THIRD AGREEMENT OF AMENDMENT OF AMENDED AND RESTATED EQUIPMENT SCHEDULE NO. 1 AND SECOND AMENDMENT TO MASTER LEASE AGREEMENT

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                                                                   Exhibit 10.21

              THIRD AGREEMENT OF AMENDMENT OF AMENDED AND RESTATED

                 EQUIPMENT SCHEDULE NO. 1 AND SECOND AMENDMENT

                            TO MASTER LEASE AGREEMENT

      THIS THIRD AGREEMENT OF AMENDMENT OF AMENDED AND RESTATED EQUIPMENT

SCHEDULE NO. 1 AND SECOND AMENDMENT TO MASTER LEASE AGREEMENT (this "Amendment")

is made as of the ___ day of February, 2005, by and between GENERAL ELECTRIC

CAPITAL CORPORATION, FOR ITSELF AND AS AGENT, ("Lessor") and ANCHOR GLASS

CONTAINER CORPORATION ("Lessee").

      Lessor and Lessee have executed that certain Master Lease Agreement dated

as of December 26, 2002 (as amended, supplemented or otherwise modified, the

"Master Lease") and pursuant thereto, that certain Amended and Restated

Equipment Schedule No. 1 dated as of March 26, 2003 (as amended, supplemented or

otherwise modified, the "Schedule"; the Schedule, incorporating by reference the

Master Lease (the "Lease"), constitutes a separate instrument of lease).

Capitalized terms not defined herein shall have the meanings assigned to them in

the Lease.

      Lessee has further amended the Revolver pursuant to Amendment No. 5, dated

as of February 14, 2005, a copy of which is attached hereto as Exhibit No. 1

(the "Revolver Amendment"), pursuant to which the parties thereto agreed, among

other things, to amend Section 9.17 of the Revolver.

      Lessee has requested, and Lessor has agreed, upon the terms and conditions

of this Amendment, to amend the Schedule and the Master Lease to reflect the

changes to Section 9.17 of the Revolver as set forth in the Revolver Amendment

and certain other changes.

      NOW, THEREFORE, in consideration of the covenants and mutual promises set

forth herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:

      1.     Amendments to Master Lease. The Master Lease is hereby amended as

             follows:

            (a) By inserting the words "as may be amended, supplemented,

restated or otherwise modified," before the words "this `Agreement')", in the

preamble thereto.

            (b) By adding the following to the end of Section V(b):

             "Lessee will deliver to Lessor, on a weekly basis, a 13-week rolling

            cash flow forecast, certified by the chief financial officer of

            Lessee. Lessee will deliver to Lessor, within thirty (30) days after

            the end of each month (the `Month Then Ended'), a 3-month rolling

            profit and loss and cash flow forecast, certified by the chief

            financial officer of Lessee, such forecast to include the next three

            (3) months after the Month Then Ended plus a revised forecast with

            respect to the Month Then Ended. Notwithstanding the foregoing,

            Lessee will not be required to deliver the forecasts referenced in

            the immediately preceding two sentences if, as of the date of

            determination, Lessee then has excess availability in an amount not

            less

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            than $20,000,000 with respect to the Revolver and the B Revolver.

            Upon request, Lessee shall provide Lessor access to FTI Consulting

            or such other consulting firm as may from time to time be retained

            by Lessee, to discuss the financial and operating condition of

            Lessee. In addition, Lessee will deliver to Lessor the information,

             certificates and reports required to be provided by Lessee pursuant

            to Sections 9.6(a), (c) and (d) of the Revolver as such provisions

            are in effect on the date of Amendment No. 5 to the Revolver,

            notwithstanding any other amendment, supplement, restatement or

            other modification to, or expiration or termination of, the

            Revolver."

            (c) By deleting clause (a)(11)(A) of Section XII of the Master Lease

in its entirety and inserting the following clause (a)(11)(A) in lieu thereof:

            "(11)(A) Lessee shall be in default in the performance of any

            agreement or condition contained in the Revolver or the B Revolver,

            including (without limitation) the covenant set forth in Section

            9.17 of the Revolver as such covenant exists on the date of

            Amendment No. 5 to the Revolver, notwithstanding any other

            amendment, supplement, restatement or other modification to, or

            expiration or termination of, the Revolver (the `Incorporated

            Covenant'). For the sake of clarity, the Incorporated Covenant is

            the covenant as set forth in Section 5 of the Revolver Amendment."

            (d) By inserting at the end of the definition of "Revolver" in

Schedule A to the Master Lease the words "except as expressly provided in the

Documents, as such agreement may be amended, supplemented, restated or otherwise

modified".

            (e) By adding the following new definition to Schedule A to the

Master Lease:

            " `B Revolver' shall mean that certain Loan and Security Agreement

            dated as of February 14, 2005, among Lessee, Madeleine L.L.C., as

            Administrative and Collateral Agent, and the financial institutions

            named therein as lenders, or any security agreements and guaranties

            delivered in connection therewith as such agreement may be amended,

            supplemented, restated or otherwise modified."

            (f) By deleting Exhibit No. 1 attach