BLESSINGS CORPORATION



                           ANNUAL REPORT ON FORM 10-K

                          YEAR ENDED December 31, 1997


<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-K
(Mark One)

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

For the fiscal year ended            December 31, 1997
                          ----------------------------

                                                         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                   1-4684


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

        Delaware                                  13-5566477
(State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)              Identification No.)

       200 Enterprise Drive
       Newport News, Virginia                       23603
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (757)887-2100

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange
         Title of each class                           on which registered

Common Stock - Par Value $.71                        American Stock Exchange
-----------------------------                        -----------------------

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

Securities registered pursuant to Section 12(g) of the Act:

                               None
                         (Title of class)


                         (Title of class)


<PAGE>


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 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 of this Form 10-K.

State the aggregate market value of the voting stock held by  non-affiliates  of
the  registrant  as of February  20,  1998 (based on the closing  price of those
shares on the American Stock Exchange).

         Common Stock, par value $.71 per share - $66,410,600

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of February 20, 1998.

         Common Stock, par value $.71 - 10,126,857 shares

                                         DOCUMENTS INCORPORATED BY REFERENCE
PART I

         Item  1 -     BUSINESS        Pages  2-11 and Note 16 on page 22 of the
                                       Annual Re-port  to  Shareholders  for the
                                       year  ended  December 31, 1997.

         Item  2 -     PROPERTIES      Notes 4 and 7 on pages  18 and 19 of the
                                       Annual Report  to  Shareholders  for  the
                                       year  ended  December 31, 1997.

PART II

         Item  5 -     MARKET FOR THE  Note 13 on page 22 of the  Annual  Report
                       REG-ISTRANT'S   to Share-holders for the year ended
                       COMMON STOCK    December 31, 1997.
                       AND  RELATED
                       SHAREHOLDER
                       MATTERS

         Item  6 -     SELECTED        Page 23 of the Annual Report to Share-
                       FINANCIAL DATA  holders for the year ended December 31,
                                       1997.


<PAGE>




         Item  7 -    MANAGEMENT'S   Pages   23-24   of   the   Annual Report to
                      DISCUSSION AND Shareholders  for the year ended
                      ANALYSIS OF    December  31, 1997.
                      FINANCIAL
                      CONDITION AND
                      RESULTS OF
                      OPER-ATIONS


         Item  8 -    FINANCIAL      Pages   12-22   of   the Annual  Repor  to
                      STATEMENTS AND Shareholders  for the year  ended
                      SUPPLEMENTARY  December  31,  1997.
                      DATA


PART III

         Item 10 -    DIRECTORS AND  Pages 14-17 of the Proxy  Statement  dated
                      EXECUTIVE      April 9, 1998, in connection  with its
                      OFFICERS OF    Annual  Meeting to be held on May 19, 1998.
                      THE REGISTRANT;
                      SECTION 16(a)
                      BENEFICIAL
                      OWNERSHIP
                      REPORTING
                      COMPLIANCE

         Item 11 -    EXECUTIVE      Pages 5-14 of the Proxy  Statement  dated
                      COMPENSATION   April 9, 1998, in connection with its
                                     Annual  Meeting to be held on May 19, 1998.

         Item 12 -    SECURITY       Pages  2  and 3 of  the  Proxy  Statement
                      OWNERSHIP OF   dated April 9,  1998,  in  connection
                      CERTAIN        with its Annual Meeting  to
                      BENEFICIAL     be held on May 19, 1998.
                      OWNERS



         Item 13 -    CERTAIN        Pages 14-16 of the Proxy  Statement  dated
                      RELATIONSHIPS  April 9, 1998, in connection with its
                      AND RELATED    Annual  Meeting to be held on May 19, 1998.
                      TRANSACTIONS


PART IV

         Item 14 -    EXHIBITS,      Pages   12-22  of  the   Annual  Report  to
                      FINANCIAL      Shareholders  for the year  ended
                      STATEMENT      December  31, 1997.
                      SCHEDULES
                      AND REPORTS
                      ON  FORM 8-K





<PAGE>


                              BLESSINGS CORPORATION

                          1997 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

                                                               PAGE

                                     PART I

Item  1. BUSINESS.........................................      1

Item  2. PROPERTIES.......................................      5

Item  3. LEGAL PROCEEDINGS................................      5

Item  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS.................................      5

                                     PART II

Item  5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
                  RELATED SHAREHOLDER MATTERS.............     10

Item  6. SELECTED FINANCIAL DATA..........................     10

Item  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS....     10

Item  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......     10

Item  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE...........     10

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
         REGISTRANT; SECTION 16(a) BENEFICIAL OWNERSHIP
         REPORTING COMPLIANCE.............................     11

Item 11. EXECUTIVE COMPENSATION...........................     11

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT............................     11

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...     11

                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
         REPORTS ON FORM 8-K..............................     12


<PAGE>



                                     PART I

         Cautionary  Statement under the "Safe Harbor" provisions of the Private
Securities  Litigation  Reform Act of 1995:  Included  in this  Report and other
written  and  oral  information  presented  by  management  from  time to  time,
including,  but not  limited  to,  annual  reports  to  shareholders,  quarterly
shareholder letters,  filings with the Securities and Exchange Commission,  news
releases  and  investor  presentations,  are  forward-looking  statements  about
business strategies,  market potential,  future financial  performance and other
matters which reflect  management's  expectations  as of the date made.  Without
limiting  the  foregoing,  the  words  "believes,"   "anticipates,"   "expects,"
"predicts,"   "seeks"  and  similar   expressions   are   intended  to  identify
forward-looking statements. Future events and the Company's actual results could
differ   materially  from  the  results   reflected  in  these   forward-looking
statements.  There  are a number  of  important  factors  that  could  cause the
Company's  actual  results to differ  materially  from those  indicated  by such
forward-looking statements. These factors include, without limitation: economic,
competitive,   governmental   regulation,   legal,   currency   valuations   and
technological  factors affecting the Company's  operations,  markets,  products,
services and prices,  and other factors  discussed in the Company's filings with
the  Securities  and Exchange  Commission.  The Company  disclaims any intent or
obligation to update these  forward-looking  statements,  whether as a result of
new information, future events or otherwise.

Item  1. BUSINESS

         (a)      General Development of Business

         Blessings  Corporation (herein referred to as "Blessings" or "Company")
is a diversified  manufacturer  and supplier of plastic film  products  oriented
principally towards health care, agricultural,  and industrial applications. The
Company's operations,  both domestic and international,  can be characterized as
one business segment producing  extruded  polyethylene and  polypropylene  films
through the Edison Plastics(R) Division  domestically and through its now wholly
owned  subsidiary,  Nacional  de  Envases  Plasticos,  N.A.  de  C.V.,  and  its
associated  companies,  collectively known as NEPSA(R),  in Mexico.  Through its
Edison  Converting(TM)  Division and NEPSA,  the Company has extensive  printing
operations which print point-of-purchase  messages on its products for a variety
of increasingly sophisticated packaging end-uses.

         (b)      Financial Information about Domestic and International
                  Operations

         Financial  information about domestic and international  operations for
each of the three years ended December 31, 1997,  December 31, 1996 and December
30,  1995 is set  forth in Note 16 of the  notes to the  Consolidated  Financial
Statements in the Annual Report to Shareholders  for the year ended December 31,
1997 which is incorporated herein by reference.

         (c)      Narrative Description of Business

                                                 PLASTICS OPERATION

         The Edison Plastics Division is the Company's  domestic U.S.  operation
which   extrudes   polyethylene   and   polypropylene   films   used  by   major
national-branded  producers of feminine  hygiene  products and  disposable  baby
diapers,  by  hospital/surgical  product  manufacturers  requiring  impervious
barrier  materials,  by  agri-businesses  for crop  improvement  programs and by
various other industrial consumers.

         The Edison Converting  Division is a newly formed domestic printing and
converting  operation.  The division is focusing on high-speed,  multicolor film
printing for use in the health care and industrial  markets.  The operation also
converts films through the  application of bag making  technology  into finished
packaging products.

         Internationally, the Company owns 100% of NEPSA which is located in the
Mexico City  metropolitan  area following its February,  1998 acquisition of the
remaining  40% of that  Company.  The  products  of NEPSA are  similar  to those
produced in the United  States with several  additional  value-added  processes.
NEPSA is among the  technical  leaders in high speed,  multicolor  plastic  film
printing in the Western  Hemisphere,  employing  state-of-the-art  manufacturing
technology obtained on a world-wide basis. NEPSA also converts films through the
application of bag-making technology into finished packaging products.



<PAGE>


         The  following is an analysis of the Plastics  Operations  domestic and
international sales, and net earnings during the last year:

                                  Year Ended       Year Ended     52 Wks. Ended
                                 December 31,     December 31,     December 30,
                                     1997             1996             1995
                                     -----           -----             ----

Domestic Sales                   $120,160,100    $109,616,200      $107,877,500

International Sales                54,596,000      48,518,900        48,431,900
                                 ------------    ------------      ------------

Total Sales                      $174,756,100    $158,135,100      $156,309,400
                                 ============    ============      ============

Domestic Net Earnings            $  5,519,500    $  2,903,700      $  5,479,500

International Net
  Earnings                          2,672,500       2,108,200           405,700
                                 ------------    ------------      ------------

Total Net Earnings               $  8,192,000    $  5,011,900      $  5,885,200
                                 ============    ============      ============

         Sales to Kimberly-Clark  Corporation amounted to $78,452,200,  or 44.9%
of total Company sales during 1997. The loss of Kimberly-Clark  Corporation as a
customer either in whole or in part would have a material  adverse effect on the
Company's financial condition and results of operations.

         Net  sales  in  1997  rose to a  record  $174,756,100,  surpassing  the
Company's  previous  high set in 1996 of  $158,135,100.  The 10.5%  increase  in
dollar  revenues  represent  stronger  demand for the  Company's  products  both
domestically  and in  Mexico,  with  sales  unit  increases  of  5.8%  and  7.6%
respectively.  While the market for  certain  healthcare  films  remains  highly
competitive in the United States and in Mexico,  aggressive  marketing  programs
coupled  with  investments  in new product  development  were coming to fruition
during the last quarter of 1997 with a greater impact expected in 1998.

         Cost productivity  improvements  coupled with marketing efforts focused
toward higher margin  products  resulted in a 16.2%  improvement in gross margin
despite  polyolefin raw material  prices  hovering at  historically  high levels
throughout much of the year. During the fourth quarter,  polyolefin prices began
to decline  somewhat,  with many  forecasters  predicting  further price erosion
during 1998.  With major  investments  and product  redesigns now in place,  the
Company believes it is favorably positioned for 1998 and beyond.

         Despite  economic  uncertainties  in Mexico,  the  Company's  60% owned
subsidiary,  NEPSA was a significant  contributor to the Company's net earnings,
posting a 26.8% increase over 1996's results. The Company's belief in a positive
long-term performance at NEPSA is evidenced by its purchase of the remaining 40%
ownership of that Company in February, 1998.

         Additional  information on the operation of the Company is set forth on
pages 2-11 in the Annual Report to Shareholders  for the year ended December 31,
1997 which information is incorporated herein by reference.

         Competition and Other Information

         Each  of  the  Company's   businesses  operate  in   highly-competitive
environments  with  virtually  all  activities  competing  with  companies  with
long-established  operating histories and substantial financial resources.  Both
domestic and  international  operations have developed their  competitive  niche
around providing high-quality,  customer-specific  products to customer order at
competitive  prices.  World-wide demand for polyethylene and polypropylene resin
exceeded  supplies during much of 1997 and resulted in  historically  high price
levels during that time. The Company did not experience  difficulty in obtaining
resins even though they came at higher  prices.  Other raw  materials  and other
supplies  essential  to the business of the Company are  available  from several
sources in the United States.  Substantially all of the Company's  manufacturing
and  processing  operations  are run by electrical  energy  purchased from local
utilities.  While  energy-related  difficulties  are not expected to prevent the
Company from achieving desired production  levels,  energy shortages of extended
duration could have an adverse impact on the Company's  financial  condition and
results  of  operations.  The  Company's  principal  lines  of  business,  while
generally  slower  during  the summer  months,  are not  subject to  significant
seasonal  variations.  Compliance by the Company with  federal,  state and local
environmental  protection  laws  has  not had a  material  effect  upon  capital
expenditures,  earnings or the  competitive  position of the  Company.  Patents,
licenses,  franchises and  concessions  held have not materially  influenced the
overall  operations  of the  Company.  Export sales of the Company have not been
material.

         Order backlog  amounted to  approximately 6 weeks or $22,000,000 at the
end of both fiscal 1997 and 1996.  The Company is constantly  seeking to develop
new products and to improve its existing  products.  In this effort, the Company
spent  approximately  $4,397,400,  $2,436,500,  and  $2,160,700  on research and
development activities in fiscal 1997, 1996, and 1995 respectively.

         The  Company  employs   approximately   500  persons  in  its  domestic
operations  consisting of approximately 450 in the Edison Plastics Division,  20
in the Edison  Converting  Division and the remainder in the  corporate  office.
NEPSA  employs  approximately  725  persons.  NEPSA  production,  warehouse  and
maintenance  employees are  represented  by labor unions.  None of the Company's
domestic U.S. operations are represented by labor unions. Group benefit packages
are offered to employees  in both  domestic and  international  operations.  The
Company considers its employee relations to be good.

Item  2. PROPERTIES

         The  executive  offices of the Company  are  located at 200  Enterprise
Drive,  Newport  News,  Virginia.  Domestic  U.S.  manufacturing,  research  and
development,  marketing and  administrative  support  facilities  are located in
Georgia,  Oklahoma  and  Virginia.  The Company  owns all of its  domestic  U.S.
facilities which are modern, air conditioned,  and suitable and adequate for the
present  activities  of  the  Company.  The  Company's  NEPSA  operation  leases
manufacturing  and  office  space  in  several  locations  in  the  Mexico  City
metropolitan  area and a warehouse  facility located in Ramos Arispe,  Cohauila,
Mexico.

         All NEPSA real estate leases have renewal options that carry the leases
to July 1, 2014 with the exception of the warehouse  facility which is rented on
a month  to month  basis.  Substantially  equivalent  warehouse  facilities  are
readily  available in the area at approximately  the same terms.  Current annual
real estate rentals total approximately $1,362,100.

         The Company owns all of its buildings and machinery and equipment  free
and clear.

         Additional  information regarding the Company's properties is set forth
in Notes 4 and 7 on pages 18 and 19 of the Annual Report to Shareholders for the
year ended December 31, 1997 which is incorporated herein by reference.

Item  3. LEGAL PROCEEDINGS

         In the ordinary  course of business,  the Company and its  subsidiaries
become involved as defendants in various legal proceedings. It is the opinion of
the Company's management,  based upon the advice of counsel to the Company, that
the ultimate  disposition of any pending legal  proceedings will not be material
in  relation  to the  Company's  consolidated  financial  position or results of
operations.

Item  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not Applicable


<PAGE>


Executive Officers of Blessings

         The following executive officers were elected by the Board of Directors
for the ensuing year and until their respective successors are elected:
<TABLE>
<CAPTION>
 Name, Age                   Year First                   Office and
and Position               Became Officer            Business Experiences
<S> <C>
Michael C. Carlson, 50         1996   Mr.  Michael C. Carlson joined the Company
President-Edison Plastics             in  October,  1996  as  President,  Edison
                                      Plastics.   Prior  to  joining  Blessings
                                      Corporation,  Mr.  Carlson was employed by
                                      James River  Corporation  from 1987 -1996.
                                      While  at  James  River,  his  assignments
                                      included  the  following  positions:  Vice
                                      President  and  General  Manager,  1994 -
                                      1996  and  Vice   President   and  General
                                      Manager - Riegel  Paper  Division,  1990 -
                                      1994.

Timothy Collins, 55            1996   Mr. Timothy  Collins joined the Company in
Assistant Secretary                   1971.  Since that time,  Mr.  Collins  has
                                      served   the   Company  in  a  variety  of
                                      increasingly     responsible     financial
                                      positions,  most  recently  as Manager of
                                      Accounting and Taxation from 1984 - 1996.

Wayne A. Durboraw, 53          1978   Mr. Wayne A. Durboraw has been  Controller
Controller                            of the Company  since  joining  Blessings
                                      Corporation in June, 1978.


<PAGE>






Joseph Fernandes, 38           1995   Mr.  Joseph  Fernandes  joined the Company
Treasurer                             in August,  1995 as  Assistant  Treasurer.
                                      Mr.  Fernandes  was  promoted to Treasurer
                                      in  September,   1996.  Prior  to  joining
                                      Blessings  Corporation,  Mr. Fernandes was
                                      employed in commercial  banking serving as
                                      a Vice  President for First Fidelity Bank,
                                      N.A.  from 1993 - 1995 and  Chemical  Bank
                                      from 1982 - 1993.

Kenneth J. Hudson, 46          1995   Mr.  Kenneth J. Hudson  joined the Company
Vice President-Human                  in  January,  1994 as  Director  of  Human
Resources                             Resources.   In   December,   1995,   Mr.
                                      Hudson  was  promoted  to Vice  President,
                                      Human   Resources.   Prior   to   joining
                                      Blessings  Corporation,  Mr.  Hudson  had
                                      been   employed   by   General    Electric
                                      Company    since  1973  serving  as  Human
                                      Resources  Manager for GE  Plastics  since
                                      1991.

Joseph J. Lesnowski, 55        1996   Mr.   Joseph  J.   Lesnowski   joined  the
Vice President -                      Company  in 1974.  Since  that  time,  Mr.
Sourcing / Purchasing                 Lesnowski has served the Company in a
                                      variety  of   increasingly responsible
                                      positions, most recently as Director of
                                      Sourcing/ Purchasing since 1994. In 1996
                                      Mr. Lesnowski was promoted to Vice
                                      President- Sourcing  /Purchasing.



<PAGE>



James P. Luke, 55*             1977   Mr.   James  P.  Luke  was  elected   Vice
Executive Vice President              President-Finance   in  August,  1977.  In
- Secretary -                         1984, he was elected Secretary.  Effective
                                      Jannuary, 1988, Mr. Luke was named Chief
                                      Financial Officer February, Executive Vice
                                      President of the Company and a Director and
                                      designated Chief Financial Officer in 1995.

Elwood M. Miller, 53*          1993   Dr.  Elwood M.  Miller  joined the Company
President and Chief                   in July, 1993 as Chief  Operating  Officer
Executive Officer                     Miller  was  promoted  to  President   and
                                      Chief  Executive  Officer.  Prior to July,
                                      1993,  Dr.  Miller was employed by General
                                      Electric   Company  from  1971.  His  most
                                      recent  assignment  with General  Electric
                                      Plastics  was as  Director,  Environmental
                                      Health and Safety from 1991 - 1993.

Manuel Villarreal G., 44*      1994   Sr.  Villarreal  joined  NEPSA in 1976 and
President and Chief                   has  served  in  a  variety  of  executive
Executive Officer of                  functions    since    that    time.    Mr.
Nacional de Envases                   Villarreal  was promoted to President  and
Plasticos, S.A. De C.V.               Chief Executive Officer of NEPSA upon the
(NEPSA)                               Company's acquisition of 60% of that
                                      subsidiary  in  1994.


<PAGE>






Jeffery T. Zeber, 42           1997   Mr.  Zeber  joined the Company in October,
General Manager                       1995   as   Director   of   Printing   and
Edison Converting                     Converting  and was  promoted  to  General
Division                              Manager   of   the    Edison    Converting
                                      Division  in  February,  1997.  Prior  to
                                      joining Blessings  Corporation,  Mr. Zeber
                                      was  Operations  Manager for American Can
                                      during   1995  and   Plant   Manager   for
                                      Paramount Packaging from 1989 - 1994.


</TABLE>
*  Member of the Board of Directors


<PAGE>


                                     PART II

Item  5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                          SHAREHOLDER MATTERS

         Information  regarding the market for the registrant's common stock and
related  shareholder  matters  is set forth in Note 13 on page 22 in the  Annual
Report  to  Shareholders   for  the  year  ended  December  31,  1997  which  is
incorporated herein by reference.  The registrant's securities are traded on the
American Stock Exchange.

Item  6. SELECTED FINANCIAL DATA

         Selected financial data is set forth on page 23 in the Annual Report to
Shareholders  for the year ended December 31, 1997 which is incorporated  herein
by reference.

Item  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

         Management's discussion and analysis of financial condition and results
of  operations  is  set  forth  on  pages  23 and 24 in  the  Annual  Report  to
Shareholders  for the year ended December 31, 1997 which is incorporated  herein
by reference.

Item  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial  statements  and  supplementary  data are set  forth on pages
12-22 in the Annual Report to Shareholders  for the year ended December 31, 1997
which is incorporated herein by reference.


Item  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                    ACCOUNTING AND FINANCIAL DISCLOSURES

                  Not Applicable


<PAGE>


                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
                     SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

         Information  required  under  this item with  respect to  directors  is
contained on pages 14-17 of the Company's Proxy Statement dated April 9, 1998 in
connection  with  its  Annual  Meeting  to be  held  on May 19,  1998  which  is
incorporated herein by reference.

         See also  information  concerning  the Executive  Officers of Blessings
aforementioned in Part I.

Item 11. EXECUTIVE COMPENSATION

         Executive  compensation  and  compensation of directors is set forth on
pages 5-14 of the Company's  Proxy  Statement  dated April 9, 1998 in connection
with its Annual Meeting to be held on May 19, 1998 which is incorporated  herein
by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)      Security Ownership and Certain Beneficial Owners

         Information  required  under this item is contained on pages 2 and 3 in
the Company's  Proxy Statement dated April 9, 1998 in connection with its Annual
Meeting to be held on May 19, 1998 which is incorporated herein by reference.

         (b)      Security Ownership of Management

         Total  Company  common stock owned by all  officers and  directors as a
group amounted to 6,132,233 shares.  Other information  required under this item
is contained on pages 14-16 in the Company's Proxy Statement dated April 9, 1998
in  connection  with its  Annual  Meeting  to be held on May 19,  1998  which is
incorporated herein by reference.

         (c)      Changes in Control

         The  Company  knows  of no  contractual  arrangements  which  may  at a
subsequent date result in a change in control of the Company.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information regarding certain relationships and related transactions is
set forth on pages 14-16 in the Company's Proxy Statement dated April 9, 1998 in
connection  with  its  Annual  Meeting  to be  held  on May 19,  1998  which  is
incorporated herein by reference.


<PAGE>


                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      1.  Financial Statements

         The   following   consolidated   financial   statements   of  Blessings
Corporation  and its  subsidiaries  are included on pages 12-22 of the Company's
Annual Report to  Shareholders  for the year ended  December 31, 1997,  which is
incorporated herein by reference:

                                                                    Page (*)

         Independent Auditors' Report.........................         12

         Consolidated Statements of Earnings - Years
           Ended December 31, 1997, December 31, 1996
           and December 30, 1995..............................         13

         Consolidated Statements of Shareholders'
           Equity - Years Ended December 31, 1997,
           December 31, 1996 and December 30, 1995............         14

         Consolidated Balance Sheets at December 31,
           1997 and 1996......................................         15

         Consolidated Statements of Cash Flows -
           Years Ended December 31, 1997, December 31,
           1996 and December 30, 1995.........................         16

         Notes to the Consolidated Financial Statements.......       17-22

(*)      Page numbers refer to pages in Annual Report to Shareholders

         2.  Financial Statement Schedules

         Selected quarterly financial data for the years ended December 31, 1997
and 1996 are included on page 23 in the Annual  Report to  Shareholders  for the
year ended December 31, 1997 which is incorporated herein by reference.

         Independent Auditors' Report........................    15

         Financial Statement Schedules:

         Schedule II - Valuation and Qualifying Accounts.....   S-1

         All other  schedules are omitted because they are not applicable or not
required or because the  required  information  is included in the  consolidated
financial statements or notes thereto.


<PAGE>



         3.  Exhibits

         Exhibit Number

         2(a)         Stock  Purchase   Agreement  (60%)  by  and  among  Manuel
                      Villarreal  Castaneda,  et al, as Sellers,  and  Blessings
                      Corporation, as Purchaser, dated June 30, 1994; filed with
                      the  Commission  as an  Exhibit  to Form 8-K filed July 8,
                      1994, such Exhibit is incorporated herein by reference.
         2(b)         Stock  Purchase   Agreement  (40%)  by  and  among  Manuel
                      Villarreal  Castaneda,  et al, as Sellers,  and  Blessings
                      Corporation,  as Purchaser,  dated February 9, 1998; filed
                      with  the  Commission  as an  Exhibit  to Form  8-K  filed
                      February 20, 1998, such Exhibit is incorporated  herein by
                      reference.
         3(a)         Certificate of Incorporation of Blessings Corporation with
                      all Amendments  through Amendment dated December 15, 1994;
                      filed  with the  commission  as an Exhibit to Form 10K for
                      the  year  ended  December  31,  1994,   such  Exhibit  is
                      incorporated herein by reference.
         3(b)         Bylaws of Blessings Corporation as amended through July 8,
                      1993;  filed with the Commission as an Exhibit to Form S-8
                      Registration   Statement  filed  October  15,  1993,  such
                      Exhibit is incorporated herein by reference.
         4            Not applicable
         9            Not applicable
         10(a)        Blessings    Corporation   Cost   Recovery    Supplemental
                      Retirement  Income Plan;  filed with the  commission as an
                      Exhibit to Form 10K for the year ended  December 31, 1994,
                      such Exhibit is incorporated herein by reference.
         10(b)        Blessings  Corporation  1991 Stock Option Plan; filed with
                      the  Commission  as an  Exhibit  to Form S-8  Registration
                      Statement   filed   July  15,   1991,   such   Exhibit  is
                      incorporated herein by reference.
         10(c)        Blessings  Corporation 1993 Incentive Plan; filed with the
                      Commission   as  an  Exhibit  to  Form  S-8   Registration
                      Statement   filed  October  15,  1993,   such  Exhibit  is
                      incorporated herein by reference.
         10(d)        1993 Restricted  Stock Plan for  Non-Employee  and Certain
                      Other Directors of Blessings  Corporation;  filed with the
                      Commission   as  an  Exhibit  to  Form  S-8   Registration
                      Statement   filed  October  17,  1994,   such  Exhibit  is
                      incorporated herein by reference.
         10(e)        Blessings  Corporation  1993 Restricted Stock Plan for Key
                      Employee;  filed with the Commission as an Exhibit to Form
                      S-8  Registration  Statement  filed October 17, 1994, such
                      Exhibit is incorporated herein by reference.


<PAGE>


         10(f)        Term Loan Agreement  dated August 18, 1994,  between Chase
                      Manhattan Bank, N.A. and First Fidelity Bank,  N.A., filed
                      with the commission as an Exhibit to Form 10K for the year
                      ended  December  31, 1994,  such  Exhibit is  incorporated
                      herein by reference.
         10(g)        Revolving Credit Agreement dated October 16, 1995, between
                      Wachovia Bank of Georgia,  N.A. and First  Fidelity  Bank,
                      N.A.;  filed with the commission as an Exhibit to Form 10K
                      for the year ended  December  30,  1995,  such  Exhibit is
                      incorporated herein by reference.
         10(h)        Note Purchase  Agreement  dated February 2, 1996,  between
                      Principal  Mutual Life Insurance  Company;  filed with the
                      commission as an Exhibit to Form 10Q for the quarter ended
                      March 31,  1996,  such Exhibit is  incorporated  herein by
                      reference.
         10(i)        1995 Non-Employee  Directors Stock Option Plan; filed with
                      the  commission  as an  Exhibit  to Form S-8  Registration
                      Statement  filed  September  20,  1996,  such  Exhibit  is
                      incorporated herein by reference.
         10(j)        Key Executive Severance  Agreement and Stock,  Pension and
                      SERP Supplements;  filed with the commission as an Exhibit
                      to Form 10K for the year ended  December  31,  1996,  such
                      Exhibit is incorporated herein by reference.
         10(k)        1996 Executive Stock Loan Purchase Program; filed with the
                      commission  as an  Exhibit  to Form 10K for the year ended
                      December 31, 1996, such Exhibit is incorporated  herein by
                      reference.
         10(l)        Blessings  Corporation  Blessings 1997 Long-Term Incentive
                      Plan;  filed with the Commission as an Exhibit to Form S-8
                      Registration  Statement  filed July 15, 1997, such Exhibit
                      is incorporated herein by reference.
         10(m)        Michael  Carlson  Compensation  Contract;  filed  with the
                      Commission   as  an  Exhibit  to  Form  S-8   Registration
                      Statement  filed  September  15,  1997,  such  Exhibit  is
                      incorporated herein by reference.
         10(n)        Key  Executive   Severance   Agreement;   filed  with  the
                      commission  as an  Exhibit  to Form 10K for the year ended
                      December 31, 1997, filed herein.
         11           Not  required -  explanation  of earnings  per share
                      computation  is  contained  in Notes to
                      Consolidated Financial Statements
         12           Not applicable
         13           Blessings  Corporation  Annual Report to Shareholders  for
                      the year ended December 31, 1997 - filed herewith
         16           Not applicable
         18           Not applicable
         21           Subsidiaries of Blessings Corporation - filed herewith
         22           Not applicable
         23           Consent of Deloitte & Touche LLP
         27           Financial data schedule
         99           Proxy Statement for 1997 Annual Meeting of Shareholders -
                      filed herewith

         (b)          Reports on Form 8-K

     Registrant  filed one Current  Report on Form 8-K,  dated October 24, 1997,
relating to a press release  regarding the  Company's  announcement  that it had
entered into a non-binding  letter of intent to acquire the remaining 40% of its
60% owned subsidiary in Mexico,  Nacional de Envases  Plasticos,  S. A. de C. V.
(NEPSA).


<PAGE>










INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
Blessings Corporation
Newport News, Virginia

We have audited the consolidated  financial statements of Blessings  Corporation
and  subsidiaries  as of December  31, 1997 and 1996,  and for each of the three
years in the period ended  December 31, 1997 and have issued our report  thereon
dated February 20, 1998; such consolidated  financial  statements and report are
included  in your  December  31,  1997  Annual  Report to  Shareholders  and are
incorporated  herein by  reference.  Our audits also  included the  consolidated
financial statement schedules of Blessings  Corporation listed in Item 14. These
consolidated  financial  statement  schedules  are  the  responsibility  of  the
Corporation's  management.  Our responsibility is to express an opinion based on
our audits. In our opinion,  such consolidated  financial  statement  schedules,
when considered in relation to the basic financial  statements taken as a whole,
present fairly, in all material respects, the information set forth therein.



Deloitte & Touche LLP
Richmond, VA
February 20, 1998


<PAGE>


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

                                             BLESSINGS CORPORATION
                                                 (Registrant)

DATED:  March 26, 1998

                                             By  /s/Elwood M. Miller
                                                 -------------------
                                                 Elwood M. Miller
                                                 President and Chief Executive
                                                 Officer, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been executed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

      Signature                    Title                          Date
                           President and Chief
                           Executive Officer
/s/Elwood M. Miller        Director                           March 26, 1998
-------------------
Elwood M. Miller

                           Chairman of the Board
/s/John W. McMackin        Director                           March 26, 1998
-------------------
John W. McMackin

                           Executive Vice President
                           Secretary and Chief
                           Financial Officer
/s/James P. Luke           Director                           March 26, 1998
----------------
James P. Luke

/s/Wayne A. Durboraw       Controller                         March 26, 1998
--------------------
Wayne A. Durboraw


/s/Leonard Birnbaum        Director                           March 26, 1998
-------------------
Leonard Birnbaum


/s/Joseph J. Harkins       Director                           March 26, 1998
--------------------
Joseph J. Harkins


/s/J. Donovan Williamson   Director                           March 26, 1998
------------------------
J. Donovan Williamson


<PAGE>
<TABLE>
<CAPTION>
                                                                         S-1
                     BLESSINGS CORPORATION AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS



                       COLUMN A                                  COLUMN B              COLUMN C                COLUMN D    COLUMN E
-------------------------------------------------------    ---------------------  ---------------------       ---------  -----------


                                                                                      Additions
                                                                              --------------------------
                                                                                   (1)            (2)
                                                                                 Charged
                                                                 Balance at      To Costs     Charged to                  Balance
                                                                 Beginning     And Expenses    Other        Deductions     at End
                     Description                                 Of Period                    Accounts         (A)       Of Period
------------------------------------------------------- --------------------- ---------------------- --------------------- --------
<S>                                                               <C>            <C>          <C>            <C>          <C>
YEAR ENDED December 31, 1997:

                                Allowance for doubtful
                                   accounts receivable            $1,541,000     $394,000       --           ($331,800)   $1,603,200
                                                                  ==========     ========    =========       ==========   ==========


YEAR ENDED December 31, 1996:

                                Allowance for doubtful
                                   accounts receivable            $1,172,600     $613,700       --           ($245,300)   $1,541,000
                                                                  ==========     ========    =========       ==========   ==========


YEAR ENDED December 30, 1995:

                                Allowance for doubtful
                                   Accounts receivable            $1,170,700     $166,900       --          ($165,000)    $1,172,600
                                                                  ==========     ========    =========      ==========    ==========


(A) Write-offs during year
</TABLE>