As filed with the Securities and Exchange Commission on May 5, 1999
                                                       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
                             1989 STOCK OPTION PLAN
                            (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                                                                    
value $.125 per share         297,275                  $20.25                         $6,019,818.75                 $1,673.51
===================================================================================================================================
</TABLE>

(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 1989 Stock Option Plan (the "Plan") 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
    estimated based on the average of the high and low sales prices for the
    Common Stock as reported by the Nasdaq National Market on May 3, 1999.

(3) An aggregate of 475,975 shares are being carried forward from those shares
    previously registered by Registration Statements on Form S-8 (File No.
    33-33282). A registration fee of $2,997.10 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 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.
33-33282).

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

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


          This Registration Statement relates to the registration of 297,275
additional 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 1989 Stock Option Plan, as amended (the "Plan"). The
increase in the number of shares authorized to be issued under the Plan was
approved by the Registrant's stockholders on May 14, 1996. Pursuant to a Form
S-8 Registration Statement filed by the Registrant on January 31, 1990, the
Registrant has previously registered an aggregate of 1,050,000 shares of Common
of which 475,975 shares remain available for issuance under the Plan. The
contents of that Form S-8 Registration Statement (File No. 33-33282) are
incorporated herein by reference pursuant to General Instruction E for the Form
S-8.

          The document containing the information required by this section,
which also relates to the shares remaining available which were previously
registered under the above-referenced Registration Statement, will be given to
those persons who participate in the Plan, all of whom are employees of the
Registrant and its subsidiaries. Such documents are 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, 1998 (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     Amended and Restated By-Laws of General Binding Corporation
                  (incorporated by reference to Exhibit 3.2 to Registrant's
                  Registration Statement on Form S-4, Registration No.
                  333-59819).

          4.3     General Binding Corporation 1989 Stock Option Plan, as amended
                  (incorporated by reference to Exhibit A to Registrant's Proxy
                  Statement, dated April 8, 1996, relating to the 1996 Annual
                  Meeting of Stockholders, 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

<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 5th day
of May, 1999.

                                        General Binding Corporation


                                        By: /s/ Govi C. Reddy
                                            ------------------------------------
                                            Govi C. Reddy
                                            President and Chief Executive
                                            Officer


                                        By: /s/ William R. Chambers, Jr.
                                            ------------------------------------
                                            William R. Chambers, Jr.
                                            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
Govi C. Reddy 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 the 5th day of May, 1999.

             Name                             Title
             ----                             -----

/s/ William N. Lane
----------------------------      Chairman of the Board and Director
William N. Lane III

/s/ Govi C. Reddy
----------------------------      President, Chief Executive Officer and
Govi C. Reddy                     Director(principal executive officer)

/s/ William R. Chambers, Jr.
----------------------------      Vice President and Chief Financial Officer
William R. Chambers, Jr.          (principal financial and accounting officer)

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

/s/ Theodore Dimitriou
----------------------------                  Director
Theodore Dimitriou

----------------------------                  Director
Rudolph Grua                                      

/s/ Thomas G. Kalebic
----------------------------                  Director
Thomas V. Kalebic                                 

                                       5

<PAGE>

             Name                             Title
             ----                             -----

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

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

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

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

                                       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        Amended and Restated By-Laws of General Binding Corporation
           (incorporated by reference to Exhibit 3.2 to Registrant's
           Registration Statement on Form S-4, Registration No. 333-59819).

4.3        General Binding Corporation 1989 Stock Option Plan, as amended
           (incorporated by reference to Exhibit A to Registrant's Proxy
           Statement, dated April 8, 1996, relating to the 1996 Annual Meeting
           of  Stockholders, 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 Anderson 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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As filed with the Securities and Exchange Commission on May 5, 1999
                                                       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
                             1989 STOCK OPTION PLAN
                            (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                                                                    
value $.125 per share         297,275                  $20.25                         $6,019,818.75                 $1,673.51
===================================================================================================================================
(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 1989 Stock Option Plan (the "Plan") 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
    estimated based on the average of the high and low sales prices for the
    Common Stock as reported by the Nasdaq National Market on May 3, 1999.

(3) An aggregate of 475,975 shares are being carried forward from those shares
    previously registered by Registration Statements on Form S-8 (File No.
    33-33282). A registration fee of $2,997.10 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 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.
33-33282).

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

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          This Registration Statement relates to the registration of 297,275
additional 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 1989 Stock Option Plan, as amended (the "Plan"). The
increase in the number of shares authorized to be issued under the Plan was
approved by the Registrant's stockholders on May 14, 1996. Pursuant to a Form
S-8 Registration Statement filed by the Registrant on January 31, 1990, the
Registrant has previously registered an aggregate of 1,050,000 shares of Common
of which 475,975 shares remain available for issuance under the Plan. The
contents of that Form S-8 Registration Statement (File No. 33-33282) are
incorporated herein by reference pursuant to General Instruction E for the Form
S-8.

          The document containing the information required by this section,
which also relates to the shares remaining available which were previously
registered under the above-referenced Registration Statement, will be given to
those persons who participate in the Plan, all of whom are employees of the
Registrant and its subsidiaries. Such documents are 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, 1998 (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     Amended and Restated By-Laws of General Binding Corporation
                  (incorporated by reference to Exhibit 3.2 to Registrant's
                  Registration Statement on Form S-4, Registration No.
                  333-59819).

          4.3     General Binding Corporation 1989 Stock Option Plan, as amended
                  (incorporated by reference to Exhibit A to Registrant's Proxy
                  Statement, dated April 8, 1996, relating to the 1996 Annual
                  Meeting of Stockholders, 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
(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 5th day
of May, 1999.

                                        General Binding Corporation

                                        By: /s/ Govi C. Reddy
                                            ------------------------------------
                                            Govi C. Reddy
                                            President and Chief Executive
                                            Officer

                                        By: /s/ William R. Chambers, Jr.
                                            ------------------------------------
                                            William R. Chambers, Jr.
                                            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
Govi C. Reddy 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 the 5th day of May, 1999.

             Name                             Title
             ----                             -----

/s/ William N. Lane
----------------------------      Chairman of the Board and Director
William N. Lane III

/s/ Govi C. Reddy
----------------------------      President, Chief Executive Officer and
Govi C. Reddy                     Director(principal executive officer)

/s/ William R. Chambers, Jr.
----------------------------      Vice President and Chief Financial Officer
William R. Chambers, Jr.          (principal financial and accounting officer)

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

/s/ Theodore Dimitriou
----------------------------                  Director
Theodore Dimitriou

----------------------------                  Director
Rudolph Grua                                      

/s/ Thomas G. Kalebic
----------------------------                  Director
Thomas V. Kalebic                                 

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

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

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

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

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

                                       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        Amended and Restated By-Laws of General Binding Corporation
           (incorporated by reference to Exhibit 3.2 to Registrant's
           Registration Statement on Form S-4, Registration No. 333-59819).

4.3        General Binding Corporation 1989 Stock Option Plan, as amended
           (incorporated by reference to Exhibit A to Registrant's Proxy
           Statement, dated April 8, 1996, relating to the 1996 Annual Meeting
           of  Stockholders, 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 Anderson 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