UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1
   (Mark One)
   (x)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
          For the fiscal year ended December 31, 1996
                                  OR
   ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                         Commission File Number 333-8925
                          NATIONAL FIBERSTOK CORPORATION
              (Exact name of registrant as specified in its charter)
                  DELAWARE                            23-2574778
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)
      5775 Peachtree Dunwoody Road                       30342
             Suite C-150                               (Zip code)
          Atlanta, Georgia
   (Address of principal executive offices)
   Registrant's telephone number, including area code: (404) 256-1123
                           ____________________________
   Securities registered pursuant to Section 12(b) of the Act:
                           Name of each exchange on: None
   Title of Each Class
   11 5/8% $100,000,000 Senior Unsecured Notes
                           ____________________________
   Securities registered pursuant to Section 12(g) of the Act: None

   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that the
   registrant was required to file such reports), and (2) has been subject to
   such filing requirements for the past 90 days.  x   Yes         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. (   )
<PAGE>

   The aggregate market value of voting stock held by nonaffiliates of the
   registrant was $22,299,419 based upon the price at which the outstanding
   common stock was originally issued.

   As of December 31, 1996, there were 283,803 shares of the registrant's
   Common Stock, par value $0.01 per share outstanding.


                                      ITEM I
                            (of this Amendment No. 1)

   The Form 10-K for the year ended December 31, 1996, filed with the
   Commission on March 31, 1997, is hereby amended by substituting the
   following Item 10 in place of Item 10 found on pages 20 through 22 of the
   report on Form 10-K previously filed with the Commission:


   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The following are the executive officers and directors of National
   Fiberstok Corporation at December 31, 1996 :


   <TABLE>
   <CAPTION>

       NAME                     Age     Position
       <S>                      <C>      <C>
        Robert M. Miklas         45        Director, President and Chief
                                           Executive Officer
        Robert B. Webster        49        Executive Vice President
        Thomas J. Cobery         50        Senior Vice
        James Resnick            49        Senior Vice
        Robert D. Oliver         45        Vice President/Operations
        John D. Weil             49        Chairman of the Board
        David E. De Leeuw        53        Director
        David E. King            38        Director
        Glenn S. McKenzie        44        Director
        Calvin Ingram            63        Director

   </TABLE>

   THOMAS J. COBERY (50), Senior Vice President of NFC since June 1996. Mr.
   Cobery has been President of Label Art, Inc. since November 1987 till June
   28, 1996 (the acquisition date of Transkrit Corporation and subsidiary by
   NFC). Mr. Cobery is currently President of the Tag and Label Manufacturers
   Institute, the major trade association for the label industry in the United
   States.

   DAVID E. DE LEEUW (52), Director of NFC since September 1989. Mr. De Leeuw
   is a managing general partner of MDC Management Company II, L.P., which is
   the general partner of McCown De Leeuw & Co.II, L.P. and McCown De Leeuw
   Associates, L.P.; the managing general partner of MDC Management Company
   IIE, L.P., the general partner of  McCown De Leeuw & Co. Offshore (Europe),
   L.P.; and the managing general partner of MDC Management Company IIA, L.P.,
   the general partner of McCown De Leeuw & Co. Offshore (Asia), L.P. He
   currently serves as a director of American Residential Investment Trust,
   Inc., Vans, Inc., Pelican Companies, MBW Foods Inc., Oursourcing Solutions
   Inc., Nimbus CD International, Inc. and Tiara Motorcoach Corporation.

   CALVIN INGRAM (63), Director of NFC since January 1995. Mr. Ingram has
   served as Chairman of AmeriComm Direct Marketing, Inc. since January 1991.
   Mr. Ingram currently serves as a director of AmeriMarketing Group,
<PAGE>

   AmeriComm Direct Marketing, Associated Premium and National Association of
   Advertising Distributors.

   DAVID E. KING (38), Director of NFC since April 1991. Mr. King is a general
   partner of MDC Management Company II, L.P. Mr. King has been associated
   with McCown De Leeuw & Co. since 1990. He currently serves as a director of
   Outsourcing Solutions Inc., International Data Response Corporation,
   Fitness Holdings, Inc. and ASC Network Corporation.

   GLENN S. MCKENZIE (44), Director of NFC since October 1992. Mr. McKenzie
   has been President of Alpha Investments, Inc., a management consulting
   firm, since October 1991. He currently serves as a director of Specialty
   Paperboard, Inc., Nimbus CD International, Inc., Exeter Health Resources,
   Inc. and Tiara Motorcoach Corporation.

   ROBERT M. MIKLAS (45), Director, President and Chief Executive Officer of
   NFC since June 1990.  Mr. Miklas has been Director, President and Chief
   Executive Officer of DEC since June 1990. Prior to joining DEC, Mr. Miklas
   worked for 15 years with the consumer packaging division of the Boise
   Cascade Corporation and its successor, Sonoco Products Company.

   ROBERT D. OLIVER (45), Vice President/Operations. Mr. Oliver joined NFC in
   December 1993 as Vice President/Manufacturing. Previously, Mr. Oliver was
   an area manufacturing manager with Graham Packaging Company, a HDPE blow
   molding manufacturer. Prior to joining Graham, Mr. Oliver held several
   operational positions with Sonoco Products Company and Boise Cascade
   Corporation.

   JACK RESNICK (49), Senior Vice President of NFC since June 1996. Mr.
   Resnick was Chief Operating Officer of Transkrit from January 1991 until
   June 1996. Prior to joining Transkrit, Mr. Resnick worked in the direct
   mail marketing and business forms industry with Wallace Computer Services,
   Uarco Business Forms and Torrington Product Ventures, where he served as
   President and Vice Chairman.

   ROBERT B. WEBSTER, CPA (49), Executive Vice President and Chief Financial
   Officer of NFC since June 1995. Mr. Webster has been the Executive Vice
   President and Chief Financial Officer of DEC since June 1995. Mr. Webster
   served as Vice President and Chief Financial Officer of Sunds Defibrator,
   Inc., from March 1991 to November 1994. Prior, Mr. Webster worked in the
   business forms and computer industry with Burroughs Corp and Wang
   Laboratories, Inc.

   JOHN D. WEIL (49), Chairman of the Board of Directors of NFC since October
   1995. In 1995, Mr. Weil joined McCown De Leeuw & Co. as an operating
   affiliate to assist in portfolio management. From 1991 to 1994, Mr. Weil
   served as President and Chief Executive Officer of American Envelope
   Company. Between 1983 and 1994, Mr. Weil served as a director of the
   Envelope Manufacturers Association (the "EMA"), as Chairman of the EMA's
   Public Affairs Committee and has served on its Technical, Training, Plant
   Operations and Finance Committees. Mr. Weil also serves as a director of
   Specialty Paperboard, Inc., Tiara Motorcoach Corporation, International
   Data Response Corporation and Sage Enterprises, Inc.


   DIRECTOR COMPENSATION

        Non-employee directors (excluding Mr. De Leeuw, Mr. King and Mr.
   McKenzie) of NFC receive $2,000 per meeting of the Board of Directors,
   $1,000 per special meeting of the Board of Directors and $500 per Committee
   meeting plus, in each case, reimbursement for travel and out-of-pocket
   expenses incurred in connection with attendance at all such meetings. Mr.
   Weil is an employee of NFC and receives compensation.
<PAGE>

   LATE FILINGS

        None.

                                     ITEM II
                            (of this Amendment No. 1)

   The Form 10-K for the year ended December 31, 1996, filed with the
   Commission on March 31, 1997, is hereby amended by substituting the
   following signature pages in place of the signature pages found on pages 28
   through 29 of the report on Form 10-K previously filed with the Commission:

                                    SIGNATURES

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


                            NATIONAL FIBERSTOK CORPORATION


   March 31, 1997      By /s/ Robert M. Miklas            
                             Robert M. Miklas
                             Director, President and Chief
                             Executive Officer


        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
   registrant and in the capacities stated below.


   March 31, 1997       /s/ John D. Weil                    
                        John D. Weil
                        Director, Chairman of the Board


   March 31, 1997       /s/ Robert M. Miklas                
                        Robert M. Miklas
                        Director, President and Chief Executive Officer
                        (Principal Executive Officer)

   March 31, 1997       /s/ David E. De Leeuw               
                        David E. De Leeuw
                        Director


   March 31, 1997       /s/ David E. King                   
                        David E. King
                        Director


   March 31, 1997       /s/ Glenn S. McKenzie               
                        Glenn S. McKenzie
                        Director


   March 31, 1997       /s/ Robert B. Webster               
                        Robert B. Webster
                        Executive Vice President and Chief
                        Financial Officer
                        (Principal Financial and Accounting Officer)
<PAGE>

                                    SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
   Exchange Act of 1934, the registrant has duly caused this Amendment No. 1
   to the report on Form 10-K to be signed on its behalf by the undersigned,
   thereunto duly authorized.


                            NATIONAL FIBERSTOK CORPORATION


   April 15, 1997           By /s/ Robert M. Miklas            
                               Robert M. Miklas
                               Director, President and Chief
                               Executive Officer


        Pursuant to the requirements of the Securities Exchange Act of 1934,
   this Amendment No. 1 to the report on Form 10-K has been signed below by
   the following persons on behalf of the registrant and in the capacities
   stated below.


   April 15, 1997            /s/ John D. Weil                    
                             John D. Weil
                             Director, Chairman of the Board


   April 15, 1997            /s/ Robert M. Miklas                
                             Robert M. Miklas
                             Director, President and Chief Executive Officer
                             (Principal Executive Officer)

   April 15, 1997            /s/ David E. De Leeuw               
                             David E. De Leeuw
                             Director


   April 15, 1997            /s/ David E. King                   
                             David E. King
                             Director

   April 15, 1997            /s/ Glenn S. McKenzie               
                             Glenn S. McKenzie
                             Director

   April 15, 1997            /s/ Robert B. Webster               
                             Robert B. Webster
                             Executive Vice President and Chief
                             Financial Officer
                             (Principal Financial and Accounting Officer)


                                     ITEM III
                            (of this Amendment No. 1)

   The Form 10-K for the year ended December 31, 1996, filed with the
   Commission on March 31, 1997, is hereby amended by substituting the
   following Exhibit 12 in place of Exhibit 12 found on page 52 of the report
   on Form 10-K previously filed with the Commission: