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, 1996

                                       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 March 12, 1997 (based on the closing price of those
shares on the American Stock Exchange).

         Common Stock, par value $.71 per share - $40,090,800

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of March 12, 1997.

         Common Stock, par value $.71 - 10,125,721 shares

                       DOCUMENTS INCORPORATED BY REFERENCE
PART I

   Item  1 - BUSINESS                   Pages 2-11 and Note 16 on page 22 of the
                                        Annual Report  to  Shareholders for  the
                                        year ended December 31, 1996.

   Item  2 - PROPERTIES                 Notes 4 and 7 on pages  18 and 19 of the
                                        Annual Report  to  Shareholders for  the
                                        year ended December 31, 1996.


PART II

   Item  5 - MARKET FOR THE  REG-       Note 12 on page 21 of the Annual  Report
             ISTRANT'S  COMMON          to Share-holders for the year ended
             STOCK  AND  RELATED        December 31, 1996.
             SHAREHOLDER MATTERS


   Item  6 - SELECTED FINANCIAL DATA    Page 22 of  the Annual Report to  Share-
                                        holders  for  the year ended
                                        December 31, 1996.


<PAGE>




   Item  7 - MANAGEMENT'S DISCUS        Pages 23-24 of  the  Annual  Report   to
             -SION AND ANALYSIS OF      Shareholders  for the year  ended
             FINANCIAL CONDITION        December  31, 1996.
             AND RESULTS OF OPER-
             ATIONS


   Item  8 - FINANCIAL STATEMENTS       Pages 12-22  of the Annual    Report  to
             AND SUPPLEMENTARY          Shareholders  for the year  ended
             DATA                       December  31, 1996.


PART III

   Item 10 - DIRECTORS AND EXECU-       Pages 14-16 of the Proxy Statement dated
             TIVE OFFICERS OF           April 11, 1997, in  connection  with its
             THE REGISTRANT             Annual Meeting to be held on
                                        May 20, 1997.

   Item 11 - EXECUTIVE COMPENSA         Pages 6-14 of the Proxy Statement  dated
             -TION                      April 11, 1997, in  connection  with its
                                        Annual Meeting to be held on
                                        May 20, 1997.


   Item 12 - SECURITY OWNERSHIP         Pages  2  and 3 of the  Proxy  Statement
             OF CERTAIN                 dated April 11, 1997, in connection with
             BENEFICIAL OWNERS          its Annual Meeting  to be held on
                                        May 20, 1997.


   Item 13 - CERTAIN RELATION-         Pages 14-16 of the Proxy  Statement dated
             SHIPS AND RELATED         April 11, 1997, in connection  with its
             TRANSACTIONS              Annual Meeting to be held on
                                       May 20, 1997.

PART IV

   Item 14 - EXHIBITS, FINANCIAL       Pages   12-22  of  the Annual  Report  to
             STATEMENT SCHEDULES       Shareholders  for the year ended
             AND REPORTS ON            December  31, 1996.
             FORM 8-K




<PAGE>


                              BLESSINGS CORPORATION

                          1996 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

                                                              PAGE

                                     PART I

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

Item  2. PROPERTIES.......................................      4

Item  3. LEGAL PROCEEDINGS................................      4

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

                                     PART II

Item  5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
         RELATED SHAREHOLDER MATTERS......................      8

Item  6. SELECTED FINANCIAL DATA..........................      8

Item  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS....      8

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

Item  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURES..........      8

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
         REGISTRANT.......................................      9

Item 11. EXECUTIVE COMPENSATION...........................      9

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT............................      9

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...      9

                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
         REPORTS ON FORM 8-K..............................     10




<PAGE>

                                     PART I

         Safe Harbor Statement under the Private  Securities  Litigation  Reform
Act of 1995: Except for the historical information contained herein, the matters
discussed in this report are forward-looking  statements which involve risks and
uncertainties, including but not limited to economic, competitive, governmental,
legal 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.

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 can be characterized as one business segment with domestic
and   international   operations  which  produces   extruded   polyethylene  and
polypropylene  films through the Edison  Plastics(R)  Division  domestically and
through its 60% owned subsidiary,  Nacional de Envases Plasticos,  N.A. de C.V.,
and its associated companies, collectively known as NEPSA, in Mexico. NEPSA also
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, 1996,  December 30, 1995 and December
31,  1994 are set  forth in Note 17 of the notes to the  Consolidated  Financial
Statements in the Annual Report to Shareholders  for the year ended December 31,
1996 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.

         Internationally,  the Company owns 60% of NEPSA which is located in the
Mexico  City  metropolitan  area.  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.

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

                          Year Ended         52 Wks. Ended        52 Wks. Ended
                         December 31,         December 30,         December 31,
                            1996                  1995                 1994
                        ____________         _____________       ______________

Domestic Sales          $109,616,200          $107,877,500        $115,432,400

International Sales       48,518,900            48,431,900          35,453,400
                        ____________         _____________       ______________
Total Sales             $158,135,100          $156,309,400        $150,885,800
                        ============         =============       ==============

Domestic Net Earnings   $  2,903,700          $  5,479,500        $ 12,058,900

International Net
  Earnings                 2,108,200               405,700            (119,000)
                        ____________         _____________       ______________
Total Net Earnings      $  5,011,900          $  5,885,200        $ 11,939,900
                        ============         =============       ==============

         Sales to Kimberly-Clark  Corporation amounted to $70,604,800,  or 44.6%
of total Company sales during 1996. The loss of Kimberly-Clark  Corporation as a
customer  would  have  a  material   adverse  effect  on  the  Company  and  its
subsidiaries taken as a whole.

         A domestic sales increase of almost $2 million, or 1.6%,  represented a
6.0%  increase in unit volume over the prior  year.  Considerable  research  and
development   efforts  which  have  resulted  in  product   redesigns  and  film
downgauging  have  enabled  Edison  Plastics to increase its market share in the
adult incontinent market and to enjoy a growth in the medical/surgical market in
excess of 25% over 1995. At NEPSA,  volume continues to be adversely affected by
the economic  recession  in that  country,  although,  a  concentrated  focus on
meeting  increased  customer  demands for speed,  total cost savings and product
improvements has resulted in a strengthened position in all core accounts.

         Domestic earnings have been hindered by competitive  pricing pressures,
exacerbated  by upward trends in polyolefin  raw material  prices.  Raw material
prices represent a substantial  portion of the cost of sales.  High raw material
costs have continued into 1997, although most forecasters at this time predict a
softening of  polyolefin  resin prices as a result of  significant  new ethylene
capacity  scheduled  to come on stream  during the second half of 1997 and early
1998.  The Company  cannot  offer any  assurance  that  polyolefin  or other raw
material  costs will decline in the future,  or that the Company will be able to
pass  increases in raw material  costs on to its customers for  competitive  and
other reasons. At NEPSA, peso declines during the year had a less adverse effect
on earnings in 1996 than in 1995,  recording a  reduction  in  consolidated  net
earnings of $(96,800) in 1996 compared to a reduction of $(1,188,200) in 1995.

     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,
1996 which information is incorporated herein by reference.

         Competition and Other Information

         Both  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.  Strong world-wide demand for polyethylene and polypropylene
tightened  resin  supplies  during  1996 and  resulted in price  increases.  The
Company has not  experienced  any  difficulty in obtaining  resins at the higher
prices.  Other raw materials and other supplies essential to the business of the
Company are in  plentiful  supply  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  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 $18,000,000 at the
end of both fiscal 1996 and 1995.  The Company is constantly  seeking to develop
new products and to improve its existing  products.  In this effort, the Company
spent  approximately  $2,436,500,  $2,160,700,  and  $1,656,600  on research and
development activities in fiscal 1996, 1995, and 1994 respectively.

         The  Company  employs   approximately   475  persons  in  its  domestic
operations  consisting of approximately 445 in Edison Plastics 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 $1,449,800.

         The Company owns all of its buildings and machinery and equipment  free
and clear with the following exceptions:

         NEPSA,  Mexico,  certain  machinery and equipment  are  collateral  for
Mexico bank loans of which $1,849,900 was outstanding at year-end.

         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, 1996 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, 49     1996       Mr.  Michael C. Carlson joined the Company
President-                            in  October,  1996  as  President,  Edison
Edison Plastics                       Plastics.    Prior  to  joining  Blessings
                                      Corporation,  Mr.  Carlson was employed by
                                      James River  Corporation  from 1987 -1996.
                                      His most  recent  assignments  include the
                                      following  positions at James River:  Vice
                                      President  and  General  Manager,  1994  -
                                      1996  and  Vice   President   and  General
                                      Manager - Riegel  Paper  Division,  1990 -
                                      1994.

Timothy Collins, 54         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, 52       1978      Mr. Wayne A. Durboraw has been  Controller
Controller                            of the Company  since  joining   Blessings
                                      Corporation in June, 1978.


<PAGE>


Joseph Fernandes, 37        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                        in  January,  1994 as  Director  of  Human
Human Resources                       Resources.   In   Dec-ember,   1995,   Mr.
                                      Hudson  was  promoted  to Vice  President,
                                      Human   Re-sources.   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, 54    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  from  1994 -
                                      1996.



<PAGE>



James P. Luke, 54*         1977       Mr.   James  P.  Luke  was  elected   Vice
Executive Vice                        President-Finance   in  August,  1977.  In
President -                           February,  1984, he was elected Secretary.
Finance and Secretary                 Effective   January, 1988,  Mr.  Luke  was
Chief Financial                       named  Executive  Vice  President  of  the
Officer                               Company  and   a Director and   designated
                                      Chief Financial  Officer in   1995.


Elwood M. Miller, 52*     1993        Dr.  Elwood M.  Miller  joined the Company
President and Chief                   in July, 1993 as Chief  Operating  Officer
Executive Officer                     and Director.  Effective  May,  1994,  Dr.
                                      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, 43*   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                    Chief Executive Officer of NEPSA upon  the
C.V. (NEPSA)                          Company's  acquisition  of   60% of   that
                                      subsidiary in 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 12 on page 21 in the  Annual
Report  to  Shareholders   for  the  year  ended  December  31,  1996  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 22 in the  Annual  Report to
Shareholders  for the year ended December 31, 1996 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, 1996 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, 1996 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

         Information  required  under  this item with  respect to  directors  is
contained on pages 14-16 of the Company's  Proxy  Statement dated April 11, 1997
in  connection  with its  Annual  Meeting  to be held on May 20,  1997  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 6-14 of the Company's  Proxy  Statement dated April 11, 1997 in connection
with its Annual Meeting to be held on May 20, 1997 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 11, 1997 in connection with its Annual
Meeting to be held on May 20, 1997 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 6,116,637 shares.  Other information  required under this item
is contained on pages 14-16 in the  Company's  Proxy  Statement  dated April 11,
1997 in connection  with its Annual  Meeting to be held on May 20, 1997 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 11, 1997
in  connection  with its  Annual  Meeting  to be held on May 20,  1997  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, 1996,  which is
incorporated herein by reference:

                                                                     Page (*)

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

         Consolidated Statements of Earnings - Years
           Ended December 31, 1996, December 30, 1995
           and December 31,1994...............................         13

         Consolidated Statements of Shareholders'
           Equity - Years Ended December 31, 1996,
           December 30, 1995 and December 31, 1994............         14

         Consolidated Balance Sheets at December 31,
           1996 and December 30, 1995.........................         15

         Consolidated Statements of Cash Flows -
           Years Ended December 31, 1996, December 30,
           1995 and December 31, 1994.........................         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, 1996 and
December 30, 1995 are included on page 22 in the Annual  Report to  Shareholders
for the year ended December 31, 1996 which is incorporated herein by reference.

         Independent Auditors' Report........................    13

         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>


         Separate  financial  statements of 50% or less owned persons  accounted
for by the equity  method which are not shown herein have been omitted  because,
if  considered  in the  aggregate,  they  would  not  constitute  a  significant
subsidiary.

         3.  Exhibits

         Exhibit Number

         2            Stock  Purchase  Agreement 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.
         3(i)         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(ii)        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 herein.
         10(k)        1996 Executive Stock Loan Purchase Program, filed herein.
         11           Not  required  -  explanation of earnings per share compu-
                      tation is  contained  in Notes  to  Consolidated Financial
                      Statements
         12           Not applicable
         13           Blessings  Corporation  Annual  Report to Shareholders for
                      the year ended December 31, 1996 - filed herewith
         16           Not applicable
         18           Not applicable
         21           Subsidiaries of Blessings Corporation - filed herewith
         22           Not applicable
         23           Consent of Deloitte & Touche LLP
         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  December 12,
1996, relating to a press release regarding the Company's projected earnings for
the fourth quarter.


<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, 1996 and December 30, 1995, and for each of
the three years in the period ended December 31, 1996 and have issued our report
thereon dated  February 21, 1997;  such  consolidated  financial  statements and
report are included in your December 31, 1996 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 21, 1997


<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 27, 1997

                             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 27, 1997
------------------------
Elwood M. Miller

                           Chairman of the Board
/s/John W. McMackin        Director                           March 27, 1997
------------------------
John W. McMackin

                           Executive Vice President
                           Secretary and Chief
                           Financial Officer
/s/James P. Luke           Director                           March 27, 1997
------------------------
James P. Luke

/s/Wayne A. Durboraw       Controller                         March 27, 1997
------------------------
Wayne A. Durboraw


/s/Leonard Birnbaum        Director                           March 27, 1997
------------------------
Leonard Birnbaum


/s/Joseph J. Harkins       Director                           March 27, 1997
------------------------
Joseph J. Harkins


/s/J. Donovan Williamson   Director                           March 27, 1997
------------------------
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, 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
                                    ==========               ========       ==========          ==========              ==========

YEAR ENDED December 31, 1994:

  Allowance for doubtful
     accounts receivable              $891,400               $398,900           --              ($119,600)              $1,170,700
                                    ==========               ========       ==========          ==========              ==========

(A) Write-offs during year

</TABLE>