<PAGE>

                                                Registration No.               
                                                                 --------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              --------------------------

                               PORTOLA PACKAGING, INC.
                              --------------------------


                (Exact name of registrant as specified in its charter)

          DELAWARE                                    94-1582719 
------------------------------            -----------------------------------
State or other jurisdiction of            (I.R.S. employer identification no.)
incorporation or organization)

                                 890 Faulstich Court
                                San Jose, California 95112                  
              ----------------------------------------------------
                (Address of principal executive offices)   (Zip Code)


                               Portola Packaging, Inc.
                                1988 Stock Option Plan
                                1994 Stock Option Plan
                          1996 Employee Stock Purchase Plan   
                     ---------------------------------------
                              (Full title of the Plans)


                                 Robert R. Strickland
                              Vice President-Finance and
                               Chief Financial Officer
                               Portola Packaging, Inc.
                                 890 Faulstich Court
                                 San Jose, Ca  95112     
                          -----------------------------
                       (Name and address of agent for service)


Telephone number, including area code, of agent for service: (408) 453-8840

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.


<PAGE>

--------------------------------------------------------------------------------
                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                      Proposed
                                   Proposed           maximum        Amount of
Title of securities  Amount to be  maximum offering   aggregate    registration
to be registered     registered    price per share(1) offering price fee



                         Shares Available for Grant
                         --------------------------
                              Par Value $0.001



1994 Stock
----------
Option Plan
-----------
Common Stock         944,200          $4.50          $4,248,900.00


1996 Employee
-------------
Stock Purchase
--------------
Plan           
----
Common Stock         750,000          $4.50          $3,375,000.00


                         Unexercised Options Outstanding
                         -------------------------------
                                 Par Value $0.001


1988 Stock Option
-----------------
Plan
-----------------
Common Stock       1,154,010     Exercise prices     $1,550,970.00
                                 ranging from
                                 $0.61 to $2.50


1994 Stock Option
-----------------
Plan
-----------------
Common Stock      1,051,500      Exercise prices     $4,605,750.00
                                 ranging from
                                 $3.75 to $5.00


TOTAL             3,899,710                         $13,780,620.00    $4,175.95

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

(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee.  As to shares subject to purchase under the 1994 Stock 
    Option Plan and 1996 Employee Stock Purchase Plan, the price is based on
    the per share fair market value as determined by Registrant's Board of 
    Directors.  As to shares subject to outstanding but unexercised options
    under the 1988 Stock Option Plan and 1994 Stock Option Plan, the price is
    computed on the basis of actual per share exercise price.

                                          2


<PAGE>


                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Portola Packaging, Inc. (the "Registrant") hereby incorporates by
reference in this registration statement the following documents:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996.

         (b)  All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), since the end
of the fiscal year covered by the document referred to in (a) above.

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

ITEM 4.  DESCRIPTION OF SECURITIES

CAPITAL STOCK

         The authorized capital stock of Registrant consists of Twenty-Five
Million Four Hundred Eighty-Eight Thousand Seven Hundred Fifteen (25,488,715)
shares of capital stock, composed of two classes of shares of capital stock
designated, respectively, "Class A Common Stock" and "Class B Common Stock". 
The number of shares of Class A Common Stock authorized to be issued is Five
Million Two Hundred Three Thousand (5,203,000) with each such share being
designated as having a par value equal to one-tenth (1/10) of one cent ($0.001).
As of December 1, 1996, Two Million One Hundred Thirty-Four Thousand Nine
Hundred Ninety-Two (2,134,992) shares of Registrant's Class A Common Stock are
issued and outstanding.  The number of shares of Class B Common Stock authorized
to be issued is Twenty Million Two Hundred Eighty Five Thousand Seven Hundred
Fifteen (20,285,715), with each such share being designated as having a par
value of one-tenth of one cent ($0.001).  The Class B Common Stock may be issued
from time to time in series.  The first series of Class B Common Stock, which is
designated "Class B Common Stock, Series 1," consists of Seventeen Million Seven
Hundred Fourteen Thousand Two Hundred Eighty-Five (17,714,285) shares.  The
second series of Class B Common Stock, which is designated "Class B Common
Stock, Series 2," consists of Two Million Five Hundred Seventy One Thousand Four
Hundred Thirty (2,571,430) shares.  As of December 1, 1996, Eight Million Five
Hundred Six Thousand Six Hundred Forty (8,506,640) shares of Registrant's Class
B Common Stock, Series 1 and One Million One Hundred Seventy One Thousand Four
Hundred Thirty (1,171,430) shares of Registrant's Class B Common Stock, Series 2
are issued and outstanding.  In addition, as of 

                                          3


<PAGE>

December 1, 1996, options to purchase One Million One Hundred Fifty-Four
Thousand Ten (1,154,010) and One Million Fifty-One Thousand Five Hundred
(1,051,500) shares of Class B Common Stock, Series 1 were outstanding under
Registrant's 1988 Stock Option Plan and 1994 Stock Option Plan, respectively.

         Also, as of such date, warrants to purchase an aggregate of Two
Million Four Hundred Ninety Two Thousand Seven Hundred Forty One (2,492,741)
shares of Registrant's Class A Common Stock were outstanding.  A warrant to
purchase Two Million Fifty-Two Thousand Five Hundred Twenty Six (2,052,526)
shares of Common Stock is exercisable, in whole or in part, through June 30,
2004 at sixty and two-third cents per share, subject to certain antidilution
provisions.  After June 30, 1999, if the Registrant has not completed an initial
public offering of its Common Stock, the warrant holder may require the
Registrant to purchase the warrant at a price equal to the higher of the current
fair value per share of the Registrant's Common Stock or an amount computed
under an earnings formula in the warrant agreement.  The purchase obligation may
be suspended under certain circumstances including restrictions on such payments
as specified in certain credit agreements to which Registrant is a party.  After
December 31, 2001, the Registrant has the right to repurchase the warrant at a
price equal to the higher of the fair value per share of the Registrant's Common
Stock or an amount computed under an earnings formula in the warrant agreement. 
The earnings formula is based on income before interest, taxes and debt
outstanding to calculate an estimated value per share.

         A second warrant to purchase Four Hundred Forty Thousand Two Hundred
Fifteen (440,215) shares of Class A Common Stock may be exercised at any time
until its expiration on June 30, 2004.  After August 1, 2001, if Registrant has
not completed an initial public offering of its Common Stock, the warrant holder
may require Registrant to purchase its warrant at a price equal to the higher of
the current fair value price per share of Registrant's Common Stock or the net
book value price per share of Registrant's Common Stock or the net book value
per share as computed under a valuation formula set forth in the warrant.  The
purchase obligation may be suspended under certain circumstances including
restriction on such payments as specified in certain credit agreements to which
Registrant is a party.  On or after August 1, 2003, Registrant has the right to
repurchase the warrant at a price equal to the higher of the current fair value
per share of Registrant's Common Stock or the net book value per share.  The
earnings formula is based on earnings before interest and taxes and debt
outstanding to calculate an estimated value per share.

         Holders of Class A Common Stock are not entitled to elect members of
the Board of Directors.  In the event of an aggregate public offering exceeding
$10,000,000, the Class A and Class B, Series 2 Common Stock are automatically
converted into Class B, Series 1 Common Stock, based on the appropriate
conversion formula.  The holders of Class B Common Stock have the right to elect
members of the Board of Directors, with the holders of Series 1 having one vote
per share, and the holders of Series 2 having a number of votes equal to the
number of shares into which the Series 2 shares are convertible into Series 1
shares.

         In the event of liquidation or dissolution in which the value of the
Company is less than $1.75 per share of Common Stock, the holders of Class B
Common Stock, Series 2 will receive sixty percent (60%) of the proceeds until
they have received $1.75 per share.  All other amounts available for
distribution shall be distributed to the Class A Common Stock and the Class B
Common Stock,                             4


<PAGE>

Series 1 holders pro rata based on the number of shares outstanding.  If the
value of the Registrant is greater than or equal to $1.75 per share, the holders
of all classes of Common Stock are entitled to a pro rata distribution based on
the number of shares outstanding.

         The Registrant is required to reserve shares of Class B, Series 1
stock for the conversion of Class A and Class B, Series 2 into Class B, Series 1
Common Stock.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Common Stock to be offered hereunder has
been passed upon by Tomlinson Zisko Morosoli & Maser LLP.  Timothy Tomlinson, a
general partner of Tomlinson Zisko Morosoli & Maser LLP, is a director of the
Company.  As of December 1, 1996, Mr. Tomlinson is the beneficial owner of
245,984 shares of the Registrant's Class B Common Stock, Series 1 (including
119,984 shares subject to an immediately exercisable option held of record by
TZM Investment Fund of which Mr. Tomlinson is also a general partner, 66,000
shares held of record by TZM Investment Fund, 36,000 shares held of record by
First TZMM Investment Partnership of which Mr. Tomlinson is also a general
partner, and 4,000 shares held of record by trusts for Mr. Tomlinson's
children).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for actions 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 or (iv) for any
transaction from which the director derived an improper personal benefit.  In
addition, as permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Registrant provide that: (i) the Registrant is required to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware General Corporation Law; (ii) the Registrant may, in its
discretion, indemnify other officers, employees and agents as set forth in the
Delaware General Corporation Law; (iii) upon receipt of an undertaking to repay
such advances if indemnification is determined to be unavailable, the Registrant
is required to advance expenses, as incurred, to its directors and executive
officers to the fullest extent permitted by the Delaware General Corporation law
in connection with a proceeding (except if a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding or, in certain
circumstances, by independent legal counsel in a written opinion that the facts
known to the decision-making party demonstrate clearly and convincingly that
such person acted in bad faith or in a manner that such person did not believe
to be in or not opposed to the best interests of the corporation); (iv)  the
rights conferred in the Bylaws are not exclusive and the Registrant is
authorized to enter into indemnification agreements with its directors, officers
and employees and agents; and (v) the Registrant may not retroactively amend the
Bylaw provisions relating to indemnity in a manner adverse to an indemnified
person.
                                          5


<PAGE>

         The Registrant's policy is to enter into indemnity agreements with
certain of its directors and executive officers.  The indemnity agreements
provide that directors and executive officers will be indemnified and held
harmless to the fullest possible extent permitted by law including against all
expenses (including attorneys's fees), judgments, fines and settlement amounts
paid or reasonably incurred by them in any action, suit or proceeding on account
of their services as directors, officers, employees or agents of the Registrant
or as directors, officers, employees or agents of any other company or
enterprise when they are serving in such capacities at the request of the
Registrant.

         The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "SECURITIES ACT").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.  EXHIBITS

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS

         (a)  RULE 415 OFFERING

         The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

              (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective

                                          6


<PAGE>

amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant 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 shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 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.

    (h)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
         STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the
Securities Act 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 the
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                          7


<PAGE>

 

                                      SIGNATURE

    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
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on December 3, 1996.

                                       PORTOLA PACKAGING, INC.



                                    By:  /s/ Jack L. Watts                     
                                        -------------------------
                                       Jack L. Watts
                                       Chairman of the Board and
                                       Chief Executive Officer


                                          8


<PAGE>
 
                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Jack L. Watts, Robert R. Strickland, Patricia
Voll and Timothy Tomlinson, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution, 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, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done 
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    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 and on the dates indicated.



         Signature                          Title                     Date
--------------------------------------------------------------------------------
                                                            
  /s/ Jack L. Watts            Chairman of the Board of
----------------------------   Directors and Chief              December 3, 1996
Jack L. Watts                  Executive Officer

                                                            
  /s/ Robert R. Strickland     Vice President-Finance and
----------------------------   Chief Financial Officer          December 2, 1996
Robert R. Strickland           (Principal Financial Officer)


                                                            
  /s/ Patricia Voll            Vice President-Finance and
----------------------------   Accounting (Principal            December 3, 1996
Patricia Voll                  Accounting Officer)

                                                            
  /s/ Timothy Tomlinson        Director and Secretary           December 3, 1996
----------------------------
Timothy Tomlinson
                                                            
  /s/ Larry C. Williams        Director                         December 3, 1996
----------------------------
Larry C. Williams

                                                            
  /s/ Martin R. Imbler         Director                         December 3, 1996
----------------------------
Martin R. Imbler
                                                            

  /s/ Christopher C. Behrens   Director                         December 3, 1996
----------------------------
Christopher C. Behrens
                                                            
 /s/ Jeffrey Pfeffer           Director                         December 6, 1996
----------------------------
 Jeffrey Pfeffer, Ph.D.

                                          9


<PAGE>

                               EXHIBIT INDEX   

4.01   Certificate of Incorporation of the Registrant (filed with
       Secretary of State of Delaware on April 29, 1994, as amended and
       filed with Secretary of State of Delaware on October 4, 1995), is
       incorporated by reference to Exhibit 3.01 to the Registrant's
       Quarterly Report on Form 10-Q for the period ended November 30,
       1995, as filed with the Securities and Exchange Commission on
       January 16, 1996. 

4.02   Bylaws of the Registrant are incorporated by reference to Exhibit 3.02
       to the Registrant's Registration Statement on Form S-1, as filed with
       the Securities and Exchange Commission on August 1, 1995, declared
       effective by the Securities and Exchange Commission on September 27, 
       1995 (File No. 33-95318).

4.03   Registrant's 1988 Stock Option Plan and related documents are
       incorporated by reference to Exhibit 10.28 to the Registrant's
       Form 10-Q for the period ended November 30, 1995, as filed with
       the Securities and Exchange Commission on January 16, 1996. 

4.04   Registrant's 1994 Stock Option Plan, as amended, and related
       documents.

4.05   Registrant's 1996 Employee Stock Purchase Plan. 

5.01   Opinion of Counsel as to the legality of securities being
       registered. 

23.01  Consent of Counsel (included in Exhibit 5.01) 

23.02  Consent of Independent Accountants 

24.01  Power of Attorney (included in signature pages to this
       registration statement)

                                    10
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{"company-data": {"conformed-name": "PORTOLA PACKAGING INC", "cik": "0000788983", "assigned-sic": "3089", "irs-number": "941582719", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17533", "film-number": "96678144"}, "business-address": {"street1": "890 FAULSTICH CT", "city": "SAN JOSE", "state": "CA", "zip": "95112"}, "mail-address": {"street1": "890 FAULSTICH COURT", "city": "SAN JOSE", "state": "CA", "zip": "95112"}}
Registration No.               
                                                                 --------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              --------------------------

                               PORTOLA PACKAGING, INC.
                              --------------------------

                (Exact name of registrant as specified in its charter)

          DELAWARE                                    94-1582719 
------------------------------            -----------------------------------
State or other jurisdiction of            (I.R.S. employer identification no.)
incorporation or organization)

                                 890 Faulstich Court
                                San Jose, California 95112                  
              ----------------------------------------------------
                (Address of principal executive offices)   (Zip Code)

                               Portola Packaging, Inc.
                                1988 Stock Option Plan
                                1994 Stock Option Plan
                          1996 Employee Stock Purchase Plan   
                     ---------------------------------------
                              (Full title of the Plans)

                                 Robert R. Strickland
                              Vice President-Finance and
                               Chief Financial Officer
                               Portola Packaging, Inc.
                                 890 Faulstich Court
                                 San Jose, Ca  95112     
                          -----------------------------
                       (Name and address of agent for service)

Telephone number, including area code, of agent for service: (408) 453-8840

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
--------------------------------------------------------------------------------
                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                      Proposed
                                   Proposed           maximum        Amount of
Title of securities  Amount to be  maximum offering   aggregate    registration
to be registered     registered    price per share(1) offering price fee

                         Shares Available for Grant
                         --------------------------
                              Par Value $0.001

1994 Stock
----------
Option Plan
-----------
Common Stock         944,200          $4.50          $4,248,900.00

1996 Employee
-------------
Stock Purchase
--------------
Plan           
----
Common Stock         750,000          $4.50          $3,375,000.00

                         Unexercised Options Outstanding
                         -------------------------------
                                 Par Value $0.001

1988 Stock Option
-----------------
Plan
-----------------
Common Stock       1,154,010     Exercise prices     $1,550,970.00
                                 ranging from
                                 $0.61 to $2.50

1994 Stock Option
-----------------
Plan
-----------------
Common Stock      1,051,500      Exercise prices     $4,605,750.00
                                 ranging from
                                 $3.75 to $5.00

TOTAL             3,899,710                         $13,780,620.00    $4,175.95

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

(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee.  As to shares subject to purchase under the 1994 Stock 
    Option Plan and 1996 Employee Stock Purchase Plan, the price is based on
    the per share fair market value as determined by Registrant's Board of 
    Directors.  As to shares subject to outstanding but unexercised options
    under the 1988 Stock Option Plan and 1994 Stock Option Plan, the price is
    computed on the basis of actual per share exercise price.

                                          2
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Portola Packaging, Inc. (the "Registrant") hereby incorporates by
reference in this registration statement the following documents:

         (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996.

         (b)  All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), since the end
of the fiscal year covered by the document referred to in (a) above.

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

ITEM 4.  DESCRIPTION OF SECURITIES

CAPITAL STOCK

         The authorized capital stock of Registrant consists of Twenty-Five
Million Four Hundred Eighty-Eight Thousand Seven Hundred Fifteen (25,488,715)
shares of capital stock, composed of two classes of shares of capital stock
designated, respectively, "Class A Common Stock" and "Class B Common Stock". 
The number of shares of Class A Common Stock authorized to be issued is Five
Million Two Hundred Three Thousand (5,203,000) with each such share being
designated as having a par value equal to one-tenth (1/10) of one cent ($0.001).
As of December 1, 1996, Two Million One Hundred Thirty-Four Thousand Nine
Hundred Ninety-Two (2,134,992) shares of Registrant's Class A Common Stock are
issued and outstanding.  The number of shares of Class B Common Stock authorized
to be issued is Twenty Million Two Hundred Eighty Five Thousand Seven Hundred
Fifteen (20,285,715), with each such share being designated as having a par
value of one-tenth of one cent ($0.001).  The Class B Common Stock may be issued
from time to time in series.  The first series of Class B Common Stock, which is
designated "Class B Common Stock, Series 1," consists of Seventeen Million Seven
Hundred Fourteen Thousand Two Hundred Eighty-Five (17,714,285) shares.  The
second series of Class B Common Stock, which is designated "Class B Common
Stock, Series 2," consists of Two Million Five Hundred Seventy One Thousand Four
Hundred Thirty (2,571,430) shares.  As of December 1, 1996, Eight Million Five
Hundred Six Thousand Six Hundred Forty (8,506,640) shares of Registrant's Class
B Common Stock, Series 1 and One Million One Hundred Seventy One Thousand Four
Hundred Thirty (1,171,430) shares of Registrant's Class B Common Stock, Series 2
are issued and outstanding.  In addition, as of 

                                          3
December 1, 1996, options to purchase One Million One Hundred Fifty-Four
Thousand Ten (1,154,010) and One Million Fifty-One Thousand Five Hundred
(1,051,500) shares of Class B Common Stock, Series 1 were outstanding under
Registrant's 1988 Stock Option Plan and 1994 Stock Option Plan, respectively.

         Also, as of such date, warrants to purchase an aggregate of Two
Million Four Hundred Ninety Two Thousand Seven Hundred Forty One (2,492,741)
shares of Registrant's Class A Common Stock were outstanding.  A warrant to
purchase Two Million Fifty-Two Thousand Five Hundred Twenty Six (2,052,526)
shares of Common Stock is exercisable, in whole or in part, through June 30,
2004 at sixty and two-third cents per share, subject to certain antidilution
provisions.  After June 30, 1999, if the Registrant has not completed an initial
public offering of its Common Stock, the warrant holder may require the
Registrant to purchase the warrant at a price equal to the higher of the current
fair value per share of the Registrant's Common Stock or an amount computed
under an earnings formula in the warrant agreement.  The purchase obligation may
be suspended under certain circumstances including restrictions on such payments
as specified in certain credit agreements to which Registrant is a party.  After
December 31, 2001, the Registrant has the right to repurchase the warrant at a
price equal to the higher of the fair value per share of the Registrant's Common
Stock or an amount computed under an earnings formula in the warrant agreement. 
The earnings formula is based on income before interest, taxes and debt
outstanding to calculate an estimated value per share.

         A second warrant to purchase Four Hundred Forty Thousand Two Hundred
Fifteen (440,215) shares of Class A Common Stock may be exercised at any time
until its expiration on June 30, 2004.  After August 1, 2001, if Registrant has
not completed an initial public offering of its Common Stock, the warrant holder
may require Registrant to purchase its warrant at a price equal to the higher of
the current fair value price per share of Registrant's Common Stock or the net
book value price per share of Registrant's Common Stock or the net book value
per share as computed under a valuation formula set forth in the warrant.  The
purchase obligation may be suspended under certain circumstances including
restriction on such payments as specified in certain credit agreements to which
Registrant is a party.  On or after August 1, 2003, Registrant has the right to
repurchase the warrant at a price equal to the higher of the current fair value
per share of Registrant's Common Stock or the net book value per share.  The
earnings formula is based on earnings before interest and taxes and debt
outstanding to calculate an estimated value per share.

         Holders of Class A Common Stock are not entitled to elect members of
the Board of Directors.  In the event of an aggregate public offering exceeding
$10,000,000, the Class A and Class B, Series 2 Common Stock are automatically
converted into Class B, Series 1 Common Stock, based on the appropriate
conversion formula.  The holders of Class B Common Stock have the right to elect
members of the Board of Directors, with the holders of Series 1 having one vote
per share, and the holders of Series 2 having a number of votes equal to the
number of shares into which the Series 2 shares are convertible into Series 1
shares.

         In the event of liquidation or dissolution in which the value of the
Company is less than $1.75 per share of Common Stock, the holders of Class B
Common Stock, Series 2 will receive sixty percent (60%) of the proceeds until
they have received $1.75 per share.  All other amounts available for
distribution shall be distributed to the Class A Common Stock and the Class B
Common Stock,                             4
Series 1 holders pro rata based on the number of shares outstanding.  If the
value of the Registrant is greater than or equal to $1.75 per share, the holders
of all classes of Common Stock are entitled to a pro rata distribution based on
the number of shares outstanding.

         The Registrant is required to reserve shares of Class B, Series 1
stock for the conversion of Class A and Class B, Series 2 into Class B, Series 1
Common Stock.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Common Stock to be offered hereunder has
been passed upon by Tomlinson Zisko Morosoli & Maser LLP.  Timothy Tomlinson, a
general partner of Tomlinson Zisko Morosoli & Maser LLP, is a director of the
Company.  As of December 1, 1996, Mr. Tomlinson is the beneficial owner of
245,984 shares of the Registrant's Class B Common Stock, Series 1 (including
119,984 shares subject to an immediately exercisable option held of record by
TZM Investment Fund of which Mr. Tomlinson is also a general partner, 66,000
shares held of record by TZM Investment Fund, 36,000 shares held of record by
First TZMM Investment Partnership of which Mr. Tomlinson is also a general
partner, and 4,000 shares held of record by trusts for Mr. Tomlinson's
children).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for actions 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 or (iv) for any
transaction from which the director derived an improper personal benefit.  In
addition, as permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Registrant provide that: (i) the Registrant is required to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware General Corporation Law; (ii) the Registrant may, in its
discretion, indemnify other officers, employees and agents as set forth in the
Delaware General Corporation Law; (iii) upon receipt of an undertaking to repay
such advances if indemnification is determined to be unavailable, the Registrant
is required to advance expenses, as incurred, to its directors and executive
officers to the fullest extent permitted by the Delaware General Corporation law
in connection with a proceeding (except if a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding or, in certain
circumstances, by independent legal counsel in a written opinion that the facts
known to the decision-making party demonstrate clearly and convincingly that
such person acted in bad faith or in a manner that such person did not believe
to be in or not opposed to the best interests of the corporation); (iv)  the
rights conferred in the Bylaws are not exclusive and the Registrant is
authorized to enter into indemnification agreements with its directors, officers
and employees and agents; and (v) the Registrant may not retroactively amend the
Bylaw provisions relating to indemnity in a manner adverse to an indemnified
person.
                                          5
The Registrant's policy is to enter into indemnity agreements with
certain of its directors and executive officers.  The indemnity agreements
provide that directors and executive officers will be indemnified and held
harmless to the fullest possible extent permitted by law including against all
expenses (including attorneys's fees), judgments, fines and settlement amounts
paid or reasonably incurred by them in any action, suit or proceeding on account
of their services as directors, officers, employees or agents of the Registrant
or as directors, officers, employees or agents of any other company or
enterprise when they are serving in such capacities at the request of the
Registrant.

         The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and executive
officers, may be sufficiently broad to permit indemnification of the
Registrant's executive officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "SECURITIES ACT").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.  EXHIBITS

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS

         (a)  RULE 415 OFFERING

         The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

              (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective

                                          6
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant 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 shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 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.

    (h)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
         STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the
Securities Act 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 the
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                          7
SIGNATURE

    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
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on December 3, 1996.

                                       PORTOLA PACKAGING, INC.

                                    By:  /s/ Jack L. Watts                     
                                        -------------------------
                                       Jack L. Watts
                                       Chairman of the Board and
                                       Chief Executive Officer

                                          8
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Jack L. Watts, Robert R. Strickland, Patricia
Voll and Timothy Tomlinson, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution, 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, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done 
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    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 and on the dates indicated.

         Signature                          Title                     Date
--------------------------------------------------------------------------------
                                                            
  /s/ Jack L. Watts            Chairman of the Board of
----------------------------   Directors and Chief              December 3, 1996
Jack L. Watts                  Executive Officer

                                                            
  /s/ Robert R. Strickland     Vice President-Finance and
----------------------------   Chief Financial Officer          December 2, 1996
Robert R. Strickland           (Principal Financial Officer)

                                                            
  /s/ Patricia Voll            Vice President-Finance and
----------------------------   Accounting (Principal            December 3, 1996
Patricia Voll                  Accounting Officer)

                                                            
  /s/ Timothy Tomlinson        Director and Secretary           December 3, 1996
----------------------------
Timothy Tomlinson
                                                            
  /s/ Larry C. Williams        Director                         December 3, 1996
----------------------------
Larry C. Williams

                                                            
  /s/ Martin R. Imbler         Director                         December 3, 1996
----------------------------
Martin R. Imbler
                                                            

  /s/ Christopher C. Behrens   Director                         December 3, 1996
----------------------------
Christopher C. Behrens
                                                            
 /s/ Jeffrey Pfeffer           Director                         December 6, 1996
----------------------------
 Jeffrey Pfeffer, Ph.D.

                                          9
EXHIBIT INDEX   

4.01   Certificate of Incorporation of the Registrant (filed with
       Secretary of State of Delaware on April 29, 1994, as amended and
       filed with Secretary of State of Delaware on October 4, 1995), is
       incorporated by reference to Exhibit 3.01 to the Registrant's
       Quarterly Report on Form 10-Q for the period ended November 30,
       1995, as filed with the Securities and Exchange Commission on
       January 16, 1996. 

4.02   Bylaws of the Registrant are incorporated by reference to Exhibit 3.02
       to the Registrant's Registration Statement on Form S-1, as filed with
       the Securities and Exchange Commission on August 1, 1995, declared
       effective by the Securities and Exchange Commission on September 27, 
       1995 (File No. 33-95318).

4.03   Registrant's 1988 Stock Option Plan and related documents are
       incorporated by reference to Exhibit 10.28 to the Registrant's
       Form 10-Q for the period ended November 30, 1995, as filed with
       the Securities and Exchange Commission on January 16, 1996. 

4.04   Registrant's 1994 Stock Option Plan, as amended, and related
       documents.

4.05   Registrant's 1996 Employee Stock Purchase Plan. 

5.01   Opinion of Counsel as to the legality of securities being
       registered. 

23.01  Consent of Counsel (included in Exhibit 5.01) 

23.02  Consent of Independent Accountants 

24.01  Power of Attorney (included in signature pages to this
       registration statement)

                                    10