8-K

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549

                               FORM 8-K

                   AMENDMENT TO CURRENT REPORT PURSUANT
                      TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): January 29, 2004


                       Checkpoint Systems, Inc.
      --------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


                           Pennsylvania
        ------------------------------------------------------------
       (State or other jurisdiction of incorporation or organization)



                       1-11257 22-1895850
           ------------------------ --------------------------------
          (Commission File Number) (I.R.S. Employer Identification No.)



            101 Wolf Drive, P.O. Box 188, Thorofare, New Jersey 08086
         -------------------------------------------------------------------
                (Address of principal executive offices)


                             (856) 848-1800
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               (Registrant's telephone number, including area code)


                                  N/A
         ------------------------------------------------------------------
          (Former name or address, if changed since last report)





     Item 5.     Other Events
     ------      ------------

     On January 29, 2004, the Company issued a press release announcing that
it will redeem $60.0 million of the aggregate principal amount of its
outstanding 5-1/4% Convertible Subordinated Debentures due 2005. The redemption
will take place on April 13, 2004.



     Item 7.     Financial Statements and Exhibits
     ------      ---------------------------------

1. Exhibits

Press release issued, January 29, 2004.




                            Signature
                            ---------

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: January 30, 2004

Checkpoint Systems, Inc.


/s/George W. Off
- -------------------------------------
Chairman, President
and Chief Executive Officer

EX-99.1

                                    - MORE -

                                    COMPANY CONTACT:
                                    Checkpoint Systems, Inc.
                                      Craig Burns
                                      Executive Vice President,
                                      Chief Financial Officer, Finance
                                      and Operations
                                      (856) 848-1800
                                    INVESTOR RELATIONS CONTACTS:
                                      Christine Mohrmann, Lindsay Hatton
                                      Financial Dynamics
                                      (212) 850-5600

FOR IMMEDIATE RELEASE


     Checkpoint SYSTEMS, INC. announces plan to REDEEM $60 MILLION
            OF 51/4% CONVERTIBLE SUBORDINATED Debentures

Thorofare, New Jersey, January 29, 2004 - Checkpoint Systems, Inc. (NYSE: CKP)
today announced that it will redeem $60.0 million of the aggregate principal
amount of its outstanding 5 1/4% Convertible Subordinated Debentures due 2005
("the Notes"). The redemption will take place on April 13, 2004. The Company
will use cash flow from operations in addition to borrowings under its revolving
credit facility to fund the pending redemption. The Notes are traded on the NYSE
under the symbol CKP05.

Checkpoint issued $120 million of the Notes in October 1995. In September 2003,
the Company called for redemption $35 million in aggregate principal amount of
the Notes. Of this amount, only $4.7 million were actually redeemed, and the
holders of the remaining $30.3 million elected to convert the Notes into
Checkpoint common stock. Upon the completion of the pending redemption, the
principal balance of the Notes will be $23.6 million. The Notes are due in
November 2005. Each Note in the denomination of $1,000 is convertible into
Checkpoint common stock, at the holder's option, at a conversion price of
$18.375 per share, which is equivalent to approximately 54.4218 shares of the
Company's common stock. On January 29, 2004, the last reported sale price of
Checkpoint Systems Common Stock on the NYSE was $20.08. The CUSIP numbers for
the Notes are 162825AB9 and U16197AA0.

Prior to 5:00 p.m. (Eastern Time) on April 8, 2004, holders of Notes called for
redemption may convert their Notes into shares of Checkpoint Systems Common
Stock. Cash will be paid in lieu of fractional shares. Any Notes called for
redemption and not converted on or before 5:00 p.m. (Eastern Time) on April 8,
2004, will be automatically redeemed on April 13, 2004, after which interest
will cease to accrue.

A Notice of Redemption will be sent to the registered holders of the Notes by
the Trustee, JPMorgan Chase Bank, in accordance with the procedures outlined in
the Offering Circular, dated October 17, 1995.

This press release is not an offer to purchase or a solicitation of acceptance
of the offer to purchase. The press release shall not constitute a notice of
redemption of the Notes.

Checkpoint Systems, Inc. is a multinational company that manufactures and
markets labeling systems designed to improve efficiency, reduce costs and
provide value-added label solutions for customers across many markets and
industries. Checkpoint is a leading provider of EAS and RFID systems, source
tagging, barcode labeling systems, hand-held labeling systems and retail
merchandising systems. Applications include automatic identification, retail
security and pricing and promotional labels. Operating directly in 30 countries,
Checkpoint has a global network of subsidiaries and provides professional
customer service and technical support around the world. Checkpoint Systems,
Inc.'s website is located at www.checkpointsystems.com.

Safe Harbor Statement
This press release may include information that could constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements may involve
risk and uncertainties that could cause actual results to differ materially from
any future results encompassed within the forward-looking statements. Factors
that could cause or contribute to such differences include those matters
disclosed in the Company's Securities and Exchange Commission filings.



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