UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.
20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO
------ ------

COMMISSION FILE NUMBER 1-11261

SONOCO PRODUCTS COMPANY
INCORPORATED UNDER THE LAWS I.R.S. EMPLOYER IDENTIFICATION
OF SOUTH CAROLINA NO. 57-0248420

POST OFFICE BOX 160
HARTSVILLE, SOUTH CAROLINA 29551-0160

TELEPHONE: 803-383-7000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class Name of exchange on which registered
- - ----------------------------------- ------------------------------------
No par value common stock New York Stock Exchange, Inc.
Series A Cumulative Preferred Stock New York Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant (based on the New York Stock Exchange closing price) on March 2,
1997, was $2,277,589,388.

As of March 2, 1997, there were 90,021,489 shares of no par value common stock
outstanding.

Documents Incorporated by Reference

Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1996, are incorporated by reference in Parts I, II and IV;
portions of the Proxy Statement for the annual meeting of shareholders to be
held on April 16, 1997, are incorporated by reference in Part III.

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

PART I

STATEMENTS INCLUDED IN PART I OF THE FORM 10-K THAT ARE NOT HISTORICAL IN
NATURE, ARE INTENDED TO BE, AND ARE HEREBY IDENTIFIED AS "FORWARD LOOKING
STATEMENTS" FOR PURPOSES OF THE SAFE HARBOR PROVIDED BY SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY CAUTIONS READERS THAT
FORWARD LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION THOSE RELATING TO THE
COMPANY'S FUTURE BUSINESS PROSPECTS, REVENUES, WORKING CAPITAL, LIQUIDITY,
CAPITAL NEEDS, INTEREST COSTS, AND INCOME, ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
INDICATED IN THE FORWARD LOOKING STATEMENTS.

ITEM 1. BUSINESS

The Company

The Company, a South Carolina corporation founded in Hartsville, South
Carolina in 1899 as the Southern Novelty Company, is a major global
manufacturer of paperboard-based and plastic-based packaging products. The
Company is also vertically integrated into paperboard production and recovered
paper collection. The paperboard utilized in the Company's packaging products
is produced substantially from recovered paper. The Company operates an
extensive network of facilities from nearly 300 locations on five continents,
serving customers in more than 85 countries. This global reach is a critical
component of the Company's long-term growth plans, and puts the Company in a
position to supply customers who are expanding their operations internationally
and want supply partners who can provide consistent high-value products and
services wherever they choose to do business.

Sonoco changed its segment reporting in the second quarter of 1996.
Results are now reported in two segments, industrial packaging and consumer
packaging. The Industrial Packaging segment includes global industrial
converted products and paper, industrial containers, injection molded and
extruded plastics, protective packaging, partitions, wire and cable packaging,
adhesives and converting machinery operations. The Consumer Packaging segment
includes the global composite can operations, capseals liners, flexible
packaging, labels, label applicating equipment, paperboard packaging and high
density film products. The new reporting is intended to be more in line with
the way the Company reports its internal results and to more appropriately
reflect the integration of its paper and converting operations. International
operations are reflected in the appropriate segment based on the products
produced or markets served.

The Company serves a wide variety of industrial and consumer markets.
Industrial markets, which represented approximately 56% of the Company's sales
in 1996, include paper manufacturers, chemical and pharmaceutical producers,
textile manufacturers, automotive suppliers, consumer electronics, the wire and
cable industry and the building and construction industry. Consumer markets,
which represented approximately 44% of the Company's sales in 1996, include
food and beverage processors, the personal and health care industries,
supermarkets, retail outlets, convenience stores, quick service restaurants,
and household goods manufacturers. The Company believes that it is the number
one supplier in all its major markets.

The Financial Reporting For Business Segments table as shown in Note 17 to
the Company's Financial Statements, which are set forth in the Company's 1996
Annual Report to Shareholders, included herewith as Exhibit 13, presents
selected financial data by major lines of business or segments for each of the
past three years. This table should be read in conjunction with the Financial
Statements and the Management's Discussion and Analysis of Financial Condition
and Results of Operations set forth in the 1996 Annual Report to Shareholders,
all of which are incorporated herein by reference.

I-1

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 1. BUSINESS, CONTINUED

Acquisitions/Dispositions

Acquisitions over the past five years have been an important part of the
Company's strategy for growth. The 1992 acquisition of the Trent Valley paper
mill in Trenton, Ontario, Canada, provided the Company with a new forming
technology that improves the dimensional stability of paperboard, a critical
property in certain market segments. During 1993, the Company purchased
Crellin Holding, Inc., an international manufacturer, designer and marketer of
molded plastic products and also completed the acquisition of the OPV/Durener
Group, Germany's second largest manufacturer of tubes and cores. In October
1993, the Company acquired Engraph, Inc., creating the opportunity to grow into
new packaging markets. These markets included pressure-sensitive labels and
package inserts, flexible packaging, screen process printing and paperboard
cartons and specialities. During 1994, the Company acquired M. Harland & Son
Limited, a leading producer of pressure-sensitive roll labels and roll-label
application equipment headquartered in the United Kingdom. During 1995, the
Company acquired the remaining 50% interest in the CMB/Sonoco joint venture.
CMB/Sonoco is a producer of composite cans with manufacturing facilities in
England and France. The Company also purchased the Edinburgh, Ind., flexible
packaging plant from Hargro Flexible Packaging Corporation which manufactures
packaging for the confectionery, snack food and pharmaceutical markets. In
October 1995, the Company acquired the assets of Cricket Converters, Inc., of
Hightstown, N.J., a major manufacturer of high-quality, pressure-sensitive
labels for the pharmaceutical and health care markets. Also during 1995, the
Company acquired a minority interest in Demolli Industria Cartaria SRL and
purchased three converting operations and a paper mill in Brazil, a small tube
and paper manufacturer in France and three recovered paper collection plants in
the United States.

During 1996, the Company completed several acquisitions which were
strategically important both in the U.S. and internationally. In the first
quarter, the Company finalized the Sonoco Hongwen joint venture to produce
paperboard in Shanghai, China, and initiated a joint venture in Indonesia that
will manufacture composite cans, tubes and cores. In February 1996, the
Company acquired Moldwood Products Company of York, Ala., from Gulf States
Paper Corporation. Moldwood Products is a producer of moldwood plugs for the
paper industry. The Company also added two operations to its wire and cable
packaging operations, the Baker Reels Division. During the second quarter, the
Company acquired Hamilton Hybar, Inc., of Richmond, Va., a leading supplier of
vapor barrier packaging materials to the paper industry. The Hamilton Hybar
acquisition, along with the Moldwood Products acquisition, positioned the
Company as a full-line, one-stop supplier for the roll packaging needs of paper
mills. During the third quarter, the Company finalized the acquisition of
Specialty Packaging, Inc., of Wausau, Wis., a niche producer of composite cans,
specialty lines of metal closures, and tubes and cores. The Company also
acquired two of Germany's leading paperboard can manufacturers, Dosen Schmitt
of Mayen and Buck Verpackungen GmbH. During the fourth quarter of 1996, the
Company acquired Stonington Corporation of Westfield, Mass., a manufacturer of
tubes and cores, specializing in short-run, high-value tubes.

In December 1996, the Company completed the sale of its tennis ball
container manufacturing operation, located in Greenville, S.C. Although
profitable, this operation did not offer growth potential for the Company.

I-2

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 1. BUSINESS, CONTINUED

Acquisitions/Dispositions

Early in 1997, the Company signed a letter of intent to form a joint
venture with Rock-Tenn Corporation, to combine the fibre partitions operations
of the two companies into a joint venture company called RTS Packaging, to be
owned 35% by the Company and 65% by Rock-Tenn. In March 1997, the Company sold
its screen printing operations, acquired in the 1993 acquisition of Engraph,
Inc.

Competition

The Company's products are sold in highly competitive environments.
Supply and demand are the major factors controlling each of these market
environments. These markets are also influenced by the overall rate of
economic activity, but to a lesser degree. Throughout the year, the Company
remained highly competitive and believes it has several competitive advantages
within the markets it serves. First, the Company manufactures and sells many
of its products globally. Having operated internationally since 1923, the
Company considers its ability to serve its customers worldwide in a timely,
consistent and cost-effective manner a competitive advantage. Second, the
Company believes its technological leadership, reputation for quality, and
vertical integration have enabled it to coordinate its product development and
global expansion with the rapidly changing needs of its major customers, who
demand high-quality, state-of-the-art, environmentally compatible packaging.
Third, the Company is focusing on productivity improvements with the objective
of being the low-cost producer in value-added niches of the packaging market.
The Company has several productivity initiatives underway, aimed at
significantly reducing costs and improving processes using the latest in
information technology. The Company believes that these initiatives will
further enhance its competitive position.

A discussion of the Company's competitive position within the Industrial
Packaging and Consumer Packaging segments follows:

Industrial Packaging Segment. The Company is the only company serving the
world's core, tube and cone markets that is fully vertically integrated from
papermaking to industrial products. It is the global leader in these products
and plans to continue defending this leadership through technological
innovations and supply-chain management services that add value for customers
worldwide. One of the Company's major growth strategies in this segment is to
implement an integrated paper production and converted paper products business
in worldwide markets. The Company is already a market leader in most of its
industrial product lines in North America, Europe, Australasia and South
America, and has enhanced this position in 1996 through tactical
acquisitions and joint ventures in Greece, Indonesia, Italy, China and other
parts of the world where the Company has not previously operated.

As the leading producer of fibre drums in the U.S. and a major
manufacturer of plastic drums and intermediate bulk containers, the Company
offers customers a variety of solutions for their bulk packaging needs. The
Company operates an industrial container research and development facility that
supports its customers and the marketplace with refinements and new products.

I-3

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 1. BUSINESS, CONTINUED

Competition, Continued

The Company's injection molded and extruded plastics operations serve
customers in the textile, wire and cable, filtration, automotive, food
processing, quick service restaurants, fiber optics and plumbing industries.
Though the marketplace for these types of products is very competitive, the
Company believes that its strong design and technical capabilities position it
to grow in its existing markets as it continues to develop new products.

The Company is also the leading U.S. producer of nailed-wood, plywood and
metal reels for the wire and cable industry and the market leader in the
manufacture of corner posts for major appliance packaging.

Consumer Packaging Segment. The Company is the world leader in the manufacture
of composite cans and has been revolutionizing the role of composite cans in
packaging with technological breakthroughs that continue to set new benchmarks
for this product. The Company's relationships with the world's most
sophisticated packaging users and marketers allow the Company's packaging
development specialists the opportunity to work on new-generation packages
precisely designed to specific customer requirements. In addition to
innovation, the Company's substantial cost advantage over competitors'
packaging and its relationship with suppliers are major factors in the growth
and high value of the Company's composite can business.

The Company's flexible packaging business focuses on serving customers in
the confectionery industry with high-quality graphics on paper, foil or film
packages. The Company believes that ongoing projects to develop the vertical
integration possibilities between flexible packaging and composite cans will
further enhance its competitive position.

The Company is the leading producer of high-density, high-molecular
weight, plastic carry-out grocery sacks. The Company also manufactures sacks
for the high-volume retail market, convenience store market, the developing
quick service restaurant market, and is a producer of agricultural mulch film.
This business continued to grow in 1996, and as a result of the strong demand
for this group's products, a nearly $30 million expansion was started in 1996
which will add the capacity for an additional two billion sacks. The Company
believes that the capacity expansion will solidify its leadership position in
the market.

The Company remains one of the leading producers of high-quality,
pressure-sensitive labels in the United States. Pressure-sensitive labels are
one of the fastest growing segments of the packaging industry. The Company
believes its ability to provide both labels and a wide variety of paperboard
packaging options is a competitive edge as customers try to narrow their field
of suppliers for packaging. The Company can offer customers a one-stop shop
for their printed packaging requirements from labels to cartons.

None of the Company's segments are seasonal to any significant degree.
The Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth in the 1996 Annual Report to Shareholders discusses the
various segments of the Company and is incorporated herein by reference.

I-4

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 1. BUSINESS, CONTINUED

Raw Materials

The principal raw materials used by the Company are plastic resins, metal,
pulpwood, recovered paper and paper. With the exception of pulpwood, recovered
paper and paper, the Company's raw materials and supplies are purchased from a
number of outside sources; however, the supply is considered adequate to meet
the Company's requirements. Company-owned timberlands, timber-cutting rights
and suppliers are believed to be sufficient to assure the future availability
of pulpwood. Recovered paper used in the manufacture of paperboard is
purchased either directly from suppliers near manufacturing operations or
through the Company's subsidiary, Paper Stock Dealers, Inc.

The majority of raw materials are subject to price volatility as
experienced in the economic cycle that began in 1994. Raw material cost
increases began in 1994 and continued into the third quarter of 1995. They
quickly fell in the second half of 1995 and continued to decline in 1996. The
Company was able to mitigate an adverse earnings impact through selling price
increases or decreases. In spite of cost volatility, the Company considers
the supply of raw materials to be adequate to meet its needs.

The Company has strengthened its fibre recovery system by acquiring three
paper collection operations in 1995 to expand its collection base. In
addition, the Company continues to work on such arrangements as joint ventures
and partnership agreements to further strengthen its supply stability.

Backlog

The amount of the Company's backlog orders at the end of 1996 and 1995 was
approximately $42.6 million and $42.1 million, respectively. The Company
expects that all the orders in backlog at the end of 1996 will be shipped
during 1997. Most customer orders are manufactured with a lead time not to
exceed three weeks. Domestic long-term contracts, primarily for composite
cans, exist for approximately 14% of trade sales (no one contract exceeds 4%).
These contracts, which are for a specific duration, generally include price
escalation provisions for raw materials, labor and overhead costs. There are
no significant long-term purchase contracts because the Company considers the
supply of raw materials adequate to meet its needs.

Patents, Trademarks and Related Contracts

No segment of the business is materially dependent upon the existence of
patents, trademarks or related contracts.

I-5

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 1. BUSINESS, CONTINUED

Research and Development

The Company has 129 employees engaged in new product development and
technical support for existing product lines. Company-sponsored research
spending in this area was $17.5 million, $12.7 million and $12.1 million in
1996, 1995, and 1994, respectively. Spending focused on projects related to
Sonoco's primary businesses and reflects a commitment to ensure that the
Company maintains a competitive advantage through technology leadership in its
businesses and markets served. Customer-sponsored research spending has been
immaterial for the past three years.

Employees

At December 31, 1996, the Company employed approximately 19,000 people.

Environmental Protection

The Financial Position, Liquidity and Capital Resources section of the
Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth in the 1996 Annual Report to Shareholders provides the
required information and is incorporated herein by reference.

Financial Information about Foreign and Domestic Operations and Export Sales

The Company has subsidiaries and affiliates operating in 30 countries. The
primary operations of the international subsidiaries are similar to the
Company's domestic businesses in products and markets served. The Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Note 15 to the Financial Statements set forth in the 1996 Annual Report to
Shareholders are incorporated herein by reference. United States export sales
are immaterial.

I-6

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 2. PROPERTIES

The Company's main plant and corporate offices are located in Hartsville,
South Carolina. The Company has 180 branch or manufacturing operations in the
United States, 25 in Canada and 78 in 28 other countries.

Information about the Company's manufacturing operations by segment
follows:

Segment
---------------------
Industrial Consumer
Packaging Packaging
---------- ---------

Number of Plants:
Owned 120 27
Leased for terms up to ten years with
options to renew for additional terms 92 40
Leased with lease purchase agreements 3 1
---------- ---------

Total manufacturing operations 215 68
========== =========

The Company believes that its properties are suitable and adequate for
current needs and that the total productive capacity is adequately utilized.

ITEM 3. LEGAL PROCEEDINGS

In the normal course of business, the Company is a party to various legal
proceedings incidental to its business and is subject to a variety of
environmental and pollution control laws and regulations in all jurisdictions
in which it operates. The Company has been named as a potentially responsible
party at several environmentally contaminated sites located primarily in the
northeastern United States and owned by third parties. These sites are
believed to represent the Company's largest potential environmental
liabilities. The Company has accrued approximately $4 million for these
contingencies as of December 31, 1996.

Although the level of future expenditures for legal and environmental
matters is impossible to determine with any degree of certainty, it is
management's opinion that such costs, when finally determined, will not have a
material adverse effect on the consolidated financial position of the Company.
The Management's Discussion and Analysis of Financial Condition and Results of
Operations and Note 14 to the Financial Statements set forth in the 1996 Annual
Report to Shareholders provides additional information and is incorporated
herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

I-7

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

EXECUTIVE OFFICERS OF THE REGISTRANT

In reliance on General Instruction G of Form 10-K, the following set forth
information with respect to each person who is an executive officer of the
Company:

YEAR FIRST
ELECTED POSITION AND BUSINESS
NAME AGE OFFICER EXPERIENCE DURING LAST FIVE YEARS
- - -------------- --- ----------- --------------------------------------------------

C. W. Coker 63 1961 Chairman of the Board and Chief Executive Officer.
Present position since 1990, also having served as
President and Chief Executive Officer from May 1994 to
February 1996.

P. C. Browning 55 1993 President and Chief Operating Officer.
Present position since February 1996,
previously having served as Executive Vice
President - Global Industrial Products and
Paper Division since 1993. Prior to
joining Sonoco in 1993 served as President,
Chairman and Chief Executive Officer of
National Gypsum Company (manufacturer and
supplier of products and services used in
building and construction) since 1990.

B. W. Campbell 47 1996 Vice President - Information Services.
Present position since February 1996,
previously having served as Staff Vice
President - Information Services since
1991.

A. V. Cecil 55 1996 Vice President - Investor Relations and Corporate
Communication.
Present position since January 1996.
Prior to joining Sonoco in 1996 served as
Vice President - Corporate Communication
and Investor Relations with National Gypsum Company.

C. W. Claypool 61 1987 Vice President - Paper Division.
Present position since 1987. Retiring
June 1, 1997.

P. C. Coggeshall, Jr. 53 1979 Vice President - Administration.
Present position since 1991.

I-8

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

EXECUTIVE OFFICERS OF THE REGISTRANT, CONTINUED

YEAR FIRST
ELECTED POSITION AND BUSINESS
NAME AGE OFFICER EXPERIENCE DURING LAST FIVE YEARS
---- --- ------- ---------------------------------

H. E. DeLoach, Jr. 52 1986 Executive Vice President with responsibility
for the High Density Film Products, Industrial
Container, Fibre Partitions, Protective Packaging,
molded and extruded plastics and Baker Reels.
Present position since February 1996, previously
having served as Group Vice President and
Vice President - Film, Plastics and Special
Products since 1993 and Vice President -
High Density Film Products since 1989.

C. A. Hartley 48 1995 Vice President - Human Resources. Present position
since 1995. Prior to joining Sonoco in 1995 served
as Vice President - Human Resources with Dames &
Moore (an environmental engineering and consulting
firm) since 1994 and Vice President - Human Resources
with National Gypsum Company since 1991.

F. T. Hill, Jr. 44 1987 Vice President and Chief Financial Officer. Present
position since 1995, previously having served as Vice
President - Finance since 1994 and Vice
President - Industrial Products North America since 1990.

R. E. Holley 54 1987 Vice President - High Density Film Products.
Present position since 1993, previously having served
as Vice President - Total Quality Management since 1990.

C. J. Hupfer 50 1988 Vice President, Treasurer and Corporate Secretary.
Present position since 1995, previously having served
as Treasurer since 1988.

J. R. Kelley 42 1994 Vice President - Industrial Products North America.
Present position since 1994, previously having served
as Division Vice President - Industrial Container
since 1990.

I-9

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

EXECUTIVE OFFICERS OF THE REGISTRANT, CONTINUED

YEAR FIRST
ELECTED POSITION AND BUSINESS
NAME AGE OFFICER EXPERIENCE DURING LAST FIVE YEARS
---- --- ------- ---------------------------------

R. L. McGowan, Jr. 45 1996 Vice President - Consumer Products.
Present position since February
1997, previously having served as Vice
President and General Manager -
Consumer Products Division, U.S. and
Canada since 1994 and Division Vice
President - Sales, Marketing &
Technology, Consumer Products Division
since 1987.

H. J. Moran 64 1987 Executive Vice President with responsibility
for the Consumer Packaging Group (since February
1996) and Sonoco Engraph (since February 1997).
Previously having served as Group Vice President
- Consumer Packaging Group since 1993 and Vice
President and General Manager - Consumer
Packaging Division since 1990.

E. P. Norman, Jr. 60 1989 Vice President - Technology. Present position
since 1989.

M. M. Richardson 62 1996 Vice President of Sonoco and President of Sonoco
Engraph.
Present position since February 1996, previously
having served as Chief Executive Officer - Sonoco's
label, screen printing and paperboard carton
business since 1995. Also served as President
and Chief Operating Officer of Engraph since 1994,
Executive Vice President and Chief Operating Officer
since 1992 and Group Vice President since 1983.
Retiring the end of April 1997.

Officers of the Company are elected annually by the Board of Directors at
the first Board meeting immediately following the Annual Meeting of
Shareholders.

Family Relationships

C. W. Coker and F. L. H. Coker, a director of the Company, are brothers
and the first cousins of J. L. Coker, a director of the Company, and P. C.
Coggeshall, Jr.

I-10

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market and Market Prices of Common Stock

The Company's common stock began trading on the New York Stock Exchange
(NYSE) March 8, 1995, under the stock symbol "SON". Prior to that date, the
common stock was traded on the NASDAQ National Market System. The Comparative
Highlights set forth in the 1996 Annual Report to Shareholders (Exhibit 13 of
this report) shows, by quarter, the high and low price on the NASDAQ market for
the period January 1, 1995 through March 7, 1995, and the NYSE for the period
March 8, 1995 through December 31, 1996, and is incorporated herein by
reference.

Approximate Number of Security Holders

There were approximately 42,000 shareholder accounts as of March 2, 1997.

Dividends

Information required is included in the Comparative Highlights set forth
in the 1996 Annual Report to Shareholders, and is incorporated herein by
reference.

ITEM 6. SELECTED FINANCIAL DATA

The Selected Eleven-Year Financial Data set forth in the 1996 Annual
Report to Shareholders provides the required data, and is incorporated herein
by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information presented under Management's Discussion and Analysis of
Financial Condition and Results of Operations set forth in the 1996 Annual
Report to Shareholders is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements

The Consolidated Financial Statements, Notes to Consolidated Financial
Statements and the Report of Independent Certified Public Accountants for the
Company included in the 1996 Annual Report to Shareholders are incorporated
herein by reference.

Supplementary Financial Data

The information set forth under Comparative Highlights in the 1996 Annual
Report to Shareholders is incorporated herein by reference.

II-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Directors of
Sonoco Products Company:

Our report on the consolidated financial statements of Sonoco Products Company
has been incorporated by reference in this Form 10-K from page 46 of the 1996
Annual Report to Shareholders of Sonoco Products Company. In connection with
our audits of such financial statements, we have also audited the related
financial statement schedule listed in the exhibit index on page IV-2 of this
Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

/s/ Coopers & Lybrand L.L.P.
-------------------------------
COOPERS & LYBRAND L.L.P.

Charlotte, North Carolina
January 29, 1997

II-2

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

II-3

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The sections entitled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" as shown on pages 4 - 9 and page 23,
respectively, of the Company's definitive Proxy Statement, set forth
information with respect to the directors of the Company and compliance with
Section 16(a) of the Securities Exchange Act of 1934 and are incorporated
herein by reference. Certain information with respect to persons who are or
may be deemed to be executive officers of the Company is set forth under the
caption "Executive Officers of the Registrant" in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to the compensation of directors and officers of
the Company as shown on pages 13 - 21 of the Company's definitive Proxy
Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information with respect to the beneficial ownership of the Company's
Common Stock by management and others as shown on page 3 and pages 11 - 12
under captions "Voting Securities" and "Security Ownership of Management as of
December 31, 1996," respectively, of the Company's definitive Proxy Statement
is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The sections entitled "Compensation Committee Interlocks and Insider
Participation" and "Transactions With Management" as shown on pages 21 - 23 of
the Company's definitive Proxy Statement set forth certain information with
respect to certain business relationships and transactions between the Company
and its directors and officers and is incorporated herein by reference.

III-I

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Data incorporated by reference from the
attached 1996 Annual Report to Shareholders
(included as Exhibit 13 of this report):

Comparative Highlights (Selected Quarterly
Financial Data)

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Consolidated Balance Sheets as of
December 31, 1996 and 1995

Consolidated Statements of Income for the
years ended December 31, 1996, 1995 and 1994

Consolidated Statements of Changes in
Shareholders' Equity for the years ended
December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 1995 and 1994

Notes to Consolidated Financial Statements

Report of Independent Accountants

Selected Eleven-Year Financial Data

Data submitted herewith:

Report of Independent Accountants (included under Item 8)

IV-1

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K,
CONTINUED

Financial Statement Schedule:

Schedule II - Valuation and Qualifying Accounts

All other schedules are omitted because they are not required, are not
applicable or the required information is given in the financial statements or
notes thereto.

Exhibits:

3 Articles of Incorporation and By-Laws (incorporated by reference to the
Registrant's 1994 Form 10-K Annual Report)

4 Instruments Defining the Rights of Securities Holders, including
Indentures (incorporated by reference to the Registrant's Forms S-3 (File
No. 33-50503 and File No. 33-40538))

10 Material Contracts:

10-1 1983 Sonoco Products Company Key Employee Stock Option Plan (incorporated
by reference to the Registrant's Form S-8 dated September 4, 1985)

10-2 1991 Sonoco Products Company Key Employee Stock Plan (incorporated by
reference to the Registrant's Form S-8 dated June 7, 1995)

10-3 Sonoco Products Company 1996 Non-Employee Directors' Stock Plan
(incorporated by reference to the Registrant's Form S-8 dated September
25, 1996)

10-4 Sonoco Products Company Employee Savings and Stock Ownership Plan
(incorporated by reference to the Registrant's Form 11-K Annual Report set
forth in the Registrant's Form 10-K/A filed on June 28, 1996)

11 Computation of Earnings Per Share

13 1996 Annual Report to Shareholders (portions incorporated by reference)

21 Subsidiaries of the Registrant

23 Consent of Independent Accountants

27 Financial Data Schedule

99-1 Proxy Statement, filed in conjunction with annual shareholders' meeting
scheduled for April 16, 1997 (previously filed)

99-2 Form 11-K Annual Report - 1983 and 1991 Sonoco Products Company Key
Employee Stock Option Plans and Sonoco Products Company 1996 Non-Employee
Directors' Stock Plan

IV-2

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K, CONTINUED

Reports on Form 8-K

No reports on Form 8-K were filed by the Company during the fourth quarter
of 1996.

IV-3

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(DOLLARS IN THOUSANDS)

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- - ----------- --------- --------- -------- --------
BALANCE ADDITIONS
AT CHARGED BALANCE
BEGINNING TO AT
OF COSTS AND DEDUC- END OF
DESCRIPTION PERIOD EXPENSES TIONS(1) PERIOD
- - ----------- --------- --------- -------- --------

1996
----

Restructuring Reserve $ 7,129 $ -0- $ 3,963 $ 3,166
========= ========= ======== ========

Allowance for Doubtful
Accounts $ 6,330 $ 3,920 $ 2,620 $ 7,630
========= ========= ======== ========

1995
----

Restructuring Reserve $ 10,923 $ -0- $ 3,794 $ 7,129
========= ========= ======== ========
Allowance for Doubtful
Accounts $ 6,058 $ 3,168 $ 2,896 $ 6,330
========= ========= ======== ========

1994
----

Restructuring Reserve $ 27,114 $ -0- $ 16,191 $ 10,923
========= ========= ======== ========

Allowance for Doubtful
Accounts $ 6,514 $ 2,546 $ 3,002 $ 6,058
========= ========= ======== ========

(1) Includes amounts written off, translation adjustments and payments.

IV-4
20

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 27th day
of March 1997.

SONOCO PRODUCTS COMPANY

/s/ C. W. Coker
-----------------------------
C. W. Coker
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report is signed below by the following person on behalf of the Registrant and
in the capacities indicated on this 27th day of March 1997.

/s/ F. T. Hill, Jr.
-----------------------------
F. T. Hill, Jr.
Vice President and
Chief Financial Officer

IV-5
21

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

SIGNATURES, CONTINUED

/s/ C. W. Coker Chief Executive Officer and
- - --------------------------- Director (Chairman)
C. W. Coker

/s/ P. C. Browning President, Chief Operating Officer and
- - --------------------------- Director
P. C. Browning

/s/ C. J. Bradshaw Director
- - ---------------------------
C. J. Bradshaw

/s/ R. J. Brown Director
- - ---------------------------
R. J. Brown

/s/ F. L. H. Coker Director
- - ---------------------------
F. L. H. Coker

Director
- - ---------------------------
J. L. Coker

/s/ T. C. Coxe, III Director
- - ---------------------------
T. C. Coxe, III

/s/ A. T. Dickson Director
- - ---------------------------
A. T. Dickson

/s/ R. E. Elberson Director
- - ---------------------------
R. E. Elberson

/s/ J. C. Fort Director
- - ---------------------------
J. C. Fort

/s/ P. Fulton Director
- - ---------------------------
P. Fulton

/s/ B. L. M. Kasriel Director
- - ---------------------------
B. L. M. Kasriel

/s/ R. C. King, Jr. Director
- - ---------------------------
R. C. King, Jr.

/s/ E. H. Lawton, Jr. Director
- - ---------------------------
E. H. Lawton, Jr.

/s/ H. L. McColl, Jr. Director
- - ---------------------------
H. L. McColl, Jr.

/s/ Dona Davis Young Director
- - ---------------------------
Dona Davis Young

IV-6

SONOCO PRODUCTS COMPANY AND CONSOLIDATED SUBSIDIARIES

EXHIBIT INDEX

Exhibit
Number Description
------ -----------

3 Articles of Incorporation and By-Laws (incorporated by
reference to the Registrant's 1994 Form 10-K Annual
Report)

4 Instruments Defining the Rights of Securities Holders,
including Indentures (incorporated by reference to the
Registrant's Forms S-3 (File No. 33-50503 and File No.
33-40538))

10 Material Contracts:

10-1 1983 Sonoco Products Company Key Employee Stock Option
Plan (incorporated by reference to the Registrant's Form
S-8 dated September 4, 1985)

10-2 1991 Sonoco Products Company Key Employee Stock Plan
(incorporated by reference to the Registrant's Form S-8
dated June 7, 1995)

10-3 Sonoco Products Company 1996 Non-Employee Directors'
Stock Plan (incorporated by reference to the Registrant's
Form S-8 dated September 25, 1996)

10-4 Sonoco Products Company Employee Savings and Stock
Ownership Plan (incorporated by reference to the
Registrant's Form 11-K Annual Report set forth in the
Registrant's Form 10-K/A filed on June 28, 1996)

11 Computation of Earnings Per Share

13 1996 Annual Report to Shareholders (portions incorporated
by reference)

21 Subsidiaries of the Registrant

23 Consent of Independent Accountants

27 Financial Data Schedule

99-1 Proxy Statement, filed in conjunction with annual
shareholders' meeting scheduled for April 16, 1997
(previously filed)

99-2 Form 11-K Annual Report - 1983 and 1991 Sonoco Products
Company Key Employee Stock Option Plans and Sonoco
Products Company 1996 Non-Employee Directors' Stock Plan