8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  FORM 8-A12B/A
                                 Amendment No. 3

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                HUNT CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                21-0481254
  ------------------------             ----------------------------------
  (State of incorporation              (IRS employer identification number)
     or organization)


              One Commerce Square
              2005 Market Street
               Philadelphia, PA                                 19103-7085
    ----------------------------------------                    ----------
    (Address of principal executive offices)                    (Zip code)

Securities to be registered pursuant to Section 12(b) of the Act: Not applicable

          Common Shares, par value $.10 per share (already registered)
          -------------------------------------------------------------
                                (Title of Class)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box [ ]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), check the following box.[ ]

Securities Act registration statement file number to which this form relates (if
applicable): Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

                                  None
                             ----------------
                             (Title of Class)





Item 1.           Description of Registrant's Securities to be Registered.

                  The Common Shares, as described below, of Hunt Corporation
currently are registered under Section 12(b) of the Securities Exchange Act of
1934 and are listed on the New York Stock Exchange. This amended Form 8-A12B/A
is being filed for the purpose of setting forth a consolidated, updated summary
description of such Common Shares reflecting, among other things, the recent
amendment of our Restated Articles of Incorporation electing not to be subject
to a certain Pennsylvania anti-takeover law.

                          DESCRIPTION OF COMMON SHARES

                  The following is only a summary description of Hunt
Corporation's Common Shares, as well as of certain related provisions of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PaBCL"). For
detailed information concerning these matters, please refer to our Restated
Articles of Incorporation, as amended ("Articles"), and By-laws and other
exhibits to this report, and to the applicable provisions of the PaBCL.

                  The authorized capital stock which we currently are authorized
by our Articles to issue consists of 40,000,000 Common Shares, par value $.10
per share ("Common Shares"), and 1,000,000 Preferred Shares, par value $.10 per
share ("Preferred Shares").

                  The holders of Common Shares are entitled to one vote per
share for each share held of record by them on all matters submitted to a vote
of shareholders. In the election of directors there is cumulative voting, which
means that a holder of Common Shares may multiply the number of votes that such
shareholder is entitled to cast by the total number of directors to be elected
at a meeting of shareholders and may cast the whole number of such votes for one
candidate or may distribute them among some or all of the candidates. Subject to
possible superior rights of any series of Preferred Shares that may be issued,
holders of Common Shares are entitled to receive such dividends per share as may
be declared by our Board of Directors on the Common Shares, and in the event of
a liquidation or dissolution of Hunt Corporation, are entitled to share pro-rata
in all our remaining assets and funds after our liabilities have been satisfied
or provided for. (Certain of our credit agreements contain representations,
warranties, covenants and conditions, the violation of which could result in
restrictions on our present and future ability to pay dividends). Holders of
Common Shares have no preemptive rights to purchase Common Shares or other
securities which may be issued by us and no right to convert their Common Shares
into any other securities. Further, Common Shares are not subject to future
calls for payments or assessments by us and are not redeemable either by holders
or by us.

                  By resolution of our Board of Directors and without any
further vote or action by the shareholders, we may issue up to the number of
Preferred Shares authorized by our Articles in one or more classes or series and
may fix the designations, preferences, restrictions and special or relative
rights of the shares of each such class or series. This ability to issue
Preferred Shares, while providing us flexibility in connection with possible
acquisitions and for other corporate purposes, could adversely affect the voting
power of holders of Common Shares and could have the effect of making it more
difficult for a person or group to acquire, or of discouraging a person or group
from seeking to acquire, control of the Company. (The Rights to purchase Series
A Participating Preferred Stock (the "Rights") which were attached to the Common
Shares pursuant to our 1990 Rights Plan expired, as did the Rights Plan itself,
on December 31, 2000. Accordingly, the Rights will no longer be registered under
the Exchange Act or listed on the New York Stock Exchange, and the 50,000 shares
of our Series A Preferred Stock which were authorized in 1990 for possible
issuance upon exercise of the Rights have ceased to be a series of Preferred
Shares which the Company is authorized to issue.)

                                      -2-


                  In addition, certain provisions of our Articles and By-laws
and of the PaBCL could have the effect of making it more difficult for a person
or group to acquire, or of discouraging a person or group from seeking to
acquire, control of Hunt Corporation. Included among these are the following:

                  Our Articles and By-laws provide for a classified Board of
Directors consisting of three classes of directors as nearly equal in size as
the then authorized number of directors constituting our Board of Directors
permits. At each annual meeting of shareholders, the class of directors to be
elected at such meeting is elected for a three-year term, and the directors in
the other two classes continue in office. Each class of directors holds office
until the date of the third annual meeting for the election of directors
following the annual meeting at which such director was elected. As a result,
approximately one-third of our Board of Directors is elected each year. Our
Articles further provide, with certain exceptions, that: (i) directors may be
removed, with or without cause, only upon the affirmative vote of at least 70%
of all securities of Hunt Corporation entitled to vote in the election of
directors, and (ii) no director may be removed unless the entire class of which
the director is a member is removed in any case where the votes cast against
such director's removal represent a number of shares sufficient, if cumulatively
voted at an annual election of directors, to elect one or more directors to the
class of which such director is a member. Our classified Board and the
limitations on shareholders' rights to remove directors could make it more
difficult for a potential acquirer to gain control of our Board. Further, our
By-laws require that specific advance notice be given to the Company in order
for a shareholder to nominate a person or persons for election as a director of
the Company or for making other proposals for action at any annual or special
meeting of shareholders.

                  Our By-laws also essentially limit the personal liability of
our directors for monetary damages for any act or omission as a director to the
fullest extent permitted under the terms of the Pennsylvania Directors'
Liability Act, as it may be amended, or under any applicable Pennsylvania
statute thereafter enacted. This provision may prevent us and our shareholders
(through shareholder derivative suits on behalf of Hunt Corporation) from
recovering monetary damages against our directors for breaches of or failures to
perform their duties as directors, including breaches or failures in an
anti-takeover context and/or resulting from grossly negligent conduct. This
provision does not, however, exonerate directors from liability: (i) under any
criminal statute, (ii) for the payment of taxes under federal, state or local
law, or (iii) for self-dealing, willful misconduct or recklessness. Our By-laws
further provide for broad indemnification by us of our officers and directors
against liabilities, essentially to the fullest extent permitted by applicable
law.

                                      -3-


                    Our Articles prohibit us, with certain exceptions, from
entering into certain types of transacations (including a dissolution of the
Company; or a merger with, or a sale of all substantially all of our assets or
any of our voting securities to, a person, entity or group beneficially owning
5% or more of our outstanding voting securities (a "Related Person")) unless
approved by the affirmative vote of the holders of at least 70% of our voting
securities or by a majority of our directors in office who were elected at our
1982 Annual Meeting and other directors in office who were duly elected prior to
the time the person, entity or group became a Related Person.

                    Subchapter F - Business Combinations - of the PaBCL (15 Pa.
C.S. ss.ss. 2551-2556) essentially prohibits us, subject to some exceptions,
from engaging in any merger or other business combination with an "interested
shareholder" unless: (i) the business combination or the acquisition of shares
in which a shareholder becomes an interested shareholder is approved by our
Board of Directors before the shareholder becomes an interested shareholder,
(ii) the interested shareholder beneficially owns at least 80% of our
outstanding voting shares and the business combination satisfies certain "fair
price" criteria and is approved by the holders of a majority of our remaining
shares, or (iii) the holders of a majority of our voting shares (excluding those
held by the interested shareholder unless the fair price criteria are satisfied)
approves the business combination at a meeting held no earlier than five years
after the interested shareholder's acquisition date. An "interested shareholder"
would be any beneficial owner of 20% or more of our voting shares or a person
who is an "affiliate" or an "associate" of ours and who was at any time within
the five-year period prior to the date in question a beneficial owner of 20% or
more of our voting shares.

                    We have exercised our right to elect not to be subject to
certain anti-takeover provisions of the PaBCL, including: (i) Subchapter G, the
"control share" provision, which limits the voting power of a shareholder owning
20% or more of a corporation's voting shares, (ii) Subchapter H, the
"disgorgement" provision, which permits a corporation to recover profits
resulting from the sale of its shares in certain situations, including those in
which a person or group attempts to acquire at least 20% of the corporation's
voting shares, and (iii) Subchapter E, the "control transactions" provision,
which, subject to some exceptions, requires a person or group acquiring voting
power over 20% or more of a corporation's voting shares to purchase for "fair
value the voting shares of any other shareholders of the corporation who so
request. Our election not to be subject to the provisions of Subchapter E was
effected through an amendment of our Articles which was approved by our
shareholders at our Annual Meeting in April 2002.

                    In addition, our Articles and the PaBCL expressly permit our
directors to consider the interests of constituencies other than our
shareholders, such as employees, suppliers, customers and the community, and
other factors in determining whether to approve corporate transactions such as a
takeover of the company and otherwise in discharging their duties as directors.

                                      -4-




Item 2.           Exhibits.

                  Articles, By-laws and instruments defining rights of security
                  holders:

                  3.  (a)    (1) Restated Articles of Incorporation, and (2)
                             Amendment, effective May 2, 2002, of Restated
                             Articles of Incorporation (both filed herewith).

                      (b)    By-laws, as amended (incorp. by ref. to Ex. 3(b)
                             to the Company's Form 8-K filed with the Commission
                             in  January, 2001).


                  4.  (a)    (1) Note Purchase Agreement dated as of August 1,
                             1996 between the Company and several insurance
                             companies, and (2) Consent and Amendment to Note
                             Agreement dated as of November 14, 2001 (incorp.
                             by ref. to Exs. 4(a)(1) and (2), respectively, to
                             the Company's fiscal 2001 Form 10-K).

                      (b)    Credit Agreement dated as of December 21, 2001
                             between the Company and First Union National Bank,
                             Fleet National Bank, and other lenders (incorp.
                             by ref. to Ex. 4(b) to the Company's fiscal 2001
                             Form 10-K).

                             Miscellaneous long-term debt instruments and credit
                             facility agreements of the Company, under which the
                             underlying authorized debt is equal to less than
                             10% of the total assets of the Company and its
                             subsidiaries on a consolidated basis, may not be
                             filed as exhibits to this report. The Company
                             agrees to furnish to the Commission, upon request,
                             copies of any such unfiled instruments.


                                    SIGNATURE


                    Pursuant to the requirements of Section 12 of the Securites
Exchange Act of 1934, as amended, the Registrant has duly caused this amendment
to Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.


                                    HUNT CORPORATION

Date: May 8, 2002                   By  /s/ Dennis S. Pizzica
                                        ---------------------------------------
                                        Dennis S. Pizzica
                                        Vice President, Chief Financial Officer,
                                        Secretary and Treasurer

                                      -5-

EX-3

                                                                 Exhibit 3(a)(1)

                       RESTATED ARTICLES OF INCORPORATION
                                       of
                                HUNT CORPORATION


         1st. The name of the corporation is Hunt Corporation.

         2nd. The location and post office address of its registered office in
the Commonwealth of Pennsylvania is One Commerce Square, 2005 Market Street,
Philadelphia, Pennsylvania 19103-7085.

         3rd. The corporation shall have unlimited power to engage in or to do
any lawful act concerning any or all lawful business for which corporations may
be incorporated under the Act of May 5, 1933, P.L. 364, as amended.

         The corporation is organized under the Act of May 5, 1933, P.L. 364, as
amended.

         4th. The term of which it is to exist is perpetual.

         5th. The aggregate number of shares which the corporation shall have
authority to issue is: 41,000,000 shares, divided into 1,000,000 Preferred
Shares of the par value of $.10 per share, and 40,000,000 Common Shares of the
par value of $.10 per share.

         A description of the shares of each class and a statement of the
preferences, qualifications, limitations, restrictions, and the special or
relative rights granted to or imposed upon the shares of each class, except such
thereof as the Board of Directors is authorized to fix, as hereinafter provided,
is as follows:

                              I. PREFERRED SHARES

         The Preferred Shares may be divided into and issued in series, each
series to be so designated as to distinguish the shares thereof from the shares
of all other series and classes. The Board of Directors of the corporation shall
have authority, by resolution, to divide any or all of the Preferred Shares into
one or more series and, with respect to each series to establish and, prior to
the issue thereof, to fix and determine a distinguishing designation therefor
and to fix and determine:

         (a) the rate at which dividends on the shares shall be declared and
paid or set aside for payment; whether dividends at the rate so determined shall
be cumulative and if so from what date or dates and on what terms; and whether
the shares shall be entitled to any participating or other dividends in addition
to dividends at the rate so determined, and if so on what terms;

         (b) whether or not the shares shall have voting rights, in addition to
the voting rights provided by law, and if so, the terms and conditions thereof;

         (c) whether the shares shall have conversion privileges and, if so, the
terms and conditions of such conversion, including provisions for any adjustment
of the conversion rate;


         (d) whether or not the shares shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or dates upon or
after which they shall be redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at different
redemption dates;

         (e) whether any shares shall be redeemed through sinking fund payments,
and, if so, on what terms;

         (f) the rights of the shares of each series in the event of voluntary
or involuntary liquidation, dissolution, winding up or distribution of the
assets of the corporation; and

         (g) any other relative rights, preferences and limitations of each
series.


                                II. COMMON SHARES

         Except as expressly provided by law or by resolution of the Board of
Directors pursuant to the authority granted under Article 5 I hereof, all voting
rights shall be vested in the holders of the Common Shares.

         6th. The number of directors which shall constitute the whole board of
directors of the corporation shall be the number from time to time fixed by the
by-laws of the corporation, and such number of directors so fixed in such
by-laws may be changed only upon the affirmative vote of (i) the holders of at
least 70% of all the securities of the corporation then entitled to vote on such
change, or (ii) two-thirds of the directors in office at the time of the vote.

         At the time of the corporation's annual meeting of stockholders in
1982, the Board of Directors shall be divided into three classes: Class I, Class
II and Class III. Such classes shall consist of, as nearly as possible, equal
numbers of directors. The term of office of the initial Class I directors shall
expire at the regular annual meeting of stockholders in 1983; the term of office
of the initial Class II directors shall expire at the regular annual meeting of
stockholders in 1984, and the term of office of the initial Class III directors
shall expire at the regular annual meeting of stockholders in 1985, or in each
case when their respective successors are thereafter elected and qualified. At
each annual election held after 1982, the directors chosen to succeed those
whose terms are expiring shall be identified as being of the same class of
directors as those whom they succeed and shall be elected for a term expiring at
the third succeeding regular annual meeting of stockholders after their election
or in each case when their respective successors are thereafter elected and
qualified.

         In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term and (ii) the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of directors so as to maintain such classes as nearly
equal in number as possible. Subject to Sections 4.05(B) and 4.05(C) of the
Pennsylvania Business Corporation Law, any director may be removed with or
without cause only upon the affirmative vote of the holders of at least 70% of
all of the securities of the corporation entitled to vote for the election of
directors; provided that no director shall be removed unless the entire class of
the Board of which the director is a member is removed in any case where the
votes cast against the resolution for said director's removal represent a number
of shares sufficient, if cumulatively voted at an annual election of directors,
to elect one or more directors to the class of [which] the director is a member.



         Should a vacancy occur or be created, whether arising through death,
resignation or removal (otherwise than by vote of the voting stockholders of the
corporation, as provided above) of a director or through an increase in the
number of directors of any class (effected otherwise than by vote of the voting
stockholders of the corporation, as provided above), such vacancy shall be
filled by a majority vote of the remaining directors of the class in which such
vacancy occurs or by the sole remaining director of that class if only one such
director remains or by a majority vote of the remaining directors of the other
two classes if there be no remaining member of the class in which the vacancy
occurs. In all other cases any such vacancy shall be filled by vote of the
voting stockholders of the corporation. A director so elected to fill a vacancy
shall serve for the remainder of the then present term of office of the class to
which he was elected.

         7th. (A) The affirmative vote of the holders of at least 70% of all of
the securities of the corporation entitled to vote shall, except as provided in
paragraph (B) of this Article 7th, be required in order for any of the following
actions or transactions to be effected by the corporation, or approved by the
corporation as stockholder of any subsidiary of the corporation:

                  (i) any merger or consolidation of the corporation or any of
its subsidiaries with or into a Related Person (as hereinafter defined) or any
affiliate, subsidiary or associate (as each of said terms is defined in the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of a Related Person, or

                  (ii) any sale, lease, exchange or other disposition of all or
any substantial part of the assets of the corporation or any of its subsidiaries
to or with a Related Person or any affiliate, subsidiary or associate of a
Related Person, or

                  (iii) any issuance or delivery by the corporation of any
voting securities (or any securities or other instruments convertible into
voting securities) of the corporation or any of its subsidiaries (other than
securities issued or delivered by the corporation pursuant to (a) any present or
future stock option plan or other stock plan created for the benefit of the
officers and employees of the corporation or any of its subsidiaries or (b) any
underwritten public offering) to a Related Person or any affiliate, subsidiary
or associate of a Related Person in exchange for cash, other assets or
securities, or any combination thereof, or

                  (iv) any dissolution of the corporation.

         (B) The vote of the securityholders specified in paragraph (A) of this
Article 7th shall not apply to any action or transaction specified in such
paragraph if:

(i) such action or transaction is approved in advance by a majority of the
"Continuing Directors" (said term to mean and include all directors of the
corporation then in office who were duly elected prior to the time the person,
corporation or entity involved in such action or transaction (either directly or
with or through any affiliates, subsidiaries or associates) became a Related
Person, and all directors of the corporation elected as such at the annual
meeting of securityholders at which this Article 7th was adopted) or (ii) such
action or transaction involves solely the corporation and one or more
subsidiaries of the corporation, or involves solely two or more subsidiaries of
the corporation (provided that none of the stock of any such subsidiary involved
is directly or indirectly beneficially owned by a Related Person (other than
such ownership arising solely because of ownership interests in the
corporation)), and, in the case of a merger, the corporation is the surviving
corporation or a subsidiary of the corporation is the surviving corporation and
following such merger the certificate or articles of incorporation of such
subsidiary contain provisions substantially the same as those in Articles 6th,
7th and 8th of these Articles of Incorporation.


         (C) In determining whether or not to approve or recommend the approval
of any transaction of the type enumerated in items (i), (ii) or (iii) of
paragraph (B) above, whether or not involving (directly or indirectly) a Related
Person, or any other transaction having a similar major effect upon the
properties, operations or control of the Company, the Board of Directors or the
Continuing Directors, as the case may be, shall be entitled to consider, as
separate and independent factors, with such relative weights as they may assign,
the following:

                  (i) the character, integrity, business philosophy and
financial status of the other party or parties to the transaction;

                  (ii) the consideration to be received by the corporation or
its securityholders in connection with such transaction, as compared to


                  (a) the current market price or value of the corporation's
             properties or securities;

                  (b) the value of the corporation, its properties or securities
             in a freely negotiated transaction;

                  (c) the estimated future value of the corporation, its
             properties or securities;

                  (d) such other measures of the value of the corporation, its
             properties or securities as the directors may deem appropriate;

                  (iii) the projected social, legal and economic effects of the
proposed action or transaction upon employees, suppliers and customers of the
corporation and the communities where the corporation does business;

                  (iv) the general desirability of the corporation's continuing
as an independent entity; and

                  (v) such other factors as they may deem relevant.

         (D) The term "Related Person" as used herein shall mean and include any
individual, corporation, partnership or other person or entity which, together
with its affiliates and associates and any other person or entity with which it
or its affiliates or associates has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of voting securities of the corporation, directly or indirectly
beneficially owns 5% or more in the aggregate of the outstanding voting
securities of the corporation. A majority of the Continuing Directors then in
office shall have the power and the duty to determine for purposes of this
Article 7th, on the basis of information then known to them, who shall
constitute a Related Person and its affiliates, subsidiaries and associates. Any
such determination by the Continuing Directors shall be conclusive and binding
for all purposes.

         8th The provisions set forth in this Article 8th and in Articles 6th
and 7th herein may not be repealed or amended in any respect unless such action
is approved by the affirmative vote of the holders of at least 70% of all of the
securities of the corporation entitled to vote thereon.

EX-3

                                                                 Exhibit 3(a)(2)


                              ARTICLES OF AMENDMENT

                                       OF

                                HUNT CORPORATION


         Effective May 2, 2002, the Restated Articles of Incorporation of Hunt
Corporation were amended by adding at the end thereof a new Article 9th
providing in full as follows:

         "9th Subchapter E - Control Transactions - of the Pennsylvania Business
Corporation Law of 1988, as amended (15 Pa. C.S. ss.2541 - ss.2548) shall not be
applicable to the corporation."

                                      -6-