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

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): February 10, 2005

                        PACKAGING DYNAMICS CORPORATION

            (Exact Name of Registrant as Specified in its Charter)

        Delaware                        000-49741                32-0009217
(State or Other Jurisdiction      (Commission File Number)     (IRS Employer
of Incorporation)                                           Identification No.)

        3900 West 43rd Street, Chicago, Illinois                 60632
        (Address of Principal Executive Offices)               (Zip Code)

                                (773) 843-4000
             (Registrant's telephone number, including area code)
                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

            On February 10, 2005, Packaging Dynamics Corporation issued a
press release announcing its results of operations for the fourth quarter and
twelve months ended December 31, 2004. A copy of the press release, dated
February 10, 2005, is furnished herewith as Exhibit 99.

            In addition to financial results determined in accordance with
generally accepted accounting principles ("GAAP"), Packaging Dynamics utilizes
non-GAAP financial measures (within the meaning of Regulation G promulgated by
the Securities and Exchange Commission) in its fourth quarter 2004 press
release. These measures should be considered in addition to results prepared
in accordance with GAAP, but are not a substitute for or superior to GAAP
results. Non-GAAP financial measures are used because management believes this
information provides investors useful information in evaluating the results of
the continuing operations. The non-GAAP measure of EBITDA is presented to
supplement the consolidated financial statements in accordance with GAAP.
Specifically, management believes that EBITDA is of interest to its investors
and lenders in relation to its debt covenants, as certain of its debt
covenants include EBITDA as a performance measure. Packaging Dynamics defines
EBITDA as income from operations plus depreciation and amortization. EBITDA
should not be construed as an alternative to earnings from operations as
determined in accordance with generally accepted accounting principles, as an
indicator of our operating performance, as a measure of liquidity or as an
alternative to cash flow from operating activities as determined in accordance
with generally accepted accounting principles.

            This information is furnished pursuant to Item 2.02 of Form 8-K
and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, unless specifically incorporated by reference
in a document filed under the Securities Act of 1933, as amended, or the
Exchange Act. By filing this report on Form 8-K and furnishing this
information, Packaging Dynamics makes no admission as to the materiality of
any information in this report that is required to be disclosed solely by Item
2.02.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

            (c)      Exhibits.

EXHIBIT NO.       DESCRIPTION
------------------------------------------------------------------------------

Exhibit 99        Packaging Dynamics Corporation Press Release, dated
                  February 10, 2005.


<PAGE>




                                  SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                             PACKAGING DYNAMICS CORPORATION


Dated: February 10, 2005                     By:  /s/ Patrick T. Chambliss
                                                  -----------------------------
                                                  Patrick T. Chambliss
                                                  Vice President, Secretary and
                                                  Chief Financial Officer


<PAGE>


                                 EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
------------------------------------------------------------------------------
Exhibit 99        Packaging Dynamics Corporation Press Release, dated
                  February 10, 2005.
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{"company-data": {"conformed-name": "PACKAGING DYNAMICS CORP", "cik": "0001171159", "assigned-sic": "3089", "irs-number": "320009217", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-49741", "film-number": "05594688"}, "business-address": {"street1": "3900 WEST 43RD ST", "city": "CHICAGO", "state": "IL", "zip": "60632", "phone": "7738438000"}, "mail-address": {"street1": "3900 WEST 43RD ST", "city": "CHICAGO", "state": "IL", "zip": "60632"}}
------------------------------------------------------------------------------
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): February 10, 2005

                        PACKAGING DYNAMICS CORPORATION

            (Exact Name of Registrant as Specified in its Charter)

        Delaware                        000-49741                32-0009217
(State or Other Jurisdiction      (Commission File Number)     (IRS Employer
of Incorporation)                                           Identification No.)

        3900 West 43rd Street, Chicago, Illinois                 60632
        (Address of Principal Executive Offices)               (Zip Code)

                                (773) 843-4000
             (Registrant's telephone number, including area code)
                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

            On February 10, 2005, Packaging Dynamics Corporation issued a
press release announcing its results of operations for the fourth quarter and
twelve months ended December 31, 2004. A copy of the press release, dated
February 10, 2005, is furnished herewith as Exhibit 99.

            In addition to financial results determined in accordance with
generally accepted accounting principles ("GAAP"), Packaging Dynamics utilizes
non-GAAP financial measures (within the meaning of Regulation G promulgated by
the Securities and Exchange Commission) in its fourth quarter 2004 press
release. These measures should be considered in addition to results prepared
in accordance with GAAP, but are not a substitute for or superior to GAAP
results. Non-GAAP financial measures are used because management believes this
information provides investors useful information in evaluating the results of
the continuing operations. The non-GAAP measure of EBITDA is presented to
supplement the consolidated financial statements in accordance with GAAP.
Specifically, management believes that EBITDA is of interest to its investors
and lenders in relation to its debt covenants, as certain of its debt
covenants include EBITDA as a performance measure. Packaging Dynamics defines
EBITDA as income from operations plus depreciation and amortization. EBITDA
should not be construed as an alternative to earnings from operations as
determined in accordance with generally accepted accounting principles, as an
indicator of our operating performance, as a measure of liquidity or as an
alternative to cash flow from operating activities as determined in accordance
with generally accepted accounting principles.

            This information is furnished pursuant to Item 2.02 of Form 8-K
and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, unless specifically incorporated by reference
in a document filed under the Securities Act of 1933, as amended, or the
Exchange Act. By filing this report on Form 8-K and furnishing this
information, Packaging Dynamics makes no admission as to the materiality of
any information in this report that is required to be disclosed solely by Item
2.02.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

            (c)      Exhibits.

EXHIBIT NO.       DESCRIPTION
------------------------------------------------------------------------------

Exhibit 99        Packaging Dynamics Corporation Press Release, dated
                  February 10, 2005.
SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                             PACKAGING DYNAMICS CORPORATION

Dated: February 10, 2005                     By:  /s/ Patrick T. Chambliss
                                                  -----------------------------
                                                  Patrick T. Chambliss
                                                  Vice President, Secretary and
                                                  Chief Financial Officer
EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
------------------------------------------------------------------------------
Exhibit 99        Packaging Dynamics Corporation Press Release, dated
                  February 10, 2005.