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): November 12, 2001


                        RUSSELL-STANLEY HOLDINGS, INC.
              (Exact name of Registrant as specified in charter)


                       Commission File Number: 333-76057


                Delaware                                22-3525626
     (State or other jurisdiction of       (IRS Employer Identification Number)
     incorporation or organization)

            685 Route 202/206                             08807
         Bridgewater, New Jersey                        (Zip Code)
(Address of principal executive offices)

                                (908) 203-9500
             (Registrant's telephone number, including area code)







Item 5.           Other Events

         The Registrant announced by press release that it has received
tenders in its exchange offer for 100% of its $150,000,000 10 7/8% Senior
Subordinated Notes due 2009. A copy of the Registrant's press release dated
November 12, 2001 is attached as an exhibit to this Report.

Item 7.           Financial Statements and Exhibits

(c)      Exhibits

         (99)     Press release dated November 12, 2001



                                   SIGNATURE

         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.

                                            RUSSELL-STANLEY HOLDINGS, INC.


                                            BY:  /s/ Ronald M. Litchkowski
                                            ---------------------------------
                                            Ronald M. Litchkowski
                                            Chief Financial Officer


Dated:   November 12, 2001