<PAGE>
 
   As filed with the Securities and Exchange Commission on November 29, 1996

                                                                Registration No.
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               __________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                              ___________________

                           UNISOURCE WORLDWIDE, INC.
               (exact name of registrant as specified in charter)

     OHIO                                                13-5369500
(State or other jurisdiction of              (I.R.S. Employer Identification
 incorporation or organization)                No.)    

                               825 Duportail Road
                        Wayne, Pennsylvania  19087-5589
               (Address of principal executive offices)(Zip Code)
                          ____________________________

                           UNISOURCE WORLDWIDE, INC.
                               STOCK OPTION PLAN
                            (Full title of the Plan)
                         ______________________________

                                Hugh G. Moulton
           Executive Vice President and Chief Administrative Officer
                           Unisource Worldwide, Inc.
                               825 Duportail Road
                        Wayne, Pennsylvania  19087-5589
                    (Name and address of agent for service)

                                 (610) 296-8000
         (Telephone number, including area code, of agent for service)
                         _____________________________
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                             Proposed    Proposed
                              maximum     maximum
Title of           Amount    offering    aggregate    Amount of
securities to      to be       price     offering    registration
be registered    registered  per unit*    price*         fee
---------------  ----------  ---------  -----------  ------------
<S>              <C>         <C>        <C>             <C>
 
Common Stock     3,000,000   $10.76     $32,280,000     $9,781
without
par value
================================================================================
</TABLE> 
*Estimated exercise price of Alco stock options to be converted into
Registrant's stock options in December 1996.
<PAGE>
 
                                     PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       Item 1.  Plan Information
       -------------------------

            A prospectus setting forth the information required by Part I of
       Form S-8 will be sent or given to participants as specified by Rule
       428(b)(1).

       Item 2.  Registrant Information and Employee Plan Annual Information
       --------------------------------------------------------------------

            The documents incorporated by reference in Item 3 of Part II of this
       Form S-8 are incorporated by reference in the Section 10(a) prospectus
       relating to this registration statement.  The foregoing documents and all
       other documents required to be delivered to employees pursuant to Rule
       428(b) are available without charge, upon written or oral request, to
       Unisource Worldwide, Inc., 825 Duportail Road, Wayne, PA  19087, Attn:
       Corporate Communications Department (telephone number:  (215) 296-8000).

                                    PART II
                                    -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The Registrant's Registration Statement on Form 10 (effective 
       November 26, 1996) is incorporated by reference by the Registrant 
       and the Plan in this registration statement.

            All documents subsequently filed by the Registrant pursuant to
       Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
       1934, prior to the filing of a post-effective amendment indicating that
       all securities offered hereby have been sold or which deregisters all
       securities then remaining unsold, shall be deemed to be incorporated by
       reference in this Registration Statement and to be part thereof from the
       date of filing of such documents.

       Item 4.  Description of Securities
       ----------------------------------

            Not Applicable.

       Item 5.  Interests of Named Experts and Counsel
       -----------------------------------------------

            Not Applicable.
<PAGE>
 
       Item 6.  Indemnification of Directors and Officers
       --------------------------------------------------

            The Delaware General Corporation Law (the "DGCL"), under which the
       Registrant is organized, provides that the Registrant may indemnify
       persons who incur certain liabilities or expenses by reason of such
       persons being or having been directors, officers or employees of the
       Registrant or serving or having served in such capacities or similar
       capacities at the Registrant's request for other corporations or
       entities.  Pursuant to the DGCL, the Registrant has adopted, as part of
       its By-Laws, provisions whereby the Registrant shall indemnify such
       persons against such liabilities and expenses resulting from suits or
       other proceedings brought by third persons and against expenses resulting
       from suits or other proceedings brought in the right of the Registrant.
       No indemnification against expenses is to be made, however, in respect of
       (i) any breach of the director's duty of loyalty to the Registrant or its
       stockholders, (ii) for acts or omissions not in good faith or which
       involve intentional misconduct or a knowing violation of law, (iii) under
       Section 174 of the DGCL, relating to prohibited dividends, distributions
       and repurchases or redemptions of stock, or (iv) for any transaction for
       which the director derives an improper personal benefit.

            As permitted by law, the Registrant has purchased liability
       insurance policies covering its directors and officers to provide
       protection where the law does not allow the Registrant to indemnify a
       director or officer.  The policies also provide coverage for
       indemnifiable expenses, including expenses related to claims arising
       under the Employment Retirement Income Security Act against a director or
       officer based upon an alleged breach of fiduciary duty or other wrongful
       act with respect to an employee benefit plan.

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

            Not applicable.

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

            (4)   Rights Agreement, between the Registrant and National City
                  Bank, the form of which was filed as Exhibit 2.2 to the
                  Registrant's Registration Statement on Form 10 (effective
                  November 26, 1996), is incorporated herein by reference.

            (5)   Opinion of Morgan, Lewis & Bockius as to the validity of the
                  securities.

            (23)  Consent of Independent Auditors.

            (99)  Unisource Worldwide, Inc. Stock Option Plan
<PAGE>
 
       Item 9.  Undertakings
       ---------------------

            (a) The 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 of 1933;

                    (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 or Form S-8, and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
       1934 that are incorporated by reference in the registration statement.

                 (2) That, for the purpose of determining any liability under
       the Securities Act of 1933, each such post-effective amendment shall be
       deemed to be a new registration statement relating to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

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

            (b) The Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the Registrant's annual report pursuant to Section 13(a) or Section
       15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Securities Exchange Act of 1934) 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.
<PAGE>
 
            (c) Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions, or otherwise, the Registrant has been advised that in the
       opinion of the Securities and Exchange Commission such indemnification is
       against public policy as expressly 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 public policy as expressed
       in the Act and will be governed by the final adjudication of such issue.
<PAGE>
 
                                   SIGNATURES


            The Registrant.  Pursuant to the requirements of the Securities Act
       of 1933, the Registrant certifies that it has reasonable grounds to
       believe that it meets all the requirements  for filing on Form S-8, and
       has duly caused this registration statement to be signed on its behalf by
       the undersigned, thereunto duly authorized, in Valley Forge,
       Pennsylvania, on the 27th day of November, 1996.

                           UNISOURCE WORLDWIDE, INC.


       Date:  November 27, 1996         By:     /s/ Jack H. Keeney
                                           -------------------------------------
                                                   (Jack H. Keeney)
                                                   Vice President-Finance
                                               (Principal Accounting Officer and
                                                Acting Principal Financial
                                                Officer)

            Pursuant to the requirements of the Securities Act of 1933, 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/ Ray B. Mundt           Chairman and Chief             November 27, 1996
-------------------------  Executive Officer            
   (Ray B. Mundt)          (Principal Executive Officer) 
                                                         
 
/s/ Charles F. White       President and Chief            November 27, 1996
-------------------------  Operating Officer
  (Charles F. White)                        
 
/s/ Jack H. Keeney         Vice President-Finance         November 27, 1996
-------------------------  (Principal Accounting       
(Jack H. Keeney)           Officer and Acting           
                           Principal Financial Officer) 
                                                        
 
 /s/ John E. Stuart        Sole Director                  November 27, 1996
-------------------------
  (John E. Stuart)
</TABLE>
<PAGE>
 
<TABLE> 
<CAPTION> 

                               INDEX TO EXHIBITS
                               -----------------


       Exhibit
       Number          Exhibits
       ------          --------
       <S>        <C> 
       (4.1)      Rights Agreement between the Registrant and National City
                  Bank, the form of which was filed as Exhibit 2.2 to the
                  Registrant's Registration Statement on Form 10 (effective
                  November 26, 1996), is incorporated herein by reference.

       (5)        Opinion of Morgan, Lewis & Bockius as to the validity of
                  the securities.


       (23)       Consent of Independent Auditors.


       (99)       Unisource Worldwide, Inc. Stock Option Plan.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14946}]
{"company-data": {"conformed-name": "UNISOURCE WORLDWIDE INC", "cik": "0001027282", "assigned-sic": "5110", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17141", "film-number": "96674972"}, "business-address": {"street1": "825 DUPORTAIL ROAD", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6102968000"}}
As filed with the Securities and Exchange Commission on November 29, 1996

                                                                Registration No.
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               __________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                              ___________________

                           UNISOURCE WORLDWIDE, INC.
               (exact name of registrant as specified in charter)

     OHIO                                                13-5369500
(State or other jurisdiction of              (I.R.S. Employer Identification
 incorporation or organization)                No.)    

                               825 Duportail Road
                        Wayne, Pennsylvania  19087-5589
               (Address of principal executive offices)(Zip Code)
                          ____________________________

                           UNISOURCE WORLDWIDE, INC.
                               STOCK OPTION PLAN
                            (Full title of the Plan)
                         ______________________________

                                Hugh G. Moulton
           Executive Vice President and Chief Administrative Officer
                           Unisource Worldwide, Inc.
                               825 Duportail Road
                        Wayne, Pennsylvania  19087-5589
                    (Name and address of agent for service)

                                 (610) 296-8000
         (Telephone number, including area code, of agent for service)
                         _____________________________
                        CALCULATION OF REGISTRATION FEE
Proposed    Proposed
                              maximum     maximum
Title of           Amount    offering    aggregate    Amount of
securities to      to be       price     offering    registration
be registered    registered  per unit*    price*         fee
---------------  ----------  ---------  -----------  ------------
Common Stock     3,000,000   $10.76     $32,280,000     $9,781
without
par value
================================================================================
*Estimated exercise price of Alco stock options to be converted into
Registrant's stock options in December 1996.
PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       Item 1.  Plan Information
       -------------------------

            A prospectus setting forth the information required by Part I of
       Form S-8 will be sent or given to participants as specified by Rule
       428(b)(1).

       Item 2.  Registrant Information and Employee Plan Annual Information
       --------------------------------------------------------------------

            The documents incorporated by reference in Item 3 of Part II of this
       Form S-8 are incorporated by reference in the Section 10(a) prospectus
       relating to this registration statement.  The foregoing documents and all
       other documents required to be delivered to employees pursuant to Rule
       428(b) are available without charge, upon written or oral request, to
       Unisource Worldwide, Inc., 825 Duportail Road, Wayne, PA  19087, Attn:
       Corporate Communications Department (telephone number:  (215) 296-8000).

                                    PART II
                                    -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The Registrant's Registration Statement on Form 10 (effective 
       November 26, 1996) is incorporated by reference by the Registrant 
       and the Plan in this registration statement.

            All documents subsequently filed by the Registrant pursuant to
       Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
       1934, prior to the filing of a post-effective amendment indicating that
       all securities offered hereby have been sold or which deregisters all
       securities then remaining unsold, shall be deemed to be incorporated by
       reference in this Registration Statement and to be part thereof from the
       date of filing of such documents.

       Item 4.  Description of Securities
       ----------------------------------

            Not Applicable.

       Item 5.  Interests of Named Experts and Counsel
       -----------------------------------------------

            Not Applicable.
Item 6.  Indemnification of Directors and Officers
       --------------------------------------------------

            The Delaware General Corporation Law (the "DGCL"), under which the
       Registrant is organized, provides that the Registrant may indemnify
       persons who incur certain liabilities or expenses by reason of such
       persons being or having been directors, officers or employees of the
       Registrant or serving or having served in such capacities or similar
       capacities at the Registrant's request for other corporations or
       entities.  Pursuant to the DGCL, the Registrant has adopted, as part of
       its By-Laws, provisions whereby the Registrant shall indemnify such
       persons against such liabilities and expenses resulting from suits or
       other proceedings brought by third persons and against expenses resulting
       from suits or other proceedings brought in the right of the Registrant.
       No indemnification against expenses is to be made, however, in respect of
       (i) any breach of the director's duty of loyalty to the Registrant or its
       stockholders, (ii) for acts or omissions not in good faith or which
       involve intentional misconduct or a knowing violation of law, (iii) under
       Section 174 of the DGCL, relating to prohibited dividends, distributions
       and repurchases or redemptions of stock, or (iv) for any transaction for
       which the director derives an improper personal benefit.

            As permitted by law, the Registrant has purchased liability
       insurance policies covering its directors and officers to provide
       protection where the law does not allow the Registrant to indemnify a
       director or officer.  The policies also provide coverage for
       indemnifiable expenses, including expenses related to claims arising
       under the Employment Retirement Income Security Act against a director or
       officer based upon an alleged breach of fiduciary duty or other wrongful
       act with respect to an employee benefit plan.

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

            Not applicable.

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

            (4)   Rights Agreement, between the Registrant and National City
                  Bank, the form of which was filed as Exhibit 2.2 to the
                  Registrant's Registration Statement on Form 10 (effective
                  November 26, 1996), is incorporated herein by reference.

            (5)   Opinion of Morgan, Lewis & Bockius as to the validity of the
                  securities.

            (23)  Consent of Independent Auditors.

            (99)  Unisource Worldwide, Inc. Stock Option Plan
Item 9.  Undertakings
       ---------------------

            (a) The 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 of 1933;

                    (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 or Form S-8, and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
       1934 that are incorporated by reference in the registration statement.

                 (2) That, for the purpose of determining any liability under
       the Securities Act of 1933, each such post-effective amendment shall be
       deemed to be a new registration statement relating to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

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

            (b) The Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each filing
       of the Registrant's annual report pursuant to Section 13(a) or Section
       15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
       filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions, or otherwise, the Registrant has been advised that in the
       opinion of the Securities and Exchange Commission such indemnification is
       against public policy as expressly 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 public policy as expressed
       in the Act and will be governed by the final adjudication of such issue.
SIGNATURES

            The Registrant.  Pursuant to the requirements of the Securities Act
       of 1933, the Registrant certifies that it has reasonable grounds to
       believe that it meets all the requirements  for filing on Form S-8, and
       has duly caused this registration statement to be signed on its behalf by
       the undersigned, thereunto duly authorized, in Valley Forge,
       Pennsylvania, on the 27th day of November, 1996.

                           UNISOURCE WORLDWIDE, INC.

       Date:  November 27, 1996         By:     /s/ Jack H. Keeney
                                           -------------------------------------
                                                   (Jack H. Keeney)
                                                   Vice President-Finance
                                               (Principal Accounting Officer and
                                                Acting Principal Financial
                                                Officer)

            Pursuant to the requirements of the Securities Act of 1933, this
       registration statement has been signed by the following persons in the
       capacities and on the dates indicated.
Signature                Title                           Date
      ---------                -----                           ----
/s/ Ray B. Mundt           Chairman and Chief             November 27, 1996
-------------------------  Executive Officer            
   (Ray B. Mundt)          (Principal Executive Officer) 
                                                         
 
/s/ Charles F. White       President and Chief            November 27, 1996
-------------------------  Operating Officer
  (Charles F. White)                        
 
/s/ Jack H. Keeney         Vice President-Finance         November 27, 1996
-------------------------  (Principal Accounting       
(Jack H. Keeney)           Officer and Acting           
                           Principal Financial Officer) 
                                                        
 
 /s/ John E. Stuart        Sole Director                  November 27, 1996
-------------------------
  (John E. Stuart)
INDEX TO EXHIBITS
                               -----------------

       Exhibit
       Number          Exhibits
       ------          --------
(4.1)      Rights Agreement between the Registrant and National City
                  Bank, the form of which was filed as Exhibit 2.2 to the
                  Registrant's Registration Statement on Form 10 (effective
                  November 26, 1996), is incorporated herein by reference.

       (5)        Opinion of Morgan, Lewis & Bockius as to the validity of
                  the securities.

       (23)       Consent of Independent Auditors.

       (99)       Unisource Worldwide, Inc. Stock Option Plan.