EXHIBIT 99.3
                                 INSTRUCTIONS
 
                          TO REGISTERED HOLDER AND/OR
        BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
                                      OF
                               BWAY CORPORATION
                  10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
 
  To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
 
  The undersigned hereby acknowledges receipt of the Prospectus, dated
        , 1997 (the "Prospectus") of BWAY Corporation, a Delaware corporation
(the "Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
 
  This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to action to be taken by you relating to the Exchange
Offer with respect to the 10 1/4% Senior Subordinated Notes due 2007 (the
"Notes") held by you for the account of the undersigned.
 
  The aggregate face amount of the Notes held by you for the account of the
undersigned is (FILL IN AMOUNT):
 
  $            of the 10 1/4% Senior Subordinated Notes due 2007
 
  With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
 
  [_]TO TENDER the following Notes held by you for the account of the
     undersigned (INSERT PRINCIPAL AMOUNT OF NOTES TO BE TENDERED, IF ANY): $
 
  [_]NOT TO TENDER any Notes held by you for the account of the undersigned.
 
  If the undersigned instruct you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representation and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the representations that
the undersigned's principal residence is in the state of (FILL IN STATE)
                    , (i) the undersigned is acquiring the Exchange Notes in
the ordinary course of business of the undersigned, (ii) the undersigned is
not participating, does not participate, and has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes, (iii) the undersigned acknowledges that any person
participating in the Exchange Offer for the purpose of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Act"), in
connection with a secondary resale transaction of the Exchange Notes acquired
by such person and cannot rely on the position of the Staff of the Securities
and Exchange Commission set forth in no-action letters that are discussed in
the section of the Prospectus entitled "The Exchange Offer--Resale of the
Exchange Notes," and the undersigned is not an "affiliate," as defined in Rule
405 under the Act, of the Company or any Subsidiary Guarantor; to agree, on
behalf of the undersigned, as set forth in the Letter of Transmittal; and to
take such other action as necessary under the Prospectus or the Letter of
Transmittal to effect the valid tender of such Notes.
 
 
 
 [_]Check this box if the Beneficial Owner of the Notes is a Participating
    Broker-Dealer and such Participating Broker-Dealer acquired the Notes
    for its own account as a result of market-making activities or other
    trading activities. IF THIS BOX IS CHECKED, A COPY OF THESE
    INSTRUCTIONS MUST BE RECEIVED WITHIN THREE BUSINESS DAYS AFTER THE
    EXPIRATION DATE BY BWAY CORPORATION, ATTENTION BLAIR G. SCHLOSSBERG,
    FACSIMILE (770) 587-0186.
 

 
 
                                   SIGN HERE
 
 Name of beneficial owner(s): ______________________________________________
 
 Signature(s): _____________________________________________________________
 
 Name (please print): ______________________________________________________
 
 Address: __________________________________________________________________

          __________________________________________________________________

          __________________________________________________________________
 
 Telephone number: _________________________________________________________
 
 Taxpayer Identification or Social Security Number: ________________________
 
 Date: _____________________________________________________________________
 
 
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