As filed with the Securities and Exchange Commission on July 1, 1999

                                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
    INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)


                                 890 FAULSTICH COURT
                              SAN JOSE, CALIFORNIA 95112
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


                               PORTOLA PACKAGING, INC.
                               1994 STOCK OPTION PLAN
                              (FULL TITLE OF THE PLANS)


                                   JAMES A. TAYLOR
                                  VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER
                                PORTOLA PACKAGING, INC.
                                 890 FAULSTICH COURT
                              SAN JOSE, CALIFORNIA 95112
                        (NAME AND ADDRESS OF AGENT FOR SERVICE)


                                    (408) 453-8840
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


<PAGE>


------------------------------------------------------------------------
                          CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
                             Proposed   Proposed
Title of         Amount      maximum    maximum
Securities       to be       offereing  aggregate      Amount of
to be            registered  price per  offering       registration
registered       (1)         share (2)  price          fee (3)

------------------------------------------------------------------------
1994 Stock
Option Plan

Common Stock,    1,500,000       $5.25  $7,875,000.00  $2,189.25
$0.001 par value



(1) Represents 1,500,000 shares added to the Registrant's 1994 Stock Option
Plan. This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Registrant's 1994 Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the outstanding shares of
Registrant's Common Stock.

(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee.  The price is based on the per share fair market value as
determined by Registrant's Board of Directors.

(3) Amount of the registration fee was calculated pursuant to Section 6(b)
of the Securities Act of 1933, as amended.


                                  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, 1998.

(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.  Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this registration statement.

Item 4.         Description of Securities

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 March
31, 1999, 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 March 31,
1999, Eight Million Six Hundred Forty-One Thousand Four Hundred Sixty-
Four (8,641,464) 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 March 31, 1999, options to
purchase Four Hundred Forty-Nine Thousand Six Hundred Seventy-Nine
(449,679) and Two Million Eighty-Two Thousand Six Hundred Three
(2,082,603) 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 B Common Stock, Series 1 and Series 2 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 March 31, 1999,
Mr. Tomlinson is the beneficial owner of 239,734 shares of the
Registrant's Class B Common Stock, Series 1 (including 21,000 shares
held directly by Mr. Tomlinson, 126,234 shares subject to an
immediately exercisable option held of record by TZM Investment Fund of
which Mr. Tomlinson is also a general partner, 62,500 shares held of
record by TZM Investment Fund, 26,000 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 with respect to which Mr. Tomlinson disclaims beneficial
ownership, and excluding 5,000 shares held by The Allison A. Zisko 1996
Trust and 5,000 shares held by The Natalie L. Zisko 1996 Trust, the
trustee of each of which is Mr. Tomlinson).

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.

        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.      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 information required to be included in a post-effective
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 1994 Stock Option Plan.

B. 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.

C.      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.


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 June 10, 1999.


                                              PORTOLA PACKAGING, INC.

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



                              POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Jack L. Watts, James
A. Taylor 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 an
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.

<TABLE>
<CAPTION>


Signature                   Title                      Date
---------------------------------------------------------------------
<S>                         <C>                        <C>

/s/ Jack L. Watts           Chairman of the            June 10, 1999
--------------------------  Board of Directors
Jack L. Watts               and Chief Executive
                            Officer


/s/ James A. Taylor         Vice President and         June 9, 1999
--------------------------  Chief Financial Officer
James A. Taylor             (Principal Financial
                            Officer and Principal
                            Accounting Officer)


/s/ Christopher C. Behrens  Director                   May 4, 1999
--------------------------
Christopher C. Behrens


/s/ Jeffrey Pfeffer         Director                   April 27, 1999
--------------------------
Jeffrey Pfeffer, Ph.D.


/s/ Timothy Tomlinson       Director and Secretary     June 9, 1999
--------------------------
Timothy Tomlinson


/s/ Larry C. Williams       Director                   April 26, 1999
--------------------------
Larry C. Williams

</TABLE>
<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 1994 Stock Option Plan, as amended, and related documents.



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)

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23511}]
{"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": "333-82125", "film-number": "99658233"}, "business-address": {"street1": "890 FAULSTICH CT", "city": "SAN JOSE", "state": "CA", "zip": "95112", "phone": "4084538840"}, "mail-address": {"street1": "890 FAULSTICH COURT", "city": "SAN JOSE", "state": "CA", "zip": "95112"}}
As filed with the Securities and Exchange Commission on July 1, 1999

                                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
    INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                                 890 FAULSTICH COURT
                              SAN JOSE, CALIFORNIA 95112
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                               PORTOLA PACKAGING, INC.
                               1994 STOCK OPTION PLAN
                              (FULL TITLE OF THE PLANS)

                                   JAMES A. TAYLOR
                                  VICE PRESIDENT AND
                                CHIEF FINANCIAL OFFICER
                                PORTOLA PACKAGING, INC.
                                 890 FAULSTICH COURT
                              SAN JOSE, CALIFORNIA 95112
                        (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                    (408) 453-8840
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------------------------------------------------
                          CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
                             Proposed   Proposed
Title of         Amount      maximum    maximum
Securities       to be       offereing  aggregate      Amount of
to be            registered  price per  offering       registration
registered       (1)         share (2)  price          fee (3)

------------------------------------------------------------------------
1994 Stock
Option Plan

Common Stock,    1,500,000       $5.25  $7,875,000.00  $2,189.25
$0.001 par value

(1) Represents 1,500,000 shares added to the Registrant's 1994 Stock Option
Plan. This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Registrant's 1994 Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the outstanding shares of
Registrant's Common Stock.

(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee.  The price is based on the per share fair market value as
determined by Registrant's Board of Directors.

(3) Amount of the registration fee was calculated pursuant to Section 6(b)
of the Securities Act of 1933, as amended.

                                  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, 1998.

(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.  Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this registration statement.

Item 4.         Description of Securities

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 March
31, 1999, 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 March 31,
1999, Eight Million Six Hundred Forty-One Thousand Four Hundred Sixty-
Four (8,641,464) 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 March 31, 1999, options to
purchase Four Hundred Forty-Nine Thousand Six Hundred Seventy-Nine
(449,679) and Two Million Eighty-Two Thousand Six Hundred Three
(2,082,603) 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 B Common Stock, Series 1 and Series 2 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 March 31, 1999,
Mr. Tomlinson is the beneficial owner of 239,734 shares of the
Registrant's Class B Common Stock, Series 1 (including 21,000 shares
held directly by Mr. Tomlinson, 126,234 shares subject to an
immediately exercisable option held of record by TZM Investment Fund of
which Mr. Tomlinson is also a general partner, 62,500 shares held of
record by TZM Investment Fund, 26,000 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 with respect to which Mr. Tomlinson disclaims beneficial
ownership, and excluding 5,000 shares held by The Allison A. Zisko 1996
Trust and 5,000 shares held by The Natalie L. Zisko 1996 Trust, the
trustee of each of which is Mr. Tomlinson).

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.

        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.      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 information required to be included in a post-effective
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 1994 Stock Option Plan.

B. 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.

C.      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.

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 June 10, 1999.

                                              PORTOLA PACKAGING, INC.

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

                              POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Jack L. Watts, James
A. Taylor 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 an
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            June 10, 1999
--------------------------  Board of Directors
Jack L. Watts               and Chief Executive
                            Officer

/s/ James A. Taylor         Vice President and         June 9, 1999
--------------------------  Chief Financial Officer
James A. Taylor             (Principal Financial
                            Officer and Principal
                            Accounting Officer)

/s/ Christopher C. Behrens  Director                   May 4, 1999
--------------------------
Christopher C. Behrens

/s/ Jeffrey Pfeffer         Director                   April 27, 1999
--------------------------
Jeffrey Pfeffer, Ph.D.

/s/ Timothy Tomlinson       Director and Secretary     June 9, 1999
--------------------------
Timothy Tomlinson

/s/ Larry C. Williams       Director                   April 26, 1999
--------------------------
Larry C. Williams
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 1994 Stock Option Plan, as amended, and related documents.

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)