FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MADISON DEARBORN PARTNERS LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/28/2010 

3. Issuer Name and Ticker or Trading Symbol

BWAY Holding CO [BWY]

(Last)        (First)        (Middle)

70 W. MADISON STREET, SUITE 4600, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

CHICAGO, IL 60602       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   0   I   See footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On March 28, 2010, Parent, Picasso Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent ("Merger Sub"), and Issuer entered into a Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent will acquire all of the issued and outstanding Common Stock of Issuer, subject to the terms and conditions contained therein. (Continued in footnote 2).
( 2)  In connection with the Merger Agreement, Parent and Merger Sub entered into a voting agreement and irrevocable proxies ( the "Voting Agreement") with certain stockholders of the Issuer covering in the aggregate, as of March 28, 2010, 9,928,103 shares of the Issuer's Common Stock (the "Subject Shares"), constituting approximately 44.38% of the Issuer's issued and outstanding Common Stock. Due to the rights granted to Parent pursuant to the Voting Agreement, Parent may be deemed to have a beneficial ownership of the Subject Shares. MDP formed and is the controlling person of Parent and therefore may deemed to have a beneficial ownership of the Subject Shares. (Continued in footnote 3).
( 3)  Each Reporting Person disclaims beneficial ownership of the securities reported herein, and none of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Voting Agreement. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.

Remarks:
The "Reporting Persons" are (i) Madison Dearborn Partners, LLC ("MDP") and (ii) Picasso Parent Company, Inc. ("Parent") (each individually, a "Reporting Person").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MADISON DEARBORN PARTNERS LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602
X

PICASSO PARENT COMPANY, INC.
C/O MADISON DEARBORN PARTNERS, LLC
70 W. MADISON STREET, SUITE 4600
CHICAGO, IL 60602
X


Signatures
Thomas S. Souleles, Managing Director for MADISON DEARBORN PARTNERS, LLC 4/6/2010
** Signature of Reporting Person Date

Thomas S. Souleles, President for PICASSO PARENT COMPANY, INC. 4/6/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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