SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12

LIQUI-BOX CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
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the offsetting fee was paid previously. Identify the previous
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LIQUI-BOX CORPORATION
POST OFFICE BOX 494
6950 WORTHINGTON-GALENA ROAD
WORTHINGTON, OHIO 43085-0494
TELEPHONE: (614) 888-9280

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

---------------------

To the Shareholders of
LIQUI-BOX CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of Liqui-Box Corporation ("Liqui-Box") will be held at the Hilton
Columbus (Easton), 3900 Chagrin Drive, Columbus, Ohio, on Thursday, April 19,
2001, at 9:00 a.m. (local time) for the following purposes:

1. To elect three (3) directors to serve for terms of two years each.

2. To transact such other business as may properly come before the Annual
Meeting or any postponement(s) or adjournment(s) thereof.

The close of business on February 23, 2001 has been fixed as the record date
for determining the shareholders entitled to receive notice of, and to vote at,
the Annual Meeting. A copy of Liqui-Box's Annual Report for its 2000 fiscal year
accompanies this Notice.

By Order of the Board of Directors,

Samuel N. Davis
VICE CHAIRMAN AND SECRETARY

Dated: March 19, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE FILL IN, SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.

LIQUI-BOX CORPORATION
POST OFFICE BOX 494
6950 WORTHINGTON-GALENA ROAD
WORTHINGTON, OHIO 43085-0494
TELEPHONE: (614) 888-9280

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PROXY STATEMENT

---------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Liqui-Box Corporation
("Liqui-Box") for use at the Annual Meeting of Shareholders of Liqui-Box (the
"Annual Meeting") to be held on April 19, 2001, and at any postponement(s) or
adjournment(s) thereof. Common shares represented by properly executed proxies
that are returned to Liqui-Box will be voted at the Annual Meeting. Where a
choice is specified by the shareholder, the proxy will be voted in accordance
with such choice. Any proxy may be revoked at any time insofar as it has not
been exercised provided notice of revocation of the proxy is received by the
Secretary of Liqui-Box either in writing or in open meeting, or by sending in a
later-dated proxy. If you attend the Annual Meeting and want to vote in person,
you can request that your previously submitted proxy not be used. However,
attendance at the Annual Meeting will not, in itself, constitute revocation of
your proxy.

This Proxy Statement and the accompanying proxy were first sent or given to
shareholders on or about March 19, 2001.

February 23, 2001, has been fixed as the record date for the determination
of shareholders entitled to notice of and to vote at the Annual Meeting or any
postponement(s) or adjournment(s) thereof. On the record date, 4,390,754 common
shares of Liqui-Box were outstanding and entitled to be voted at the Annual
Meeting. The holders of common shares entitling them to exercise a majority of
the voting power of Liqui-Box, present in person or represented by proxy, will
constitute a quorum for the Annual Meeting.

Common shares represented by signed proxies that are returned to Liqui-Box
will be counted toward the quorum in all matters even though they are marked as
"Withhold Authority" in respect of the election of directors or they are not
marked at all. Broker/dealers who hold their customers' common shares in street
name may, under the applicable rules of the exchange or other self-regulatory
organizations of which the broker/dealers are members, sign and submit proxies
for such street name common shares and may vote such common shares on routine
matters, which, under such rules, typically include the election of directors.
But broker/dealers may not vote such common shares on other matters, which
typically include approval of significant corporate transactions such as
adoption of amendments to the articles of incorporation or code of regulations
and the approval of stock compensation plans, without specific instructions from
the customer who owns such common shares. Proxies signed and submitted by
broker/dealers which have not been voted on certain matters as described in the
previous sentence are referred to as "broker non-votes". Such proxies count
toward the establishment of a quorum.

As of February 23, 2001, there were 4,390,754 Liqui-Box common shares
outstanding and entitled to be voted at the Annual Meeting. Each shareholder is
entitled to one vote for each common share held and has cumulative voting rights
in the election of directors. A shareholder wishing to exercise

cumulative voting must so notify the President or the Secretary of Liqui-Box in
writing not less than forty-eight hours before the time fixed for holding the
Annual Meeting. If cumulative voting is requested properly, each shareholder
will have a number of votes equal to the number of directors to be elected
multiplied by the number of common shares owned by him and will be entitled to
distribute his votes among the nominees as he sees fit. If cumulative voting is
requested as described above, the enclosed proxy would grant discretionary
authority to the proxies named therein to cumulate votes and to distribute the
votes among the nominees for election as they see fit. The expense of preparing,
printing and mailing proxy materials to Liqui-Box shareholders and the cost of
solicitation of proxies will be borne by Liqui-Box. In addition to the use of
the mails, officers, directors and regular employees of Liqui-Box may solicit
proxies personally or by telephone, e-mail or facsimile. Officers, directors and
regular employees of Liqui-Box who assist with such solicitation will receive no
additional compensation for their services. Liqui-Box will reimburse brokerage
houses and other nominees for their reasonable expenses in forwarding proxy
materials to beneficial owners of Liqui-Box common shares.

A proxy for use in connection with the Annual Meeting is enclosed.
Shareholders holding Liqui-Box common shares in "street name" with a broker,
bank or other holder of record should review the information provided to them by
such holder of record. This information will set forth the procedures to be
followed in instructing the holder of record as to how to vote your "street
name" common shares and how to revoke previously given instructions. If a
shareholder is a participant in the Liqui-Box Corporation Employees' Stock
Ownership Plan (the "Liqui-Box ESOP"), the shareholder is entitled to instruct
the trustee as to how to vote the common shares held in the shareholder's
account. Such shareholder may receive his form of proxy separately from the
trustee for the Liqui-Box ESOP.

PRINCIPAL HOLDERS OF SECURITIES

The following table sets forth certain information, as of February 23, 2001,
concerning the beneficial ownership of Liqui-Box's common shares by the only
persons known to Liqui-Box to own beneficially more than five percent (5%) of
the outstanding common shares of Liqui-Box:

COMMON SHARES OF
LIQUI-BOX
BENEFICIALLY OWNED (1)(2)
NAME AND ADDRESS --------------------------
OF BENEFICIAL OWNER AMOUNT % OF TOTAL
- ------------------- ---------- ----------

Samuel B. Davis........................................ 1,619,032(3) 35.8%
6950 Worthington-Galena Road
P. O. Box 494
Worthington, Ohio 43085

Kayne Anderson Investment Management, LLC.............. 254,003(4) 5.8%
1800 Avenue of the Stars
Second Floor
Los Angeles, CA 90067

- ------------------------

(1) Sole voting and investment power, unless otherwise indicated.

(2) The percent of total is based upon the sum of 4,390,754 common shares
outstanding on February 23, 2001 and the number of common shares, if any, as
to which the named person has the right to acquire beneficial ownership upon
the exercise of "presently exercisable options". Under the rules of the
Securities and Exchange Commission (the "SEC"), options which become
exercisable during the next 60 days are deemed to be "presently exercisable
options".

(3) Includes 137,067 common shares subject to presently exercisable options and
69,136 common shares held for the account of Mr. Davis in the Liqui-Box
ESOP. Supplemental Retirement Discounted Options become exercisable upon
termination of employment. For purposes of determining presently exercisable
options, it is assumed that Mr. Davis will not terminate his employment with
Liqui-Box during the next 60 days. Also includes 490,113 common shares held
by Mr. Davis as the Successor Trustee under the S.S. Davis Residual Trust.
Also includes 127,027 common shares deposited with Mr. Davis in his capacity
as voting trustee of a trust that expires on September 29, 2003. Mr. Davis
exercises sole voting power, but has no investment power, with respect to
the common shares deposited in the trust. Mr. Davis holds the right of first
refusal on the disposal of these common shares. Does not include 11,643
common shares as to which the wife of Mr. Davis has sole voting and
investment power.

(4) Based upon information contained in a Form 13G/A filed with the SEC on
February 14, 2001. Kayne Anderson Investment Management, LLC, a registered
investment adviser, has shared investment and shared voting power with
respect to 254,003 common shares.

The following table sets forth, as of February 23, 2001, certain information
with respect to Liqui-Box's common shares owned beneficially by each director of
Liqui-Box, by each nominee for election as a director of Liqui-Box, by each
executive officer of Liqui-Box named in the SUMMARY COMPENSATION TABLE and by
all directors and executive officers of Liqui-Box as a group:

COMMON SHARES OF LIQUI-BOX
BENEFICIALLY-OWNED(1)(2)(3)
-----------------------------
NAME OF BENEFICIAL OWNER AMOUNT % OF TOTAL(4)
- ------------------------ ---------- -------------

Samuel B. Davis.................................... 1,619,032(5) 35.8%
Samuel N. Davis.................................... 119,592(6) 2.7%
Stewart M. Graves.................................. 10,000(7) 0.2%
C. William McBee................................... 61,593(8) 1.4%
Russell M. Gertmenian.............................. 2,600(9) 0.0%
Charles R. Coate................................... 2,593 0.0%
Carl J. Aschinger.................................. 593 0.0%
John Trostheim..................................... 200 0.0%
Robert L. Zieg..................................... 100 0.0%
All directors and executive officers as a group
(9 persons)...................................... 1,816,303(10) 39.6%

- ------------------------

(1) All fractional common shares have been rounded.

(2) Sole voting and investment power, unless otherwise indicated.

(3) Supplemental Retirement Discounted Options become exercisable upon
termination of employment. Under SEC rules, options that become exercisable
during the next 60 days are deemed to be "presently exercisable options".
For purposes of determining presently exercisable options, it is assumed
that no current executive officer will terminate his employment with
Liqui-Box during the next 60 days.

(4) See footnote (2) to the preceding table.

(5) See footnote (3) to the preceding table.

(6) Includes 10,439 common shares subject to presently exercisable options and
447 common shares held for his account in the Liqui-Box ESOP. Also includes
10,360 common shares held in an indirect trust as to which he has no voting
power and shared investment power. Does not include 7,976 common shares as
to which his wife has sole voting and investment power.

(7) Includes 10,000 common shares subject to presently exercisable options.

(8) Includes 30,648 common shares subject to presently exercisable options and
1,545 common shares held for his account in the Liqui-Box ESOP.

(9) Includes 1,600 common shares currently held as custodian for his son.

(10) Includes, as to all directors and executive officers of Liqui-Box as a
group, 188,154 common shares subject to presently exercisable options and
an aggregate of 71,128 common shares held for their respective accounts in
the Liqui-Box ESOP.

ELECTION OF DIRECTORS

Pursuant to the Code of Regulations of Liqui-Box, as amended (the "Liqui-Box
Code"), the authorized number of directors of Liqui-box has been set at 7,
divided into two classes of three and four directors, respectively, with regular
two-year staggered terms. The election of each class of directors is a separate
election. At the Annual Meeting, three directors will be elected, each to hold
office until the 2003 Annual Meeting of Shareholders and until his successor is
duly elected and qualified or his earlier resignation, removal from office or
death. It is the intention of the persons named as proxies in the accompanying
form of proxy to vote the common shares represented by such proxy for the
election as directors of the persons named in the following table unless the
proxy is marked otherwise. In case any person named in the table is unable to
serve or is unwilling to accept nomination or election (which is not
anticipated), the persons named as proxies in the accompanying proxy will vote
the common shares represented by such proxy for one or more substitute nominees
designated by the present Board of Directors. Under Ohio law and the Liqui-Box
Code, the three nominees for election as directors in the class whose terms
expire in 2003 receiving the greatest number of votes will be elected as
directors. Common shares as to which the voting authority is withheld will be
counted for quorum purposes but will not be counted toward the election of
directors or toward the election of individual nominees specified on the form of
proxy.

The following individuals have been nominated by the Board of Directors of
Liqui-Box for election to the class of directors whose terms expire in 2003:

POSITIONS WITH LIQUI-BOX, PRINCIPAL OCCUPATION DIRECTOR OF
NAME AGE AND OTHER DIRECTORSHIPS LIQUI-BOX SINCE
- ---- -------- ---------------------------------------------- ---------------

Carl J. Aschinger, Jr.... 62 Chairman and Chief Executive Officer of The 1985
Columbus Showcase Company, a manufacturer of
retail showcases in Columbus, Ohio
Charles R. Coate........ 59 Vice President of Wheeling National Bank, 1995
Columbus, Ohio
Samuel N. Davis......... 36 Vice Chairman and Secretary of Liqui-Box 1997

The term for the following directors will continue after the Annual Meeting
until the 2002 Annual Meeting of Shareholders:

POSITIONS WITH LIQUI-BOX, PRINCIPAL OCCUPATION DIRECTOR OF
NAME AGE AND OTHER DIRECTORSHIPS LIQUI-BOX SINCE
- ---- -------- ---------------------------------------------- ---------------

Samuel B. Davis......... 59 Chairman, Chief Executive Officer, and 1977
Treasurer of Liqui-Box
Russell M.Gertmenian.... 53 Partner of Vorys, Sater, Seymour and Pease 1995
LLP, a law firm; Director of AirNet Systems,
Inc., a national courier system; Director of
Abercrombie & Fitch Co., Inc., a clothing
retailer
John Trostheim.......... 55 President of ABB Industrial Systems, Inc., 2000
Automation Products Group, an engineering firm
in Cleveland, Ohio
Robert L. Zieg.......... 67 Assistant General Counsel, Battelle Memorial 2000
Institute, a research, development and
commercialization of technology firm in
Columbus, Ohio

SAMUEL B. DAVIS is the father of Samuel N. Davis.

SAMUEL N. DAVIS became Vice Chairman and Secretary of Liqui-Box in October,
2000. From April 1996 until October 2000 he served as Vice President,
Development of Liqui-Box. From September 1995 until April 1996 and prior to
January 1993, Mr. Davis held various offices with Liqui-Box.

Each other director or nominee for election as a director has had the same
principal occupation for the past five years.

CHARLES R. COATE, a director of Liqui-Box, was Vice President of Fifth Third
Bank until June 1999. He has been Vice President of Wheeling National Bank since
June 2000.

RUSSELL M. GERTMENIAN, a director of Liqui-Box, is a partner in the law firm
of Vorys, Sater, Seymour and Pease LLP, which rendered legal services to
Liqui-Box during the 2000 fiscal year and continues to render legal services to
Liqui-Box during the 2001 fiscal year.

COMMITTEES OF THE BOARD OF DIRECTORS

During 2000, there was one meeting of Liqui-Box's Board of Directors. In
addition, there were numerous telephone and in person conversations with each of
the directors individually about various matters regarding Liqui-Box. All of the
incumbent directors attended the formal meeting held by the Board of Directors
during the period and, if applicable, all meetings held by the committee of the
Board of Directors on which he served.

Liqui-Box has an Audit Committee consisting of Carl J. Aschinger, Jr. and
Russell M. Gertmenian. The Audit Committee met three times during 2000. Its
function is to review the adequacy of Liqui-Box's system of internal controls,
to investigate the scope and adequacy of the work of Liqui-Box's auditors and to
recommend to the Board a firm to serve as Liqui-Box's independent auditors. The
Liqui-Box Board of Directors has adopted and approved a charter for the Audit
Committee, a copy of which is attached to this proxy statement as Appendix A.
Under rules recently adopted by the NASD, the Audit Committee must have a
minimum of three members who are "independent" directors no later than June 14,
2001. Liqui-Box intends to satisfy the new audit committee structure and
membership requirements prior to that date. As defined under the new NASD rules,
Mr. Aschinger may be deemed, and Mr. Gertmenian may not be deemed, to be an
independent director.

Liqui-Box does not have a compensation committee or a nominating committee
separate from the Board of Directors as a whole.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF LIQUI-BOX'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THIS REPORT AND THE GRAPH
SET FORTH ON PAGE 11 SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.

The Board of Directors makes decisions on compensation of Liqui-Box's
executive officers, except that the Stock Option Committee makes decisions on
the grant of stock options. Set forth below is a report of the Board addressing
Liqui-Box's compensation policies as they affect Samuel B. Davis, the Chief
Executive Officer ("CEO"), Samuel N. Davis, and Stewart M. Graves, the other
current executive officers of Liqui-Box.

COMPENSATION PRINCIPLES

Liqui-Box's executive compensation program has existed in its present form
for approximately fifteen years and consists of base salary, a bonus based on
pretax profits payable under the Liqui-Box Corporation Profit Participation Plan
(the "Liqui-Box PPP"), contributions to various savings and stock ownership
programs and stock options.

Liqui-Box recognizes the need for executive compensation to be directly
reflective of corporate earnings performance. As such, the philosophy has been
for many years, and continues to be, that base salary should constitute a small
portion of an executive officer's total compensation package with the largest
portion of his compensation being based on an allocated percentage of pretax
profits under the Liqui-Box PPP. This practice applies to the majority of
Liqui-Box employees, with the exception that, at lower levels of responsibility,
a greater portion of compensation is base salary with less of the employee's
total compensation being tied to profit.

Under the Liqui-Box PPP, pretax profits are calculated quarterly for the
first three quarters and are estimated in December for the fourth quarter.
Liqui-Box applies a fixed percentage to each quarter's pretax profit to come up
with an allocation to be distributed among all the eligible employees in the
form of a quarterly bonus. This allocation is further broken down to distribute
a greater fixed percentage to those employees who have a more direct impact on
corporate profits (e.g., CEO, officers, managers) and a smaller fixed percentage
to those employees who have a less direct impact on profits.

If Liqui-Box's pretax profits increase, the allocation of pretax profit
dollars to compensation increases in direct proportion to the increase in pretax
profits. If pretax profits decrease, so does the allocation of pretax profit
dollars to compensation. This directly impacts compensation of executive
officers, as well as all other eligible employees.

The Board believes that this type of compensation has attracted, and
continues to attract, the type of executive officers and employees that are
critical to the long-term success of Liqui-Box. The Board also believes that
this type of compensation has led, and will continue to lead, to the solid
earnings growth of Liqui-Box while rewarding executive officers and employees
for their joint effort to improve profitability.

Starting in 2001, the executive officers and certain other members of
management will have individual performance goals added to the overall profit
incentive goals as stated above. It is believed that this is necessary to move
Liqui-Box forward in addition to the base plan.

Since 1992, stock option grants have been used to create long-term
incentives to continue the growth in shareholder value. In that year, the Stock
Option Committee adopted guidelines for annual option grants under the 1990
Liqui-Box Corporation Stock Option Plan (the "1990 Stock Option Plan"). The
Stock Option Committee believes option grants in accordance with these
guidelines in the past has accomplished, and in the future will accomplish, the
objective of linking the compensation of executive officers to increases in
shareholder wealth as reflected in the market price of Liqui-Box common shares.

Section 162(m) of the Internal Revenue Code of 1986, as amended, prohibits a
publicly-held corporation, such as Liqui-Box, from claiming a deduction on its
federal income tax return for compensation in excess of $1 million paid for a
given fiscal year to the chief executive officer (or person acting in that
capacity) and the four most highly compensated officers of the corporation,
other than the chief executive officer, at the end of the corporation's fiscal
year. The $1 million compensation deduction limitation does not apply to
"performance-based compensation."

Liqui-Box does not have a policy that requires all compensation payable in
2000 and thereafter to the covered executive officers to be deductible under
Section 162(m). Liqui-Box has not attempted to revise the Liqui-Box PPP or the
1990 Stock Option Plan to satisfy the "performance-based compensation"
exceptions but may, in the future, consider doing so if compensation paid
thereunder would otherwise not be deductible under Section 162(m) and such
provisions would not distort or discourage the existing incentives for
performance that enhance the value of Liqui-Box. In all cases, however, whether
or not some portion of a covered executive officer's compensation is
tax-deductible, Liqui-Box will continue to carefully consider the net cost and
value to Liqui-Box of its compensation policies.

In 1999, Liqui-Box adopted an Executive Deferred Compensation Plan,
primarily for the purpose of providing deferred compensation for a select group
of management employees. Under the plan, eligible participants can defer up to
100% of their cash compensation as well as gains from the exercise of
non-qualified stock options.

COMPANY PERFORMANCE AND CEO COMPENSATION

As indicated above, Liqui-Box's executive compensation program is based, in
large part, upon business performance. This pay-for-performance program is
exemplified in the compensation of the CEO.

The Board has believed, since the mid-1980s when the present executive
compensation program was approved, and continues to believe, that Mr. Davis'
base salary of $70,000, which has been unchanged for approximately eight years,
is substantially below the base salaries of CEO's in the peer group included in
the performance graph. As a result, it is anticipated that there will be some
change in this level in 2001.

Approximately 94% of Mr. Davis' cash compensation for 2000 was paid in the
form of a cash bonus under the Liqui-Box PPP. The amount of this bonus is
directly tied to the pretax profits of Liqui-Box. Mr. Davis' 2000 cash bonus
under the Liqui-Box PPP program decreased from the 1999 amount in proportion to
the decrease in Liqui-Box's pretax profits from 1999 to 2000. Had Liqui-Box
failed to make a profit, Mr. Davis, as well as most of the other participating
employees, would have received no bonus under the Liqui-Box PPP.

SUBMITTED BY THE BOARD OF DIRECTORS:

Carl J. Aschinger, Jr.*
Charles R. Coate *
Samuel B. Davis
Samuel N. Davis
Russell M. Gertmenian*
John Trostheim
Robert L. Zieg

------------------------

*Member of Stock Option Committee.

SUMMARY COMPENSATION TABLE

The following table summarizes compensation awarded or paid to, or earned
by, Liqui-Box's CEO, C. William McBee, the former President and Chief Operating
Officer of Liqui-Box, and the other most highly compensated executive officers
of Liqui-Box during each of the last three fiscal years:

LONG-TERM
COMPENSATION
AWARDS
---------------
ANNUAL COMPENSATION(1) SECURITIES
----------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS(#) COMPENSATION
- --------------------------- -------- --------- ----------- --------------- -------------

Samuel B. Davis,.................. 2000 $70,000 $1,103,141 50,000(2) $12,557(3)
Chairman, Chief 1999 $70,000 $1,251,507 2,325(4) $16,970
Executive Officer 1998 $70,000 $1,164,312 0 $14,696
and Treasurer

Samuel N. Davis,.................. 2000 $51,000 $ 173,451 50,000(2) $ 8,807(3)
Vice Chairman and 1999 $51,000 $ 202,672 376(4) $13,220
Secretary 1998 $51,000 $ 149,872 0 $10,946

Stewart M. Graves,................ 2000 $42,000 $ 211,665 50,000(2) $19,243(3)
President and Chief 1999 $42,000 $ 173,319 0 $23,044
Operating Officer(5) 1998 $42,000 $ 157,920 0 $21,504

C. William McBee,................. 2000 $70,000 $ 321,866 0 $12,807(3)
Vice President 1999 $70,000 $ 422,734 863(4) $16,384
of Sales(6) 1998 $70,000 $ 385,273 6,250(4) $14,110

- ------------------------

(1) Other annual compensation excluded from this table does not exceed the
lesser of $50,000 or 10% of the total salary and bonus reported for any one
of the named individuals.

(2) Options granted pursuant to the LB Shares Stock Option Plan--See table under
OPTIONS GRANTED IN THE LAST FISCAL YEAR for more detailed information on
such options.

(3) Includes the following employer contributions to the Liqui-Box ESOP and
401(K) plan and payment for insurance premiums for the named individual
during fiscal year 2000 as designated below:

LIFE INSURANCE
NAME 401(K) PLAN ESOP PREMIUM
- ---- ----------- -------- --------------

Samuel B. Davis.................................... $ 6,545 $4,500 $1,512
Samuel N. Davis.................................... $ 6,545 $ 750 $1,512
Stewart M. Graves.................................. $17,731 $ -- $1,512
C. William McBee................................... $ 6,545 $4,750 $1,512

The amount shown for Stewart M. Graves relates to both employer pension costs in
the United Kingdom and the United States.

(4) Options granted pursuant to the 1990 Stock Option Plan.

(5) Mr. Graves became President and Chief Operating Officer of Liqui-Box in
October, 2000. Prior to that time, he served as Vice President,
International of Liqui-Box. The bonus amount shown for him for fiscal year
2000 reflects this change in position with Liqui-Box.

(6) Mr. McBee served as President, Chief Operating Officer and Secretary of
Liqui-Box until October, 2000. He retired as an employee and director of and
became a consultant to Liqui-Box in February, 2001.

OPTIONS GRANTED IN THE LAST FISCAL YEAR

The following table sets forth certain information concerning individual
grants of options made under the LB Shares Stock Option Plan during the last
fiscal year to each of the named executive officers. Liqui-Box has never granted
stock appreciation rights.

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM(1)
OPTION EMPLOYEES IN EXERCISE EXPIRATION ---------------------------
NAME GRANTED (#)(2) FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
- ---- -------------- ------------ ------------ ---------- ----------- -------------

Samuel B. Davis.......... 50,000 25% $31.50 9/26/10 $990,509 $2,510,144

Samuel N. Davis.......... 50,000 25% $31.50 9/26/10 $990,509 $2,510,144

Stewart M. Graves........ 50,000 25% $31.50 9/26/10 $990,509 $2,510,144

C. William McBee......... None -- -- -- -- --

- ------------------------

(1) The amounts reflected in this table represent certain assumed rates of
appreciation only. Actual realized values, if any, on option exercises will
be dependent on the actual appreciation of the common shares of Liqui-Box
over the term of the options. There can be no assurance that the Potential
Realizable Values reflected in this table will be achieved.

(2) These options were granted on September 26, 2000. The options become
exercisable in 20% increments per year, beginning on the anniversary of the
grant date and are forfeited upon termination of employment for reasons
other than death or disability.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information with respect to options
exercised during the last fiscal year by each of the named executive officers
and information concerning unexercised options held at year end by such
executive officers:

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED VALUE FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)(2)
ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ---------- ----------- ------------- ----------- -------------

Samuel B. Davis...... 0 0 137,067 172,671 $1,942,235 $3,037,714

Samuel N. Davis...... 0 0 10,439 50,282 $ 99,725 $ 287,500

Stewart M. Graves.... 0 0 10,000 50,000 $ 95,000 $ 287,500

C. William McBee..... 0 0 30,648 10,725 $ 253,374 $ 157,412

- ------------------------

(1) All values shown are pretax.

(2) Based on the fiscal year-end closing price of $37.25 per common share.

DIRECTOR COMPENSATION

Prior to 2000, directors who were not employees of Liqui-Box received a
$2,500 per quarter retainer. Beginning in 2000, the director quarterly retainer
was increased to $3,750. The Directors who are employees of Liqui-Box receive no
additional compensation for serving as directors.

TRANSACTIONS INVOLVING MANAGEMENT AND OTHERS

William A. Duelge resigned as an officer of Liqui-Box in February, 2001. In
connection with a severance agreement with Mr. Duelge, Liqui-Box purchased from
him 10,667 Liqui-Box common shares at a price of $46.875 per share, which was
above the fair market value of the shares on the date of purchase. Subsequent to
the sale, Mr. Duelge caused Liqui-Box to be released from stock loan guarantees
it had made on his behalf. In addition to the stock buyback, there were no
additional severance payments made to Mr. Duelge.

C. William McBee retired as a Liqui-Box employee in March, 2001. At that
time, he also entered into a consulting agreement with Liqui-Box with a term of
27 weeks under which he is entitled to receive total consulting fees of
$125,000. In connection with his retirement, Liqui-Box purchased from him 37,450
Liqui-Box common shares at a price of $40.00 per share, which was the fair
market value per share on the date of purchase. Subsequent to the sale,
Mr. McBee caused Liqui-Box to be released from stock loan guarantees it had made
on his behalf.

Russell M. Gertmenian, a director of Liqui-Box, is a partner in the law firm
of Vorys, Sater, Seymour and Pease LLP, which rendered legal services to
Liqui-Box during the 2000 fiscal year and continues to render legal services to
Liqui-Box during the 2001 fiscal year.

PEER GROUP COMPARISON

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

The following line graph compares the yearly percentage change in
Liqui-Box's cumulative total shareholder return (as measured by dividing
(i) the sum of (A) the cumulative amount of dividends for the measurement
period, assuming dividend reinvestment, and (B) the difference between
Liqui-Box's common share price at the end and the beginning of the measurement
period, by (ii) Liqui-Box's common share price at the beginning of the
measurement period) against the cumulative return of the Wilshire 5000 Index and
the Dow Jones Containers/Packaging Industry Group Index for the five year period
ended December 31, 2000.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG LIQUI-BOX CORPORATION, WILSHIRE 5000
AND DOW JONES CONTAINERS/PACKAGING INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

DOW JONES

Liqui-Box Wilshire 5000 Containers/Packaging Index
1995 100 100 100
1996 111.32 118.84 122.74
1997 135.59 153.51 143.12
1998 182.78 186.84 126.81
1999 176.67 228.04 119.73
2000 135.8 201.01 76.53

OVERALL--Each performance graph index begins with a base value of $100. This
base is adjusted by annual stock market price changes and cumulative annual
dividend payments over the time frame of each index (as specified by the SEC in
its disclosure rules).

LIQUI-BOX CORPORATION--Stock prices and dividends adjusted for stock splits.

WILSHIRE 5000--The broadest of all indices, tracking value of all stock
issues for which quotes are available. Changes are measured against a base value
established in December 31, 1980. This index is market-value weighted.

DOW JONES CONTAINERS/PACKAGING INDUSTRY GROUP--An industry index published
by Dow Jones of geographically representative companies in the industry. The
index is adjusted to account for stock splits and dividends.

BOARD OF DIRECTOR INTERLOCKS AND INSIDER PARTICIPATION

Liqui-Box does not have a compensation committee; therefore, the Liqui-Box
Board of Directors functions as that committee. The Board includes Samuel B.
Davis and Samuel N. Davis, current executive officers of Liqui-Box, each of whom
participated in Board discussions concerning executive officer compensation.
Russell M. Gertmenian, who is a partner in the law firm of Vorys, Sater, Seymour
and Pease LLP, which rendered legal services to Liqui-Box during the 2000 fiscal
year and continues to render legal services to Liqui-Box during the 2001 fiscal
year, also serves on the Board of Directors and on the Stock Option Committee.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Liqui-Box executive officers and directors, and persons who beneficially own
more than 10% of the outstanding Liqui-Box common shares, to file initial
reports of ownership and reports of changes in ownership of their equity
securities of Liqui-Box with the SEC and the National Association of Securities
Dealers, Inc. Liqui-Box executive officers, directors and greater than 10%
beneficial owners are required by SEC regulations to furnish Liqui-Box with
copies of all Section 16(a) forms filed by them. Other than as described in the
following paragraph, and based solely on a review of copies of such forms
furnished to Liqui-Box, Liqui-Box believes that all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with for fiscal year 2000.

John Trostheim, a director of Liqui-Box, purchased 200 Liqui-Box common
shares on September 8, 2000 in a transaction reported late in his Form 5 for the
2000 fiscal year. Carl J. Aschinger, Jr., a director of Liqui-Box, sold 994
Liqui-Box common shares in November, 2000, in a transaction that was reported
late in his Form 5 for fiscal year 2000. In September, 2000, Messrs. Samuel B.
Davis, Samuel N. Davis and Stewart M. Graves, each an executor officer and/or
director of Liqui-Box, were granted individual options for 50,000 Liqui-Box
common shares under the LB Shares Stock Option Plan. The grants of the options
were reported late on separate Form 4s filed in March, 2001 on behalf of each
such person.

REPORT OF THE AUDIT COMMITTEE

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF LIQUI-BOX'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THIS REPORT SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

ROLE OF THE AUDIT COMMITTEE AND THE AUDIT REVIEW

In accordance with the written audit committee charter adopted by Liqui-Box,
the Audit Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and financial
reporting practices of Liqui-Box. Annually the Audit Committee recommends to the
Board of Directors the selection of Liqui-box's independent auditors.
Deloitte & Touche LLP (the "Auditors") was selected as Liqui-Box's independent
auditing firm for the year 2000. Management is responsible for designing and
maintaining Liqui-Box's systems of internal controls and financial reporting
processes. Liqui-Box's independent auditors are responsible for performing an
audit of Liqui-Box's consolidated financial statements in accordance with
generally accepted auditing standards and issuing their report thereon. The
Audit Committee's responsibility is to provide independent, objective oversight
of these processes.

In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from the Auditors a formal written statement describing
all relationships between the Auditors and Liqui-Box that might bear on the
Auditors' independence consistent with Independence Standards Board Standard
No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES, discussed with the
Auditors any relationships or services that may impact the objectivity and
independence of the Auditors and satisfied itself as to the Auditors'
independence. The Audit Committee also discussed with management and the
Auditors the adequacy and effectiveness of Liqui-Box's internal accounting and
financial controls. In addition, the Audit Committee discussed and reviewed with
the Auditors all communications required by auditing standards generally
accepted in the United States of America, including those described in Statement
on Auditing Standards No. 61, COMMUNICATION WITH AUDIT COMMITTEES, AS AMENDED,
and, with and without management present, discussed and reviewed the results of
the Auditors' examination of the financial statements. The Audit Committee also
discussed with the Auditors the results of Liqui-Box's internal audit. In
addition, the Audit Committee reviewed and discussed the audited consolidated
financial statements of Liqui-Box as of and for the fiscal year ended
December 30, 2000 with management.

AUDIT FEES

The aggregate fees billed for professional services rendered by the Auditors
for the audit of Liqui-Box's annual consolidated financial statements for the
2000 fiscal year and the reviews of the consolidated financial statements
included in Liqui-Box's Quarterly Reports on Form 10-Q for the 2000 fiscal year
(collectively, the "Audit Services") were $185,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION SERVICES

The Auditors did not render any of the professional services described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (17 CFR 210.2-01(c)(4)(ii))
(the "Financial Information Systems Design and Implementation Services") during
the 2000 fiscal year for Liqui-Box or its subsidiaries.

ALL OTHER FEES

The aggregate fees billed for services rendered by the Auditors, other than
Audit Services and Financial Information Systems Design and Implementation
Services, for the 2000 fiscal year (the "Other Services") were $346,000.

AUDIT COMMITTEE RECOMMENDATION AND CONCLUSION

Management has represented to the Audit Committee that Liqui-Box's
consolidated financial statements for the year ended December 30, 2000 were
prepared in accordance with generally accepted accounting principles, and the
Audit Committee reviewed and discussed the consolidated financial statements
with management and the Auditors. Based on the Audit Committee's discussions
with management and the Auditors and its review of the report of the Auditors to
the Audit Committee, the Audit Committee recommended to the Liqui-Box Board of
Directors (and the Board has approved) that Liqui-Box's audited consolidated
financial statements for the year ended December 30, 2000 be included in
Liqui-Box's 2000 Annual Report on Form 10-K to be filed with the SEC. The Audit
Committee also determined that the provision of the Other Services was
compatible with maintaining the Auditors' independence.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIQUI-BOX
CORPORATION

Carl J. Aschinger, Jr.
Russell M. Gertmenian

NOTIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of Liqui-Box has selected Deloitte & Touche LLP to
serve as independent auditors for Liqui-Box and its subsidiaries for the current
fiscal year. Deloitte & Touche LLP, a certified public accounting firm, has
served as independent auditors for Liqui-Box since April 7, 1995.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting, will be given the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.

ANNUAL REPORT

The Liqui-Box 2000 Annual Report, which includes financial statements and
information concerning Liqui-Box's operations during its 2000 fiscal year,
accompanies this Proxy Statement.

LIQUI-BOX WILL PROVIDE, WITHOUT CHARGE, TO ANY PERSON SOLICITED (UPON
WRITTEN REQUEST OF SUCH PERSON), A COPY OF LIQUI-BOX'S ANNUAL REPORT ON
FORM 10-K FOR ITS 2000 FISCAL YEAR, INCLUDING THE FINANCIAL STATEMENTS AND THE
FINANCIAL STATEMENT SCHEDULES THEREIN, REQUIRED TO BE FILED WITH THE SEC. SUCH
REQUEST SHOULD BE ADDRESSED TO SAMUEL B. DAVIS, CHAIRMAN, LIQUI-BOX CORPORATION,
P.O. BOX 494, WORTHINGTON, OHIO 43085-0494.

OTHER MATTERS

Management and the Board of Directors of Liqui-Box do not know of any other
matters that may come before the Annual Meeting. However, if any other matter
requiring a vote of shareholders properly comes before the Annual Meeting, it is
the intention of the persons named as proxies in the accompanying form of proxy
to vote the common shares represented by the proxy in their discretion as the
Board of Directors may recommend.

SHAREHOLDER PROPOSALS

Proposals by Liqui-Box shareholders intended to be presented at the 2002
Annual Meeting of Shareholders must be received by the Secretary of Liqui-Box no
later than November 12, 2001 in order to be considered for inclusion in
Liqui-Box's proxy, notice of meeting and proxy statement relating to such
meeting and should be mailed to Liqui-Box Corporation, Post Office Box 494, 6950
Worthington-Galena Road, Worthington, Ohio 43085-0494, Attention: Secretary. If
a shareholder intends to present a proposal at the 2002 Annual Meeting of
Shareholders, and does not notify the Secretary of Liqui-Box of the proposal by
February 1, 2001, Liqui-Box's management proxies for the 2002 Annual Meeting
will be entitled to use their discretion to vote on the proposal, without any
discussion of the proposal in Liqui-Box's proxy, notice of meeting or proxy
statement.

By Order of the Board of Directors

Samuel N. Davis
VICE CHAIRMAN AND SECRETARY

Dated: March 19, 2001

APPENDIX A

LIQUI-BOX CORPORATION
AUDIT COMMITTEE CHARTER

ORGANIZATION

This Charter governs the operations of the Audit Committee of Liqui-Box
Corporation (the "Company"). The Audit Committee shall review and reassess the
charter at least annually, and shall recommend any proposed changes to the
Company's Board of Directors for approval. The Audit Committee shall be
appointed by the Board of Directors and shall be comprised of at least three
directors, each of whom is independent of management and the Company. Members of
the Audit Committee shall be considered independent if they have no relationship
which, in the opinion of the Company's Board of Directors, would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director, or which would constitute a relationship proscribed by the applicable
rules of The Nasdaq Stock Market, Inc. All Audit Committee members shall be
financially literate [or shall become financially literate within a reasonable
period of time following appointment to the Audit Committee], and at least one
member of the Audit Committee shall have accounting or related financial
management expertise. Satisfaction of these financial literacy and experience
requirements shall be determined in accordance with the applicable rules of The
Nasdaq Stock Market, Inc.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the annual independent audit of the
Company's financial statements, and the legal compliance and ethics programs as
established by management and the Board of Directors of the Company. In so
doing, it is the responsibility of the Audit Committee to maintain free and open
communication among the Audit Committee, the independent auditors and management
of the Company. In discharging its oversight role, the Audit Committee is
empowered to investigate any matter brought to its attention with full access to
all books, records, facilities, the independent auditors, and personnel of the
Company and the power to retain outside counsel or other experts for this
purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the Board of Directors and
report the results of those activities to the Board of Directors. Management is
responsible for preparing the Company's financial statements, and the
independent auditors are responsible for auditing those financial statements.
The Audit Committee in carrying out its responsibilities believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and circumstances. The Audit Committee should take the appropriate
actions to set the overall corporate "tone" for quality financial reporting,
sound business risk practices and ethical behavior.

The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes are set
forth as a guide, with the understanding that the Audit Committee may supplement
them as appropriate.

- The Audit Committee shall have a clear understanding with management and
the independent auditors that the independent auditors are ultimately
accountable to the Board of Directors and

A-1

the Audit Committee, as representatives of the Company's shareholders. The
Audit Committee shall have the authority and responsibility to evaluate
the performance of the independent auditors and, where appropriate,
recommend to the Company's Board of Directors the replacement of the
independent auditors. The Audit Committee shall be responsible for
ensuring that the independent auditors submit on a periodic basis to the
Audit Committee a formal written statement delineating all relationships
between the independent auditors and the Company, consistent with
Independence Standards Board Standard 1, as such standard may be modified
or supplemented. The Audit Committee shall also be responsible for
actively engaging in a dialogue with the independent auditors with respect
to any disclosed relationships or services that may impact the objectivity
and independence of the independent auditors and for taking, or
recommending that the full Board of Directors take, appropriate action to
oversee the independence of the independent auditors. Annually, the Audit
Committee shall review and recommend to the Board of Directors the
selection of the Company's independent auditors.

- The Audit Committee shall discuss with the independent auditors the
overall scope and plans for their audits including the adequacy of
staffing and compensation. Also, the Audit Committee shall discuss with
management and the independent auditors the adequacy and effectiveness of
the accounting and financial controls, including the Company's system to
monitor and manage business risk, and legal and ethical compliance
programs. Further, the Audit Committee shall meet separately with the
independent auditors, with and without management present, to discuss the
results of their examinations.

- The Audit Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q. Also, the Audit Committee shall
discuss the results of the quarterly review and any other matters required
to be communicated to the Audit Committee by the independent auditors
under generally accepted auditing standards, including Statements on Audit
Standards No. 61 and 71, as those standards may be modified or
supplemented. The chairman of the Audit Committee may represent the entire
Audit Committee for purposes of this review.

- The Audit Committee shall review with management and the independent
auditors the financial statements to be included in the Company's Annual
Report on Form 10-K (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), including the independent auditor's
judgment about the quality, not just the acceptability, of the Company's
accounting principles, the consistency of the Company's accounting
policies and their application, the reasonableness of significant
judgments, the clarity and completeness of the disclosures in the
Company's financial statements and any other matters required to be
discussed with the independent auditors by Statement on Auditing Standards
No. 61, as that standard may be modified or supplemented. Also, the Audit
Committee shall discuss the results of the annual audit and any other
matters required to be communicated to the Audit Committee by the
independent auditors under generally accepted auditing standards.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditors. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditors or to
assure compliance with laws and regulations.

A-2

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PROXY PROXY

LIQUI-BOX CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 19, 2001

The undersigned hereby constitutes and appoints Samuel B. Davis and Stewart
M. Graves, and each of them, with full power of substitution and revocation, as
proxy or proxies to appear and vote the common shares of Liqui-Box Corporation
("Liqui-Box") which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders on April 19, 2001, and any
adjournment or postponement thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE
SHAREHOLDER(S) EXECUTING THE SAME. IF NO SPECIFICATION IS MADE, THE COMMON
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED IN PROPOSAL ONE AS DIRECTORS OF LIQUI-BOX. IF ANY OTHER MATTERS ARE
BROUGHT BEFORE THE MEETING, OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN
THE PROXY STATEMENT IS UNABLE TO SERVE, OR FOR GOOD CAUSE, WILL NOT SERVE, THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXY OR PROXIES ON SUCH MATTERS OR
FOR SUCH SUBSTITUTE NOMINEE(S) AS THE BOARD OF DIRECTORS MAY RECOMMEND.

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PROOF NO. 4 CONTACT
FRANK RODRIGUEZ
- -------------------------------------------------------------------------------
DATE 3-7-01 ORDER # 4254 REQUISITION # 5162
- -------------------------------------------------------------------------------
REMARKS: 1 of 2
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(PLEASE CHECK CAREFULLY!)

It is most important to you that every section of this proof be checked for
copy, spelling, position on the form, additions and/or deletions. Please make
your corrections anywhere necessary on this proof, then sign as responsible
party at the bottom. Return by mail, messenger or fax.

CHANGES IN COPY

If alterations or changes to original copy (or repeat orders) are made, you will
be charged at a per hour rate.

Approved as is / / With Corrections As Shown / /

- -------------------------------------------------------------------------------
(ALL PROOFS MUST BE SIGNED)

LIQUI-BOX CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /

DIRECTORS RECOMMEND A VOTE FOR For Withhold for All
All All Except*
/ / / / / /

1. Election of three (3) directors for terms expiring in
2003: NOMINEE(S):

01 Carl J. Aschinger, Jr. 02 Charles R. Coate
03 Samuel N. Davis

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*(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
SHARES REPRESENTED BY THIS PROXY. THAT NOMINEE'S NAME ON THE LINE PROVIDED
ABOVE.)

in their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.

The undersigned hereby acknowledges receipt of the Notice of Proxy Statement
dated March 19, 2001, relating to the Annual Meeting of Liqui-Box shareholders
to be held on April 19, 2001 and hereby expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the common

dated , 2001
-------------------------------------------------------------------

signature(s)
-------------------------------------------------------------------

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(Please sign here exactly as your name appears herein. If common shares are
registered in two names, both should sign.) When signing as attorney, executor,
administrator, trustee, guardian or corporate official, please give your full
title.

- -------------------------------------------------------------------------------

THIS SPACE RESERVED FOR ADDRESSING
(KEY LINES DO NOT PRINT)

- -------------------------------------------------------------------------------
FOLD AND DETACH HERE

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

PROOF NO. 3 CONTACT
FRANK RODRIGUEZ
- -------------------------------------------------------------------------------
DATE 3-7-01 ORDER # 4254 REQUISITION # 5162
- -------------------------------------------------------------------------------
REMARKS: 2 of 2
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(PLEASE CHECK CAREFULLY!)

CHANGES IN COPY

If alterations or changes to original copy (or repeat orders) are made, you will
be charged at a per hour rate.

Approved as is / / With Corrections As Shown / /

- -------------------------------------------------------------------------------
(ALL PROOFS MUST BE SIGNED)