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 2, 1999


                                    AKI, Inc.
             (Exact name of registrant as specified in its charter)


         Delaware                  333-60989                  13-3785856
    (State or other 
     jurisdiction of                                         (IRS Employer
     incorporation)          (Commission File Number)       Identification No.)


                              1815 East Main Street
                             Chattanooga, Tennessee
                                      37404
                                 (423) 624-3301


                   (Address, including zip codes and telephone
              number including area code of Registrant's principal
                               executive offices)

















Item 5.

         On February 2, 1999 AKI, Inc. (the "Company") announced the appointment
of William J. Fox as Chief  Executive  Officer of the Company.  Roger L. Barnett
resigned as Chief  Executive  Office and  President.  In  addition,  the Company
announced  earnings for the period ended December 31, 1998. The Company's  press
release issued February 2, 1999 and Mr. Fox's Employment  Agreement are attached
as exhibits hereto and incorporated herein by reference.


FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibits.  The following exhibits are filed herewith in accordance with
Item 601 of Regulation S-K:

Exhibit No.                            Description

99.1                                   Press Release, dated February 2, 1999

99.2                                   Employment Agreement, dated January 27,
                                       1999












                                   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.

                                              AKI, Inc.
                                              (Registrant)

Date:    February 2, 1999                     /s/David M. Wittels
                                              ----------------------------------
                                              David M. Wittels, Vice President