UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A





(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended April 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number: 333-118844





THE NEWARK GROUP, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|New Jersey                                                     |  | 22-2884844                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                        |  |           
|--------------------------------------- |  | ----------
|20 Jackson Drive Cranford, New Jersey   |  | 07016     
|(Address of principal executive office) |  | (Zip Code)

Registrants telephone number, including area code: (908) 276-4000





Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.  Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).  Yes   ̈    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates by reference to the price at which the common equity was last sold, or the average bid and asked price of such common
equity, as of the last day of the registrants most recently completed second fiscal quarter. Not Applicable

The number of common
shares outstanding at July 15, 2008 was 3,560,403.









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EXPLANATORY NOTE

The Newark Group, Inc. is filing this Amendment No. 1 to its annual report on Form 10-K filed on August 13, 2008 to include Exhibit 12.1, which was inadvertently omitted from the original exhibit listing and
filing. The remainder of the information contained in the originally filed Form 10-K is not amended hereby and shall remain as set forth in the original filing.



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PART IV



|Item 15. | Exhibits, Financial Statement Schedules, and Reports on Form 8K
|-------- | ----------------------------------------------------------------

(b) Exhibits:

Exhibits designated by the symbol * are filed with this Annual Report on Form 10-K/A. All
exhibits not so designated are incorporated by reference to a prior filing as indicated.

Exhibits are available from us upon written
request to our General Counsel and Secretary at our executive offices located at 20 Jackson Drive, Cranford, New Jersey 07016 upon payment to us of the reasonable costs incurred by us in furnishing any such exhibit.



|     |  |                                                                                                                                                                                                                                                                                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the
Securities and Exchange Commission (the Commission) on September 7, 2004)                                                                                                  
|     | 
|3.2  |  | Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Companys Annual Report on Form 10-K for 2005 (No. 333-118844), filed with the Commission on July 28, 2005)                                                                                                                                                                     
|     | 
|4.1  |  | Indenture dated March 12, 2004 between The Newark Group, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on
Form S-4 (No. 333-118844), filed with the Commission on September 7, 2004)                                                                                            
|     | 
|4.2  |  | Rule 144A Global Note relating to the 9 3/4% Senior Subordinated Notes
due 2014 of The Newark Group, Inc. (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the Commission on September 7, 2004)                                                                                     
|     | 
|4.3  |  | Regulation S Global Note relating to the 9 3/4% Senior Subordinated
Notes due 2014 of The Newark Group, Inc. (incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the Commission on September 7, 2004)                                                                                  
|     | 
|10.1 |  | The Newark Group, Inc. Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the Commission on
September 7, 2004)                                                                                                                                                     
|     | 
|10.2 |  | The Newark Group, Inc. Stock Appreciation Rights Plan (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the
Commission on September 7, 2004)                                                                                                                                        
|     | 
|10.3 |  | The Newark Group, Inc. Employees Stock Ownership Plan (incorporated by reference to Exhibit 10.3 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with
the Commission on September 7, 2004)                                                                                                                                       
|     | 
|10.4 |  | Purchase Agreement dated as of March 5, 2004 among The Newark Group, Inc. and Wachovia Capital Markets, LLC. on behalf of itself and the several initial purchasers named therein (incorporated
by reference to Exhibit 10.4 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the Commission on September 7, 2004)            
|     | 
|10.5 |  | Registration Rights Agreement dated as of March 12, 2004 among The Newark Group, Inc. and Wachovia Capital Markets, LLC. on behalf of itself and the several initial purchasers named therein
(incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the Commission on September 7, 2004)



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|       |  |                                                                                                                                                                                                                                                                                                                                       
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.6   |  | Credit Agreement, dated as of March 12, 2004, among The Newark Group, Inc., Wachovia Bank, National Association, and the several other parties thereto (incorporated by reference to
Exhibit 10.6 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the Commission on September 7, 2004)               
|       | 
|10.7   |  | First Amendment to Credit Agreement, dated July 21, 2005, among The Newark Group, Inc., Wachovia Bank, National Association, and the several other parties thereto (incorporated by reference
to Exhibit 10.7 to the Companys Annual Report on Form 10-K for 2005 (No. 333-118844), filed with the Commission on July 28, 2005)      
|       | 
|10.8   |  | Stock Restriction/Purchase Agreement, dated May 1, 1980, among The Newark Group, Inc. and Fred G. von Zuben (incorporated by reference to Exhibit 10.8 to the Companys Annual Report on
Form 10-K for 2005 (No. 333-118844), filed with the Commission on July 28, 2005)                                                             
|       | 
|10.9   |  | Amendment to Stock Restriction/Repurchase Agreement, dated March 1, 1995, between The Newark Group, Inc. and Fred G. von Zuben (incorporated by reference to Exhibit 10.9 to the Companys
Annual Report on Form 10-K for 2005 (No. 333-118844), filed with the Commission on July 28, 2005)                                          
|       | 
|10.10  |  | Amendment No. 2 to Stock Restriction/Repurchase Agreement, dated August 1, 2004, between The Newark Group, Inc. and Fred G. von Zuben (incorporated by reference to Exhibit 10.10 to the
Companys Annual Report on Form 10-K for 2005 (No. 333-118844), filed with the Commission on July 28, 2005)                                  
|       | 
|10.11  |  | Death Benefit Agreement, dated November 29, 1999, among The Newark Group, Inc. and Edward K. Mullen (incorporated by reference to Exhibit 10.11 to the Companys Annual Report on Form
10-K for 2005 (No. 333-118844), filed with the Commission on July 28, 2005)                                                                    
|       | 
|10.12  |  | Asset-based Loan and Security Agreement, dated March 9, 2007, by and among The Newark Group, Inc., Wachovia Bank, National Association, and the several other parties thereto (incorporated by
reference to Exhibit 10.12 to the Companys Current Report on Form 8-K (No. 333-118844), filed with the Commission on March 15, 2007)  
|       | 
|10.13  |  | Credit-linked Loan and Security Agreement, dated March 9, 2007, by and among The Newark Group, Inc., Wachovia Bank, National Association, and the several other parties thereto (incorporated
by reference to Exhibit 10.13 to the Companys Current Report on Form 8-K (No. 333-118844), filed with the Commission on March 15, 2007)
|       | 
|10.14  |  | First Amendment to the Asset-based Loan and Security Agreement, dated July 28, 2008, by and among The Newark Group, Inc., Wachovia Bank, National Association, and the several other parties
thereto                                                                                                                                  
|       | 
|10.15  |  | First Amendment to the Credit-linked Loan and Security Agreement, dated July 28, 2008, by and among The Newark Group, Inc., Wachovia Bank, National Association, and the several other parties
thereto                                                                                                                                
|       | 
|10.16  |  | Second Amendment to the Credit-linked Loan and Security Agreement, dated August 12, 2008, by and among The Newark Group, Inc., Wachovia Bank, National Association, and the several other
parties thereto                                                                                                                             
|       | 
|12.1 * |  | Ratio of Earnings to Fixed Charges for the fiscal years ended April 30, 2008, 2007, 2006, 2005 and 2004                                                                                                                                                                                                                               
|       | 
|14.1   |  | The Newark Group, Inc. Code of Ethics (incorporated by reference to Exhibit 14.1 to the Companys Registration Statement on Form S-4 (No. 333-118844), filed with the Commission on
September 7, 2004)                                                                                                                                



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|       |  |                                                                                                                                                                                                                              
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21.1   |  | Subsidiaries of The Newark Group, Inc. (incorporated by reference to Exhibit 21.1 to the Companys Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-118844), filed with
the Commission on October 22, 2004)
|       | 
|31.1 * |  | Certification of the Registrants Chief Executive Officer, Robert H. Mullen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                       
|       | 
|31.2 * |  | Certification of the Registrants Chief Financial Officer, Joseph E. Byrne, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                        
|       | 
|32.1 * |  | Certification of the Registrants Chief Executive Officer, Robert H. Mullen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                       
|       | 
|32.2 * |  | Certification of the Registrants Chief Financial Officer, Joseph E. Byrne, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                        
|       | 
|99.1   |  | Financial statements for Integrated Paper Recyclers, LLC                                                                                                                                                                     
|       | 
|99.2   |  | Financial statements for Desperdicios De Papel Del Norte, S.L.                                                                                                                                                               
|       | 
|99.3   |  | Financial statements for Papeles Allende, S.L.                                                                                                                                                                               
|       | 
|99.4   |  | Financial statements for Corenso Tolosana, S.A.                                                                                                                                                                              
|       | 
|99.5   |  | Financial statements for Etablissments Emile Llau SAS                                                                                                                                                                        



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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



THE NEWARK GROUP, INC.(Registrant)By:

/s/ Robert H. MullenRobert H. MullenChief Executive Officer, President and Chairman of the
BoardBy:

/s/ Joseph E. ByrneJoseph E. ByrneVice President and Chief Financial Officer


Dated: March 16, 2009