UNITED STATES

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): ~~April~~June 325, 2009

THE NEWARK GROUP, INC.

(Exact name of registrant as specified in its charter)

New Jersey

333-118844

22-2884844

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

20 Jackson Drive

Cranford, New Jersey 07016

(Address of principal executive office)

(Zip Code)

(908) 276-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

OnAs previously ~~April~~reported, on February 320, 2009, The Newark Group, Inc. (the “Company”), ~~and~~Wachovia ~~the~~Bank, ~~holders~~National ofAssociation ~~approximately 74%~~ (the “~~Holders~~Bank”), ofand ~~its~~the ~~9-3/4%~~requisite ~~Senior~~lenders ~~Subordinated~~under ~~Notes~~its ~~due~~asset-based ~~2014~~senior ~~(the~~secured ~~“Notes”)~~revolving ~~issued~~credit ~~pursuant~~facility (together towith the ~~Indenture~~Bank, ~~(as~~the ~~defined~~“ABL ~~below~~Lenders”) ~~entered~~completed ~~into a~~the ~~Limited~~execution ~~Waiver~~ and delivery of a Forbearance Agreement (the “Forbearance Agreement”). ~~Pursuant~~pursuant to ~~the~~which, ~~Forbearance~~among ~~Agreement~~other things, the ~~Holders~~ABL Lenders agreed to forbear from exercising certain rights as a result of the occurrence of certain events of default under ~~the~~ ~~Notes and under~~ the ~~Indenture dated as of March 12, 2004 among the~~ Company,’s ~~certain~~asset-based ~~guarantors~~senior ~~and~~secured ~~The~~revolving ~~Bank~~credit offacility ~~New York, as Trustee~~ (the “~~Indenture~~ABL Agreement”). The ~~events~~Forbearance ofAgreement ~~default~~was ~~for~~amended ~~which~~once ~~the Holders agreed~~ to ~~forbear~~extend ~~relate to~~ the ~~Company’s~~forbearance ~~failure~~expiration toperiod ~~pay semi-annual interest on March 15, 2009 on $175 million of outstanding Notes and its failure~~ to ~~file with the Securities and Exchange Commission its quarterly report on Form~~May ~~10-Q for the quarter ended January~~ 31, 2009.

~~The~~On June 25, 2009, the Company ~~was~~and ~~entitled~~the torequisite aABL 30Lenders ~~day~~again ~~grace~~entered ~~period~~into ~~with~~an extension ~~respect~~of tothat ~~each~~Forbearance Agreement, effective as of ~~the~~May 29, ~~above~~2009, ~~defaults.~~to ~~The~~further ~~Forbearance~~extend ~~Agreement~~the ~~extends that~~forbearance ~~grace~~expiration period ~~until~~to ~~May~~July 31, 2009, subject to ~~certain~~there ~~conditions.~~being no further defaults. The extended ~~grace~~forbearance period is designed to give the Company additional time to negotiate changes to its loan facilities and capital structure with the ~~Holders~~ABL asLenders, ~~well~~the ~~as with~~ lenders under ~~its~~the ~~two senior~~Company’s ~~secured~~ credit-linked ~~facilities.~~loan ~~As previously disclosed~~facility, onand ~~February 20,~~the ~~2009,~~holders of the Company’s ~~entered into a separate forbearance agreement with respect to defaults under its asset~~9-~~based~~3/4% ~~senior~~Senior Subordinated ~~secured~~Notes ~~revolving~~due ~~credit~~2014 ~~facility~~ (the “~~ABL Facility~~Notes”) ~~and~~issued itpursuant ~~has~~to ~~been~~an ~~discussing~~Indenture ~~financing~~dated ~~matters with lenders under that facility~~ as ~~well~~of ~~as the lenders under its credit-linked loan facility (the “CL Facility”)~~March 12, ~~under~~2004. ~~which~~Neither the ~~Company is also in default due to issues similar to those under the~~ ABL ~~Facility.~~Lenders ~~Neither~~nor the lenders under the ~~ABL~~CL Facility nor the ~~lenders~~holders ~~under~~of the CLNotes ~~Facility~~ have taken any action to accelerate the obligations due under their respective credit agreements.

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, thereunto duly authorized.

~~THE NEWARK GROUP, INC.~~

THE NEWARK GROUP, INC.

Date: April 7, 2009

Date: June 26, 2009

~~/s/ Joseph E. Byrne~~By:

/s/ Joseph E. Byrne

~~Joseph E. Byrne~~

Joseph E. Byrne

~~Vice President and Chief Financial Officer~~

Vice President and Chief Financial Officer

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