EXHIBIT (a)(1)(C)

                             [LETTERHEAD OF BWAY]


                                 June 11, 2001



Subject Line:  Instructions for Participating in Bway's Stock Option Replacement
Program

     As we announced to you several days ago by letter, because Bway is
committed to developing additional incentive programs for employees and
directors, it has created a Stock Option Replacement Program for the benefit of
option holders whose stock options are currently underwater (meaning their
exercise or "strike" price is above the current market value of Bway's common
stock). The Stock Option Replacement Program is an opportunity for eligible
option holders to choose whether they want to keep their current options or have
them replaced with a grant given at a later date that has the potential for a
lower strike price.

     This letter gives another overview of the program and instructions on how,
and materials needed, to participate.  Bway's offer is being made under the
terms and subject to the conditions of the Offer to Exchange and Letter of
Transmittal that are attached to this letter. You should carefully read the
entire Offer to Exchange and Letter of Transmittal before you decide whether to
tender any of your options.  A tender of options involves risks that are
mentioned in this letter and further discussed in the Offer to Exchange.  To
tender options for exchange, you must properly complete and return to Kevin C.
Kern, Bway's Vice President, Administration and Chief Financial Officer, the
Letter of Transmittal and any other required documents prior to the expiration
of Bway's offer, which is currently expected to be 12:00 midnight, Eastern time,
on July 12, 2001.

The Stock Option Replacement Program - What It Is

     The Stock Option Replacement Program allows eligible option holders to turn
in options granted under the 1995 Long-Term Incentive Plan dated June 1995, as
amended and restated (the "Plan"), that have an exercise price of at least $9.00
per share, in exchange for Bway committing to grant new options at a later date.
That date will be on or about the first business day that is at least six months
and one day following the date Bway cancels the tendered options (the
"Cancellation Date," which is expected to be the day following the expiration of
the offer).  For example, if the Cancellation Date on which Bway accepts and
cancels the tendered options is July 13, 2001, the business day following the
scheduled expiration date, Bway will grant the new options on or about January
14, 2002. Under this program, for every option a holder turns in, he or she will
receive one option at a strike price equal to the fair market value of Bway
common stock on the grant date (unless tax regulations require a higher strike
price for Incentive Stock Options granted to significant stockholders).

     For example, if a holder returns a grant of 3,000 options with a strike
price of $15.00 per share prior to the scheduled expiration date of July 12,
2001, that holder will receive a new grant of 3,000 stock options on or about
January 14, 2002 with a strike price equal to the fair market value of Bway
common stock on the future grant date.

     The new options will have an exercise schedule that begins on or about
January 14, 2002, the scheduled date of the grant.  50% of the new options will
be exercisable on the date of grant, and 50% of the new options will be
exercisable on the first anniversary of the date of grant.  That means that the
new grant will be fully exercisable one year from the date of grant, subject to
the terms and conditions discussed below.  Please note that this exercise
schedule will apply to all new options granted under this program, even those
issued in exchange for currently exercisable options.  Stock option grants that
you choose not to tender will continue to be exercisable according to their
current schedule.  The new options will expire 10 years from the date of grant.

     For option grants under the Plan tendered pursuant to the Stock Option
Replacement Program, new options will be granted pursuant to, and be subject to
the terms and conditions of, the Plan and a stock option agreement with Bway
that you will have to sign on the new grant date.


Who is Eligible

     All holders of options, including employees and directors, are eligible to
tender their options for exchange.

How it Works

     If you choose to replace your stock options, please keep in mind the
following:

 .  All unexercised options with an exercise price of $9.00 per share or higher,
   whether exercisable or not exercisable, can be surrendered for exchange.

 .  Only 50% of the new options will be immediately exercisable, even if you
   surrender currently exercisable options for replacement.

How to Participate

     If you want to participate in the Stock Option Replacement Program, you
need to fill out the attached Letter of Transmittal and send it by mail, fax, or
hand delivery to Kevin C. Kern, Bway's Vice President, Administration and Chief
Financial Officer, by 12:00 midnight, Eastern time, on July 12, 2001, unless
Bway extends the offer.

     If you change your mind after you send in the form and wish to withdraw
your tendered options from the program, you can do so by delivering a written
notice to Bway prior to expiration of the offer.

Frequently Asked Questions

Why is Bway giving its eligible option holders the opportunity to replace
current underwater options for new options?

     Bway realizes that many current outstanding options have strike prices that
are significantly higher than the current market price of the common stock.
Because of that, those options may not currently be providing the long-term
performance incentives that Bway would like its key team members to have. This
replacement program gives option holders a choice to receive options that over
time may have a greater potential to increase in value.

Why do I have to wait six months and one day for a new grant? Why can't I get a
new grant immediately at the current stock price?

     So that we may avoid undesirable accounting treatment, accounting
literature requires that we wait a minimum of six months and one day before we
issue the replacement options. Further, we are not allowed to establish the
exercise price for such replacement options prior to the actual issuance date if
we are to avoid such unfavorable accounting treatment for this replacement
program. This program balances our desire to make an opportunity available for
employees while not creating a program that is fiscally irresponsible.

Why doesn't Bway simply reprice current options?

     Based on accounting guidance, "repricing" existing options would result in
adverse accounting treatment referred to above and would cause Bway to incur
additional compensation expense each quarter until such repriced options are
exercised, cancelled or expired.  Also, this program lets employees make an
individual decision about what they want to do with their options - repricing
requires that everyone participate whether they want to or not.

What do we expect the stock price to be in January of next year when the new
options are granted?

     There's no way to predict what the stock price will be in January 2002,
just as there's no way to predict market volatility. It's possible that the
market price of Bway common stock could increase so that the exercise price of
your replacement options to be granted in January 2002 could be higher than the
current strike price of the options you surrender for exchange.

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     You need to make your decision on participating in the Stock Option
Replacement Program based on the strike price of your current options, your
expectations regarding the performance of our stock between now and January
2002, the revised exercise schedule, the deferral of additional grants during
the waiting period and other factors disclosed in the Offer to Exchange.

How can I find out the size and strike price of my current option grants?

     We will send you a letter indicating the size and strike price of your
current options. In addition, you can review your current stock option
agreement(s) or contact Kevin C. Kern at (770) 645-4800.

What if I am no longer with the company (for any reason, including voluntary
termination, involuntary termination or death) before the new options are
granted in January 2002?

     If for any reason you are not eligible to receive options pursuant to the
Plan (if you are no longer an employee or director of Bway or any of our
subsidiaries) from the date you tender options through the date we grant the new
options, you will not receive any new options or any other consideration for
your tendered options.

What if I tender options and Bway undergoes a change of control, such as a
merger, prior to the grant of the new options?

     If we undergo a change of control, such as a merger, prior to the grant of
the new options, it would be our intent to negotiate the terms of that change of
control transaction such that you would receive options to purchase securities
of the acquiror. However, we have the right to take any actions we deem
necessary or appropriate to complete a transaction that our Board of Directors
believes is in our best interest and our stockholders' best interest, and this
could result in your not being granted the new options.

What happens to other grants I may have that I choose not to replace?

     Nothing. They remain outstanding and retain their current exercise price
and continue to vest. The portion that is exercisable may be exercised during
the period after the Cancellation Date and prior to the grant date of the new
options.

Who do I contact with additional questions?

     If you need more information about the Bway Stock Option Replacement
Program, please contact Kevin C. Kern at (770) 645-4800.

     Bway's Board of Directors makes no recommendation as to whether or not you
should tender your options.  You must make your own decision whether to tender
your options.  For questions regarding tax implications or other investment-
related questions, you should talk to your own counsel, accountant and/or
financial advisor.

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