As filed with the Securities and Exchange Commission September 20, 1996


                                                   Registration No._________

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BLESSINGS CORPORATION
             (Exact name of Registrant as specified in its Charter)

          Delaware                               13-5566477
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                              200 Enterprise Drive
                          Newport News, Virginia 23603
                    (Address of principal executive offices)

                              BLESSINGS CORPORATION
                  1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the Plan)

                                  James P. Luke
                              Blessings Corporation
                              200 Enterprise Drive
                          Newport News, Virginia 23603
                                 (804) 887-2100
          (Name, address and telephone number of agent for service)

   Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:
       As soon as practicable after the Registration Statement
                               becomes effective.

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                   Proposed      Proposed
     Title of                      maximum       maximum
    Securities       Amount        offering      aggregate        Amount of
      to be          to be         price per     offering       Registration
    Registered      Registered      share*        price*            fee
________________________________________________________________________________
   Common Stock      50,000
 ($.71 par value)    shares       $9.22        $461,000.00      $158.97  

================================================================================
*Based  upon the average of the high and low prices of the  Registrant's  Common
Stock reported in the consolidated  reporting system on September 20, 1996, as
reported by the American Stock Exchange.

================================================================================
                                Page one of 12  sequentially  numbered  pages.
                                Index to Exhibits is located on page 10 of the
                                sequentially numbered page system.


<PAGE>
                                      
                                     PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

         In accordance  with the note found under Part I - Information  Required
in the Section 10(a)  Prospectus  in Form S-8, the  document(s)  containing  the
information  specified  in  Part I will  be sent or  given  to  participants  as
specified  by  Rule  428(b)(1).  Such  documents  will  not be  filed  with  the
Commission either as part of this  registration  statement or as prospectuses or
as  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in the registration  statement  pursuant to
Item 3 of Part II of this registration statement,  taken together,  constitute a
prospectus  that meets the  requirements  of Section 10(a) of the Securities Act
pursuant to Rule 428(a)(1).

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Blessings  Corporation (the "Company")
with the SEC are incorporated herein by reference and made a part hereof:

         1. The Company's Annual Report on Form 10-K for the year ended
December 30, 1995.

         2. The Company's report on Form 10-Q for the quarter ended
March 31, 1996.

         3. The Company's report on Form 10-Q for the quarter ended
June 30, 1996.

         4. The  description of the Company's  Common Stock contained in its S-8
Registration  Statement No.  2-45391,  effective   September 27, 1972, including
any amendment or report filed for the purpose of updating such description.

         5. All reports and documents filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the respective date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the General  Corporation Law of Delaware provides that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys,  fees), judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except  that  indemnification  only  extends  to  expenses  (including
attorney's fees)  incurred in  connection  with defense or  settlement  of such
action,  and  the  statute  requires  court  approval  before  there  can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

         Article VI of the Bylaws of the Registrant requires  indemnification to
the full extent  permitted  under  Delaware  law as from time to time in effect.
Subject  to any  liabilities  imposed by  Delaware  law,  the Bylaws  provide an
unconditional  right to  indemnification  for all  expenses,  liability and loss
(including  attorney's fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid in settlement)  actually and reasonably  incurred by any person
in connection with any actual or threatened proceeding (including, to the extent
permitted by law, any derivative  action) by reason of the fact that such person
is or was serving as a director or officer of the  Registrant or, at the request
of the Registrant, of another corporation,  partnership, joint venture, trust or
other  enterprise,  including an employee  benefit plan. The Bylaws also provide
that  the  Registrant  may,  by  action  of  its  Board  of  Directors,  provide
indemnification  to its  employees  and agents with the same scope and effect as
the foregoing indemnification of directors and officers.

         Officers and directors of the Registrant are covered by insurance which
(with  certain  exceptions  and within  certain  limitations)  indemnifies  them
 
                                     II-1
<PAGE>

against losses and liabilities arising from any alleged "wrongful act" including
any alleged error or  misstatement or misleading  statement,  or wrongful act or
omission or neglect or breach of duty.

         It is likely  that if  underwriters  are  utilized,  they will agree to
indemnify, under certain conditions,  the Registrant, its directors,  certain of
its  officers and persons who control the  Registrant  within the meaning of the
Securities Act of 1933 against certain liabilities.

         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  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 acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

         Article Twelfth of the Certificate of  Incorporation  of the Registrant
provides that to the full extent that the Delaware  General  Corporation Law, as
it now exists or may hereafter be amended, permits the limitation or elimination
of the liability of directors,  a director of the Registrant shall not be liable
to the  Registrant  or its  stockholders  for  monetary  damages  for  breach of
fiduciary duty as a director. Any amendment to or repeal of such Article Twelfth
shall  not  adversely  affect  any  right or  protection  of a  director  of the
Registrant  for or with  respect  to any  acts  or  omissions  of such  director
occurring prior to such amendment or repeal.

Item 7.  Exemption From Registration Claimed

         Not applicable

Item 8.  Exhibits

         (4)      Instruments defining the rights of security holders,
                  including indentures:

                  *(a)     Certificate  of  Incorporation   and  all  Amendments
                           through  Amendment  dated December 15, 1994 (filed as
                           Exhibit 3(i) to the Company's  Form 10-K for the year
                           ended  December 31, 1994 filed with the Commission on
                           or about March 28, 1995)

                  *(b)     Bylaws of the Company,  as revised and amended (filed
                           as Exhibit  4(b) to the  Company's  S-8  Registration
                           filed with the  Commission  on or about  October  16,
                           1993)

         (5)      Opinion regarding legality - opinion of Patten, Wornom &
                  Watkins, L.C. -- filed herewith

         (15)     Letter re unaudited interim financial information

         (23)     Consents of Experts and counsel

                  (23.1)   Consent of Patten,  Wornom & Watkins,  L.C. is
                  contained in its opinion filed as Exhibit 5 to this
                  Registration Statement

                  (23.2)   Consent of Deloitte & Touche LLP is filed herewith

         (24)     Power of Attorney (see signature page of this Registration
                  Statement - Page II-7)

         (99)     Additional Exhibit

                    Blessings Corporation 1995 NON-EMPLOYEE DIRECTORS
                    STOCK OPTION PLAN -- filed herewith

_______________
   *     Each such exhibit has  heretofore  been filed with the  Securities  and
         Exchange Commission as part of the filing indicated and is incorporated
         herein by reference.

                                      II-2
<PAGE>


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
         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.

                  (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 undersigned  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 in the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered  with the  prospectus to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  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 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 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
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 Newport News, Virginia, on this day of September 19,
1996.



                              BLESSINGS CORPORATION

                                                              Registrant

                                                /s/Elwood M. Miller
                                       By:   ________________________________
                                                Elwood M. Miller
                                                President and Chief Executive
                                                Officer, Director (Principal
                                                Executive Officer)

                                      II-3
<PAGE>
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints James P. Luke and Wayne A. Durboraw,  and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file  the  same  with all
exhibits,   thereto,  and  all  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

         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/ Leonard Birnbaum         Director                     September 19, 1996
___________________________
Leonard Birnbaum


 /s/ Wayne A. Durboraw        Controller                   September 19, 1996
___________________________
Wayne A. Durboraw


 /s/ Joseph J. Harkins        Director                     September 19, 1996
___________________________
Joseph J. Harkins


 /s/ R. Stephen Lefler        Director                     September 19, 1996
___________________________
R. Stephen Lefler


 /s/ James P. Luke            Executive Vice               September 19, 1996
___________________________   President, Secretary-
James P. Luke                 Treasurer, Director
                              (Principal Financial
                              Officer)


 /s/ John W. McMackin         Chairman of the Board        September 19, 1996
___________________________   Director
John W. McMackin


 /s/ Elwood M. Miller         President and Chief          September 19, 1996
___________________________   Executive Officer and
Elwood M. Miller              Director


 /s/ Richard C. Patton        Director                     September 19, 1996
___________________________
Richard C. Patton


 /s/ Jose Manuel Villarreal   President and Chief          September 19, 1996
     Gomez Gordillo           Executive Officer of
___________________________   NEPSA
Jose Manuel Villarreal        Director
Gomez Gordillo


 /s/ Robert E. Weber          Director                     September 19, 1996
___________________________
Robert E. Weber


 /s/J. Donovan Williamson     Director                     September 19, 1996
___________________________
J. Donovan Williamson


/s/ Philip C. Williamson      Director                     September 19, 1996
___________________________
Philip C. Williamson
                                      II-4
<PAGE>
INDEX TO EXHIBITS


                                                                   Sequentially
Exhibit                                                              Numbered
Number                                           Exhibit               Page

4(a)     --Exhibit 3(i) to Registrant's    Certificate of Incor-         *
           Form 10-K filed with            poration and all
           the Commission on or about      Amendments thereto
           March 28, 1995

4(b)     --Exhibit 4(b) to Regis-          Bylaws of Registrant          *
           trant's S-8 Registration
           filed with the Commission
           on or about October 16,
           1993

5        --Filed herewith                  Opinion of Patten,            8
                                           Wornom & Watkins, L.C.
                                           as to the legality
                                           of the securities
                                           being registered

15       --Filed herewith                  Letter un auaudited           7
                                           interim financial
                                           information

23.1     --Filed herewith                  Consent of Patten,            8
                                           Wornom & Watkins, L.C.
                                           is contained in
                                           its opinion filed
                                           as Exhibit 5 to
                                           this Registration
                                           Statement

23.2     --Filed herewith                  Consent of Deloitte           9
                                           & Touche

24       --Power of Attorney               (See signature page           5
                                           of this Registration
                                           Statement - page II-4)

99       --Filed herewith                  Blessings Corporation         10
                                           1995 NON-EMPLOYEE DIRECTORS
                                           STOCK OPTION PLAN




*        Each such exhibit has  heretofore  been filed with the  Securities  and
         Exchange Commission as part of the filing indicated and is incorporated
         herein by reference.
                                      II-5
[{"type": "S-8", "sequence": "1", "description": "BLESSINGS CORP.1995 NON-EMPLOYEE DIR.STK.OPT.PLAN", "secsgml_size_bytes": 22447}]
{"company-data": {"conformed-name": "BLESSINGS CORP", "cik": "0000012614", "assigned-sic": "3081", "irs-number": "135566477", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12387", "film-number": "96632717"}, "business-address": {"street1": "200 ENTERPRISE DRIVE", "city": "NEWPORT NEWS", "state": "VA", "zip": "23603", "phone": "8048872100"}, "mail-address": {"street1": "200 ENTERPRISE DRIVE", "city": "NEWPROT NEWS", "state": "VA", "zip": "23603"}, "former-company": {"former-conformed-name": "ASSOCIATED BABY SERVICES INC", "date-changed": "19720828"}}
As filed with the Securities and Exchange Commission September 20, 1996

                                                   Registration No._________

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BLESSINGS CORPORATION
             (Exact name of Registrant as specified in its Charter)

          Delaware                               13-5566477
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                              200 Enterprise Drive
                          Newport News, Virginia 23603
                    (Address of principal executive offices)

                              BLESSINGS CORPORATION
                  1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the Plan)

                                  James P. Luke
                              Blessings Corporation
                              200 Enterprise Drive
                          Newport News, Virginia 23603
                                 (804) 887-2100
          (Name, address and telephone number of agent for service)

   Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:
       As soon as practicable after the Registration Statement
                               becomes effective.

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                   Proposed      Proposed
     Title of                      maximum       maximum
    Securities       Amount        offering      aggregate        Amount of
      to be          to be         price per     offering       Registration
    Registered      Registered      share*        price*            fee
________________________________________________________________________________
   Common Stock      50,000
 ($.71 par value)    shares       $9.22        $461,000.00      $158.97  

================================================================================
*Based  upon the average of the high and low prices of the  Registrant's  Common
Stock reported in the consolidated  reporting system on September 20, 1996, as
reported by the American Stock Exchange.

================================================================================
                                Page one of 12  sequentially  numbered  pages.
                                Index to Exhibits is located on page 10 of the
                                sequentially numbered page system.
PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

         In accordance  with the note found under Part I - Information  Required
in the Section 10(a)  Prospectus  in Form S-8, the  document(s)  containing  the
information  specified  in  Part I will  be sent or  given  to  participants  as
specified  by  Rule  428(b)(1).  Such  documents  will  not be  filed  with  the
Commission either as part of this  registration  statement or as prospectuses or
as  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in the registration  statement  pursuant to
Item 3 of Part II of this registration statement,  taken together,  constitute a
prospectus  that meets the  requirements  of Section 10(a) of the Securities Act
pursuant to Rule 428(a)(1).

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Blessings  Corporation (the "Company")
with the SEC are incorporated herein by reference and made a part hereof:

         1. The Company's Annual Report on Form 10-K for the year ended
December 30, 1995.

         2. The Company's report on Form 10-Q for the quarter ended
March 31, 1996.

         3. The Company's report on Form 10-Q for the quarter ended
June 30, 1996.

         4. The  description of the Company's  Common Stock contained in its S-8
Registration  Statement No.  2-45391,  effective   September 27, 1972, including
any amendment or report filed for the purpose of updating such description.

         5. All reports and documents filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the respective date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the General  Corporation Law of Delaware provides that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys,  fees), judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except  that  indemnification  only  extends  to  expenses  (including
attorney's fees)  incurred in  connection  with defense or  settlement  of such
action,  and  the  statute  requires  court  approval  before  there  can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

         Article VI of the Bylaws of the Registrant requires  indemnification to
the full extent  permitted  under  Delaware  law as from time to time in effect.
Subject  to any  liabilities  imposed by  Delaware  law,  the Bylaws  provide an
unconditional  right to  indemnification  for all  expenses,  liability and loss
(including  attorney's fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid in settlement)  actually and reasonably  incurred by any person
in connection with any actual or threatened proceeding (including, to the extent
permitted by law, any derivative  action) by reason of the fact that such person
is or was serving as a director or officer of the  Registrant or, at the request
of the Registrant, of another corporation,  partnership, joint venture, trust or
other  enterprise,  including an employee  benefit plan. The Bylaws also provide
that  the  Registrant  may,  by  action  of  its  Board  of  Directors,  provide
indemnification  to its  employees  and agents with the same scope and effect as
the foregoing indemnification of directors and officers.

         Officers and directors of the Registrant are covered by insurance which
(with  certain  exceptions  and within  certain  limitations)  indemnifies  them
 
                                     II-1
against losses and liabilities arising from any alleged "wrongful act" including
any alleged error or  misstatement or misleading  statement,  or wrongful act or
omission or neglect or breach of duty.

         It is likely  that if  underwriters  are  utilized,  they will agree to
indemnify, under certain conditions,  the Registrant, its directors,  certain of
its  officers and persons who control the  Registrant  within the meaning of the
Securities Act of 1933 against certain liabilities.

         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  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 acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

         Article Twelfth of the Certificate of  Incorporation  of the Registrant
provides that to the full extent that the Delaware  General  Corporation Law, as
it now exists or may hereafter be amended, permits the limitation or elimination
of the liability of directors,  a director of the Registrant shall not be liable
to the  Registrant  or its  stockholders  for  monetary  damages  for  breach of
fiduciary duty as a director. Any amendment to or repeal of such Article Twelfth
shall  not  adversely  affect  any  right or  protection  of a  director  of the
Registrant  for or with  respect  to any  acts  or  omissions  of such  director
occurring prior to such amendment or repeal.

Item 7.  Exemption From Registration Claimed

         Not applicable

Item 8.  Exhibits

         (4)      Instruments defining the rights of security holders,
                  including indentures:

                  *(a)     Certificate  of  Incorporation   and  all  Amendments
                           through  Amendment  dated December 15, 1994 (filed as
                           Exhibit 3(i) to the Company's  Form 10-K for the year
                           ended  December 31, 1994 filed with the Commission on
                           or about March 28, 1995)

                  *(b)     Bylaws of the Company,  as revised and amended (filed
                           as Exhibit  4(b) to the  Company's  S-8  Registration
                           filed with the  Commission  on or about  October  16,
                           1993)

         (5)      Opinion regarding legality - opinion of Patten, Wornom &
                  Watkins, L.C. -- filed herewith

         (15)     Letter re unaudited interim financial information

         (23)     Consents of Experts and counsel

                  (23.1)   Consent of Patten,  Wornom & Watkins,  L.C. is
                  contained in its opinion filed as Exhibit 5 to this
                  Registration Statement

                  (23.2)   Consent of Deloitte & Touche LLP is filed herewith

         (24)     Power of Attorney (see signature page of this Registration
                  Statement - Page II-7)

         (99)     Additional Exhibit

                    Blessings Corporation 1995 NON-EMPLOYEE DIRECTORS
                    STOCK OPTION PLAN -- filed herewith

_______________
   *     Each such exhibit has  heretofore  been filed with the  Securities  and
         Exchange Commission as part of the filing indicated and is incorporated
         herein by reference.

                                      II-2
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
         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.

                  (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 undersigned  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 in the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered  with the  prospectus to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  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 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 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
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 Newport News, Virginia, on this day of September 19,
1996.

                              BLESSINGS CORPORATION

                                                              Registrant

                                                /s/Elwood M. Miller
                                       By:   ________________________________
                                                Elwood M. Miller
                                                President and Chief Executive
                                                Officer, Director (Principal
                                                Executive Officer)

                                      II-3
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints James P. Luke and Wayne A. Durboraw,  and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file  the  same  with all
exhibits,   thereto,  and  all  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

         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/ Leonard Birnbaum         Director                     September 19, 1996
___________________________
Leonard Birnbaum

 /s/ Wayne A. Durboraw        Controller                   September 19, 1996
___________________________
Wayne A. Durboraw

 /s/ Joseph J. Harkins        Director                     September 19, 1996
___________________________
Joseph J. Harkins

 /s/ R. Stephen Lefler        Director                     September 19, 1996
___________________________
R. Stephen Lefler

 /s/ James P. Luke            Executive Vice               September 19, 1996
___________________________   President, Secretary-
James P. Luke                 Treasurer, Director
                              (Principal Financial
                              Officer)

 /s/ John W. McMackin         Chairman of the Board        September 19, 1996
___________________________   Director
John W. McMackin

 /s/ Elwood M. Miller         President and Chief          September 19, 1996
___________________________   Executive Officer and
Elwood M. Miller              Director

 /s/ Richard C. Patton        Director                     September 19, 1996
___________________________
Richard C. Patton

 /s/ Jose Manuel Villarreal   President and Chief          September 19, 1996
     Gomez Gordillo           Executive Officer of
___________________________   NEPSA
Jose Manuel Villarreal        Director
Gomez Gordillo

 /s/ Robert E. Weber          Director                     September 19, 1996
___________________________
Robert E. Weber

 /s/J. Donovan Williamson     Director                     September 19, 1996
___________________________
J. Donovan Williamson

/s/ Philip C. Williamson      Director                     September 19, 1996
___________________________
Philip C. Williamson
                                      II-4
INDEX TO EXHIBITS

                                                                   Sequentially
Exhibit                                                              Numbered
Number                                           Exhibit               Page

4(a)     --Exhibit 3(i) to Registrant's    Certificate of Incor-         *
           Form 10-K filed with            poration and all
           the Commission on or about      Amendments thereto
           March 28, 1995

4(b)     --Exhibit 4(b) to Regis-          Bylaws of Registrant          *
           trant's S-8 Registration
           filed with the Commission
           on or about October 16,
           1993

5        --Filed herewith                  Opinion of Patten,            8
                                           Wornom & Watkins, L.C.
                                           as to the legality
                                           of the securities
                                           being registered

15       --Filed herewith                  Letter un auaudited           7
                                           interim financial
                                           information

23.1     --Filed herewith                  Consent of Patten,            8
                                           Wornom & Watkins, L.C.
                                           is contained in
                                           its opinion filed
                                           as Exhibit 5 to
                                           this Registration
                                           Statement

23.2     --Filed herewith                  Consent of Deloitte           9
                                           & Touche

24       --Power of Attorney               (See signature page           5
                                           of this Registration
                                           Statement - page II-4)

99       --Filed herewith                  Blessings Corporation         10
                                           1995 NON-EMPLOYEE DIRECTORS
                                           STOCK OPTION PLAN

*        Each such exhibit has  heretofore  been filed with the  Securities  and
         Exchange Commission as part of the filing indicated and is incorporated
         herein by reference.
                                      II-5