As filed with the Securities and Exchange Commission on July 2, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        --------------------------------

                             POLYAIR INTER PACK INC.
             (Exact name of registrant as specified in its charter)

         Ontario, Canada                      N/A
 (State or other jurisdiction of       (I.R.S. Employer Identification Number)
incorporation or organization)

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

                              258 Atwell Drive
                        Toronto, Ontario, Canada M9W 5B2
                                 (416) 740-2687
                    (Address of Principal Executive Office)

                    Polyair Inter Pack Inc. Stock Option Plan
                   ---------------------------------------------
                            (Full Title of the Plan)




                    (Name and Address of Agent for Service)

                       Copies to: DENNIS P. McCONNELL, ESQ.
                          DOLGENOS NEWMAN & CRONIN LLP
                            NEW YORK, NEW YORK 10012
                                 (212) 925-2800

                         CALCULATION OF REGISTRATION FEE



------------------------------------------------------------------------------
                                          Proposed      Proposed
                                          Maximum       Maximum
Title of Each Class       Amount to Be    Offering      Aggregate    Amount of
of Securities to be        Registered(1)  Price Per     Offering    Registration
   Registered                              Share (2)    Price          Fee(3)

Common Stock, no par        1,140,000     $4.50        $5,130,000    $416.00
value
------------------------------------------------------------------------------
(1)  The aggregate number of shares issuable under the [Plan].

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the Securities Act of 1933.

(3)  Computed  in  accordance  with  Section  6(b)  of the  Securities  Act,  by
     multiplying 0.0000809 by the proposed maximum aggregate offering price.


                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS



Documents containing information specified in Part I of Form S-8 will be sent or
given to eligible participants as required by Rule 428(b)(1). Such documents and
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II,  taken  together,  constitute  a  prospectus  that  meets the
requirements  of Section 10(a) of the  Securities  Act of 1933, as amended.  All
such documents  will be dated and maintained in a "prospectus  file" as required
by Rule 428(a) and will contain the following  legend in a conspicuous  place as
directed by Rule 428(b)(1):


      This document (or specifically  designated  portions of this document)
      constitutes (constitute) part of a prospectus covering securities
      that have been registered under the Securities Act of 1933.



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Polyair Inter Pack Inc. (the "Registrant") with
the  Commission  are  incorporated  in  and  made a part  of  this  Registration
Statement by reference,  except to the extent that any statement or  information
therein is  modified,  superseded  or  replaced by a  statement  or  information
contained  in any  other  subsequently  filed  document  incorporated  herein by
reference:  (1) the Annual Report on Form 20-F dated May 15, 2003;  and (2) from
the date of filing of such documents, all documents filed by the Registrant with
the Commission  pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") subsequent to the date of this
Registration Statement and 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 de-registers all securities then remaining unsold.

ITEM 4: DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification of Directors and Officers.

The Ontario  Business  Corporations  Act  provides  the  following  authority to
indemnify directors and officers of the Company:

     (1)  Indemnification of directors.--A  corporation may indemnify a director
or officer of the  corporation,  a former director or officer of the corporation
or a person who acts or acted at the  corporation's  request  as a  director  or
officer of a body corporate of which the  corporation is or was a shareholder or
creditor,  and his heirs and legal  representatives,  against all costs, charges
and  expenses,  including  an amount  paid to  settle  an  action  or  satisfy a
judgment,  reasonably  incurred  by him in  respect of any  civil,  criminal  or
administrative  action  or  proceeding  to which he is made a party by reason of
being  or  having  been a  director  or  officer  of  such  corporation  or body
corporate, if,

     (a) he acted  honestly and in good faith with a view to the best  interests
of the corporation; and

     (b) in the case of a criminal or  administrative  action or proceeding that
is enforced by a monetary penalty,  he had reasonable grounds for believing that
his conduct was lawful.

     (2) Index.--A corporation may, with the approval of the court,  indemnify a
person  referred to in subsection (1) in respect of an action by or on behalf of
the  corporation or body corporate to procure a judgment in its favor,  to which
he is made a party by reason of being or having been a director or an officer of
the  corporation  or body  corporate,  against all costs,  charges and  expenses
reasonably  incurred by him in  connection  with such action if he fulfills  the
conditions set out in clauses (1)(a) and (b).

     (3) Index.--Notwithstanding  anything in this section, a person referred to
in subsection  (1) is entitled to indemnity  from the  corporation in respect of
all costs,  charges and expenses  reasonably  incurred by him in connection with
the defence of any civil,  criminal or  administrative  action or  proceeding to
which he is made a party by reason of being or having been a director or officer
of the corporation or body corporate, if the person seeking indemnity,

     (a) was substantially successful on the merits in his defense of the action
or proceeding; and

     (b) fulfills the conditions set out in clauses (1)(a) and (b).

     (4) Liability insurance.--A corporation may purchase and maintain insurance
for the  benefit  of any  person  referred  to in  subsection  (1)  against  any
liability incurred by him,

     (a) in his  capacity  as a director or officer of the  corporation,  except
where the  liability  relates to his failure to act  honestly  and in good faith
with a view to the best interests of the corporation; or

     (b) in his  capacity  as a director  or officer of another  body  corporate
where he acts or acted in that  capacity at the  corporation's  request,  except
where the  liability  relates to his failure to act  honestly  and in good faith
with a view to the best interests of the body corporate.

     (5)  Application  to  court.--A  corporation  or a  person  referred  to in
subsection (1) may apply to the court for an order  approving an indemnity under
this  section  and the court may so order and make any  further  order it thinks
fit.

     (6)  Indem.--Upon an application  under subsection (5), the court may order
notice to be given to any  interested  person  and such  person is  entitled  to
appear and be heard in person or by counsel. R.S.O. 1980, c. 54, s. 145 amended.


ITEM 7:           EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


ITEM 8:           EXHIBITS


Exhibit No.

5    Opinion of GOLDMAN, SPRING, KICHLER & SANDERS

23.1 Consent of KPMG

23.2 Consent of GOLDMAN, SPRING, KICHLER & SANDERS (contained in Exhibit 5)


ITEM 9:  UNDERTAKINGS

The undersigned Company hereby undertakes:

(1) To file,  during any  period in which  offers or sales are being made of the
securities  registered  hereby, a post-effective  amendment to this Registration
Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "1933 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 this Registration Statement.

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining  any liability under the 1933 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.

(4) That, for the purposes of determining any liability under the 1933 Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 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.

(5) Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the 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  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel, the matter has been settled by controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Toronto,  Province of Ontario, Canada, on this 2nd_
day of July 2003.


POLYAIR INTER PACK INC.


By:/s/ HENRY SCHNURBACH
Name: Henry Schnurbach
Title: President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                     Title                                  Date

/s/FRED A. LITWIN
-----------------
Fred A. Litwin                      Chairman of the Board      July 2, 2003
                                    of Directors

/s/ HENRY SCHNURBACH
----------------------
Henry Schnurbach                    President, Chief           July 2, 2003
                                    Executive Officer and
                                    Director


------------------------
Daniel S. Tamkin                    Director                   July 2, 2003


/s/ ALAN CASTLE
-------------------------
Alan Castle                         Director                   July 2, 2003


/s/ SOL NAYMAN
--------------------------
Sol D. Nayman                       Director                   July 2, 2003


/s/ SIDNEY GREENBERG
--------------------------
Sidney Greenberg                    Director                   June 2, 2003


/s/ JOHN FOGLIETTA
--------------------------
John Foglietta                      Chief Financial            July 2, 2003
                                    Officer (Principal
                                    Accounting
                                    and Financial Officer)

                                  EXHIBIT INDEX

Exhibit No.


5.1  Opinion of GOLDMAN, SPRING, KICHLER & SANDERS


23.1 Consent of KPMG


23.2 Consent of GOLDMAN,  SPRING,  KICHLER & SANDERS  (contained  in the opinion
     filed as Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "s8-june2003.txt", "description": "POLYAIR STOCK OPTION PLAN", "secsgml_size_bytes": 13839}]
{"company-data": {"conformed-name": "POLYAIR INTER PACK INC", "cik": "0001049984", "assigned-sic": "3086", "irs-number": "000000000", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106747", "film-number": "03772070"}, "business-address": {"street1": "258 ATTWELL DR", "street2": "TORONTO ONTARIO", "city": "CANADA M9W 5B2", "state": "A6", "zip": "00000", "phone": "4167402687"}, "mail-address": {"street1": "258 ATTWELL DR", "street2": "TORONTO ONTARIO", "city": "CANADA M9W 5B2", "state": "A6", "zip": "00000"}}
As filed with the Securities and Exchange Commission on July 2, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        --------------------------------

                             POLYAIR INTER PACK INC.
             (Exact name of registrant as specified in its charter)

         Ontario, Canada                      N/A
 (State or other jurisdiction of       (I.R.S. Employer Identification Number)
incorporation or organization)

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

                              258 Atwell Drive
                        Toronto, Ontario, Canada M9W 5B2
                                 (416) 740-2687
                    (Address of Principal Executive Office)

                    Polyair Inter Pack Inc. Stock Option Plan
                   ---------------------------------------------
                            (Full Title of the Plan)

                    (Name and Address of Agent for Service)

                       Copies to: DENNIS P. McCONNELL, ESQ.
                          DOLGENOS NEWMAN & CRONIN LLP
                            NEW YORK, NEW YORK 10012
                                 (212) 925-2800

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
                                          Proposed      Proposed
                                          Maximum       Maximum
Title of Each Class       Amount to Be    Offering      Aggregate    Amount of
of Securities to be        Registered(1)  Price Per     Offering    Registration
   Registered                              Share (2)    Price          Fee(3)

Common Stock, no par        1,140,000     $4.50        $5,130,000    $416.00
value
------------------------------------------------------------------------------
(1)  The aggregate number of shares issuable under the [Plan].

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the Securities Act of 1933.

(3)  Computed  in  accordance  with  Section  6(b)  of the  Securities  Act,  by
     multiplying 0.0000809 by the proposed maximum aggregate offering price.

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

Documents containing information specified in Part I of Form S-8 will be sent or
given to eligible participants as required by Rule 428(b)(1). Such documents and
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II,  taken  together,  constitute  a  prospectus  that  meets the
requirements  of Section 10(a) of the  Securities  Act of 1933, as amended.  All
such documents  will be dated and maintained in a "prospectus  file" as required
by Rule 428(a) and will contain the following  legend in a conspicuous  place as
directed by Rule 428(b)(1):

      This document (or specifically  designated  portions of this document)
      constitutes (constitute) part of a prospectus covering securities
      that have been registered under the Securities Act of 1933.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Polyair Inter Pack Inc. (the "Registrant") with
the  Commission  are  incorporated  in  and  made a part  of  this  Registration
Statement by reference,  except to the extent that any statement or  information
therein is  modified,  superseded  or  replaced by a  statement  or  information
contained  in any  other  subsequently  filed  document  incorporated  herein by
reference:  (1) the Annual Report on Form 20-F dated May 15, 2003;  and (2) from
the date of filing of such documents, all documents filed by the Registrant with
the Commission  pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") subsequent to the date of this
Registration Statement and 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 de-registers all securities then remaining unsold.

ITEM 4: DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification of Directors and Officers.

The Ontario  Business  Corporations  Act  provides  the  following  authority to
indemnify directors and officers of the Company:

     (1)  Indemnification of directors.--A  corporation may indemnify a director
or officer of the  corporation,  a former director or officer of the corporation
or a person who acts or acted at the  corporation's  request  as a  director  or
officer of a body corporate of which the  corporation is or was a shareholder or
creditor,  and his heirs and legal  representatives,  against all costs, charges
and  expenses,  including  an amount  paid to  settle  an  action  or  satisfy a
judgment,  reasonably  incurred  by him in  respect of any  civil,  criminal  or
administrative  action  or  proceeding  to which he is made a party by reason of
being  or  having  been a  director  or  officer  of  such  corporation  or body
corporate, if,

     (a) he acted  honestly and in good faith with a view to the best  interests
of the corporation; and

     (b) in the case of a criminal or  administrative  action or proceeding that
is enforced by a monetary penalty,  he had reasonable grounds for believing that
his conduct was lawful.

     (2) Index.--A corporation may, with the approval of the court,  indemnify a
person  referred to in subsection (1) in respect of an action by or on behalf of
the  corporation or body corporate to procure a judgment in its favor,  to which
he is made a party by reason of being or having been a director or an officer of
the  corporation  or body  corporate,  against all costs,  charges and  expenses
reasonably  incurred by him in  connection  with such action if he fulfills  the
conditions set out in clauses (1)(a) and (b).

     (3) Index.--Notwithstanding  anything in this section, a person referred to
in subsection  (1) is entitled to indemnity  from the  corporation in respect of
all costs,  charges and expenses  reasonably  incurred by him in connection with
the defence of any civil,  criminal or  administrative  action or  proceeding to
which he is made a party by reason of being or having been a director or officer
of the corporation or body corporate, if the person seeking indemnity,

     (a) was substantially successful on the merits in his defense of the action
or proceeding; and

     (b) fulfills the conditions set out in clauses (1)(a) and (b).

     (4) Liability insurance.--A corporation may purchase and maintain insurance
for the  benefit  of any  person  referred  to in  subsection  (1)  against  any
liability incurred by him,

     (a) in his  capacity  as a director or officer of the  corporation,  except
where the  liability  relates to his failure to act  honestly  and in good faith
with a view to the best interests of the corporation; or

     (b) in his  capacity  as a director  or officer of another  body  corporate
where he acts or acted in that  capacity at the  corporation's  request,  except
where the  liability  relates to his failure to act  honestly  and in good faith
with a view to the best interests of the body corporate.

     (5)  Application  to  court.--A  corporation  or a  person  referred  to in
subsection (1) may apply to the court for an order  approving an indemnity under
this  section  and the court may so order and make any  further  order it thinks
fit.

     (6)  Indem.--Upon an application  under subsection (5), the court may order
notice to be given to any  interested  person  and such  person is  entitled  to
appear and be heard in person or by counsel. R.S.O. 1980, c. 54, s. 145 amended.

ITEM 7:           EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8:           EXHIBITS

Exhibit No.

5    Opinion of GOLDMAN, SPRING, KICHLER & SANDERS

23.1 Consent of KPMG

23.2 Consent of GOLDMAN, SPRING, KICHLER & SANDERS (contained in Exhibit 5)

ITEM 9:  UNDERTAKINGS

The undersigned Company hereby undertakes:

(1) To file,  during any  period in which  offers or sales are being made of the
securities  registered  hereby, a post-effective  amendment to this Registration
Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended (the "1933 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 this Registration Statement.

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining  any liability under the 1933 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.

(4) That, for the purposes of determining any liability under the 1933 Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 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.

(5) Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the 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  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel, the matter has been settled by controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Toronto,  Province of Ontario, Canada, on this 2nd_
day of July 2003.

POLYAIR INTER PACK INC.

By:/s/ HENRY SCHNURBACH
Name: Henry Schnurbach
Title: President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                     Title                                  Date

/s/FRED A. LITWIN
-----------------
Fred A. Litwin                      Chairman of the Board      July 2, 2003
                                    of Directors

/s/ HENRY SCHNURBACH
----------------------
Henry Schnurbach                    President, Chief           July 2, 2003
                                    Executive Officer and
                                    Director

------------------------
Daniel S. Tamkin                    Director                   July 2, 2003

/s/ ALAN CASTLE
-------------------------
Alan Castle                         Director                   July 2, 2003

/s/ SOL NAYMAN
--------------------------
Sol D. Nayman                       Director                   July 2, 2003

/s/ SIDNEY GREENBERG
--------------------------
Sidney Greenberg                    Director                   June 2, 2003

/s/ JOHN FOGLIETTA
--------------------------
John Foglietta                      Chief Financial            July 2, 2003
                                    Officer (Principal
                                    Accounting
                                    and Financial Officer)

                                  EXHIBIT INDEX

Exhibit No.

5.1  Opinion of GOLDMAN, SPRING, KICHLER & SANDERS

23.1 Consent of KPMG

23.2 Consent of GOLDMAN,  SPRING,  KICHLER & SANDERS  (contained  in the opinion
     filed as Exhibit 5.1)