<PAGE>
 
     As filed with the Securities and Exchange Commission on July 6, 1998

                                                 REGISTRATION NO. 333-__________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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


                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                              DRYPERS CORPORATION
            (Exact name of registrant as specified in its charter)

                 DELAWARE                                       76-0344044
(State or other jurisdiction of incorporation                 (I.R.S Employer
              or organization)                               Identification No.)
 
 
            5300 MEMORIAL DRIVE,
                 SUITE 900                                           77007
               HOUSTON, TEXAS
 (Address of Principal Executive Offices)                          (Zip Code)

                        DRYPERS CORPORATION 401(K) PLAN
                           (Full title of the plan)

                                WALTER V. KLEMP
                              DRYPERS CORPORATION
                        5300 MEMORIAL DRIVE, SUITE 900
                             HOUSTON, TEXAS 77007
                    (Name and address of agent for service)

                                (713) 869-8693
         (Telephone number, including area code, of agent for service)

                                  Copies to:

                           ROBERT F. GRAY, JR., ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS 77010-3095
                                (713) 651-5151

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

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                                                  PROPOSED
                                                          PROPOSED                 MAXIMUM
TITLE OF SECURITIES TO BE           AMOUNT TO BE      MAXIMUM OFFERING       AGGREGATE OFFERING         AMOUNT OF
       REGISTERED                    REGISTERED        PRICE PER SHARE              PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>                    <C>                      <C>
Common Stock, $.001 par value         750,000(1)          $6.375( 2)            $4,781,250(2)           $1,410.47
======================================================================================================================

(1)  Maximum number of shares of Common Stock that can be contributed by Drypers Corporation to participants in the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Acts of 1933
     and based upon the average of the high and low sales prices of a shares of Common Stock as reported by the Nasdaq National
     Market on June 30, 1998.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Drypers Corporation 401(k) Plan.
====================================================================================================================================

</TABLE>
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Drypers Corporation (the "Company" or "Registrant") and the Drypers
Corporation 401(k) Plan, as amended (the "Plan"), incorporate by reference in
this Registration Statement the following documents:

              (1) The Registrant's annual report on Form 10-K for the year ended
       December 31, 1997, and the Plan's latest annual report filed pursuant to
       Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
       (the "Exchange Act").

              (2) The Registrant's quarterly report on Form 10-Q for the quarter
       ended March 31, 1998.

              (3) All other reports filed by the Registrant and the Plan
       pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31,
       1997.

              (4) The description of the Registrant's common stock, $.001 par
       value (the "Common Stock"), which in contained in the Registrant's
       Registration Statement on Form 8-A filed with the Securities and Exchange
       Commission (the "Commission) on February 14, 1994, including any
       amendments or reports filed for the purpose of updating such description.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the Common Stock is being passed upon for the
Registrant by Fulbright & Jaworski L.L.P., Houston, Texas. Certain members of
the firm of Fulbright & Jaworski own 12,821 shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company has authority under Section 145 of the General Corporation
Law of the State of Delaware to indemnify its officers, directors, employees and
agents to the extent provided in such statute. Article Ninth of the Company's
Restated Certificate of Incorporation, referenced as Exhibit 3.1 hereto, and
Article VIII of the Company's Bylaws, referenced as Exhibit 3.2 hereto, provide
for indemnification of the Company's officers, directors, employees and agents.

          Section 102 of the General Corporation Law of the State of Delaware
permits the limitation of directors' personal liability to the corporation or
its stockholders for monetary damages for breach of fiduciary duties as a
director except for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) breaches
under Section 174 of the Delaware General Corporation Law, which relates to
unlawful payments of dividends or unlawful stock repurchases or redemptions and
(iv) any transaction from which the director derived an improper personal
benefit.
<PAGE>
 
          Article Ninth of the Company's Restated Certificate of Incorporation
limits a director's personal liability to the extent permitted by Section 102.

          Article VIII of the Company's Bylaws provides that the Company may
maintain insurance, at its expense, to protect itself and any of its directors,
officers, employees or agents or any person serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against and incurred by such person, or arising out of such person's
status as such, whether or not the Company would have the power to indemnify
such person against such liability under the Delaware General Corporation Law.
Pursuant to this provision, the Company currently maintains directors and
officers insurance.

          The Company has entered into an indemnity agreement with each of its
officers and directors contractually obligating the Company to indemnify such
person to the fullest extent permitted by the General Corporation Law of the
State of Delaware. The Company has agreed that (i) the indemnification
obligations of the Company under its Certificate of Incorporation and Bylaws
constitute binding contractual obligations to each of the Company's officers and
directors immediately prior to the Recapitalization and (ii) the amendment or
repeal of those provisions will not affect the rights of officers and directors
of the Company immediately prior to the Recapitalization relating to services
occurring prior to such amendment or repeal.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrants pursuant to the
foregoing provisions, the Registrants have been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

  *3.1    Restated Certificate of Incorporation of Drypers Corporation, as
          amended (Filed as Exhibit 3.1 to Form S-4/A filed June 8, 1998,
          Registration Statement No. 333-52597).
  *3.2    Bylaws of Drypers Corporation, as amended, dated January 21, 1994
          (Filed as Exhibit 3.2 to Form S-1 filed January 26, 1994, Registration
          Statement No. 33-74436).
  *4.1    Form of Common Stock Certificate (Filed as Exhibit 4.2 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
  *4.2    Forms of Warrants (Filed as Exhibit 4.37 to Form S-1 filed October
          8, 1993, Registration Statement No. 33-70098).
 *+4.3    Form of Nonqualified Stock Option Agreement, as amended, entitling the
          persons listed on Schedule 4.9 to purchase an aggregate of 125,000
          shares of Common Stock (Filed as Exhibit 4.9 to Amendment No. 1 to
          Form S-1 filed February 17, 1994, Registration Statement No. 
          33-74436).
 *+4.4    Form of Nonqualified Stock Option Agreement, as amended, entitling the
          persons listed on Schedule 4.10 to purchase an aggregate of 93,750
          shares of Common Stock (Filed as Exhibit 4.10 to Amendment No. 1 to
          Form S-1 filed February 17, 1994, Registration Statement No. 
          33-74436).
 *+4.5    Form of Nonqualified Stock Option Agreement dated April 9, 1993,
          entitling the persons listed on Schedule 4.11 to purchase an aggregate
          of 71,875 shares of Common Stock (Filed as Exhibit 4.11 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
 *+4.6    Form of Nonqualified Stock Option Agreement dated October 1, 1992,
          entitling the persons listed on Schedule 4.13 to purchase an aggregate
          of 45,000 shares of Common Stock (Filed as Exhibit 4.13 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
 *+4.7    Form of Nonqualified Stock Option Agreement dated December 31, 1993,
          entitling the persons listed on Schedule 4.16 to purchase an aggregate
          of 31,250 shares of Common Stock (Filed as Exhibit 4.16 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
<PAGE>
 
  *4.8    Form of Investment and Stock Registration Agreement dated November 10,
          1992, by and among the Company and the persons listed on Schedule 4.34
          attached thereto (Filed as Exhibit 4.34 to Form S-4 filed November 20,
          1992, Registration Statement No. 33-54810).
  *4.9    Rights Agreement dated January 20, 1995 by and between Drypers
          Corporation and ChaseMellon Shareholder Services, L.L.C. (Filed as
          Exhibit 4.20 to Form 10-K filed March 31, 1997, Commission File No. 
          0-23422).
  *4.10   Rights Agreement Amendment dated as of February 26, 1996, by and
          between Drypers Corporation and ChaseMellon Shareholder Services,
          L.L.C. (Filed as Exhibit 4.20 to Form 10-K filed March 31, 1997,
          Commission File No. 0-23422).
  *4.11   Indenture dated as of June 15, 1997, between Drypers Corporation and
          Bankers Trust Company, as Trustee (Filed as Exhibit 4.1 to Form 10-Q
          filed August 12, 1997, Commission File No. 0-23422).
  *4.12   First Supplemental Indenture dated as of March 6, 1998, between
          Drypers Corporation and Bankers Trust Company, as Trustee.
  *4.13   VRG Holding Corporation 1992 Incentive Stock Option Plan, as amended
          (Filed as Exhibit 10.14 to Amendment No. 1 to Form S-1 filed February
          17, 1994, Registration Statement No. 33-74436).
 *+4.14   VRG Holding Corporation 1991 Nonqualified Stock Option Plan (Filed as
          Exhibit 10.15 to Form S-4 filed November 20, 1992, Registration
          Statement No. 33-54810).
  *4.15   Memorandum of Preferred Stock Purchase Agreement dated July 31, 1994,
          by and among Drypers Corporation, Seler S.A., Ricardo Marcelo
          Albamonte and Alfred Garcia Bernal (Filed as Exhibit 10.1 to Form 10-Q
          filed August 15, 1994, Commission File No. 0-23422).
  *4.16   Drypers Corporation 1995 Key Employee Stock Option Plan (Filed as
          Exhibit 10.1 to Form 10-Q filed August 4, 1995, Commission File 
          No. 0-23422).
  *4.17   Drypers Corporation 1994 Non-Employee Director Option Plan (Filed as
          Exhibit 10.2 to Form 10-Q filed August 4, 1995, Commission File 
          No. 0-23422).
  *4.18   Form of Drypers Corporation 1995 Key Employee Stock Option Plan
          Nonqualified Stock Option Agreement (Filed as Exhibit 10.3 to 
          Form 10-Q filed August 4, 1995, Commission File No. 0-23422).
  *4.19   Form of Drypers Corporation 1995 Key Employee Stock Option Plan
          Incentive Stock Option Agreement (Filed as Exhibit 10.4 to Form 10-Q
          filed August 4, 1995, Commission File No. 0-23422).
 *+4.20   Drypers Corporation Amended and Restated 1995 Key Employee Stock
          Option Plan. (Filed as Exhibit 10.28 to Amendment No. 1 to Form S-4
          filed September 15, 1997, Registration Statement No. 333-34071).
 *+4.21   Drypers Corporation 1996 Non-Employee Director Stock Option Plan.
          (Filed as Exhibit 10.29 to Amendment No. 1 to Form S-4 filed September
          15, 1997, Registration Statement No. 333-34071).
 *+4.22   First Amendment to Drypers Corporation Amended and Restated 1995 Key
          Employee Stock Option Plan. (Filed as Exhibit 10.30 to Amendment No. 1
          to Form S-4 filed September 15, 1997, Registration Statement 
          No. 333-34071).
  *4.23   Drypers Corporation 401(k) Plan (Filed as Exhibit 10.25 to Amendment
          No. 1 to Form S-1 filed February 17, 1994, Registration Statement 
          No. 33-74436).
   4.24   First Amendment to Drypers Corporation 401(k) Plan.
   4.25   Second Amendment to Drypers Corporation 401(k) Plan.
   5.1    Opinion of Fulbright & Jaworski L.L.P.
   23.1   Consent of Arthur Andersen LLP.
   23.2   Consent of Fulbright & Jaworski, L.L.P. (contained in Exhibit 5.1).
   24.1   Powers of Attorney (See page II-6).
-------- 
* Incorporated by reference to the filing indicated.
+ Management contract or compensatory plan or arrangement.
<PAGE>
 
ITEM 9.   UNDERTAKINGS.

          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:

          (i)    To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii)   To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and

          (iii)  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;

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 6, 1998.

                                     DRYPERS CORPORATION


                                     By: /s/ Walter V. Klemp
                                        --------------------------------
                                                 Walter V. Klemp
                                              Chairman of the Board
                                         and Co-Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each director and officer of Drypers
Corporation whose signature appears below constitute and appoint Walter V. Klemp
and Jonathan P. Foster, and each of them, their true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for each of them
and in each of their names, places and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and to file the same and all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting said attorney-in-fact and agent, 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 each of them might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
         Signature                         Title                         Date
         ---------                         -----                         ---- 
<S>                             <C>                                   <C>
   /s/ Walter V. Klemp          Chairman of the Board, Co-Chief       July 6, 1998
-----------------------------    Executive Officer and Director
       Walter V. Klemp            (Principal Executive Officer)

   /s/ Terry A. Tognietti          Co-Chief Executive Officer,        July 6, 1998
-----------------------------       President - Drypers North
       Terry A. Tognietti              America and Director
 
   /s/ Raymond M. Chambers         Co-Chief Executive Officer,        July 6, 1998
-----------------------------   President - Drypers International
       Raymond M. Chambers                and Director
 
   /s/ Philip A. Tuttle                     Director                  July 6, 1998
-----------------------------
       Philip A. Tuttle

   /s/ Nolan Lehmann                        Director                  July 6, 1998
-----------------------------
       Nolan Lehmann

   /s/ Gary L. Forbes                       Director                  July 6, 1998
-----------------------------
       Gary L. Forbes

   /s/ Jonathan P. Foster         Executive Vice President and        July 6, 1998
-----------------------------   Chief Financial Officer (Principal
      Jonathan P. Foster          Financial Officer and Principal
                                       Accounting Officer)
</TABLE>
<PAGE>
 
     The Plan. Pursuant to the requirements of the Securities Act of 1933, the 
Administration Committee of the Drypers Corporation 401(k) Plan has duly caused 
this Registration Statement to be signed on its behalf by the undersigned 
members of such committee, thereunto duly authorized, in the City of Houston, 
State of Texas, on July 6, 1998.

                                   DRYPERS CORPORATION 401(K) PLAN


                                   By: /s/ Walter V. Klemp
                                      ----------------------------------
                                      Walter V. Klemp


                                   By: /s/ Terry A. Tognietti
                                      ----------------------------------
                                      Terry A. Tognietti

                                   By: /s/ Jonathan P. Foster
                                      ----------------------------------
                                      Jonathan P. Foster


<PAGE>
 
                                 EXHIBIT INDEX

 Exhibit Number                          Description
 --------------                          -----------

 *3.1              Restated Certificate of Incorporation of Drypers Corporation,
                   as amended (Filed as Exhibit 3.1 to Form S-4/A filed June 8,
                   1998, Registration Statement No. 333-52597).
 *3.2              Bylaws of Drypers Corporation, as amended, dated January 21,
                   1994 (Filed as Exhibit 3.2 to Form S-1 filed January 26,
                   1994, Registration Statement No. 33-74436).
 *4.1              Form of Common Stock Certificate (Filed as Exhibit 4.2 to
                   Form S-1 filed January 26, 1994, Registration Statement No.
                   33-74436).
 *4.2              Forms of Warrants (Filed as Exhibit 4.37 to Form S-1 filed
                   October 8, 1993, Registration Statement No. 33-70098).
*+4.3              Form of Nonqualified Stock Option Agreement, as amended,
                   entitling the persons listed on Schedule 4.9 to purchase an
                   aggregate of 125,000 shares of Common Stock (Filed as Exhibit
                   4.9 to Amendment No. 1 to Form S-1 filed February 17, 1994,
                   Registration Statement No. 33-74436).
*+4.4              Form of Nonqualified Stock Option Agreement, as amended,
                   entitling the persons listed on Schedule 4.10 to purchase an
                   aggregate of 93,750 shares of Common Stock (Filed as Exhibit
                   4.10 to Amendment No. 1 to Form S-1 filed February 17, 1994,
                   Registration Statement No. 33-74436).
*+4.5              Form of Nonqualified Stock Option Agreement dated April 9,
                   1993, entitling the persons listed on Schedule 4.11 to
                   purchase an aggregate of 71,875 shares of Common Stock (Filed
                   as Exhibit 4.11 to Form S-1 filed January 26, 1994,
                   Registration Statement No. 33-74436).
*+4.6              Form of Nonqualified Stock Option Agreement dated October 1,
                   1992, entitling the persons listed on Schedule 4.13 to
                   purchase an aggregate of 45,000 shares of Common Stock (Filed
                   as Exhibit 4.13 to Form S-1 filed January 26, 1994,
                   Registration Statement No. 33-74436).
*+4.7              Form of Nonqualified Stock Option Agreement dated December
                   31, 1993, entitling the persons listed on Schedule 4.16 to
                   purchase an aggregate of 31,250 shares of Common Stock (Filed
                   as Exhibit 4.16 to Form S-1 filed January 26, 1994,
                   Registration Statement No. 33-74436).
 *4.8              Form of Investment and Stock Registration Agreement dated
                   November 10, 1992, by and among the Company and the persons
                   listed on Schedule 4.34 attached thereto (Filed as Exhibit
                   4.34 to Form S-4 filed November 20, 1992, Registration
                   Statement No. 33-54810).
 *4.9              Rights Agreement dated January 20, 1995 by and between
                   Drypers Corporation and ChaseMellon Shareholder Services,
                   L.L.C. (Filed as Exhibit 4.20 to Form 10-K filed March 31,
                   1997, Commission File No. 0-23422).
 *4.10             Rights Agreement Amendment dated as of February 26, 1996, by
                   and between Drypers Corporation and ChaseMellon Shareholder
                   Services, L.L.C. (Filed as Exhibit 4.20 to Form 10-K filed
                   March 31, 1997, Commission File No. 0-23422).
 *4.11             Indenture dated as of June 15, 1997, between Drypers
                   Corporation and Bankers Trust Company, as Trustee (Filed as
                   Exhibit 4.1 to Form 10-Q filed August 12, 1997, Commission
                   File No. 0-23422).
 *4.12             First Supplemental Indenture dated as of March 6, 1998,
                   between Drypers Corporation and Bankers Trust Company, as
                   Trustee.
 *4.13             VRG Holding Corporation 1992 Incentive Stock Option Plan, as
                   amended (Filed as Exhibit 10.14 to Amendment No. 1 to Form 
                   S-1 filed February 17, 1994, Registration Statement No. 
                   33-74436).
*+4.14             VRG Holding Corporation 1991 Nonqualified Stock Option Plan
                   (Filed as Exhibit 10.15 to Form S-4 filed November 20, 1992,
                   Registration Statement No. 33-54810).
<PAGE>
 
 *4.15             Memorandum of Preferred Stock Purchase Agreement dated July
                   31, 1994, by and among Drypers Corporation, Seler S.A.,
                   Ricardo Marcelo Albamonte and Alfred Garcia Bernal (Filed as
                   Exhibit 10.1 to Form 10-Q filed August 15, 1994, Commission
                   File No. 0-23422).
 *4.16             Drypers Corporation 1995 Key Employee Stock Option Plan
                   (Filed as Exhibit 10.1 to Form 10-Q filed August 4, 1995,
                   Commission File No. 0-23422).
 *4.17             Drypers Corporation 1994 Non-Employee Director Option Plan
                   (Filed as Exhibit 10.2 to Form 10-Q filed August 4, 1995,
                   Commission File No. 0-23422).
 *4.18             Form of Drypers Corporation 1995 Key Employee Stock Option
                   Plan Nonqualified Stock Option Agreement (Filed as Exhibit
                   10.3 to Form 10-Q filed August 4, 1995, Commission File 
                   No. 0-23422).
 *4.19             Form of Drypers Corporation 1995 Key Employee Stock Option
                   Plan Incentive Stock Option Agreement (Filed as Exhibit 10.4
                   to Form 10-Q filed August 4, 1995, Commission File No. 
                   0-23422).
*+4.20             Drypers Corporation Amended and Restated 1995 Key Employee
                   Stock Option Plan. (Filed as Exhibit 10.28 to Amendment No. 1
                   to Form S-4 filed September 15, 1997, Registration Statement
                   No. 333-34071).
*+4.21             Drypers Corporation 1996 Non-Employee Director Stock Option
                   Plan. (Filed as Exhibit 10.29 to Amendment No. 1 to Form S-4
                   filed September 15, 1997, Registration Statement No. 
                   333-34071).
*+4.22             First Amendment to Drypers Corporation Amended and Restated
                   1995 Key Employee Stock Option Plan. (Filed as Exhibit 10.30
                   to Amendment No. 1 to Form S-4 filed September 15, 1997,
                   Registration Statement No. 333-34071).
 *4.23             Drypers Corporation 401(k) Plan (Filed as Exhibit 10.25 to
                   Amendment No. 1 to Form S-1 filed February 17, 1994,
                   Registration Statement No. 33-74436).
  4.24             First Amendment to Drypers Corporation 401(k) Plan.
  4.25             Second Amendment to Drypers Corporation 401(k) Plan.
  5.1              Opinion of Fulbright & Jaworski L.L.P.
  23.1             Consent of Arthur Andersen LLP.
  23.2             Consent of Fulbright & Jaworski, L.L.P. (contained in Exhibit
                   5.1).
  24.1             Powers of Attorney (See page II-6).
-------- 
* Incorporated by reference to the filing indicated.
+ Management contract or compensatory plan or arrangement.
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{"company-data": {"conformed-name": "DRYPERS CORP", "cik": "0000894232", "assigned-sic": "2670", "irs-number": "760344044", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58553", "film-number": "98660764"}, "business-address": {"street1": "5300 MEMORIAL STE 900", "city": "HOUSTON", "state": "TX", "zip": "77055", "phone": "7138698693"}, "mail-address": {"street1": "1415 WEST LOOP NORTH", "street2": "1415 WEST LOOP NORTH", "city": "HOUSTON", "state": "TX", "zip": "77055"}}
As filed with the Securities and Exchange Commission on July 6, 1998

                                                 REGISTRATION NO. 333-__________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                              DRYPERS CORPORATION
            (Exact name of registrant as specified in its charter)

                 DELAWARE                                       76-0344044
(State or other jurisdiction of incorporation                 (I.R.S Employer
              or organization)                               Identification No.)
 
 
            5300 MEMORIAL DRIVE,
                 SUITE 900                                           77007
               HOUSTON, TEXAS
 (Address of Principal Executive Offices)                          (Zip Code)

                        DRYPERS CORPORATION 401(K) PLAN
                           (Full title of the plan)

                                WALTER V. KLEMP
                              DRYPERS CORPORATION
                        5300 MEMORIAL DRIVE, SUITE 900
                             HOUSTON, TEXAS 77007
                    (Name and address of agent for service)

                                (713) 869-8693
         (Telephone number, including area code, of agent for service)

                                  Copies to:

                           ROBERT F. GRAY, JR., ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS 77010-3095
                                (713) 651-5151

                          ---------------------------
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                                                  PROPOSED
                                                          PROPOSED                 MAXIMUM
TITLE OF SECURITIES TO BE           AMOUNT TO BE      MAXIMUM OFFERING       AGGREGATE OFFERING         AMOUNT OF
       REGISTERED                    REGISTERED        PRICE PER SHARE              PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value         750,000(1)          $6.375( 2)            $4,781,250(2)           $1,410.47
======================================================================================================================

(1)  Maximum number of shares of Common Stock that can be contributed by Drypers Corporation to participants in the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Acts of 1933
     and based upon the average of the high and low sales prices of a shares of Common Stock as reported by the Nasdaq National
     Market on June 30, 1998.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Drypers Corporation 401(k) Plan.
====================================================================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Drypers Corporation (the "Company" or "Registrant") and the Drypers
Corporation 401(k) Plan, as amended (the "Plan"), incorporate by reference in
this Registration Statement the following documents:

              (1) The Registrant's annual report on Form 10-K for the year ended
       December 31, 1997, and the Plan's latest annual report filed pursuant to
       Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
       (the "Exchange Act").

              (2) The Registrant's quarterly report on Form 10-Q for the quarter
       ended March 31, 1998.

              (3) All other reports filed by the Registrant and the Plan
       pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31,
       1997.

              (4) The description of the Registrant's common stock, $.001 par
       value (the "Common Stock"), which in contained in the Registrant's
       Registration Statement on Form 8-A filed with the Securities and Exchange
       Commission (the "Commission) on February 14, 1994, including any
       amendments or reports filed for the purpose of updating such description.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the Common Stock is being passed upon for the
Registrant by Fulbright & Jaworski L.L.P., Houston, Texas. Certain members of
the firm of Fulbright & Jaworski own 12,821 shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company has authority under Section 145 of the General Corporation
Law of the State of Delaware to indemnify its officers, directors, employees and
agents to the extent provided in such statute. Article Ninth of the Company's
Restated Certificate of Incorporation, referenced as Exhibit 3.1 hereto, and
Article VIII of the Company's Bylaws, referenced as Exhibit 3.2 hereto, provide
for indemnification of the Company's officers, directors, employees and agents.

          Section 102 of the General Corporation Law of the State of Delaware
permits the limitation of directors' personal liability to the corporation or
its stockholders for monetary damages for breach of fiduciary duties as a
director except for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) breaches
under Section 174 of the Delaware General Corporation Law, which relates to
unlawful payments of dividends or unlawful stock repurchases or redemptions and
(iv) any transaction from which the director derived an improper personal
benefit.
Article Ninth of the Company's Restated Certificate of Incorporation
limits a director's personal liability to the extent permitted by Section 102.

          Article VIII of the Company's Bylaws provides that the Company may
maintain insurance, at its expense, to protect itself and any of its directors,
officers, employees or agents or any person serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against and incurred by such person, or arising out of such person's
status as such, whether or not the Company would have the power to indemnify
such person against such liability under the Delaware General Corporation Law.
Pursuant to this provision, the Company currently maintains directors and
officers insurance.

          The Company has entered into an indemnity agreement with each of its
officers and directors contractually obligating the Company to indemnify such
person to the fullest extent permitted by the General Corporation Law of the
State of Delaware. The Company has agreed that (i) the indemnification
obligations of the Company under its Certificate of Incorporation and Bylaws
constitute binding contractual obligations to each of the Company's officers and
directors immediately prior to the Recapitalization and (ii) the amendment or
repeal of those provisions will not affect the rights of officers and directors
of the Company immediately prior to the Recapitalization relating to services
occurring prior to such amendment or repeal.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrants pursuant to the
foregoing provisions, the Registrants have been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

  *3.1    Restated Certificate of Incorporation of Drypers Corporation, as
          amended (Filed as Exhibit 3.1 to Form S-4/A filed June 8, 1998,
          Registration Statement No. 333-52597).
  *3.2    Bylaws of Drypers Corporation, as amended, dated January 21, 1994
          (Filed as Exhibit 3.2 to Form S-1 filed January 26, 1994, Registration
          Statement No. 33-74436).
  *4.1    Form of Common Stock Certificate (Filed as Exhibit 4.2 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
  *4.2    Forms of Warrants (Filed as Exhibit 4.37 to Form S-1 filed October
          8, 1993, Registration Statement No. 33-70098).
 *+4.3    Form of Nonqualified Stock Option Agreement, as amended, entitling the
          persons listed on Schedule 4.9 to purchase an aggregate of 125,000
          shares of Common Stock (Filed as Exhibit 4.9 to Amendment No. 1 to
          Form S-1 filed February 17, 1994, Registration Statement No. 
          33-74436).
 *+4.4    Form of Nonqualified Stock Option Agreement, as amended, entitling the
          persons listed on Schedule 4.10 to purchase an aggregate of 93,750
          shares of Common Stock (Filed as Exhibit 4.10 to Amendment No. 1 to
          Form S-1 filed February 17, 1994, Registration Statement No. 
          33-74436).
 *+4.5    Form of Nonqualified Stock Option Agreement dated April 9, 1993,
          entitling the persons listed on Schedule 4.11 to purchase an aggregate
          of 71,875 shares of Common Stock (Filed as Exhibit 4.11 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
 *+4.6    Form of Nonqualified Stock Option Agreement dated October 1, 1992,
          entitling the persons listed on Schedule 4.13 to purchase an aggregate
          of 45,000 shares of Common Stock (Filed as Exhibit 4.13 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
 *+4.7    Form of Nonqualified Stock Option Agreement dated December 31, 1993,
          entitling the persons listed on Schedule 4.16 to purchase an aggregate
          of 31,250 shares of Common Stock (Filed as Exhibit 4.16 to Form S-1
          filed January 26, 1994, Registration Statement No. 33-74436).
*4.8    Form of Investment and Stock Registration Agreement dated November 10,
          1992, by and among the Company and the persons listed on Schedule 4.34
          attached thereto (Filed as Exhibit 4.34 to Form S-4 filed November 20,
          1992, Registration Statement No. 33-54810).
  *4.9    Rights Agreement dated January 20, 1995 by and between Drypers
          Corporation and ChaseMellon Shareholder Services, L.L.C. (Filed as
          Exhibit 4.20 to Form 10-K filed March 31, 1997, Commission File No. 
          0-23422).
  *4.10   Rights Agreement Amendment dated as of February 26, 1996, by and
          between Drypers Corporation and ChaseMellon Shareholder Services,
          L.L.C. (Filed as Exhibit 4.20 to Form 10-K filed March 31, 1997,
          Commission File No. 0-23422).
  *4.11   Indenture dated as of June 15, 1997, between Drypers Corporation and
          Bankers Trust Company, as Trustee (Filed as Exhibit 4.1 to Form 10-Q
          filed August 12, 1997, Commission File No. 0-23422).
  *4.12   First Supplemental Indenture dated as of March 6, 1998, between
          Drypers Corporation and Bankers Trust Company, as Trustee.
  *4.13   VRG Holding Corporation 1992 Incentive Stock Option Plan, as amended
          (Filed as Exhibit 10.14 to Amendment No. 1 to Form S-1 filed February
          17, 1994, Registration Statement No. 33-74436).
 *+4.14   VRG Holding Corporation 1991 Nonqualified Stock Option Plan (Filed as
          Exhibit 10.15 to Form S-4 filed November 20, 1992, Registration
          Statement No. 33-54810).
  *4.15   Memorandum of Preferred Stock Purchase Agreement dated July 31, 1994,
          by and among Drypers Corporation, Seler S.A., Ricardo Marcelo
          Albamonte and Alfred Garcia Bernal (Filed as Exhibit 10.1 to Form 10-Q
          filed August 15, 1994, Commission File No. 0-23422).
  *4.16   Drypers Corporation 1995 Key Employee Stock Option Plan (Filed as
          Exhibit 10.1 to Form 10-Q filed August 4, 1995, Commission File 
          No. 0-23422).
  *4.17   Drypers Corporation 1994 Non-Employee Director Option Plan (Filed as
          Exhibit 10.2 to Form 10-Q filed August 4, 1995, Commission File 
          No. 0-23422).
  *4.18   Form of Drypers Corporation 1995 Key Employee Stock Option Plan
          Nonqualified Stock Option Agreement (Filed as Exhibit 10.3 to 
          Form 10-Q filed August 4, 1995, Commission File No. 0-23422).
  *4.19   Form of Drypers Corporation 1995 Key Employee Stock Option Plan
          Incentive Stock Option Agreement (Filed as Exhibit 10.4 to Form 10-Q
          filed August 4, 1995, Commission File No. 0-23422).
 *+4.20   Drypers Corporation Amended and Restated 1995 Key Employee Stock
          Option Plan. (Filed as Exhibit 10.28 to Amendment No. 1 to Form S-4
          filed September 15, 1997, Registration Statement No. 333-34071).
 *+4.21   Drypers Corporation 1996 Non-Employee Director Stock Option Plan.
          (Filed as Exhibit 10.29 to Amendment No. 1 to Form S-4 filed September
          15, 1997, Registration Statement No. 333-34071).
 *+4.22   First Amendment to Drypers Corporation Amended and Restated 1995 Key
          Employee Stock Option Plan. (Filed as Exhibit 10.30 to Amendment No. 1
          to Form S-4 filed September 15, 1997, Registration Statement 
          No. 333-34071).
  *4.23   Drypers Corporation 401(k) Plan (Filed as Exhibit 10.25 to Amendment
          No. 1 to Form S-1 filed February 17, 1994, Registration Statement 
          No. 33-74436).
   4.24   First Amendment to Drypers Corporation 401(k) Plan.
   4.25   Second Amendment to Drypers Corporation 401(k) Plan.
   5.1    Opinion of Fulbright & Jaworski L.L.P.
   23.1   Consent of Arthur Andersen LLP.
   23.2   Consent of Fulbright & Jaworski, L.L.P. (contained in Exhibit 5.1).
   24.1   Powers of Attorney (See page II-6).
-------- 
* Incorporated by reference to the filing indicated.
+ Management contract or compensatory plan or arrangement.
ITEM 9.   UNDERTAKINGS.

          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:

          (i)    To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii)   To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and

          (iii)  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;

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 6, 1998.

                                     DRYPERS CORPORATION

                                     By: /s/ Walter V. Klemp
                                        --------------------------------
                                                 Walter V. Klemp
                                              Chairman of the Board
                                         and Co-Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each director and officer of Drypers
Corporation whose signature appears below constitute and appoint Walter V. Klemp
and Jonathan P. Foster, and each of them, their true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for each of them
and in each of their names, places and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and to file the same and all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting said attorney-in-fact and agent, 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 each of them might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                         Title                         Date
         ---------                         -----                         ----
/s/ Walter V. Klemp          Chairman of the Board, Co-Chief       July 6, 1998
-----------------------------    Executive Officer and Director
       Walter V. Klemp            (Principal Executive Officer)

   /s/ Terry A. Tognietti          Co-Chief Executive Officer,        July 6, 1998
-----------------------------       President - Drypers North
       Terry A. Tognietti              America and Director
 
   /s/ Raymond M. Chambers         Co-Chief Executive Officer,        July 6, 1998
-----------------------------   President - Drypers International
       Raymond M. Chambers                and Director
 
   /s/ Philip A. Tuttle                     Director                  July 6, 1998
-----------------------------
       Philip A. Tuttle

   /s/ Nolan Lehmann                        Director                  July 6, 1998
-----------------------------
       Nolan Lehmann

   /s/ Gary L. Forbes                       Director                  July 6, 1998
-----------------------------
       Gary L. Forbes

   /s/ Jonathan P. Foster         Executive Vice President and        July 6, 1998
-----------------------------   Chief Financial Officer (Principal
      Jonathan P. Foster          Financial Officer and Principal
                                       Accounting Officer)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the 
Administration Committee of the Drypers Corporation 401(k) Plan has duly caused 
this Registration Statement to be signed on its behalf by the undersigned 
members of such committee, thereunto duly authorized, in the City of Houston, 
State of Texas, on July 6, 1998.

                                   DRYPERS CORPORATION 401(K) PLAN

                                   By: /s/ Walter V. Klemp
                                      ----------------------------------
                                      Walter V. Klemp

                                   By: /s/ Terry A. Tognietti
                                      ----------------------------------
                                      Terry A. Tognietti

                                   By: /s/ Jonathan P. Foster
                                      ----------------------------------
                                      Jonathan P. Foster
EXHIBIT INDEX

 Exhibit Number                          Description
 --------------                          -----------

 *3.1              Restated Certificate of Incorporation of Drypers Corporation,
                   as amended (Filed as Exhibit 3.1 to Form S-4/A filed June 8,
                   1998, Registration Statement No. 333-52597).
 *3.2              Bylaws of Drypers Corporation, as amended, dated January 21,
                   1994 (Filed as Exhibit 3.2 to Form S-1 filed January 26,
                   1994, Registration Statement No. 33-74436).
 *4.1              Form of Common Stock Certificate (Filed as Exhibit 4.2 to
                   Form S-1 filed January 26, 1994, Registration Statement No.
                   33-74436).
 *4.2              Forms of Warrants (Filed as Exhibit 4.37 to Form S-1 filed
                   October 8, 1993, Registration Statement No. 33-70098).
*+4.3              Form of Nonqualified Stock Option Agreement, as amended,
                   entitling the persons listed on Schedule 4.9 to purchase an
                   aggregate of 125,000 shares of Common Stock (Filed as Exhibit
                   4.9 to Amendment No. 1 to Form S-1 filed February 17, 1994,
                   Registration Statement No. 33-74436).
*+4.4              Form of Nonqualified Stock Option Agreement, as amended,
                   entitling the persons listed on Schedule 4.10 to purchase an
                   aggregate of 93,750 shares of Common Stock (Filed as Exhibit
                   4.10 to Amendment No. 1 to Form S-1 filed February 17, 1994,
                   Registration Statement No. 33-74436).
*+4.5              Form of Nonqualified Stock Option Agreement dated April 9,
                   1993, entitling the persons listed on Schedule 4.11 to
                   purchase an aggregate of 71,875 shares of Common Stock (Filed
                   as Exhibit 4.11 to Form S-1 filed January 26, 1994,
                   Registration Statement No. 33-74436).
*+4.6              Form of Nonqualified Stock Option Agreement dated October 1,
                   1992, entitling the persons listed on Schedule 4.13 to
                   purchase an aggregate of 45,000 shares of Common Stock (Filed
                   as Exhibit 4.13 to Form S-1 filed January 26, 1994,
                   Registration Statement No. 33-74436).
*+4.7              Form of Nonqualified Stock Option Agreement dated December
                   31, 1993, entitling the persons listed on Schedule 4.16 to
                   purchase an aggregate of 31,250 shares of Common Stock (Filed
                   as Exhibit 4.16 to Form S-1 filed January 26, 1994,
                   Registration Statement No. 33-74436).
 *4.8              Form of Investment and Stock Registration Agreement dated
                   November 10, 1992, by and among the Company and the persons
                   listed on Schedule 4.34 attached thereto (Filed as Exhibit
                   4.34 to Form S-4 filed November 20, 1992, Registration
                   Statement No. 33-54810).
 *4.9              Rights Agreement dated January 20, 1995 by and between
                   Drypers Corporation and ChaseMellon Shareholder Services,
                   L.L.C. (Filed as Exhibit 4.20 to Form 10-K filed March 31,
                   1997, Commission File No. 0-23422).
 *4.10             Rights Agreement Amendment dated as of February 26, 1996, by
                   and between Drypers Corporation and ChaseMellon Shareholder
                   Services, L.L.C. (Filed as Exhibit 4.20 to Form 10-K filed
                   March 31, 1997, Commission File No. 0-23422).
 *4.11             Indenture dated as of June 15, 1997, between Drypers
                   Corporation and Bankers Trust Company, as Trustee (Filed as
                   Exhibit 4.1 to Form 10-Q filed August 12, 1997, Commission
                   File No. 0-23422).
 *4.12             First Supplemental Indenture dated as of March 6, 1998,
                   between Drypers Corporation and Bankers Trust Company, as
                   Trustee.
 *4.13             VRG Holding Corporation 1992 Incentive Stock Option Plan, as
                   amended (Filed as Exhibit 10.14 to Amendment No. 1 to Form 
                   S-1 filed February 17, 1994, Registration Statement No. 
                   33-74436).
*+4.14             VRG Holding Corporation 1991 Nonqualified Stock Option Plan
                   (Filed as Exhibit 10.15 to Form S-4 filed November 20, 1992,
                   Registration Statement No. 33-54810).
*4.15             Memorandum of Preferred Stock Purchase Agreement dated July
                   31, 1994, by and among Drypers Corporation, Seler S.A.,
                   Ricardo Marcelo Albamonte and Alfred Garcia Bernal (Filed as
                   Exhibit 10.1 to Form 10-Q filed August 15, 1994, Commission
                   File No. 0-23422).
 *4.16             Drypers Corporation 1995 Key Employee Stock Option Plan
                   (Filed as Exhibit 10.1 to Form 10-Q filed August 4, 1995,
                   Commission File No. 0-23422).
 *4.17             Drypers Corporation 1994 Non-Employee Director Option Plan
                   (Filed as Exhibit 10.2 to Form 10-Q filed August 4, 1995,
                   Commission File No. 0-23422).
 *4.18             Form of Drypers Corporation 1995 Key Employee Stock Option
                   Plan Nonqualified Stock Option Agreement (Filed as Exhibit
                   10.3 to Form 10-Q filed August 4, 1995, Commission File 
                   No. 0-23422).
 *4.19             Form of Drypers Corporation 1995 Key Employee Stock Option
                   Plan Incentive Stock Option Agreement (Filed as Exhibit 10.4
                   to Form 10-Q filed August 4, 1995, Commission File No. 
                   0-23422).
*+4.20             Drypers Corporation Amended and Restated 1995 Key Employee
                   Stock Option Plan. (Filed as Exhibit 10.28 to Amendment No. 1
                   to Form S-4 filed September 15, 1997, Registration Statement
                   No. 333-34071).
*+4.21             Drypers Corporation 1996 Non-Employee Director Stock Option
                   Plan. (Filed as Exhibit 10.29 to Amendment No. 1 to Form S-4
                   filed September 15, 1997, Registration Statement No. 
                   333-34071).
*+4.22             First Amendment to Drypers Corporation Amended and Restated
                   1995 Key Employee Stock Option Plan. (Filed as Exhibit 10.30
                   to Amendment No. 1 to Form S-4 filed September 15, 1997,
                   Registration Statement No. 333-34071).
 *4.23             Drypers Corporation 401(k) Plan (Filed as Exhibit 10.25 to
                   Amendment No. 1 to Form S-1 filed February 17, 1994,
                   Registration Statement No. 33-74436).
  4.24             First Amendment to Drypers Corporation 401(k) Plan.
  4.25             Second Amendment to Drypers Corporation 401(k) Plan.
  5.1              Opinion of Fulbright & Jaworski L.L.P.
  23.1             Consent of Arthur Andersen LLP.
  23.2             Consent of Fulbright & Jaworski, L.L.P. (contained in Exhibit
                   5.1).
  24.1             Powers of Attorney (See page II-6).
-------- 
* Incorporated by reference to the filing indicated.
+ Management contract or compensatory plan or arrangement.