TABLE OF CONTENTS




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|PART I                            
|                                   | Item 1. Business.                                                                            
|                                   | Item 2. Properties.                                                                          
|                                   | Item 3. Legal Proceedings.                                                                   
|                                   | Item 4. Submission of Matters to a Vote of Security Holders.                                 
|PART II                           
|                                   | Item 5. Market for Registrants Common Equity and Related Stockholder Matters.               
|                                   | Item 6. Selected Financial Data.                                                             
|                                   | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation.
|                                   | Item 7A. Quantitative and Qualitative Disclosures About Market Risk.                         
|                                   | Item 8. Financial Statements and Supplementary Data.                                         
|                                   | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|PART III                          
|                                   | Items 10 through 13.                                                                         
|PART IV                           
|                                   | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.                    
|                                   | (a)(1) Financial Statements:                                                                 
|                                   | (a)(2) Financial Statement Schedules:                                                        
|                                   | (a)(3) Exhibits:                                                                             
|                                   | (b) Reports on Form 8-K:                                                                     
|SIGNATURES                        
|EXHIBIT INDEX                     
|SECOND AMENDMENT TO LOAN AGREEMENT
|FINANCIAL STATEMENTS              
|LIST OF SUBSIDIARIES              
|CONSENT OF ERNST & YOUNG LLP      
|POWERS OF ATTORNEY                
|FINANCIAL DATA SCHEDULE           



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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

(Mark One)

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|[X]   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934            
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|      |  | For the fiscal year ended August 31, 2000                                                       
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|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934        
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|      |  | For the transition period from                                    to 
                         .

Commission file number 000-17051

TUSCARORA INCORPORATED
(Exact name of registrant as specified in its charter)

|                                                                            |  |                                             
|--------------------------------------------------------------------------- |  | --------------------------------------------
|Pennsylvania
(State or other jurisdiction of
incorporation or organization) |  | 25-1119372
(IRS employer
Identification No.)

|                                                                                     |  |                 
|------------------------------------------------------------------------------------ |  | ----------------
|800 Fifth Avenue
New Brighton, Pennsylvania
(Address of principal executive offices) |  | 15066
(Zip Code)

Registrants telephone number, including area code: 724-843-8200

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

Securities registered pursuant to Section 12(g) of the Act:Common Stock, without par value
Preferred Share Purchase Rights

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 at least 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 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. [  ]

The registrant estimates that as of October 24, 2000, the aggregate market
value of the shares of its Common Stock held by non-affiliates of the
registrant was approximately $107,469,000.

As of October 24, 2000, 9,305,326 shares of Common Stock of the registrant
were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrants Annual Report to Shareholders for its fiscal
year ended August 31, 2000 are incorporated by reference into Parts I, II and
IV of this annual report.

Portions of the Proxy Statement for the registrants Annual Meeting of
Shareholders to be held on December 19, 2000 are incorporated by reference into
Part III of this annual report.



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PART I







Item 1. Business.

General

Tuscarora Incorporated (the Company) was incorporated in 1962 as
Tuscarora Plastics, Inc. The corporate name was changed in 1992 to reflect
changes in the Companys business.

The Company custom designs and manufactures protective packaging and
material handling products and supplies custom designed components for
industrial and consumer product applications. The Company uses a variety of
materials to produce its products. In each of its markets, the Companys focus
is to engineer a practical, cost effective solution to meet each customers
specific end-use requirements.

Protective packaging and material handling products and components are
manufactured using custom molded foam plastic materials and thermoplastics.
Protective packaging and material handling products are also manufactured by
using other materials, including corrugated paperboard, molded and/or diecut
foam plastics, thermoformed plastics and wood either alone or in various
combinations. The range of material options offered enables the Company to be
competitive vis-à-vis companies that only offer products made from a single
material.

In the 2000, 1999 and 1998 fiscal years, the protective packaging and
material handling products contributed approximately 88%, 86% and 86%,
respectively, of the Companys net sales. The remainder was accounted for by
the component products.

The Company has six principal target markets.  Those markets are, and the
approximate percentages of the Companys net sales accounted for by each during
fiscal year 2000 were, as follows: high technology and
telecommunications 28%, automotive and recreational vehicles
17%, consumer electronics 16%,
large and small appliances 14%, building products and office
furniture 10%
and pharmaceuticals and specialty chemicals 6%. The Company competes in
other market sectors as well.

The Company serves more than 3,600 customers, located in North America and
Europe. For the 2000 fiscal year, no customer accounted for more than 3%, and
the Companys ten largest customers accounted for approximately 21%, of the
Companys net sales.



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Protective packaging products made from foam plastic and other materials
are used to protect a wide range of finished goods during shipment. The
products are designed to reduce or eliminate damage that may occur during
shipment and handling as a result of shock, vibration or wide temperature
fluctuations. Goods packaged in the Companys protective packaging include
such items as:

|                                   |  |                                           
|---------------------------------- |  | ------------------------------------------
|Computers and computer peripherals |  | Water heaters and air conditioners        
|                                  
|                                  
|                                  
|                                  
|Televisions and VCRs               |  | Refrigerators                             
|                                  
|                                  
|                                  
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|Satellite dishes                   |  | Microwave ovens                           
|                                  
|                                  
|                                  
|                                  
|Office equipment                   |  | Coffee makers and other kitchen appliances
|                                  
|                                  
|                                  
|                                  
|Vaccine containers                 |  | Telecommunications equipment              
|                                  
|                                  
|                                  
|                                  
|Liquid chemicals                   |  | Toys                                      
|                                  
|                                  
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|Pharmaceuticals                    |  | Outboard motors                           
|                                  
|                                  
|                                  
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|Military equipment                
|                                  
|                                  
|                                  
|                                  
|Office furniture                  

Until recently, the Companys focus has been limited to providing interior
protective packaging, i.e., packaging where the customers goods, together with
the Companys protective packaging, are placed inside exterior shipping
containers prior to shipment. Presently, the Company more and more is
providing protective packaging that includes outer containers made of
corrugated paperboard, wood or thermoplastics. The Company also supplies
customers with value added features such as molded or diecut partitions that
position accessories such as electronic cables and operating manuals that are
shipped with the customers goods. Similar value added features are also being
provided in regard to the Companys material handling products and components.

Material handling products generally serve the same purposes and functions
as the protective packaging products but are used primarily in intra-plant and
inter-plant movement of parts and components rather than shipment of finished
goods. For example, automobile manufacturers and their suppliers transport
parts to assembly plants using foam dunnage trays made by the Company.
Material handling products also frequently serve as carriers to position parts
for automated assembly. The Company also manufactures insulated shippers which
transport temperature-sensitive materials for the pharmaceutical and chemical
industries. The material handling products are generally more durable than the
protective packaging products and are usually reusable, providing a
cost-effective means of transporting materials that are sensitive or difficult
to handle. Most of the material handling products are foam plastic shapes;
however, certain material handling products, such as durable returnable
material handling pallets, trays and fixtures, are made from thermoformed as
well as integrated materials.

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The protective packaging and material handling products made from expanded
foam plastic materials possess an unusual combination of useful properties such
as exceptional lightness, impact resistance and shock absorbency, toughness and
strength, thermal insulating efficiency, temperature tolerance, buoyancy and
chemical and biological neutrality. The cost of the products to the customer
is often less than alternative types of materials because, pound for pound,
less material is required to provide equal or better protection. These
products can also be easily and quickly handled thus reducing the customers
labor costs. Because foam plastic packaging shapes frequently require less
space and are lighter than most other packaging materials, the customer is
often able to reduce its product shipping costs. Similarly, properly designed
foam plastic material handling products often increase total yield per
transportation container, thus reducing intra-plant or inter-plant freight
cost.

The protective packaging and material handling products made from a
variety of materials are made by integrating foam plastic shapes with other
materials such as corrugated paperboard and wood to produce products with
superior properties and/or lower costs compared to products made from a single
material. In addition, the Companys product offerings include specialty
corrugated containers and custom wood crating products.

Thermoformed products are used to hold goods and parts in place during
shipment or handling. Thermoformed products are sometimes used where the shock
absorbency or thermal insulating properties of foam plastic are not required.
Because transparent plastic materials can be thermoformed, these materials are
often used to create a package that allows the consumer to view the enclosed
product. The Company supplies thermoformed products to most of the Companys
target markets.

The Company also manufactures molded foam plastic shapes which are used as
components in automobiles, watercraft and recreational vehicles. Due to their
light weight and high energy-absorbing properties, molded foam shapes are used,
for example, in door panels, steering wheels and dashboards to provide added
passenger protection. Flotation and/or seating assemblies are made for
watercraft and recreational vehicles.

The Company manufactures thermal insulation components which are foam
plastic shapes used by appliance manufacturers to provide insulation in
products such as home and commercial refrigerators, freezers, air conditioners
and water coolers. The construction industry also uses these shapes as
insulation in poured concrete or block walls, in prefabricated metal buildings
and as core material for factory-manufactured steel exterior doors.

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The Company also makes components from thermoformed materials. Components
made from thermoformed materials are used in applications such as garage door
panels and motor vehicle trim.

Custom Design

Virtually all of the Companys products are custom designed. The Company
has nine design and testing centers which support the Companys sales efforts
and manufacturing operations. The centers are staffed by design and
engineering personnel who study and evaluate the requirements of the Companys
customers. Five of the centers are certified International Safe Transit
Association (ISTA) testing laboratories. The Companys customers make
extensive use of the design and testing centers.

With respect to the custom molding operations, prototype foam shapes are
developed at the design and testing centers. After a shape is approved by the
customer, one or more aluminum production molds are made and then shipped to a
custom molding facility, generally the one nearest the customer, for
production. The Company makes most of the production molds for its
manufacturing operations in the United States and Mexico at a single mold
making facility in the United States. In the United Kingdom, the making of the
production molds is outsourced to a third party.

The design and testing centers and mold making facility are equipped with
and extensively use computer-aided design (CAD) and computer-aided
manufacturing (CAM) systems. The locations of the design and testing centers
and the mold making facility are set forth under Item 2 of this annual report.

Manufacturing

The Company has five operating divisions and 36 manufacturing facilities,
including the mold making facility. All but seven of the facilities are
located in the United States: three are in the United Kingdom, three are in
Mexico and one is in Ireland. The divisions are the Eastern Division,
Midwestern Division, Southern Division and Western Division (which includes the
Mexican operations) in the United States and the U.K. Division.

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The divisions in the United States, each of which
consists of from five to ten manufacturing facilities, were formed in
recognition of the Companys expansion nationwide and the corresponding need
for management decentralization.

The Companys manufacturing facilities are generally strategically
situated near manufacturing facilities of major customers and/or major markets.
The locations of the manufacturing facilities are set forth under Item 2 of
this annual report.

Custom molded foam plastic products are produced by causing plastic beads
to be blown into an aluminum production mold inserted in an automatic molding
machine. Time and pressure controlled heat (in the form of steam) is applied
to the beads in the mold, causing the beads to expand and/or soften and fuse
together to form the shape of the product which is then stabilized before
removal from the molding machine. Significant capital expenditures for molding
machines and auxiliary equipment are required to manufacture custom molded
products. Auxiliary equipment includes air compressors, steam boilers, cooling
towers, conveyors, drying equipment and a wide variety of other standard
industrial machinery and equipment. The major items of expense in the
manufacture of the custom molded products are the plastic resins from which the
products are made, labor and the utilities needed to operate the molding
machines and other equipment.

The manufacture of the products made from integrated materials and the
thermoformed products is less capital intensive. In the integrated materials
operations, the machinery and equipment consists primarily of machining and
fabricating equipment for forming foam plastic, corrugated paperboard and wood
products. Fabrication of foam plastic involves the cutting of shapes from
billets or planks of foam plastic using specialized cutting tools and hot wire
equipment. Fabrication of corrugated paperboard involves slitting,
die-cutting, folding and gluing the paperboard. The fabrication of wood
products employs conventional power saws and other wood-working machinery. The
fabricated parts are then assembled to produce products to meet each customers
specific end-use requirements.

Thermoforming is the process by which rigid sheets of hard thermoplastic,
such as ABS or high density polyethylene, are heated and then vacuum and/or
pressure formed over molds to create specific shapes. The Company also has the
ability to produce thermoformed products from thin gauge material in a roll-fed
in-line manufacturing process as well as from heavy gauge material through a
sheet-fed process.

The major items of expense in the manufacture of the products made from
integrated materials and the thermoformed products are the materials from which the products are made, labor and
electricity costs.

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In general, the Company receives purchase orders from its customers which
do not specify quantity production and delivery dates. Production against
orders is determined by the customers production schedules with the result
that products are generally required to be produced and delivered on short
notice. Production levels are generally determined by customer release
patterns rather than the backlog of purchase orders.

The proximity of the Companys manufacturing facilities to the Companys
customers ensures timely delivery of products and enables the Company to
provide products without a significant shipping cost. Production flexibility
also exists among the Companys facilities since molds and/or molding machines
and other manufacturing equipment can be moved quickly from one facility to
another.

All of the Companys manufacturing facilities have warehousing capacity
for inventories of finished goods. Warehouses are located at other locations as
well. Distribution of products from the manufacturing facilities and
warehouses to customers is made by Company operated tractor-trailers and by
common carrier. Most of the Company operated tractor-trailers are leased.

In the area of quality improvement, ISO and QS registration, and customer
satisfaction, the Company has made excellent progress. Six manufacturing
facilities achieved ISO registration during the 2000 fiscal year, bringing the
total number of plants that have achieved or have been recommended for ISO or
QS registration to 25. The Company expects that substantially all of the
manufacturing facilities will be registered by the end of the 2001 fiscal year.

Sales

Sales are made primarily by the Companys own sales force which, including
supporting technical personnel at the Companys design and testing centers,
consists of 120 salaried employees. Sales offices are located at all the
design and testing centers. In addition, sales in certain geographic areas and
to certain accounts are handled by sales representatives paid on a commission
basis who are assisted and supported by Company personnel.

Foreign Operations

The Company commenced doing business in the United Kingdom as a result of
a business acquisition during the 1995 fiscal year. The business there has since been expanded through other business
acquisitions and site development.

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The Company has had a manufacturing facility in Juarez, Mexico since 1994.
This facility has enabled the Company primarily to provide protective packaging for domestic customers that have established Maquiladora
operations in Mexico. Maquiladora programs permit domestic companies to ship
component parts in bond into Mexico, assemble them and then ship the assembled
product in bond back into the United States for sale to their domestic
customers. During the 1998 fiscal year, the Company established a second
similar facility in Tijuana, Mexico. The Company established a third facility
in Mexico in March 2000 in Guadalajara, Mexico (see New Site Development
below). The Guadalajara facility is intended to serve primarily high
technology customers.

The United Kingdom operations have shown an operating loss during each of
the last three fiscal years; however, there was a continued reduction in the
operating loss in the 2000 fiscal year due principally to improved operating
efficiencies. The operating income of the Mexican operations showed
significant improvement in the 2000 fiscal year. For further information with
respect to the foreign operations, see Notes 11 and 17 of the Notes to
Consolidated Financial Statements and Managements Discussion and Analysis of
Results of Operations and Financial Condition contained in the Companys Annual
Report to Shareholders for the 2000 fiscal year and incorporated herein by
reference.

The Companys operations in the United Kingdom and Mexico are conducted
through subsidiaries. The Company has no other subsidiaries which play an
important role in the Companys business.

In October 2000, the Company acquired a 50% interest in a company with a
custom foam molding facility in Cork, Ireland (see Business Acquisitions
below).

Raw Materials

The materials from which the Companys custom molded products are made are
expandable polystyrene (EPS), expanded polypropylene (EPP), expanded
polyethylene (EPE), ARCEL and high heat-resistant styrene-based
resins. All the raw material resins are petroleum based. EPP and EPE are
polyolefin resins and ARCEL is a co-polymer of polyethylene and
polystyrene.

EPS is received by the Company in an unexpanded state and in its raw form
has an appearance much like table salt. ARCEL and the high
heat-resistant resins are also received by the Company in an unexpanded state.
Under conditions of time and pressure controlled heat, the raw material beads
can be expanded to many times their original size with no increase in weight.

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The
Company expands the beads to various densities depending upon the properties
desired and stores the expanded beads until the final products are molded. In
contrast, the EPP and EPE beads are already expanded when received by the
Company and do not require further expansion before molding.

Most of the Companys custom molded products are made from EPS. The other
resins are particularly suitable for certain applications and are significantly
more expensive. Accordingly, the products made from the other resins sell at
higher prices than the products made from EPS. During the 2000, 1999 and 1998
fiscal years, approximately 25%, 24% and 26%, respectively, of the Companys
net sales of custom molded products have been attributable to products made
from the premium resins.

The Company has never experienced a shortage of the resins used in the
manufacture of the custom molded products and does not foresee that any
shortage will occur. EPS, EPP and EPE are generally available from a number of
suppliers who sell to any prospective purchaser. The high heat-resistant resins
and ARCEL are each sold by a single supplier but are also generally
available. The materials (including corrugated paperboard, wood and foam
billets and planks) used in the manufacture of products made from integrated
materials and the materials used in the thermoforming operations are also
readily available.

An increase in the price of EPS which began in the fourth quarter of the
1999 fiscal year continued during the 2000 fiscal year and resulted in higher
selling prices for many of the Companys products made from EPS. The Company
experienced increased costs during the 2000 fiscal year for other raw
materials, particularly corrugated paperboard, and such increased costs also
resulted in higher selling prices for some of the Companys products.

Competition

The Companys protective packaging and material handling products compete
with similar products made by others as well as with other types of protective
products. A majority of the similar products is produced by independent
manufacturers who generally market their products in a particular geographic
area from a single or limited number of facilities. While the Company is
considerably larger than most of the manufacturers of similar products, the
Companys penetration in the total protective packaging market is still
relatively small. A number of the companies which produce competing products,
particularly paper and corrugated packaging products, are well established and
have substantially greater financial resources than the Company.

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The components manufactured for use in automobiles, watercraft and
recreational vehicles, as well as those manufactured for thermal insulation,
represent a small portion of the overall market for these types of products.
Because of the specialized nature of these products, the Company competes
primarily with other manufacturers of similar foam plastic products, rather
than with manufacturers of products made from alternative materials. The
components manufactured by the Company, however, can be provided by other
vendors using alternative materials.

Competition between the Company and manufacturers of similar products is
based primarily on product engineering, price and customer service.

Capital Expenditures

Capital expenditures for property, plant and equipment during the 2000,
1999 and 1998 fiscal years (not including expenditures in connection with
business acquisitions) amounted to $20,344,000, $19,491,000 and $24,153,000,
respectively. The 2000 fiscal year expenditures included expenditures for the
purchase and refurbishment of an integrated materials facility in Darlington,
Pennsylvania, to which the Company transferred its integrated materials
manufacturing operations from a leased facility in Beaver, Pennsylvania;
expenditures for a new warehouse at the custom foam molding facility in Marion,
Ohio; expenditures to increase the manufacturing capacity at the custom foam
molding facility in Colorado Springs, Colorado; expenditures for the completion
of plant modernization and machinery and equipment upgrades at the custom foam
molding facility in Sallisaw, Oklahoma acquired in February 1999; and
expenditures to complete the installation of custom foam molding capabilities
in Hayward, California.

Capital expenditures included above for land, buildings and improvements
during the 2000, 1999 and 1998 fiscal years amounted to $8,067,000, $7,064,000
and $5,702,000, respectively. Capital expenditures included above for
machinery and equipment during the 2000, 1999 and 1998 fiscal years amounted to
$12,277,000, $12,427,000 and $18,451,000, respectively. During the 2000 fiscal
year, $4,269,000 of these expenditures was for automatic molding machines used
in the custom molding operations, $1,161,000 for manufacturing equipment used
in the integrated materials and thermoforming operations and $5,928,000 for
auxiliary equipment primarily for the custom molding operations. In addition,
$919,000 was expended during the 2000 fiscal year for environmental control
equipment (see Environmental Considerations below).

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The capital expenditures for the 2001 fiscal year are expected to be
substantially the same as the capital expenditures for the 2000 fiscal year.

Business Acquisitions

In September 2000, the Company purchased the operating assets of the Mt.
Pleasant, Tennessee facility of Polyfoam Packers Corporation. In addition to a
state-of-the-art custom foam molding facility, the Company acquired new
customer accounts that are expected to add approximately $3,000,000 of new
revenues in the 2001 fiscal year. The total consideration consisted of cash
paid at the closing and additional cash consideration which may be paid to the
seller based on certain sales made by the business in the future. The amount
paid and to be paid in connection with the acquisition is not material.
Portions of the purchase price were allocated to goodwill and to a covenant not
to compete.

In October 2000, the Company acquired a 50% interest in Hytherm Packaging
Limited, a custom foam molding company in Cork, Ireland. The 50/50 joint
venture with Hytherm (Ireland) Limited will conduct business under the name
Tuscarora Ireland Limited. The purchase price was not material.

During the fiscal year ended August 31, 2000, the Company completed three
acquisitions. In September 1999, the Company purchased the specialty
corrugated container, heavy wall corrugated fabrication and custom wood crating
business of Lane Container Company of Dallas, Texas. The Company is continuing
the business acquired at its current location under a lease with a third party.
In February 2000, the Company purchased the custom wood pallet and container
business of Erickson Wood Products of Belmont, California. The business
acquired was relocated to the Companys existing manufacturing facility in
Hayward, California. In March 2000, the Company purchased the interior foam
cushion fabricating business of Cushion Packaging Company of Dallas, Texas.
The Company is in the process of combining this business with the business
acquired from Lane Container Company. In each acquisition, the Company paid
cash and agreed to pay additional consideration contingent on the operating
performance or certain sales made by the business in the future. Any
additional consideration paid will be accounted for as additional purchase
price. The aggregate purchase price, part of which has been allocated to
goodwill and to covenants not to compete, is not material.

Expenditures in connection with business acquisitions during the 1999 and
1998 fiscal years were also not significant. In February 1999, the Company
acquired the custom molding business, including the associated real estate, of
Berry Packaging, Inc. in Sallisaw, Oklahoma. In June 1998, the
Company acquired a small EPS custom molding business in Meriden, Connecticut and moved
the business acquired to the Companys existing custom molding facility in
Putnam, Connecticut.

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For further information with respect to the business acquisitions during
the last three fiscal years, see Notes 13 and 18 of the Notes to Consolidated
Financial Statements included in the Companys Annual Report to Shareholders
for the 2000 fiscal year and incorporated herein by reference.

For information with respect to the effect of acquisitions on the
increases in the Companys net sales for the 2000 and 1999 fiscal years, see
Managements Discussion and Analysis of Results of Operations and Financial
Condition contained in the Companys Annual Report to Shareholders for the 2000
fiscal year and incorporated herein by reference.

The Company will continue to look for acquisitions which mesh well with
the Companys business.

New Site Development

The Company also establishes manufacturing facilities through new site
development.

During the 2000 fiscal year, the Company established a new integrated
materials facility in Guadalajara, Mexico, primarily to serve high technology
customers (see Foreign Operations above).

The Company will continue to develop new production sites as they are
needed to meet the needs of its customers.

Seasonality

The Companys net sales and net income are subject to some seasonal
variation. The Companys business generally declines in the second fiscal
quarter (primarily in December) due to a reduction in manufacturing activity by
the Companys customers. See Note 19 of the Notes to Consolidated Financial
Statements included in the Companys Annual Report to Shareholders for the 2000
fiscal year and incorporated herein by reference.

Employees

As of August 31, 2000, the Company had 2,188 employees, of which 526 were
employed in the United Kingdom and Mexico. Of the total, 516 were salaried
employees and 1,672 were paid on an hourly basis. Of the hourly employees, 397
at eight manufacturing facilities, including one in the United Kingdom, are
covered by collective bargaining agreements with seven different unions.

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The agreements expire at various dates from November
30, 2001 through May 31, 2004. The Company considers its labor relations to be
good and has never suffered a work stoppage as a result of a labor conflict.

Environmental Considerations

The Company has obtained air and other applicable environmental permits
for all the custom molding facilities in the United States and Mexico. Air
permits are not required in the United Kingdom or Ireland. Certain of the
permits restrict the amount of pentane (a blowing agent contained in the
Companys foam plastic resins) which may be released during the manufacturing
process. Pentane is a volatile organic compound (VOC). VOCs have been linked
to smog in the atmosphere, particularly in densely populated areas. The need
to reduce the emission of this gas has resulted in capital expenditures for
batch pre-expanders which allow the Company to use low pentane content EPS.
Pentane abatement systems have also been installed at certain custom molding
facilities. Air permits have not been required for the Companys integrated
materials and thermoforming facilities.

The Company employs recycling
equipment at its custom molding
and integrated materials facilities. The equipment includes (i) regrinders
which enable the Company to reuse in-house scrap and molded foam received from
original equipment manufacturers, customers and consumers, (ii) EPS densifiers
which enable the Company to compact scrap and molded foam collected for
reprocessing in the polystyrene recycling market and (iii) balers which enable
the Company to compact in-house corrugated paperboard scrap for reprocessing.
In-house scrap resulting from the manufacture of thermoformed products is
returned to the raw material suppliers of these materials for recycling.

If necessary, the Companys products may also be safely landfilled or
incinerated.

During the 2000, 1999 and 1998 fiscal years, the Companys capital
expenditures for environmental matters, including environmental control
equipment, amounted to $1,366,000, $1,168,000 and $1,341,000, respectively.
Capital expenditures for environmental matters during the 2001 fiscal year are
expected to amount to approximately $1,000,000.

In 1996, the Company commenced a voluntary program under which
environmental compliance audits are being conducted over a period of time for
all the Companys manufacturing facilities in the United States. At the end of
the 2000 fiscal year, 26 audits had been completed. The audits have
been conducted by an independent environmental consulting firm and have not resulted
in plans for any significant expenditures for environmental matters.

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There has been public concern that using chloro-fluoro-carbons (CFCs)
in the manufacture of plastic products may deplete the Earths upper
atmospheric ozone layer. The Company does not use, nor has it ever used, CFCs
in the manufacture of any of its products.

Business Segments

During the fourth quarter of the 1999 fiscal year, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information. Management believes that
the Company currently operates in a single business segment as a custom
designer and manufacturer of protective packaging and material handling
products and components.

The geographic distribution of net sales and operating income (loss) for
the 2000, 1999 and 1998 fiscal years and of long-lived assets at August 31,
2000, 1999 and 1998 among the United States, the United Kingdom and Mexico, as
required by SFAS No. 131, is set forth in Note 17 of the Notes to Consolidated
Financial Statements contained in the Companys Annual Report to Shareholders
for the 2000 fiscal year and incorporated herein by reference.







Item 2. Properties.

The Companys headquarters are located at 800 Fifth Avenue, New Brighton,
Pennsylvania 15066.

Manufacturing and Design and Testing Facilities.  The Companys
manufacturing and design and testing facilities are located as follows:

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|                                       |  |         |  |            |  |               |   |         |  |           
|-------------------------------------- |  | ------- |  | ---------- |  | ------------- | - | ------- |  | ----------
|                                       |  | Custom  |  | Integrated |  |               |   |         |  | Design and
|Location                               |  | Molding |  | Materials  |  | Thermoforming |   | Testing
|                                       |  |         |  |            |  |               |   |        
|Hayward, California                    |  | X       |  | X          |  |               |   |         |  | X         
|                                      
|                                      
|                                      
|                                      
|Colorado Springs, Colorado (two sites) |  | X       |  | X          |  |               |   |         |  | X         
|                                      
|                                      
|                                      
|                                      
|Putnam, Connecticut                    |  | X      
|                                      
|                                      
|                                      
|                                      
|Conyers, Georgia (two sites)           |  | X       |  | X          |  |               | X |         |  | X         
|                                      
|                                      
|                                      
|                                      
|Streator, Illinois                     |  | X      
|                                      
|                                      
|                                      
|                                      
|Storm Lake, Iowa                       |  | X      
|                                      
|                                      
|                                      
|                                      
|Holden, Massachusetts                  |  |         |  | X          |  |               |   |         |  | X         
|                                      
|                                      
|                                      
|                                      
|Chesaning, Michigan                    |  | X      
|                                      
|                                      
|                                      
|                                      
|Grand Blanc, Michigan                  |  |         |  |            |  |               |   |         |  | X         
|                                      
|                                      
|                                      
|                                      
|Saginaw, Michigan                      |  |         |  | X         
|                                      
|                                      
|                                      
|                                      
|Tupelo, Mississippi                    |  | X      
|                                      
|                                      
|                                      
|                                      
|Las Cruces, New Mexico                 |  | X      
|                                      
|                                      
|                                      
|                                      
|Cortland, New York                     |  | X      
|                                      
|                                      
|                                      
|                                      
|Butner, North Carolina                 |  | X      
|                                      
|                                      
|                                      
|                                      
|Marion, Ohio                           |  | X      
|                                      
|                                      
|                                      
|                                      
|Sandusky, Ohio                         |  |         |  |            |  |               | X |        
|                                      
|                                      
|                                      
|                                      
|Sallisaw, Oklahoma                     |  | X      
|                                      
|                                      
|                                      
|                                      
|Darlington, Pennsylvania               |  |         |  | X         
|                                      
|                                      
|                                      
|                                      
|New Brighton, Pennsylvania             |  | X       |  |            |  |               |   |         |  | X         
|                                      
|                                      
|                                      
|                                      
|Greeneville, Tennessee                 |  | X       |  | X         
|                                      
|                                      
|                                      
|                                      
|Lewisburg, Tennessee                   |  | X      

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|                          |  |         |  |            |  |               |   |         |  |           
|------------------------- |  | ------- |  | ---------- |  | ------------- | - | ------- |  | ----------
|                          |  | Custom  |  | Integrated |  |               |   |         |  | Design and
|Location                  |  | Molding |  | Materials  |  | Thermoforming |   | Testing
|                          |  |         |  |            |  |               |   |        
|                         
|                         
|                         
|                         
|Mt. Pleasant, Tennessee   |  | X      
|                         
|                         
|                         
|                         
|Brenham, Texas            |  | X      
|                         
|                         
|                         
|                         
|Dallas, Texas             |  |         |  | X          |  |               |   |         |  | X         
|                         
|                         
|                         
|                         
|Sterling, Virginia        |  | X      
|                         
|                         
|                         
|                         
|Burlington, Wisconsin     |  |         |  | X          |  |               | X |        
|                         
|                         
|                         
|                         
|Pardeeville, Wisconsin    |  | X      
|                         
|                         
|                         
|                         
|Tijuana, B.C.,
Mexico     |  | X       |  | X          |  |               | X |         |  | X         
|                         
|                         
|                         
|                         
|Juarez, Chih.,
Mexico     |  | X       |  | X         
|                         
|                         
|                         
|                         
|Guadalajara, Jal.,
Mexico |  |         |  | X         
|                         
|                         
|                         
|                         
|Northampton, England      |  | X       |  |            |  |               |   |         |  | X         
|                         
|                         
|                         
|                         
|Spennymoor, England       |  | X      
|                         
|                         
|                         
|                         
|Livingston, Scotland      |  | X       |  | X         
|                         
|                         
|                         
|                         
|Cork, Ireland             |  | X      

During the 2000 fiscal year, the Company closed a custom molding facility
in London, England and redistributed its business among other U.K.
facilities. During the 2000 fiscal year, the Company, acquired the integrated
materials facility in Dallas, Texas (see Business Acquisitions under Item 1),
established a new integrated materials facility in Guadalajara, Mexico (see
New Site Development under Item 1), transferred its integrated materials
operations in Beaver, Pennsylvania to the facility in Darlington, Pennsylvania
and discontinued an integrated materials facility in Lindon, Utah.

In September 2000, the Company acquired the custom molding facility in Mt.  Pleasant, Tennessee (see Business Acquisitions under Item 1) and in October 2000, the
Company acquired a 50% interest in the custom molding facility in Cork, Ireland (see Business Acquisitions under Item 1).

Other Facilities. The Companys mold making facility is in Sun Prairie,
Wisconsin. This facility is considered a manufacturing facility because most
of the aluminum production molds that are made by the Company at this facility
are sold to and are owned by the Companys customers.

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##### Table of Contents



Miscellaneous. Most of the custom molding facilities are owned while a
majority of the other facilities are leased. The Company has options to
purchase most of the leased facilities and generally makes substantial
leasehold improvements to, and exercises its options to purchase, the leased
facilities. The leases expire at various dates through March 2010. In many
cases, the leases may be extended at the Companys option.

The Company has warehouse facilities at each manufacturing location.
Additional warehouse facilities are located near certain of the Companys
manufacturing facilities and near the manufacturing facilities of certain major
customers. All the outside warehouse facilities are leased.

The Company believes that its facilities are generally well suited for
their respective uses and that they are generally adequately sized and designed
to provide the operating efficiencies necessary for the Company to be
competitive. The Company continually expands and modernizes its existing
facilities and establishes new facilities as necessary to meet the demand for
its products.

Information with respect to the machinery and equipment used in the
Companys manufacturing operations and the Companys transportation equipment
is included in Item 1 of this annual report. The information is incorporated
in this Item 2 by reference.







Item 3. Legal Proceedings.

John C. Bartram, Administrator of the Estate of Dwayne Scott Mount,
Deceased v. Tuscarora Incorporated, et al. Case No. 96CV-0511 in the Court of
Common Pleas for Marion County, Ohio. In December 1996, the Administrator of
the Estate of Dwayne Scott Mount (the Decedent) filed a Complaint for
Wrongful Death in the captioned civil action against the Company and Toyo
Machine and Metal Co., Ltd. (Toyo). Decedent, an employee of the Company,
was killed in May 1996 while working on a molding machine at the Companys
custom molding plant in Marion, Ohio. The molding machine was manufactured by
Toyo. Count I of the Complaint states an intentional employer tort claim and
alleges that the Decedent was wrongfully killed as a result of certain alleged
intentional conduct of the Company. Under Count I, plaintiff seeks both
compensatory and punitive damages from the Company of not less than $5,000,000.
Count II of the Complaint stated a products liability claim and alleged that
the Decedent was wrongfully killed as a result of the defective design and/or
manufacture of the molding machine by Toyo. Under Count II, plaintiff sought
both compensatory and punitive damages from Toyo. In March 1999, plaintiff voluntarily dismissed,
without prejudice, its claims against Toyo.

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Having learned during discovery that the Company did not own the molding
machine but used it under an agreement with Kaneka America Corporation (Kaneka
America), the plaintiff, upon Motion made to the Court in April 1998, was
permitted by the Court to file an Amended Complaint which named Kaneka America
and Kaneka Texas Corporation (Kaneka Texas) as additional defendants. Kaneka
America, the owner of the molding machine at the time it was acquired by the
Company, leased the machine to Kaneka Texas in April 1992 and then sold it to
Kaneka Texas in March 1995. The Amended Complaint added a Count III which
stated a breach of contract claim against Kaneka America and/or Kaneka Texas
alleging that the Decedent was wrongfully killed as a result of the failure of
Kaneka America and/or Kaneka Texas to assist the Company in maintaining the
safety of the molding machine pursuant to the agreement between the Company and
Kaneka America. Under Count III, plaintiff sought both compensatory and
punitive damages from Kaneka America and/or Kaneka Texas of not less than
$5,000,000. In June 1999, plaintiff settled its claims against Kaneka America
and Kaneka Texas for $75,000.

On May 22, 2000, the trial judge granted the Companys Motion for Summary
Judgment, thus adjudicating the lawsuit in favor of the Company. On May 23,
2000, the plaintiff filed an appeal with the Third District Court of Appeals,
Marion County, Ohio. The Company is vigorously contesting the appeal. In the
opinion of management, the final disposition of the lawsuit should not have a
material adverse effect on the Companys financial position or results of
operations.

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##### Table of Contents









Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders of the Company
during the fiscal quarter ended August 31, 2000.

Executive Officers of the Company

In accordance with Instruction 3 to Item 401(b) of Regulation S-K,
information with respect to the executive officers of the Company is set forth
below.

|                     |  |     |    |                         |  |                                                             
|-------------------- |  | --- | -- | ----------------------- |  | ------------------------------------------------------------
|Name                 |  | Age |    | Office with the Company
|                     |  |     |    |                        
|John P. OLeary, Jr. |  |     | 53 |                         |  | President and Chief Executive Officer                       
|                    
|                    
|                    
|                    
|David C. OLeary     |  |     | 51 |                         |  | Senior Vice President and Chief
Operating Officer           
|                    
|                    
|                    
|                    
|Brian C. Mullins     |  |     | 59 |                         |  | Senior Vice President, Chief Financial
Officer and Treasurer

John P. OLeary, Jr. has been President and Chief Executive Officer of the
Company since prior to September 1995. He has been a director of the Company
since 1974 and became Chairman of the Board of Directors in August 1994.

David C. OLeary has been a Vice President and the chief operating officer
of the Company since May 1997. His title was changed to Senior Vice President
and Chief Operating Officer in October 1998. He was Vice President-Sales and
Marketing from prior to September 1995 to May 1997. The Vice Presidents in
charge of the Companys operating divisions report directly to David C.
OLeary.

Brian C. Mullins has been Vice President and Treasurer of the Company as
well as its chief financial and accounting officer since prior to September
1995. His title was changed to Senior Vice President, Chief Financial Officer
and Treasurer in October 1998.

John P. OLeary, Jr. and David C. OLeary are brothers.

The executive officers are elected annually by the Board of Directors at
an organizational meeting which is held immediately after each Annual Meeting
of Shareholders.

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##### Table of Contents









PART II







Item 5. Market for Registrants Common Equity and Related Stockholder Matters.

The Companys Common Stock is traded in the over-the-counter market on the
National Market System of the National Association of Securities Dealers
(NASDAQ). The Common Stock trades under the NASDAQ symbol TUSC. As of
August 31, 2000, there were 597 holders of record of the Companys Common
Stock.

Information with respect to the market prices of, and the cash dividends
paid with respect to, the Companys Common Stock during the fiscal years ended
August 31, 2000 and 1999 appears in Note 19 Quarterly Financial Data
(unaudited) of the Notes to Consolidated Financial Statements contained in the
Companys Annual Report to Shareholders for the fiscal year ended August 31,
2000 and is incorporated herein by reference.







Item 6. Selected Financial Data.

The selected financial data required by this Item 6 is furnished by the
Eleven Year Consolidated Financial Summary which appears on the bottom half
of the inside front cover of the Companys Annual Report to Shareholders for
the fiscal year ended August 31, 2000 and is incorporated herein by reference.







Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation.

The information required by this Item 7 appears under the caption
Managements Discussion and Analysis of Results of Operations and Financial
Condition on pages 27 through 31 of the Companys Annual Report to
Shareholders for the fiscal year ended August 31, 2000 and is incorporated
herein by reference.







Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The quantitative and qualitative disclosure about market risk required by
this Item 7A appears in the Managements Discussion and Analysis of Results of
Operations and Financial Condition under the caption Market Risks on page 30
of the Companys Annual Report to Shareholders for the fiscal year ended August
31, 2000 and is incorporated herein by reference.

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##### Table of Contents









Item 8. Financial Statements and Supplementary Data.

The following financial statements and related notes and report appear on
the pages indicated in the Companys Annual Report to Shareholders for the
fiscal year ended August 31, 2000 and are incorporated herein by reference:

|                                                                                                               |  |                 |       | 
|-------------------------------------------------------------------------------------------------------------- |  | --------------- | ----- | 
|                                                                                                               |  | Page(s) in     
|                                                                                                               |  | Annual Report  
|Financial Statements and Related Report                                                                        |  | to Shareholders
|                                                                                                               |  |                
|Consolidated Statements of Income for the
fiscal years ended      August 31, 2000,
1999 and 1998               |  |                 | 13    | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Consolidated Balance Sheets at August 31,
2000 and 1999                                                        |  |                 | 14    | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Consolidated Statements of Cash Flows
for the fiscal years ended      August 31,
2000, 1999 and 1998           |  |                 | 15    | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Consolidated Statements of Shareholders
Equity for the fiscal years ended     
August 31, 2000, 1999 and 1998 |  |                 | 16    | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Notes to Consolidated Financial Statements                                                                     |  |                 | 17-26 | 
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Report, dated October 6, 2000, of Ernst &
Young LLP                                                            |  |                 | 27    | 

The supplementary financial information required by this Item 8 appears in
Note 19 Quarterly Financial Data (unaudited) of the Notes to Consolidated
Financial Statements contained in the Companys Annual Report to Shareholders
for the fiscal year ended August 31, 2000 and is also incorporated herein by
reference.







Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There were no such events and therefore this Item 9 is not applicable.







PART III







Items 10 through 13.

In accordance with the provisions of General Instruction G to Form 10-K,
the information required by Item 10 (Directors and Executive Officers of the
Registrant), Item 11 (Executive Compensation), Item 12 (Security Ownership of
Certain Beneficial Owners and Management) and Item 13 (Certain Relationships
and Related Transactions) is not set forth herein (except for the information
concerning Executive Officers of the Company which appears at the end of Part
I of this annual report) because the Company has already filed its definitive
Proxy Statement for its Annual Meeting of Shareholders to be held on December 19, 2000, which includes such information, with the
Commission. Such information is incorporated herein by reference.

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##### Table of Contents









PART IV







Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

The financial statements, financial statement schedule and exhibits listed
below are filed as part of this annual report:







(a)(1) Financial Statements:

The consolidated financial statements of the Company and its subsidiaries,
together with the report of Ernst & Young LLP, dated October 6, 2000, appearing
on pages 13 through 27 of the Companys Annual Report to Shareholders for the
fiscal year ended August 31, 2000, are incorporated herein by reference (see
Item 8 above).







(a)(2) Financial Statement Schedules:

|              |  |                                                                             |  |             
|------------- |  | --------------------------------------------------------------------------- |  | ------------
|              |  |                                                                             |  | Page in this
|Schedules     |  | Annual Report                                                              
|              |  |                                                                            
|Schedule II - |  | Valuation Account for the fiscal
years ended August 31, 2000,
1999 and 1998 |  | S-1         

The report of Ernst & Young LLP with respect to Schedule II is included in
the consent of Ernst & Young LLP filed with this annual report as Exhibit 23.

All other financial statement schedules are omitted either because they
are not applicable or are not material, or the information required therein is
contained in the consolidated financial statements or notes thereto set forth
in the Companys Annual Report to Shareholders for the fiscal year ended August
31, 2000.







(a)(3) Exhibits:

|        |  |                                                                                                                                                                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|No.     |  | Document                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                 
|3(i)    |  | Restated Articles of Incorporation, as amended by the Companys
shareholders at the Annual Meeting of Shareholders held on December 17,
1998, and Statement with Respect to Shares of Series A Junior
Participating Preferred Stock, filed as Exhibit 3(i) to the Companys
quarterly report on Form 10-Q for the fiscal quarter

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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|No.     |  | Document                                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|       
|       
|       
|        |  | ended November 30, 1998 and incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                     
|       
|       
|       
|       
|3(ii)   |  | By-Laws, as amended and restated by the Companys Board of Directors
effective April 16, 1998, filed as Exhibit 3(ii) to the Companys annual
report on Form 10-K for the fiscal year ended August 31, 1998 and
incorporated herein by reference.                                                                                                                                                                 
|       
|       
|       
|       
|4       |  | Loan Agreement, dated September 23, 1999, by and among the Company,
Mellon Bank, N.A., KeyBank National Association and Mellon Bank, N.A., as
Agent, with copies of the Notes executed and delivered by the Company in
connection with the Loan Agreement attached, filed as Exhibit 4 to the
Companys annual report on Form 10-K for the fiscal year ended August 31,
1999 and incorporated herein by reference.
|       
|       
|       
|       
|4.1     |  | First Amendment, dated as of May 1, 2000, to the Loan Agreement, dated
September 23, 1999, by and among the Company, Mellon Bank, N.A., KeyBank
National Association and Mellon Bank, as Agent, filed as Exhibit 4 to the
Companys quarterly report on Form 10-Q for the fiscal quarter ended May
31, 2000 and incorporated herein by reference.                                                                 
|       
|       
|       
|       
|4.2     |  | Second Amendment, effective August 31, 2000, to the Loan Agreement, dated
September 23, 1999, by and among the Company, Mellon Bank, N.A., KeyBank
National Association and Mellon Bank, N.A., as Agent, with copies of the
Notes executed and delivered by the Company in connection with the Second
Amendment attached, filed herewith.                                                                         
|       
|       
|       
|       
|4.3     |  | Shareholder Rights Agreement, dated August 17, 1998, between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, filed as
Exhibit 4 to the Companys current report on Form 8-K filed on August 21,
1998 and incorporated herein by reference.                                                                                                                                             
|       
|       
|       
|       
|10.1    |  | 1989 Stock Incentive Plan, as amended by the Companys Board of Directors
and shareholders effective December 15, 1994, filed as Exhibit 10.3 to the
Companys annual report on Form 10-K for the fiscal year ended August 31,
1995 and incorporated herein by reference.*                                                                                                                                        
|       
|       
|       
|       
|10.2    |  | 1989 Stock Incentive Plan, as amended by the Companys Board of Directors
effective August 31, 1996, filed as Exhibit 10.4 to the Companys annual
report on Form 10-K                                                                                                                                                                                                                                            

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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|No.     |  | Document                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|       
|       
|       
|        |  | for the fiscal year ended August 31, 1996 and incorporated herein
by reference.*                                                                                                                                                                                                                                                                                                                                                               
|       
|       
|       
|       
|10.3    |  | 1997 Stock Incentive Plan, as adopted by the Companys Board of Directors
on October 17, 1997 and approved by the Companys shareholders on December
18, 1997, filed as Exhibit 10.4 to the Companys annual report on Form 10-K for the
fiscal year ended August 31, 1998 and incorporated herein by reference.*                                                                                                                              
|       
|       
|       
|       
|10.4    |  | Common Stock Purchase Plan for Salaried Employees, as amended by the
Companys Board of Directors on October 11, 1996, filed as Exhibit 10.5 to
the Companys annual report on Form 10-K for the fiscal year ended August
31, 1996 and incorporated herein by reference.*                                                                                                                                                                      
|       
|       
|       
|       
|10.5    |  | Deferred Compensation Plan for Non-Employee Directors, as adopted by the
Companys Board of Directors on December 14, 1994, filed as Exhibit 10.6
to the Companys quarterly report on Form 10-Q for the fiscal quarter
ended February 28, 1995 and incorporated herein by reference.*                                                                                                                                                         
|       
|       
|       
|       
|10.6    |  | Retirement Policy and Plan for Non-Employee Directors, as amended by the
Companys Board of Directors on December 14, 1994, filed as Exhibit 10.7
to the Companys quarterly report on Form 10-Q for the fiscal quarter
ended February 28, 1995 and incorporated herein by reference.*                                                                                                                                                         
|       
|       
|       
|       
|10.7    |  | Written description of supplemental retirement benefit for Thomas P.
Woolaway, filed as Exhibit 10.7 to the Companys annual report on Form
10-K for the fiscal year ended August 31, 1995 and incorporated herein by
reference.*                                                                                                                                                                                                              
|       
|       
|       
|       
|10.8    |  | First Amendment to the Tuscarora Incorporated and Subsidiary Companies
Salaried Employees Money Purchase Pension Plan, as adopted by the
Companys Board of Directors on October 11, 1996, providing for additional
employer contributions for certain of the Companys executive officers,
filed as Exhibit 10.9 to the Companys annual report on Form 10-K for the
fiscal year ended August 31, 1996 and incorporated herein by reference.*
|       
|       
|       
|       
|10.9    |  | Tuscarora Incorporated Supplemental Executive Retirement Plan, as adopted
by the Companys Board of Directors on February 9, 1996, and related
Consent of the Companys Compensation Committee, dated October 11, 1996,                                                                                                                                                                                                                        

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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|No.     |  | Document                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|        |  | designating certain of the Companys executive officers as Plan
participants, and form of Participation Agreement, filed as
Exhibit 10.10 to the Companys annual report on Form 10-K for the
fiscal year ended August 31, 1996 and incorporated herein by
reference.*                                                                                                  
|       
|       
|       
|       
|10.10   |  | Indemnification and Insurance Agreement, dated December 15, 1994,
between the Company and Robert W. Kampmeinert (substantially identical
agreements have been entered into with all the Companys present
directors), filed as Exhibit 10.11 to the Companys annual report on Form
10-K for the fiscal year ended August 31, 1998 and incorporated herein by
reference.
|       
|       
|       
|       
|13      |  | Those portions of the Annual Report to Shareholders for the fiscal year
ended August 31, 2000 which are expressly incorporated in this annual
report by reference, filed herewith.                                                                                                                                                                                      
|       
|       
|       
|       
|21      |  | List of subsidiaries of the Company, filed herewith.                                                                                                                                                                                                                                                                                                                    
|       
|       
|       
|       
|23      |  | Consent of Ernst & Young LLP, filed herewith.                                                                                                                                                                                                                                                                                                                           
|       
|       
|       
|       
|24      |  | Powers of Attorney, filed herewith.                                                                                                                                                                                                                                                                                                                                     
|       
|       
|       
|       
|27      |  | Financial Data Schedule for the fiscal year ended August 31, 2000, filed
herewith.                                                                                                                                                                                                                                                                                      



---

|* |  | Management contract or compensatory plan, contract or
arrangement required to be filed by Item 601(b)(10)(iii) of
Regulation S-K.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------

The Company agrees to furnish to the Commission upon request copies of all
instruments defining the rights of holders of long-term debt of the Company and
its subsidiaries which are not filed as a part of this annual report.

Copies of the exhibits filed as a part of this annual report are available
at a cost of $.20 per page to any shareholder upon written request to Brian C.
Mullins, Senior Vice President, Chief Financial Officer and Treasurer,
Tuscarora Incorporated, 800 Fifth Avenue, New Brighton, Pennsylvania 15066.







(b) Reports on Form 8-K:

The Company filed one current report on Form 8-K on
June 12, 2000 reporting under Item 5 developments
related to the John C.
Bartram litigation in the Court of Common Pleas for Marion County, Ohio (see
Item 3 of this annual report).

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SIGNATURES

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

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| | Tuscarora Incorporated
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| | By                     | /s/ John P. OLeary, Jr.       
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| |                        | John P. OLeary, Jr., President
| |                        | and Chief Executive Officer    

Date: November 29, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
in the capacities indicated on November 29, 2000:

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|/s/ John P. OLeary, Jr.        |  | /s/ Brian C. Mullins 
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|John P. OLeary, Jr.            |  | Brian C. Mullins     
|(Director and Chief             |  | (Principal Financial 
|Executive Officer)              |  | Officer and Principal
|                                |  | Accounting Officer)  
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|David I. Cohen                 
|Abe Farkas                     
|Karen L. Farkas                
|Robert W. Kampmeinert          
|Jeffery L. Leininger           
|David C. OLeary               
|Harold F. Reed, Jr. and        
|Thomas P. Woolaway,            
|Directors                      
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|By      /s/    Brian C. Mullins
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|Brian C. Mullins,              
|Attorney-in-Fact               

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TUSCARORA INCORPORATED
Schedule II Valuation Account
Years Ended August 31, 2000, 1999 and 1998

|                                |  |            |          |            |  |               |         |           |  |            |         |  |  |   |         | 
|------------------------------- |  | ---------- | -------- | ---------- |  | ------------- | ------- | --------- |  | ---------- | ------- |  |  | - | ------- | 
|                                |  | Balance at |          | Charged to |  |               |         |           |  | Balance at
|                                |  | Beginning  |          | Costs and  |  |               |         |           |  | End       
|Description                     |  | of Period  |          | Expenses   |  | Deductions(1) |         | of Period
|                                |  |            |          |            |  |               |         |          
|Allowance for
doubtful accounts
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|Year Ended
August 31, 2000      |  |            | $670,033 |            |  | $             | 121,485 |           |  | $          | 157,013 |  |  | $ | 634,505 | 
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|Year Ended
August 31, 1999      |  |            | $651,720 |            |  | $             | 145,319 |           |  | $          | 127,006 |  |  | $ | 670,033 | 
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|Year Ended
August 31, 1998      |  |            | $674,689 |            |  | $             | 311,711 |           |  | $          | 334,680 |  |  | $ | 651,720 | 



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|(1) |  | Uncollected receivables written off, net of recoveries.
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S-1



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TUSCARORA INCORPORATEDFORM 10-K FOR
FISCAL YEAR AUGUST 31, 2000
EXHIBIT INDEX



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|Exhibit
|No.     |  | Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3(i)    |  | Restated Articles of Incorporation, as amended by the Companys
shareholders at the Annual Meeting of Shareholders held on December 17,
1998, and Statement with Respect to Shares of Series A Junior
Participating Preferred Stock, filed as Exhibit 3(i) to the Companys
quarterly report on Form 10-Q for the fiscal quarter ended November 30, 1998 and incorporated herein by reference.                                                                                                
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|3(ii)   |  | By-Laws, as amended and restated by the Companys Board of Directors
effective April 16, 1998, filed as Exhibit 3(ii) to the Companys annual
report on Form 10-K for the fiscal year ended August 31, 1998 and
incorporated herein by reference.                                                                                                                                                                                                                                             
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|4       |  | Loan Agreement, dated September 23, 1999, by and among the Company,
Mellon Bank, N.A., KeyBank National Association and Mellon Bank, N.A., as
Agent, with copies of the Notes executed and delivered by the Company in
connection with the Loan Agreement attached, filed as Exhibit 4 to the
Companys annual report on Form 10-K for the fiscal year ended August 31,
1999 and incorporated herein by reference.                                                                            
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|4.1     |  | First Amendment, dated as of May 1, 2000, to the Loan Agreement, dated
September 23, 1999, by and among the Company, Mellon Bank, N.A., KeyBank
National Association and Mellon Bank, as Agent, filed as Exhibit 4 to the
Companys quarterly report on Form 10-Q for the fiscal quarter ended May
31, 2000 and incorporated herein by reference.                                                                                                                                             
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|4.2     |  | Second Amendment, effective August 31, 2000, to the Loan Agreement, dated
September 23, 1999, by and among the Company, Mellon Bank, N.A., KeyBank
National Association and Mellon Bank, N.A., as Agent, with copies of the
Notes executed and delivered by the Company in connection with the Second
Amendment attached, filed herewith.                                                                                                                                                     
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|4.3     |  | Shareholder Rights Agreement, dated August 17, 1998, between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, filed as
Exhibit 4 to the Companys current report on Form 8-K filed on August 21,
1998 and incorporated herein by reference.                                                                                                                                                                                                                         
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|10.1    |  | 1989 Stock Incentive Plan, as amended by the Companys Board of Directors
and shareholders effective December 15, 1994, filed as Exhibit 10.3 to the
Companys annual report on Form 10-K for the fiscal year ended August 31,
1995 and incorporated herein by reference.*                                                                                                                                                                                                                    
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|10.2    |  | 1989 Stock Incentive Plan, as amended by the Companys Board of Directors
effective August 31, 1996, filed as Exhibit 10.4 to the Companys annual
report on Form 10-K                                                                                                                                                                                                                                                                                                                        
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|        |  | for the fiscal year ended August 31, 1996 and incorporated herein
by reference.*                                                                                                                                                                                                                                                                                                                                                                                                              
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|10.3    |  | 1997 Stock Incentive Plan, as adopted by the Companys Board of Directors
on October 17, 1997 and approved by the Companys shareholders on December
18, 1997, filed as Exhibit 10.4 to the Companys annual report on Form 10-K for the
fiscal year ended August 31, 1998 and incorporated herein by reference.*                                                                                                                                                                             
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|10.4    |  | Common Stock Purchase Plan for Salaried Employees, as amended by the
Companys Board of Directors on October 11, 1996, filed as Exhibit 10.5 to
the Companys annual report on Form 10-K for the fiscal year ended August
31, 1996 and incorporated herein by reference.*                                                                                                                                                                                                                     
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|10.5    |  | Deferred Compensation Plan for Non-Employee Directors, as adopted by the
Companys Board of Directors on December 14, 1994, filed as Exhibit 10.6
to the Companys quarterly report on Form 10-Q for the fiscal quarter
ended February 28, 1995 and incorporated herein by reference.*                                                                                                                                                                                                        
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|10.6    |  | Retirement Policy and Plan for Non-Employee Directors, as amended by the
Companys Board of Directors on December 14, 1994, filed as Exhibit 10.7
to the Companys quarterly report on Form 10-Q for the fiscal quarter
ended February 28, 1995 and incorporated herein by reference.*                                                                                                                                                                                                        
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|10.7    |  | Written description of supplemental retirement benefit for Thomas P.
Woolaway, filed as Exhibit 10.7 to the Companys annual report on Form
10-K for the fiscal year ended August 31, 1995 and incorporated herein by
reference.*                                                                                                                                                                                                                                                             
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|10.8    |  | First Amendment to the Tuscarora Incorporated and Subsidiary Companies
Salaried Employees Money Purchase Pension Plan, as adopted by the
Companys Board of Directors on October 11, 1996, providing for additional
employer contributions for certain of the Companys executive officers,
filed as Exhibit 10.9 to the Companys annual report on Form 10-K for the
fiscal year ended August 31, 1996 and incorporated herein by reference.*                                               
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|10.9    |  | Tuscarora Incorporated Supplemental Executive Retirement Plan, as adopted
by the Companys Board of Directors on February 9, 1996, and related
Consent of the Companys Compensation Committee, dated October 11, 1996,
designating certain of the Companys executive officers as Plan
participants, and form of Participation Agreement, filed as
Exhibit 10.10 to the Companys annual report on Form 10-K for the
fiscal year ended August 31, 1996 and incorporated herein by
reference.*
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|10.10   |  | Indemnification and Insurance Agreement, dated December 15, 1994,
between the Company and Robert W. Kampmeinert (substantially identical
agreements have been entered into with all the Companys present
directors), filed as Exhibit 10.11 to the Companys annual report on Form
10-K for the fiscal year ended August 31, 1998 and incorporated herein by
reference.                                                                                                                      
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|13      |  | Those portions of the Annual Report to Shareholders for the fiscal year
ended August 31, 2000 which are expressly incorporated in this annual
report by reference, filed herewith.                                                                                                                                                                                                                                                                                                            
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|21      |  | List of subsidiaries of the Company, filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|23      |  | Consent of Ernst & Young LLP, filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|24      |  | Powers of Attorney, filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|27      |  | Financial Data Schedule for the fiscal year ended August 31, 2000, filed
herewith.                                                                                                                                                                                                                                                                                                                                                                                                            
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|*       |  | Management contract or compensatory plan, contract or arrangement
required to be filed by Item 601(b)(10)(iii)
of Regulation S-K.