SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of report (Date of earliest event reported): July 23, 1998

                                APTARGROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                  State or Other Jurisdiction of Incorporation


                               1-11846 36-3853103
          (Commission File Number) (I.R.S. Employer Identification No.)


            475 W. Terra Cotta Ave., Suite E, Crystal Lake, IL 60014
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's Telephone Number, Including Area Code: (815) 477-0424


 ______________________________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report)


                                                        
 
Item 5.  Other Events.

     On July 23,  1998 the Registrant  announced that its Board of Directors had
declared a two-for-one stock split (the  "Stock-Split") to be effected by a 100%
stock dividend to be distributed on August 25, 1998 (the "Distribution Date") to
stockholders  of record of the  Registrant's  Common Stock,  $.01 value ("Common
Stock"), as of the close of business on August 4, 1998.

     In  accordance  with the Rights  Agreement  dated as of April 6,  1993 (the
"Rights  Agreement") between the Company and ChaseMellon  Shareholder  Services,
L.L.C. (successor to Chemical Bank), as Rights Agent, each share of Common Stock
is currently accompanied by one Preferred Stock Purchase Right (a "Right"). Each
Right,  after it  becomes  exercisable  and until  such time as it expires or is
redeemed,  entitles the holder to purchase  from the Company one  one-thousandth
(1/1000) of a share of the Company's  Series A  Junior  Participating  Preferred
Stock ("Preferred  Stock") at an exercise price of $70 per Right. The redemption
price is $.01 per Right.

     As a result of the Stock Split and pursuant to  Section 11(o) of the Rights
Agreement,  effective as of the Distribution  Date, each Right, after it becomes
exercisable  and until such time as it expires or is redeemed,  will entitle the
holder to purchase  from the Company one  two-thousandth  (1/2000) of a share of
Preferred  Stock  at  an  exercise  price  of  $35.00  per  Right.  Pursuant  to
Section 23(a) of the Rights  Agreement,  effective as of the Distribution  Date,
the redemption price will be $.005 per Right.

     As a  result  of  the  Stock  Split  and  pursuant  to the  Certificate  of
Designations  establishing the Preferred Stock, effective as of the Distribution
Date:  (i) each share of Preferred Stock will be entitled to quarterly dividends
equal to the greater of $20 or 2,000 times the aggregate per share amount of all
dividends  declared on the Common Stock during the quarter,  (ii) each  share of
Preferred  Stock will be entitled to 2,000 votes on all matters  submitted  to a
vote of the Company's  stockholders and (iii) each share of Preferred Stock will
be entitled to receive payment upon any  liquidation,  dissolution or winding up
of the  Company,  the  greater  of  $20.00  or  2,000  times  the  amount  to be
distributed per share to holders of shares of Common Stock.

     The Rights  Agreement,  including the form of Certificate  of  Designations
establishing  the  Preferred  Stock  which is  Exhibit A  thereto,  was filed as
Exhibit 6.3 to the  Registrant's  Registration  Statement on Form 8-A filed with
the Securities and Exchange  Commission on April 5,  1993.  Reference is made to
the Rights Agreement for a more complete description of the terms of the Rights.


                                  SIGNATURES

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


Date:  July 31, 1998


                                                 APTARGROUP, INC.



                                            By:  ___________________________
                                                 Stephen J. Hagge
                                                 Executive Vice President and
                                                 Chief Financial Officer,
                                                 Secretary and Treasurer