UNITED STATES

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) ~~February~~April 1816, 2009

TEKNI-PLEX, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)
333-28157	22-3286312
(Commission File Number)	(I.R.S. Employer Identification No.)
1150 First Ave., Suite 501, King of Prussia, Pennsylvania	~~08876~~19406
(Address of principal executive offices)	(Zip Code)

(484) 690-1520

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Explanatory~~Item ~~Note~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~April ~~disclosed~~16, in2009 ~~our~~the ~~Current~~Board ~~Report~~of onDirectors ~~Form~~of ~~8-K filed on November 17, 2008,~~ Tekni-Plex, Inc. (the “Company”“) ~~entered~~approved ~~into~~an aamendment ~~series~~to ofthe ~~agreements~~Company's on2008 ~~November~~Stock ~~14,~~Option ~~2008~~Plan. ~~Attached~~The ~~are~~amendment increased the ~~copies~~total number of ~~those~~shares ~~agreements.~~of ~~Those~~Company ~~agreements~~common ~~were~~stock ~~omitted~~in ~~from~~respect ~~the~~of ~~Form~~which ~~8-K~~stock ~~filed~~options onmay ~~November~~be ~~17,~~granted under the Company's 2008, inStock ~~accordance~~Option ~~with~~Plan ~~General~~by ~~Instruction~~70,000 ~~B.4.~~shares to a total of ~~Form~~ ~~8-K~~420,000 shares.

~~Item~~The 9above description of the amendment to the Company's 2008 Stock Option Plan is not intended to be complete and is qualified in its entirety by reference to the Company's 2008 Stock Option Plan, as amended.~~01.~~ ~~Financial~~The ~~Statements~~2008 Stock Option Plan, the First Amendment to the 2008 Stock Option Plan and the Form of Stock Option Agreement are filed as Exhibits 10.1-10.3 to this current report on Form 8-K and incorporated herein by reference.

~~(d)~~Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Second Amended and Restated Credit Agreement, dated as of November 14, 2008, by and among the Company, the lenders and issuers party thereto, Citicorp USA, Inc., as Administrative Agent, and General Electric Capital Corporation, as Syndication Agent.
10.2	Junior Lien Credit Agreement, dated as of November 14, 2008, by and between the Company and OCM Tekni-Plex Holdings II, L.P.
10.3	Term Loan Agreement, dated as of November 14, 2008, by and between Tekni-Plex Europe NV and OCM Luxembourg Tekni-Plex Holdings S.à.r.l.
10.4	Intercreditor Agreement, dated as of November 14, 2008, by and among Citicorp USA, Inc., OCM Tekni-Plex Holdings II, L.P., and the Company.

(d) Exhibits.

SIGNATURES

Exhibit No.	Description

10.1	2008 Stock Option Plan
10.2	First Amendment to the 2008 Stock Option Plan
10.3	Form of Stock Option Agreement

~~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.~~SIGNATURES

~~TEKNI-PLEX~~Pursuant to the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has ~~Paul~~duly J.caused ~~Young~~this ~~Name:~~report ~~Paul~~to J.be ~~Young~~signed ~~Title:~~on ~~Chief~~its ~~Executive~~behalf ~~Officer~~by the undersigned hereunto duly authorized.

~~Dated~~TEKNI-PLEX, INC. By: ~~February~~ ~~18,~~/s/ ~~2009~~Paul J. Young Name: Paul J. Young Title: Chief Executive Officer

~~EXHIBIT~~Dated: April ~~INDEX~~22, 2009

Exhibit No.	Description
10.1	Second Amended and Restated Credit Agreement, dated as of November 14, 2008, by and among the Company, the lenders and issuers party thereto, Citicorp USA, Inc., as Administrative Agent, and General Electric Capital Corporation, as Syndication Agent.
10.2	Junior Lien Credit Agreement, dated as of November 14, 2008, by and between the Company and OCM Tekni-Plex Holdings II, L.P.
10.3	Term Loan Agreement, dated as of November 14, 2008, by and between Tekni-Plex Europe NV and OCM Luxembourg Tekni-Plex Holdings S.à.r.l.
10.4	Intercreditor Agreement, dated as of November 14, 2008, by and among Citicorp USA, Inc., OCM Tekni-Plex Holdings II, L.P., and the Company.

EXHIBIT INDEX

Exhibit No.	Description

10.1	2008 Stock Option Plan
10.2	First Amendment to the 2008 Stock Option Plan
10.3	Form of Stock Option Agreement

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