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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-11846

AptarGroup, Inc.


DELAWARE		36-3853103
(State of Incorporation)		(I.R.S. Employer Identification No.)

475 WEST TERRA COTTA AVENUE, SUITE E, CRYSTAL LAKE, ILLINOIS 60014

815-477-0424

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Act. (Check one):


Large accelerated filer þ		Accelerated filer ¨		Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (July 27, 2006).

Common Stock 34,845,722

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

In thousands, except per share amounts


	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005

Net Sales	$	398,625	$	356,112	$	774,093	$	700,111

Operating Expenses:
Cost of sales
(exclusive of depreciation shown below)		268,518		238,641		522,304		471,119
Selling, research & development and administrative		58,087		51,060		120,457		102,700
Depreciation and amortization		28,250		25,282		55,163		50,814

		354,855		314,983		697,924		624,633

Operating Income		43,770		41,129		76,169		75,478


Other Income (Expense):
Interest expense		(3,897)		(3,026)		(7,707)		(5,764)
Interest income		830		747		1,741		1,562
Equity in results of affiliates		137		503		243		835
Minority interests		(86)		71		(132)		71
Miscellaneous, net		(422)		(533)		(935)		(838)

		(3,438)		(2,238)		(6,790)		(4,134)


Income Before Income Taxes		40,332		38,891		69,379		71,344

Provision for Income Taxes		12,664		9,567		21,901		19,952


Net Income	$	27,668	$	29,324	$	47,478	$	51,392


Net Income Per Common Share:
Basic	$	0.79	$	0.83	$	1.35	$	1.45

Diluted	$	0.77	$	0.81	$	1.31	$	1.41


Average Number of Shares Outstanding:
Basic		35,039		35,226		35,057		35,431
Diluted		35,861		36,321		36,189		36,526

Dividends Declared Per Common Share	$	0.20	$	0.15	$	0.40	$	0.30

See accompanying notes to condensed consolidated financial statements.

AptarGroup, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

In thousands, except per share amounts


	June 30,		December 31,
	2006		2005

Liabilities and Stockholders’ Equity

Current Liabilities:
Notes payable	$	117,190	$	97,650
Current maturities of long-term obligations		5,132		4,453
Accounts payable and accrued liabilities		255,911		218,659

		378,233		320,762


Long-Term Obligations		142,324		144,541


Deferred Liabilities and Other:
Deferred income taxes		42,635		45,056
Retirement and deferred compensation plans		37,304		31,023
Deferred and other non-current liabilities		1,429		1,849
Commitments and contingencies		—		—
Minority interests		5,173		4,700

		86,541		82,628


Stockholders’ Equity:
Preferred stock, $.01 par value, 1 million shares authorized, none outstanding		—		—
Common stock, $.01 par value		389		386
Capital in excess of par value		180,609		162,863
Retained earnings		804,752		771,304
Accumulated other comprehensive income		84,557		24,289
Less treasury stock at cost, 4.3 and 3.7 million shares as of June 30, 2006 and December 31, 2005		(170,477)		(149,454)

		899,830		809,388

Total Liabilities and Stockholders’ Equity	$	1,506,928	$	1,357,319

See accompanying notes to condensed consolidated financial statements.

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

In thousands, brackets denote cash outflows


Six Months Ended June 30,	2006		2005

Cash Flows From Operating Activities:
Net income	$	47,478	$	51,392
Adjustments to reconcile net income to net cash provided by operations:
Depreciation		53,506		49,593
Amortization		1,657		1,221
Stock option based compensation		9,255		—
Provision for bad debts		891		207
Labor redeployment		(558)		—
Minority interests		132		(71)
Deferred income taxes		(4,202)		(5,640)
Retirement and deferred compensation plans		2,196		1,039
Equity in results of affiliates in excess of cash distributions received		(195)		(807)
Changes in balance sheet items, excluding effects from foreign currency adjustments:
Accounts receivable		(37,481)		(39,794)
Inventories		(12,690)		(10,747)
Prepaid and other current assets		(2,840)		(825)
Accounts payable and accrued liabilities		14,871		17,162
Income taxes payable		5,458		2,622
Other changes, net		(82)		7,552

Net Cash Provided by Operations		77,396		72,904


Cash Flows From Investing Activities:
Capital expenditures		(55,106)		(49,433)
Disposition of property and equipment		5,146		1,633
Intangible assets acquired		(1,924)		(718)
Acquisition of businesses		(21,315)		(29,345)
Collection of notes receivable, net		199		443

Net Cash Used by Investing Activities		(73,000)		(77,420)


Cash Flows From Financing Activities:
Proceeds from notes payable		19,055		21,078
Proceeds from long-term obligations		4,642		589
Repayments of long-term obligations		(6,639)		(1,997)
Dividends paid		(14,030)		(10,652)
Proceeds from stock options exercises		9,817		6,743
Purchase of treasury stock		(22,672)		(43,714)
Excess tax benefit from exercise of stock options		1,052		—

Net Cash (Used) by Financing Activities		(8,775)		(27,953)


Effect of Exchange Rate Changes on Cash		8,640		(14,373)


Net Increase/(Decrease) in Cash and Equivalents		4,261		(46,842)
Cash and Equivalents at Beginning of Period		117,635		170,368

Cash and Equivalents at End of Period	$	121,897	$	123,526


Supplemental Non-cash Financing Activities:
Capital lease obligations	$	1,780		100

See accompanying notes to condensed consolidated financial statements.

AptarGroup, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in Thousands, Except per Share Amounts, or Otherwise Indicated)
(Unaudited)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of AptarGroup, Inc. and its subsidiaries. The terms “AptarGroup” or “Company” as used herein refer to AptarGroup, Inc. and its subsidiaries.

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of consolidated financial position, results of operations, and cash flows for the interim periods presented. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Accordingly, these unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) 123(R), “Share-Based Payment”. This statement replaces SFAS 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion (“APB”) 25. SFAS 123(R) requires that all share-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. Also under the new standard, excess tax benefits related to issuance of equity instruments under share-based payment arrangements are considered financing instead of operating cash flow activities. The Company has adopted the modified prospective method of applying SFAS 123(R), which requires the recognition of compensation expense on a prospective basis. Accordingly, prior period financial statements have not been restated.

NOTE 2 — INVENTORIES

At June 30, 2006 and December 31, 2005, approximately 22% and 23%, respectively, of the total inventories are accounted for by using the LIFO method. Inventories, by component net of reserves, consisted of:


	June 30,		December 31,
	2006		2005

Raw materials	$	76,929	$	65,644
Work in progress		47,804		41,032
Finished goods		87,783		81,105

Total		212,516		187,781
Less LIFO Reserve		(3,940)		(3,540)

Total	$	208,576	$	184,241

NOTE 3 — GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill since the year ended December 31, 2005 are as follows by reporting segment:


	Pharma		Beauty & Home			Closures		Total

Balance as of December 31, 2005	$	22,464		$	145,749	$	16,550	$	184,763
Acquisitions (See Note 11)		—			—		9,473		9,473
Foreign currency exchange effects		1,682			5,211		961		7,854

Balance as of June 30, 2006	$	24,146		$	150,960	$	26,984	$	202,090

The table below shows a summary of intangible assets as of June 30, 2006 and December 31, 2005.


		June 30, 2006						December 31, 2005

Weighted Average		Gross						Gross
Amortization		Carrying		Accumulated		Net		Carrying		Accumulated		Net
Period (Years)		Amount		Amortization		Value		Amount		Amortization		Value

Amortized intangible assets:
Patents	14	$	16,623	$	(8,699)	$	7,924	$	15,079	$	(7,471)	$	7,608
License agreements and other	7		17,387		(7,600)		9,787		14,971		(6,171)		8,800

	10		34,010		(16,299)		17,711		30,050		(13,642)		16,408

Unamortized intangible assets:
Minimum pension liability			553		—		553		519		—		519

			553		—		553		519		—		519

Total intangible assets		$	34,563	$	(16,299)	$	18,264	$	30,569	$	(13,642)	$	16,927

Aggregate amortization expense for the intangible assets above for the quarters ended June 30, 2006 and 2005 was $866 and $612, respectively. Aggregate amortization expense for the intangible assets above for the six months ended June 30, 2006 and June 30, 2005 was $1,657 and $1,221, respectively.

Estimated amortization expense for the years ending December 31 is as follows:


2006	$	3,322
2007		3,322
2008		2,937
2009		2,373
2010		1,720

Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of June 30, 2006.

NOTE 4 — TOTAL COMPREHENSIVE INCOME/(LOSS)

AptarGroup’s total comprehensive income/(loss) was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005

Net income	$	27,668	$	29,324	$	47,478	$	51,392
Add: Foreign currency translation adjustment		42,678		(45,695)		60,287		(79,533)
Minimum pension liability adjustment (net of tax)		—		—		(19)		—

Total comprehensive income/(loss)	$	70,346	$	(16,371)	$	107,746	$	(28,141)

NOTE 5 — RETIREMENT AND DEFERRED COMPENSATION PLANS

Components of Net Periodic Benefit Cost:

Three months ended June 30,


	Domestic Plans				Foreign Plans
	2006		2005		2006		2005

Service cost	$	987	$	899	$	344	$	251
Interest cost		661		568		348		336
Expected return on plan assets		(604)		(547)		(146)		(113)
Amortization of prior service cost		1		1		18		25
Amortization of net loss		151		114		149		70

Net periodic benefit cost	$	1,196	$	1,035	$	713	$	569

Six months ended June 30,


	Domestic Plans				Foreign Plans
	2006		2005		2006		2005

Service cost	$	1,974	$	1,892	$	673	$	511
Interest cost		1,322		1,196		682		683
Expected return on plan assets		(1,208)		(1,151)		(285)		(230)
Amortization of prior service cost		2		2		36		51
Amortization of net loss		302		240		294		143

Net periodic benefit cost	$	2,392	$	2,179	$	1,400	$	1,158

EMPLOYER CONTRIBUTIONS

The Company previously disclosed in its financial statements for the year ended December 31, 2005, that it expected to contribute approximately $2 million to its domestic defined benefit plans and approximately $1.6 million to its foreign defined benefit plans in 2006. As of June 30, 2006, the Company has contributed approximately $.3 million to its foreign plans and has not yet contributed to its domestic plans. The Company presently anticipates contributing an additional $1.3 million to fund its foreign plans and anticipates contributing approximately $2.5 million to its domestic plans for the remainder of 2006.

NOTE 6 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company maintains a foreign exchange risk management policy designed to establish a framework to protect the value of the Company’s non-functional denominated transactions from adverse changes in exchange rates. Sales of the Company’s products can be denominated in a currency different from the currency in which the related costs to produce the product are denominated. Changes in exchange rates on such inter-country sales impact the Company’s results of operations. The Company’s policy is not to engage in speculative foreign currency hedging activities, but to minimize its net foreign currency transaction exposure defined as firm commitments and transactions recorded and denominated in currencies other than the functional currency. The Company may use foreign currency forward exchange contracts, options and cross currency swaps to hedge these risks.

The Company maintains an interest rate risk management strategy to minimize significant, unanticipated earnings fluctuations that may arise from volatility in interest rates.

For derivative instruments designated as hedges, the Company formally documents the nature and relationships between the hedging instruments and the hedged items, as well as the risk management objectives, strategies for undertaking the various hedge transactions, and the method of assessing hedge effectiveness. Additionally, in order to designate any derivative instrument as a hedge of an anticipated transaction, the significant characteristics and expected terms of any anticipated transaction must be specifically identified, and it must be probable that the anticipated transaction will occur.

FAIR VALUE HEDGES

The Company has an interest rate swap to convert a portion of its fixed-rate debt into variable-rate debt. Under the interest rate swap contract, the Company exchanges, at specified intervals, the difference between fixed-rate and floating-rate amounts, which is calculated based on an agreed upon notional amount.

As of June 30, 2006, the Company recorded the fair value of derivative instrument of $750 thousand in other non-current assets with a corresponding increase to debt related to the fixed-to-variable interest rate swap agreement with a notional principal value of $25 million. No gain or loss related to the change in fair value was recorded in the income statement for the three and six months ended June 30, 2006 or 2005 since there was no hedge ineffectiveness.

CASH FLOW HEDGES

The Company did not use any cash flow hedges in the quarter or six months ended ended June 30, 2006 or 2005.

HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS

A significant number of the Company’s operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of the Company’s foreign entities. A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on the Company’s financial condition and results of operations. Conversely, a weakening U.S. dollar has an additive effect. The Company in some cases maintains debt in these subsidiaries to offset the net asset exposure. The Company does not otherwise actively manage this risk using derivative financial instruments. In the event the Company plans on a full or partial liquidation of any of its foreign subsidiaries where the Company’s net investment is likely to be monetized, the Company will consider hedging the currency exposure associated with such a transaction.

OTHER

As of June 30, 2006, the Company recorded the fair value of foreign currency forward exchange contracts of $0.7 million in prepaids and other current assets in the balance sheet. All forward exchange contracts outstanding as of June 30, 2006 had an aggregate contract amount of $72.4 million.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

The Company, in the normal course of business, is subject to a number of lawsuits and claims both actual and potential in nature. Management believes the resolution of these claims and lawsuits will not have a material adverse or positive effect on the Company’s financial position, results of operations or cash flow.

The Company has received a ruling in its favor in a patent litigation case in Europe for which it is a plaintiff. The defendant has appealed and no judgment amount has officially been awarded. The Company has not recorded a gain contingency, as the amount of the judgment is unknown and difficult to estimate.

Under its Certificate of Incorporation, the Company has agreed to indemnify its officers and directors for certain events or occurrences while the officer or director is, or was serving, at its request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers liability insurance policy that covers a portion of its exposure. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of June 30, 2006.

NOTE 8 — STOCK REPURCHASE PROGRAM

During the quarter ended June 30, 2006, the Company repurchased 346 thousand shares for an aggregate amount of $18.1 million. As of June 30, 2006, the Company has outstanding authorizations to repurchase up to approximately 677 thousand shares. The timing of and total amount expended for the share repurchase depends upon market conditions.

On July 19, 2006, the Company’s Board of Directors authorized the Company to repurchase an additional two million shares of its outstanding common stock. There is no expiration date for this repurchase program.

NOTE 9 — EARNINGS PER SHARE

AptarGroup’s authorized common stock consists of 99 million shares, having a par value of $.01 each. Information related to the calculation of earnings per share is as follows:


	Three months ended
	June 30, 2006				June 30, 2005
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	27,668	$	27,668	$	29,324	$	29,324


Average equivalent shares
Shares of common stock		35,039		35,039		35,226		35,226
Effect of dilutive stock based compensation
Stock options		821		—		1,089		—
Restricted stock		1		—		6		—

Total average equivalent shares		35,861		35,039		36,321		35,226

Net income per share	$	0.77	$	0.79	$	0.81	$	0.83


	Six months ended
	June 30, 2006				June 30, 2005
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	47,478	$	47,478	$	51,392	$	51,392


Average equivalent shares
Shares of common stock		35,057		35,057		35,431		35,431
Effect of dilutive stock based compensation
Stock options		1,129		—		1,087		—
Restricted stock		3		—		7		—

Total average equivalent shares		36,189		35,057		36,526		35,431

Net income per share	$	1.31	$	1.35	$	1.41	$	1.45

NOTE 10 — SEGMENT INFORMATION

Beginning with the first quarter of 2006, the Company has been reporting new business segments that reflect AptarGroup’s realigned internal financial reporting structure. Prior period information has been conformed to the current presentation.

The Company operates in the packaging components industry, which includes the development, manufacture and sale of consumer product dispensing systems. The Company is organized into three reporting segments. Operations that sell spray and lotion dispensing systems primarily to the personal care, fragrance/cosmetic and household markets form the Beauty & Home segment. Operations that sell dispensing systems to the pharmaceutical market form the Pharma segment. Operations that sell closures to each market served by AptarGroup form the Closures segment.

The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. The Company evaluates performance of its business segments and allocates resources based upon earnings before interest expense in excess of interest income, stock option and corporate expenses, income taxes and unusual items (collectively referred to as “Segment Income”). These measures should not be considered in isolation or as a substitute for net income, net cash provided by operating activities or other income statement or cash flow statement data prepared in accordance with GAAP or as measures of profitability or liquidity. In addition, these measures, as we determine them, may not be comparable to related or similarly titled measures reported by other companies.

Financial information regarding the Company’s reportable segments is shown below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005

Total Sales:
Beauty & Home	$	211,113	$	178,024	$	409,035	$	358,966
Closures		109,731		102,148		215,460		197,301
Pharma		81,686		78,862		156,643		149,576
Other		386		337		612		666

Total Sales		402,916		359,371		781,750		706,509

Less: Intersegment Sales:
Beauty & Home	$	3,530	$	2,140	$	6,144	$	3,975
Closures		289		411		530		819
Pharma		225		470		568		1,102
Other		247		238		415		502

Total Intersegment Sales	$	4,291	$	3,259	$	7,657	$	6,398

Net Sales:
Beauty & Home	$	207,583	$	175,884	$	402,891	$	354,991
Closures		109,442		101,737		214,930		196,482
Pharma		81,461		78,392		156,075		148,474
Other		139		99		197		164

Net Sales	$	398,625	$	356,112	$	774,093	$	700,111


Segment Income:
Beauty & Home	$	19,752	$	15,585	$	36,385	$	30,481
Closures		12,186		12,349		22,723		20,611
Pharma		19,848		20,293		36,911		36,557
Corporate Expenses & Other (1)		(8,387)		(7,057)		(20,674)		(12,103)

Income before interest and taxes	$	43,399	$	41,170	$	75,345	$	75,546
Interest expense, net		(3,067)		(2,279)		(5,966)		(4,202)

Income before income taxes	$	40,332	$	38,891	$	69,379	$	71,344


Depreciation and Amortization:


Beauty & Home	$	16,138	$	14,165	$	32,124	$	28,215
Closures		6,395		5,975		12,371		11,911
Pharma		4,895		4,650		9,358		9,705
Other		822		492		1,310		983

Depreciation and Amortization	$	28,250	$	25,282	$	55,163	$	50,814




	June 30,		June 30,
		2006		2005

Capital Expenditures:
Beauty & Home	$	33,196	$	28,102
Closures		14,288		10,071
Pharma		4,881		11,072
Other		2,741		188

Capital Expenditures	$	55,106	$	49,433




	June 30,		December 31,
		2006		2005
Total Assets:
Beauty & Home	$	875,474	$	790,147
Closures		298,160		259,104
Pharma		241,061		221,667
Other		92,233		86,401

Total Assets	$	1,506,928	$	1,357,319

(1) Corporate Expenses & Other amount for the quarter and six months ended June 30, 2006 includes $2.1 million and $9.2 million, respectively, relating to stock option expense.

NOTE 11 — ACQUISITIONS

During the first quarter of 2006, the Company acquired the net assets of CCL Dispensing Systems, LLC (“CCLDS”) for approximately $21.3 million in cash. No debt was assumed in the transaction. CCLDS is located in Libertyville, Illinois and produces primarily dispensing closures. The excess of the purchase price over the fair values of assets acquired and liabilities assumed was allocated to Goodwill. Preliminary goodwill of approximately $9.5 million was recorded on the acquisition and is deductible for tax purposes. The condensed consolidated statement of income includes CCLDS’ results of operations from February 6, 2006, the date of the acquisition.

NOTE 12 — STOCK-BASED COMPENSATION

Prior to the adoption of SFAS 123(R), the Company applied APB 25 to account for stock-based awards. Under APB 25, the Company only recorded stock-based compensation expense for restricted stock unit grants, which amounted to $.2 million in the first half of 2005 compared to $.3 million in the first half of 2006. Under APB 25, the Company was not required to recognize compensation expense for stock options. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock option based compensation in the prior year.


	Three months ended June 30,			Six months ended June 30,
		2005			2005

Net income, as reported		$	29,324		$	51,392
Deduct: Total stock option based compensation expense determined under fair value method for all awards, net of related tax effects			1,363			2,639

Pro forma net income		$	27,961		$	48,753


Earnings per share:
Basic — as reported		$	.83		$	1.45
Basic — pro forma		$	.79		$	1.38
Diluted — as reported		$	.81		$	1.41
Diluted — pro forma		$	.77		$	1.33

SFAS 123(R) upon adoption requires the application of the non-substantive vesting approach which means that an award is fully vested when the employee’s retention of the award is no longer contingent on providing subsequent service. Under this approach, compensation costs are recognized over the requisite service period of the award instead of ratably over the vesting period stated in the grant. As such, costs would be recognized immediately, if the employee is retirement eligible on the date of grant or over the period from the date of grant until retirement eligibility if retirement eligibility is reached before the end of the vesting period stated in the grant. For awards granted prior to adoption, the Company will continue to recognize compensation costs ratably over the vesting period with accelerated recognition of the unvested portion upon actual retirement. Had the Company been previously using the non-substantive approach, stock option expense net of related tax effects would have been lower by $.6 million ($.02 per share) for the quarter ended June 30, 2005 and would have been higher by approximately $2.0 million ($.05 per share) for the six months ended June 30, 2005.

The Company issues stock options and restricted stock units to employees under Stock Awards Plans approved by shareholders. Stock options are issued to non-employee directors for their services as directors under Director Stock Option Plans approved by shareholders. Options are awarded with the exercise price equal to the market price on the date of grant and generally become exercisable over three years and expire 10 years after grant. Restricted stock generally vests over three years.

Compensation expense recorded attributable to stock options for the first half of 2006 was approximately $9.2 million ($6.0 million after tax), or $.17 per share (basic and diluted). The income tax benefit related to this compensation expense was approximately $3.2 million. Approximately $8.7 million of the compensation expense was recorded in selling, research & development and administrative expenses and the balance was recorded in cost of sales.

The Company uses historical data to estimate expected life and volatility. The weighted-average fair value of stock options granted under the Stock Awards Plans was $16.09 and $15.47 per share in 2006 and 2005, respectively. These values were estimated on the respective dates of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


Stock Awards Plans:
Six months ended June 30,	2006		2005

Dividend Yield		1.6%		1.4%
Expected Stock Price Volatility		24.8%		27.2%
Risk-free Interest Rate		4.3%		4.0%
Expected Life of Option (years)		7.0		7.0

The fair value of stock options granted under the Director Stock Option Plans in 2006 and 2005 was $17.26 and $16.60 per share, respectively. These values were estimated on the respective date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


Director Stock Option Plans:
Six months ended June 30,	2006		2005

Dividend Yield		1.5%		1.2%
Expected Stock Price Volatility		24.8%		26.9%
Risk-free Interest Rate		5.1%		4.1%
Expected Life of Option (years)		7.0		7.0

A summary of option activity under the Company’s stock option plans as of June 30, 2006, and changes during the period then ended is presented below:

Stock Awards Plans

Director Stock Option Plans

Weighted Average

Shares

Exercise Price

Shares

Exercise Price

Outstanding, January 1, 2006

3,708,406

32.73

117,000

40.40

Granted

609,000

54.02

6,000

54.36

Exercised

(315,314)

25.04

(2,000)

34.40

Forfeited or expired

(16,555)

40.32

(10,000)

39.96

Outstanding at June 30, 2006

3,985,537

36.56

111,000

41.31

Exercisable at June 30, 2006

2,783,558

30.79

81,000

37.37

Weighted-Average Remaining Contractual Term (Years):

Outstanding at June 30, 2006

6.3

6.4

Exercisable at June 30, 2006

5.2

5.5

Aggregate Intrinsic Value ($000):

Outstanding at June 30, 2006

54,705

1,040

Exercisable at June 30, 2006

52,396

1,040

Intrinsic Value of Options Exercised ($000) During the Six Months Ended:

June 31, 2006

9,212

June 30, 2005

6,157

118

The fair value of shares vested during the six months ended June 30, 2006 and 2005 was $8.2 million and $7.0 million, respectively. Cash received from option exercises was approximately $9.9 million and the actual tax benefit realized for the tax deduction from option exercises was approximately $1.7 million in the six months ended June 30, 2006. As of June 30, 2006, the remaining valuation of stock option awards to be expensed in future periods was $11.8 million and the related weighted-average period over which it is expected to be recognized is 1.4 years.

The fair value of restricted stock grants is the market price of the underlying shares on the grant date. A summary of restricted stock unit activity as of June 30, 2006, and changes during the period then ended is presented below:


			Weighted-Average
	Shares		Grant-Date Fair Value

Nonvested at January 1, 2006		18,015	$	34.59
Granted		3,363		55.02
Vested		(13,194)		31.01

Nonvested at June 30, 2006		8,184	$	48.75

The fair value of units vested during the six months ended June 30, 2006 and 2005 was $409 thousand and $357 thousand, respectively. The intrinsic value of units vested during the six months ended June 30, 2006 and 2005 was $749 thousand and $790 thousand, respectively. As of June 30, 2006, there was $183 thousand of total unrecognized compensation cost relating to restricted stock unit awards which is expected to be recognized over a weighted average period of 1.1 years.

NOTE 13 — REDEPLOYMENT PROGRAM

The Company announced in the third quarter of 2005 a three year plan to reduce and redeploy certain personnel in its French fragrance/cosmetic operations. The objective of this three year plan is to better align production equipment and personnel between several sites in France to ultimately reduce costs and maintain competitiveness. This plan will be implemented in phases over a three year period and is expected to be completed in the fourth quarter of 2008. The plan anticipates a headcount reduction by the end of 2008 of approximately 90 people. Total costs associated with the Redeployment Program are expected to be approximately $7 to $9 million before taxes over the three year period and primarily relate to employee severance costs. Approximately $.4 million and $1.4 million of such charges before tax and $.3 million and $1.0 million after-tax or approximately $0.01 and $0.03 per diluted share were recorded in the three and six months ended June 30, 2006, respectively. The following table below highlights the pre-tax amount incurred in the period and the ending liability at the end of June 30, 2006. All charges related to the Redeployment Program are included in Cost of Sales in the condensed consolidated statement of income.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR OTHERWISE INDICATED)

RESULTS OF OPERATIONS


	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005

Net Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (exclusive of depreciation shown below)		67.3			67.0			67.5			67.3
Selling, research & development and administration		14.6			14.4			15.6			14.7
Depreciation and amortization		7.1			7.1			7.1			7.2

Operating Income		11.0			11.5			9.8			10.8
Other income (expense)		(0.9	)		(0.6	)		(0.8	)		(0.6	)

Income before income taxes		10.1			10.9			9.0			10.2


Net income		6.9%			8.2%			6.1%			7.3%


Effective Tax Rate		31.4	%		24.6	%		31.6	%		28.0	%

NET SALES

Net sales for the quarter and six months ended June 30, 2006 were a record $398.6 million and $774.1 million, respectively, and represented increases of 12% and 11%, respectively, over the same periods a year ago. The U.S. dollar was relatively flat versus the Euro in the second quarter of 2006 compared to 2005, but was stronger for the six months ended June 30, 2006 compared to the same period a year ago. As a result, changes in exchange rates did not have a material impact in the quarter ended June 30, 2006, but did negatively impact sales growth by approximately 2% for the six months ended June 30, 2006. Sales from acquired companies accounted for approximately 7% of the increase in sales for the quarter and six months ended June 30, 2006. Price increases, primarily related to material cost increases passed along to customers, had a positive effect on net sales in the quarter and first half of 2006. The changes in sales by reporting segment were as follows:

	•		Net sales by the Beauty and Home segment increased 18% and 13% for the three and six months ended June 30, 2006, respectively, compared to the same periods a year ago. Changes in foreign currency rates did not impact the quarterly sales, but negatively impacted sales for the first six months by approximately 2%. Acquisitions accounted for 12% of the sales growth for both the three and six months ended June 30, 2006. Excluding the effects of foreign currency and acquisitions, sales increased 6% and 3% for the three and six months ended June 30, 2006, respectively, compared to the same periods in the prior year.
	•		Net sales by the Pharma segment increased 4% and 5% for the three and six months ended June 30, 2006, respectively, compared to the same periods a year ago. Changes in foreign currency rates did not impact the quarterly sales, but negatively impacted sales for the first six months by approximately 3%. Sales of tooling to customers decreased approximately $4.1 million and $.3 million for the three and six months ended June 30, 2006.
	•		Net sales by the Closures segment increased approximately 8% and 9% for the three and six months ended June 30, 2006, respectively, compared to the same periods a year ago. Changes in foreign currency rates did not impact the quarterly sales, but negatively impacted sales for the first six months by approximately 1%. Acquisitions accounted for 5% of the sales growth for the three months ended June 30, 2006 and 4% of the sales growth for the six months ended June 30, 2006. Excluding the effects of foreign currency and acquisitions, sales increased approximately 3% and 6% for the three and six months ended June 30, 2006, respectively, compared to the same periods in the prior year.

The following table sets forth, for the periods indicated, net sales by geographic location:


	Three Months Ended June 30,										Six Months Ended June 30,
	2006		% of Total			2005		% of Total			2006		% of Total			2005		% of Total

Domestic	$	119,004		30	%	$	111,169		31	%	$	231,347		30	%	$	213,335		30	%
Europe		243,580		61	%		213,389		60	%		473,059		61	%		423,582		61	%
Other Foreign		36,041		9	%		31,554		9	%		69,687		9	%		63,194		9	%

COST OF SALES (EXCLUSIVE OF DEPRECIATION SHOWN BELOW)

Our cost of sales as a percent of net sales increased slightly to 67.3% in the second quarter of 2006 compared to 67.0% in the second quarter of 2005. Our cost of sales percentage was negatively influenced by the following factors in the second quarter of 2006:

Rising Raw Material Costs. Raw material costs, in particular plastic resin costs in the U.S. and metal prices worldwide, continued to increase in the second quarter of 2006 compared to 2005. While the majority of the plastic resin raw material price increase has been passed on to customers in the form of selling price increases, the net effect is a reduction in the margin percentage.

Stock Option Expenses. Stock option expense of approximately $200 thousand for certain manufacturing employees was recorded in the second quarter of 2006 due to the adoption of SFAS 123R at the beginning of 2006.

Higher Compliance Costs For The Pharma Industry. We incurred additional costs in our pharma segment due to more stringent quality standards on certain of our products. These costs include, among others, higher personnel-related costs to assure the level of quality demanded by this market and higher scrap associated with the destruction of non-usable components.

Our cost of sales as a percent of net sales increased slightly to 67.5% in the first half of 2006 compared to 67.3% in the first half of 2005. Our cost of sale percentage was negatively influenced by the following factors in the first six months of 2006:

Rising Raw Material Costs. Raw material costs, in particular plastic resin costs in the U.S. and metal prices worldwide, continued to increase in the first half of 2006 compared to 2005. While the majority of the plastic resin raw material price increase has been passed on to customers in the form of selling price increases, the net effect is a reduction in the margin percentage.

Stock Option Expenses. Stock option expense of approximately $500 thousand for certain manufacturing employees was recorded beginning in the first half of 2006 due to the adoption of SFAS 123R.

Higher Compliance Costs For The Pharma Industry. We incurred additional costs in our pharma segment due to more stringent quality standards on certain of our products. These costs include among others, higher personnel-related costs to assure the level of quality demanded by this market and higher scrap associated with the destruction of non-usable components.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Our Selling, Research & Development and Administrative expenses (“SG&A”) increased by approximately $7.0 million in the second quarter of 2006 compared to the same period a year ago. Approximately $1.9 million (or .5% of net sales) of the increase relates to the expensing of stock options beginning in 2006 due to the adoption of SFAS 123R for all administrative personnel. Acquisitions accounted for approximately $3.0 million of the increase in SG&A in the quarter. The remainder of the increase is due primarily to normal inflationary cost increases. SG&A as a percentage of net sales increased to 14.6% compared to 14.4% of net sales in the same period of the prior year primarily due to the expensing of stock options.

SG&A increased by approximately $17.8 million in the first half of 2006 compared to the same period a year ago. Approximately $8.7 million (or 1.1% of net sales) of the increase relates to the expensing of stock options beginning in 2006 for all administrative personnel. Acquisitions accounted for approximately $6.2 million of the increase in SG&A during the first half of the year. Changes in foreign currency rates positively impacted (less expense) SG&A by approximately $2.8 million. The remainder of the increase is due primarily to normal inflationary cost increases. SG&A as a percentage of net sales increased to 15.6% compared to 14.7% of net sales in the same period of the prior year primarily due to the expensing of stock options.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased approximately $3.0 million in the second quarter of 2006 to $28.3 million compared to $25.3 million in the second quarter of 2005. Acquisitions accounted for approximately $2.4 million of additional depreciation and amortization expense in the quarter.

Depreciation and amortization increased approximately $4.4 million in the first half of 2006 to $55.2 million compared to $50.8 million in the first half of 2005. Acquisitions accounted for approximately $5.5 million of additional depreciation and amortization expense compared to the prior year. Changes in foreign currency rates positively impacted (less expense) depreciation and amortization by approximately $1.3 million.

OPERATING INCOME

Operating income increased approximately $2.6 million in the second quarter of 2006 to $43.8 million compared to $41.1 million in the same period in the prior year. Acquisitions added approximately $2.5 million in operating income during the quarter which was offset by $2.1 million in stock option expense recorded in the quarter. The additional growth in operating income is primarily related to the increased sales and profitability of the Beauty and Home segment. Operating income as a percentage of net sales decreased to 11.0% in the second quarter of 2006 compared to 11.5% for the same period in the prior year.

Operating income increased approximately $0.7 million in the first half of 2006 to $76.2 million compared to $75.5 million in the same period in the prior year. Acquisitions added approximately $4.7 million to operating income in the first half of the year, but this was more than offset by $9.2 million (or 1.2% of net sales) in stock option expense recorded in the first half of 2006. Increases in sales volumes is the primary reason for the overall net increase in operating income for the first half of the year. Operating income as a percentage of sales decreased to 9.8% in the first half of 2006 compared to 10.8% for the same period in the prior year.

NET OTHER EXPENSE

Net other expenses in the second quarter of 2006 increased to $3.4 million from $2.2 million in the same period in the prior year primarily reflecting increased interest expense of $0.9 million. The increase in interest expense is due primarily to higher average interest rates and higher borrowing levels. In addition, there was a reduction in income of affiliates of $0.4 million due to the acquisition in the fourth quarter of 2005 of a previously owned joint venture.

Net other expenses for the six months ended June 30, 2006 increased to $6.8 million from $4.1 million in the same period in the prior year primarily reflecting increased interest expense of $1.9 million. The increase in interest expense is due primarily to higher average interest rates and higher borrowing levels. In addition, there was a reduction in income of affiliates of $0.6 million due to the acquisition in the fourth quarter of 2005 of a previously owned joint venture.

EFFECTIVE TAX RATE

The reported effective tax rate increased to 31.4% for the three months ended June 30, 2006 compared to 24.6% in the second quarter of 2005 due primarily to $3.2 million of tax benefits recorded in the prior year second quarter related to previous year research and development credits received and a special one-time Italian tax law policy change on previously issued government grants.

The reported effective tax rate increased to 31.6% for the six months ended June 30, 2006 compared to 28.0% in the first half of 2005 due primarily to prior year tax benefits mentioned above.

NET INCOME

We reported net income of $27.7 million in the second quarter of 2006 compared to $29.3 million in the second quarter of 2005. The primary reason for the decrease is the tax benefits received in the prior year mentioned above as well as the stock option expense of $1.4 million after tax recorded in the second quarter of 2006. Net income for the six months ended June 30, 2006 was $47.5 million compared to $51.4 million for the first six months of the prior year. The decrease once again is due to the $3.1 million tax benefits received in the prior year mentioned above as well as approximately $6.0 million after tax in stock option expense recorded in the first half of 2006.

BEAUTY & HOME SEGMENT

Beginning with the first quarter of 2006, we have been reporting new business segments that reflect our realigned internal financial reporting structure. Prior period information has been conformed to the current presentation.

Operations that sell spray and lotion dispensing systems primarily to the personal care, fragrance/cosmetic and household markets form the Beauty & Home segment.


	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005

Net Sales	$	207,583		$	175,884		$	402,891		$	354,991
Segment Income (1)		19,752			15,585			36,385			30,481
Segment Income as a percentage of Net Sales		9.5	%		8.9	%		9.0	%		8.6	%

(1) Segment Income is defined as earnings before net interest, stock option and corporate expenses, income taxes and unusual items. The Company evaluates performance of its business units and allocates resources based upon Segment Income. For a reconciliation of Segment Income to income before income taxes, see Note 10 — Segment information to the Consolidated Financial Statements in Item 1.

Net sales for the quarter ended June 30, 2006 increased 18% in the second quarter of 2006 to $207.6 million compared to $175.9 million in the second quarter of the prior year. Acquisitions accounted for approximately $20.6 million or 12% of the sales increase. Changes in exchange rates did not impact sales during the quarter. Sales excluding acquisitions to the

fragrance/cosmetic market were very strong in the quarter, growing nearly 12% compared to the second quarter of 2005, reflecting the success of our new sampling devices and strong demand for our pumps to the high end of the market. Sales excluding acquisitions to the personal care market increased approximately 7% in the second quarter of 2006 compared to the same period in the prior year, while sales to the household market decreased approximately 28% due primarily to a sluggish paint and automotive market combined with a conscious effort to reduce sales at lower margin accounts.

Net sales for the first six months of 2006 increased 13% in the first six months of 2006 to $402.9 million compared to $355.0 million in the first six months of the prior year. Changes in foreign currency exchange rates negatively impacted the sales increase by approximately 2%. Acquisitions accounted for approximately $43.2 million or 12% of the sales increase. Sales excluding foreign currency changes and acquisitions to the personal care and fragrance/cosmetic market both increased approximately 6% in the first six months of 2006 compared to the same period in the prior year, while sales to the household market decreased approximately 17% primarily for the reasons mentioned above.

Segment Income in the second quarter of 2006 increased approximately 27% to $19.8 million compared to $15.6 million reported in the same period in the prior year. Acquisitions accounted for approximately $1.8 million of segment income in the quarter. The remainder of the increase in segment income is due primarily to the significant increase in sales to the high-end of the fragrance/cosmetic market coming from the successful introduction of new products.

Segment Income in the first six months of 2006 increased approximately 19% to $36.4 million compared to $30.5 million reported in the same period in the prior year. Acquisitions accounted for approximately $3.8 million of segment income in the first six months. The remainder of the increase is primarily due to the increased sales to the fragrance/cosmetic market mentioned above.

CLOSURES SEGMENT

The Closures segment designs and manufactures primarily dispensing closures. These products are sold primarily to the personal care, household and food/beverage markets.


	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005

Net Sales	$	109,442		$	101,737		$	214,930		$	196,482
Segment Income		12,186			12,349			22,723			20,611
Segment Income as a percentage of Net Sales		11.1	%		12.1	%		10.6	%		10.5	%

Net sales for the quarter ended June 30, 2006 increased approximately 8% in the second quarter of 2006 to $109.4 million compared to $101.7 million in the second quarter of the prior year. Acquisitions accounted for approximately $5.1 million or 5% of the sales increase. Sales excluding acquisitions to the personal care market decreased approximately 3% in the second quarter of 2006 compared to the same period in the prior year, while sales to the food/beverage market increased 8% and sales to the household market increased 9%.

Net sales for the first six months of 2006 increased approximately 9% in the first six months of 2006 to $214.9 million compared to $196.5 million in the first six months of the prior year. Changes in currencies rates had a 1% negative impact on the sales increase. Acquisitions accounted for approximately $8.1 million or 4% of the sales increase. Sales excluding foreign currency changes and acquisitions to the personal care market increased approximately 1% in the first six months of 2006 compared to the same period in the prior year, while sales to the food/beverage market increased 20% and sales to the household market decreased 2%.

Segment Income in the second quarter of 2006 decreased approximately 1% to $12.2 million compared to $12.3 million reported in the same period in the prior year. The profit from increased sales volume was offset by higher research and development costs in the quarter. The acquisition of the net assets of CCL Dispensing had a $300 thousand positive impact on segment income in the second quarter of 2006.

Segment Income in the first six months of 2006 increased approximately 10% to $22.7 million compared to $20.6 million reported in the same period of the prior year. The increase in segment income is primarily derived from increased sales volumes in the first six months. The acquisition of the net assets of CCL Dispensing had a $200 thousand positive impact on segment income in the first six months of 2006.

PHARMACEUTICAL SEGMENT

Operations that sell dispensing systems to the pharmaceutical market form the Pharma segment.


	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005

Net Sales	$	81,461		$	78,392		$	156,075		$	148,474
Segment Income		19,848			20,293			36,911			36,557
Segment Income as a percentage of Net Sales		24.4	%		25.9	%		23.6	%		24.6	%

Our net sales for the Pharmaceutical segment grew by 4% in the second quarter of 2006 to $81.5 million compared to $78.4 million in the second quarter of 2005. Increased selling prices to this market positively impacted the sales growth in the quarter. Sales of metering valves and unit dose products were strong during the quarter. Sales of tooling to customers decreased in the quarter by approximately $4.1 million due to a large sale of tooling to a particular customer in the second quarter of 2005.

Our net sales for the Pharmaceutical segment grew by 5% in the first six months of 2006 to $156.1 million compared to $148.5 million in the first six months of 2005. Changes in foreign currency rates negatively impacted the sales growth by approximately 3% for the first half of 2006. Increased selling prices to this market positively impacted the sales growth in the first half of 2006. Sales of metering valves were strong during the first half of the year.

Segment Income in the second quarter of 2006 decreased approximately 2% to $19.8 million compared to $20.3 million reported in the same period in the prior year. Quality issues and compliance related costs contributed significantly to the decrease in segment income.

Segment Income in the first six months of 2006 increased approximately 1% to $36.9 million compared to $36.6 million reported in the same period in the prior year but decreased as a percentage of net sales. Once again higher quality-related costs and compliance related costs negatively impacted segment income in 2006.

FOREIGN CURRENCY

A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial statements of our foreign entities. Our primary foreign exchange exposure is to the Euro, but we have foreign exchange exposure to South American and Asian currencies, among others. We manage our foreign exchange exposures principally with forward exchange contracts to hedge certain transactions and firm purchase and sales commitments denominated in foreign currencies. A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on our financial statements. Conversely, a U.S. weakening dollar has an additive effect. In some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. Changes in exchange rates on such inter-country sales could materially impact our results of operations.

QUARTERLY TRENDS

Our results of operations in the second half of the year typically are negatively impacted by customer plant shutdowns in the summer months in Europe and plant shutdowns in December. In the future, our results of operations in a quarterly period could be impacted by factors such as changes in product mix, changes in material costs, changes in growth rates in the industries to which our products are sold, recognition of equity based compensation expense for retirement eligible employees in the period of grant and changes in general economic conditions in any of the countries in which we do business.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations and our revolving credit facility. Cash and equivalents increased to $121.9 million from $117.6 million at December 31, 2005. Total short and long-term interest bearing debt increased in the first half of 2006 to $264.6 million from $246.6 million at December 31, 2005. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholder’s equity plus Net Debt) remained constant at approximately 14% compared to December 31, 2005.

In the first half of 2006, our operations provided approximately $77.4 million in cash flow compared to $72.9 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization. The increase in cash flow is primarily attributable to an increase in earnings before depreciation, amortization and non-cash stock option expense. During the first half of 2006, we utilized the majority of the operating cash flows to finance capital expenditures and acquisitions.

We used $73.0 million in cash for investing activities during the first half of 2006, compared to $77.4 million during the same period a year ago. The sum of capital expenditures ($55.1 million) and acquisition of businesses ($21.3 million) in the first half of 2006 was comparable to the sum of capital expenditures ($49.4 million) and acquisition of businesses ($29.3 million) spent in the first half of 2005. The acquisition of the net assets of CCL Dispensing in 2006 was financed primarily with an increase in short-term borrowings. Cash outlays for capital expenditures for 2006 are estimated to be approximately $110 million.

We used approximately $8.8 million in cash from financing activities in the first half of 2006 compared to $28 million in cash used in the first half of the prior year. The decrease in cash used from financing activities is due primarily to a decrease of approximately $21.0 million in purchases of treasury stock in the first half of 2006 compared to the first half of 2005.

Our revolving credit facility and certain long-term obligations require us to satisfy certain financial and other covenants including:

Based upon the above interest coverage ratio covenant as of June 30, 2006, we could borrow additional debt up to a limit where interest expense would not exceed approximately $73.6 million. Actual interest expense for the past four quarters was approximately $14.1 million. Based upon the above debt to capital ratio covenant we would have the ability to borrow an additional $835 million before the 55% requirement would be exceeded.

We have negotiated an amendment to our revolving credit facility (including a $50 million increase in the amount of the facility to $200 million) and refinanced $50 million of existing borrowings with private placement debt. Both of these activities were completed on July 31, 2006.

Our foreign operations have historically met cash requirements with the use of internally generated cash or borrowings. Foreign subsidiaries have financing arrangements with several foreign banks to fund operations located outside the U.S., but all these lines are uncommitted. Cash generated by foreign operations has generally been reinvested locally. The majority of our $121.9 million in cash and equivalents is located outside of the U.S. In 2005, we decided to repatriate in 2006 a portion of non-U.S. subsidiary current year earnings. Approximately $12.9 million was repatriated in the second quarter of 2006. We provided for additional taxes of approximately $.6 million in 2005 for this repatriation.

We believe we are in a strong financial position and have the financial resources to meet business requirements in the foreseeable future. We have historically used cash flow from operations as our primary source of liquidity. In the event that customer demand would decrease significantly for a prolonged period of time and negatively impact cash flow from operations, we would have the ability to restrict and significantly reduce capital expenditure levels, which historically have been the most significant use of cash for us. A prolonged and significant reduction in capital expenditure levels could increase future repairs and maintenance costs as well as have a negative impact on operating margins if we were unable to invest in new innovative products.

On July 19, 2006, the Board of Directors declared an increase in the quarterly dividend from $0.20 per share to $0.22 per share payable on August 22, 2006 to stockholders of record as of August 1, 2006.

OFF-BALANCE SHEET ARRANGEMENTS

We lease certain warehouse, plant and office facilities as well as certain equipment under noncancelable operating leases expiring at various dates through the year 2018. Most of the operating leases contain renewal options and certain equipment leases include options to purchase during or at the end of the lease term. We have an option on one building lease to purchase the building during or at the end of the term of the lease at approximately the amount expended by the lessor for the purchase of the building and improvements, which was the fair value of the facility at the inception of the lease. This lease has been accounted for as an operating lease. If the Company exercises its option to purchase the building, the Company would account for this transaction as a capital expenditure. If the Company does not exercise the purchase option by the end of the lease in 2008, the Company would be required to pay an amount not to exceed $9.5 million and would receive certain rights to the proceeds from the sale of the related property. The value of the rights to be obtained relating to this property is expected to exceed the amount paid if the purchase option is not exercised. Other than operating lease obligations, we do not have any off-balance sheet arrangements.

ADOPTION OF ACCOUNTING STANDARDS

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 155 “Accounting for Certain Hybrid Financial Instruments — An Amendment of FASB Statements No. 133 and 140.” This Statement allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company has performed a preliminary evaluation and determined that it currently does not have any embedded derivatives and as a result the adoption of this accounting pronouncement is not expected to have an impact on the financial results of the Company.

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in conformity with U.S. GAAP often requires us to make judgments, estimates and assumptions regarding uncertainties that affect the results of operations, financial position and cash flows of the Company, as well as the related footnote disclosures. Management bases its estimates on knowledge of our operations, markets in which we operate, historical trends, and other assumptions. Actual results could differ from these estimates under different assumptions or conditions.

As discussed in Item 7, “Management’s Discussion and Analysis of Consolidated Results of Operations and Financial Condition” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, management considers the Company’s policies on Impairment of Goodwill, Allowance for Doubtful Accounts, Valuation of Pension Benefits and Income Taxes on Undistributed Earnings of Foreign Subsidiaries to be the most important to the portrayal of AptarGroup’s financial condition and results of operations because they require the use of estimates, assumptions and the application of judgment.

Effective January 1, 2006, the Company adopted SFAS No. 123R, “Share-Based Payment”. With the adoption of SFAS 123R, AptarGroup has added “Share-Based Compensation” as a critical accounting policy.

SHARE-BASED COMPENSATION

The Company has adopted the modified prospective method of applying SFAS 123(R), which requires the recognition of compensation expense on a prospective basis. Accordingly, prior period financial statements have not been restated. Among its provisions, SFAS 123R requires the Company to recognize compensation expense for equity awards over the service period

based on their grant-date fair value. The compensation expense is recognized only for share-based payments expected to vest and we estimate forfeitures at the date of grant based on the Company’s historical experience and future expectations.

The Company uses the Black-Scholes option-valuation model to value stock options, which requires the input of subjective assumptions. These assumptions include the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s stock price, risk-free interest rate, the expected dividend yield and stock price. The expected term of the options is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. The expected term determines the period for which the risk-free interest rate and volatility must be applied. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected term. Expected stock price volatility is based on historical volatility of the Company’s stock price. Dividend yield is management’s long-term estimate of annual dividends to be paid as a percentage of share price.

For 2006, the impact of adopting SFAS 123R is expected to reduce our operating income by $13.3 million and our diluted earnings per share by $0.24. Future changes in the subjective assumptions used in the Black-Scholes option-valuation model or estimates associated with forfeitures could materially affect the share-based compensation expense and, consequently, the related amounts recognized in the Condensed Consolidated Statement of Income.

OUTLOOK

We expect sales to continue to increase in the third quarter with sales by each of our business segments expecting to grow. Strong customer demand in the high-end sector of the fragrance/cosmetics market along with a continuing positive trend in the personal care market and the impact from companies acquired in the fourth quarter of 2005 are expected to drive sales in the Beauty and Home segment higher than the prior year. Sales in the Closures segment are also expected to increase over the prior year due partially to the full quarter impact of the acquisition of CCL Dispensing in the first quarter of 2006 as well as increased volumes of the core products. Sales in the Pharma segment are expected to improve despite more difficult quality compliance requirements.

Raw material costs are expected to continue to rise in the third quarter in particular for metal components. This may have a negative impact on the anticipated results if delays or difficulties are encountered in passing through these additional costs to customers or the supply of metal components becomes tight.

Stock option expense is estimated to negatively impact diluted earnings per share by approximately $.04 per share in the third quarter.

We anticipate that diluted earnings per share for the third quarter of 2006 will be in the range of $.74 to $.79 per share including the $.04 negative impact coming from stock option expenses, compared to $.69 per share in the prior year.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis and certain other sections of this Form 10-Q contain forward-looking statements that involve a number of risks and uncertainties. Words such as “expects,” “anticipates,” “believes,” “estimates,” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment, including but not limited to:

•		difficulties in product development and uncertainties related to the timing or outcome of product development;
•		the cost and availability of raw materials (particularly resin);
•		our ability to increase prices;
•		our ability to contain costs and improve productivity;
•		our ability to meet future cash flow estimates to support our goodwill impairment testing;
•		direct or indirect consequences of acts of war or terrorism;
•		difficulties in complying with government regulation;
•		competition (particularly from Asia) and technological change;
•		our ability to protect and defend our intellectual property rights;
•		the timing and magnitude of capital expenditures;
•		our ability to successfully integrate our recent acquisitions and our ability to identify potential new acquisitions and to successfully acquire and integrate such operations or products;
•		significant fluctuations in currency exchange rates;
•		economic and market conditions worldwide;
•		changes in customer spending levels;
•		work stoppages due to labor disputes;
•		the timing and recognition of the costs of the workforce redeployment program in France;
•		the demand for existing and new products;
•		significant product liability claims;
•		other risks associated with our operations.

Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Additionally, in some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. Any changes in exchange rates on such inter-country sales may impact our results of operations.

We manage our exposures to foreign exchange principally with forward exchange contracts to hedge certain firm purchase and sales commitments and intercompany cash transactions denominated in foreign currencies.

The table below provides information as of June 30, 2006 about our forward currency exchange contracts. All the contracts expire before the end of the second quarter of 2007.


	Contract Amount		Average Contractual
Buy/Sell	(in thousands)		Exchange Rate

Euro/U.S. Dollar	$	31,888		1.2594
Swiss Francs/Euro		15,606		0.6447
Canadian Dollar/Euro		7,354		0.6763
Euro/Swiss Francs		6,578		1.5576
Euro/British Pound		2,446		0.6885
Euro/Japanese Yen		2,066		141.0400
Russian Ruble/Euro		1,343		0.0291
Chinese Yuan/Japanese Yen		1,223		14.1582
Other		3,900

Total	$	72,404

As of June 30, 2006, we have recorded the fair value of foreign currency forward exchange contracts of $0.7 million in prepaids and other current assets in the balance sheet.

At June 30, 2006, we had a fixed-to-variable interest rate swap agreement with a notional principal value of $25 million which requires us to pay an average variable interest rate (which was 5.2% at June 30, 2006) and receive a fixed rate of 6.6%. The variable rate is adjusted semiannually based on London Interbank Offered Rates (“LIBOR”). Variations in market interest rates would produce changes in our net income. If interest rates increase by 100 basis points, net income related to the interest rate swap agreement would decrease by less than $0.2 million assuming a tax rate of 32%. As of June 30, 2006, we recorded the fair value of the fixed-to-variable interest rate swap agreement of $750 thousand in miscellaneous other assets with an offsetting adjustment to debt. No gain or loss was recorded in the income statement in 2006 since there was no hedge ineffectiveness.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management has evaluated, with the participation of the chief executive officer and chief financial officer of the Company, the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2006. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended June 30, 2006, the Company implemented an enterprise resource planning system at an individually significant entity located in the United States. Consequently, the control environment has been modified at this location. Other than the change mentioned above, no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Company’s fiscal quarter ended June 30, 2006 that materially affected, or is reasonably like to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

PricewaterhouseCoopers LLP has advised the Company that, with respect to the review of the Company’s first quarter 2006 financial statements, PricewaterhouseCoopers LLP inadvertently failed to comply with the five-year rotation requirement for its concurring partner serving on the Company’s engagement. PricewaterhouseCoopers LLP has further advised the Company that, in light of the foregoing, PricewaterhouseCoopers LLP has assigned a new concurring partner and that such partner completed a subsequent review of the Company’s first quarter 2006 financial statements. The Audit Committee and PricewaterhouseCoopers LLP have each considered the foregoing violation of the five-year rotation requirement and determined that there has been no impairment of the independence of PricewaterhouseCoopers LLP. In making this determination, the Audit Committee considered that the new concurring partner has performed the reviewing responsibilities that were also performed by the prior concurring partner with respect to the Company’s first quarter 2006 financial statements, that there was no violation of the rotation requirement with respect to any audited financial statements or with respect to any unaudited financial statements other than those for the first quarter of 2006 and that PricewaterhouseCoopers LLP does not believe that its independence has been impaired.

PART II — OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended June 30, 2006, the FCP Aptar Savings Plan (the “Plan”) purchased 950 shares of our common stock on behalf of the participants at an average price of $51.61 per share, for an aggregate amount of $49 thousand. At June 30, 2006, the Plan owns 7,450 shares of our common stock. The employees of AptarGroup S.A.S. and Valois S.A.S., our subsidiaries, are eligible to participate in the Plan. All eligible participants are located outside of the United States. An independent agent purchases shares of common stock available under the Plan for cash on the open market and we do not issue shares. We do not receive any proceeds from the purchase of Common Stock under the Plan. The agent under the Plan is Banque Nationale de Paris Paribas Asset Management. No underwriters are used under the Plan. All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table summarizes the Company’s purchases of its securities for the quarter ended June 30, 2006:


					Total Number Of Shares		Maximum Number Of
	Total Number				Purchased As Part Of		Shares That May Yet Be
	Of Shares		Average Price		Publicly Announced		Purchased Under The
Period	Purchased		Paid Per Share		Plans Or Programs		Plans Or Programs

4/1 — 4/30/06		37,400	$	52.39		37,400		984,600
5/1 — 5/31/06		168,600		52.34		168,600		816,000
6/1 — 6/30/06		139,500		52.16		139,500		676,500
Total		345,500	$	52.28		345,500		676,500

The Company announced the existing repurchase program on July 15, 2004. On July 19, 2006, the Company announced that its Board of Directors authorized the Company to repurchase an additional two million shares of its outstanding common stock. There is no expiration date for these repurchase programs.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders was held on May 3, 2006. A vote was taken by ballot for the election of four directors to hold office until the 2009 Annual Meeting of Stockholders. The following nominees received the number of votes as set forth below:


Nominee	For		Withheld		Broker Non-Votes

Stefan A. Baustert		31,225,224		154,978		-0-
Rodney L. Goldstein		30,715,282		664,920		-0-
Ralph Gruska		30,715,646		664,556		-0-
Dr. Leo A. Guthart		29,172,522		2,207,680		-0-

Continuing as directors with terms expiring in 2007 are Alain Chevassus, Stephen J. Hagge and Carl A. Siebel. Continuing as directors with terms expiring in 2008 are King W. Harris, Peter H. Pfeiffer and Dr. Joanne C. Smith.

ITEM 5. OTHER INFORMATION

Credit Agreement

On July 31, 2006, AptarGroup, Inc. (for purposes of this Item 5, the “Company”) and AptarGroup Holding SAS (together with the Company, the “Borrowers”) entered into an Amended and Restated Multicurrency Credit Agreement (the “Credit Agreement”) by and among the Borrowers, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.

The Credit Agreement provides for a $200,000,000 five-year unsecured multi-currency revolving senior credit facility consisting of two tranches of loans. Pursuant to the terms of the Credit Agreement, the Company guarantees the obligations of AptarGroup Holding SAS under the Credit Agreement.

The Credit Agreement provides for an option to extend the credit facility for an additional year if requested by the Company during a specified time period prior to July 31, 2007 or July 31, 2008 and an option to request increases in the lenders’

commitment by up to an additional $100,000,000 aggregate principal amount. Funding under the Credit Agreement is subject to conditions customary for financing transactions of this nature.

In general, loans under the Credit Agreement will bear interest at one of two rates selected by the Company, which are either (i) a base rate equal to the higher of a reference prime rate or 0.005% per annum above the federal funds rate or (ii) a reference London Interbank Offer Rate, plus a spread ranging from 0.135% to 0.375%. The applicable spread will be determined on the basis of the Company’s consolidated leverage ratio as set forth in the most recent compliance certificate delivered by the Company pursuant to the Credit Agreement, which consolidated leverage ratio will also be used in determining the applicable spreads for the facility fee and the utilization fee. The facility fee is determined by multiplying the applicable spread, which may range from 0.065% to 0.15%, by the actual daily amount of the aggregate commitments. The utilization fee is determined by multiplying the applicable spread, which may range from 0.05% to 0.125%, by the total outstanding amount of loans on each day that the total outstanding amount exceeds 50% of the actual daily amount of the aggregate commitments then in effect. The effective interest rate of the initial loans pursuant to the Credit Agreement is expected to be approximately 5.57%. In addition, the credit facility is subject to an arrangement fee, upfront fee and administrative agency fee as agreed among the parties.

The revolving credit facility will mature on July 31, 2011. Upon prior notice to the administrative agent, the Borrowers may prepay loans at any time without premium or penalty (except eurocurrency breakage fees, if any).

The representations, covenants and events of default in the Credit Agreement are substantially similar to the representations, covenants and events of default contained in the Company’s Multicurrency Credit Agreement, dated as of February 27, 2004 (the “Existing Credit Agreement”), among the Borrowers, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. Like the Existing Credit Agreement, the Credit Agreement requires that the Borrowers maintain a consolidated leverage ratio, calculated as a ratio of consolidated debt to total capitalization, of not more than .55 to 1.

Loans under the Credit Agreement will automatically become immediately due and payable without notice upon the occurrence of an event of default involving insolvency or bankruptcy of the Borrowers or any Subsidiary (as defined in the Credit Agreement) of the Company holding in the aggregate more than five percent of the consolidated assets of the Company and its Subsidiaries. In addition, upon the occurrence and during the continuation of any other event of default under the Credit Agreement, by notice given to the Company, the Required Lenders (as defined in the Credit Agreement) may direct the administrative agent to terminate the commitments and declare all outstanding loans to be immediately due and payable.

The Borrowers intend to use the proceeds of the loans under the Credit Agreement to pay fees and expenses incurred in connection with the Credit Agreement, to repay indebtedness under the Existing Credit Agreement and for working capital, capital expenditures or other lawful corporate purposes.

A copy of the Credit Agreement is filed as Exhibit 4.1 to this report, and the foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement.

Note Purchase Agreement

The Company entered into a Note Purchase Agreement, dated as of July 31, 2006 (the “Note Purchase Agreement”), among the Company and the purchasers listed on Schedule A thereto pursuant to which the Company may issue and sell up to $100,000,000 aggregate principal amount of its senior notes issuable in series. The Note Purchase Agreement contains customary terms and conditions.

On July 31, 2006, the Company issued $50,000,000 of its 6.04% Series 2006-A Senior Notes Due July 31, 2016 (the “Notes”) in a private placement to various institutional investors pursuant to the Note Purchase Agreement. The Company used the proceeds from the sale of the Notes to repay existing indebtedness of the Company under the Existing Credit Agreement.

Pursuant to the Note Purchase Agreement, the Company will pay interest on the outstanding balance of the Notes at a rate of 6.04% per annum from the date of the issuance of the Notes, payable semiannually commencing on January 31, 2007, until such principal becomes due and payable.

The Company may from time to time, at its option, upon notice, prepay prior to maturity all or any part of the principal amount of the Notes, together with accrued interest and the Make-Whole Amount (as defined in the Note Purchase Agreement), as specified in the Note Purchase Agreement.

The Notes will automatically become immediately due and payable without notice upon the occurrence of an event of default involving insolvency or bankruptcy of the Company or any Significant Subsidiary (as defined in the Note Purchase Agreement). In addition, by notice given to the Company, any holder or holders of more than 50% in principal amount of the Notes, at its or their option, may declare all of the Notes to be immediately due and payable upon the occurrence and continuation of any other event of default, and, by notice given to the Company, any holder of the Notes may, at its option, declare all of the Notes held by such holder to be immediately due and payable in the event that the Company defaults in the payment of any payment due and payable under the Note Purchase Agreement.

A copy of the Note Purchase Agreement is filed as Exhibit 4.2 to this report, and a copy of the form of the Notes is filed as Exhibit 4.3 to this report. The foregoing description of the Note Purchase Agreement and the Notes is qualified in its entirety by reference to the full text of the Note Purchase Agreement and the form of the Notes.



Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income — Three and Six Months Ended June 30, 2006 and 2005	1

	Condensed Consolidated Balance Sheets — June 30, 2006 and December 31, 2005	2

	Condensed Consolidated Condensed Statements of Cash Flows — Six Months Ended June 30, 2006 and 2005	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Controls and Procedures	21

Part II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 4.	Submission of Matters to a Vote of Security Holders	23

Item 5.	Other Information	23

Item 6.	Exhibits	25

	Signature	26
Amended and Restated Multicurrency Credit Agreement
Note Purchase Agreement
Form of 6.04% Series 2006-A Senior Notes
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 906
Certification Pursuant to Section 906


	June 30,		December 31,
	2006		2005

Assets

Current Assets:
Cash and equivalents	$	121,897	$	117,635
Accounts and notes receivable, less allowance for doubtful accounts of $11,374 in 2006 and $10,356 in 2005		318,290		260,175
Inventories, net		208,576		184,241
Prepaid expenses and other current assets		51,871		43,240

		700,634		605,291


Property, Plant and Equipment:
Buildings and improvements		226,270		201,194
Machinery and equipment		1,147,645		1,058,684

		1,373,915		1,259,878
Less: Accumulated depreciation		(813,136)		(735,659)

		560,779		524,219
Land		13,402		12,601

		574,181		536,820


Other Assets:
Investments in affiliates		5,434		5,050
Goodwill		202,090		184,763
Intangible assets, net		18,264		16,927
Other non-current assets		6,325		8,468

		232,113		215,208

Total Assets	$	1,506,928	$	1,357,319


			Charges For
	Beginning Reserve		The Six Months							Ending Reserve
	At 01/01/06		Ended 06/30/06		Cash Paid			FX Impact		At 06/30/06

Employee severance	$	2,323	$	853	$	(1,637	)	$	226	$	1,765
Other costs		—		501		(524	)		23		—

Totals	$	2,323	$	1,354	$	(2,161	)	$	249	$	1,765


		AptarGroup, Inc. (Registrant)

		By		/s/ Stephen J. Hagge
		Stephen J. Hagge Executive Vice President, Chief Financial Officer and Secretary (Duly Authorized Officer and Principal Financial Officer)

		Date: August 1, 2006


Exhibit
Number		Description

4.1		Amended and Restated Multicurrency Credit Agreement dated as of July 31, 2006 among AptarGroup, Inc. and AptarGroup Holding SAS, as borrowers, the lenders from time to time party thereto, Bank of America, N.A. as Administrative Agent, Banc of America Securities LLC as Sole Lead Arranger and Banc of America Securities LLC and JP Morgan Securities Inc. as Joint Bookrunners.
4.2		Note Purchase Agreement dated as of July 31, 2006, among AptarGroup, Inc. and the purchasers listed on Schedule A thereto.
4.3		Form of AptarGroup, Inc. 6.04% Series 2006-A Senior Notes Due July 31, 2016.
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Requirement

Level at June 30, 2006

Interest coverage ratio

At least 3.5 to 1

Debt to total capital ratio

No more than 55%