AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 1997
                                                            REGISTRATION NO. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          PACKAGING PLUS SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                         -----------------------------

     NEVADA                                         11-2-81803
(STATE OR OTHER JURIS-                           (I.R.S. EMPLOYER
 DICTION OF INCORPORA-                             IDENTIFICATION
 TION OR ORGANIZATION)                               NUMBER)

20 SOUTH TERMINAL DRIVE
PLAINVIEW, NEW YORK                                    11803
(ADDRESS OF PRINCIPAL                                (ZIP CODE)
 EXECUTIVE OFFICES)


                         -----------------------------
                              CONSULTING AGREEMENT
                            (FULL TITLE OF THE PLAN)
                         -----------------------------

                                RICHARD ALTOMARE
                             CHIEF EXECUTIVE OFFICER
                          PACKAGING PLUS SERVICES, INC.
                             20 SOUTH TERMINAL DRIVE
                            PLAINVIEW, NEW YORK 11803
                                 (516) 349-1300
                          (NAME, ADDRESS AND TELEPHONE
                          NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                         -----------------------------
                                    COPY TO:

                           CLIFFORD A. BRANDEIS, ESQ.
                          ZUKERMAN GORE & BRANDEIS, LLP
                                900 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 223-6700



<PAGE>



<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

                                         PROPOSED   PROPOSED
                                         MAXIMUM    MAXIMUM
                         AMOUNT          OFFERING   AGGREGATE    AMOUNT OF
TITLE OF SECURITIES      TO BE           PRICE PER  OFFERING     REGISTRATION
TO BE REGISTERED         REGISTERED      SHARE(1)   PRICE(1)     FEE
----------------         ----------      --------   --------     ---------
<S>                   <C>              <C>       <C>           <C> 

CLASS A COMMON STOCK,    1,130,000       $.96875  $1,094,687.50  $331.72
PAR VALUE
$.005 PER SHARE


----------
<FN>

(1)  CALCULATED IN ACCORDANCE WITH RULE 457(C).

</FN>
</TABLE>





                                        i

<PAGE>





PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

(a)      GENERAL PLAN INFORMATION

         (1) The name of the plan (the "Plan") is the Consulting  Agreement (the
         "Agreement")  made as of the 1st day of February,  1997,  as amended on
         March 14,  1997,  April 24,  1997 and  August 27,  1997 by and  between
         Packaging Plus Services, Inc. (the "Company" or "Registrant"), a Nevada
         corporation  with offices at 20 South Terminal  Drive,  Plainview,  New
         York 11803 and Mr. Rajiv Vohra ("Vohra"), an individual.

         1,740,000 shares of the Company's Class A Common Stock, par value $.005
         per share (the "Common Stock"), are being issued pursuant to the Plan.

         (2) The  general  nature and purpose of the  Agreement  is for Vohra to
         provide  public  relations  consulting  services to the Registrant on a
         non-exclusive  basis from time to time in a variety of capacities.  The
         Agreement is effective for 36 months,  and can be terminated at will by
         either party upon thirty (30) days prior written notice.

         (3)  The  Plan  is not  subject  to  any  provisions  of  the  Employee
         Retirement Income Securities of Act of 1974.

         (4) Additional information about the Plans may be obtained from:

                  Richard A. Altomare
                  Packaging Plus Services, Inc.
                  20 South Terminal Drive
                  Plainview, New York 11803
                  Telephone No.: (516) 349-1300

(b)      SECURITIES TO BE OFFERED

         (1) 1,740,000 shares of the Company's Common Stock.

(c)      EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

         Vohra (the "Consultant") is the sole individual eligible to participate
in the Plan.

(d)      PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
         SECURITIES OFFERED

         In exchange for providing his services pursuant to the Agreement, Vohra
shall receive 60,000 shares of Common Stock per month with respect to the eighth
through  thirty-sixth  months  of the  term of the  Agreement,  for a  total  of
1,740,000 shares of Common Stock.





<PAGE>



         There will be no reports  issued to the  Consultant in connection  with
the status of its accounts.

(e)      RESALE RESTRICTIONS

         There are no restrictions on resale of the securities  being registered
pursuant to the Plan.


(f)      TAX EFFECTS OF PLAN PARTICIPANTS

         The value of the shares  shall be deemed to be  ordinary  income to the
Consultant and a business expense for the Registrant.

(g)      INVESTMENT OF FUNDS

         Not applicable.

(h)      WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST

         Not applicable.

(i)      FORFEITURES AND PENALTIES

         In the event the Consultant  fails to fulfill its obligations  pursuant
to the Plan,  the Company  shall have the right to seek recovery for any damages
incurred.

(j)      CHARGES AND DEDUCTIONS AND LIENS THEREFOR

         Not applicable.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
         INFORMATION.

         The Registrant  shall provide to Consultant  without  charge,  upon its
written or oral request,  the documents  incorporated  by reference in Item 3 of
Part II of this  Registration  Statement.  Such  documents are  incorporated  by
reference in the Section 10(a)  prospectus.  The  Registrant  shall also provide
Consultant,  without  charge,  upon its written or oral request,  with all other
documents required to be delivered to employees pursuant to Rule 428(b). Any and
all such requests  shall be directed to the Registrant at its office at 20 South
Terminal Drive, Plainview, New York 11803.



                                        2

<PAGE>



PART II.    INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 and 15(d) of the  Securities  and  Exchange  Act of 1934,  as
amended,  prior to the filing of a post-effective  amendment to the registration
statement which indicates that all of the shares of Class A Common Stock offered
have been sold or which  de-registers all of such shares then remaining  unsold,
shall be deemed to be  incorporated by reference in the  registration  statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration  statement to the extent that a statement  contained  herein or any
other subsequently filed documents which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as to modified or superseded,
to constitute a part of this registration statement.

         The following documents are incorporated in this Registration Statement
by reference:

         (a) The Registrant's  Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1996, December 31, 1996 and March 31, 1997; the Registrant's
current  report on Form 8-K dated January 7, 1997; and the  Registrant's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1996.

Item 4.  DESCRIPTION OF SECURITIES.

         Not required.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant  has adopted a provision in its By-laws  requiring  the
Registrant to indemnify  each of its directors and officers,  as well as persons
serving at the  request of the  Registrant  as a director,  officer,  partner or
trustee of another entity,  who was, is, or is threatened to be made a party, as
defined  therein,  to any third  party  proceeding,  as defined  therein,  which
provides indemnification of such individuals against their expenses,  judgments,
fines,  penalties and amounts paid in  settlement in connection  with such third
party proceeding provided (1) the officer or director acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best



                                        3

<PAGE>



interests of the Registrant, and (2) with respect to any criminal proceeding, he
or she had no reasonable cause to believe his or her conduct was unlawful.

         The  Registrant's  By-Laws  further  provide  that  the  Registrant  is
required  to  indemnify  each of its  directors  and  officers  who was or is an
authorized representative of the Registrant and who was, is, or is threatened to
be made a party to any "corporate  proceeding," as defined therein, by reason of
the  fact  that  such  person  was  or is an  authorized  representative  of the
Registrant  against  expenses  (including  attorneys'  fees  and  disbursements)
actually and reasonably  incurred by such person in connection  with the defense
or  settlement  of such  proceeding  if such person acted in good faith and in a
manner  such person  reasonably  believed to be in, and not opposed to, the best
interests of the Registrant. In such a proceeding, however, such indemnification
is permitted  against  expenses only provided that if the officer or director is
adjudged to be liable to the Registrant,  no indemnification is permitted unless
the  court  determines  that he or she is  fairly  and  reasonably  entitled  to
indemnity for such expenses which the court shall deem proper.

         The Registrant's  Certificate of Incorporation  provides in Article Six
that none of its directors  shall be personally  liable to the Registrant or its
stockholders as a director of the Registrant for monetary damages resulting from
breaches of any duty owed as a director  except that such  provisions  shall not
eliminate  or limit  the  liability  of a  director  (a) for any  breach  of the
director's duty of loyalty to the Registrant or its stockholders;  (ii) for acts
of  omissions  not in good faith or which  involve a knowing  violation  of law;
(iii) under Sections 76.295 and 78.300 of the Nevada General Corporation Law; or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

         The  Registrant's  Certificate  of  Incorporation  provides  further in
Article 7 that all persons who the Registrant is empowered to indemnify pursuant
to Nevada  General  Corporation  Law  shall be  indemnified  to the full  extent
permitted thereby.

         Section  7.752 of the  Nevada  General  Corporation  Law  authorizes  a
corporation to indemnify officers, directors,  employees and agents for costs in
connection with civil and criminal threatened, pending, completed actions, suits
and proceedings coextensive with the indemnification provisions set forth in the
Registrant's  ByLaws. The section also authorizes the advancement of expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding if provided by the corporation's  articles of incorporation,  by-laws
or agreement.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         The securities were issued under the Plan in reliance upon the



                                        4

<PAGE>



exemption afforded by Section 4(2) of the Securities Act of 1933, as amended, as
such issuance did not involve a public offering of securities.

Item 8.   EXHIBITS.

         (a)      The exhibits to the registration statement are listed in
the Index to Exhibits included on Page II-1 herein.

Item 9.   UNDERTAKINGS.

         (a)  The  undersigned  Registrant  hereby  undertakes  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

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










                                        5

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the Town of Plainview,  State of New York on this 12th day of
September, 1997.

                                             PACKAGING PLUS SERVICES, INC.


                                          By:/s/ Richard Altomare
                                             Richard Altomare, President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been  signed by the  following  person in the
capacities and on the date indicated.

                                             PACKAGING PLUS SERVICES, INC.


                                          By:/s/ Richard Altomare
                                             Richard Altomare, President



                                        6

<PAGE>


                                  EXHIBIT INDEX
                                  -------------


EXHIBIT
NUMBER                     EXHIBIT
------                     -------

1                          Amendment dated August 27, 1997 to
                           Consulting Agreement by and
                           between the Company and
                           Rajiv Vohra dated February
                           1, 1997, as amended on March
                           14, 1997 and April 24, 1997

2                          Consent of Independent
                           Auditors








                                        7
[{"type": "S-8", "sequence": "1", "description": "PACKAGING PLUS SERVICES, INC.", "secsgml_size_bytes": 16132}]
{"company-data": {"conformed-name": "PACKAGING PLUS SERVICES INC", "cik": "0000857351", "assigned-sic": "6794", "irs-number": "112781803", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35553", "film-number": "97679902"}, "business-address": {"street1": "20 S TERMINAL DR", "city": "PLAINVIEW", "state": "NY", "zip": "11803", "phone": "5163491300"}, "mail-address": {"street1": "20 SOUTH TERMINAL DR", "city": "PLAINVIEW", "state": "NY", "zip": "11803"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 1997
                                                            REGISTRATION NO. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          PACKAGING PLUS SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                         -----------------------------

     NEVADA                                         11-2-81803
(STATE OR OTHER JURIS-                           (I.R.S. EMPLOYER
 DICTION OF INCORPORA-                             IDENTIFICATION
 TION OR ORGANIZATION)                               NUMBER)

20 SOUTH TERMINAL DRIVE
PLAINVIEW, NEW YORK                                    11803
(ADDRESS OF PRINCIPAL                                (ZIP CODE)
 EXECUTIVE OFFICES)

                         -----------------------------
                              CONSULTING AGREEMENT
                            (FULL TITLE OF THE PLAN)
                         -----------------------------

                                RICHARD ALTOMARE
                             CHIEF EXECUTIVE OFFICER
                          PACKAGING PLUS SERVICES, INC.
                             20 SOUTH TERMINAL DRIVE
                            PLAINVIEW, NEW YORK 11803
                                 (516) 349-1300
                          (NAME, ADDRESS AND TELEPHONE
                          NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                         -----------------------------
                                    COPY TO:

                           CLIFFORD A. BRANDEIS, ESQ.
                          ZUKERMAN GORE & BRANDEIS, LLP
                                900 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 223-6700
CALCULATION OF REGISTRATION FEE

                                         PROPOSED   PROPOSED
                                         MAXIMUM    MAXIMUM
                         AMOUNT          OFFERING   AGGREGATE    AMOUNT OF
TITLE OF SECURITIES      TO BE           PRICE PER  OFFERING     REGISTRATION
TO BE REGISTERED         REGISTERED      SHARE(1)   PRICE(1)     FEE
----------------         ----------      --------   --------     ---------
CLASS A COMMON STOCK,    1,130,000       $.96875  $1,094,687.50  $331.72
PAR VALUE
$.005 PER SHARE

----------
(1)  CALCULATED IN ACCORDANCE WITH RULE 457(C).
i
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

(a)      GENERAL PLAN INFORMATION

         (1) The name of the plan (the "Plan") is the Consulting  Agreement (the
         "Agreement")  made as of the 1st day of February,  1997,  as amended on
         March 14,  1997,  April 24,  1997 and  August 27,  1997 by and  between
         Packaging Plus Services, Inc. (the "Company" or "Registrant"), a Nevada
         corporation  with offices at 20 South Terminal  Drive,  Plainview,  New
         York 11803 and Mr. Rajiv Vohra ("Vohra"), an individual.

         1,740,000 shares of the Company's Class A Common Stock, par value $.005
         per share (the "Common Stock"), are being issued pursuant to the Plan.

         (2) The  general  nature and purpose of the  Agreement  is for Vohra to
         provide  public  relations  consulting  services to the Registrant on a
         non-exclusive  basis from time to time in a variety of capacities.  The
         Agreement is effective for 36 months,  and can be terminated at will by
         either party upon thirty (30) days prior written notice.

         (3)  The  Plan  is not  subject  to  any  provisions  of  the  Employee
         Retirement Income Securities of Act of 1974.

         (4) Additional information about the Plans may be obtained from:

                  Richard A. Altomare
                  Packaging Plus Services, Inc.
                  20 South Terminal Drive
                  Plainview, New York 11803
                  Telephone No.: (516) 349-1300

(b)      SECURITIES TO BE OFFERED

         (1) 1,740,000 shares of the Company's Common Stock.

(c)      EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

         Vohra (the "Consultant") is the sole individual eligible to participate
in the Plan.

(d)      PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
         SECURITIES OFFERED

         In exchange for providing his services pursuant to the Agreement, Vohra
shall receive 60,000 shares of Common Stock per month with respect to the eighth
through  thirty-sixth  months  of the  term of the  Agreement,  for a  total  of
1,740,000 shares of Common Stock.
There will be no reports  issued to the  Consultant in connection  with
the status of its accounts.

(e)      RESALE RESTRICTIONS

         There are no restrictions on resale of the securities  being registered
pursuant to the Plan.

(f)      TAX EFFECTS OF PLAN PARTICIPANTS

         The value of the shares  shall be deemed to be  ordinary  income to the
Consultant and a business expense for the Registrant.

(g)      INVESTMENT OF FUNDS

         Not applicable.

(h)      WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST

         Not applicable.

(i)      FORFEITURES AND PENALTIES

         In the event the Consultant  fails to fulfill its obligations  pursuant
to the Plan,  the Company  shall have the right to seek recovery for any damages
incurred.

(j)      CHARGES AND DEDUCTIONS AND LIENS THEREFOR

         Not applicable.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
         INFORMATION.

         The Registrant  shall provide to Consultant  without  charge,  upon its
written or oral request,  the documents  incorporated  by reference in Item 3 of
Part II of this  Registration  Statement.  Such  documents are  incorporated  by
reference in the Section 10(a)  prospectus.  The  Registrant  shall also provide
Consultant,  without  charge,  upon its written or oral request,  with all other
documents required to be delivered to employees pursuant to Rule 428(b). Any and
all such requests  shall be directed to the Registrant at its office at 20 South
Terminal Drive, Plainview, New York 11803.

                                        2
PART II.    INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a),  13(c),  14 and 15(d) of the  Securities  and  Exchange  Act of 1934,  as
amended,  prior to the filing of a post-effective  amendment to the registration
statement which indicates that all of the shares of Class A Common Stock offered
have been sold or which  de-registers all of such shares then remaining  unsold,
shall be deemed to be  incorporated by reference in the  registration  statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration  statement to the extent that a statement  contained  herein or any
other subsequently filed documents which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as to modified or superseded,
to constitute a part of this registration statement.

         The following documents are incorporated in this Registration Statement
by reference:

         (a) The Registrant's  Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1996, December 31, 1996 and March 31, 1997; the Registrant's
current  report on Form 8-K dated January 7, 1997; and the  Registrant's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1996.

Item 4.  DESCRIPTION OF SECURITIES.

         Not required.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant  has adopted a provision in its By-laws  requiring  the
Registrant to indemnify  each of its directors and officers,  as well as persons
serving at the  request of the  Registrant  as a director,  officer,  partner or
trustee of another entity,  who was, is, or is threatened to be made a party, as
defined  therein,  to any third  party  proceeding,  as defined  therein,  which
provides indemnification of such individuals against their expenses,  judgments,
fines,  penalties and amounts paid in  settlement in connection  with such third
party proceeding provided (1) the officer or director acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best

                                        3
interests of the Registrant, and (2) with respect to any criminal proceeding, he
or she had no reasonable cause to believe his or her conduct was unlawful.

         The  Registrant's  By-Laws  further  provide  that  the  Registrant  is
required  to  indemnify  each of its  directors  and  officers  who was or is an
authorized representative of the Registrant and who was, is, or is threatened to
be made a party to any "corporate  proceeding," as defined therein, by reason of
the  fact  that  such  person  was  or is an  authorized  representative  of the
Registrant  against  expenses  (including  attorneys'  fees  and  disbursements)
actually and reasonably  incurred by such person in connection  with the defense
or  settlement  of such  proceeding  if such person acted in good faith and in a
manner  such person  reasonably  believed to be in, and not opposed to, the best
interests of the Registrant. In such a proceeding, however, such indemnification
is permitted  against  expenses only provided that if the officer or director is
adjudged to be liable to the Registrant,  no indemnification is permitted unless
the  court  determines  that he or she is  fairly  and  reasonably  entitled  to
indemnity for such expenses which the court shall deem proper.

         The Registrant's  Certificate of Incorporation  provides in Article Six
that none of its directors  shall be personally  liable to the Registrant or its
stockholders as a director of the Registrant for monetary damages resulting from
breaches of any duty owed as a director  except that such  provisions  shall not
eliminate  or limit  the  liability  of a  director  (a) for any  breach  of the
director's duty of loyalty to the Registrant or its stockholders;  (ii) for acts
of  omissions  not in good faith or which  involve a knowing  violation  of law;
(iii) under Sections 76.295 and 78.300 of the Nevada General Corporation Law; or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

         The  Registrant's  Certificate  of  Incorporation  provides  further in
Article 7 that all persons who the Registrant is empowered to indemnify pursuant
to Nevada  General  Corporation  Law  shall be  indemnified  to the full  extent
permitted thereby.

         Section  7.752 of the  Nevada  General  Corporation  Law  authorizes  a
corporation to indemnify officers, directors,  employees and agents for costs in
connection with civil and criminal threatened, pending, completed actions, suits
and proceedings coextensive with the indemnification provisions set forth in the
Registrant's  ByLaws. The section also authorizes the advancement of expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding if provided by the corporation's  articles of incorporation,  by-laws
or agreement.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         The securities were issued under the Plan in reliance upon the

                                        4
exemption afforded by Section 4(2) of the Securities Act of 1933, as amended, as
such issuance did not involve a public offering of securities.

Item 8.   EXHIBITS.

         (a)      The exhibits to the registration statement are listed in
the Index to Exhibits included on Page II-1 herein.

Item 9.   UNDERTAKINGS.

         (a)  The  undersigned  Registrant  hereby  undertakes  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

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

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S- 8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the Town of Plainview,  State of New York on this 12th day of
September, 1997.

                                             PACKAGING PLUS SERVICES, INC.

                                          By:/s/ Richard Altomare
                                             Richard Altomare, President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been  signed by the  following  person in the
capacities and on the date indicated.

                                             PACKAGING PLUS SERVICES, INC.

                                          By:/s/ Richard Altomare
                                             Richard Altomare, President

                                        6
EXHIBIT INDEX
                                  -------------

EXHIBIT
NUMBER                     EXHIBIT
------                     -------

1                          Amendment dated August 27, 1997 to
                           Consulting Agreement by and
                           between the Company and
                           Rajiv Vohra dated February
                           1, 1997, as amended on March
                           14, 1997 and April 24, 1997

2                          Consent of Independent
                           Auditors

                                        7