FORM 8-K - CURRENT REPORT

             (As last amended in Rel. No. 34-36968, eff. 08/13/92.)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)     February 7, 1997
                                                __________________________

                              Blessings Corporation
_______________________________________________________________________________
             (Exact name of registrant as specified in its charter)

   Delaware                            1-4684                13-5566477
_______________________________________________________________________________
(name or other jurisdiction         (commission             (IRS employer
  of incorporation)                 file number)          identification no.)

    200 Enterprise Drive, Newport News, VA               23603
_______________________________________________________________________________
   (address of principal executive offices)            (zip code)

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

_______________________________________________________________________________
  (former name or former address, if changed since last report.)


                        ________________________________


Item 5.           Other Events

                  See the press release dated  February 6, 1997,  disclosing the
Board of Directors voted not to declare a quarterly dividend on its common stock
effective with the quarterly dividend otherwise payable on March 1, 1997.






CONTACT: James P. Luke
                  Executive Vice President
                  Chief Financial Officer


                              FOR IMMEDIATE RELEASE


         NEWPORT NEWS, VIRGINIA,  FEBRUARY 6, 1997. Blessings  Corporation (AMEX
Symbol BCO) announced  today that its Board of Directors  voted not to declare a
quarterly  dividend on its common stock  effective  with the quarterly  dividend
otherwise payable on March 1, 1997. The previous  quarterly dividend of $.10 per
share was paid on December 1, 1996.

         Concurrently,  the Company  announced  plans to acquire up to 1,000,000
shares of its common  stock in a new and expanded  Stock  Buyback  Program.  The
Company  reported  that the program  provides  for the purchase of shares of the
Company's  common  stock from time to time in the open  market,  or in privately
negotiated  transactions,  in  amounts  and at prices the  Company,  in its sole
judgment, deems appropriate.

         Mr. John W. McMackin, Chairman of the Board of Blessings, in discussing
the  announcement  stated  that:  "After  careful  deliberation,  the  Board  of
Directors has concluded that significant investment  opportunities are available
to the Company which should enhance shareholder value more effectively than cash
dividend payments.  These opportunities  include internal expansion projects, as
well as the buyback of Blessings  common stock for  employee  benefit  plans and
other  corporate  purposes."  Mr.  McMackin  also noted that:  "In recent years,
Blessings has become increasingly growth oriented and has committed considerable
capital investment in pursuit of new products, new processes and new markets. We
believe that shareholders readily recognize that investment in pursuit of growth
opportunities,  and the purchase of Blessings  common  stock,  is clearly in the
long-term best interests of the Company and overall shareholder value."






                                    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.

                           Registrant:
                           ___________

                           BLESSINGS CORPORATION



                           By:           /s/  James P. Luke
                                      _______________________________________
                                      James P. Luke, Executive Vice President
                                      Secretary/Treasurer

Date:    February 7, 1997