SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                               SEPTEMBER 24, 2004


                               PLIANT CORPORATION
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               (Exact name of company as specified in its charter)


           UTAH                          333-40067               87-0496065
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(State or other jurisdiction     (Commission file number)      (IRS Employer
       incorporation)                                        Identification No.)

           1475 WOODFIELD ROAD, SUITE 700, SCHAUMBURG, ILLINOIS 60173
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (847) 969-3300
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              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE

          (Former name or former address if changed since last report)







ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On September 24, 2004, we adopted a 2004  Restricted  Stock  Incentive Plan (the
"Plan"),  pursuant  to  which  we  intend  to sell to our  President  and  Chief
Executive Officer and selected  additional  officers of the Company an aggregate
of 720 shares of newly-created,  non-voting Series B Redeemable  Preferred Stock
("Series B Preferred  Stock") for a cash purchase  price of $162 per share.  The
Series B Preferred  Stock has not been  registered  under the  Securities Act of
1933 and will be restricted against transfer.  The Series B Preferred Stock will
be issued in private  transactions  with  officers of the Company and  therefore
exempt from the  registration  requirements of the Securities  Act,  pursuant to
Section  4(2)  thereof.  The  Series B  Preferred  Stock  will be  automatically
converted into common equity of the Company upon the consummation of a Qualified
Public  Offering of such  common  equity,  defined as a sale in an  underwritten
public offering  registered  under the Securities Act of shares of capital stock
of the Company  resulting in aggregate  proceeds (net of underwriting  discounts
and  commissions)  to the  Company  of not less than $100  million.  The Plan is
attached as Exhibit 10.1 to this report.

ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
          YEAR.

Effective as of September 24, 2004, we have amended and restated our Articles of
Incorporation  to  authorize  the Series B  Preferred  Stock.  The  preferences,
limitations and relative rights of the Series B Preferred Stock are described in
Section 3.3(c) of the Fourth Amended and Restated  Articles of  Incorporation of
the Company attached as Exhibit 3.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

     EXHIBIT NO.         DOCUMENT

         3.1             Fourth Amended and Restated Articles of Incorporation

        10.1             2004 Restricted Stock Incentive Plan


SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                           Pliant Corporation


Date: September 30, 2004                 By:   /s/ James Ide
                                            ----------------------------------
                                            James Ide
                                            Executive Vice President and Chief
                                            Financial Officer