As filed with the Securities and Exchange Commission on May 24, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  _____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                _________________

                           GENERAL BINDING CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             36-0887470
 (State or Other Jurisdiction                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)
                                 ONE GBC PLAZA
                           NORTHBROOK, ILLINOIS 60062
    (Address, including zip code of registrant's principal executive office)
                                _________________

                           GENERAL BINDING CORPORATION
                      2001 STOCK OPTION PLAN FOR EMPLOYEES
                            (Full title of the plan)
                                _________________

                               STEVEN RUBIN, ESQ.
                           GENERAL BINDING CORPORATION
                                  ONE GBC PLAZA
                           NORTHBROOK, ILLINOIS 60062
                                 (847) 272-3700
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             THOMAS P. DESMOND, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                _________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
  Title of Securities       Amount to be          Proposed Maximum               Proposed Maximum               Amount of
   to be Registered         Registered(1)     Offering Price Per Share(2)    Aggregate Offering Price(2)    Registration Fee(3)
-------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                         <C>                          <C>
Common Stock, par            3,341,600                 $8.01                       $26,766,216                 $6,691.56
value $.125 per share
===============================================================================================================================
</TABLE>
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust their number of shares reserved for issuance pursuant
     to the General Binding Corporation 2001 Stock Option Plan for Employees
     (the "2001 Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding Common Stock pursuant to Rule 416(a).

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
     based on the average of the high and low sales prices for the Common Stock
     reported on the Nasdaq National Market on May 16, 2001.

(3)  An aggregate of 68,050 shares are being carried forward from those shares
     previously registered by a Registration Statement for the 1989 Stock Option
     Plan, as amended, on Form S-8 (File No. 333-77833). A registration fee of
     $383.07 was paid with respect to the shares being carried forward from that
     filing.  The previously registered shares being carried forward together
     with the shares being registered hereby represent the total number of
     shares reserved for issuance pursuant to the 2001 Plan.

                              ____________________

     Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
document containing the information required by Part I of this Registration
Statement on Form S-8 also relates to the Registrant's shares of Common Stock
previously registered on a Registration Statement on Form S-8 (File No.
333-77833).

================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration Statement relates to the registration of 3,341,600 shares
of Common Stock, $.125 par value per share, of General Binding Corporation (the
"Registrant") reserved for issuance and delivery under the General Binding
Corporation 2001 Stock Option Plan for Employees (the "2001 Plan"), as successor
to the 1989 Stock Option Plan, as amended (the "1989 Plan"). In addition to the
shares registered hereby, the aggregate number of shares available for issuance
under the 2001 Plan will include 68,050 shares previously registered by the
Registrant pursuant to a Form S-8 Registration Statement filed on May 5, 1999.
The contents of the previously filed Form S-8 Registration Statement (File No.
333-77833) are incorporated hereby by reference pursuant to General Instruction
E for the Form S-8. The number of shares authorized to be issued under the 2001
Plan was approved by the Registrant's stockholders on May 23, 2001.

     The document containing the information required by this section, which
also relates to the shares which were previously registered under the
above-referenced Registration Statement, will be given to those persons who
participate in the 2001 Plan. Such document is not required to be filed with the
Commission as a part of the Registration Statement or as an Exhibit.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated in this Registration
Statement by reference:

     (a)  Annual Report on Form 10-K for the year ended December 31, 2000 (File
          No. 0-02604);

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
          (File No. 0-02604); and

     (c)  The description of Registrant's Common Stock contained in the
          Registration Statement filed with the Commission on Form 8-A, dated
          May 1, 1967 (File No. 0-02604).

     All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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 are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing of such 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 or is 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the laws of the State of Delaware. The
Registrant's Restated Certificate of Incorporation, as amended (the "Charter"),
provides that the Registrant shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that such person is or was a director, officer, employee or agent of
the Registrant, or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's fees),
judgments, fees and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Charter provides that, in the case of a suit by or in the right of the
Registrant, no indemnification shall be provided in respect of any claim, issue
or matter as to which the person to be indemnified shall have been adjudged to
be liable for negligence or misconduct in the performance of such person's duty
to the Registrant, unless the Court of Chancery of the State of Delaware, or the
court in which the action or suit was brought, shall determine that, despite
such negligence or misconduct, such person is fairly and reasonably entitled to
be indemnified for such expenses as such court shall deem proper.

     The Charter provides that the Registrant may advance the expenses incurred
in defending a proceeding prior to the final disposition of such proceeding upon
receipt of an undertaking by the person to be indemnified to repay such amounts
if it is ultimately determined that the person receiving such advancement of
expenses is not entitled to be indemnified by the Registrant.

     The Charter provides that no director shall be liable for monetary damages
for breach of fiduciary duty for any act or omission except with respect to (i)
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law ("DGCL"), or (iv) any transaction from
which the director derived an improper personal benefit.

                                        2

<PAGE>

     Section 145 of the DGCL authorizes indemnification by the Registrant of
officers and directors and others under the circumstances provided in the
Charter described above, and requires such indemnification for expenses actually
and reasonably incurred to the extent a director or officer is successful in the
defense of any proceeding, or any claim, issue or matter therein.

     The Charter permits the Registrant to, and the Registrant has, purchased
insurance on behalf of the officers and directors of the Registrant and its
subsidiaries which purports to insure such persons against certain liabilities
incurred by them in the discharge of their function as such officers and
directors. In addition, the Registrant has purchased insurance which purports to
insure the Registrant against certain costs of indemnification which may be
incurred by it pursuant to the provisions of the Charter.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1  Restated Certificate of Incorporation of General Binding Corporation,
          as amended (incorporated by reference to Exhibit 3.1 to Registrant's
          Registration Statement on Form S-4, Registration No. 333-59819).

     4.2  Restated By-Laws of General Binding Corporation (incorporated by
          reference to Exhibit 3(ii) to Registrant's Quarterly Report on Form
          10-Q for the quarter ended June 30, 2000, File No. 0-02604).

     4.3  General Binding Corporation 2001 Stock Option Plan for Employees
          (incorporated by reference to Appendix A to Registrant's Proxy
          Statement filed with the Commission on April 13, 2001, File No.
          0-02604).

     5    Opinion of Steven Rubin regarding the legality of the Common Stock,
          par value $.125 per share, to be issued upon exercise of options
          issued under the Plan.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Steven Rubin (included in Exhibit 5).

     24   Powers of Attorney (included on the signature pages of the
          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
               to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information set forth in
               the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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.

          (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 of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and each filing
          of the Plan's annual report pursuant to Section 15(d) of the
          Securities Act of 1934) that is incorporated by reference in this
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities

                                        3

<PAGE>

          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 of 1933 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 Securities and Exchange Commission such indemnification
          is against public policy as expressed in the 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 Act and will be
          governed by the final adjudication of such issue.

                                        4

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Northbrook, State of Illinois, on this 23rd day of
May, 2001.

                                        General Binding Corporation


                                        By: /s/ Dennis J. Martin
                                           -------------------------------------
                                               Dennis J. Martin
                                               Chairman, Chief Executive Officer
                                               and President


                                        By: /s/ Terry G. Westbrook
                                           -------------------------------------
                                               Terry G. Westbrook
                                               Senior Vice President and
                                               Chief Financial Officer

     We, the undersigned officers and directors of General Binding Corporation,
and each of us, do hereby constitute and appoint each and any of James A. Miller
and Steven Rubin our true and lawful attorney and agent, with full power of
substitution and resubstitution, to do any and all acts and things in our name
and behalf in any and all capacities and to execute any and all instruments for
us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorney and agent, or his substitute,
shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities on this 23rd day of May, 2001.

            Name                                     Title
            ----                                     -----

/s/ Dennis J. Martin
-----------------------------   Chairman, Chief Executive Officer and President
Dennis J. Martin                           (principal executive officer)

/s/ Terry G. Westbrook
-----------------------------  Senior Vice President and Chief Financial Officer
Terry G. Westbrook                 (principal financial and accounting officer)

/s/ George V. Bayly
-----------------------------                       Director
George V. Bayly

/s/ Richard U. De Schutter
-----------------------------                       Director
Richard U. De Schutter

/s/ Jeffrey P. Lane
-----------------------------                       Director
Jeffrey P. Lane

/s/ Nelson P. Lane
-----------------------------                       Director
Nelson P.  Lane

                                        5

<PAGE>

            Name                                     Title
            ----                                     -----

/s/ Arthur C. Nielsen, Jr.
-----------------------------                       Director
Arthur C. Nielsen, Jr.

/s/ Forrest M. Schneider
-----------------------------                       Director
Forrest M.  Schneider

/s/ Robert J. Stucker
-----------------------------                       Director
Robert J. Stucker

/s/ G. Thomas Hargrove
-----------------------------                       Director
G. Thomas Hargrove

/s/ Gary P. Coughlan
-----------------------------                       Director
Gary P. Coughlan

/s/ James A. Miller
-----------------------------                       Director
James A. Miller

                                        6

<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT
NUMBER                        DESCRIPTION OF EXHIBIT
-------                       ----------------------

4.1       Restated Certificate of Incorporation of General Binding Corporation,
          as amended (incorporated by reference to Exhibit 3.1 to Registrant's
          Registration Statement on Form S-4, Registration No. 333-59819).

4.2       Restated By-Laws of General Binding Corporation (incorporated by
          reference to Exhibit 3(ii) to Registrant's Quarterly Report on Form
          10-Q for the quarter ended June 30, 2000, File No. 0-02604).

4.3       General Binding Corporation 2001 Stock Option Plan for Employees
          (incorporated by reference to Appendix A to Registrant's Proxy
          Statement filed with the Commission on April 13, 2001, File No.
          0-02604).

5         Opinion of Steven Rubin regarding the legality of the Common Stock,
          par value $.125 per share, to be issued upon exercise of options
          issued under the Plan.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Steven Rubin (included in Exhibit 5).

24        Powers of Attorney (included on the signature pages of the
          Registration Statement).

                                        7
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{"company-data": {"conformed-name": "GENERAL BINDING CORP", "cik": "0000040461", "assigned-sic": "3579", "irs-number": "360887470", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61586", "film-number": "1647540"}, "business-address": {"street1": "ONE GBC PLZ", "city": "NORTHBROOK", "state": "IL", "zip": "60062", "phone": "8472723700"}, "mail-address": {"street1": "ONE GBC PLZ", "city": "NORHBROOK", "state": "IL", "zip": "60062"}}
As filed with the Securities and Exchange Commission on May 24, 2001
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  _____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                _________________

                           GENERAL BINDING CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             36-0887470
 (State or Other Jurisdiction                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)
                                 ONE GBC PLAZA
                           NORTHBROOK, ILLINOIS 60062
    (Address, including zip code of registrant's principal executive office)
                                _________________

                           GENERAL BINDING CORPORATION
                      2001 STOCK OPTION PLAN FOR EMPLOYEES
                            (Full title of the plan)
                                _________________

                               STEVEN RUBIN, ESQ.
                           GENERAL BINDING CORPORATION
                                  ONE GBC PLAZA
                           NORTHBROOK, ILLINOIS 60062
                                 (847) 272-3700
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             THOMAS P. DESMOND, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                _________________

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
  Title of Securities       Amount to be          Proposed Maximum               Proposed Maximum               Amount of
   to be Registered         Registered(1)     Offering Price Per Share(2)    Aggregate Offering Price(2)    Registration Fee(3)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par            3,341,600                 $8.01                       $26,766,216                 $6,691.56
value $.125 per share
===============================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust their number of shares reserved for issuance pursuant
     to the General Binding Corporation 2001 Stock Option Plan for Employees
     (the "2001 Plan") as a result of a stock split, stock dividend or similar
     adjustment of the outstanding Common Stock pursuant to Rule 416(a).

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
     based on the average of the high and low sales prices for the Common Stock
     reported on the Nasdaq National Market on May 16, 2001.

(3)  An aggregate of 68,050 shares are being carried forward from those shares
     previously registered by a Registration Statement for the 1989 Stock Option
     Plan, as amended, on Form S-8 (File No. 333-77833). A registration fee of
     $383.07 was paid with respect to the shares being carried forward from that
     filing.  The previously registered shares being carried forward together
     with the shares being registered hereby represent the total number of
     shares reserved for issuance pursuant to the 2001 Plan.

                              ____________________

     Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
document containing the information required by Part I of this Registration
Statement on Form S-8 also relates to the Registrant's shares of Common Stock
previously registered on a Registration Statement on Form S-8 (File No.
333-77833).

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration Statement relates to the registration of 3,341,600 shares
of Common Stock, $.125 par value per share, of General Binding Corporation (the
"Registrant") reserved for issuance and delivery under the General Binding
Corporation 2001 Stock Option Plan for Employees (the "2001 Plan"), as successor
to the 1989 Stock Option Plan, as amended (the "1989 Plan"). In addition to the
shares registered hereby, the aggregate number of shares available for issuance
under the 2001 Plan will include 68,050 shares previously registered by the
Registrant pursuant to a Form S-8 Registration Statement filed on May 5, 1999.
The contents of the previously filed Form S-8 Registration Statement (File No.
333-77833) are incorporated hereby by reference pursuant to General Instruction
E for the Form S-8. The number of shares authorized to be issued under the 2001
Plan was approved by the Registrant's stockholders on May 23, 2001.

     The document containing the information required by this section, which
also relates to the shares which were previously registered under the
above-referenced Registration Statement, will be given to those persons who
participate in the 2001 Plan. Such document is not required to be filed with the
Commission as a part of the Registration Statement or as an Exhibit.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated in this Registration
Statement by reference:

     (a)  Annual Report on Form 10-K for the year ended December 31, 2000 (File
          No. 0-02604);

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
          (File No. 0-02604); and

     (c)  The description of Registrant's Common Stock contained in the
          Registration Statement filed with the Commission on Form 8-A, dated
          May 1, 1967 (File No. 0-02604).

     All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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 are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing of such 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 or is 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the laws of the State of Delaware. The
Registrant's Restated Certificate of Incorporation, as amended (the "Charter"),
provides that the Registrant shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that such person is or was a director, officer, employee or agent of
the Registrant, or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's fees),
judgments, fees and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Registrant, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Charter provides that, in the case of a suit by or in the right of the
Registrant, no indemnification shall be provided in respect of any claim, issue
or matter as to which the person to be indemnified shall have been adjudged to
be liable for negligence or misconduct in the performance of such person's duty
to the Registrant, unless the Court of Chancery of the State of Delaware, or the
court in which the action or suit was brought, shall determine that, despite
such negligence or misconduct, such person is fairly and reasonably entitled to
be indemnified for such expenses as such court shall deem proper.

     The Charter provides that the Registrant may advance the expenses incurred
in defending a proceeding prior to the final disposition of such proceeding upon
receipt of an undertaking by the person to be indemnified to repay such amounts
if it is ultimately determined that the person receiving such advancement of
expenses is not entitled to be indemnified by the Registrant.

     The Charter provides that no director shall be liable for monetary damages
for breach of fiduciary duty for any act or omission except with respect to (i)
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law ("DGCL"), or (iv) any transaction from
which the director derived an improper personal benefit.

                                        2
Section 145 of the DGCL authorizes indemnification by the Registrant of
officers and directors and others under the circumstances provided in the
Charter described above, and requires such indemnification for expenses actually
and reasonably incurred to the extent a director or officer is successful in the
defense of any proceeding, or any claim, issue or matter therein.

     The Charter permits the Registrant to, and the Registrant has, purchased
insurance on behalf of the officers and directors of the Registrant and its
subsidiaries which purports to insure such persons against certain liabilities
incurred by them in the discharge of their function as such officers and
directors. In addition, the Registrant has purchased insurance which purports to
insure the Registrant against certain costs of indemnification which may be
incurred by it pursuant to the provisions of the Charter.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1  Restated Certificate of Incorporation of General Binding Corporation,
          as amended (incorporated by reference to Exhibit 3.1 to Registrant's
          Registration Statement on Form S-4, Registration No. 333-59819).

     4.2  Restated By-Laws of General Binding Corporation (incorporated by
          reference to Exhibit 3(ii) to Registrant's Quarterly Report on Form
          10-Q for the quarter ended June 30, 2000, File No. 0-02604).

     4.3  General Binding Corporation 2001 Stock Option Plan for Employees
          (incorporated by reference to Appendix A to Registrant's Proxy
          Statement filed with the Commission on April 13, 2001, File No.
          0-02604).

     5    Opinion of Steven Rubin regarding the legality of the Common Stock,
          par value $.125 per share, to be issued upon exercise of options
          issued under the Plan.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Steven Rubin (included in Exhibit 5).

     24   Powers of Attorney (included on the signature pages of the
          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
               to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information set forth in
               the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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.

          (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 of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and each filing
          of the Plan's annual report pursuant to Section 15(d) of the
          Securities Act of 1934) that is incorporated by reference in this
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities

                                        3
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 of 1933 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 Securities and Exchange Commission such indemnification
          is against public policy as expressed in the 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 Act and will be
          governed by the final adjudication of such issue.

                                        4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Northbrook, State of Illinois, on this 23rd day of
May, 2001.

                                        General Binding Corporation

                                        By: /s/ Dennis J. Martin
                                           -------------------------------------
                                               Dennis J. Martin
                                               Chairman, Chief Executive Officer
                                               and President

                                        By: /s/ Terry G. Westbrook
                                           -------------------------------------
                                               Terry G. Westbrook
                                               Senior Vice President and
                                               Chief Financial Officer

     We, the undersigned officers and directors of General Binding Corporation,
and each of us, do hereby constitute and appoint each and any of James A. Miller
and Steven Rubin our true and lawful attorney and agent, with full power of
substitution and resubstitution, to do any and all acts and things in our name
and behalf in any and all capacities and to execute any and all instruments for
us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorney and agent, or his substitute,
shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities on this 23rd day of May, 2001.

            Name                                     Title
            ----                                     -----

/s/ Dennis J. Martin
-----------------------------   Chairman, Chief Executive Officer and President
Dennis J. Martin                           (principal executive officer)

/s/ Terry G. Westbrook
-----------------------------  Senior Vice President and Chief Financial Officer
Terry G. Westbrook                 (principal financial and accounting officer)

/s/ George V. Bayly
-----------------------------                       Director
George V. Bayly

/s/ Richard U. De Schutter
-----------------------------                       Director
Richard U. De Schutter

/s/ Jeffrey P. Lane
-----------------------------                       Director
Jeffrey P. Lane

/s/ Nelson P. Lane
-----------------------------                       Director
Nelson P.  Lane

                                        5
Name                                     Title
            ----                                     -----

/s/ Arthur C. Nielsen, Jr.
-----------------------------                       Director
Arthur C. Nielsen, Jr.

/s/ Forrest M. Schneider
-----------------------------                       Director
Forrest M.  Schneider

/s/ Robert J. Stucker
-----------------------------                       Director
Robert J. Stucker

/s/ G. Thomas Hargrove
-----------------------------                       Director
G. Thomas Hargrove

/s/ Gary P. Coughlan
-----------------------------                       Director
Gary P. Coughlan

/s/ James A. Miller
-----------------------------                       Director
James A. Miller

                                        6
INDEX TO EXHIBITS

EXHIBIT
NUMBER                        DESCRIPTION OF EXHIBIT
-------                       ----------------------

4.1       Restated Certificate of Incorporation of General Binding Corporation,
          as amended (incorporated by reference to Exhibit 3.1 to Registrant's
          Registration Statement on Form S-4, Registration No. 333-59819).

4.2       Restated By-Laws of General Binding Corporation (incorporated by
          reference to Exhibit 3(ii) to Registrant's Quarterly Report on Form
          10-Q for the quarter ended June 30, 2000, File No. 0-02604).

4.3       General Binding Corporation 2001 Stock Option Plan for Employees
          (incorporated by reference to Appendix A to Registrant's Proxy
          Statement filed with the Commission on April 13, 2001, File No.
          0-02604).

5         Opinion of Steven Rubin regarding the legality of the Common Stock,
          par value $.125 per share, to be issued upon exercise of options
          issued under the Plan.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Steven Rubin (included in Exhibit 5).

24        Powers of Attorney (included on the signature pages of the
          Registration Statement).

                                        7