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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 1996
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Noel Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-19737 13-2649262
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
667 Madison Avenue, New York, New York 10021
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 371-1400
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 21, 1996 the Board of Directors of Noel Group, Inc.
("Noel") adopted a Plan of Complete Liquidation and Dissolution (the "Plan") and
directed that the Plan be submitted to Noel's shareholders for approval at a
Special Meeting of Shareholders to be held as soon as practicable. The objective
of the Plan is to achieve Noel's strategy to realize the value of its holdings
and return the value to its shareholders. Steps towards distribution and
monetization of Noel's assets will commence after shareholder approval of the
Plan. The Company anticipates that substantial distributions will be made within
a year, although complete distribution may take from one to more than two years.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NOEL GROUP, INC.
(Registrant)
Dated: May 29, 1996 By:/s/ Todd K. West
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Todd K. West
Vice President-Finance,
Chief Financial Officer
and Secretary
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