As filed with the Securities and Exchange Commission on September 15, 1997

                                               Registration No. 333-__________

                       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 ID No.)
     Incorporation or Organization)

        200 Enterprise Drive
       Newport News, Virginia                                  23603
(Address of Principal Executive Office)                      (Zip Code)

                              BLESSINGS CORPORATION
                      Michael Carlson Compensation Contract
                            (Full Title of the Plan)

                                Wayne A. Durboraw
                              Blessings Corporation
                              200 Enterprise Drive
                             Newport News, VA 23603
                     (Name and Address of Agent for Service)

                                 (757) 887-2100
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                                 Proposed
 Title of                        Proposed         Maximum
Securities         Amount         Maximum        Aggregate        Amount of
  to be             to be      Offering Price     Offering       Registration
Registered       Registered      Per Share(1)     Price(1)          Fee(1)
===============================================================================
Common Stock,
($.71 par value     3,000         $13.00        $39,000.00          $100.00
 per share)
===============================================================================
(1) Pursuant to Rules 457(c) and 457(h), the registration fee was computed using
$13.00  per  share of  Common  Stock,  the  average  of the high and low  prices
reported in the consolidated  reporting system of the American Stock Exchange on
September 8, 1997.



<PAGE>



                                     PART II
                      INFORMATION REQUIRED IN REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS


         Item 3:  Incorporation of Documents by Reference.

         The following  documents filed by Blessings  Corporation (the "Company"
or  the  "Registrant")   with  the  Securities  and  Exchange   Commission  (the
"Commission"), are incorporated herein by reference and made a part hereof:

                  (a) The Company's Annual Report on Form 10-K for the Company's
fiscal  year ended  December  31, 1996 filed  pursuant  to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (b)      All reports  filed by the Company  pursuant to  
Section 13(a)  of the 1934 Act since the end of the Company's fiscal year ended
December 31, 1996.

                  (c) The description of the Company's  Common Stock  registered
under the 1934 Act  contained in the  Company's  Registration  Statement on Form
S-8, Registration Statement No. 2-45391, effective September 21, 1972.

                  All  reports  and other  documents  subsequently  filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act 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  into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.

                  Any statement  contained in a document  incorporated into this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document which also is or is deemed to be  incorporated  into this  Registration
Statement by reference modifies or replaces such statement.

         Item 4:  Description of Securities.

         Not applicable.

         Item 5:  Interest of Named Experts and Counsel.

         Not applicable.



<PAGE>


         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
attorneys  fees)  incurred in  connection  with  defense of  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 Company's Bylaws requires indemnification to the full
extent  permitted under Delaware law as from time to time in effect.  Subject to
any  limitations  imposed by Delaware law, the Bylaws  provide an  unconditional
right  to  indemnification  for all  expenses,  liability  and  loss  (including
attorneys' 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  Company  or, at the  request of the
Company,  of another  corporation,  partnership,  joint venture,  trust or other
enterprise, including an employee benefit plan. The Bylaws also provide that the
Company 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 Company are covered by insurance  which
(with  certain  exceptions  and within  certain  limitations)  indemnifies  them
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.

         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 Company
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 Company shall not be liable to
the Company 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 Company for or
with respect to any acts or omissions of such director  occurring  prior to such
amendment or repeal.

<PAGE>

         Item 7:  Exemption from Registration Claimed.

         Not applicable.

         Item 8:  Exhibits.

                  4.1  Certificate  of  Incorporation  of the  Company  and  all
amendments  through  Amendment dated December 15, 1994  (incorporated  herein by
reference to the Company's  Form 10-K for the year ended December 31, 1994 filed
with the Commission on or about March 28, 1995).

                  4.2 Bylaws of the Company, as amended  (incorporated herein by
reference  to the  Company's  Registration  Statement on Form S-8 filed with the
Commission on or about October 16, 1993).

                  * 5.1 Opinion of Kaufman & Canoles, P.C.

                  *15.1 Letter re: unaudited financial information.

                  *23.1 Consent of Deloitte & Touche LLP.

                  *23.2 Consent of Kaufman & Canoles  (included in opinion filed
                        as Exhibit 5.1).

                  *24.1 Power of Attorney (included on the signature pages 
                        hereto).

                  *99.1 Blessings Corporation Stock Option Agreement.

                  *99.2 Michael Carlson Compensation Contract.

__________________
* Filed herewith.

         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 this  Registration  Statement 
or any material change to such information in this Registration Statement.

<PAGE>

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

                  (h) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of the Registrant,  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 it he Act and
will be governed by the final adjudication of such issue


<PAGE>



                                   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
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 15,
1997.

                                     BLESSINGS CORPORATION



                                     By:   /s/Elwood M. Miller
                                           Elwood M. Miller
                                           President and Chief Executive Officer


                                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 an on the dates indicated:

         Witness our hands and common seals on the date set forth below.


Signature

/s/Leonard Birnbaum                                September 9, 1997
Leonard Birnbaum, Director

/s/Joseph J. Harkins                               September 9, 1997
Joseph J. Harkins, Director

<PAGE>

/s/John M. Hogg                                    September 9, 1997
John M. Hogg, Director

/s/James P. Luke                                   September 9, 1997
James P. Luke, Executive Vice
President, Chief Financial Officer,
Secretary and Director
(Principal Financial Officer)

/s/Elwood M. Miller                                September 9, 1997
Elwood M. Miller, President and Chief
Executive Officer and Director
(Principal Executive Officer)

/s/Richard C. Patton                               September 9, 1997
Richard C. Patton, Director

/s/Manuel Villarreal G.                            September 9, 1997
Manuel Villarreal G.,
President and Chief Executive Officer of
NEPSA, Director

/s/Robert E. Weber                                 September 9, 1997
Robert E. Weber, Director

/s/J. Donovan Williamson                           September 9, 1997
J. Donovan Williamson, Director

/s/Wayne A. Durboraw                               September 9, 1997
Wayne A. Durboraw, Controller
(Principal Accounting Officer)


<PAGE>




                                  EXHIBIT INDEX

         The following exhibits are filed herewith unless otherwise indicated:

                                                                   Sequentially
      Exhibit                                                        Numbered
      Number                         Exhibit                           Page
        4.1   Certificate of Incorporation of the Company 
              and all amendments through Amendment dated 
              December 15, 1994 (incorporated herein by reference
              to the  Company's  Form 10-K for the year  ended           *
              December 31, 1994 filed with * the  Commission  on 
              or about March 28, 1995).
        4.2   Bylaws of the Company,  as amended  (incorporated  
              herein by reference to the  Company's   Registration       *
              Statement  on  Form  S-8  filed  with  the
              Commission on or about October 16, 1993).
      **5.1   Opinion of Kaufman & Canoles, P.C.
     **15.1   Letter re: unaudited financial information.
     **23.1   Consent of Deloitte & Touche LLP.
     **23.2   Consent of Kaufman & Canoles (included in opinion filed as 
              Exhibit 5.1).
     **24.1   Power of Attorney (included on the signature pages hereto).
     **99.1   Blessings Corporation Stock Option Agreement.
     **99.2   Michael Carlson Compensation Contract.

----
* Not filed  herewith.  In accordance  with Rule 12b-32 of the General Rules and
Regulations  under  the  Securities   Exchange  Act  of  1934,  the  exhibit  is
incorporated by reference.
**Filed herewith.

<PAGE>

                                                                  EXHIBIT 5.1



                               September 15, 1997



Blessings Corporation
200 Enterprise Drive
Newport News, VA  23603

Dear Sirs:

     In connection with the registration on Form S-8 ("Registration  Statement")
under the  Securities  Act of 1933,  as amended,  of 3,000 shares  ("Shares") of
Common Stock of Blessings Corporation ("Company"),  which may be issued pursuant
to the terms of the  Michael  Carlson  Compensation  Contract  ("Contract"),  we
hereby advise you that in our opinion the Shares will be validly  issued,  fully
paid and non-assessable upon issuance pursuant to the terms of the Contract.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                             Sincerely,

                                             /s/Kaufman & Canoles

                                             KAUFMAN & CANOLES, a professional
                                             corporation


<PAGE>

                                                                 EXHIBIT 15.1



September 15, 1997

Blessings Corporation
Newport News, Virginia

     We have made a review,  in accordance  with  standards  established  by the
American  Institute of Certified Public  Accountants,  of the unaudited  interim
financial  information of Blessings Corporation and subsidiaries for the periods
ended March 31, 1997 and 1996 and June 30, 1997 and 1996,  as  indicated  in our
reports dated April 18, 1997 and July 18, 1997, respectively; because we did not
perform an audit, we expressed no opinion on that information.

     We are aware that our report referred to above,  which was included in your
Quarterly  Reports on Form 10-Q for the  quarters  ended March 31, 1997 and June
30, 1997, are being used in this Registration Statement.

     We also are aware that the aforementioned reports,  pursuant to Rule 436(c)
under the  Securities  Act of 1933,  are not considered a part of the Regulation
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

DELOITTE & TOUCHE,LLP
Richmond, Virginia

<PAGE>

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Blessings  Corporation  on Form S-8 of our reports  dated  February 21, 1997,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
Blessings Corporation for the year ended December 31, 1996.

DELOITTE & TOUCHE LLP

Richmond, Virginia
September 15, 1997

<PAGE>

                                                                    EXHIBIT 99.1
                             BLESSINGS CORPORATION
                             STOCK OPTION AGREEMENT

     In accordance with new SEC Rule 16b-3 effective  August 15, 1996, and with,
but not under, the terms and provisions of the Blessings  Corporation 1991 Stock
Option  Plan  (the  "1991  Plan")  a  copy  of  which  is  attached  hereto  and
incorporated herein by reference,  Blessings  Corporation (the "Company") hereby
grants to Michael  Carlson  (the  "Grantee"),  an employee of the  Company,  the
following:

     (a) An option to purchase 3,000 shares of the Company's Common Stock,  $.71
par value, at a price of $9.687 per share,  subject to adjustment as provided in
the 1991 Plan; and

     (b) 900 Stock Appreciation Rights, subject to adjustment as provided in the
1991 Plan.

         This grant shall be for a term commencing on the date hereof and ending
on December 1, 2006.

     Grantee may  exercise any Option in which  Grantee is vested in  accordance
with the terms of the 1991 Plan by  delivering  written  notice to the Corporate
Secretary of the Company at the Company's  office in Newport  News,  Virginia or
such other  address at which the  Company  may be located at the time,  together
with  appropriate  payment,  as provided in such Plan,  for the number of shares
covered by such notice with respect to the exercise of an Option.

     Optionee  acknowledges  receipt of a copy of the 1991 Plan,  and represents
that he is familiar with its terms and provisions and accepts the option subject
to all of its terms and provisions.  Optionee has reviewed the 1991 Plan and the
option in their  entirety,  and has had an  opportunity  to obtain the advice of
counsel  prior  to  executing  this  Agreement.  Optionee  accepts  as  binding,
conclusive and final all decisions or  interpretations of the Board of Directors
upon any questions arising under the 1991 Plan, but with the understanding  that
the option has not been granted under the Plan, and accordingly  optionee may be
required to hold for two years before  resale,  any stock acquired upon exercise
of the option,  if such stock is not otherwise  registered  under the Securities
Act of 1933.

                                             BLESSINGS CORPORATION

                                             By:  /s/James P. Luke
                                                  James P. Luke
                                                  Executive Vice President
                                                  Chief Financial Officer

                                             Date:  December 2, 1996

ACCEPTED:

/s/Michael C. Carlson
GRANTEE

Date:  December 30, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23751}]
{"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": "333-35611", "film-number": "97680289"}, "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 on September 15, 1997

                                               Registration No. 333-__________

                       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 ID No.)
     Incorporation or Organization)

        200 Enterprise Drive
       Newport News, Virginia                                  23603
(Address of Principal Executive Office)                      (Zip Code)

                              BLESSINGS CORPORATION
                      Michael Carlson Compensation Contract
                            (Full Title of the Plan)

                                Wayne A. Durboraw
                              Blessings Corporation
                              200 Enterprise Drive
                             Newport News, VA 23603
                     (Name and Address of Agent for Service)

                                 (757) 887-2100
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                                 Proposed
 Title of                        Proposed         Maximum
Securities         Amount         Maximum        Aggregate        Amount of
  to be             to be      Offering Price     Offering       Registration
Registered       Registered      Per Share(1)     Price(1)          Fee(1)
===============================================================================
Common Stock,
($.71 par value     3,000         $13.00        $39,000.00          $100.00
 per share)
===============================================================================
(1) Pursuant to Rules 457(c) and 457(h), the registration fee was computed using
$13.00  per  share of  Common  Stock,  the  average  of the high and low  prices
reported in the consolidated  reporting system of the American Stock Exchange on
September 8, 1997.
PART II
                      INFORMATION REQUIRED IN REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS

         Item 3:  Incorporation of Documents by Reference.

         The following  documents filed by Blessings  Corporation (the "Company"
or  the  "Registrant")   with  the  Securities  and  Exchange   Commission  (the
"Commission"), are incorporated herein by reference and made a part hereof:

                  (a) The Company's Annual Report on Form 10-K for the Company's
fiscal  year ended  December  31, 1996 filed  pursuant  to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (b)      All reports  filed by the Company  pursuant to  
Section 13(a)  of the 1934 Act since the end of the Company's fiscal year ended
December 31, 1996.

                  (c) The description of the Company's  Common Stock  registered
under the 1934 Act  contained in the  Company's  Registration  Statement on Form
S-8, Registration Statement No. 2-45391, effective September 21, 1972.

                  All  reports  and other  documents  subsequently  filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act 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  into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.

                  Any statement  contained in a document  incorporated into this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document which also is or is deemed to be  incorporated  into this  Registration
Statement by reference modifies or replaces such statement.

         Item 4:  Description of Securities.

         Not applicable.

         Item 5:  Interest 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
attorneys  fees)  incurred in  connection  with  defense of  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 Company's Bylaws requires indemnification to the full
extent  permitted under Delaware law as from time to time in effect.  Subject to
any  limitations  imposed by Delaware law, the Bylaws  provide an  unconditional
right  to  indemnification  for all  expenses,  liability  and  loss  (including
attorneys' 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  Company  or, at the  request of the
Company,  of another  corporation,  partnership,  joint venture,  trust or other
enterprise, including an employee benefit plan. The Bylaws also provide that the
Company 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 Company are covered by insurance  which
(with  certain  exceptions  and within  certain  limitations)  indemnifies  them
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.

         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 Company
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 Company shall not be liable to
the Company 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 Company 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.

                  4.1  Certificate  of  Incorporation  of the  Company  and  all
amendments  through  Amendment dated December 15, 1994  (incorporated  herein by
reference to the Company's  Form 10-K for the year ended December 31, 1994 filed
with the Commission on or about March 28, 1995).

                  4.2 Bylaws of the Company, as amended  (incorporated herein by
reference  to the  Company's  Registration  Statement on Form S-8 filed with the
Commission on or about October 16, 1993).

                  * 5.1 Opinion of Kaufman & Canoles, P.C.

                  *15.1 Letter re: unaudited financial information.

                  *23.1 Consent of Deloitte & Touche LLP.

                  *23.2 Consent of Kaufman & Canoles  (included in opinion filed
                        as Exhibit 5.1).

                  *24.1 Power of Attorney (included on the signature pages 
                        hereto).

                  *99.1 Blessings Corporation Stock Option Agreement.

                  *99.2 Michael Carlson Compensation Contract.

__________________
* Filed herewith.

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

                  (h) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of the Registrant,  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 it he 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
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 15,
1997.

                                     BLESSINGS CORPORATION

                                     By:   /s/Elwood M. Miller
                                           Elwood M. Miller
                                           President and Chief Executive Officer

                                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 an on the dates indicated:

         Witness our hands and common seals on the date set forth below.

Signature

/s/Leonard Birnbaum                                September 9, 1997
Leonard Birnbaum, Director

/s/Joseph J. Harkins                               September 9, 1997
Joseph J. Harkins, Director
/s/John M. Hogg                                    September 9, 1997
John M. Hogg, Director

/s/James P. Luke                                   September 9, 1997
James P. Luke, Executive Vice
President, Chief Financial Officer,
Secretary and Director
(Principal Financial Officer)

/s/Elwood M. Miller                                September 9, 1997
Elwood M. Miller, President and Chief
Executive Officer and Director
(Principal Executive Officer)

/s/Richard C. Patton                               September 9, 1997
Richard C. Patton, Director

/s/Manuel Villarreal G.                            September 9, 1997
Manuel Villarreal G.,
President and Chief Executive Officer of
NEPSA, Director

/s/Robert E. Weber                                 September 9, 1997
Robert E. Weber, Director

/s/J. Donovan Williamson                           September 9, 1997
J. Donovan Williamson, Director

/s/Wayne A. Durboraw                               September 9, 1997
Wayne A. Durboraw, Controller
(Principal Accounting Officer)
EXHIBIT INDEX

         The following exhibits are filed herewith unless otherwise indicated:

                                                                   Sequentially
      Exhibit                                                        Numbered
      Number                         Exhibit                           Page
        4.1   Certificate of Incorporation of the Company 
              and all amendments through Amendment dated 
              December 15, 1994 (incorporated herein by reference
              to the  Company's  Form 10-K for the year  ended           *
              December 31, 1994 filed with * the  Commission  on 
              or about March 28, 1995).
        4.2   Bylaws of the Company,  as amended  (incorporated  
              herein by reference to the  Company's   Registration       *
              Statement  on  Form  S-8  filed  with  the
              Commission on or about October 16, 1993).
      **5.1   Opinion of Kaufman & Canoles, P.C.
     **15.1   Letter re: unaudited financial information.
     **23.1   Consent of Deloitte & Touche LLP.
     **23.2   Consent of Kaufman & Canoles (included in opinion filed as 
              Exhibit 5.1).
     **24.1   Power of Attorney (included on the signature pages hereto).
     **99.1   Blessings Corporation Stock Option Agreement.
     **99.2   Michael Carlson Compensation Contract.

----
* Not filed  herewith.  In accordance  with Rule 12b-32 of the General Rules and
Regulations  under  the  Securities   Exchange  Act  of  1934,  the  exhibit  is
incorporated by reference.
**Filed herewith.
EXHIBIT 5.1

                               September 15, 1997

Blessings Corporation
200 Enterprise Drive
Newport News, VA  23603

Dear Sirs:

     In connection with the registration on Form S-8 ("Registration  Statement")
under the  Securities  Act of 1933,  as amended,  of 3,000 shares  ("Shares") of
Common Stock of Blessings Corporation ("Company"),  which may be issued pursuant
to the terms of the  Michael  Carlson  Compensation  Contract  ("Contract"),  we
hereby advise you that in our opinion the Shares will be validly  issued,  fully
paid and non-assessable upon issuance pursuant to the terms of the Contract.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                             Sincerely,

                                             /s/Kaufman & Canoles

                                             KAUFMAN & CANOLES, a professional
                                             corporation
EXHIBIT 15.1

September 15, 1997

Blessings Corporation
Newport News, Virginia

     We have made a review,  in accordance  with  standards  established  by the
American  Institute of Certified Public  Accountants,  of the unaudited  interim
financial  information of Blessings Corporation and subsidiaries for the periods
ended March 31, 1997 and 1996 and June 30, 1997 and 1996,  as  indicated  in our
reports dated April 18, 1997 and July 18, 1997, respectively; because we did not
perform an audit, we expressed no opinion on that information.

     We are aware that our report referred to above,  which was included in your
Quarterly  Reports on Form 10-Q for the  quarters  ended March 31, 1997 and June
30, 1997, are being used in this Registration Statement.

     We also are aware that the aforementioned reports,  pursuant to Rule 436(c)
under the  Securities  Act of 1933,  are not considered a part of the Regulation
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

DELOITTE & TOUCHE,LLP
Richmond, Virginia
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Blessings  Corporation  on Form S-8 of our reports  dated  February 21, 1997,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
Blessings Corporation for the year ended December 31, 1996.

DELOITTE & TOUCHE LLP

Richmond, Virginia
September 15, 1997
EXHIBIT 99.1
                             BLESSINGS CORPORATION
                             STOCK OPTION AGREEMENT

     In accordance with new SEC Rule 16b-3 effective  August 15, 1996, and with,
but not under, the terms and provisions of the Blessings  Corporation 1991 Stock
Option  Plan  (the  "1991  Plan")  a  copy  of  which  is  attached  hereto  and
incorporated herein by reference,  Blessings  Corporation (the "Company") hereby
grants to Michael  Carlson  (the  "Grantee"),  an employee of the  Company,  the
following:

     (a) An option to purchase 3,000 shares of the Company's Common Stock,  $.71
par value, at a price of $9.687 per share,  subject to adjustment as provided in
the 1991 Plan; and

     (b) 900 Stock Appreciation Rights, subject to adjustment as provided in the
1991 Plan.

         This grant shall be for a term commencing on the date hereof and ending
on December 1, 2006.

     Grantee may  exercise any Option in which  Grantee is vested in  accordance
with the terms of the 1991 Plan by  delivering  written  notice to the Corporate
Secretary of the Company at the Company's  office in Newport  News,  Virginia or
such other  address at which the  Company  may be located at the time,  together
with  appropriate  payment,  as provided in such Plan,  for the number of shares
covered by such notice with respect to the exercise of an Option.

     Optionee  acknowledges  receipt of a copy of the 1991 Plan,  and represents
that he is familiar with its terms and provisions and accepts the option subject
to all of its terms and provisions.  Optionee has reviewed the 1991 Plan and the
option in their  entirety,  and has had an  opportunity  to obtain the advice of
counsel  prior  to  executing  this  Agreement.  Optionee  accepts  as  binding,
conclusive and final all decisions or  interpretations of the Board of Directors
upon any questions arising under the 1991 Plan, but with the understanding  that
the option has not been granted under the Plan, and accordingly  optionee may be
required to hold for two years before  resale,  any stock acquired upon exercise
of the option,  if such stock is not otherwise  registered  under the Securities
Act of 1933.

                                             BLESSINGS CORPORATION

                                             By:  /s/James P. Luke
                                                  James P. Luke
                                                  Executive Vice President
                                                  Chief Financial Officer

                                             Date:  December 2, 1996

ACCEPTED:

/s/Michael C. Carlson
GRANTEE

Date:  December 30, 1996