<PAGE>


    As filed with the Securities and Exchange Commission on October 27, 1999

                                                  REGISTRATION NO.______________

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933
                                ----------------------

                             INTERTAPE POLYMER GROUP INC.
                (exact name of registrant as specified in its charter)

             CANADA                                           NONE
    (State or other jurisdiction                       (I.R.S. Employer
    of incorporation or organization)                   Identification No.)


                                ----------------------

                          110 E MONTEE DE LIESSE BOULEVARD
                        ST. LAURENT, QUEBEC, CANADA H4T 1N4
                                   (514) 731-7591

            (Address of Principal Executive Offices, including Zip Code)

                            EXECUTIVE STOCK OPTION PLAN
                     AMENDED EXECUTIVE STOCK OPTION PLAN (1996)
                     AMENDED EXECUTIVE STOCK OPTION PLAN (1997)
                             (Full title of the plans)

                             J. GREGORY HUMPHRIES, ESQ.
                                 SHUTTS & BOWEN LLP
                               20 NORTH ORANGE AVENUE
                                     SUITE 1000
                            ORLANDO, FLORIDA 32801-4626
                                   (407) 423-3200
                       (Name, address, and telephone number,
                     including area code, of agent for service)

                                ----------------------


<PAGE>

                          CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES TO BE              AMOUNT TO BE         PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
 REGISTERED                            REGISTERED (1)    OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE    REGISTRATION FEE (5)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                       <C>                         <C>
 Common Shares, no par value               400,000              $17.84(2)                $7,136,000.00              $1,983.81
 approved for issuance under the
 Executive Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------------

 Common Shares, no par value               802,621              $23.26(3)               $18,668,964.46              $5,189.97
 approved for issuance under the
 Amended Executive Stock Option Plan
 (1996)
-----------------------------------------------------------------------------------------------------------------------------------

 Common Shares, no par value              1,202,621             $26.88(4)               $32,326,452.48              $8,986.75
 approved for issuance under the
 Amended Executive Stock Option Plan
 (1997)
-----------------------------------------------------------------------------------------------------------------------------------

                             TOTAL      2,405,242(1)                                    $58,131,416.94             $16,160.53
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)    This registration statement covers an aggregate of 2,405,242 shares of
       Common Stock to be issued under the Executive Stock Option Plan, as
       amended by the Amended Executive Stock Option Plan (1996) and Amended
       Executive Stock Option Plan (1997).  In addition, this registration
       statement also covers an indeterminate number of additional shares of
       Common Stock which may be issued under said plan as a result of a
       stock split, stock dividend or other similar transaction.

(2)    Amount represented on an as converted basis from Canadian dollars to U.S.
       dollars as of August 2, 1996, the date of the highest exercise price of
       options granted prior to the Amended Executive Stock Option Plan (1996)
       [Canadian $24.78].

(3)    Amount represented on an as converted basis from Canadian dollars to U.S.
       dollars as of March 10, 1998, the date of the highest exercise price of
       options granted prior to the Amended Executive Stock Option Plan (1997)
       [Canadian $32.92].

(4)    Estimated in accordance with Rule 457(h) under the Securities Act of 1933
       solely for the purpose of calculating the registration fee. The
       computation is based upon the closing price of the Registrant's shares as
       reported on the Nasdaq National Market on October 21,1999, because the
       price at which options to be granted in the future may be exercised is
       not currently determinable.

(5)    The registration fee is calculated pursuant to the SEC appropriations
       bill (H.R. 2267) enacted to decrease the fee rate on filings made
       pursuant to Section 6(b) of the Securities Act of 1933.  As of the most
       current SEC press release regarding fee rates, the fee is calculated by
       multiplying the aggregate offering amount by .000278.  The fee rate was
       effective on October 22, 1998.


<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       Intertape Polymer Group Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") under
Commission File No. 1-10928:

       (1)    The Registrant's Annual Report on Form 20-F for the fiscal year
              ended December 31, 1998 filed on May 28, 1999.

       (2)    The Registrant's Form 8-A filed August 6, 1999, as amended by
              Amendment 1 filed  August 11, 1999.

       (3)    The Registrant's Reports on Form 6-K filed July 26, 1999, July 29,
              1999, August 2, 1999, August 24, 1999 and second Report on August
              24, 1999.

       (4)    The description of the Registrant's Common Shares contained in the
              Registrant's  Registration Statement under Section 12 of the
              Securities Exchange Act of 1934, dated February 21, 1992.

       All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
under the Plan have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4:  DESCRIPTION OF SECURITIES

       Not applicable.

Item 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.

Item 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 124 of the Canada Business Corporation Act ("CBCA") provides
that, subject to the limitations contained in the CBCA, a corporation may
indemnify a director or officer, a former director or officer, or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
heirs and


                                         II-3
<PAGE>

legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of such corporation or body corporate, if

       (a)    he acted honestly and in good faith with a view to the best
interests of the corporation; and

       (b)    in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.

       The CBCA provides as of right that, in general, any officer or director,
as such, shall be entitled to indemnification if (1) he was substantially
successful on the merits in his defense of the relevant action or proceeding to
which he was a party, (ii) he acted honestly and in good faith with a view to
the best interests of the corporation and (iii) where a criminal or
administrative action that is enforced by a monetary penalty is involved, he had
reasonable grounds for believing that his conduct was lawful.  However, under
the CBCA, no officer or director of a corporation may be indemnified with
respect to any security holders' derivative action brought pursuant to the CBCA
unless a court of competent jurisdiction has approved the terms of such
indemnification.

       The Registrant does indemnify any person made a party to an action, suit
or proceeding, whether civil or criminal, brought to impose a liability or
penalty on such person for an act alleged to have been committed by such person
in his capacity as a director or officer of the Registrant, to the fullest
extent permitted by law, if the director or officer has acted in good faith in
the reasonable belief that such action was in the best interest of the
Registrant and in criminal actions or proceedings without reasonable ground for
belief that such action was unlawful.  In addition, the Registrant maintains
directors' and officers' liability insurance covering liability, including
defense costs, of directors and officers of the Registrant incurred as a result
of acting as such directors or officers, provided they acted honestly and in
good faith with a view to the best interests of the Registrant.  The current
limit of insurance is $25,000,000.00.

Item 7:  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

Item 8:  EXHIBITS

<TABLE>
<CAPTION>
       Exhibit
       Number        Document Description
       -------       --------------------
<S>                  <C>
        4.1          Executive Stock Option Plan
        4.2          Amended Executive Stock Option Plan (1996)
        4.3          Amended Executive Stock Option Plan (1997)


                                         II-4
<PAGE>

        5.1          Opinion of Stikeman Elliott regarding legality of
                     Securities being registered
       23.1          Consent of Counsel (Contained in Exhibit 5.1)
       23.2          Consent of Independent Auditors
       24.1          Power of Attorney (See Signature Page)
</TABLE>

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:

                     (i)    To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                     (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of the securities
offered would not exceed that which  was registered) and any deviation from the
high or low end of the estimated maximum offering range may be reflected in the
form of  prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, changes in volume and  price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and

                     (iii)  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 in the Registration Statement.

       Paragraphs 1(i) and 1(ii) above do not apply, however, if the information
required to be included in a post-effective amendment by this paragraph is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.


                                         II-5
<PAGE>

       (b)    FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.   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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange 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 offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)    INCORPORATED ANNUAL AND QUARTERLY REPORTS.  The undersigned
Registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report, to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

       (d)    INDEMNIFICATION FOR LIABILITIES.   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.


                                         II-6
<PAGE>

                                      SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of 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 St. Laurent, Province of Quebec, Canada, on the 14th
day of October, 1999.

                                   INTERTAPE POLYMER GROUP INC.
                                            (Registrant)


                                   By:    / Andrew M. Archibald /
                                         ---------------------------------------
                                   Name:  Andrew M. Archibald, C.A.
                                   Title: Vice President, Administration,
                                          Chief Financial Officer, Secretary
                                          and Treasurer


                                         II-7
<PAGE>

                                EXHIBIT 24.1

                              POWER OF ATTORNEY

       Each person whose signature appears below constitutes and appoints Andrew
M. Archibald or Melbourne F. Yull and each of them, as his true and lawful
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign in the name and on behalf of such person individually and in
the capacities stated below, any amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
          Signature               Title                               Date
          ---------               -----                               ----
<S>                           <C>                                <C>
                              Chairman of the
   / Melbourne F. Yull /      Board of Directors and             October 14, 1999
----------------------------  Chief Executive Officer
Melbourne F. Yull             (Principal Executive Officer)

   / Andrew M. Archibald /    Vice President, Administration,    October 14, 1999
----------------------------  Chief Financial Officer,
Andrew M. Archibald, C.A.     Secretary and Treasurer
                              (Principal Financial Officer)

   / Salvatore Vitale /       Vice President, Finance            October 14, 1999
----------------------------  (Chief Accounting Officer)
Salvatore Vitale


   / H. Dale McSween /        Executive Vice President and       October 14, 1999
----------------------------  Chief Operating Officer
H. Dale McSween


   / G. R. Cunningham /       Director                           October 14, 1999
-----------------------------
G. R. Cunningham


   / Robbie Shaw /            Director                           October 14, 1999
-----------------------------
Robbie Shaw



                                         II-8
<PAGE>


   / James A. Motley /        Director                           October 14, 1999
-----------------------------
James A. Motley

   / Ben J. Davenport, Jr. /  Director                           October 14, 1999
-----------------------------
Ben J. Davenport, Jr.


     / Lloyd W. Jones /       Authorized U.S. Representative     October 20, 1999
-----------------------------
Lloyd W. Jones
</TABLE>


                                         II-9
<PAGE>

                                   EXHIBIT INDEX



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                                       EXHIBIT APPEARS
                                                                       AT SEQUENTIALLY
  EXHIBIT NUMBER                 DOCUMENT DESCRIPTION                   NUMBERED PAGE
  --------------                 --------------------                  ---------------

--------------------------------------------------------------------------------------
<S>                 <C>                                                <C>
        4.1         Executive Stock Option Plan                             II-11
--------------------------------------------------------------------------------------
        4.2         Amended Executive Stock Option Plan (1996)              II-14
--------------------------------------------------------------------------------------
        4.3         Amended Executive Stock Option Plan (1997)              II-18
--------------------------------------------------------------------------------------
        5.1         Opinion of Stikeman, Elliott regarding
                    legality of Securities being registered                 II-22
--------------------------------------------------------------------------------------
        23.1        Consent of Counsel (contained in Exhibit 5.1)     (See Page II-22)
--------------------------------------------------------------------------------------
        23.2        Consent of Independent Auditors                         II-23
--------------------------------------------------------------------------------------
        24.1        Power of Attorney                                  (See Page II-8)
--------------------------------------------------------------------------------------
</TABLE>


                                        II-10
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22618}]
{"company-data": {"conformed-name": "INTERTAPE POLYMER GROUP INC", "cik": "0000880224", "assigned-sic": "2670", "irs-number": "000000000", "state-of-incorporation": "A8", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89763", "film-number": "99735015"}, "business-address": {"street1": "110E MONTEE DE LIESSE", "street2": "ST LAURENT", "city": "QUEBEC H4T 1N4 CANAD", "state": "A8", "phone": "5147310731"}, "mail-address": {"street1": "110 E MONTEE LIESSE", "city": "ST LAURENT", "state": "A8", "zip": "00000"}}
As filed with the Securities and Exchange Commission on October 27, 1999

                                                  REGISTRATION NO.______________

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933
                                ----------------------

                             INTERTAPE POLYMER GROUP INC.
                (exact name of registrant as specified in its charter)

             CANADA                                           NONE
    (State or other jurisdiction                       (I.R.S. Employer
    of incorporation or organization)                   Identification No.)

                                ----------------------

                          110 E MONTEE DE LIESSE BOULEVARD
                        ST. LAURENT, QUEBEC, CANADA H4T 1N4
                                   (514) 731-7591

            (Address of Principal Executive Offices, including Zip Code)

                            EXECUTIVE STOCK OPTION PLAN
                     AMENDED EXECUTIVE STOCK OPTION PLAN (1996)
                     AMENDED EXECUTIVE STOCK OPTION PLAN (1997)
                             (Full title of the plans)

                             J. GREGORY HUMPHRIES, ESQ.
                                 SHUTTS & BOWEN LLP
                               20 NORTH ORANGE AVENUE
                                     SUITE 1000
                            ORLANDO, FLORIDA 32801-4626
                                   (407) 423-3200
                       (Name, address, and telephone number,
                     including area code, of agent for service)

                                ----------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES TO BE              AMOUNT TO BE         PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
 REGISTERED                            REGISTERED (1)    OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE    REGISTRATION FEE (5)
-----------------------------------------------------------------------------------------------------------------------------------
Common Shares, no par value               400,000              $17.84(2)                $7,136,000.00              $1,983.81
 approved for issuance under the
 Executive Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------------

 Common Shares, no par value               802,621              $23.26(3)               $18,668,964.46              $5,189.97
 approved for issuance under the
 Amended Executive Stock Option Plan
 (1996)
-----------------------------------------------------------------------------------------------------------------------------------

 Common Shares, no par value              1,202,621             $26.88(4)               $32,326,452.48              $8,986.75
 approved for issuance under the
 Amended Executive Stock Option Plan
 (1997)
-----------------------------------------------------------------------------------------------------------------------------------

                             TOTAL      2,405,242(1)                                    $58,131,416.94             $16,160.53
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
(1)    This registration statement covers an aggregate of 2,405,242 shares of
       Common Stock to be issued under the Executive Stock Option Plan, as
       amended by the Amended Executive Stock Option Plan (1996) and Amended
       Executive Stock Option Plan (1997).  In addition, this registration
       statement also covers an indeterminate number of additional shares of
       Common Stock which may be issued under said plan as a result of a
       stock split, stock dividend or other similar transaction.

(2)    Amount represented on an as converted basis from Canadian dollars to U.S.
       dollars as of August 2, 1996, the date of the highest exercise price of
       options granted prior to the Amended Executive Stock Option Plan (1996)
       [Canadian $24.78].

(3)    Amount represented on an as converted basis from Canadian dollars to U.S.
       dollars as of March 10, 1998, the date of the highest exercise price of
       options granted prior to the Amended Executive Stock Option Plan (1997)
       [Canadian $32.92].

(4)    Estimated in accordance with Rule 457(h) under the Securities Act of 1933
       solely for the purpose of calculating the registration fee. The
       computation is based upon the closing price of the Registrant's shares as
       reported on the Nasdaq National Market on October 21,1999, because the
       price at which options to be granted in the future may be exercised is
       not currently determinable.

(5)    The registration fee is calculated pursuant to the SEC appropriations
       bill (H.R. 2267) enacted to decrease the fee rate on filings made
       pursuant to Section 6(b) of the Securities Act of 1933.  As of the most
       current SEC press release regarding fee rates, the fee is calculated by
       multiplying the aggregate offering amount by .000278.  The fee rate was
       effective on October 22, 1998.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       Intertape Polymer Group Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") under
Commission File No. 1-10928:

       (1)    The Registrant's Annual Report on Form 20-F for the fiscal year
              ended December 31, 1998 filed on May 28, 1999.

       (2)    The Registrant's Form 8-A filed August 6, 1999, as amended by
              Amendment 1 filed  August 11, 1999.

       (3)    The Registrant's Reports on Form 6-K filed July 26, 1999, July 29,
              1999, August 2, 1999, August 24, 1999 and second Report on August
              24, 1999.

       (4)    The description of the Registrant's Common Shares contained in the
              Registrant's  Registration Statement under Section 12 of the
              Securities Exchange Act of 1934, dated February 21, 1992.

       All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
under the Plan have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4:  DESCRIPTION OF SECURITIES

       Not applicable.

Item 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.

Item 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 124 of the Canada Business Corporation Act ("CBCA") provides
that, subject to the limitations contained in the CBCA, a corporation may
indemnify a director or officer, a former director or officer, or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
heirs and

                                         II-3
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of such corporation or body corporate, if

       (a)    he acted honestly and in good faith with a view to the best
interests of the corporation; and

       (b)    in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.

       The CBCA provides as of right that, in general, any officer or director,
as such, shall be entitled to indemnification if (1) he was substantially
successful on the merits in his defense of the relevant action or proceeding to
which he was a party, (ii) he acted honestly and in good faith with a view to
the best interests of the corporation and (iii) where a criminal or
administrative action that is enforced by a monetary penalty is involved, he had
reasonable grounds for believing that his conduct was lawful.  However, under
the CBCA, no officer or director of a corporation may be indemnified with
respect to any security holders' derivative action brought pursuant to the CBCA
unless a court of competent jurisdiction has approved the terms of such
indemnification.

       The Registrant does indemnify any person made a party to an action, suit
or proceeding, whether civil or criminal, brought to impose a liability or
penalty on such person for an act alleged to have been committed by such person
in his capacity as a director or officer of the Registrant, to the fullest
extent permitted by law, if the director or officer has acted in good faith in
the reasonable belief that such action was in the best interest of the
Registrant and in criminal actions or proceedings without reasonable ground for
belief that such action was unlawful.  In addition, the Registrant maintains
directors' and officers' liability insurance covering liability, including
defense costs, of directors and officers of the Registrant incurred as a result
of acting as such directors or officers, provided they acted honestly and in
good faith with a view to the best interests of the Registrant.  The current
limit of insurance is $25,000,000.00.

Item 7:  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

Item 8:  EXHIBITS
Exhibit
       Number        Document Description
       -------       --------------------
4.1          Executive Stock Option Plan
        4.2          Amended Executive Stock Option Plan (1996)
        4.3          Amended Executive Stock Option Plan (1997)

                                         II-4
5.1          Opinion of Stikeman Elliott regarding legality of
                     Securities being registered
       23.1          Consent of Counsel (Contained in Exhibit 5.1)
       23.2          Consent of Independent Auditors
       24.1          Power of Attorney (See Signature Page)
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:

                     (i)    To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                     (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of the securities
offered would not exceed that which  was registered) and any deviation from the
high or low end of the estimated maximum offering range may be reflected in the
form of  prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, changes in volume and  price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and

                     (iii)  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 in the Registration Statement.

       Paragraphs 1(i) and 1(ii) above do not apply, however, if the information
required to be included in a post-effective amendment by this paragraph is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.

                                         II-5
(b)    FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.   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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange 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 offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)    INCORPORATED ANNUAL AND QUARTERLY REPORTS.  The undersigned
Registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report, to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

       (d)    INDEMNIFICATION FOR LIABILITIES.   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.

                                         II-6
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of 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 St. Laurent, Province of Quebec, Canada, on the 14th
day of October, 1999.

                                   INTERTAPE POLYMER GROUP INC.
                                            (Registrant)

                                   By:    / Andrew M. Archibald /
                                         ---------------------------------------
                                   Name:  Andrew M. Archibald, C.A.
                                   Title: Vice President, Administration,
                                          Chief Financial Officer, Secretary
                                          and Treasurer

                                         II-7
EXHIBIT 24.1

                              POWER OF ATTORNEY

       Each person whose signature appears below constitutes and appoints Andrew
M. Archibald or Melbourne F. Yull and each of them, as his true and lawful
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign in the name and on behalf of such person individually and in
the capacities stated below, any amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature               Title                               Date
          ---------               -----                               ----
Chairman of the
   / Melbourne F. Yull /      Board of Directors and             October 14, 1999
----------------------------  Chief Executive Officer
Melbourne F. Yull             (Principal Executive Officer)

   / Andrew M. Archibald /    Vice President, Administration,    October 14, 1999
----------------------------  Chief Financial Officer,
Andrew M. Archibald, C.A.     Secretary and Treasurer
                              (Principal Financial Officer)

   / Salvatore Vitale /       Vice President, Finance            October 14, 1999
----------------------------  (Chief Accounting Officer)
Salvatore Vitale

   / H. Dale McSween /        Executive Vice President and       October 14, 1999
----------------------------  Chief Operating Officer
H. Dale McSween

   / G. R. Cunningham /       Director                           October 14, 1999
-----------------------------
G. R. Cunningham

   / Robbie Shaw /            Director                           October 14, 1999
-----------------------------
Robbie Shaw

                                         II-8
/ James A. Motley /        Director                           October 14, 1999
-----------------------------
James A. Motley

   / Ben J. Davenport, Jr. /  Director                           October 14, 1999
-----------------------------
Ben J. Davenport, Jr.

     / Lloyd W. Jones /       Authorized U.S. Representative     October 20, 1999
-----------------------------
Lloyd W. Jones
II-9
EXHIBIT INDEX
--------------------------------------------------------------------------------------
                                                                       EXHIBIT APPEARS
                                                                       AT SEQUENTIALLY
  EXHIBIT NUMBER                 DOCUMENT DESCRIPTION                   NUMBERED PAGE
  --------------                 --------------------                  ---------------

--------------------------------------------------------------------------------------
4.1         Executive Stock Option Plan                             II-11
--------------------------------------------------------------------------------------
        4.2         Amended Executive Stock Option Plan (1996)              II-14
--------------------------------------------------------------------------------------
        4.3         Amended Executive Stock Option Plan (1997)              II-18
--------------------------------------------------------------------------------------
        5.1         Opinion of Stikeman, Elliott regarding
                    legality of Securities being registered                 II-22
--------------------------------------------------------------------------------------
        23.1        Consent of Counsel (contained in Exhibit 5.1)     (See Page II-22)
--------------------------------------------------------------------------------------
        23.2        Consent of Independent Auditors                         II-23
--------------------------------------------------------------------------------------
        24.1        Power of Attorney                                  (See Page II-8)
--------------------------------------------------------------------------------------
II-10