As filed with the Securities and Exchange Commission on July 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
                          1997 Long-Term Incentive Plan
                            (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          150,000        $ 10.56      $ 1,584,000.00    $ 480.00
per share)
================================================================================
(1) Pursuant to Rules 457(c) and 457(h), the registration fee was computed using
$10.56  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
July 11, 1997.

Exhibit Index can be found on page 8.

                                      II-1
<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.


                                      II-2
<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.

         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 1997 Long-Term Incentive Plan.


* 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.

                                      II-3
<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

                                      II-4
<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 July 11, 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                       July 11, 1997
Leonard Birnbaum, Director

/s/Joseph J. Harkins                      July 11, 1997
Joseph J. Harkins, Director


<PAGE>


/s/John M. Hogg                           July 11, 1997
John M. Hogg, Director

/s/James P. Luke                          July 11, 1997
James P. Luke, Executive Vice
President, Chief Financial Officer,
Secretary and Director
(Principal Financial Officer)

/s/John W. McMackin                       July 11, 1997
John W. McMackin, Chairman of the
Board, Director

/s/Elwood M. Miller                       July 11, 1997
Elwood M. Miller, President and Chief
Executive Officer and Director
(Principal Executive Officer)

/s/Richard C. Patton                      July 11, 1997
Richard C. Patton, Director

/s/Manuel Villarreal G.                   July 11, 1997
Manuel Villarreal G.,
President and Chief Executive Officer of
NEPSA, Director

/s/Robert E. Weber                        July 11, 1997
Robert E. Weber, Director

/s/J. Donovan Williamson                  July 11, 1997
J. Donovan Williamson, Director

/s/Philip C. Williamson                   July 11, 1997
Philip C. Williamson, Director

/s/Wayne A. Durboraw                      July 11, 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.                              10
**15.1   Letter re: unaudited financial information.                     12
**23.1   Consent of Deloitte & Touche LLP.                               14
**23.2   Consent of Kaufman & Canoles (included in opinion
         filed as Exhibit 5.1)                                           10
**24.1   Power of Attorney (included on the signature pages hereto).      8
**99.1   Blessings Corporation 1997 Long-Term Incentive Plan.            16

----
* 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

                               KAUFMAN & CANOLES
                           A PROFESSIONAL CORPORATION
                        ATTORNEYS AND COUNSELORS AT LAW
                              ONE COMMERCIAL PLACE
                              POST OFFICE BOX 3037
                            NORFOLK, VIRGINIA 23514
                                 (757) 524-3000
                               FAX (757) 624-3169


700 PAVILION CENTER                                       11817 CANON BOULEVARD
POST OFFICE BOX 626                                                   SUITE 408
VIRGINIA BEACH, VIRGINIA  23451                   NEWPORT NEWS, VIRGINIA  23606
                                                          E-MAIL:  @KAUFCAN.COM


                                 July 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 150,000 shares  ("Shares") of
Common Stock of Blessings Corporation ("Company"),  which may be issued pursuant
to the terms of the Company's 1997 Long-Term Incentive Plan ("Plan"),  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 Plan.

     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

0421361.01

<PAGE>

                                                                  EXHIBIT 15.1











July 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   financial
information  of Blessings  Corporation  and  subsidiaries  for the periods ended
March 31,  1997 and 1996,  as  indicated  in our report  dated  April 18,  1997;
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  Report on Form 10-Q for the quarter  ended March 31,  1997,  is being
used in this Registration Statement.

We also are aware that the aformentioned reports,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  are not  considered  a part of the  Registration
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 AUDITOR'S 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
July 15, 1997

<PAGE>
                                                                 EXHIBIT 99.1
                             BLESSINGS CORPORATION
                          1997 LONG-TERM INCENTIVE PLAN


     1.  Objectives.  The Company has  established  the Plan as an  incentive to
attract and retain  dedicated and loyal  employees and directors of  outstanding
ability,  to  stimulate  the efforts of such  persons in meeting  the  Company's
objectives and to encourage ownership of the Company's common stock by employees
and directors.

     2.        Definitions

     2.1  "Award"  shall  mean the  grant of any form of stock  option to a Plan
Participant pursuant to such terms, conditions,  performance  requirements,  and
limitations as the Committee may establish in order to fulfill the objectives of
the Plan.
   
     2.2 "Award  Agreement"  shall mean an  agreement  between the Company and a
Participant that sets forth the terms, conditions, performance requirements, and
limitations applicable to an Award.
         
     2.3      "Board" shall mean the board of directors of the Company.

     2.4 "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time.
 
     2.5 "Committee" shall mean the compensation  committee of the Board,  which
for purposes of making  Awards under this Plan shall be comprised  solely of two
or  more  directors  that  are  (i)  Non-Employee  Directors  and  (ii)  Outside
Directors.

     2.6 "Company" shall mean Blessings Corporation, a Delaware corporation, and
its subsidiaries, including subsidiaries of subsidiaries.
            
     2.7 "Disability" shall mean any medically  determinable  physical or mental
impairment  rendering an individual unable to engage in any substantial  gainful
activity,  which  disability  can be  expected  to  result in death or which has
lasted or can be  expected to last for a  continuous  period of not less than 12
months.

     2.8 "Early  Retirement," for employee  participants,  shall mean retirement
from active employment with the Company pursuant to early retirement  provisions
of  the  Company's  pension  plan.  For  directors  participants  that  are  not
employees, "Early Retirement" shall mean retirement from membership on the Board
with the consent of the Committee.

     2.9  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time.
                  
     2.10 "Fair Market  Value" shall mean the average of the high and low prices
of a share of  common  stock  of the  Company  on the  American  Stock  Exchange
Composite Reporting Tape for the date in question, provided that, if no sales of
a share of common stock were made on the American  Stock  Exchange on that date,
the average of the high and low prices of the common  stock as reported  for the
most  recent  preceding  day on which  sales of  common  stock  were made on the
American Stock Exchange.

     2.11  "Involuntary  Separation  without  Cause" shall mean a termination of
employment by the Company for reasons other than substantial  failure to perform
duties,   material   violation  of  Company  policies,   unethical   activities,
misconduct,  fraud, or commission of an illegal act; provided that,  Involuntary
Separation  without  Cause  does  not  include  a  resignation  or  a  voluntary
separation from employment, in either case initiated by a Participant.





<PAGE>


     2.12  "Non-Employee  Director" shall have the meaning given that term under
Rule  16b-3(b)(3) as promulgated by the SEC pursuant to the Exchange Act, or any
successor rule.
     2.13 "Outside  Director"  shall have the meaning given that term under Code
Regulationss. 1.162-27(e)(3)(i), or any successor regulation.
                  
     2.14 "Participant" shall mean an employee of the Company or a member of the
Board,  including  directors  that are not employees of the Company,  to whom an
Award has been made under the Plan; provided,  however, that in Section 8 of the
Plan the meaning of the term  Participant  shall be limited to  employees of the
Company to whom an award of an incentive stock option has been made.

     2.15 "Plan" shall mean the Blessings  Corporation 1997 Long-Term  Incentive
Plan.

     2.16  "Retirement" or "Retires" shall mean (i) cessation of active services
as an employee,  or for  directors  who are not  employees of the Company,  as a
member of the Board, at or after age 65, or (ii) Early Retirement.
                 
2.17     "SEC" shall mean the Securities and Exchange Commission.

     3.  Effective Date and Duration of the Plan. The effective date of the Plan
is March 12, 1997,  subject to approval of the Plan by the  shareholders  of the
Company at the Company's  annual meeting of  shareholders  to be held on May 20,
1997,  or any  adjournment  thereof.  The Plan shall  remain in effect until all
Awards  under the Plan have been  satisfied  by the  issuance of shares,  but no
Award shall be granted more than ten years after the effective date of the Plan.
        
     4. Capital Stock Available for Awards. Subject to adjustment as provided in
Section 14, the number of shares of common stock of the Company for which Awards
may be  granted  under the Plan shall not exceed  150,000.  As soon as  possible
after adoption of the Plan by the Company's shareholders, the Company shall take
whatever  actions are necessary to file required  documents with the SEC and any
other appropriate governmental authorities and stock exchanges to make shares of
stock  available for issuance  pursuant to Awards.  Stock related to Awards that
are forfeited,  terminated,  expire unexercised, or are settled in such a manner
that all or some of the  shares  covered  by an Award  under  this  Plan are not
issued to a Participant shall become immediately available for Awards under this
Plan.
     5.        Administration.

                  5.1 The Plan  shall be  administered  and  interpreted  by the
Committee.  The Committee shall have full and final authority in its discretion:
(i) to make and adopt rules and regulations for the  administration of the Plan;
(ii) to  conclusively  interpret  the  provisions  of the Plan and to decide all
questions  of  fact  arising  in  its   application;   (iii)  to  determine  the
Participants  to whom Awards shall be made under the Plan; (iv) to determine the
type of Award to be made and the  amount,  size  and  terms of each  such  Award
(including,  but not limited to, any exercise  price,  grant price,  or purchase
price,  any restriction or condition,  any schedule for lapse of restrictions or
conditions  relating  to  transferability  or  forfeiture,   exercisability,  or
settlement of an Award, and waivers or accelerations thereof, based in each case
on such conditions as the Committee shall determine);  (v) to determine the time
when Awards will be granted;  (vi) to prescribe  from time to time the form, and
the terms,  provisions  and conditions  not  inconsistent  with the Plan, of any
Award  Agreement;  and  (vii)  to make all  other  determinations  necessary  or
advisable  for the  administration  of the Plan.  The  Committee  may  designate
persons  other  than its  members to carry out its  responsibilities  under such
conditions or  limitations as it may set other than its authority with regard to
benefits  granted to employees  who are officers or directors of the Company for
purposes of Section 16 of the Exchange Act.

                  5.2 No member of the Committee  shall be liable for any action
or  determination  taken or made in good faith  with  respect to the Plan or any
Award made  hereunder,  and to the extent  permitted  by law, all members of the
Committee  shall be  indemnified  by the Company for any  liability and expenses
which may be incurred through any claim or cause of action.

        6. Eligibility.  Participants shall be limited to (i) those officers and
other  key  employees  of the  Company  who  are in  positions  in  which  their
decisions,  actions and efforts  significantly  contribute to the success of the
Company,  and (ii)  directors of the Company,  including  directors that are not
employees of the Company;  provided,  however,  that only  employee-Participants
shall be eligible  to receive  grants of  incentive  stock  options  pursuant to
Section 8 of the Plan.

        7. Awards Under the Plan.  The  Committee  shall  determine  the type or
types of Awards to be made to each Participant and shall set forth in each Award
Agreement  the terms,  conditions,  and  limitations  applicable  to each Award.
Awards may be granted  singly,  in combination or in tandem.  Awards may also be
made in combination or in tandem with, in replacement of, or as alternatives to,
grants or  rights  under any other  option  or  incentive  plan of the  Company,
including the plan of any acquired entity.  Where both an incentive stock option
and a non-qualified  stock option are awarded at one time, such options shall be
deemed to have been awarded in separate grants, shall be clearly identified, and
in no event will the  exercise of one such  option  affect the right to exercise
the other such option.

        8. Incentive  Stock  Options.  Incentive  stock options,  or substitutes
therefor,  are options to purchase  shares of common stock of the Company which,
in addition to being subject to applicable  terms,  conditions  and  limitations
established  by the  Committee,  comply  with  Section  422 of  the  Code.  Only
employee-Participants  shall be eligible to receive  grants of  incentive  stock
options.  Incentive stock options shall be evidenced by Award  Agreements  which
shall contain in substance the following terms and conditions:


     8.1 Option Price.  The purchase price per share of stock  deliverable  upon
the  exercise of an  incentive  stock  option shall not be less than 100% of the
Fair Market Value of the stock on the day the incentive stock option is granted.
                 
     8.2 Exercise of Option.  Each Award  Agreement  pursuant to which incentive
stock options are granted shall state the period or periods of time within which
the incentive stock option may be exercised by the  Participant,  in whole or in
part,  which shall be such period or periods of time as may be determined by the
Committee,  provided that the exercise period shall not end later than ten years
after the date of the grant of the incentive stock option.
                  
     8.3 Nontransferability. Each Award Agreement shall state that the incentive
stock option is not  transferable  other than by will or the laws of descent and
distribution,  and during the lifetime of the Participant is exercisable only by
the Participant.
                  8.4  Payment  for  Shares.  Stock  purchased  pursuant  to  an
incentive  stock  option  shall  be paid  for in full in  cash  or,  unless  the
Committee determines otherwise at or prior to the time of exercise, common stock
of the Company at Fair Market Value or a  combination  thereof,  in an amount or
having a combined  value equal to the  aggregate  purchase  price for the shares
subject to the incentive stock option or portion thereof being exercised.

                  8.5 Rights Upon Termination of Employment. In the event that a
Participant  ceases to be an employee  of the Company for any reason  other than
death,  Disability,  Retirement or Involuntary  Separation  without  Cause,  all
incentive stock options  granted to the Participant  shall lapse forthwith or at
such other time as determined by the Committee.  In the event employment  ceases
because a Participant Retires or is Involuntarily Separated without Cause, prior
to expiration of the Participant's  incentive stock option, without having fully
exercised such incentive stock option,  the Participant  shall have the right to
exercise the  incentive  stock  option  during its term within a period of three
months after the date  employment  so ceased,  to the extent that the  incentive
stock  option  was  exercisable  on the date  employment  ceased.  In the  event
employment  ceases because a Participant dies or suffers a Disability,  prior to
expiration of the  Participant's  incentive  stock option,  without having fully
exercised such incentive  stock option,  the  Participant,  or the estate of the
Participant,  or any  person to whom the  incentive  stock  option may have been
transferred by a will or by the laws of descent and distribution, shall have the
right to exercise the incentive  stock option during its term within a period of
one (1) year  after  the date  employment  so  ceased,  to the  extent  that the
incentive stock option was exercisable on the date employment ceased.

                  8.6      Individual Limitations.

     8.6.1  Notwithstanding  anything herein to the contrary, to the extent that
the  aggregate  Fair  Market  Value  (determined  as of the time the  option  is
granted) of stock for which any  Participant is granted  incentive stock options
that are exercisable for the first time during any calendar year (under all such
plans of the Company)  shall exceed  $100,000  (such excess to be  determined by
taking incentive stock options into account in the order in which granted), such
incentive stock options to such extent shall be treated as options which are not
incentive stock options.

     8.6.2  Notwithstanding  anything herein to the contrary, no incentive stock
option shall be granted to any  individual  if at the time the  incentive  stock
option is to be granted the individual  owns stock  possessing  more than 10% of
the total combined voting power of all classes of stock of the Company or of any
parent or subsidiary  corporation unless at the time such incentive stock option
is granted  the option  price is at least 110% of the Fair  Market  Value of the
stock subject to the incentive  stock option and such incentive  stock option by
its terms is not  exercisable  after the  expiration of five years from the date
such incentive stock option is granted.

             8.7     Code  Compliance.  Each Award  Agreement  pursuant to which
incentive  stock options are granted shall contain such other terms,  conditions
and  provisions  as the  Committee may determine to be necessary or desirable in
order to qualify such option as an incentive  stock option within the meaning of
Section 422 of the Code, or the regulations thereunder.  Notwithstanding Section
15, the Board shall have the power without  further  approval to amend the terms
of the Plan or any Awards or Award Agreements thereunder for such purpose.

     9. Non-Qualified Stock Options. Non-qualified stock options, or substitutes
therefore,  are options to purchase  shares of common stock of the Company which
are not  intended to comply with  Section 422 of the Code.  Non-qualified  stock
options shall be evidenced by Award  Agreements which shall contain in substance
the following terms and conditions:
                  
     9.1 Option Price.  The purchase price per share of stock  deliverable  upon
the exercise of a non-qualified  stock option shall be not less than 100% of the
Fair  Market  Value of the stock on the day the  non-qualified  stock  option is
granted, as determined by the Committee.
                  
     9.2   Exercise  of  Option.   Each  Award   Agreement   pursuant  to  which
non-qualified  stock  options are  granted  shall state the period or periods of
time  within  which the  non-qualified  stock  option  may be  exercised  by the
Participant,  in whole or in part, which shall be such period or periods of time
as may be determined  by the  Committee at the time of grant,  provided that the
exercise  period  shall not end later than ten years after the date of the grant
of the non-qualified stock option.

                  9.3  Payment  for  Shares.   Stock  purchased  pursuant  to  a
non-qualified  stock  option  shall be paid for in full in cash or,  unless  the
Committee  determines  otherwise at or prior to the time of exercise,  in common
stock of the  Company at Fair  Market  Value or a  combination  of cash and such
common  stock,  in an amount or having a combined  value equal to the  aggregate
purchase  price for the shares  subject  to the  non-qualified  stock  option or
portion thereof being exercised.

                  9.4    Rights    Upon    Termination    of    Employment    of
Employee-Participants. In the event that an employee-Participant ceases to be an
employee of the Company for any reason other than death, Disability,  Retirement
or Involuntary Separation without Cause, all non-qualified stock options granted
to such Participant shall lapse forthwith or at such other time as determined by
the Committee.  In the event employment  ceases because an  employee-Participant
dies, Retires, suffers a Disability, or is Involuntarily Separated without Cause
prior to expiration of the  Participant's  non-qualified  stock option,  without
having fully exercised such non-qualified  stock option, the Participant (or the
estate  of the  Participant,  or any  person  to whom the  option  may have been
transferred by a will or by the laws of descent and distribution) shall have the
right to exercise the non-qualified stock option during its term within a period
of three  months  after the date  employment  so ceased,  to the extent that the
non-qualified  stock option was exercisable on the date employment  ceased.  The
Committee,  however, in its discretion, may provide that any non-qualified stock
options  outstanding  but  not  yet  exercisable  upon  the  death,  Disability,
Retirement or Involuntary Separation without Cause of the Participant may become
exercisable  in accordance  with a schedule to be  determined by the  Committee.
Such privileges  shall expire unless exercised within such period of time as may
be established by the Committee.

                  9.5  Accelerated   Vesting  and  Forfeiture  for  Non-Employee
Directors.  Any other  provision  of this Plan  notwithstanding,  all  shares of
common  stock of the Company  available  under any  non-qualified  stock  option
granted to a  director-Participant  that is not an employee of the Company shall
automatically  vest  on  account  of  (i)  death,  (ii)  Disability,   or  (iii)
Retirement.  In the event a  director-Participant  who is not an employee of the
Company  ceases to be a member of the  Board  for any  other  reason,  shares of
common stock of the Company subject to a  non-qualified  stock option which have
not vested on the date of  termination  shall  thereafter  cease to be available
under the non-qualified stock option and shall be forfeited by the director.

                  9.6 Cashless  Exercise.  To the extent permitted under Section
16 of the Exchange Act and the rules and regulations  promulgated  thereunder by
the SEC, and with the consent of the Committee,  the Company agrees to cooperate
in a "cashless  exercise" of a non-qualified stock option. The cashless exercise
shall be effected  by the  Participant  delivering  to a  registered  securities
broker  acceptable to the Company  instructions  to sell a sufficient  number of
shares of stock to cover the costs and expenses associated therewith.

       10.        General Restrictions.

                  10.1  Conditions  on  Company's  Obligations.   The  Company's
obligations  with  respect to each Award  under the Plan shall be subject to the
requirement  that, if at any time the  Committee  shall  determine  that (i) the
listing,  registration or qualification of the shares of common stock subject or
related thereto upon any securities  exchange or under any state or federal law,
(ii) the consent or  approval of any  government  regulatory  body,  or (iii) an
agreement by the recipient of an Award with respect to the disposition of shares
of common  stock,  is necessary or desirable as a condition of or in  connection
with the granting of such Award,  such Award may not be  consummated in whole or
in part unless such listing, registration,  qualification,  consent, approval or
agreement  shall have been  effected  or  obtained  free of any  conditions  not
acceptable to the Committee.

                  10.2   Per   Participant    Limitation   on   Stock   Options.
Notwithstanding  anything in this Plan to the  contrary,  no  Participant  shall
receive  incentive  stock options and  non-qualified  stock options that, in the
aggregate,  grant the  Participant  the option to  purchase  in excess of 10,000
shares of common stock of the Company in any given year the Plan is in effect.

       11. Rights To Terminate  Employment and Board Membership.  Nothing in the
Plan or in any Award Agreement or other  agreement  entered into pursuant to the
Plan shall  confer  upon any  employee-Participant  the right to continue in the
employment  of the  Company or affect any right  which the  Company  may have to
terminate the employment of such  Participant,  nor confer upon any director the
right to continue as a member of the Board.  So long as an  employee-Participant
shall  continue  to be an  employee of the  Company,  any Award  granted to such
Participant shall not be affected by any change of the  Participant's  duties or
position.

       12. Withholding. Whenever the Company proposes or is required to issue or
transfer shares of common stock under the Plan, the Company shall have the right
to require  the  Participant  to remit to the  Company an amount  sufficient  to
satisfy any federal,  state and/or local tax withholding  requirements  prior to
the delivery of any  certificate  for such shares or, in the  discretion  of the
Committee,  the  Company may  withhold  from the shares to be  delivered  shares
sufficient to satisfy all or a portion of such tax withholding requirements.

       13. Non-Uniform  Determination.  The Committee's determinations under the
Plan  (including  without  limitation  determinations  of the persons to receive
Awards,  the form, amount and timing of such Awards,  the terms,  provisions and
conditions of such Awards, the agreements evidencing same, and the establishment
of values and  performance  targets)  need not be uniform  and may be made by it
selectively among Participants who receive,  or are eligible to receive,  Awards
under the Plan, whether or not such persons are similarly situated.

       14.  Adjustments.  In the event of any change in the  outstanding  common
stock  of  the  Company  by  reason  of  a  stock   dividend  or   distribution,
recapitalization,  merger,  consolidation,  split-up,  combination,  exchange of
shares  or the  like,  in which  the  number  of  shares  held by the  Company's
shareholders  prior to such event is affected by such event,  then the Committee
shall  adjust the number of shares of common stock which may be issued under the
Plan and shall provide for an equitable  adjustment of any outstanding  Award or
the number or kind of shares issuable pursuant to an outstanding Award under the
Plan.

       15. Amendment.  The Board may amend, alter, suspend or terminate the Plan
or the  Committee's  authority to grant  Awards under the Plan,  except that any
such amendment,  alteration,  suspension or termination  shall be subject to the
ratification  or  approval of the  Company's  shareholders  if such  shareholder
ratification  or approval is required by any federal or state law or regulation,
including without limitation Section 162(m) of the Code and SEC Rule 16b-3 under
the  Exchange  Act, or the rules of any stock  exchange or  automated  quotation
system on which the common stock of the Company may then be listed or quoted, or
if the Board  otherwise  in its  discretion  determines  for any other reason to
submit such changes to the Plan to  shareholders  for approval or  ratification.
The  amendment,  alteration,  suspension or  termination  of the Plan shall not,
without the consent of a Participant,  affect the Participant's  rights under an
Award previously granted.

       16.        Change of Control.

     16.1  Notwithstanding any other provision of the Plan, if there is a Change
of Control,  as defined below,  of the Company,  all  outstanding  stock options
shall become exercisable  immediately prior to the consummation of the Change of
Control.
     16.2 A "Change of Control" of the Company  shall be deemed to have occurred
upon the happening of any of the following events:
                                  
     (i)  The  Board  of  Directors  determines,  as a  result  of one  or  more
transactions or events, that  Williamson-Dickie  Manufacturing Company no longer
controls the Company; or
     (ii)  upon  the  approval  by  the  Company's  shareholders  of a  sale  or
disposition  of all or  substantially  all of the Company's  assets or a plan of
liquidation or dissolution of the Company.
       
     17.  Effect on Other Plans.  Participation  in the Plan shall not affect an
employee's  or director's  eligibility  to  participate  in any other benefit or
incentive  plan of the Company,  and any Awards made  pursuant to the Plan shall
not be used in  determining  the benefits  provided  under any other plan of the
Company unless specifically provided.

       18. Compliance With Exemptive Rules Under Section 16 of the Exchange Act.
It is the intent of the Company that  transactions  involving equity  securities
under the Plan by persons  subject to Section 16 of the  Exchange  Act be exempt
under Rule 16b-3 under the Exchange  Act.  Accordingly,  if any provision of the
Plan or any Award Agreement does not comply with the  requirements of Rule 16b-3
as then  applicable to such a transaction,  such provision shall be construed or
deemed  amended to the extent  necessary  to conform to such  requirements  with
respect to such transaction.

     19.  Governing  Law.  To the  extent  that  federal  laws do not  otherwise
control, the Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 47936}]
{"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": "333-31303", "film-number": "97640844"}, "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 July 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
                          1997 Long-Term Incentive Plan
                            (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          150,000        $ 10.56      $ 1,584,000.00    $ 480.00
per share)
================================================================================
(1) Pursuant to Rules 457(c) and 457(h), the registration fee was computed using
$10.56  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
July 11, 1997.

Exhibit Index can be found on page 8.

                                      II-1
================================================================================

                                     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.

                                      II-2
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 1997 Long-Term Incentive Plan.

* 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.

                                      II-3
(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

                                      II-4
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 July 11, 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                       July 11, 1997
Leonard Birnbaum, Director

/s/Joseph J. Harkins                      July 11, 1997
Joseph J. Harkins, Director
/s/John M. Hogg                           July 11, 1997
John M. Hogg, Director

/s/James P. Luke                          July 11, 1997
James P. Luke, Executive Vice
President, Chief Financial Officer,
Secretary and Director
(Principal Financial Officer)

/s/John W. McMackin                       July 11, 1997
John W. McMackin, Chairman of the
Board, Director

/s/Elwood M. Miller                       July 11, 1997
Elwood M. Miller, President and Chief
Executive Officer and Director
(Principal Executive Officer)

/s/Richard C. Patton                      July 11, 1997
Richard C. Patton, Director

/s/Manuel Villarreal G.                   July 11, 1997
Manuel Villarreal G.,
President and Chief Executive Officer of
NEPSA, Director

/s/Robert E. Weber                        July 11, 1997
Robert E. Weber, Director

/s/J. Donovan Williamson                  July 11, 1997
J. Donovan Williamson, Director

/s/Philip C. Williamson                   July 11, 1997
Philip C. Williamson, Director

/s/Wayne A. Durboraw                      July 11, 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.                              10
**15.1   Letter re: unaudited financial information.                     12
**23.1   Consent of Deloitte & Touche LLP.                               14
**23.2   Consent of Kaufman & Canoles (included in opinion
         filed as Exhibit 5.1)                                           10
**24.1   Power of Attorney (included on the signature pages hereto).      8
**99.1   Blessings Corporation 1997 Long-Term Incentive Plan.            16

----
* 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

                               KAUFMAN & CANOLES
                           A PROFESSIONAL CORPORATION
                        ATTORNEYS AND COUNSELORS AT LAW
                              ONE COMMERCIAL PLACE
                              POST OFFICE BOX 3037
                            NORFOLK, VIRGINIA 23514
                                 (757) 524-3000
                               FAX (757) 624-3169

700 PAVILION CENTER                                       11817 CANON BOULEVARD
POST OFFICE BOX 626                                                   SUITE 408
VIRGINIA BEACH, VIRGINIA  23451                   NEWPORT NEWS, VIRGINIA  23606
                                                          E-MAIL:  @KAUFCAN.COM

                                 July 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 150,000 shares  ("Shares") of
Common Stock of Blessings Corporation ("Company"),  which may be issued pursuant
to the terms of the Company's 1997 Long-Term Incentive Plan ("Plan"),  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 Plan.

     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

0421361.01
EXHIBIT 15.1

July 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   financial
information  of Blessings  Corporation  and  subsidiaries  for the periods ended
March 31,  1997 and 1996,  as  indicated  in our report  dated  April 18,  1997;
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  Report on Form 10-Q for the quarter  ended March 31,  1997,  is being
used in this Registration Statement.

We also are aware that the aformentioned reports,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  are not  considered  a part of the  Registration
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 AUDITOR'S 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
July 15, 1997
EXHIBIT 99.1
                             BLESSINGS CORPORATION
                          1997 LONG-TERM INCENTIVE PLAN

     1.  Objectives.  The Company has  established  the Plan as an  incentive to
attract and retain  dedicated and loyal  employees and directors of  outstanding
ability,  to  stimulate  the efforts of such  persons in meeting  the  Company's
objectives and to encourage ownership of the Company's common stock by employees
and directors.

     2.        Definitions

     2.1  "Award"  shall  mean the  grant of any form of stock  option to a Plan
Participant pursuant to such terms, conditions,  performance  requirements,  and
limitations as the Committee may establish in order to fulfill the objectives of
the Plan.
   
     2.2 "Award  Agreement"  shall mean an  agreement  between the Company and a
Participant that sets forth the terms, conditions, performance requirements, and
limitations applicable to an Award.
         
     2.3      "Board" shall mean the board of directors of the Company.

     2.4 "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time.
 
     2.5 "Committee" shall mean the compensation  committee of the Board,  which
for purposes of making  Awards under this Plan shall be comprised  solely of two
or  more  directors  that  are  (i)  Non-Employee  Directors  and  (ii)  Outside
Directors.

     2.6 "Company" shall mean Blessings Corporation, a Delaware corporation, and
its subsidiaries, including subsidiaries of subsidiaries.
            
     2.7 "Disability" shall mean any medically  determinable  physical or mental
impairment  rendering an individual unable to engage in any substantial  gainful
activity,  which  disability  can be  expected  to  result in death or which has
lasted or can be  expected to last for a  continuous  period of not less than 12
months.

     2.8 "Early  Retirement," for employee  participants,  shall mean retirement
from active employment with the Company pursuant to early retirement  provisions
of  the  Company's  pension  plan.  For  directors  participants  that  are  not
employees, "Early Retirement" shall mean retirement from membership on the Board
with the consent of the Committee.

     2.9  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time.
                  
     2.10 "Fair Market  Value" shall mean the average of the high and low prices
of a share of  common  stock  of the  Company  on the  American  Stock  Exchange
Composite Reporting Tape for the date in question, provided that, if no sales of
a share of common stock were made on the American  Stock  Exchange on that date,
the average of the high and low prices of the common  stock as reported  for the
most  recent  preceding  day on which  sales of  common  stock  were made on the
American Stock Exchange.

     2.11  "Involuntary  Separation  without  Cause" shall mean a termination of
employment by the Company for reasons other than substantial  failure to perform
duties,   material   violation  of  Company  policies,   unethical   activities,
misconduct,  fraud, or commission of an illegal act; provided that,  Involuntary
Separation  without  Cause  does  not  include  a  resignation  or  a  voluntary
separation from employment, in either case initiated by a Participant.
2.12  "Non-Employee  Director" shall have the meaning given that term under
Rule  16b-3(b)(3) as promulgated by the SEC pursuant to the Exchange Act, or any
successor rule.
     2.13 "Outside  Director"  shall have the meaning given that term under Code
Regulationss. 1.162-27(e)(3)(i), or any successor regulation.
                  
     2.14 "Participant" shall mean an employee of the Company or a member of the
Board,  including  directors  that are not employees of the Company,  to whom an
Award has been made under the Plan; provided,  however, that in Section 8 of the
Plan the meaning of the term  Participant  shall be limited to  employees of the
Company to whom an award of an incentive stock option has been made.

     2.15 "Plan" shall mean the Blessings  Corporation 1997 Long-Term  Incentive
Plan.

     2.16  "Retirement" or "Retires" shall mean (i) cessation of active services
as an employee,  or for  directors  who are not  employees of the Company,  as a
member of the Board, at or after age 65, or (ii) Early Retirement.
                 
2.17     "SEC" shall mean the Securities and Exchange Commission.

     3.  Effective Date and Duration of the Plan. The effective date of the Plan
is March 12, 1997,  subject to approval of the Plan by the  shareholders  of the
Company at the Company's  annual meeting of  shareholders  to be held on May 20,
1997,  or any  adjournment  thereof.  The Plan shall  remain in effect until all
Awards  under the Plan have been  satisfied  by the  issuance of shares,  but no
Award shall be granted more than ten years after the effective date of the Plan.
        
     4. Capital Stock Available for Awards. Subject to adjustment as provided in
Section 14, the number of shares of common stock of the Company for which Awards
may be  granted  under the Plan shall not exceed  150,000.  As soon as  possible
after adoption of the Plan by the Company's shareholders, the Company shall take
whatever  actions are necessary to file required  documents with the SEC and any
other appropriate governmental authorities and stock exchanges to make shares of
stock  available for issuance  pursuant to Awards.  Stock related to Awards that
are forfeited,  terminated,  expire unexercised, or are settled in such a manner
that all or some of the  shares  covered  by an Award  under  this  Plan are not
issued to a Participant shall become immediately available for Awards under this
Plan.
     5.        Administration.

                  5.1 The Plan  shall be  administered  and  interpreted  by the
Committee.  The Committee shall have full and final authority in its discretion:
(i) to make and adopt rules and regulations for the  administration of the Plan;
(ii) to  conclusively  interpret  the  provisions  of the Plan and to decide all
questions  of  fact  arising  in  its   application;   (iii)  to  determine  the
Participants  to whom Awards shall be made under the Plan; (iv) to determine the
type of Award to be made and the  amount,  size  and  terms of each  such  Award
(including,  but not limited to, any exercise  price,  grant price,  or purchase
price,  any restriction or condition,  any schedule for lapse of restrictions or
conditions  relating  to  transferability  or  forfeiture,   exercisability,  or
settlement of an Award, and waivers or accelerations thereof, based in each case
on such conditions as the Committee shall determine);  (v) to determine the time
when Awards will be granted;  (vi) to prescribe  from time to time the form, and
the terms,  provisions  and conditions  not  inconsistent  with the Plan, of any
Award  Agreement;  and  (vii)  to make all  other  determinations  necessary  or
advisable  for the  administration  of the Plan.  The  Committee  may  designate
persons  other  than its  members to carry out its  responsibilities  under such
conditions or  limitations as it may set other than its authority with regard to
benefits  granted to employees  who are officers or directors of the Company for
purposes of Section 16 of the Exchange Act.

                  5.2 No member of the Committee  shall be liable for any action
or  determination  taken or made in good faith  with  respect to the Plan or any
Award made  hereunder,  and to the extent  permitted  by law, all members of the
Committee  shall be  indemnified  by the Company for any  liability and expenses
which may be incurred through any claim or cause of action.

        6. Eligibility.  Participants shall be limited to (i) those officers and
other  key  employees  of the  Company  who  are in  positions  in  which  their
decisions,  actions and efforts  significantly  contribute to the success of the
Company,  and (ii)  directors of the Company,  including  directors that are not
employees of the Company;  provided,  however,  that only  employee-Participants
shall be eligible  to receive  grants of  incentive  stock  options  pursuant to
Section 8 of the Plan.

        7. Awards Under the Plan.  The  Committee  shall  determine  the type or
types of Awards to be made to each Participant and shall set forth in each Award
Agreement  the terms,  conditions,  and  limitations  applicable  to each Award.
Awards may be granted  singly,  in combination or in tandem.  Awards may also be
made in combination or in tandem with, in replacement of, or as alternatives to,
grants or  rights  under any other  option  or  incentive  plan of the  Company,
including the plan of any acquired entity.  Where both an incentive stock option
and a non-qualified  stock option are awarded at one time, such options shall be
deemed to have been awarded in separate grants, shall be clearly identified, and
in no event will the  exercise of one such  option  affect the right to exercise
the other such option.

        8. Incentive  Stock  Options.  Incentive  stock options,  or substitutes
therefor,  are options to purchase  shares of common stock of the Company which,
in addition to being subject to applicable  terms,  conditions  and  limitations
established  by the  Committee,  comply  with  Section  422 of  the  Code.  Only
employee-Participants  shall be eligible to receive  grants of  incentive  stock
options.  Incentive stock options shall be evidenced by Award  Agreements  which
shall contain in substance the following terms and conditions:

     8.1 Option Price.  The purchase price per share of stock  deliverable  upon
the  exercise of an  incentive  stock  option shall not be less than 100% of the
Fair Market Value of the stock on the day the incentive stock option is granted.
                 
     8.2 Exercise of Option.  Each Award  Agreement  pursuant to which incentive
stock options are granted shall state the period or periods of time within which
the incentive stock option may be exercised by the  Participant,  in whole or in
part,  which shall be such period or periods of time as may be determined by the
Committee,  provided that the exercise period shall not end later than ten years
after the date of the grant of the incentive stock option.
                  
     8.3 Nontransferability. Each Award Agreement shall state that the incentive
stock option is not  transferable  other than by will or the laws of descent and
distribution,  and during the lifetime of the Participant is exercisable only by
the Participant.
                  8.4  Payment  for  Shares.  Stock  purchased  pursuant  to  an
incentive  stock  option  shall  be paid  for in full in  cash  or,  unless  the
Committee determines otherwise at or prior to the time of exercise, common stock
of the Company at Fair Market Value or a  combination  thereof,  in an amount or
having a combined  value equal to the  aggregate  purchase  price for the shares
subject to the incentive stock option or portion thereof being exercised.

                  8.5 Rights Upon Termination of Employment. In the event that a
Participant  ceases to be an employee  of the Company for any reason  other than
death,  Disability,  Retirement or Involuntary  Separation  without  Cause,  all
incentive stock options  granted to the Participant  shall lapse forthwith or at
such other time as determined by the Committee.  In the event employment  ceases
because a Participant Retires or is Involuntarily Separated without Cause, prior
to expiration of the Participant's  incentive stock option, without having fully
exercised such incentive stock option,  the Participant  shall have the right to
exercise the  incentive  stock  option  during its term within a period of three
months after the date  employment  so ceased,  to the extent that the  incentive
stock  option  was  exercisable  on the date  employment  ceased.  In the  event
employment  ceases because a Participant dies or suffers a Disability,  prior to
expiration of the  Participant's  incentive  stock option,  without having fully
exercised such incentive  stock option,  the  Participant,  or the estate of the
Participant,  or any  person to whom the  incentive  stock  option may have been
transferred by a will or by the laws of descent and distribution, shall have the
right to exercise the incentive  stock option during its term within a period of
one (1) year  after  the date  employment  so  ceased,  to the  extent  that the
incentive stock option was exercisable on the date employment ceased.

                  8.6      Individual Limitations.

     8.6.1  Notwithstanding  anything herein to the contrary, to the extent that
the  aggregate  Fair  Market  Value  (determined  as of the time the  option  is
granted) of stock for which any  Participant is granted  incentive stock options
that are exercisable for the first time during any calendar year (under all such
plans of the Company)  shall exceed  $100,000  (such excess to be  determined by
taking incentive stock options into account in the order in which granted), such
incentive stock options to such extent shall be treated as options which are not
incentive stock options.

     8.6.2  Notwithstanding  anything herein to the contrary, no incentive stock
option shall be granted to any  individual  if at the time the  incentive  stock
option is to be granted the individual  owns stock  possessing  more than 10% of
the total combined voting power of all classes of stock of the Company or of any
parent or subsidiary  corporation unless at the time such incentive stock option
is granted  the option  price is at least 110% of the Fair  Market  Value of the
stock subject to the incentive  stock option and such incentive  stock option by
its terms is not  exercisable  after the  expiration of five years from the date
such incentive stock option is granted.

             8.7     Code  Compliance.  Each Award  Agreement  pursuant to which
incentive  stock options are granted shall contain such other terms,  conditions
and  provisions  as the  Committee may determine to be necessary or desirable in
order to qualify such option as an incentive  stock option within the meaning of
Section 422 of the Code, or the regulations thereunder.  Notwithstanding Section
15, the Board shall have the power without  further  approval to amend the terms
of the Plan or any Awards or Award Agreements thereunder for such purpose.

     9. Non-Qualified Stock Options. Non-qualified stock options, or substitutes
therefore,  are options to purchase  shares of common stock of the Company which
are not  intended to comply with  Section 422 of the Code.  Non-qualified  stock
options shall be evidenced by Award  Agreements which shall contain in substance
the following terms and conditions:
                  
     9.1 Option Price.  The purchase price per share of stock  deliverable  upon
the exercise of a non-qualified  stock option shall be not less than 100% of the
Fair  Market  Value of the stock on the day the  non-qualified  stock  option is
granted, as determined by the Committee.
                  
     9.2   Exercise  of  Option.   Each  Award   Agreement   pursuant  to  which
non-qualified  stock  options are  granted  shall state the period or periods of
time  within  which the  non-qualified  stock  option  may be  exercised  by the
Participant,  in whole or in part, which shall be such period or periods of time
as may be determined  by the  Committee at the time of grant,  provided that the
exercise  period  shall not end later than ten years after the date of the grant
of the non-qualified stock option.

                  9.3  Payment  for  Shares.   Stock  purchased  pursuant  to  a
non-qualified  stock  option  shall be paid for in full in cash or,  unless  the
Committee  determines  otherwise at or prior to the time of exercise,  in common
stock of the  Company at Fair  Market  Value or a  combination  of cash and such
common  stock,  in an amount or having a combined  value equal to the  aggregate
purchase  price for the shares  subject  to the  non-qualified  stock  option or
portion thereof being exercised.

                  9.4    Rights    Upon    Termination    of    Employment    of
Employee-Participants. In the event that an employee-Participant ceases to be an
employee of the Company for any reason other than death, Disability,  Retirement
or Involuntary Separation without Cause, all non-qualified stock options granted
to such Participant shall lapse forthwith or at such other time as determined by
the Committee.  In the event employment  ceases because an  employee-Participant
dies, Retires, suffers a Disability, or is Involuntarily Separated without Cause
prior to expiration of the  Participant's  non-qualified  stock option,  without
having fully exercised such non-qualified  stock option, the Participant (or the
estate  of the  Participant,  or any  person  to whom the  option  may have been
transferred by a will or by the laws of descent and distribution) shall have the
right to exercise the non-qualified stock option during its term within a period
of three  months  after the date  employment  so ceased,  to the extent that the
non-qualified  stock option was exercisable on the date employment  ceased.  The
Committee,  however, in its discretion, may provide that any non-qualified stock
options  outstanding  but  not  yet  exercisable  upon  the  death,  Disability,
Retirement or Involuntary Separation without Cause of the Participant may become
exercisable  in accordance  with a schedule to be  determined by the  Committee.
Such privileges  shall expire unless exercised within such period of time as may
be established by the Committee.

                  9.5  Accelerated   Vesting  and  Forfeiture  for  Non-Employee
Directors.  Any other  provision  of this Plan  notwithstanding,  all  shares of
common  stock of the Company  available  under any  non-qualified  stock  option
granted to a  director-Participant  that is not an employee of the Company shall
automatically  vest  on  account  of  (i)  death,  (ii)  Disability,   or  (iii)
Retirement.  In the event a  director-Participant  who is not an employee of the
Company  ceases to be a member of the  Board  for any  other  reason,  shares of
common stock of the Company subject to a  non-qualified  stock option which have
not vested on the date of  termination  shall  thereafter  cease to be available
under the non-qualified stock option and shall be forfeited by the director.

                  9.6 Cashless  Exercise.  To the extent permitted under Section
16 of the Exchange Act and the rules and regulations  promulgated  thereunder by
the SEC, and with the consent of the Committee,  the Company agrees to cooperate
in a "cashless  exercise" of a non-qualified stock option. The cashless exercise
shall be effected  by the  Participant  delivering  to a  registered  securities
broker  acceptable to the Company  instructions  to sell a sufficient  number of
shares of stock to cover the costs and expenses associated therewith.

       10.        General Restrictions.

                  10.1  Conditions  on  Company's  Obligations.   The  Company's
obligations  with  respect to each Award  under the Plan shall be subject to the
requirement  that, if at any time the  Committee  shall  determine  that (i) the
listing,  registration or qualification of the shares of common stock subject or
related thereto upon any securities  exchange or under any state or federal law,
(ii) the consent or  approval of any  government  regulatory  body,  or (iii) an
agreement by the recipient of an Award with respect to the disposition of shares
of common  stock,  is necessary or desirable as a condition of or in  connection
with the granting of such Award,  such Award may not be  consummated in whole or
in part unless such listing, registration,  qualification,  consent, approval or
agreement  shall have been  effected  or  obtained  free of any  conditions  not
acceptable to the Committee.

                  10.2   Per   Participant    Limitation   on   Stock   Options.
Notwithstanding  anything in this Plan to the  contrary,  no  Participant  shall
receive  incentive  stock options and  non-qualified  stock options that, in the
aggregate,  grant the  Participant  the option to  purchase  in excess of 10,000
shares of common stock of the Company in any given year the Plan is in effect.

       11. Rights To Terminate  Employment and Board Membership.  Nothing in the
Plan or in any Award Agreement or other  agreement  entered into pursuant to the
Plan shall  confer  upon any  employee-Participant  the right to continue in the
employment  of the  Company or affect any right  which the  Company  may have to
terminate the employment of such  Participant,  nor confer upon any director the
right to continue as a member of the Board.  So long as an  employee-Participant
shall  continue  to be an  employee of the  Company,  any Award  granted to such
Participant shall not be affected by any change of the  Participant's  duties or
position.

       12. Withholding. Whenever the Company proposes or is required to issue or
transfer shares of common stock under the Plan, the Company shall have the right
to require  the  Participant  to remit to the  Company an amount  sufficient  to
satisfy any federal,  state and/or local tax withholding  requirements  prior to
the delivery of any  certificate  for such shares or, in the  discretion  of the
Committee,  the  Company may  withhold  from the shares to be  delivered  shares
sufficient to satisfy all or a portion of such tax withholding requirements.

       13. Non-Uniform  Determination.  The Committee's determinations under the
Plan  (including  without  limitation  determinations  of the persons to receive
Awards,  the form, amount and timing of such Awards,  the terms,  provisions and
conditions of such Awards, the agreements evidencing same, and the establishment
of values and  performance  targets)  need not be uniform  and may be made by it
selectively among Participants who receive,  or are eligible to receive,  Awards
under the Plan, whether or not such persons are similarly situated.

       14.  Adjustments.  In the event of any change in the  outstanding  common
stock  of  the  Company  by  reason  of  a  stock   dividend  or   distribution,
recapitalization,  merger,  consolidation,  split-up,  combination,  exchange of
shares  or the  like,  in which  the  number  of  shares  held by the  Company's
shareholders  prior to such event is affected by such event,  then the Committee
shall  adjust the number of shares of common stock which may be issued under the
Plan and shall provide for an equitable  adjustment of any outstanding  Award or
the number or kind of shares issuable pursuant to an outstanding Award under the
Plan.

       15. Amendment.  The Board may amend, alter, suspend or terminate the Plan
or the  Committee's  authority to grant  Awards under the Plan,  except that any
such amendment,  alteration,  suspension or termination  shall be subject to the
ratification  or  approval of the  Company's  shareholders  if such  shareholder
ratification  or approval is required by any federal or state law or regulation,
including without limitation Section 162(m) of the Code and SEC Rule 16b-3 under
the  Exchange  Act, or the rules of any stock  exchange or  automated  quotation
system on which the common stock of the Company may then be listed or quoted, or
if the Board  otherwise  in its  discretion  determines  for any other reason to
submit such changes to the Plan to  shareholders  for approval or  ratification.
The  amendment,  alteration,  suspension or  termination  of the Plan shall not,
without the consent of a Participant,  affect the Participant's  rights under an
Award previously granted.

       16.        Change of Control.

     16.1  Notwithstanding any other provision of the Plan, if there is a Change
of Control,  as defined below,  of the Company,  all  outstanding  stock options
shall become exercisable  immediately prior to the consummation of the Change of
Control.
     16.2 A "Change of Control" of the Company  shall be deemed to have occurred
upon the happening of any of the following events:
                                  
     (i)  The  Board  of  Directors  determines,  as a  result  of one  or  more
transactions or events, that  Williamson-Dickie  Manufacturing Company no longer
controls the Company; or
     (ii)  upon  the  approval  by  the  Company's  shareholders  of a  sale  or
disposition  of all or  substantially  all of the Company's  assets or a plan of
liquidation or dissolution of the Company.
       
     17.  Effect on Other Plans.  Participation  in the Plan shall not affect an
employee's  or director's  eligibility  to  participate  in any other benefit or
incentive  plan of the Company,  and any Awards made  pursuant to the Plan shall
not be used in  determining  the benefits  provided  under any other plan of the
Company unless specifically provided.

       18. Compliance With Exemptive Rules Under Section 16 of the Exchange Act.
It is the intent of the Company that  transactions  involving equity  securities
under the Plan by persons  subject to Section 16 of the  Exchange  Act be exempt
under Rule 16b-3 under the Exchange  Act.  Accordingly,  if any provision of the
Plan or any Award Agreement does not comply with the  requirements of Rule 16b-3
as then  applicable to such a transaction,  such provision shall be construed or
deemed  amended to the extent  necessary  to conform to such  requirements  with
respect to such transaction.

     19.  Governing  Law.  To the  extent  that  federal  laws do not  otherwise
control, the Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.