<PAGE>

     As filed with the Securities and Exchange Commission on May 31, 2001
                                     Registration No. 33-_______
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                             ____________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933


                           __________________________

                     Applied Extrusion Technologies, Inc.
            (Exact name of registrant as specified in its charter)

           Delaware                                       51-0295865
(state or other jurisdiction of              (I.R.S Employer Identification No.)
 incorporation or organization)


                     Applied Extrusion Technologies, Inc.
                     2001 Stock Option Plan for Directors
                           (Full title of the plan)
                           _________________________


                              3 Centennial Drive
                              Peabody, MA  01960
         (Address of principal executive offices, including zip code)
                           _________________________

                              John R. Dudek, Esq.
                                General Counsel
                     Applied Extrusion Technologies, Inc.
                              3 Centennial Drive
                         Peabody, Massachusetts  01960
                                (978) 538-1500
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
                           _________________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
   Title of Each Class of       Amount to be      Proposed Maximum      Proposed Maximum      Amount of
Securities to be Registered      Registered      Offering Price Per    Aggregate Offering   Registration
                                                      Share(1)              Price(1)             Fee
--------------------------------------------------------------------------------------------------------
 <S>                          <C>                    <C>               <C>                   <C>
 Common Stock, $.01 par        500,000 shares          $ 5.91             $ 2,952,500         $ 739.00
 value per share
--------------------------------------------------------------------------------------------------------
</TABLE>
     (1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     sale prices, $6.00 and $5.81, respectively, of the Common Stock on the
     Nasdaq National Market on May 30, 2001.


================================================================================
<PAGE>

                                    PART I


             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents filed by Applied Extrusion Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference except to the
extent any statement or information therein is modified, superseded or replaced
by a statement or information contained in this document or in any other
subsequently filed document incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          September 30, 2000. (Commission File No. 000-19188).

     (b)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended December 31, 2000. (Commission File No. 000-19188).

     (c)  The Company's Quarterly Report on Form 10-Q/A for the quarterly period
          ended December 31, 2000.  (Commission File No. 000-19188).

     (d)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 2001. (Commission File No. 000-19188).

     (e)  The description of the Company's common stock, $.01 par value per
          share (the "Common Stock"), contained in Item 1 of the Company's
          Registration Statement on Form 8-A, filed with the Commission pursuant
          to Section 12 of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), on April 24, 1991. (Commission File No. 000-19188).

     (d)  Registration of Junior Preferred Stock Purchase Rights on Form 8-A12G
          filed March 3, 1998. (Commission File No. 000-19188).

     (e)  All reports and other documents subsequently filed by the Company
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
          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, shall be deemed to be incorporated
          by reference herein and to be a part hereof from the respective dates
          of the filing of such reports and documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will 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 incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                     II-1
<PAGE>

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 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses which the Delaware Court of Chancery or such other court deems
proper.

     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision will not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for 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 (relating to unlawful
payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.

     The Company's Restated Certificate of Incorporation provides that the
Company's Directors shall not be liable to the Company or its stockholders for
monetary damages for breach of the fiduciary duty as a director, except to the
extent that exculpation from liabilities is not permitted under the Delaware
General Corporation Law as in effect at the time such liability is determined.
The Restated Certificate of Incorporation further provides that the Company
shall indemnify its directors and officers to the full extent permitted by the
law of the State of Delaware in

                                     II-2
<PAGE>

connection with any threatened, pending or contemplated legal proceeding to
which they may be a party or with which they may become involved by reason of
being, agreeing to become or having been an officer or director of the Company.

     The Company maintains a directors' and officers' liability insurance
policy, which insures the directors and officers of the Company against certain
liabilities that might be incurred in connection with the performance of their
duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Exhibit
Number      Title of Exhibit
------      ----------------

4.3         Form of certificate representing shares of Common Stock, $0.01
            par value per share (incorporated by reference to the Exhibits to
            Company's Registration Statement on Form S-1 as amended (No. 33-
            40145), filed with the Commission on April 24, 1991.)

4.5         Applied Extrusion Technologies, Inc. 2001 Stock Option Plan for
            Directors.

5.1         Opinion of Ropes & Gray.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Ropes & Gray (contained in the opinion filed as
            Exhibit 5.1 to this Registration Statement).

24.1        Power of Attorney (included in Part II of this Registration
            Statement under the caption "Signatures").

Item 9.  Undertakings.
         ------------

         (a)  The undersigned Company 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; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of this 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 volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high 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,

                                     II-3
<PAGE>

the changes in volume and price represent no more than 20 percent 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 this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that paragraphs
                                            --------  -------
(a)(1)(i) and (a)(1)(ii) will not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof, and

          (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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.

                                     II-4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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 Town
of Peabody, Commonwealth of Massachusetts on the 31st day of May, 2001.


                                    Applied Extrusion Technologies, Inc.


                                    By:  /s/ Anthony J. Allott
                                         ---------------------------
                                    Name:   Anthony J. Allott
                                    Title:  Senior Vice President and
                                            Chief Financial Officer


     Each person whose signature appears below constitutes and appoints John R.
Dudek and Anthony J. Allott, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 to be filed by Applied Extrusion Technologies, Inc., and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

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

       Signatures                  Title                           Date
       ----------                  -----                           ----


/s/ Amin J. Khoury          Chairman of the Board               May 31, 2001
---------------------
Amin J. Khoury

/s/ Thomas E. Williams      President and Chief                 May 31, 2001
---------------------       Executive Officer and
Thomas E. Williams          Director (Principal Executive
                            Officer)


/s/ Anthony J. Allott       Senior Vice President and           May 31, 2001
---------------------       Chief Financial Officer (Principal
Anthony J. Allott           Financial and Accounting Officer)


/s/ Mark M. Harmeling       Director                            May 31, 2001
---------------------
Mark M. Harmeling

                                     II-5
<PAGE>

/s/ Nader A. Golestaneh     Director                            May 31, 2001
-------------------------
Nader A. Golestaneh

/s/ Joseph J. O'Donnell     Director                            May 31, 2001
-------------------------
Joseph J. O'Donnell

/s/ Richard G. Hamermesh    Director                            May 31, 2001
-------------------------
Richard G. Hamermesh

                                     II-6
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number       Title of Exhibit
---------    ----------------

4.3          Form of certificate representing shares of Common Stock, $0.01 par
             value per share. Incorporated by reference to The Company's
             Registration Statement on Form S-1, as amended (Commission File No.
             33-40145), filed with the Commission on April 24, 1991.

4.5          Applied Extrusion Technologies, Inc. 2001 Stock Option Plan for
             Directors.

5.1          Opinion of Ropes & Gray.

23.1         Consent of Deloitte & Touche LLP.

23.2         Consent of Ropes & Gray (contained in the opinion filed as Exhibit
             5.1 to this Registration Statement).

24.1         Power of Attorney (included in Part II of this Registration
             Statement under the caption "Signatures").
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20196}]
{"company-data": {"conformed-name": "APPLIED EXTRUSION TECHNOLOGIES INC /DE", "cik": "0000874389", "assigned-sic": "3081", "irs-number": "510295865", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61976", "film-number": "1651863"}, "business-address": {"street1": "3 CENTENNIAL DRIVE", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "9785381500"}, "mail-address": {"street1": "3 CENTENNIAL DR", "city": "PEABODY", "state": "MA", "zip": "01960"}}
As filed with the Securities and Exchange Commission on May 31, 2001
                                     Registration No. 33-_______
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                             ____________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

                           __________________________

                     Applied Extrusion Technologies, Inc.
            (Exact name of registrant as specified in its charter)

           Delaware                                       51-0295865
(state or other jurisdiction of              (I.R.S Employer Identification No.)
 incorporation or organization)

                     Applied Extrusion Technologies, Inc.
                     2001 Stock Option Plan for Directors
                           (Full title of the plan)
                           _________________________

                              3 Centennial Drive
                              Peabody, MA  01960
         (Address of principal executive offices, including zip code)
                           _________________________

                              John R. Dudek, Esq.
                                General Counsel
                     Applied Extrusion Technologies, Inc.
                              3 Centennial Drive
                         Peabody, Massachusetts  01960
                                (978) 538-1500
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
                           _________________________

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
   Title of Each Class of       Amount to be      Proposed Maximum      Proposed Maximum      Amount of
Securities to be Registered      Registered      Offering Price Per    Aggregate Offering   Registration
                                                      Share(1)              Price(1)             Fee
--------------------------------------------------------------------------------------------------------
Common Stock, $.01 par        500,000 shares          $ 5.91             $ 2,952,500         $ 739.00
 value per share
--------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     sale prices, $6.00 and $5.81, respectively, of the Common Stock on the
     Nasdaq National Market on May 30, 2001.

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

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents filed by Applied Extrusion Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference except to the
extent any statement or information therein is modified, superseded or replaced
by a statement or information contained in this document or in any other
subsequently filed document incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          September 30, 2000. (Commission File No. 000-19188).

     (b)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended December 31, 2000. (Commission File No. 000-19188).

     (c)  The Company's Quarterly Report on Form 10-Q/A for the quarterly period
          ended December 31, 2000.  (Commission File No. 000-19188).

     (d)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 2001. (Commission File No. 000-19188).

     (e)  The description of the Company's common stock, $.01 par value per
          share (the "Common Stock"), contained in Item 1 of the Company's
          Registration Statement on Form 8-A, filed with the Commission pursuant
          to Section 12 of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), on April 24, 1991. (Commission File No. 000-19188).

     (d)  Registration of Junior Preferred Stock Purchase Rights on Form 8-A12G
          filed March 3, 1998. (Commission File No. 000-19188).

     (e)  All reports and other documents subsequently filed by the Company
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
          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, shall be deemed to be incorporated
          by reference herein and to be a part hereof from the respective dates
          of the filing of such reports and documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will 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 incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                     II-1
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 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses which the Delaware Court of Chancery or such other court deems
proper.

     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision will not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for 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 (relating to unlawful
payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.

     The Company's Restated Certificate of Incorporation provides that the
Company's Directors shall not be liable to the Company or its stockholders for
monetary damages for breach of the fiduciary duty as a director, except to the
extent that exculpation from liabilities is not permitted under the Delaware
General Corporation Law as in effect at the time such liability is determined.
The Restated Certificate of Incorporation further provides that the Company
shall indemnify its directors and officers to the full extent permitted by the
law of the State of Delaware in

                                     II-2
connection with any threatened, pending or contemplated legal proceeding to
which they may be a party or with which they may become involved by reason of
being, agreeing to become or having been an officer or director of the Company.

     The Company maintains a directors' and officers' liability insurance
policy, which insures the directors and officers of the Company against certain
liabilities that might be incurred in connection with the performance of their
duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Exhibit
Number      Title of Exhibit
------      ----------------

4.3         Form of certificate representing shares of Common Stock, $0.01
            par value per share (incorporated by reference to the Exhibits to
            Company's Registration Statement on Form S-1 as amended (No. 33-
            40145), filed with the Commission on April 24, 1991.)

4.5         Applied Extrusion Technologies, Inc. 2001 Stock Option Plan for
            Directors.

5.1         Opinion of Ropes & Gray.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Ropes & Gray (contained in the opinion filed as
            Exhibit 5.1 to this Registration Statement).

24.1        Power of Attorney (included in Part II of this Registration
            Statement under the caption "Signatures").

Item 9.  Undertakings.
         ------------

         (a)  The undersigned Company 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; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of this 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 volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high 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,

                                     II-3
the changes in volume and price represent no more than 20 percent 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 this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that paragraphs
                                            --------  -------
(a)(1)(i) and (a)(1)(ii) will not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof, and

          (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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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 Town
of Peabody, Commonwealth of Massachusetts on the 31st day of May, 2001.

                                    Applied Extrusion Technologies, Inc.

                                    By:  /s/ Anthony J. Allott
                                         ---------------------------
                                    Name:   Anthony J. Allott
                                    Title:  Senior Vice President and
                                            Chief Financial Officer

     Each person whose signature appears below constitutes and appoints John R.
Dudek and Anthony J. Allott, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 to be filed by Applied Extrusion Technologies, Inc., and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

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

       Signatures                  Title                           Date
       ----------                  -----                           ----

/s/ Amin J. Khoury          Chairman of the Board               May 31, 2001
---------------------
Amin J. Khoury

/s/ Thomas E. Williams      President and Chief                 May 31, 2001
---------------------       Executive Officer and
Thomas E. Williams          Director (Principal Executive
                            Officer)

/s/ Anthony J. Allott       Senior Vice President and           May 31, 2001
---------------------       Chief Financial Officer (Principal
Anthony J. Allott           Financial and Accounting Officer)

/s/ Mark M. Harmeling       Director                            May 31, 2001
---------------------
Mark M. Harmeling

                                     II-5
/s/ Nader A. Golestaneh     Director                            May 31, 2001
-------------------------
Nader A. Golestaneh

/s/ Joseph J. O'Donnell     Director                            May 31, 2001
-------------------------
Joseph J. O'Donnell

/s/ Richard G. Hamermesh    Director                            May 31, 2001
-------------------------
Richard G. Hamermesh

                                     II-6
EXHIBIT INDEX

Exhibit
Number       Title of Exhibit
---------    ----------------

4.3          Form of certificate representing shares of Common Stock, $0.01 par
             value per share. Incorporated by reference to The Company's
             Registration Statement on Form S-1, as amended (Commission File No.
             33-40145), filed with the Commission on April 24, 1991.

4.5          Applied Extrusion Technologies, Inc. 2001 Stock Option Plan for
             Directors.

5.1          Opinion of Ropes & Gray.

23.1         Consent of Deloitte & Touche LLP.

23.2         Consent of Ropes & Gray (contained in the opinion filed as Exhibit
             5.1 to this Registration Statement).

24.1         Power of Attorney (included in Part II of this Registration
             Statement under the caption "Signatures").