<PAGE>   1
As filed with the Securities and Exchange Commission on July 10, 1996.
                                                   Registration No. 33-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             450 FIFTH STREET N.W.
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                       NORWOOD PROMOTIONAL PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

          TEXAS                                                  74-2553074
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       70 N.E. LOOP 410, SUITE 295                                 78216
           SAN ANTONIO, TEXAS                                    (Zip Code)
(Address of Principal Executive Offices)                                

                             ----------------------

                               1993 NONQUALIFIED
                               STOCK OPTION PLAN

                            (Full title of the plan)

                             ----------------------

             J. MAX WAITS                                    COPY TO:
        CHIEF FINANCIAL OFFICER                         WILLIAM R VOLK, ESQ.
      70 N.E. LOOP 410, SUITE 295                       HUGHES & LUCE, L.L.P.
       SAN ANTONIO, TEXAS  78216                  111 CONGRESS AVENUE, SUITE 900
  (Name, address and telephone number,                  AUSTIN, TEXAS  78701
including area code, of agent for service)                (512) 482-6800

                             ----------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                                        PROPOSED             PROPOSED
                                      AMOUNT            MAXIMUM               MAXIMUM           AMOUNT OF
  TITLE OF CLASS OF SECURITIES         TO BE         OFFERING PRICE          AGGREGATE         REGISTRATION
        TO BE REGISTERED           REGISTERED(1)      PER SHARE(2)      OFFERING PRICE (2)        FEE(2)
- ------------------------------------------------------------------------------------------------------------------------
 <S>                                  <C>                <C>                <C>                  <C>
 Shares of Common Stock, no           11,028             $5.25              $57,897.00           $100.00
 par value per share . . . . .
========================================================================================================================
</TABLE>

         (1)     Pursuant to Rule 416 of the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement is deemed to include
additional shares of Common Stock of the registrant issuable under the terms of
the 1993 Nonqualified Stock Option Plan to prevent dilution resulting from any
future stock split, stock dividend or similar transaction.

         (2)     Calculated pursuant to Rule 457(h) of the Securities Act.  The
price per share of the Common Stock offered pursuant to the plan is based on
11,028 shares of Common Stock reserved for issuance under the 1993 Nonqualified
Stock Option Plan subject to options issued thereunder at an exercise price of
$5.25 per share.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE


         The information required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement on Form S-8 in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the Note to Part I on Form S-8.



                                      I-1
<PAGE>   3
                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                 (1)      the description of the Common Stock, no par value per
                          share, of the registrant (the "Common Stock") set
                          forth in the Registration Statement on Form 8-A filed
                          pursuant to Section 12 of the Securities Exchange Act
                          of 1934, as amended (the "Exchange Act"), and all
                          amendments and reports which have been filed for the
                          purpose of updating such description.

                 (2)      the registrant's Annual Report on Form 10-K for the
                          fiscal year ended September 2, 1995;

                 (3)      the registrant's Quarterly Reports on Form 10-Q for
                          the quarters ended December 2, 1995 and March 2 and
                          June 1, 1996; and

         All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of the filing of such documents
until such time as there shall have been filed a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by this item is not applicable to this
Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by this item is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The registrant has authority under Articles 2.02(A)(16) and 2.02-1 of
the Texas Business Corporation Act (the "TBCA") to indemnify its directors and
officers to the extent provided for in such statute.  The registrant's Articles
of Incorporation and Bylaws allow indemnification of directors and officers to
the full extent permitted by said provisions of the TBCA.

         The TBCA provides in part that a corporation may indemnify a director 
or officer or other person who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a
director, officer, employee or agent of the corporation, if it is determined
that (i) such person conducted himself in good faith; (ii) reasonably believed,
in the case of conduct in his official capacity as a director or officer of the
corporation, that his conduct was in the corporation's best interests, and, in
all other cases, that his conduct was at least not opposed to the corporation's
best interest; and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful.


                                      II-1
<PAGE>   4
         A corporation may indemnify a person under the TBCA against judgments,
penalties (including excise and similar taxes), fines, settlement, and
reasonable expenses actually incurred by the person in connection with the
proceeding.  If the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by the
person, the indemnification is limited to reasonable expenses actually incurred
by the person in connection with the proceeding, and shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
corporation.

         A corporation may also pay or reimburse expenses incurred by a person
in connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.

         Reference is also made to the Articles of Incorporation, which limit
or eliminate a director's liability for monetary damages to the registrant or
its shareholders for acts or omissions in the director's capacity as a
director, except that the Articles of Incorporation do not eliminate or limit
the liability of a director for (i) a breach of the director's duty of loyalty
to the registrant or its shareholders, (ii) an act or omission not in good
faith that constitutes a breach of duty of the director to the registrant or an
act or omission that involves intentional misconduct or a knowing violation of
the law, (iii) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office, or (iv) an act or omission for which the
liability of a director is expressly provided for by an applicable statute.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by this item is not applicable to
this Registration Statement.

ITEM 8.  EXHIBITS.

         The following documents are filed as a part of this Registration
Statement.

         (a)     Exhibits.

                          The following documents are filed as a part of this
registration statement.

<TABLE>
<CAPTION>
         Exhibit          Description of Exhibit
         -------          ----------------------
          <S>             <C>
          4.1             Articles of Incorporation of the registrant, as amended (incorporated by reference to
                          Exhibit 3.1 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed
                          with the Commission on April 28, 1993).

          4.2             Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's
                          Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28,
                          1993).

          4.3             1993 Nonqualified Stock Option Plan of the registrant (incorporated by reference to Exhibit
                          10.18 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the
                          Commission on April 28, 1993).

          4.4             Form of 1993 Nonqualified Stock Option Agreement under the 1993 Nonqualified Stock Option Plan
                          of the registrant (attached as an exhibit to item 4.3).
</TABLE>

                                      II-2
<PAGE>   5
<TABLE>
         <S>              <C>
          5.1             Opinion of Hughes & Luce, L.L.P.

         23.1             Consent of Hughes & Luce, L.L.P. (included in their opinion filed as Exhibit 5.1).

         23.2             Consent of Ernst & Young, LLP.

         24.1             Power of Attorney (see signature page of this Registration Statement).
</TABLE>

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

                 (2)      that, for the purpose of determining any liability
         under the Securities Act, 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; and

                 (3)      to remove from registration by means of a
         post-effective amendment any of the securities being registered that
         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, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      II-3
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all 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 San Antonio, Texas, on July 2, 1996:


                                     NORWOOD PROMOTIONAL PRODUCTS, INC.


                                     By:   /s/ ROBERT P. WHITESELL
                                           -------------------------------------
                                           Robert P. Whitesell
                                           President and Chief Operating Officer


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Frank P. Krasovec and Robert P.
Whitesell, each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits, thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
             Signature                                    Title                                      Date
             ---------                                    -----                                      ----
<S>                                            <C>                                                <C>
                                               Chairman and
                                               Chief Executive Officer
                                               and Director (Principal
  /s/ FRANK P. KRASOVEC                        Executive Officer)                                 June 30, 1996
- -----------------------------------------                                                                                
Frank P. Krasovec


                                               President and Chief Operating
  /s/ ROBERT P. WHITESELL                      Officer and Director                               June 30, 1996
- ------------------------------------------                                                                               
Robert P. Whitesell

                                               Chief Financial Officer,
                                               Secretary and Treasurer
                                               (Principal Financial and
  /s/ J. MAX WAITS                             Accounting Officer)                                June 30, 1996
- ------------------------------------------                                                                               
J. Max Waits
</TABLE>

                                      II-4
<PAGE>   7

<TABLE>
<S>                                            <C>                                                <C>
  /s/ JOHN H. JOSEPHSON                        Director                                           June 30, 1996
- ------------------------------------------                                                                               
John H. Josephson


  /s/ ROBERT L. SEIBERT                        Director                                           June 30, 1996
- --------------------------------------------                                                                             
Robert L. Seibert


  /s/ JOHN H. WILSON III                       Director                                           June 30, 1996
- -------------------------------------------                                                                              
John H. Wilson III


  /s/ HAROLD HOLLAND                           Director                                           June 30, 1996
- ------------------------------------------                                                                               
Harold Holland
</TABLE>

                                      II-5
<PAGE>   8
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                                                                
   Exhibit                                                                                                      
     No.                                  Description of Exhibit                                                
 -----------                              ----------------------                                                
     <S>       <C>                                                                                              
     4.1       Articles of  Incorporation of  the registrant, as  amended (incorporated  by                     
               reference  to  Exhibit 3.1  to the  registrant's  Registration  Statement  on                    
               Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993).                       
                                                                                                                
     4.2       Bylaws of  the registrant (incorporated by  reference to  Exhibit 3.2 to the                     
               registrant's  Registration Statement  on Form S-1,  File No. 33-61740,  filed                    
               with the Commission on April 28, 1993).                                                          
                                                                                                                
     4.3       1993  Nonqualified Stock  Option  Plan of  the registrant.  (incorporated by                     
               reference  to Exhibit  10.18 to  the  registrant's Registration  Statement on                    
               Form S-1, File No. 33-61740, filed with the commission on April 28, 1993.                        
                                                                                                                
     4.4       Form of  1993 Nonqualified  Stock Option Agreement  under 1993  Nonqualified                     
               Stock Option Plan of the registrant (attached as an exhibit to item 4.3).                        
                                                                                                                
     5.1       Opinion of Hughes & Luce, L.L.P.                                                                 
                                                                                                                
     23.1      Consent of  Hughes  &  Luce, L.L.P.  (included  in their  opinion  filed  as                     
               Exhibit 5.1).                                                                                    
                                                                                                                
     23.2      Consent of Ernst & Young, LLP.                                                                   
                                                                                                                
     24.1      Power of Attorney (see signature page of this Registration Statement).                           
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "NORWOOD PROMOTIONAL PRODUCTS, INC.", "secsgml_size_bytes": 22650}]
{"company-data": {"conformed-name": "NORWOOD PROMOTIONAL PRODUCTS INC", "cik": "0000902793", "assigned-sic": "2300", "irs-number": "742553074", "state-of-incorporation": "TX", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07877", "film-number": "96593026"}, "business-address": {"street1": "70 NE LOOP 410 SUITE 295", "street2": "THE RENAISSANCE PLAZA", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2102277629"}}
1
As filed with the Securities and Exchange Commission on July 10, 1996.
                                                   Registration No. 33-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             450 FIFTH STREET N.W.
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                       NORWOOD PROMOTIONAL PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

          TEXAS                                                  74-2553074
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       70 N.E. LOOP 410, SUITE 295                                 78216
           SAN ANTONIO, TEXAS                                    (Zip Code)
(Address of Principal Executive Offices)                                

                             ----------------------

                               1993 NONQUALIFIED
                               STOCK OPTION PLAN

                            (Full title of the plan)

                             ----------------------

             J. MAX WAITS                                    COPY TO:
        CHIEF FINANCIAL OFFICER                         WILLIAM R VOLK, ESQ.
      70 N.E. LOOP 410, SUITE 295                       HUGHES & LUCE, L.L.P.
       SAN ANTONIO, TEXAS  78216                  111 CONGRESS AVENUE, SUITE 900
  (Name, address and telephone number,                  AUSTIN, TEXAS  78701
including area code, of agent for service)                (512) 482-6800

                             ----------------------

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                        PROPOSED             PROPOSED
                                      AMOUNT            MAXIMUM               MAXIMUM           AMOUNT OF
  TITLE OF CLASS OF SECURITIES         TO BE         OFFERING PRICE          AGGREGATE         REGISTRATION
        TO BE REGISTERED           REGISTERED(1)      PER SHARE(2)      OFFERING PRICE (2)        FEE(2)
- ------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, no           11,028             $5.25              $57,897.00           $100.00
 par value per share . . . . .
========================================================================================================================
(1)     Pursuant to Rule 416 of the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement is deemed to include
additional shares of Common Stock of the registrant issuable under the terms of
the 1993 Nonqualified Stock Option Plan to prevent dilution resulting from any
future stock split, stock dividend or similar transaction.

         (2)     Calculated pursuant to Rule 457(h) of the Securities Act.  The
price per share of the Common Stock offered pursuant to the plan is based on
11,028 shares of Common Stock reserved for issuance under the 1993 Nonqualified
Stock Option Plan subject to options issued thereunder at an exercise price of
$5.25 per share.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         The information required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement on Form S-8 in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the Note to Part I on Form S-8.

                                      I-1
3
                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                 (1)      the description of the Common Stock, no par value per
                          share, of the registrant (the "Common Stock") set
                          forth in the Registration Statement on Form 8-A filed
                          pursuant to Section 12 of the Securities Exchange Act
                          of 1934, as amended (the "Exchange Act"), and all
                          amendments and reports which have been filed for the
                          purpose of updating such description.

                 (2)      the registrant's Annual Report on Form 10-K for the
                          fiscal year ended September 2, 1995;

                 (3)      the registrant's Quarterly Reports on Form 10-Q for
                          the quarters ended December 2, 1995 and March 2 and
                          June 1, 1996; and

         All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of the filing of such documents
until such time as there shall have been filed a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by this item is not applicable to this
Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by this item is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The registrant has authority under Articles 2.02(A)(16) and 2.02-1 of
the Texas Business Corporation Act (the "TBCA") to indemnify its directors and
officers to the extent provided for in such statute.  The registrant's Articles
of Incorporation and Bylaws allow indemnification of directors and officers to
the full extent permitted by said provisions of the TBCA.

         The TBCA provides in part that a corporation may indemnify a director 
or officer or other person who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a
director, officer, employee or agent of the corporation, if it is determined
that (i) such person conducted himself in good faith; (ii) reasonably believed,
in the case of conduct in his official capacity as a director or officer of the
corporation, that his conduct was in the corporation's best interests, and, in
all other cases, that his conduct was at least not opposed to the corporation's
best interest; and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful.

                                      II-1
4
         A corporation may indemnify a person under the TBCA against judgments,
penalties (including excise and similar taxes), fines, settlement, and
reasonable expenses actually incurred by the person in connection with the
proceeding.  If the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by the
person, the indemnification is limited to reasonable expenses actually incurred
by the person in connection with the proceeding, and shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
corporation.

         A corporation may also pay or reimburse expenses incurred by a person
in connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.

         Reference is also made to the Articles of Incorporation, which limit
or eliminate a director's liability for monetary damages to the registrant or
its shareholders for acts or omissions in the director's capacity as a
director, except that the Articles of Incorporation do not eliminate or limit
the liability of a director for (i) a breach of the director's duty of loyalty
to the registrant or its shareholders, (ii) an act or omission not in good
faith that constitutes a breach of duty of the director to the registrant or an
act or omission that involves intentional misconduct or a knowing violation of
the law, (iii) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office, or (iv) an act or omission for which the
liability of a director is expressly provided for by an applicable statute.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by this item is not applicable to
this Registration Statement.

ITEM 8.  EXHIBITS.

         The following documents are filed as a part of this Registration
Statement.

         (a)     Exhibits.

                          The following documents are filed as a part of this
registration statement.
Exhibit          Description of Exhibit
         -------          ----------------------
4.1             Articles of Incorporation of the registrant, as amended (incorporated by reference to
                          Exhibit 3.1 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed
                          with the Commission on April 28, 1993).

          4.2             Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant's
                          Registration Statement on Form S-1, File No. 33-61740, filed with the Commission on April 28,
                          1993).

          4.3             1993 Nonqualified Stock Option Plan of the registrant (incorporated by reference to Exhibit
                          10.18 to the registrant's Registration Statement on Form S-1, File No. 33-61740, filed with the
                          Commission on April 28, 1993).

          4.4             Form of 1993 Nonqualified Stock Option Agreement under the 1993 Nonqualified Stock Option Plan
                          of the registrant (attached as an exhibit to item 4.3).
II-2
5
5.1             Opinion of Hughes & Luce, L.L.P.

         23.1             Consent of Hughes & Luce, L.L.P. (included in their opinion filed as Exhibit 5.1).

         23.2             Consent of Ernst & Young, LLP.

         24.1             Power of Attorney (see signature page of this Registration Statement).
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 to include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

                 (2)      that, for the purpose of determining any liability
         under the Securities Act, 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; and

                 (3)      to remove from registration by means of a
         post-effective amendment any of the securities being registered that
         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, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      II-3
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all 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 San Antonio, Texas, on July 2, 1996:

                                     NORWOOD PROMOTIONAL PRODUCTS, INC.

                                     By:   /s/ ROBERT P. WHITESELL
                                           -------------------------------------
                                           Robert P. Whitesell
                                           President and Chief Operating Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Frank P. Krasovec and Robert P.
Whitesell, each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits, thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature                                    Title                                      Date
             ---------                                    -----                                      ----
Chairman and
                                               Chief Executive Officer
                                               and Director (Principal
  /s/ FRANK P. KRASOVEC                        Executive Officer)                                 June 30, 1996
- -----------------------------------------                                                                                
Frank P. Krasovec

                                               President and Chief Operating
  /s/ ROBERT P. WHITESELL                      Officer and Director                               June 30, 1996
- ------------------------------------------                                                                               
Robert P. Whitesell

                                               Chief Financial Officer,
                                               Secretary and Treasurer
                                               (Principal Financial and
  /s/ J. MAX WAITS                             Accounting Officer)                                June 30, 1996
- ------------------------------------------                                                                               
J. Max Waits
II-4
7
/s/ JOHN H. JOSEPHSON                        Director                                           June 30, 1996
- ------------------------------------------                                                                               
John H. Josephson

  /s/ ROBERT L. SEIBERT                        Director                                           June 30, 1996
- --------------------------------------------                                                                             
Robert L. Seibert

  /s/ JOHN H. WILSON III                       Director                                           June 30, 1996
- -------------------------------------------                                                                              
John H. Wilson III

  /s/ HAROLD HOLLAND                           Director                                           June 30, 1996
- ------------------------------------------                                                                               
Harold Holland
II-5
8
                               INDEX TO EXHIBITS
Exhibit                                                                                                      
     No.                                  Description of Exhibit                                                
 -----------                              ----------------------
4.1       Articles of  Incorporation of  the registrant, as  amended (incorporated  by                     
               reference  to  Exhibit 3.1  to the  registrant's  Registration  Statement  on                    
               Form S-1, File No. 33-61740, filed with the Commission on April 28, 1993).                       
                                                                                                                
     4.2       Bylaws of  the registrant (incorporated by  reference to  Exhibit 3.2 to the                     
               registrant's  Registration Statement  on Form S-1,  File No. 33-61740,  filed                    
               with the Commission on April 28, 1993).                                                          
                                                                                                                
     4.3       1993  Nonqualified Stock  Option  Plan of  the registrant.  (incorporated by                     
               reference  to Exhibit  10.18 to  the  registrant's Registration  Statement on                    
               Form S-1, File No. 33-61740, filed with the commission on April 28, 1993.                        
                                                                                                                
     4.4       Form of  1993 Nonqualified  Stock Option Agreement  under 1993  Nonqualified                     
               Stock Option Plan of the registrant (attached as an exhibit to item 4.3).                        
                                                                                                                
     5.1       Opinion of Hughes & Luce, L.L.P.                                                                 
                                                                                                                
     23.1      Consent of  Hughes  &  Luce, L.L.P.  (included  in their  opinion  filed  as                     
               Exhibit 5.1).                                                                                    
                                                                                                                
     23.2      Consent of Ernst & Young, LLP.                                                                   
                                                                                                                
     24.1      Power of Attorney (see signature page of this Registration Statement).