the following persons in the capacities indicated.
Signature                             Capacity
             ---------                             --------
Chairman of the Board, Chief
/s/ Warren J. Hayford                   Executive Officer and Directors
-------------------------------
    Warren J. Hayford

                                     President, Chief Operating Officer and
/s/ John T. Stirrup                  Director (Principal Executive Officer)
-------------------------------
    John T. Stirrup

 
/s/ James W. Milton                  Executive Vice President and Director
-------------------------------
    James W. Milton

                                    Senior Vice President and Chief Financial
/s/ David P. Hayford                  Officer (Principal Financial Officer)
-------------------------------
    David P. Hayford
 
 

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

 
/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
The Plan.

     Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator for the Plan has caused this registration statement to be signed
on the Plan's behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on October 31, 1997.

                                 BROCKWAY STANDARD (OHIO), INC.
                                 BARGAINING UNIT SAVINGS PLAN

                                 By: /s/ David P. Hayford
                                 ----------------------------------------
                                 Name:  David P. Hayford
                                 Title: Member, Brockway Standard (Ohio),
                                        Inc. Benefits Committee
INDEX TO EXHIBITS
Exhibit
Number         Description                                                                        Sequentially Numbered Page
-----          -----------                                                                        --------------------------
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            Brockway Standard (Ohio), Inc. Bargaining Unit Savings Plan

23.1           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 respective exhibit to the Company's
     Registration Statement No. 33-91114.

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