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): April 28, 2005

                         PACKAGING DYNAMICS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


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


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


                                 (773) 843-8000
              (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 April 28, 2005, Packaging Dynamics Corporation issued a press
release announcing its results of operations for the first quarter ended March
31, 2005. A copy of the press release, dated April 28, 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 first quarter 2005 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 GAAP.

               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
                  April 28, 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: April 28, 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
                  April 28, 2005.
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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): April 28, 2005

                         PACKAGING DYNAMICS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

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

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

                                 (773) 843-8000
              (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 April 28, 2005, Packaging Dynamics Corporation issued a press
release announcing its results of operations for the first quarter ended March
31, 2005. A copy of the press release, dated April 28, 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 first quarter 2005 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 GAAP.

               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
                  April 28, 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: April 28, 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
                  April 28, 2005.