8-K

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                                    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 19, 1997

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                         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

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Item 5. Other Events.

        On February 20, 1997, American Filtrona Corporation issued the press
release attached hereto as Exhibit 99.1, announcing that (i) it has entered
into a definitive merger agreement with WBT Holdings LLC regarding the proposed
sale of American Filtrona and (ii) WBT Holdings LLC has executed a definitive
acquisition agreement with Bunzl plc for the sale of the bonded fibers business
of America Filtrona following the merger.

Item 7. Exhibits.

EX-99.1      American Filtrona Corporation -- Press Release (February 20, 1997)

                                   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: February 28, 1997              By: /s/ John D. Barlow, Jr.
                                         ___________________________________
                                               John D. Barlow, Jr.
                                            Vice President - Finance



                                    EXHIBITS

Exhibit Number          Description
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   99.1        American Filtrona Corporation - Press Release (February 20, 1997)

EX-99

                         AMERICAN FILTRONA CORPORATION
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            3951 WESTERRE PARKWAY, SUITE 300 o RICHMOND, VA 23233 oo
              MAILING ADDRESS: P.O. BOX 31640 o RICHMOND, VA 23294

FOR IMMEDIATE RELEASE

Date:           February 20, 1997
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 has entered into a definitive merger agreement 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, of which Bennett
Kight, a director of the Company, is a co-trustee. The agreement provides for
a merger between American Filtrona and a wholly owned subsidiary of WBT
Holdings, LLC, in which shareholders of American Filtrona (except for WBT
Holdings and its affiliates) will receive a per share cash price of $46.52.
In addition, WBT Holdings, LLC, has executed a definitive acquisition agreement
with Bunzl plc, an international paper and plastics group quoted on the
London Stock Exchange, pursuant to which, following the merger, American
Filtrona will sell to Bunzl plc the bonded fibers business of American Filtrona
for $72,450,000 in cash subject to certain adjustments. Consummation of any
transaction would be subject to normal regulatory filings, shareholder approval
and certain other conditions.