APTARGROUP INC
11-K, 1997-06-25
PLASTICS PRODUCTS, NEC
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<PAGE>
PAGE    1



                   SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                               FORM 11-K

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

                For the Fiscal Year Ended December 31, 1996

                                   OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                  For the transition period from ----to----

                       COMMISSION FILE NUMBER 1-11846


                              APTARGROUP, INC.
                      Profit Sharing and Savings Plan
                      --------------------------------
                          (Full title of the Plan)



                              APTARGROUP, INC.
                        ---------------------------
        (Name of issuer of certain securities held pursuant to the Plan)


                    475 WEST TERRA COTTA AVENUE, SUITE E
                            CRYSTAL LAKE, IL 60014
                    ------------------------------------
         (Address of Issuer's Principal Executive Office and Plan)


<PAGE>
PAGE     2




                              APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN

                 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
                 --------------------------------------------


Title                                                           PAGE
- -----                                                           ----

Report of independent accountants                                 3

Financial statements:

      Statements of Financial Position, With
      Fund Information, at December 31, 1996 and 1995           4-7

      Statements of Income and Changes in
      Plan Equity, With Fund Information,
      for the years ended December 31, 1996 and 1995           8-15

      Notes to financial statements                           16-22

Supplemental schedules:

      Assets held for investment purposes at
          December 31, 1996 (Schedule I)                      23-24

      Reportable transactions for year ended
      December 31, 1996 (Schedule II)                         25-27


Consent of Independent Accountants                          Exhibit A


Note:      Supplementary schedules not included have been omitted because
           they are not applicable.



<PAGE>
PAGE    3 
                    REPORT OF INDEPENDENT ACCOUNTANTS
                    ---------------------------------
To the Participants and the
Administrative Committee of the
AptarGroup, Inc.
Profit Sharing and Savings Plan

In our opinion,  the  accompanying  statements  of financial  position,  and the
related  statements of income and changes in plan equity present fairly,  in all
material respects, the financial position of the AptarGroup, Inc. Profit Sharing
and  Savings  Plan at  December  31,  1996  and  1995,  and the  results  of its
operations  and changes in its plan equity for the years ended December 31, 1996
and 1995, in conformity with generally  accepted  accounting  principles.  These
financial  statements  are the  responsibility  of the  Plan's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The additional  information  included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic  financial  statements but is additional  information
required by the  Department of Labor's Rules and  Regulations  for Reporting and
Disclosure under the Employee  Retirement  Income Security Act of 1974. The Fund
Information in the Statements of Financial Position and the Statements of Income
and Changes in Plan Equity is  presented  for  purposes of  additional  analysis
rather  than to present  the  financial  position  and  statement  of income and
changes in plan equity of each fund. Schedules I and II and the Fund Information
have been subjected to the auditing procedures applied in the audit of the basic
financial  statements  and, in our  opinion,  are fairly  stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Price Waterhouse LLP
Chicago, Illinois
June 12, 1997


<PAGE>
PAGE    4


                             APTARGROUP, INC.
                     PROFIT SHARING AND SAVINGS PLAN
                     -------------------------------

                     STATEMENTS OF FINANCIAL POSITION,
                          WITH FUND INFORMATION,
                      AT DECEMBER 31, 1996 AND 1995
                      -----------------------------

                           Money Market                    Magellan
                               Fund                          Fund
                        ------------------           -------------------
ASSETS:                 1996          1995           1996           1995
                        ----          ----           ----           ----

Investments, at
 market value        $5,451,545    $5,002,524     $11,727,436  $11,817,471


Participant loans       846,506       781,868          --           --
                      ---------     ---------      ----------   ----------
                     $6,298,051    $5,784,392     $11,727,436  $11,817,471
                      =========     =========      ==========   ==========
PLAN EQUITY:

Participant's
 equity              $6,298,051    $5,784,392     $11,727,436  $11,817,471
                      =========     =========      ==========   ==========


         The accompanying notes are an integral part of this statement.



<PAGE>
PAGE    5

                             APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      -------------------------------

                      STATEMENTS OF FINANCIAL POSITION,
                      WITH FUND INFORMATION (CONTINUED),
                        AT DECEMBER 31, 1996 AND 1995
                      --------------------------------


                                AptarGroup                 Growth and
                                Stock Fund                Income Fund
                           ---------------------     --------------------

ASSETS:                    1996          1995         1996        1995
                           ----          ----         ----        ----

Investments, at
 market value           $3,191,712    $2,670,922   $5,535,499  $3,211,670

Participant loans            --             --          --          --
                         ---------     ---------    ---------   ---------
                        $3,191,712    $2,670,922   $5,535,499  $3,211,670
                         =========     =========    =========   =========

PLAN EQUITY:

Participants'
equity                  $3,191,712    $2,670,922   $5,535,499  $3,211,670
                         =========     =========    =========   =========



       The accompanying notes are an integral part of this statement.


<PAGE>
PAGE    6

                            APTARGROUP, INC.
                     PROFIT SHARING AND SAVINGS PLAN
                     -------------------------------

                     STATEMENTS OF FINANCIAL POSITION,
                     WITH FUND INFORMATION (CONTINUED),
                      AT DECEMBER 31, 1996 AND 1995
                      -----------------------------


                              Managed                   Overseas
                            Income Fund                   Fund
                        ---------------------      ------------------
ASSETS:                   1996          1995       1996         1995
                          ----          ----       ----         ----

Investments, at
 market value           $843,225      $806,088   $384,416     $   --


Participant loans          --             --        --            --
                         -------       -------    -------      -------
                        $843,225      $806,088   $384,416     $   --
                         =======       =======    =======      =======

PLAN EQUITY:

Participants'
 equity                 $843,225      $806,088   $384,416     $   --
                         =======       =======    =======      =======



      The accompanying notes are an integral part of this statement.


<PAGE>
PAGE    7


                            APTARGROUP, INC.
                    PROFIT SHARING AND SAVINGS PLAN
                    -------------------------------

                    STATEMENTS OF FINANCIAL POSITION
                    WITH FUND INFORMATION (CONTINUED),
                     AT DECEMBER 31, 1996 AND 1995
                     -----------------------------

                           Fidelity
                         Asset Manager                   TOTAL
                     ---------------------       ---------------------
                      1996         1995            1996         1995
                     -------     -------         -------       -------
ASSETS:

Investments, at
 market value       $ 55,450     $   --        $27,189,283    $23,508,675

Participant loans        --          --            846,506        781,868
                     -------      -------       ----------     ----------
                    $ 55,450     $   --        $28,035,789    $24,290,543
                     =======      =======       ==========     ==========


PLAN EQUITY:

Participants'
 equity             $ 55,450     $   --        $28,035,789    $24,290,543
                     =======      =======      ===========    ===========





<PAGE>
PAGE    8
                             APTARGROUP, INC.
                     PROFIT SHARING AND SAVINGS PLAN
                     -------------------------------

               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                           WITH FUND INFORMATION,
               FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
               ----------------------------------------------

                          Money Market                  Magellan
                              Fund                        Fund
                        ------------------         -----------------

                        1996          1995         1996         1995
                        ----          ----         ----         ----

Contributions:
 From
  Participating
   employees         $ 505,506     $ 465,063   $  842,060   $ 790,393
  Employer             185,665       210,995      306,813     297,877

Income from
investments:
 Dividends and
  interest             288,859       290,658    1,822,898     692,129
 Appreciation/
  (depreciation)
  in market value
  of investments          --           --        (526,284)  2,355,099
Benefits paid to
 participants         (277,649)     (310,374)    (727,197)   (108,469)
Administrative
 expenses               (3,196)       (1,216)        (633)       (209)
Transfers between
 funds, net           (185,526)      (15,810)  (1,807,692)   (300,385)
                      --------     ---------    ---------    --------


<PAGE>
PAGE     9

                              APTARGROUP, INC.
                       PROFIT SHARING AND SAVINGS PLAN
                       -------------------------------

                 STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                       WITH FUND INFORMATION (CONTINUED),
                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
                 ----------------------------------------------

                       Money Market                 Magellan
                           Fund                       Fund
                    ------------------         ----------------------
                      1996       1995            1996          1995
                     -----      -----            -----         -----
Net increase/
 (decrease) in
 participants'
 equity for the
 period          $  513,659  $  639,316      $   (90,035)  $ 3,726,435

Participants'
 equity,
 beginning of
 the period       5,784,392   5,145,076       11,817,471     8,091,036
                  ---------   ---------       ----------    ----------

Participants'
 equity, end
 of the
 period          $6,298,051  $5,784,392      $11,727,436   $11,817,471
                  =========   =========       ==========    ==========


       The accompanying notes are an integral part of this statement.



<PAGE>
PAGE    10
                            APTARGROUP, INC.
                    PROFIT SHARING AND SAVINGS PLAN
                    -------------------------------

            STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                    WITH FUND INFORMATION (CONTINUED),
            FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
            -----------------------------------------------

                            AptarGroup                Growth and
                            Stock Fund                Income Fund
                       --------------------       -------------------

                         1996        1995           1996        1995
                        ------      ------         ------      ------
Contributions:
 From
  Participating
   employees          $ 290,730    $204,698      $419,972    $274,629
  Employer              103,954      73,261       138,231      98,023
Income from
investments:
 Dividends and
  interest               32,375      22,490       257,161     163,141
 Appreciation/
  (depreciation)
  in market value
  of investments       (161,983)    577,773       553,537     626,673

Benefits paid to
 participants          (123,299)     (3,205)     (394,385)    (10,209)

Administrative
 expenses                  --          --            (484)        (90)

Transfers between
 funds, net             379,013     247,009     1,349,797     147,925
                       --------    --------     ---------    --------


<PAGE>
PAGE     11

                            APTARGROUP, INC.
                    PROFIT SHARING AND SAVINGS PLAN
                   --------------------------------

             STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                    WITH FUND INFORMATION (CONTINUED),
             FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
             -----------------------------------------------

                           AptarGroup               Growth and
                           Stock Fund               Income Fund
                       -------------------       -----------------
                         1996        1995         1996        1995
                        ------      ------       ------      ------

Net increase/
 (decrease) in
 participants'
 equity for the
 period             $   520,790 $ 1,122,026   $2,323,829  $1,300,092

Participants'
 equity,
 beginning of
 the period           2,670,922   1,548,896    3,211,670   1,911,578
                      ---------   ---------    ---------   ---------
Participants'
 equity, end of
 the period         $ 3,191,712 $ 2,670,922   $5,535,499  $3,211,670
                      =========   =========    =========   =========


      The accompanying notes are an integral part of this statement.









<PAGE>
PAGE     12 
                            APTARGROUP, INC
                     PROFIT SHARING AND SAVINGS PLAN
                     -------------------------------

              STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                     WITH FUND INFORMATION (CONTINUED),
              FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
              ----------------------------------------------

                             Managed                       Overseas
                           Income Fund                      Fund
                       --------------------         --------------------

                        1996           1995           1996          1995
                       ------         ------         ------        ------

Contributions:
 From
  Participating
   employees         $ 116,348      $ 104,232      $  30,782    $      --
  Employer              40,086         38,791         11,575           --

Income from
investments:
 Dividends and
  interest              52,111         46,133         23,557           --
 Appreciation/
  (depreciation)
  in market value
  of investments           --             --             928           --

Benefits paid to
 participants          (75,713)        (3,492)           (21)          --

Administrative
 expenses                 (170)           (76)            --           --

Transfers between
 funds, net            (95,525)       (78,739)       317,595           --
                      --------         ------        -------      -------


<PAGE>
PAGE     13

                             APTARGROUP, INC.
                     PROFIT SHARING AND SAVINGS PLAN
                     --------------------------------

               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                     WITH FUND INFORMATION (CONTINUED),
               FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
               -----------------------------------------------

                            Managed                       Overseas
                          Income Fund                       Fund
                      --------------------           ------------------

                        1996          1995            1996         1995
                       ------        ------          ------       ------

Net increase/
(decrease) in
 participants'
 equity for the
 period             $    37,137   $   106,849      $ 384,416     $     --

Participants'
 equity,
 beginning of
 the period             806,088       699,239            --            --
                     -----------   ----------       --------      --------
Participants'
 equity, and
 of the period      $   843,225   $   806,088      $ 384,416     $     --
                     ==========    ==========       ========      ========


     The accompanying notes are an integral part of this statement.


<PAGE>
PAGE     14
                             APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      -------------------------------

               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                      WITH FUND INFORMATION (CONTINUED),
               FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
               ----------------------------------------------

                               Asset
                              Manager                    Total
                      -----------------------   -----------------------
                       1996          1995         1996            1995
                      -----         -----        -----           -----
Contributions:
 From
  Participating
   employees          $  8,209     $    --    $ 2,213,607    $ 1,839,015
  Employer               2,408          --        788,732        718,947

Income from
investments:
 Dividends and
  interest               3,478          --      2,480,439      1,214,551
 Appreciation/
  (depreciation)
  in market value
  of investments          (940)         --       (134,742)     3,559,545

Benefits paid to
  participants             (43)         --     (1,598,307)      (435,749)

Administrative
 expenses                  --           --         (4,483)        (1,591)

Transfers between
 funds, net             42,338          --            --             --
                      --------      --------   ----------     ----------


<PAGE>
PAGE     15
                             APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      -------------------------------

               STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY,
                      WITH FUND INFORMATION (CONTINUED),
               FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
               ----------------------------------------------

                               Asset
                              Manager                    Total
                      -----------------------   -----------------------
                       1996          1995         1996            1995
                      -----         -----        -----           -----
Net increase/
(decrease) in
 participants'
 equity for
 the period         $ 55,450      $     --    $ 3,745,246     $ 6,894,718
Participants'
 equity,
 beginning
 of the period           --             --     24,290,543      17,395,825
                     -------       --------    ----------      ----------
Participants'
 equity, end of
 the period         $ 55,450      $     --    $28,035,789     $24,290,543
                     =======        =======    ==========      ==========

     The accompanying notes are an integral part of this statement.


<PAGE>
PAGE     16 
                             APTARGROUP, INC.
                       PROFIT SHARING AND SAVINGS PLAN
                       -------------------------------
                        NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1996 AND 1995
                       --------------------------------

NOTE 1 - DESCRIPTION OF THE PLAN
- ---------------------------------

The AptarGroup,  Inc. Profit Sharing and Savings Plan (the "Plan"),  established
on April 22, 1993, covers eligible full-time  employees of AptarGroup,  Inc. and
certain of its  subsidiaries  (the  "Company"  or the  "Employer").  The Plan is
administered by a committee appointed by the Company.

An employee  becomes  eligible to  participate  at the beginning of each quarter
after the completion of six months of service.  Participation is elective and is
exercised  by means of  authorizing  contributions  of salary to the Plan of not
less than 1  percent  and not more  than 16  percent  of  earnings  (subject  to
Internal Revenue Code limitations). Participants' earnings are generally defined
as total  compensation for services  rendered to the Employer.  Participants may
elect to suspend their  contributions at any time.  Eligible  employees will not
share in any  Employer  contributions  for any period in which they  voluntarily
suspend  their   contributions  or  do  not  participate  in  the  Plan.  Active
participation can be elected again on the next regular enrollment date.

The amount of Employer  contributions  is  determined  annually by the Employer.
Such  contributions are computed as a matching  percentage of each participant's
contribution within specified limits.

Investment funds available that participants may select include the Money Market
Fund, Magellan Fund, Managed Income Fund, Growth and Income Fund, Overseas Fund,
Asset Manager and the AptarGroup Stock Fund. A participant may elect to transfer
certain  portions  of his or her account in the Plan from one fund to another up
to twelve  times per year  subject to  certain  restrictions  between  the Money
Market Fund and Managed Income Fund.


<PAGE>
PAGE     17
                            APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      -------------------------------
                   NOTES TO FINANCIAL STATEMENTS (CONT'D)
                        DECEMBER 31, 1996 AND 1995
                   ---------------------------------------

Fidelity Institutional  Retirement Services Company is the trustee for the Money
Market  Fund,  Magellan  Fund,  Growth and Income  Fund,  Managed  Income  Fund,
Overseas  Fund,  and Asset Manager  Fund.  CTC Illinois  Trustee  Company is the
trustee for the AptarGroup Stock Fund.

Each  participant  is fully  vested in his or her  contributions  at all  times.
Vesting of the Employer  contribution  occurs at the rate of 20 percent per year
on a cumulative  basis for each year of service with a  participating  Employer.
Forfeitures of nonvested amounts occur when a participant  terminates employment
for any reason other than retirement  after age 65, death,  or disability.  Upon
withdrawal from the Plan, the participant  will receive the amount of his or her
contributions  plus the  vested  portion of his or her  Employer  contributions.
Forfeited amounts are used to reduce contributions of the Employer.

Further  information  about the Plan and the vesting and benefit  provisions  is
contained  in the Summary  Plan  Description  which is  available  from the Plan
Administrator.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------

Basis of accounting
- -------------------

The financial  statements of the Plan have been prepared on the accrual basis of
accounting.  Certain  previously  reported  amounts  have been  reclassified  to
conform to the current period presentation.

Valuation of investments
- ------------------------

All investments are stated at current market prices in actively traded markets.


<PAGE>
PAGE     18
                             APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      -------------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONT'D)
                         DECEMBER 31, 1996 AND 1995
                    --------------------------------------

Contributions
- -------------

Employer and employee  contributions  are invested directly in appropriate funds
based  upon  employee  elections  made at the  date  of  enrollment  or  through
authorized changes in elections.

Use of estimates
- ----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of net assets and changes  thereto.  Actual amounts
could differ from those estimates.

Security transactions and investment income
- -------------------------------------------

Purchases  and sales of  securities,  including  related  gains and losses,  are
recorded  as  of  the  trade  date.  Unsettled  security  investments  represent
transactions  entered into prior to the end of the  accounting  period for which
cash settlement is made in a subsequent period.

Interest  income is recorded  when  earned.  Dividend  income is recorded on the
ex-dividend date.

In  accordance  with the policy of stating  investments  at current  value,  net
appreciation or depreciation is reflected in the Statement of Income and Changes
in Plan Equity. This net appreciation  consists of realized and unrealized gains
and losses.  Realized gains and losses are calculated as the difference  between
proceeds  from a sales  transaction  and cost  determined  on an average  basis.
Unrealized  gains and  losses  are  calculated  as the  change in the fair value
between the beginning of the year (or purchase date if later) and the end of the
year.  Realized  gains  (losses) for the years ended  December 31, 1996 and 1995
were $(154,276) and $378,300, respectively.
<PAGE>
PAGE     19 
                             APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      --------------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONT'D)
                        DECEMBER 31, 1996 AND 1995
                    --------------------------------------
Benefit payments
- ----------------

The plan follows the method of accounting  for benefit  payment  obligations  to
terminated  employees based upon AICPA guidance for accounting and disclosure by
employee   benefit  plans.   Based  on  this  accounting   method,   participant
distributions  payable at  year-end  are not  presented  as a  liability  in the
Statement  of  Financial  Position or as benefit  payments in the  Statement  of
Income and  Changes  in Plan  Equity.  This  treatment  results in a  difference
between benefit payments in the Plan's Form 5500 and the benefit payments in the
financial statements.  Benefit obligations payable at December 31, 1996 and 1995
were $1,445,868 and $1,364,531, respectively.

Trustee and administrative expenses
- -----------------------------------

Expenses  incurred in the  administration  of the Plan,  except for loan service
fees which are paid by the participants, are paid by the Company.

NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS
- ---------------------------------------

Party-in-interest  transactions  consisted  of loans  made to  participants  and
investments in the AptarGroup Stock Fund.

The Plan provides that a participant may, for specified reasons, borrow from the
Plan an amount  not to exceed 50  percent of the  participant's  vested  account
balance.  Each  participant  loan is  evidenced by a note and is  considered  an
investment to that participants's account.  Accordingly,  principal and interest
payments are credited to the respective  participant's account. Each participant
note  carries an  interest  rate equal to the prime  rate plus one  percent  (at
December 31, 1996 interest rates on outstanding notes ranged from 7.0% to 11.0%)
charged by the Trustee on the date of the loan,  and  repayment  occurs  through
payroll withholding over a period not to exceed 60 months.

<PAGE>
PAGE     20
                             APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      -------------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONT'D)
                          DECEMBER 31, 1996 AND 1995
                    --------------------------------------

Stock in the AptarGroup  Stock Fund was acquired by the Trustee in 1996 and 1995
on behalf of investment elections by participants in the Plan.



NOTE 5 - AMENDMENT AND TERMINATION OF PLAN
- ------------------------------------------

The Plan may be amended at any time by the Company.  However,  no amendment  may
adversely affect the current rights of the participants in the Plan with respect
to contributions made prior to the date of the amendment. Employer contributions
may be discontinued and the Company may terminate its  participation in the Plan
at any time.

The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA)  applicable to defined  contribution  plans.  Since the Plan
provides for an individual  account for each  participant and for benefits based
solely on the amount  contributed to the  participant's  account and any income,
expenses,  gains and losses attributed thereto,  its benefits are not insured by
the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA.

<PAGE>
PAGE     21
                            APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      --------------------------------
                    NOTES TO FINANCIAL STATEMENTS (CONT'D)
                         DECEMBER 31, 1996 AND 1995
                    -------------------------------------

NOTE 6 - INVESTMENTS:
- ---------------------

The cost and market  value of  investments  at December 31, 1996 and 1995 are as
follows:
                                                            Market
1996 Investments                         Cost               Value
- ----------------                         -----             -------
Money Market Fund-
 Fidelity Money Market Fund,
 5,451,545 shares                    $   5,451,545     $   5,451,545
Magellan Fund-
 Fidelity Magellan Fund Portfolio,
 145,411 shares                         10,555,922        11,727,436
AptarGroup Stock Fund-
 AptarGroup, Inc. Stock,
 90,545 shares                           2,483,054         3,191,712
Growth and Income Fund-
 Fidelity Growth and Income
 Portfolio #027-0254927262,
 180,133 shares                          4,444,659         5,535,499
Managed Income Fund-
 Fidelity Managed Income,
 843,225 shares                            843,225           843,225
Overseas Fund-
 Fidelity Overseas Fund
 12,465 shares                             383,723           384,416
Asset Manager Fund-
 Fidelity Asset Manager
 3,367 shares                               56,378            55,450
Participant Loans-
 Range of interest rates 7-11%             846,506           846,506
                                       -----------       -----------
                                       $25,065,012       $28,035,789
                                       ===========       ===========


<PAGE>
PAGE     22 
                             APTARGROUP, INC.
                      PROFIT SHARING AND SAVINGS PLAN
                      --------------------------------

                    NOTES TO FINANCIAL STATEMENTS (CONT'D)
                         DECEMBER 31, 1996 AND 1995
                    -------------------------------------

                                                                Market
1995 Investments                            Cost                Value
- ----------------                            -----               -------

Money Market Fund-
 Fidelity Money Market Fund,
 5,002,524 shares                       $  5,002,524        $   5,002,524
Magellan Fund-
 Fidelity Magellan Fund Portfolio,
 137,444 shares                            9,840,187           11,817,471
AptarGroup Stock Fund-
 AptarGroup, Inc. Stock,
 71,463 shares                             1,720,595            2,670,922
Growth and Income Fund-
 Fidelity Growth and Income Portfolio
 #027-0254927262,
 118,731 shares                            2,625,766            3,211,670
Managed Income Fund-
 Fidelity Managed Income,
 806,088 shares                              806,088              806,088
Participant Loans-
 Range of interest rates 7-11%               781,868              781,868
                                         -----------          -----------
                                         $20,777,028          $24,290,543
                                         ===========          ===========


<PAGE>
PAGE     23                                                  SCHEDULE I

                            APTARGROUP, INC.
                    PROFIT SHARING AND SAVINGS PLAN
                    -------------------------------

                  ASSETS HELD FOR INVESTMENT PURPOSES
                          AT DECEMBER 31, 1996
                          --------------------


                                                       Number of
     Party Involved                Description           Shares
- ----------------------             ------------        ----------

Fidelity Money Market
Trust Retirement
Government Money Market
Portfolio                          Mutual Fund           5,451,545

Fidelity Magellan Fund
Portfolio                          Mutual Fund             145,411

AptarGroup, Inc. Stock             Common Stock             90,545

Fidelity Growth and
Income Portfolio
#027-0254927262                    Mutual Fund             180,133

Fidelity Managed Income
Fund                               Mutual Fund             843,225

Fidelity Overseas Fund             Mutual Fund              12,465

Fidelity Asset Manager             Mutual Fund               3,367

Participant Loans                     Loan                    --

<PAGE>
PAGE     24                                                 SCHEDULE I
                            APTARGROUP, INC.
                 PROFIT SHARING AND SAVINGS PLAN (CONT'D)
                 ----------------------------------------

                    ASSETS HELD FOR INVESTMENT PURPOSES
                           AT DECEMBER 31, 1996
                           --------------------


      Party Involved                      Cost               Market Value
- -------------------------                ------              -------------

Fidelity Money Market Trust
Retirement Government Money
Market Portfolio                      $ 5,451,545             $ 5,451,545

Fidelity Magellan Fund Portfolio       10,555,922              11,727,436

AptarGroup, Inc. Stock                  2,483,054               3,191,712

Fidelity Growth and Income
Portfolio #027-0254927262               4,444,659               5,535,499

Fidelity Managed Income Fund              843,225                 843,225

Fidelity Overseas Fund                    383,723                 384,416

Fidelity Asset Manager                     56,378                  55,450

Participant Loans                         846,506                 846,506
                                       ----------              ----------

Total Assets Held for Investment      $25,065,012             $28,035,789
                                       ==========              ==========


<PAGE>
PAGE    25                                                   SCHEDULE II
                           APTARGROUP, INC.
                   PROFIT SHARING AND SAVINGS PLAN
                   --------------------------------

                         REPORTABLE TRANSACTIONS
                   For the Year Ended December 31, 1996
                   -------------------------------------

               AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE
               --------------------------------------------

                        Description      No. of     Purchase      Selling
  Party involved       of investment  transactions   price         price
- --------------------   -------------  -------------  --------     ---------

Fidelity Magellan Fund  Mutual fund        123      $3,319,720 $     --
Fidelity Magellan Fund  Mutual fund         98           --      2,883,471
Fidelity Money
 Market Trust           Mutual fund         78       1,350,346      --
Fidelity Money
 Market Trust           Mutual fund         82           --        901,325
Fidelity Growth &
 Income                 Mutual fund        104       2,330,558      --
Fidelity Growth &
 Income                 Mutual fund         38           --        560,266
Managed Income
 Fund                   Mutual fund         53         585,147      --
Managed Income
 Fund                   Mutual fund         39          --         548,010
AptarGroup Stock
 Fund                  Common stock         63       1,069,580      --
AptarGroup Stock
 Fund                  Common stock         35          --         386,806
Fidelity Overseas
 Fund                   Mutual fund         34         386,739      --
Fidelity Overseas
 Fund                   Mutual fund          5          --           3,251
Fidelity Asset
 Manager                Mutual fund         22          56,471      --
Fidelity Asset
 Manager                Mutual fund          4          --              80


<PAGE>
PAGE     26                                                 SCHEDULE II
                           APTARGROUP, INC.
                PROFIT SHARING AND SAVINGS PLAN (CONT'D)
                ----------------------------------------

                       REPORTABLE TRANSACTIONS
                For the Year Ended December 31, 1996
                -------------------------------------

              AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE
              --------------------------------------------

                                         Lease               Expense
   Party involved                        rental              incurred
- ----------------------                   -------             ---------

Fidelity Magellan Fund                      --                   -- 
Fidelity Magellan Fund                      --                   --
Fidelity Money
 Market Trust                               --                   --
Fidelity Money
 Market Trust                               --                   --
Fidelity Growth &
 Income                                     --                   --
Fidelity Growth &
 Income                                     --                   --
Managed Income
 Fund                                       --                   --
Managed Income
 Fund                                       --                   --
AptarGroup Stock
 Fund                                       --                   --
AptarGroup Stock
 Fund                                       --                   --
Fidelity Overseas
 Fund                                       --                   --
Fidelity Overseas
 Fund                                       --                   --
Fidelity Asset
 Manager                                    --                   --
Fidelity Asset
 Manager                                    --                   --



<PAGE>
PAGE     27                                                 SCHEDULE II
                           APTARGROUP, INC.
                PROFIT SHARING AND SAVINGS PLAN (CONT'D)
                ----------------------------------------

                        REPORTABLE TRANSACTIONS
                  For the Year Ended December 31, 1996
                  -------------------------------------

              AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE
              --------------------------------------------
                                                Current            Net
                               Cost              value             gain
   Party involved            of asset        transaction date    or (loss)
- ----------------------      ----------       -----------------  -----------

Fidelity Magellan Fund    $     --             $ 3,319,720      $     --
Fidelity Magellan Fund       2,603,985           2,883,471         279,486
Fidelity Money
 Market Trust                   --               1,350,346            --
Fidelity Money
 Market Trust                  901,325             901,325            --
Fidelity Growth &
 Income                         --               2,330,558            --
Fidelity Growth &
 Income                        511,665             560,266          48,601
Managed Income
 Fund                           --                 585,147            --
Managed Income
 Fund                          548,010             548,010            --
AptarGroup Stock
 Fund                           --               1,069,580            --
AptarGroup Stock
 Fund                          307,120             386,806          79,686
Fidelity Overseas
 Fund                           --                 386,739             --
Fidelity Overseas
 Fund                            3,016               3,251             235
Fidelity Asset
 Manager                        --                  56,471             --
Fidelity Asset
 Manager                            92                  80             (12)


<PAGE>
PAGE     28


                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, AptarGroup,
Inc., as plan administrator,  has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.



                   AptarGroup, Inc.


                   By:     AptarGroup, Inc., as Plan Administrator


                   By:     /s/Lawrence Lowrimore
                           ----------------------
                           Lawrence Lowrimore
                           Vice President-Human Resources



June 25, 1997


<PAGE>
PAGE     29
                                 EXHIBIT INDEX



Exhibit No.      Description                          Sequential Page No.
- -----------      ------------                         --------------------

    A            Consent of Independent Accountants           30


<PAGE>
PAGE     30                                                EXHIBIT A



                   CONSENT OF INDEPENDENT ACCOUNTANTS
                   -----------------------------------


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement of Form S-8 (No. 33-80408) of AptarGroup, Inc of our report dated June
12, 1997 appearing on page 3 of this Form 11-K.




/S/ Price Waterhouse LLP
- ------------------------

Price Waterhouse LLP
Chicago, Illinois

June 25, 1997



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