EXHIBIT (a)(1)(E)


                             [LETTERHEAD OF BWAY]


                                 July __, 2001

Dear Option Holder:

     On behalf of Bway Corporation (the "Company"), I am writing to provide you
with the results of the Company's recent offer to exchange (the "Offer")
outstanding options (the "Old Options") granted under the Company's 1995 Long-
Term Incentive Plan, dated June 1995, as amended and restated (the "Plan"), for
new options the Company will grant under the Plan (the "New Options"). The Offer
was consummated pursuant to the terms and conditions in the Company's offer to
exchange dated June 11, 2001 (the "Offer of Exchange") and the related letter of
transmittal.

     The Offer expired at 12:00 midnight, Eastern time, on July __, 2001.
Promptly following the expiration of the Offer and pursuant to the terms and
conditions of the Offer, the Company accepted for exchange on July __, 2001
tendered Old Options exercisable for a total of ____________ shares of Common
Stock and canceled all such Old Options.

     The Company has accepted for exchange and canceled the Old Options tendered
by you exercisable for the number of shares of Common Stock (the "Option
Shares") set forth on Attachment A to this letter.  In accordance with the terms
and subject to the conditions of the Offer, you have the right to receive a New
Option under the Plan exercisable for the number of Option Shares set forth on
Attachment A, as adjusted for any stock splits, stock dividends and similar
events that occur prior to the date on which the Company issues such New Option.
For Old Options under the Plan tendered to the Company, New Options will be
granted pursuant to, and be subject to the terms and conditions of, the Plan and
a stock option agreement with the Company that you will receive before the New
Options are granted.  Also in accordance with the terms of the Offer, the terms
and conditions of the New Option will be substantially the same as the terms and
conditions of the Old Options you tendered for exchange, except that:

 .  the per share exercise price under the New Option will equal the fair market
   value of the Common Stock on the date the Company grants the New Option; and

 .  the New Option will be exercisable 50% on the grant date and 50% on the first
   anniversary of the grant date.

     In accordance with the terms and subject to the conditions of the Offer,
the Company will grant you the New Option on or about January __, 2002. At that
time, as described in the Offer to Exchange, you will receive a New Option
agreement that will be executed by you and the Company.

     In accordance with the terms of the Offer, you must be an employee,
director, or eligible consultant of the Company or one of its subsidiaries from
the date you tendered Old Options through the date the Company grants the New
Options to receive your New Option. If for any reason you do not remain an
employee, director, or eligible consultant, you will not receive a New Option or
any other consideration for the Old Options tendered by you and canceled by the
Company. Participation in the Offer does not confer upon you the right to remain
in the employ of the Company or any of its subsidiaries.

     If you have any questions about your rights in connection with the grant of
a New Option, please call the undersigned at (770) 645-4800.

                                         Sincerely,


                                         KEVIN C. KERN


                                 Attachment A

                            [Name of Option Holder]





Number of Option Shares Subject to Tendered     Exercise Price of Tendered Old Option Accepted for
Old Option Accepted for Exchange                Exchange

                                             

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Number of option shares subject to New Options to be granted to you on or about
January __, 2002: ____________