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)
                                 July 29, 2004


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


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


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


Registrant's telephone number, including area code:  (773) 843-8000


                                      N/A
          ------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<PAGE>


ITEM 12.  Results of Operations and Financial Condition.

         On July 29, 2004, Packaging Dynamics Corporation issued a press
release announcing its results of operations for the second quarter ended June
30, 2004. A copy of the press release, dated July 29, 2004, 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 second 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 12 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 12.



<PAGE>



                                 EXHIBIT INDEX


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

99                Packaging Dynamics Corporation Press Release, dated
                  July 29, 2004.
<PAGE>


                                   SIGNATURES

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


                                          PACKAGING DYNAMICS CORPORATION
                                          ---------------------------------
                                          Registrant


Date:  July 29, 2004                  By: /s/ Henry C. Newell
                                         ------------------------------------
                                              Henry C. Newell
                                              Vice President and Chief
                                              Financial Officer
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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)
                                 July 29, 2004

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

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

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

Registrant's telephone number, including area code:  (773) 843-8000

                                      N/A
          ------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
ITEM 12.  Results of Operations and Financial Condition.

         On July 29, 2004, Packaging Dynamics Corporation issued a press
release announcing its results of operations for the second quarter ended June
30, 2004. A copy of the press release, dated July 29, 2004, 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 second 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 12 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 12.
EXHIBIT INDEX

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

99                Packaging Dynamics Corporation Press Release, dated
                  July 29, 2004.
SIGNATURES

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

                                          PACKAGING DYNAMICS CORPORATION
                                          ---------------------------------
                                          Registrant

Date:  July 29, 2004                  By: /s/ Henry C. Newell
                                         ------------------------------------
                                              Henry C. Newell
                                              Vice President and Chief
                                              Financial Officer