8-K

                                  UNITED STATES
                       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): February 27, 1998




                                 Ultra Pac, Inc.
               (Exact Name of Registrant as Specified in Charter)



         Minnesota                     0-18252                    41-1581031
(State or Other Jurisdiction         (Commission                (IRS Employer
     of Incorporation)               File Number)             Identification No.



       21925 Industrial Boulevard, Rogers, Minnesota                55374
         (Address of Principal Executive Offices)                (Zip Code)


         Registrant's telephone number, including area code (612) 428-8340




ITEM 5. OTHER EVENTS.

On February 27, 1998, the Registrant issued the press release attached as
Exhibit 99.1. The information contained in this press release is incorporated
herein by reference.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c)     Exhibits.

             99.1    News Release of Registrant dated February 27, 1998.

             99.2    Amendment to Bylaws




                                   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.


                                     Ultra Pac, Inc.


Dated:  February 27, 1998            By: /s/ Calvin Krupa
                                         ---------------------------------------
                                         Calvin Krupa
                                         President and Chief Executive Officer




                                  Exhibit Index
                                  -------------


                                                             Sequentially
                                                               Numbered
    Exhibit #                     Item                           Page
- -----------------     ---------------------------        --------------------



       99.1                  Press Release                         5

       99.2               Amendment to Bylaws                      7

EX-99.1

                                                                    EXHIBIT 99.1


                                    CONTACTS:

                                    Brad Yopp, Chief Financial Officer
                                    Ultra Pac, Inc.
                                    (612) 428-8340

                                    Joe Jennings
                                    The Sage Group
                                    (612) 321-9897


FOR IMMEDIATE RELEASE


                 ULTRA PAC, INC. ADOPTS SHAREHOLDER RIGHTS PLAN

         Rogers, Minneapolis, MN, February 27, 1998 -- Ultra Pac, Inc. (Nasdaq
NMS: UPAC) today announced that its Board of Directors has adopted a Shareholder
Rights Plan under which preferred stock purchase rights will be distributed on
March 18, 1998, at the rate of one Right for each outstanding share of the
Company's common stock, to shareholders of record on that date.

         Calvin S. Krupa, Chairman of the Board of Directors, stated that "the
Board adopted the new Plan to protect against future abusive takeover tactics
such as partial tender offers and selective open market purchases. The Plan is
intended to assure that shareholders receive fair and equitable treatment in the
event of unsolicited attempts to acquire the Company." Mr. Krupa further
stressed that "the Plan is not intended to prevent an acquisition of the Company
on terms that are favorable and fair to all shareholders, and will not do so.
The Plan is designed to deal with the very serious problem of unilateral actions
by hostile acquirors that are calculated to deprive the Company's Board and its
shareholders of their ability to determine the destiny of the Company."

         Each Right will entitle holders of Ultra Pac common stock to buy one
one-hundredth of a share of a new series of preferred stock at an exercise price
of $25, subject to adjustment. The Rights will be exercisable only if a person
or group acquires 15% or more of the



                                    - more -




Ultra Pac, Inc.
Adopts Shareholder Rights Plan
February 27, 1998
Page 2


Company's common stock or announces a tender offer upon consummation of which
such person or group would own 15% or more of the common stock.

         The Rights will expire in ten years unless earlier redeemed or
terminated. The Company generally may amend the Rights or redeem the Rights at
$0.01 per Right at any time prior to the time a person or group has acquired 15%
of the Company's common stock.

         Additional detail regarding the Rights Plan will be outlined in a
summary to be mailed to all shareholders following the record date. The Company
also adopted certain procedural by-law amendments.

         Ultra Pac, Inc., a market leader in the food packaging industry, offers
quality, high-value containers made primarily from polyethylene terephthalate
(PETE), the world's most widely recycled plastic material. Ultra Pac offers a
wide variety of clear and colored plastic products to commercial customers
throughout the United States and in overseas markets. The Company's product
lines primarily address the bakery, deli, home meal replacement and fresh
produce markets.



                                      # # #

EX-99.2

                                                                    EXHIBIT 99.2


    ADVANCE NOTICE FOR DIRECTOR NOMINATIONS AND REGULAR MEETING AGENDA ITEMS

         The following provisions have been added to the By-Laws:

         2.9. Director Nominations. Only persons who are nominated in accordance
with the following procedures shall be eligible to serve as directors.
Nominations of persons for election to the Board of Directors of the corporation
at a meeting of shareholders may be made (i) by or at the direction of the Board
of Directors, or (ii) by any shareholder of the corporation entitled to vote in
the election of directors at the meeting who complies with the notice procedures
set forth in this Section 2.9. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the corporation. To be timely, a shareholder's
notice must be delivered to, or mailed and received by, the Secretary of the
corporation at the principal executive offices of the corporation not less than
sixty (60) nor more than ninety (90) days prior to the meeting; provided,
however, that if the corporation has not "publicly disclosed" (in the manner
provided in the last sentence of this Section 2.9) the date of the meeting at
least seventy (70) days prior to the meeting date, notice may be timely made by
a shareholder under this Section if received by the Secretary of the corporation
not later than the close of business on the tenth day following the day on which
the corporation publicly disclosed the meeting date. Such shareholder's notice
shall set forth (i) as to each person whom the shareholder proposes to nominate
for election or re-election as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as director if elected); and (ii) as to the shareholder giving notice
(A) the name and address, as they appear on the corporation's books, of such
shareholder and (B) the class and number of shares of the corporation which are
beneficially owned by such shareholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the corporation that information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee. No person shall be eligible to serve as a director of the
corporation unless nominated in accordance with the procedures set forth herein.
The presiding officer shall, if the facts so warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the By-laws, and if such officer should so determine, such officer
shall so declare to the meeting and the defective nomination shall be
disregarded. For purposes of these Bylaws, "publicly disclosed" or "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or a comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission.




         2.10. Annual Meeting Agenda Items. At an annual meeting of the
shareholders, only such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the Board of Directors, or (ii)
by any shareholder of the corporation who complies with the notice procedures
set forth in this Section 2.10, in the time herein provided. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
deliver written notice to, or mail such written notice so that it is received
by, the Secretary of the corporation, at the principal executive offices of the
corporation, not less than ninety (90) days prior to the first anniversary of
the date of the corporation's proxy statement released to shareholders in
connection with the previous year's annual meeting of shareholders, except that
if no annual meeting of shareholders was held in the previous year or if the
date of the annual meeting has been changed by more than thirty (30) days from
the previous year's meeting, a proposal shall be received by the corporation
within ten (10) days after the corporation has "publicly disclosed" the date of
the meeting in the manner provided in Section 2.4 above. The shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (A) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (B) the name and address, as
they appear on the corporation's books, of the shareholder proposing such
business, (C) the class and number of shares of the corporation which are
beneficially owned by the shareholder and (D) any material interest of the
shareholder in such business. At an annual meeting, the presiding officer shall,
if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 2.10, and if such officer should so determine, such officer shall so
declare to the meeting, and any such business not properly brought before the
meeting shall not be transacted. Whether or not the foregoing procedures are
followed, no matter which is not a proper matter for shareholder consideration
shall be brought before the meeting.