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


     Date of Report (Date of earliest event reported) November 7, 1996




                          American Filtrona Corporation           
          (Exact name of registrant as specified in its charter)


      Virginia                    0-7163                      54-0574583    
(State or other jurisdiction    (Commission                  (IRS Employer
  of incorporation)             File Number)               Identification No.)



 3951 Westerre Parkway, Suite 300, Richmond, Virginia        23233         
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code     (804) 346-2400          
      




Item 5.        Other Events.

               On November 7, 1996, American Filtrona Corporation issued the
press release attached hereto as Exhibit 99.1, announcing that (i) it has
entered into negotiations with WBT Holdings, LLC regarding the proposed sale
of American Filtrona and (ii) the beneficiaries of certain trusts holding
shares of American Filtrona stock have initiated litigation to remove one
of the co-trustees for such trusts.

Item 7.        Exhibits.

EX-99.1        American Filtrona Corporation - Press Release 
               (November 7, 1996)



                                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 thereunto duly authorized.


                                              AMERICAN FILTRONA CORPORATION
                                                    (Registrant)


Date:  November 12, 1996                      By:     /s/ John D. Barlow, Jr.  
                                                     John D. Barlow, Jr.
                                                      Vice President - Finance



                                              EXHIBITS

Exhibit Number and Description

        99.1   American Filtrona Corporation - Press Release 
               (November 7, 1996)

EX-99.1

                                                                               
                                                                Exhibit 99.1


FOR IMMEDIATE RELEASE

Date:          November 7, 1996
Contact:       John L. Morgan or John D. Barlow, Jr.
               Phone: 804/346-2400 -- Fax: 804/346-0164

        
        Richmond, VA -- American Filtrona Corporation (NASDAQ-NM Symbol AFIL)
announced today that it is engaged in negotiations with WBT Holdings, LLC, a
limited liability company owned by several trusts for the benefit of members
of the family of the late Walter Bunzl, regarding a proposed sale of American
Filtrona to WBT Holdings for a per share cash price of $43.00.  Execution of a
definitive acquisition agreement is subject to final negotiation of terms and
conditions and completion of business and financial reviews.  Consummation of
any transaction would be subject to normal regulatory filings, shareholder
approvals and certain other conditions.

        American Filtrona Corporation also announced that it had been advised
that beneficiaries of several trusts for the benefit of members of the family
of R. H. Bunzl today initiated litigation to remove one of the co-trustees for
such trusts, alleging, among other things, that such trustee's concurrent
service as co-trustee for the Walter Bunzl trusts as well as the R. H. Bunzl
trusts represents a conflict of interests with respect to the transaction
under negotiation.  The Company is not able to assess the effect, if any, that
such litigation may have upon the likelihood of completion or timing of the
proposed sale.