<PAGE>
 
                   As filed with the Securities and Exchange
                        Commission on December 11, 1996

                                                      Registration No. 333-   
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  ----------


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

                         AMERICAN PAD & PAPER COMPANY
            (Exact name of registrant as specified in its charter)


            Delaware                                         04-3164298
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                        Identification Number)
 
17304 Preston Road, Suite 700, Dallas, TX                    75252-5613
 (Address of Principal Executive Offices)                    (Zip Code)

     AMERICAN PAD & PAPER COMPANY 1996 KEY EMPLOYEES STOCK INCENTIVE PLAN
     AMERICAN PAD & PAPER COMPANY NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
          AMERICAN PAD & PAPER COMPANY MANAGEMENT STOCK PURCHASE PLAN
        AMPAD HOLDING CORPORATION 1992 KEY EMPLOYEES STOCK OPTION PLAN
                           (Full Title of the Plans)

                               Kevin W. McAleer
                            Chief Financial Officer
                         American Pad & Paper Company
                         17304 Preston Road, Suite 700
                           Dallas, Texas  75252-5613
                    (Name and Address of Agent for Service)

                                (972) 733-6200
         (Telephone Number, including Area Code, of Agent for Service)

                                   Copy to:
                                   ------- 
                               James L. Learner
                               Kirkland & Ellis
                            200 East Randolph Drive
                           Chicago, Illinois  60601
                                (312) 861-2000

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------- 
                                             Proposed Maximum     Proposed Maximum        Amount of
Title of Securities to      Amount to be      Offering Price     Aggregate Offering      Registration
    be Registered            Registered       Per Share/               Price                 Fee 
----------------------------------------------------------------------------------------------------- 
<S>                        <C>               <C>                 <C>                     <C>
Common Stock, par          1,295,900 shares       $20.88(1)         $27,058,392            $8,200 
 value $.01 per share
-----------------------------------------------------------------------------------------------------
Common Stock               2,226,923 shares       $ 0.14(2)         $   305,233            $   93
----------------------------------------------------------------------------------------------------- 
Common Stock                 804,100 shares       $15.00(3)         $12,061,500            $3,655
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated pursuant to Rule 457(h) based on the average of the high and low
     prices of the shares reported in the consolidated reporting system on
     December 5, 1996.

(2)  Estimated pursuant to Rule 457(h) based on the weighted average exercise
     price of the options granted under the Registrant's 1992 Key Employees
     Stock Option Plan.

(3)  Estimated pursuant to Rule 457(h) based upon an exercise price of $15.00
     relating to options granted under the Registrant's 1996 Key Employees Stock
     Incentive Plan and Non-Employees Director Stock Option Plan.

<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by American Pad & Paper Company
(formerly known as Ampad Holding Corporation), a Delaware corporation, (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference except to the extent any statement or
information therein is modified, superseded or replaced by a statement or
information contained in this document or in any other subsequently filed
document incorporated herein by reference:

          (a)  The Corporation's Prospectus, dated July 1, 1996, filed pursuant
to Rule 424(b) under the Securities Act on July 2, 1996 (relating to
Registration Statement No. 333-4000).

          (b)  The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996 (Commission File No. 1-11803).

          (c)  The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996 (Commission File No. 1-11803).

          (d)  The description of the Corporation's Common Stock, par value $.01
per share (the "Common Stock") contained in Item 1 of the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on June 6, 1996.

          (e)  All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment 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 herein
and to be a part hereof from the date of the filing of such reports and
documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

                                      -2-
<PAGE>
 
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any transaction from which the director
derives an improper personal benefit, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemptions of shares or (iv) for any
breach of a director's duty of loyalty to the company or its stockholders.
Article X, Part A, of the Corporation's Restated Certificate of Incorporation
(the "Restated Certificate") includes such a provision.

          The Corporation's Restated Certificate provides that each person who
was or is made a party or is threatened to be made a party to or is otherwise
involved (including involvement as a witness) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding"), by
reason of the fact that he or she is or was a Director or officer of the
Corporation or, while a Director or officer of the Corporation, is or was
serving at the request of the Corporation as a Director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan (an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director of officer or in any other capacity while
serving as a Director or officer, will be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights then permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise exercise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnity in connection therewith and such indemnification will
continue as to an indemnitee who has ceased to be a Director, officer, employee
or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators under the Restated Certificate. This right of indemnification is
a contractual right and includes the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (an "advance of expenses"); provided, however, that, if and to the
extent that the DGCL requires, an advance of expenses incurred by indemnitee in
his or her capacity as a Director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, wihtout
limitation, service to an employee benefit plan) will be made only upon delivery
to the Corporation of an undertaking (an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it will ultimately be determined
by final judicial decision from which there is no further right to appeal (a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses. The Corporation may, by action of its Board of Directors, provide
indemnification to

                                      -3-
<PAGE>
 
employees and agents of the Corporation with the same or lesser scope and effect
as the foregoing indemnification of Directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

          5.1  Opinion of Kirkland & Ellis with respect to the legality of 
               certain shares of the Common Stock being registered hereby.

         23.1  Consent of Price Waterhouse LLP.

         23.2  Consent of KPMG Peat Marwick LLP.

         23.3  Consent of Ernst & Young LLP.

         23.4  Consent of Kirkland & Ellis (included in opinion filed as 
               Exhibit 5.1).

         24.1  Powers of Attorney (included in Part II of 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 (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 the registration statement
(or most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and (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 Registration Statement is on Form S-8 and 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 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 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, 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

                                      -4-
<PAGE>
 
to the securities offered herein, 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 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.

                                      -5-
<PAGE>
 
                                  SIGNATURES


THE REGISTRANT.  Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on December 10, 1996.


                                       AMERICAN PAD & PAPER COMPANY
 
                                       By: /s/ Kevin W. McAleer
                                           ---------------------------
                                               Kevin W. McAleer
                                               Chief Financial Officer




     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Kevin W. McAleer and William W. Solomon,
Jr., signing singly, his true and lawful attorney-in-fact and agent, 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 to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite or 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
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                              *     *     *     *

                                      -6-
<PAGE>
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney has been signed by the following persons in the
capacities and as of the date indicated.


Signature                     Title                            Date
---------                     -----                            ----
/s/ Charles G. Hanson, III
--------------------------    Chief Executive Officer and      December 10, 1996
    Charles G. Hanson, III    Director (Principal Executive 
                              Officer)
/s/ Kevin W. McAleer
------------------------      Chief Financial Officer          December 10, 1996
    Kevin W. McAleer          (Principal Accounting and 
                              Financial Officer)
/s/ Russell M. Gard
------------------------      Director                         December 10, 1996
    Russell M. Gard

/s/ Gregory M. Benson
------------------------      Director                         December 10, 1996
    Gregory M. Benson

/s/ Robert C. Gay
------------------------      Director                         December 10, 1996
    Robert C. Gay

/s/ Jonathan S. Lavine
------------------------      Director                         December 10, 1996
    Jonathan S. Lavine

/s/ Marc B. Wolpow
------------------------      Director                         December 10, 1996
    Marc B. Wolpow



                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


EXHIBIT                                                             SEQUENTIALLY
NO.                   DESCRIPTION OF DOCUMENT                       NO. PAGE
-------               -----------------------                       ------------

5.1       Opinion of Kirkland & Ellis with respect to the legality 
          of certain shares of the Common Stock being registered.

23.1      Consent of Price Waterhouse LLP.

23.2      Consent of KPMG Peat Marwick LLP.

23.3      Consent of Ernst & Young LLP.

23.4      Consent of Kirkland & Ellis (included in opinion filed 
          as Exhibit 5.1).

24.1      Powers of Attorney (included in Part II of Registration 
          Statement).


                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19261}]
{"company-data": {"conformed-name": "AMERICAN PAD & PAPER CO", "cik": "0000005588", "assigned-sic": "2670", "irs-number": "043146298", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17617", "film-number": "96678999"}, "business-address": {"street1": "17304 PRESTON D", "street2": "STE 700", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "2147336200"}, "mail-address": {"street1": "17304 PRESTON ROAD", "street2": "SUITE 700", "city": "DALLAS", "state": "TX", "zip": "75252"}}
As filed with the Securities and Exchange
                        Commission on December 11, 1996

                                                      Registration No. 333-   
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  ----------

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

                         AMERICAN PAD & PAPER COMPANY
            (Exact name of registrant as specified in its charter)

            Delaware                                         04-3164298
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                        Identification Number)
 
17304 Preston Road, Suite 700, Dallas, TX                    75252-5613
 (Address of Principal Executive Offices)                    (Zip Code)

     AMERICAN PAD & PAPER COMPANY 1996 KEY EMPLOYEES STOCK INCENTIVE PLAN
     AMERICAN PAD & PAPER COMPANY NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
          AMERICAN PAD & PAPER COMPANY MANAGEMENT STOCK PURCHASE PLAN
        AMPAD HOLDING CORPORATION 1992 KEY EMPLOYEES STOCK OPTION PLAN
                           (Full Title of the Plans)

                               Kevin W. McAleer
                            Chief Financial Officer
                         American Pad & Paper Company
                         17304 Preston Road, Suite 700
                           Dallas, Texas  75252-5613
                    (Name and Address of Agent for Service)

                                (972) 733-6200
         (Telephone Number, including Area Code, of Agent for Service)

                                   Copy to:
                                   ------- 
                               James L. Learner
                               Kirkland & Ellis
                            200 East Randolph Drive
                           Chicago, Illinois  60601
                                (312) 861-2000
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------- 
                                             Proposed Maximum     Proposed Maximum        Amount of
Title of Securities to      Amount to be      Offering Price     Aggregate Offering      Registration
    be Registered            Registered       Per Share/               Price                 Fee 
-----------------------------------------------------------------------------------------------------
Common Stock, par          1,295,900 shares       $20.88(1)         $27,058,392            $8,200 
 value $.01 per share
-----------------------------------------------------------------------------------------------------
Common Stock               2,226,923 shares       $ 0.14(2)         $   305,233            $   93
----------------------------------------------------------------------------------------------------- 
Common Stock                 804,100 shares       $15.00(3)         $12,061,500            $3,655
-----------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) based on the average of the high and low
     prices of the shares reported in the consolidated reporting system on
     December 5, 1996.

(2)  Estimated pursuant to Rule 457(h) based on the weighted average exercise
     price of the options granted under the Registrant's 1992 Key Employees
     Stock Option Plan.

(3)  Estimated pursuant to Rule 457(h) based upon an exercise price of $15.00
     relating to options granted under the Registrant's 1996 Key Employees Stock
     Incentive Plan and Non-Employees Director Stock Option Plan.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by American Pad & Paper Company
(formerly known as Ampad Holding Corporation), a Delaware corporation, (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference except to the extent any statement or
information therein is modified, superseded or replaced by a statement or
information contained in this document or in any other subsequently filed
document incorporated herein by reference:

          (a)  The Corporation's Prospectus, dated July 1, 1996, filed pursuant
to Rule 424(b) under the Securities Act on July 2, 1996 (relating to
Registration Statement No. 333-4000).

          (b)  The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996 (Commission File No. 1-11803).

          (c)  The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996 (Commission File No. 1-11803).

          (d)  The description of the Corporation's Common Stock, par value $.01
per share (the "Common Stock") contained in Item 1 of the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on June 6, 1996.

          (e)  All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment 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 herein
and to be a part hereof from the date of the filing of such reports and
documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

                                      -2-
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any transaction from which the director
derives an improper personal benefit, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemptions of shares or (iv) for any
breach of a director's duty of loyalty to the company or its stockholders.
Article X, Part A, of the Corporation's Restated Certificate of Incorporation
(the "Restated Certificate") includes such a provision.

          The Corporation's Restated Certificate provides that each person who
was or is made a party or is threatened to be made a party to or is otherwise
involved (including involvement as a witness) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "proceeding"), by
reason of the fact that he or she is or was a Director or officer of the
Corporation or, while a Director or officer of the Corporation, is or was
serving at the request of the Corporation as a Director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan (an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director of officer or in any other capacity while
serving as a Director or officer, will be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights then permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise exercise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnity in connection therewith and such indemnification will
continue as to an indemnitee who has ceased to be a Director, officer, employee
or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators under the Restated Certificate. This right of indemnification is
a contractual right and includes the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (an "advance of expenses"); provided, however, that, if and to the
extent that the DGCL requires, an advance of expenses incurred by indemnitee in
his or her capacity as a Director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, wihtout
limitation, service to an employee benefit plan) will be made only upon delivery
to the Corporation of an undertaking (an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it will ultimately be determined
by final judicial decision from which there is no further right to appeal (a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses. The Corporation may, by action of its Board of Directors, provide
indemnification to

                                      -3-
employees and agents of the Corporation with the same or lesser scope and effect
as the foregoing indemnification of Directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

          5.1  Opinion of Kirkland & Ellis with respect to the legality of 
               certain shares of the Common Stock being registered hereby.

         23.1  Consent of Price Waterhouse LLP.

         23.2  Consent of KPMG Peat Marwick LLP.

         23.3  Consent of Ernst & Young LLP.

         23.4  Consent of Kirkland & Ellis (included in opinion filed as 
               Exhibit 5.1).

         24.1  Powers of Attorney (included in Part II of 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 (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 the registration statement
(or most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and (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 Registration Statement is on Form S-8 and 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 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 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, 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

                                      -4-
to the securities offered herein, 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 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.

                                      -5-
SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on December 10, 1996.

                                       AMERICAN PAD & PAPER COMPANY
 
                                       By: /s/ Kevin W. McAleer
                                           ---------------------------
                                               Kevin W. McAleer
                                               Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Kevin W. McAleer and William W. Solomon,
Jr., signing singly, his true and lawful attorney-in-fact and agent, 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 to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite or 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
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                              *     *     *     *

                                      -6-
Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney has been signed by the following persons in the
capacities and as of the date indicated.

Signature                     Title                            Date
---------                     -----                            ----
/s/ Charles G. Hanson, III
--------------------------    Chief Executive Officer and      December 10, 1996
    Charles G. Hanson, III    Director (Principal Executive 
                              Officer)
/s/ Kevin W. McAleer
------------------------      Chief Financial Officer          December 10, 1996
    Kevin W. McAleer          (Principal Accounting and 
                              Financial Officer)
/s/ Russell M. Gard
------------------------      Director                         December 10, 1996
    Russell M. Gard

/s/ Gregory M. Benson
------------------------      Director                         December 10, 1996
    Gregory M. Benson

/s/ Robert C. Gay
------------------------      Director                         December 10, 1996
    Robert C. Gay

/s/ Jonathan S. Lavine
------------------------      Director                         December 10, 1996
    Jonathan S. Lavine

/s/ Marc B. Wolpow
------------------------      Director                         December 10, 1996
    Marc B. Wolpow

                                      -7-
EXHIBIT INDEX
                                 -------------

EXHIBIT                                                             SEQUENTIALLY
NO.                   DESCRIPTION OF DOCUMENT                       NO. PAGE
-------               -----------------------                       ------------

5.1       Opinion of Kirkland & Ellis with respect to the legality 
          of certain shares of the Common Stock being registered.

23.1      Consent of Price Waterhouse LLP.

23.2      Consent of KPMG Peat Marwick LLP.

23.3      Consent of Ernst & Young LLP.

23.4      Consent of Kirkland & Ellis (included in opinion filed 
          as Exhibit 5.1).

24.1      Powers of Attorney (included in Part II of Registration 
          Statement).

                                      -8-