AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1998
                                              REGISTRATION NO. 33-___________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------


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


                             UNIVERSAL EXPRESS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                       ----------------------------------


             NEVADA                                      11-2-81803
-------------------------------          ---------------------------------------
(STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)   
      

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

                       ----------------------------------

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



                                RICHARD ALTOMARE
                             CHIEF EXECUTIVE OFFICER
                             UNIVERSAL EXPRESS, 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>




--------------------------------------------------------------------------------


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                         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,    600,000       $.71       $426,000    $125.67
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 10th day of July, 1998, as amended on
         September 8,1998 by and between Universal Express, Inc. (the "Company"
         or "Registrant"), a Nevada corporation with offices at 20 South
         Terminal Drive, Plainview, New York 11803 and Mr. David Flynn
         ("Flynn"), an individual.

         600,000 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 Flynn 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 12 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
             Universal Express, Inc.
             20 South Terminal Drive
             Plainview, New York 11803
             Telephone No.: (516) 349-1300

(B)      SECURITIES TO BE OFFERED

         (1) 600,000 shares of the Company's Common Stock.

(C)      EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

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



                                     
<PAGE>


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

         In exchange for providing his services pursuant to the Agreement, Flynn
shall receive 37,500 shares of Common Stock per month during the term of the
Agreement and 150,000 shares of Common Stock on the effective date of this
Registration Statement for a total of 600,000 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.


                                       2

<PAGE>


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.


                                       3




<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 each of the
quarters ended September 30, 1997, December 31, 1997 and March 31, 1998 and the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1997.

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


                                       4


<PAGE>

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
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.


                                       5


<PAGE>


         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 By-Laws. 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
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


                                       6


<PAGE>

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.




                                       7


<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 16th day of
September, 1998.

                                                   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

                                       8





<PAGE>


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


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

1             Consulting Agreement by and
              between the Company and
              David Flynn dated July 10,1998,
              as amended on September 8,
              1998

2             Consent of Independent
              Auditors






                                       9
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16276}]
{"company-data": {"conformed-name": "PACKAGING PLUS SERVICES INC", "cik": "0000857351", "assigned-sic": "6794", "irs-number": "112781803", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63525", "film-number": "98710622"}, "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 16, 1998
                                              REGISTRATION NO. 33-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------

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

                             UNIVERSAL EXPRESS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                       ----------------------------------

             NEVADA                                      11-2-81803
-------------------------------          ---------------------------------------
(STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)   
      

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

                       ----------------------------------

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

                                RICHARD ALTOMARE
                             CHIEF EXECUTIVE OFFICER
                             UNIVERSAL EXPRESS, 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,    600,000       $.71       $426,000    $125.67
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 10th day of July, 1998, as amended on
         September 8,1998 by and between Universal Express, Inc. (the "Company"
         or "Registrant"), a Nevada corporation with offices at 20 South
         Terminal Drive, Plainview, New York 11803 and Mr. David Flynn
         ("Flynn"), an individual.

         600,000 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 Flynn 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 12 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
             Universal Express, Inc.
             20 South Terminal Drive
             Plainview, New York 11803
             Telephone No.: (516) 349-1300

(B)      SECURITIES TO BE OFFERED

         (1) 600,000 shares of the Company's Common Stock.

(C)      EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

         Flynn (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, Flynn
shall receive 37,500 shares of Common Stock per month during the term of the
Agreement and 150,000 shares of Common Stock on the effective date of this
Registration Statement for a total of 600,000 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.

                                       2
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.

                                       3
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 each of the
quarters ended September 30, 1997, December 31, 1997 and March 31, 1998 and the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1997.

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

                                       4
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
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.

                                       5
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 By-Laws. 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
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

                                       6
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.

                                       7
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 16th day of
September, 1998.

                                                   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

                                       8
EXHIBIT INDEX
                                  -------------

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

1             Consulting Agreement by and
              between the Company and
              David Flynn dated July 10,1998,
              as amended on September 8,
              1998

2             Consent of Independent
              Auditors

                                       9