8-K

                                    FORM 8-K


                       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

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       Date of Report (Date of Earliest Event Reported): May 23, 2003


                                  BONTEX, INC.
             (Exact name of Registrant as specified in its charter)


   Virginia                        0-5200                   54-0571303
(State or other                 (Commission               (IRS Employer
 jurisdiction of                 File Number)            Identification No.)
 incorporation)

                                ONE BONTEX DRIVE,
                        BUENA VISTA, VIRGINIA           24416-1500
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code:  540-261-2181



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





Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)    Exhibits

                Exhibit No.    Description

                99.1           News Release of Bontex, Inc. issued May 23, 2003

Item 9.  REGULATION FD DISCLOSURE

         On May 23, 2003, Bontex, Inc. issued a news release regarding the
approval of a reorganization of its European operations. A copy of the news
released is attached hereto as Exhibit 99.1 and is furnished to the Securities
and Exchange Commission pursuant to Item 9 of Form 8-K.








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                                   SIGNATURES


         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.


                                            BONTEX, INC.



                                            By     /s/ James C. Kostelni
                                                   ---------------------
                                                     James C. Kostelni
                                                     President and Chief
                                                      Executive Officer


Date: June 6, 2003



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                                INDEX TO EXHIBITS


         Exhibit No.       Description

         99.1              News Release of Bontex, Inc. issued May 23, 2003





                                       4

EX-99

                                                                 Exhibit 99.1

BONTEX
==============================================================================
                                  NEWS RELEASE
- ------------------------------------------------------------------------------
                                                                  May 23, 2003
==============================================================================

Subject:          BONTEX REORGANIZATION & RESTRUCTURING OF EUROPEAN OPERATIONS
SOURCE:           JAMES C. KOSTELNI, CHAIRMAN OF THE BOARD AND CEO
- ------------------------------------------------------------------------------
        BONTEX, One Bontex Drive, Buena Vista, VA 24416 Tel 540/261-2181
                                Fax 540/261-3784
                            E-mail bontex@bontex.com
      *Bontex SA Belgium* Bontex Italia *Bontex De Mexico*Bontex Hong Kong*
                       Bontex China http://www.bontex.com
- ------------------------------------------------------------------------------

ANNOUNCEMENT

     The Board of Directors for Bontex, Inc. has unanimously approved the
reorganization and restructuring of the Company's European operations which will
consolidate and centralize the Company's European offices at the EU headquarters
of BONTEX S.A. in Stembert, Belgium. BONTEX will continue to maintain a sales
office and logistic warehouse in Italy staffed with an experienced sales team.
This restructuring is part of BONTEX's on- going effort to increase operating
efficiency and reduce costs. This restructuring will also enhance management's
oversight of the Company's European operations.

     As part of the restructuring, and as previously announced, Bontex has
entered into a contract to sell the building in Italy for 1.6 million euro. The
final sale of the building is contingent on several conditions, including the
buyer obtaining adequate financing. The sale is expected to be executed on or
before June 30, 2003. The net proceeds from the sale will be utilized for debt
reduction relating to, among other things, significant fraud losses.

CORPORATE PROFILE

     Bontex, Inc. was originally founded in June 1946 under the laws of the
State of New Jersey as a leather processing operation. Today, Bontex, Inc. is a
leading worldwide manufacturer and distributor of uncoated and coated
elastomeric wet web impregnated fiberboard products, generally described by the
trademark BONTEX. BONTEX is primarily used as an insole material in footwear, as
well as visorboard in headwear, dielectric sealing base in automotive door
panels, backing substrate, stiffener, and laminating base in luggage,
leathergoods, and allied products. All BONTEX fiberboard products are designed
to be "environmentally-friendly" because BONTEX uses recycled and primary
cellulose fibers originally derived from trees, a renewable resource.

     BONTEX manufacturers uncoated and coated BONTEX fiberboard products;
breathable cushion foams, which are marketed under the trademarks BON-FOAM,
MAXXON, and SURE-FOAM, and are sold in a variety of grades for use as shock
absorbing insole material; BON-PEL, a wet web nonwoven substrate, which is
exceptionally strong and flexible; BONTEX 48 MA, an uncoated visorboard for use
in military headwear, which has been approved by NATICK military laboratory.
BONTEX also combines certain products, such as foams, fabrics, and vinyls with
BONTEX fiberboard. Additionally, BONTEX is the distributor globally to the
footwear industry of an expanded polyurethane material trademarked MAXXON LS.
BONTEX also markets to the footwear industry a range of nonwoven products under
the Company's trademark BON-STITCH, primarily used as an insole and vamp lining.
BONTEX is continuing to embark on repositioning the Company to manufacture and
supply a range of advanced material systems to both footwear and non-footwear
applications. During the previous three years, the company has successfully
introduced several new products, and during the next year, the Company
anticipates introducing several additional new products.






     Bontex is ISO 9001 certified, and also has the SATRA Quality Mark on a
number of core products, and a SATRA Certified Laboratory.

     The Company maintains global headquarters, manufacturing, and converting
facilities at Bontex USA, Buena Vista, Virginia; European headquarters and
manufacturing at Bontex S.A., Stembert, Belgium; a distribution operation at
Villafranca, Italy; and marketing organizations at Bontex de Mexico, Bontex
Vietnam, Bontex, Guangzhou, China, Bontex Hong Kong. Bontex also maintains a
network of liaison offices and distributors globally to market Bontex products.

SAFE HARBOR DISCLOSURE

     The foregoing discussion may contain forward-looking statements within the
meaning of the Private Securities Litigation Act of 1995. Forward-looking
statements include, without limitation, statements about financing plans, cash
flows, availability of capital, growth opportunities, benefits from new
technologies, financial condition, capital expenditures, future results of
operations or market conditions and involve certain risks, uncertainties and
assumptions. The words "estimate," "project," "intend," "expect," "believe," and
similar expressions are intended to identify forward-looking statements. These
and other forward-looking statements are found at various places throughout this
report, and you are cautioned not to place undue reliance on these forward-
looking statements. These forward-looking statements should, therefore, be
considered in light of various relevant factors. Actual results may differ
materially from these forward-looking statements. Factors that could cause or
contribute to those differences include, but are not limited to, excessive
worldwide footwear inventories, a shrinking U.S. domestic market for the
Company's products, decreased sales to key customers, increased competition from
non-woven materials, the reduction of prices by competitors, the increase in the
relative price of the Company's products due to increased pulp and latex prices,
energy costs, capital, liquidity, unexpected foreign tax liabilities, the impact
of any unusual items resulting from ongoing evaluations of the Company's
business strategies, decreases in the Company's borrowing base, increased
funding requirements for the Company's pension plan, inability to recover
deferred tax assets, a market shift in demand from higher-quality products to
more economical grade products and uncertainties in the market place due to
terrorism, SARS especially in the Far East, and threat of war on the Korean
peninsula.