<PAGE>
                           AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

                                 ON MAY 26, 2004

                                                       REGISTRATION NO. 333-____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                APTARGROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        36-3853103
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                      475 WEST TERRA COTTA AVENUE, SUITE E
                          CRYSTAL LAKE, ILLINOIS 60014
                    (Address of principal executive offices)


                                APTARGROUP, INC.
                             2004 STOCK AWARDS PLAN

                                APTARGROUP, INC.
                         2004 DIRECTOR STOCK OPTION PLAN

                            (Full title of the plan)

                                                            Copy to:
              STEPHEN J. HAGGE                           GARY D. GERSTMAN
          EXECUTIVE VICE PRESIDENT,               SIDLEY AUSTIN BROWN & WOOD LLP
   CHIEF FINANCIAL OFFICER AND SECRETARY                  BANK ONE PLAZA
   475 WEST TERRA COTTA AVENUE, SUITE E              CHICAGO, ILLINOIS 60603
      CRYSTAL LAKE, ILLINOIS 60014                      (312) 853-7000
             (815) 477-0424
   (NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)


<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
      TITLE OF SECURITIES TO BE              AMOUNT TO BE          PROPOSED MAXIMUM         PROPOSED MAXIMUM           AMOUNT OF
             REGISTERED                       REGISTERED          OFFERING PRICE PER       AGGREGATE OFFERING      REGISTRATION FEE
                                                                      SHARE                    PRICE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                     <C>                      <C>                     <C>
Common Stock, $.01 par value              2,580,000 shares           $39.30 (1)              $101,394,000 (1)         $12,846.62
------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights           2,580,000 (2)                  -- (2)                        -- (2)                 -- (2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the Common Stock
     of the Registrant on the New York Stock Exchange on May 21, 2004.

(2)  Rights are initially carried and traded with the Common Stock of the
     Registrant. Value attributable to such Rights, if any, is reflected in the
     market price of the Common Stock.



<PAGE>



                                     PART II

                           INFORMATION REQUIRED IN THE

                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by AptarGroup, Inc. (the "Company")
are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the year
         ended December 31, 2003.

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act") since December 31, 2003.

                  (c) The description of the Company's common stock, par value
         $.01 per share (the "Common Stock"), which is contained in the
         Registration Statement on Form 8-A filed with the Commission on April
         5, 1993 under the Exchange Act, and the description of the associated
         preferred stock purchase rights (the "Rights"), which is contained in
         the Registration Statement on Form 8-A filed with the Commission on
         April 7, 2003 under the Exchange Act, including in each case any
         subsequent amendment or any report filed for the purpose of updating
         such descriptions.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and all documents filed by the Plan
pursuant to Section 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Company's Amended and Restated Certificate of
Incorporation ("Certificate of Incorporation") provides that, to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"), as the
same exists or may be amended, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for a breach of fiduciary
duty as a director. In accordance with Section 102(b)(7) of the DGCL, no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for (i) breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions

                                       -2-
<PAGE>


not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) unlawful payment of dividends under Section 174 of the DGCL or
(iv) transactions from which the director derives an improper personal benefit.

                  The Certificate of Incorporation provides for indemnification
of directors and officers to the fullest extent permitted by the DGCL, as
amended from time to time. Under Article Thirteen of the Certificate of
Incorporation, the Company may maintain insurance on behalf of any person who is
or was a director, officer or employee of the Company or was serving at the
request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise (including
service with respect to any employee benefit plan) against any liability
asserted against such person in such capacity, whether or not the Company would
have the power to indemnify such person against such liability under the
provisions of Article Thirteen of the Certificate of Incorporation.

                  Reference is made to Section 145 of the DGCL, which provides
for indemnification of directors and officers in certain circumstances.

                  Pursuant to Section 145 of the DGCL and the Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

                  The Exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index.

ITEM 9.  UNDERTAKINGS

                  (a)  The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement; Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  and of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement; and

                                      -3-
<PAGE>

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                      -4-
<PAGE>


                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Crystal Lake, State of Illinois, on
this 26th day of May, 2004.

                                           APTARGROUP, INC.


                                           By: /s/ Stephen J. Hagge
                                               ---------------------------------
                                               Stephen J. Hagge
                                               Executive Vice President,
                                               Chief Financial Officer and
                                               Secretary

                  KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen J. Hagge and Ralph A. Poltermann,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, including any filings under Rule 462 promulgated under
the Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 26th day of May, 2004.

/s/ King Harris                            Chairman of the Board and Director
----------------------------------
King Harris

/s/ Carl A. Siebel                         President and Chief Executive Officer
----------------------------------         and Director
Carl A. Siebel                             (Principal Executive Officer)

/s/ Peter Pfeiffer                         Vice Chairman of the Board
----------------------------------         and Director
Peter Pfeiffer

/s/ Stephen J. Hagge                       Executive Vice President, Chief
----------------------------------         Financial Officer, Secretary and
Stephen J. Hagge                           Director
                                           (Principal Accounting and Financial
                                           Officer)

/s/ Alain Chevassus                        Director
----------------------------------
Alain Chevassus

/s/ Rodney L. Goldstein                    Director
----------------------------------
Rodney L. Goldstein

/s/ Ralph Gruska                           Director
----------------------------------
Ralph Gruska

/s/ Leo A. Guthart                         Director
----------------------------------
Leo A. Guthart

/s/ Prof. Dr. Robert W. Hacker             Director
----------------------------------
Prof. Dr. Robert W. Hacker

/s/ Dr. Joanne C. Smith                    Director
----------------------------------
Dr. Joanne C. Smith


                                      -5-
<PAGE>





             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit
Number            Description of Exhibit
-------           ----------------------

4(a)              Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3(i) to the
                  Company's quarterly report on Form 10-Q for the quarter ended
                  June 30, 1999, File No. 1-11846).

4(b)              Amended and Restated By-Laws of the Company (incorporated by
                  reference to Exhibit 3(ii) to the Company's Annual Report on
                  Form 10-K for the year ended December 31, 2002, File No.
                  1-11846).

4(c)              Rights Agreement dated as of April 7, 2003 between the Company
                  and National City Bank, as rights agent (incorporated by
                  reference to Exhibit 1 of the Company's Registration Statement
                  on Form 8-A filed under the Exchange Act, File No. 1-11846).

4(d)              Certificate of Designation of the Series B Junior
                  Participating Preferred Stock of the Company dated April 7,
                  2003 (incorporated by reference to Exhibit 2 of the Company's
                  Registration Statement on Form 8-A filed under the Exchange
                  Act, File No. 1-11846).

4(e)              AptarGroup, Inc. 2004 Stock Awards Plan (incorporated by
                  reference to Appendix A to the Proxy Statement for the 2004
                  Annual Meeting of Stockholders filed under the Exchange Act,
                  File No. 1-11846).

4(f)              AptarGroup, Inc. 2004 Director Stock Option Plan (incorporated
                  by reference to Appendix B to the Proxy Statement for the 2004
                  Annual Meeting of Stockholders filed under the Exchange Act,
                  File No. 1-11846).

*5                Opinion of Sidley Austin Brown & Wood LLP

*23(a)            Consent of Sidley Austin Brown & Wood LLP (included in its
                  opinion filed as Exhibit 5).

*23(b)            Consent of PricewaterhouseCoopers LLP.

*24               Powers of Attorney (contained in the signature page to this
                  Registration Statement).


--------------------------------
*  Filed herewith.
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{"company-data": {"conformed-name": "APTARGROUP INC", "cik": "0000896622", "assigned-sic": "3089", "irs-number": "363853103", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115872", "film-number": "04831208"}, "business-address": {"street1": "475 W TERRA COTTA AVE", "street2": "STE E", "city": "CRYSTAL LAKE", "state": "IL", "zip": "60014", "phone": "8154770424"}, "mail-address": {"street1": "475 W. TERRA COTTA AVE. SUITE E", "city": "CRYSTAL LAKE", "state": "IL", "zip": "60014"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

                                 ON MAY 26, 2004

                                                       REGISTRATION NO. 333-____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                APTARGROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        36-3853103
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                      475 WEST TERRA COTTA AVENUE, SUITE E
                          CRYSTAL LAKE, ILLINOIS 60014
                    (Address of principal executive offices)

                                APTARGROUP, INC.
                             2004 STOCK AWARDS PLAN

                                APTARGROUP, INC.
                         2004 DIRECTOR STOCK OPTION PLAN

                            (Full title of the plan)

                                                            Copy to:
              STEPHEN J. HAGGE                           GARY D. GERSTMAN
          EXECUTIVE VICE PRESIDENT,               SIDLEY AUSTIN BROWN & WOOD LLP
   CHIEF FINANCIAL OFFICER AND SECRETARY                  BANK ONE PLAZA
   475 WEST TERRA COTTA AVENUE, SUITE E              CHICAGO, ILLINOIS 60603
      CRYSTAL LAKE, ILLINOIS 60014                      (312) 853-7000
             (815) 477-0424
   (NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
      TITLE OF SECURITIES TO BE              AMOUNT TO BE          PROPOSED MAXIMUM         PROPOSED MAXIMUM           AMOUNT OF
             REGISTERED                       REGISTERED          OFFERING PRICE PER       AGGREGATE OFFERING      REGISTRATION FEE
                                                                      SHARE                    PRICE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value              2,580,000 shares           $39.30 (1)              $101,394,000 (1)         $12,846.62
------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights           2,580,000 (2)                  -- (2)                        -- (2)                 -- (2)
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the Common Stock
     of the Registrant on the New York Stock Exchange on May 21, 2004.

(2)  Rights are initially carried and traded with the Common Stock of the
     Registrant. Value attributable to such Rights, if any, is reflected in the
     market price of the Common Stock.
PART II

                           INFORMATION REQUIRED IN THE

                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by AptarGroup, Inc. (the "Company")
are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the year
         ended December 31, 2003.

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act") since December 31, 2003.

                  (c) The description of the Company's common stock, par value
         $.01 per share (the "Common Stock"), which is contained in the
         Registration Statement on Form 8-A filed with the Commission on April
         5, 1993 under the Exchange Act, and the description of the associated
         preferred stock purchase rights (the "Rights"), which is contained in
         the Registration Statement on Form 8-A filed with the Commission on
         April 7, 2003 under the Exchange Act, including in each case any
         subsequent amendment or any report filed for the purpose of updating
         such descriptions.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and all documents filed by the Plan
pursuant to Section 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Company's Amended and Restated Certificate of
Incorporation ("Certificate of Incorporation") provides that, to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"), as the
same exists or may be amended, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for a breach of fiduciary
duty as a director. In accordance with Section 102(b)(7) of the DGCL, no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for (i) breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions

                                       -2-
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) unlawful payment of dividends under Section 174 of the DGCL or
(iv) transactions from which the director derives an improper personal benefit.

                  The Certificate of Incorporation provides for indemnification
of directors and officers to the fullest extent permitted by the DGCL, as
amended from time to time. Under Article Thirteen of the Certificate of
Incorporation, the Company may maintain insurance on behalf of any person who is
or was a director, officer or employee of the Company or was serving at the
request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise (including
service with respect to any employee benefit plan) against any liability
asserted against such person in such capacity, whether or not the Company would
have the power to indemnify such person against such liability under the
provisions of Article Thirteen of the Certificate of Incorporation.

                  Reference is made to Section 145 of the DGCL, which provides
for indemnification of directors and officers in certain circumstances.

                  Pursuant to Section 145 of the DGCL and the Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

                  The Exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index.

ITEM 9.  UNDERTAKINGS

                  (a)  The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement; Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  and of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement; and

                                      -3-
(iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      -4-
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Crystal Lake, State of Illinois, on
this 26th day of May, 2004.

                                           APTARGROUP, INC.

                                           By: /s/ Stephen J. Hagge
                                               ---------------------------------
                                               Stephen J. Hagge
                                               Executive Vice President,
                                               Chief Financial Officer and
                                               Secretary

                  KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen J. Hagge and Ralph A. Poltermann,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, including any filings under Rule 462 promulgated under
the Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 26th day of May, 2004.

/s/ King Harris                            Chairman of the Board and Director
----------------------------------
King Harris

/s/ Carl A. Siebel                         President and Chief Executive Officer
----------------------------------         and Director
Carl A. Siebel                             (Principal Executive Officer)

/s/ Peter Pfeiffer                         Vice Chairman of the Board
----------------------------------         and Director
Peter Pfeiffer

/s/ Stephen J. Hagge                       Executive Vice President, Chief
----------------------------------         Financial Officer, Secretary and
Stephen J. Hagge                           Director
                                           (Principal Accounting and Financial
                                           Officer)

/s/ Alain Chevassus                        Director
----------------------------------
Alain Chevassus

/s/ Rodney L. Goldstein                    Director
----------------------------------
Rodney L. Goldstein

/s/ Ralph Gruska                           Director
----------------------------------
Ralph Gruska

/s/ Leo A. Guthart                         Director
----------------------------------
Leo A. Guthart

/s/ Prof. Dr. Robert W. Hacker             Director
----------------------------------
Prof. Dr. Robert W. Hacker

/s/ Dr. Joanne C. Smith                    Director
----------------------------------
Dr. Joanne C. Smith

                                      -5-
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit
Number            Description of Exhibit
-------           ----------------------

4(a)              Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3(i) to the
                  Company's quarterly report on Form 10-Q for the quarter ended
                  June 30, 1999, File No. 1-11846).

4(b)              Amended and Restated By-Laws of the Company (incorporated by
                  reference to Exhibit 3(ii) to the Company's Annual Report on
                  Form 10-K for the year ended December 31, 2002, File No.
                  1-11846).

4(c)              Rights Agreement dated as of April 7, 2003 between the Company
                  and National City Bank, as rights agent (incorporated by
                  reference to Exhibit 1 of the Company's Registration Statement
                  on Form 8-A filed under the Exchange Act, File No. 1-11846).

4(d)              Certificate of Designation of the Series B Junior
                  Participating Preferred Stock of the Company dated April 7,
                  2003 (incorporated by reference to Exhibit 2 of the Company's
                  Registration Statement on Form 8-A filed under the Exchange
                  Act, File No. 1-11846).

4(e)              AptarGroup, Inc. 2004 Stock Awards Plan (incorporated by
                  reference to Appendix A to the Proxy Statement for the 2004
                  Annual Meeting of Stockholders filed under the Exchange Act,
                  File No. 1-11846).

4(f)              AptarGroup, Inc. 2004 Director Stock Option Plan (incorporated
                  by reference to Appendix B to the Proxy Statement for the 2004
                  Annual Meeting of Stockholders filed under the Exchange Act,
                  File No. 1-11846).

*5                Opinion of Sidley Austin Brown & Wood LLP

*23(a)            Consent of Sidley Austin Brown & Wood LLP (included in its
                  opinion filed as Exhibit 5).

*23(b)            Consent of PricewaterhouseCoopers LLP.

*24               Powers of Attorney (contained in the signature page to this
                  Registration Statement).

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*  Filed herewith.