As filed with the Securities and Exchange Commission on April 11, 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
                             STOCK OPTION AGREEMENT
                            (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              Proposed Maximum              Proposed Maximum              Amount of
     to be Registered        be Registered(1)     Offering Price Per Share(2)    Aggregate Offering Price(2)   Registration Fee(3)
   <S>                       <C>                  <C>                            <C>                           <C>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                 10,000                     $8.75                        $87,500                    $21.88
value $.125 per share
====================================================================================================================================

<FN>
(1)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the General Binding Corporation Stock Option Agreement with Warren
         R. Rothwell (the "Agreement") as the result of further stock splits,
         stock dividends or similar adjustments of the outstanding Common Stock
         pursuant to Rule 416(a).

(2)      Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
         amended, the proposed maximum offering price per share and the
         registration fee have been based on the price at which the option may
         be exercised.
</FN>
</TABLE>

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

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     This Registration Statement relates to the registration of 10,000 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 Stock Option Agreement with Warren R. Rothwell (the "Agreement").

     The document  containing the  information  required by this section will be
given to Warren R. Rothwell, who is the only person subject to the Agreement and
eligible to exercise the options granted pursuant thereto.  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); and

     (b)  The  description  of  Registrant's   Common  Stock  contained  in  the
          Registration  Statement  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.

                                        2

<PAGE>

     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.

     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 Stock Option Agreement with Warren R.
               Rothwell dated February 23, 2001.

          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

<PAGE>

               (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
               that is incorporated by reference in this Registration  Statement
               shall be deemed to be a new  registration  statement  relating to
               the  securities   offered  herein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

          (h)  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  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 9th day of
April, 2001.

                                General Binding Corporation


                                By: /s/ James A. Miller
                                   ---------------------------------------------
                                        James A. Miller
                                        Chairman and Chief Executive Officer


                                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 9th day of April, 2001.

                   Name                                  Title
                   ----                                  -----

/s/ James A. Miller                      Chairman and Chief Executive Officer
------------------------------------         (principal executive officer)
James A. Miller
                                               Senior Vice President and
/s/ Terry G. Westbrook                          Chief Financial Officer
------------------------------------            (principal financial and
Terry G. Westbrook                                accounting officer)

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

                                                        Director
------------------------------------
Richard U. De Schutter

                                                        Director
------------------------------------
Jeffrey P. Lane

                                        5

<PAGE>

                   Name                                  Title
                   ----                                  -----

                                                        Director
------------------------------------
Nelson P. Lane

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

/s/ Warren R. Rothwell                                  Director
------------------------------------
Warren R. Rothwell

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

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

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

                                        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 Stock Option Agreement with Warren R.
          Rothwell dated February 23, 2001.

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": "333-58672", "film-number": "1600123"}, "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 April 11, 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
                             STOCK OPTION AGREEMENT
                            (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              Proposed Maximum              Proposed Maximum              Amount of
     to be Registered        be Registered(1)     Offering Price Per Share(2)    Aggregate Offering Price(2)   Registration Fee(3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                 10,000                     $8.75                        $87,500                    $21.88
value $.125 per share
====================================================================================================================================
(1)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the General Binding Corporation Stock Option Agreement with Warren
         R. Rothwell (the "Agreement") as the result of further stock splits,
         stock dividends or similar adjustments of the outstanding Common Stock
         pursuant to Rule 416(a).

(2)      Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
         amended, the proposed maximum offering price per share and the
         registration fee have been based on the price at which the option may
         be exercised.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     This Registration Statement relates to the registration of 10,000 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 Stock Option Agreement with Warren R. Rothwell (the "Agreement").

     The document  containing the  information  required by this section will be
given to Warren R. Rothwell, who is the only person subject to the Agreement and
eligible to exercise the options granted pursuant thereto.  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); and

     (b)  The  description  of  Registrant's   Common  Stock  contained  in  the
          Registration  Statement  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.

                                        2
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.

     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 Stock Option Agreement with Warren R.
               Rothwell dated February 23, 2001.

          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
(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
               that is incorporated by reference in this Registration  Statement
               shall be deemed to be a new  registration  statement  relating to
               the  securities   offered  herein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

          (h)  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  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 9th day of
April, 2001.

                                General Binding Corporation

                                By: /s/ James A. Miller
                                   ---------------------------------------------
                                        James A. Miller
                                        Chairman and Chief Executive Officer

                                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 9th day of April, 2001.

                   Name                                  Title
                   ----                                  -----

/s/ James A. Miller                      Chairman and Chief Executive Officer
------------------------------------         (principal executive officer)
James A. Miller
                                               Senior Vice President and
/s/ Terry G. Westbrook                          Chief Financial Officer
------------------------------------            (principal financial and
Terry G. Westbrook                                accounting officer)

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

                                                        Director
------------------------------------
Richard U. De Schutter

                                                        Director
------------------------------------
Jeffrey P. Lane

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

                                                        Director
------------------------------------
Nelson P. Lane

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

/s/ Warren R. Rothwell                                  Director
------------------------------------
Warren R. Rothwell

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

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

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

                                        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 Stock Option Agreement with Warren R.
          Rothwell dated February 23, 2001.

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