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, 1999 
  

                         IVEX PACKAGING CORPORATION 
           (Exact name of registrant as specified in its charter) 
  
  
           Delaware                33-60714                76-0171625 
  (State of Incorporation)   (Commission File No.)      (I.R.S. employer 
                                                       identification no.) 
  
  
                       100 Tri-State Drive, Suite 200 
                          Lincolnshire, IL  60069 
          (Address of principal executive offices, including zip) 
  
  
                               (847) 945-9100 
            (Registrant's telephone number, including area code) 
  


 ITEM 5.   OTHER EVENTS. 
  
           On February 10, 1999, the Board of Directors of Ivex Packaging
 Corporation, a Delaware corporation (the "Company"), approved the adoption
 of a shareholder rights plan.  The plan is intended to promote continuity
 and stability, deter coercive or partial offers which will not provide fair
 value to all shareholders and enhance the Board's ability to represent all
 shareholders and thereby maximize shareholder values.  Pursuant to the new
 Rights Agreement between the Company and First Chicago Trust Company of New
 York, as Rights Agent (the "Rights Agreement"), one right (a "Right") will
 be issued for each outstanding share of common stock, $.01 par value, of
 the Company (the "Common Stock") on March 16, 1999 (the "Record Date"). 
 The dividend of one Right for each outstanding share of Common Stock is
 payable on the Record Date to stockholders of record at the close of
 business on the Record Date.  The Board of Directors of the Company also
 authorized the issuance of one Right for each share of Common Stock issued
 after the Record Date and prior to the earliest of the Distribution Date
 (as defined in the Rights Agreement), the redemption of the Rights and the
 expiration of the Rights.  Except as set forth below and subject to
 adjustment as provided in the Rights Agreement, each Right entitles the
 registered holder to purchase from the Company one one-thousandth of a
 share of Series A Junior Participating Preferred Stock (the "Preferred
 Stock") of the Company, at an exercise price of $75 per Right (the
 "Purchase Price"). 
  
           The description and terms of the new Rights are set forth in the
 Rights Agreement, dated as of February 10, 1999, between the Company and
 First Chicago Trust Company of New York, as Rights Agent.  
  

 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS. 
  
      Exhibits: 
  
      4.1    Rights Agreement, dated as of February 10, 1999, between Ivex
             Packaging Corporation and First Chicago Trust Company of New
             York, as Rights Agent, which includes as Exhibit A the
             Certificate of Designations, Preferences and Rights of Series A
             Junior Participating Preferred Stock and as Exhibit B the Form
             of Rights Certificate. 
  
      99.1   Press Release, dated March 1, 1999. 
  


                                 SIGNATURE 
  
           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. 
  
            
                               By: /s/ G. Douglas Patterson
                                  ------------------------------------
                               Name:   G. Douglas Patterson 
                               Title:  Vice President, General Counsel 
                                         and Secretary 
  
  
 Date: March 3, 1999 
  


                               EXHIBIT INDEX 
  
  
      Exhibit             Description                    
      -------             -----------
  
      4.1    Rights Agreement, dated as of February 10, 1999, between Ivex
             Packaging Corporation and First Chicago Trust Company of New
             York, as Rights Agent, which includes as Exhibit A the
             Certificate of Designations, Preferences and Rights of Series A
             Junior Participating Preferred Stock and as Exhibit B the Form
             of Rights Certificate. 
  
      99.1   Press Release, dated March 1, 1999.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4707}]
{"company-data": {"conformed-name": "IVEX PACKAGING CORP /DE/", "cik": "0000900367", "assigned-sic": "2673", "irs-number": "760171625", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13968", "film-number": "99555854"}, "business-address": {"street1": "100 TRI STATE DR", "street2": "SUITE 200", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069", "phone": "7089459100"}, "mail-address": {"street1": "100 TRI STATE DRIVE", "street2": "SUITE 200", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069"}, "former-company": {"former-conformed-name": "IVEX HOLDINGS CORP", "date-changed": "19940920"}}
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, 1999 
  

                         IVEX PACKAGING CORPORATION 
           (Exact name of registrant as specified in its charter) 
  
  
           Delaware                33-60714                76-0171625 
  (State of Incorporation)   (Commission File No.)      (I.R.S. employer 
                                                       identification no.) 
  
  
                       100 Tri-State Drive, Suite 200 
                          Lincolnshire, IL  60069 
          (Address of principal executive offices, including zip) 
  
  
                               (847) 945-9100 
            (Registrant's telephone number, including area code) 
  

 ITEM 5.   OTHER EVENTS. 
  
           On February 10, 1999, the Board of Directors of Ivex Packaging
 Corporation, a Delaware corporation (the "Company"), approved the adoption
 of a shareholder rights plan.  The plan is intended to promote continuity
 and stability, deter coercive or partial offers which will not provide fair
 value to all shareholders and enhance the Board's ability to represent all
 shareholders and thereby maximize shareholder values.  Pursuant to the new
 Rights Agreement between the Company and First Chicago Trust Company of New
 York, as Rights Agent (the "Rights Agreement"), one right (a "Right") will
 be issued for each outstanding share of common stock, $.01 par value, of
 the Company (the "Common Stock") on March 16, 1999 (the "Record Date"). 
 The dividend of one Right for each outstanding share of Common Stock is
 payable on the Record Date to stockholders of record at the close of
 business on the Record Date.  The Board of Directors of the Company also
 authorized the issuance of one Right for each share of Common Stock issued
 after the Record Date and prior to the earliest of the Distribution Date
 (as defined in the Rights Agreement), the redemption of the Rights and the
 expiration of the Rights.  Except as set forth below and subject to
 adjustment as provided in the Rights Agreement, each Right entitles the
 registered holder to purchase from the Company one one-thousandth of a
 share of Series A Junior Participating Preferred Stock (the "Preferred
 Stock") of the Company, at an exercise price of $75 per Right (the
 "Purchase Price"). 
  
           The description and terms of the new Rights are set forth in the
 Rights Agreement, dated as of February 10, 1999, between the Company and
 First Chicago Trust Company of New York, as Rights Agent.  
  

 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS. 
  
      Exhibits: 
  
      4.1    Rights Agreement, dated as of February 10, 1999, between Ivex
             Packaging Corporation and First Chicago Trust Company of New
             York, as Rights Agent, which includes as Exhibit A the
             Certificate of Designations, Preferences and Rights of Series A
             Junior Participating Preferred Stock and as Exhibit B the Form
             of Rights Certificate. 
  
      99.1   Press Release, dated March 1, 1999. 
  

                                 SIGNATURE 
  
           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. 
  
            
                               By: /s/ G. Douglas Patterson
                                  ------------------------------------
                               Name:   G. Douglas Patterson 
                               Title:  Vice President, General Counsel 
                                         and Secretary 
  
  
 Date: March 3, 1999 
  

                               EXHIBIT INDEX 
  
  
      Exhibit             Description                    
      -------             -----------
  
      4.1    Rights Agreement, dated as of February 10, 1999, between Ivex
             Packaging Corporation and First Chicago Trust Company of New
             York, as Rights Agent, which includes as Exhibit A the
             Certificate of Designations, Preferences and Rights of Series A
             Junior Participating Preferred Stock and as Exhibit B the Form
             of Rights Certificate. 
  
      99.1   Press Release, dated March 1, 1999.