<SEC-DOCUMENT>0000948520-01-500071.txt : 20011106
<SEC-HEADER>0000948520-01-500071.hdr.sgml : 20011106
ACCESSION NUMBER:		0000948520-01-500071
CONFORMED SUBMISSION TYPE:	424B5
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20011101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SONOCO PRODUCTS CO
		CENTRAL INDEX KEY:			0000091767
		STANDARD INDUSTRIAL CLASSIFICATION:	PAPERBOARD CONTAINERS & BOXES [2650]
		IRS NUMBER:				570248420
		STATE OF INCORPORATION:			SC
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B5
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-69388
		FILM NUMBER:		1773247

	BUSINESS ADDRESS:	
		STREET 1:		NORTH SECOND ST
		STREET 2:		P O BOX 160
		CITY:			HARTSVILLE
		STATE:			SC
		ZIP:			29551-0160
		BUSINESS PHONE:		8033837000
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>prelim424b5.txt
<TEXT>
                                                Filed Pursuant to Rule 424(b)(5)
                                                      Registration No. 333-69388


The  information  in  this  prospectus  supplement  is not  complete  and may be
changed.  Neither this prospectus supplement nor the accompanying  prospectus is
an  offer to sell  these  securities  or is  soliciting  an  offer to buy  these
securities in any jurisdiction where the offer or sale is not permitted

                  SUBJECT TO COMPLETION, DATED OCTOBER 29, 2001

Preliminary Prospectus Supplement
___________, 2001
 (To Prospectus Dated October 29, 2001)

[LOGO OF SONOCO]

                                 $--------------

                             Sonoco Products Company

                        % Notes Due ____________ __, 20__



         We  will  pay   interest  on  the  Notes  each   ________________   and
______________.  The first  interest  payment  will be made on  _______________,
2002.  We may  redeem the Notes  prior to  maturity,  in whole or in part,  at a
redemption  price equal to the greater of the  principal  amount of the Notes or
the make-whole price described in this prospectus supplement,  plus in each case
accrued  interest to the date of redemption.  See  "Description  of the Notes --
Optional Redemption" on page S-5.

         The Notes will be unsecured and will rank equally with all of our other
existing and future unsecured and unsubordinated indebtedness.

                                                        Per Note          Total
Price to public (1)...................................          %        $
Underwriting discounts and commissions................          %        $
Proceeds, before expenses, to us (1)..................          %        $

(1) Plus accrued interest, if any, from  _________________, 2001.

         Delivery of the Notes will be made in book-entry form only, through the
facilities of the Depository Trust Company on or about _____, 2001.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  supplement  or the  accompanying  prospectus  to which it relates is
truthful or complete. Any representation to the contrary is a criminal offense.

                          Joint Book - Running Managers

Banc of America Securities LLC                        Credit Suisse First Boston

                                ________________
Wachovia Securities
                 Deutsche Banc Alex. Brown
                                         SunTrust Robinson Humphrey
                                                               BMO Nesbitt Burns

<Page>

         You should rely only on the  information  contained in, or incorporated
by reference into, this prospectus  supplement and the accompanying  prospectus.
We have not, and the  underwriters  have not,  authorized  anyone to provide you
with  information  that is different.  If anyone  provides you with different or
inconsistent information,  you should not rely on it. This prospectus supplement
and the accompanying prospectus may only be used where it is legal to sell these
securities.  The  information  in,  or  incorporated  by  reference  into,  this
prospectus  supplement and the  accompanying  prospectus may only be accurate on
the date of this  prospectus  supplement.  Our  business,  financial  condition,
results of operations and prospects may have changed since that date.



                                TABLE OF CONTENTS


                              Prospectus Supplement
                                                                            Page

Where You Can Find More Information......................................    S-3
Forward-Looking Statements...............................................    S-3
Sonoco Products Company..................................................    S-4
Ratio of Earnings to Fixed Charges.......................................    S-4
Use of Proceeds..........................................................    S-5
Description of the Notes.................................................    S-5
Underwriting.............................................................    S-7
Notice to Canadian Residents.............................................    S-9
Validity of the Notes....................................................    S-9
Experts..................................................................   S-10


                                   Prospectus
                                                                            Page

Risk Factors.............................................................      2
About this Prospectus....................................................      3
Where You Can Find More Information......................................      4
Sonoco Products Company..................................................      5
Forward-Looking Statements...............................................      5
Use of Proceeds..........................................................      6
Ratio of Earnings to Fixed Charges.......................................      6
Description of the Debt Securities.......................................      6
Plan of Distribution.....................................................     16
Experts..................................................................     16
Validity of the Debt Securities..........................................     17

                               __________________

         These offering materials consist of two documents:  (a) this prospectus
supplement,  which  describes  the  terms  of the  Notes  that we are  currently
offering,   and  (b)  the  accompanying   prospectus,   which  provides  general
information about our debt securities,  some of which may not apply to the Notes
that we are currently  offering.  The information in this prospectus  supplement
supersedes any inconsistent information included in the accompanying prospectus.

         In various places in this  prospectus  supplement and the  accompanying
prospectus,  we refer you to other  sections of such  documents  for  additional
information by indicating the caption headings of such other sections.  The page
on which each principal  caption included in this prospectus  supplement and the
accompanying  prospectus can be found is listed in the table of contents  above.
All  such  cross  references  in  this  prospectus  supplement  are to  captions

                                      S-2
<Page>

contained in this prospectus supplement and not in the accompanying  prospectus,
unless otherwise stated.

                       WHERE YOU CAN FIND MORE INFORMATION

         The  Securities  and  Exchange   Commission,   or  SEC,  allows  us  to
"incorporate  by reference"  the  information in documents that we file with the
SEC. This means that we can disclose  important  information to you by referring
you to those documents.  The information incorporated by reference is considered
to be part of this  prospectus  supplement and the  accompanying  prospectus and
should be read with the same care.  Later  information that we file with the SEC
will automatically update and supersede that information.

         The following  documents are currently  incorporated in and made a part
of this prospectus  supplement and the  accompanying  prospectus by reference in
connection with the offering of the Notes:

     o    Our Annual Report on Form 10-K,  and our Annual Report on Form 10-K/A,
          for our fiscal year ended December 31, 2000.

     o    Our  Quarterly  Reports on Form 10-Q for the  quarters  ended April 1,
          2001, and July 1, 2001.

     o    Our Current  Reports on Form 8-K dated  September 11, 2001 and October
          30, 2001.

         Any future  documents  that we file with the SEC under  Section  13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"),  prior to the completion of the offering of the Notes will also
be  incorporated   by  reference  into  this   prospectus   supplement  and  the
accompanying prospectus.

         We will provide without charge to each person (including any beneficial
owner) to whom this  prospectus  supplement and the  accompanying  prospectus is
delivered, upon written or oral request, a copy of any documents incorporated by
reference in this prospectus  supplement and the accompanying  prospectus (other
than the  exhibits to such  documents  unless those  exhibits  are  specifically
incorporated by reference). You should direct your request to Charles J. Hupfer,
Vice  President,  Treasurer and Secretary,  Sonoco Products  Company,  One North
Second Street,  Hartsville,  South Carolina 29550,  telephone (843) 383-7000, or
e-mail info@sonoco.com.

                           FORWARD-LOOKING STATEMENTS

         This  prospectus  supplement  includes  and  incorporates  by reference
"forward-looking  statements"  within the meaning of the  securities  laws.  All
statements that are not historical facts are  "forward-looking  statements." The
words "estimate,"  "project,"  "intend," "expect,"  "believe,"  "anticipate" and
similar  expressions  identify   forward-looking   statements.   Forward-looking
statements include, but are not limited to, statements regarding offsetting high
raw material  costs,  adequacy of income tax  provisions,  refinancing  of debt,
adequacy of cash flows, effects of acquisitions and dispositions,  and financial
strategies and the results expected from them.

         These  forward-looking  statements  are based on current  expectations,
estimates  and  projections  about  our  industry,   management's  beliefs,  and
assumptions made by management.  Such information includes,  without limitation,
discussions  as to estimates,  expectations,  beliefs,  plans,  strategies,  and
objectives  concerning  our future  financial and operating  performance.  These
statements  are not guarantees of future  performance  and are subject to risks,
uncertainties and assumptions that are difficult to predict.  Therefore,  actual
results  may  differ  materially  from those  expressed  or  forecasted  in such
forward-looking   statements.  The  risks  and  uncertainties  include,  without
limitation:

     o    availability and pricing of raw materials;

     o    success of new product development and introduction;

     o    ability to maintain or increase productivity levels;

                                      S-3
<Page>

     o    international, national and local economic and market conditions;

     o    ability to maintain market share;

     o    pricing pressures and demand for products;

     o    continued  strength  of our  paperboard-based  engineered  carrier and
          composite can operations;

     o    anticipated results of restructuring activities;

     o    ability to successfully  integrate newly acquired  businesses into our
          operations;

     o    currency stability and the rate of growth in foreign markets;

     o    actions of government agencies; and

     o    loss of consumer  confidence and economic  disruptions  resulting from
          terrorist activities.

         We  undertake  no   obligation   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  In light of these risks,  uncertainties,  and assumptions,
the  forward-looking  events  discussed in this  prospectus  supplement  and the
accompanying prospectus might not occur.

                             SONOCO PRODUCTS COMPANY

         The following summary description of our business is qualified entirely
by,  and  should  be read  together  with,  the more  detailed  information  and
financial statements incorporated by reference in this prospectus supplement and
the accompanying prospectus.

         We are a  South  Carolina  corporation  founded  in  Hartsville,  South
Carolina in 1899. We are a major global  manufacturer  of  paperboard-based  and
other  industrial  and  consumer  packaging  products.  We are  also  vertically
integrated into  paperboard  production and recovered  paper  collection,  which
means  that  the  paperboard   used  in  our  packaging   products  is  produced
substantially  from  recovered  paper our  subsidiaries  collect.  We operate an
extensive  network of plants in the United States and have subsidiaries in Asia,
Europe,  Canada,  Mexico,  South  America,   Australia,  and  New  Zealand,  and
affiliates  in  numerous  locations  around the world.  We have made a number of
acquisitions,  and we expect to acquire additional  companies in the future that
we believe provide meaningful  opportunities in industrial and consumer markets.
We may also dispose of  operations  when we believe that doing so is  consistent
with our overall  goals and  strategies.  Our  principal  executive  offices are
located at One North Second  Street,  P.O. Box 160,  Hartsville,  South Carolina
29551-0160 (Telephone No. (803) 383-7000).

                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table shows for the periods indicated:

     o    our ratio of earnings to fixed charges, as well as

     o    our ratio of earnings  adjusted  to exclude  gains or losses on assets
          held for sale to fixed charges.

<Table>
<Caption>
                                                                Nine Months                  Years Ended December 31
                                                                  Ended                      -----------------------
                                                             September 3, 2001    2000     1999        1998        1997       1996
                                                             -----------------    ----     ----        ----        ----       ----

<S>                                                                <C>           <C>       <C>         <C>         <C>         <C>
Ratio of Earnings to Fixed Charges .........................       3.53x         4.53x     5.27x       5.95x       1.92x       5.03x
Ratio of Earnings (adjusted) to Fixed Charges ..............       3.53x         4.46x     5.22x       4.49x       5.18x       5.03x
</Table>

                                      S-4
<Page>

         For purposes of these  calculations,  "earnings" consist of income from
operations  before income taxes,  fixed charges and  amortization of capitalized
interest,  less capitalized interest.  "Earnings (adjusted)" consist of earnings
as  described  in  the  preceding  sentence  plus  or  minus  gains  or  losses,
respectively,  on assets held for sale.  "Fixed charges"  consist of interest on
all indebtedness,  capitalized interest, amortization of bond discounts, and the
portion  of rental  expense  considered  to be  representative  of the  interest
factor.

                                 USE OF PROCEEDS

         We  estimate  that  we  will  receive  net  proceeds  of  approximately
$___________   million  from  the  sale  of  the  Notes,  after  we  deduct  the
underwriting  discounts and commissions and expenses of the offering. We plan to
use the net proceeds from the sale of the Notes to pay down maturing  commercial
paper.   The  commercial  paper  matures  daily  and  has  an  average  rate  of
approximately 2.72%.

                            DESCRIPTION OF THE NOTES

         Particular terms of the Notes offered by this prospectus supplement are
summarized  below. The summary  supplements the description of the general terms
of the debt securities, of which the Notes offered by this prospectus supplement
are a  part,  set  forth  under  "Description  of the  Debt  Securities"  in the
accompanying  prospectus.  If anything summarized below is inconsistent with the
general terms described in the accompanying prospectus,  you should consider the
particular terms  summarized below to be the ones that prevail.  You should read
the accompanying prospectus in conjunction with this prospectus supplement.  The
following summary of certain provisions of the Indenture governing the Notes and
the Notes does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all of the provisions of the Indenture,  including
the definitions of certain terms in the Indenture and those terms made a part of
the Indenture by the Trust Indenture Act of 1939.

General

         The  Notes  will  be  issued  initially  in  the  principal  amount  of
$___________.  The Notes will be issued in  denominations of $1,000 and integral
multiples of $1,000.  Additional Notes may be issued in the future, from time to
time by a  resolution  of our Board of  Directors  without  the  consent  of the
existing  holders of the Notes,  under the same  series  with the same terms and
conditions and with the same CUSIP number as the Notes being offered hereby. The
Notes will be unsecured obligations issued under the Indenture, dated as of June
15, 1991, between us, as issuer, and The Bank of New York, as successor trustee,
and will rank equally with all of our other  existing and future  unsecured  and
unsubordinated indebtedness.

         The Notes  will  bear  interest  at ____%  per year and will  mature on
__________,  20__.  Interest  on each  Note  will  be  payable  semiannually  on
______________ and ___________ of each year, commencing  ____________,  200_, to
the person in whose name the Notes are  registered  at the close of  business on
___________  and  ___________,  as the case may be,  immediately  preceding such
interest payment dates. Interest on the Notes will accrue from the date of issue
and will be paid on the  basis of a 360-day  year  consisting  of twelve  30-day
months.

Optional Redemption

         The Notes will be redeemable, in whole or in part, at our option at any
time at a  redemption  price equal to the  greater of (i) 100% of the  principal
amount of the Notes,  or (ii) as determined  by the Quotation  Agent (as defined
below),  the sum of the present  values of the remaining  scheduled  payments of
principal and interest on the Notes (not including any portion of those payments
of interest accrued as of the redemption date) discounted to the redemption date
on a  semi-annual  basis  assuming  a 360 day year  consisting  of twelve 30 day
months at the Adjusted  Treasury Rate (as defined  below) plus [__] basis points
plus, in each case,  accrued and unpaid  interest on the Notes to the redemption
date.

         In the  case  of a  partial  redemption,  selection  of the  Notes  for
redemption  will be made pro rata, by lot or such other method as the Trustee in
its sole discretion deems appropriate and fair; however, any redemption relating
to a public  equity  offering  of equity  securities  will be made on a pro rata
basis  or on  as  nearly  a pro  rata  basis  as  practicable  (subject  to  the
Depositary's procedures).  No Notes of a principal amount of $1,000 or less will
be redeemed in part. Notice of any redemption will be mailed by first class mail
at least 30 days but not more than 60 days  before the  redemption  date to each

                                      S-5
<Page>

holder of the Notes to be redeemed at its registered  address.  If any Notes are
to be redeemed in part only, the notice of redemption  that relates to the Notes
will  state the  portion  of the Notes to be  redeemed.  New Notes in  principal
amounts of $1,000 equal to the unredeemed portion of the Notes will be issued in
the name of the  holder of the Notes  upon  surrender  for  cancellation  of the
original  Notes.  Unless we default in payment of the redemption  price,  on and
after the  redemption  date,  interest  will cease to accrue on the Notes or the
portions of the Notes called for redemption.

Definitions of some of the terms used in this section are as follows:

         "Adjusted  Treasury Rate" means,  with respect to any redemption  date,
the annual  rate equal to the  semi-annual  equivalent  yield to maturity of the
Comparable  Treasury  Issue,  assuming a price of the Comparable  Treasury Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for that redemption date.

         "Comparable  Treasury Issue" means the United States Treasury  security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the  Notes  to be  redeemed  that  would be  utilized,  at the time of a
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference  Treasury Dealer Quotations for that redemption
date,  after  excluding  the  highest  and  lowest  Reference   Treasury  Dealer
Quotation,  or (ii) if the trustee obtains fewer than three  Reference  Treasury
Dealer Quotations, the average of the quotations.

         "Reference   Treasury  Dealer"  means  (i)  each  of  Banc  of  America
Securities LLC and Credit Suisse First Boston  Corporation and their  respective
successors;  however,  if any of the foregoing  shall cease to be a primary U.S.
Government  securities dealer in New York City (a "Primary Treasury Dealer"), we
will substitute  another  Primary  Treasury  Dealer;  and (ii) any other Primary
Treasury Dealer selected by us.

         "Reference  Treasury  Dealer  Quotations"  means,  with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
us, of the bid and asked prices for the Comparable  Treasury Issue (expressed in
each case as a  percentage  of its  principal  amount)  quoted in writing to the
trustee by the Reference  Treasury  Dealer at 5:00 p.m.,  New York City time, on
the third business day preceding the redemption date.

         "Quotation Agent" means the Reference Treasury Dealer appointed by us.

Book-Entry System

         The  Notes  will be  issued in  book-entry  form as one or more  global
securities,  and may only be withdrawn  from The Depository  Trust  Company,  as
depositary,  and  exchanged for physical  securities  in the limited  situations
described under "Description of the Debt  Securities--Book-Entry  Securities" in
the accompanying prospectus.

Sinking Fund

         There is no provision for a sinking fund for the Notes.

Defeasance

         Under certain  circumstances,  we will be deemed to have discharged the
entire  indebtedness  on all of the outstanding  Notes,  or certain  restrictive
covenants  under the Indenture,  by  defeasance.  See  "Description  of the Debt
Securities--  Defeasance  of Offered  Debt  Securities  or Certain  Covenants in
Certain  Circumstances" in the accompanying  prospectus for a description of the
terms of any such defeasance that will be applicable to the Notes.


                                      S-6
<Page>


Covenants

         The Indenture  governing the Notes contains  covenants that will, among
other things, limit our ability to:

     o    incur certain liens securing indebtedness; and
     o    engage in certain sale-leaseback transactions.

         For a description  of these  covenants,  see  "Description  of the Debt
Securities--Certain Covenants of the Company" in the accompanying prospectus.

Consolidation, Merger and Sale of Assets

         We are not permitted  under the Indenture to consolidate  with or merge
into  another  person or  transfer or lease  substantially  all of our assets to
another person unless such person is a U.S.  entity that assumes our obligations
under the Indenture and certain other  conditions  are met. For a description of
these conditions, see "Description of the Debt Securities--Consolidation, Merger
and Sale of Assets" in the accompanying prospectus.

                                  UNDERWRITING

         Under  the  terms  and  subject  to  the  conditions  contained  in  an
underwriting  agreement  dated  __________,  2001, we have agreed to sell to the
underwriters  named below,  and each of the underwriters has severally agreed to
purchase,  the respective  principal amounts of the Notes set forth opposite its
name. Banc of America  Securities LLC and Credit Suisse First Boston Corporation
are acting as representatives for the underwriters in the offering of the Notes.

                                                                    Principal
         Underwriters                                            Amount of Notes
         ------------                                            ---------------

         Banc of America Securities LLC.......................     $........
         Credit Suisse First Boston Corporation...............

         First Union Securities, Inc. ........................
         Deutsche Banc Alex. Brown, Inc. .....................
         SunTrust Capital Markets, Inc. ......................
         BMO Nesbitt Burns Corp. .............................
         Total................................................     $........

         First  Union  Securities,  Inc.  ("FUSI"),  a  subsidiary  of  Wachovia
Corporation, conducts its investment banking, institutional, and capital markets
businesses  under the trade  name of  Wachovia  Securities.  Any  references  to
"Wachovia  Securities" in this prospectus  supplement,  however,  do not include
Wachovia  Securities,  Inc.,  a separate  broker-dealer  subsidiary  of Wachovia
Corporation and sister  affiliate of FUSI which may or may not be  participating
as a separate selling dealer in the distribution of the Notes.

         The  underwriters  propose to offer the Notes  initially  at the public
offering  price on the cover page of this  prospectus  supplement and to selling
group members at that price less a concession  of ____% of the principal  amount
per Note.  The  underwriters  and selling  group members may allow a discount of
____% of such principal amount per Note on sales to other broker/dealers.  After
the initial  public  offering,  the public  offering  price and  concession  and
discount to broker/dealers may be changed by the underwriters.

         We  estimate  that  our  out-of-pocket   expenses  for  this  offering,
excluding  underwriting   discounts  and  commissions,   will  be  approximately
$____________.

         The Notes are a new issue of  securities  with no  established  trading
market.  We do not  intend to apply  for  listing  of the Notes on any  national
securities  exchange  or for  quotation  of the  Notes on any  automated  dealer
quotation  system.  One or more of the  underwriters  intend to make a secondary
market  for  the  Notes.  However,  they  are  not  obligated  to do so and  may

                                      S-7
<Page>

discontinue  making a secondary market for the Notes at any time without notice.
No assurance can be given as to how liquid the trading market for the Notes will
be or that a public  trading  market  for the Notes will  develop.  If no active
public trading market develops,  the market price and liquidity of the Notes may
be  adversely  affected.  If the Notes are traded,  they may trade at a discount
from their  initial  offering  price,  depending on factors  such as  prevailing
interest  rates,  the market for similar  securities,  our performance and other
factors.

         The   underwriters   may   engage   in   over-allotment,    stabilizing
transactions,  syndicate  covering  transactions  and penalty bids in accordance
with Regulation M under the Exchange Act.

     o    Over-allotment  involves  syndicate  sales in excess  of the  offering
          size, which creates a syndicate short position.

     o    Stabilizing  transactions  permit  bids  to  purchase  the  underlying
          security  so long as the  stabilizing  bids do not exceed a  specified
          maximum.

     o    Syndicate covering  transactions involve purchases of the Notes in the
          open market  after the  distribution  has been  completed  in order to
          cover syndicate short positions.

     o    Penalty bids permit the  underwriters to reclaim a selling  concession
          from  a  syndicate  member  when  the  Notes  originally  sold  by the
          syndicate  member are  purchased  in a  stabilizing  transaction  or a
          syndicate covering transaction to cover syndicate short positions.

         These stabilizing  transactions,  syndicate  covering  transactions and
penalty  bids may  cause  the  price of the  Notes  to be  higher  than it would
otherwise  be in the absence of these  transactions.  The  underwriters  are not
obligated to enter into any such  transactions,  and, if commenced,  they may be
terminated  at  any  time  without  notice.  We and  the  underwriters  make  no
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the Notes.

         We  have  agreed  to  indemnify  the   underwriters   against   certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments which the underwriters may be required to make in respect thereof.

         In the ordinary course of their respective businesses,  Banc of America
Securities LLC and Credit Suisse First Boston Corporation have provided,  and in
the future may provide,  investment  banking and financial  advisory services to
us. Various of the other  underwriters named above or their affiliates also have
provided, and in the future may provide, investment banking, commercial banking,
trust or financial advisory services to us. Additionally, in the ordinary course
of their respective businesses, affiliates of Banc of America Securities LLC and
Credit  Suisse First Boston  Corporation  have  provided,  and in the future may
provide,  commercial  banking  services to us. In  particular,  Bank of America,
N.A., an affiliate of Banc of America  Securities  LLC, an  underwriter  in this
offering,  is the  administrative  agent,  and Bank of America,  N.A. and Credit
Suisse  First  Boston are  lenders  under our credit  facility.  Banc of America
Securities LLC and Credit Suisse First Boston  Corporation and their  affiliates
have received,  and may continue to receive,  customary fees in connection  with
those services.  Charles W. Coker, our Chairman, and Paul Fulton, another of our
directors,  serve  both on our  Board of  Directors  as well as on the  Board of
Directors of Bank of America Corporation,  the parent company of Banc of America
Securities LLC. Hugh L. McColl, Chairman Emeritus of Bank of America Corporation
also serves on our Board of Directors. R. J. Brown and Dona Davis Young, both of
whom are directors of the Company,  are also directors of Wachovia  Corporation,
the parent  company of First Union  Securities,  Inc.  The  decisions of Banc of
America  Securities LLC and Credit Suisse First Boston Corporation to distribute
the Notes were made  independent of their lending  affiliates,  Bank of America,
N.A.  and  Credit  Suisse  First  Boston,  respectively,  which  lenders  had no
involvement  in  determining  whether or when to distribute the Notes under this
offering  or the terms of this  offering.  Banc of  America  Securities  LLC and
Credit  Suisse First Boston  Corporation  will not receive any benefit from this
offering other than the underwriting discounts and commissions paid by us.

                                      S-8
<Page>

                          NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

         The distribution of the Notes in Canada is being made only on a private
placement  basis  exempt  from  the  requirement  that  we  prepare  and  file a
prospectus  with the  securities  regulatory  authorities in each province where
trades of the Notes are  made.  Any  resale of the Notes in Canada  must be made
under  applicable  securities  laws,  which will vary  depending on the relevant
jurisdiction, and which may require resales to be made under available statutory
exemptions or under a discretionary exemption granted by the applicable Canadian
securities  regulatory  authority.  Purchasers  are advised to seek legal advice
prior to any resale of the Notes.

Representations of Purchasers

         By purchasing the Notes in Canada and accepting a purchase confirmation
a  purchaser  is  representing  to us and the  dealer  from  whom  the  purchase
confirmation is received that

     o    the purchaser is entitled under applicable  provincial securities laws
          to purchase the Notes  without the benefit of a  prospectus  qualified
          under those securities laws,
     o    where  required by law,  that the purchaser is purchasing as principal
          and not as agent, and
     o    the purchaser has reviewed the text above under "Resale Restrictions."

Rights of Action (Ontario Purchasers)

         The securities  being offered are those of a foreign issuer and Ontario
purchasers  will not  receive  the  contractual  right of action  prescribed  by
Ontario  securities  law.  As a result,  Ontario  purchasers  must rely on other
remedies  that may be  available,  including  common  law  rights of action  for
damages or rescission or rights of action under the civil  liability  provisions
of the U.S. federal securities laws.

Enforcement of Legal Rights

         All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian  purchasers  to effect  service of process  within  Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located  outside of Canada and, as a result,  it may not
be possible to satisfy a judgment  against the issuer or such  persons in Canada
or to enforce a judgement  obtained in Canadian  courts  against  such issuer or
persons outside of Canada.

Taxation and Eligibility for Investment

         Canadian  purchasers  of Notes should  consult  their own legal and tax
advisors with respect to the tax  consequences  of an investment in the Notes in
their  particular  circumstances  and  about  the  eligibility  of the Notes for
investment by the purchaser under relevant Canadian legislation.

                              VALIDITY OF THE NOTES

         The validity of the Notes offered  hereby will be passed upon for us by
Haynsworth Sinkler Boyd, P.A.,  Columbia,  South Carolina,  our general counsel.
Moore & Van Allen PLLC,  Charlotte,  North Carolina,  will issue opinions to the
underwriters  regarding  certain  legal matters  relating to the Notes.  Various
attorneys in the firms of Haynsworth  Sinkler Boyd,  P.A., and Moore & Van Allen
PLLC, and members of their immediate  families own or have beneficial  interests
in shares of our common stock.

                                      S-9
<Page>


                                     EXPERTS





         See "EXPERTS" in the accompanying prospectus.

























                                      S-10
<Page>












                             SONOCO PRODUCTS COMPANY
[LOGO] (R)
                                  $250,000,000

                                 Debt Securities

         We may offer from time to time debt  securities.  We will  describe the
specific terms of the debt  securities in supplements  to this  prospectus.  You
should read this prospectus and the accompanying prospectus supplement carefully
before you invest.

                                _________________


         Neither the Securities and Exchange Commission nor any state securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                _________________

         We may offer the debt  securities  in  amounts,  at prices and on terms
determined at the time of offering.  We may sell the debt securities directly to
you, through agents we select, or through underwriters and dealers we select. If
we use agents, underwriters or dealers to sell the debt securities, we will name
them and describe their compensation in a prospectus supplement.

                The date of this Prospectus is October 29, 2001.










<Page>




                                TABLE OF CONTENTS


RISK FACTORS...................................................................2
ABOUT THIS PROSPECTUS..........................................................3
WHERE YOU CAN FIND MORE INFORMATION............................................4
SONOCO PRODUCTS COMPANY........................................................5
FORWARD-LOOKING STATEMENTS.....................................................5
USE OF PROCEEDS................................................................6
RATIO OF EARNINGS TO FIXED CHARGES.............................................6
DESCRIPTION OF THE DEBT SECURITIES.............................................6
PLAN OF DISTRIBUTION..........................................................16
EXPERTS  16
VALIDITY OF THE DEBT SECURITIES...............................................17

                                  RISK FACTORS

         In  addition  to the other  information  set forth or  incorporated  by
reference in this Prospectus,  you should carefully  consider the following risk
factors before purchasing the Debt Securities.

Conditions in foreign countries where we operate may reduce our earnings.

         We have operations throughout North and South America,  Europe and Asia
with  facilities in 33 countries  serving  customers in 85  countries.  In 2000,
approximately 27% of our sales and 24% of our pretax income came from operations
and sales outside of the United States. Accordingly, our revenues and income may
be adversely affected by economic conditions,  political situations and changing
laws and regulations in those countries.

Foreign exchange rate fluctuations may reduce our earnings.

         As a result of operating  globally,  we are exposed to market risk from
changes in foreign  exchange  rates. We monitor these exposures and from time to
time use  currency  swaps and  forward  foreign  exchange  contracts  to hedge a
portion of the net investment in foreign  subsidiaries,  foreign currency assets
and liabilities,  or forecasted transactions  denominated in foreign currencies.
Nonetheless,  to the extent we have unhedged positions or our hedging procedures
do not work as planned,  fluctuating  currencies  could reduce our sales and net
income.  Our financial  performance  is directly  affected by exchange  rates by
translations into U. S. dollars for financial  reporting  purposes of the assets
and liabilities of our foreign operations conducted in local currencies.

We  may   encounter   difficulties   arising  from   integrating   acquisitions,
restructuring our operations or closing or disposing of facilities.

         We have completed  acquisitions,  closed higher cost  facilities,  sold
non-core  assets,  and  otherwise  restructured  our  operations in an effort to
improve our cost competitiveness and profitability. Some of these activities are
ongoing,  and we cannot  guarantee that any such  activities will not divert the
attention  of  management  or disrupt our  ordinary  operations  or those of our
subsidiaries. Moreover, our production capacity or the actual amount of products
we produce may be reduced as a result of these activities.

         We have made  numerous  acquisitions  in recent  years,  are  currently
involved in a number of  acquisitions  and actively seek new  acquisitions  that
meet our criteria.  Acquired  businesses  may not achieve the levels of revenue,
profit or productivity or otherwise perform as we expect.

         Acquisitions also involve special risks,  including without  limitation
the potential  assumption of  unanticipated  liabilities and  contingencies  and
difficulties  in  integrating  acquired  businesses.  While we believe  that our
acquisitions will improve our competitiveness and profitability,  we can give no
assurance that acquisitions will be successful or accretive to earnings.



                                       2
<Page>

We are subject to  environmental  regulations and liabilities  that could weaken
our operating results.

         Federal,   state,   provincial,   foreign   and   local   environmental
requirements,  particularly  those  relating  to air and  water  quality,  are a
significant  factor in our business.  In the past we have had, and in the future
may  face,  environmental  liability  for  the  costs  of  remediating  soil  or
groundwater  that is or was contaminated by us or a third party at various sites
which are now or were previously owned or operated by us. Legal  proceedings may
result in the  imposition of fines or penalties as well as mandated  remediation
programs that require  substantial,  and in some  instances,  unplanned  capital
expenditures. There also may be similar liability at sites with respect to which
either we have received,  or in the future may receive,  notice that we may be a
potentially  responsible  party and which are the  subject of  cleanup  activity
under the Comprehensive Environmental Response,  Compensation and Liability Act,
analogous   state   laws  and  other   laws   concerning   hazardous   substance
contamination.

         We have  incurred  in the past and may incur in the  future,  fines and
penalties relating to environmental  matters and costs relating to the damage of
natural  resources,  lost  property  values and toxic tort claims.  We have made
expenditures  to  comply  with  environmental  regulations  and  expect  to make
additional  expenditures in the future. As of July 1, 2001, we had approximately
$4 million  reserved  for  environmental  liabilities.  However,  we could incur
additional  expenditures  due  to  changes  in  law  or  the  discovery  of  new
information,  and those expenditures could have a material adverse effect on our
operating results.

Raw materials price increases may reduce our earnings.

         Many of the raw materials we use are  commodities  purchased from third
parties.  Principal  examples  are  recovered  paper and resin.  Prices of these
commodities are subject to substantial fluctuations which are beyond our control
and can adversely  affect our  profitability.  Even though many of our long term
contracts  with buyers of our  products  permit  limited  price  adjustments  to
reflect  increased raw material costs and even though we may increase our prices
in an effort to offset  increases in raw materials  costs,  such adjustments may
not  occur  quickly  enough or be  sufficient  to  prevent  adverse  effects  on
earnings.

Energy price increases may reduce our earnings.

         Our manufacturing  operations require the use of substantial amounts of
electricity and natural gas. These are subject to significant price fluctuations
as the result of changes in overall supply and demand. Increases in energy costs
can adversely affect our earnings.

                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration  statement that we filed with
the SEC using a "shelf"  registration  process.  Under this  shelf  registration
process,  we may sell in one or more  offerings up to a total  dollar  amount of
$250,000,000 of debt securities.

         This  prospectus  provides you with a general  description  of the debt
securities  we may sell.  Each time we sell debt  securities,  we will provide a
prospectus  supplement that will contain specific information about the terms of
that  offering.  The  prospectus  supplement  also may add to,  update or change
information contained in this prospectus.

         You should  read both this  prospectus  and any  prospectus  supplement
together with additional  information described under the caption "Where You Can
Find More  Information." We may only use this prospectus to sell debt securities
if it is accompanied by a prospectus supplement.



                                       3
<Page>

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and current  reports,  proxy  statements and
other  information  with the SEC. Our SEC file number is 0-516.  Our SEC filings
are  available  to the  public  over  the  Internet  at the  SEC's  web  site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its public reference facilities at 450 Fifth Street, N.W.,  Washington,  D.C.
20549.  You may also  obtain  copies of the  documents  at  prescribed  rates by
writing to the Public  Reference  Section of the SEC at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Please  call the SEC at  1-800-SEC-0330  for  further
information on the operation of the public reference facilities. Our SEC filings
are also  available  at the  office  of the New York  Stock  Exchange,  20 Broad
Street,  7th  Floor,  New York,  New York  10005.  For  further  information  on
obtaining  copies of our  public  filings at the New York  Stock  Exchange,  you
should call (212) 656-5060.

         The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose  important  information to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this prospectus and information  that we subsequently  file
with  the SEC  will  automatically  update  and  supersede  information  in this
prospectus  and in our other filings with the SEC. We  incorporate  by reference
the documents  listed  below,  which we have already filed with the SEC, and any
future filings we make with the SEC under Sections 13(a),  13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to termination of this offering:

          o    Our Annual  Report on Form 10-K for the year ended  December  31,
               2000;

          o    Our  Amended  Annual  Report on Form  10-K/A  for the year  ended
               December  31, 2000  (amended  for the purpose of  furnishing  the
               financial  statements  required by Form 11-K with  respect to the
               Sonoco  Savings  Plan as  permitted  by  Rule  15d-21  under  the
               Securities Exchange Act of 1934);

          o    Our Quarterly  Reports on Form 10-Q for the quarters  ended April
               1, 2001 and July 1, 2001; and

          o    Our current report on Form 8-K, dated September 11, 2001.

         We will provide you free copies of these  filings,  other than exhibits
to filings unless the exhibits are specifically incorporated by reference into a
filing, if you write or call us at:

         Sonoco Products Company
         Attn:  Charles J. Hupfer, Vice President, Treasurer and Secretary
         One North Second Street
         P.O. Box 160
         Hartsville, South Carolina 29551-0160
         Telephone: (843) 383-7000.

         We have also filed a  registration  statement  with the SEC relating to
the debt securities described in this prospectus. This prospectus is part of the
registration  statement.  You may obtain from the SEC a copy of the registration
statement and exhibits  that we filed with the SEC when we  registered  the debt
securities.  The registration statement contains additional information that may
be important to you.

         You should rely only on the  information  contained or  incorporated by
reference in this prospectus or the applicable  prospectus  supplement.  We have
not  authorized  anyone  else  to  provide  you  with  additional  or  different
information.  We are only  offering  these debt  securities  in states where the
offer  is  permitted.  You  should  not  assume  that  the  information  in this
prospectus or the  applicable  prospectus  supplement is accurate as of any date
other than the dates on the front of those  documents,  unless  the  information
specifically indicates that another date applies.

         Unless the context  requires  otherwise,  references to "we," "us," and
"our" mean Sonoco Products Company and its subsidiaries.


                                       4
<Page>


                             SONOCO PRODUCTS COMPANY

         We are a  South  Carolina  corporation  founded  in  Hartsville,  South
Carolina in 1899. We are a major global  manufacturer  of  paperboard-based  and
other  industrial  and  consumer  packaging  products.  We are  also  vertically
integrated into  paperboard  production and recovered  paper  collection,  which
means  that  the  paperboard   used  in  our  packaging   products  is  produced
substantially  from  recovered  paper our  subsidiaries  collect.  We operate an
extensive  network of plants in the United States and have subsidiaries in Asia,
Europe,  Canada,  Mexico,  South  America,   Australia,  and  New  Zealand,  and
affiliates  in  numerous  locations  around the world.  We have made a number of
acquisitions,  and we expect to  acquire  additional  companies  that we believe
provide meaningful opportunities in industrial and consumer markets. We may also
dispose of  operations  when we believe  that  doing so is  consistent  with our
overall goals and strategies. Our principal executive offices are located at One
North  Second  Street,  P.O. Box 160,  Hartsville,  South  Carolina  29551-0160,
Telephone No. (843) 383-7000.


                           FORWARD-LOOKING STATEMENTS

         This prospectus includes and incorporates by reference "forward-looking
statements"  within the meaning of the securities  laws. All statements that are
not historical facts are  "forward-looking  statements."  The words  "estimate,"
"project," "intend," "expect,"  "believe,"  "anticipate" and similar expressions
identify forward-looking statements. Forward-looking statements include, but are
not  limited  to,  statements  regarding  offsetting  high raw  material  costs,
adequacy of income tax provisions,  refinancing of debt, adequacy of cash flows,
effects of  acquisitions  and  dispositions,  and financial  strategies  and the
results expected from them.

         These  forward-looking  statements  are based on current  expectations,
estimates  and  projections  about  our  industry,   management's  beliefs,  and
assumptions made by management.  Such information includes,  without limitation,
discussions  as to estimates,  expectations,  beliefs,  plans,  strategies,  and
objectives  concerning  our future  financial and operating  performance.  These
statements  are not guarantees of future  performance  and are subject to risks,
uncertainties and assumptions that are difficult to predict.  Therefore,  actual
results  may  differ  materially  from those  expressed  or  forecasted  in such
forward-looking   statements.  The  risks  and  uncertainties  include,  without
limitation:

          o    availability and pricing of raw materials;

          o    success of new product development and introduction;

          o    ability to maintain or increase productivity levels;

          o    international, national and local economic and market conditions;

          o    ability to maintain market share;

          o    pricing pressures and demand for products;

          o    continued strength of our paperboard-based engineered carrier and
               composite can operations;

          o    anticipated results of restructuring activities;

          o    ability to successfully  integrate newly acquired businesses into
               the Company's operations;

          o    currency stability and the rate of growth in foreign markets; and

          o    actions of government agencies.


                                       5
<Page>

                                 USE OF PROCEEDS

         Except as we otherwise set forth in a prospectus supplement,  we intend
to use the net  proceeds  from  the  sale of the  debt  securities  for  general
corporate  purposes,  including  working capital,  capital  expenditures and the
repayment or reduction of bank indebtedness and commercial paper obligations.

                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table shows for the periods indicated:

          o    our ratio of earnings to fixed charges, as well as
          o    our ratio of  earnings  adjusted  to  exclude  gains or losses on
               assets held for sale to fixed charges.

<Table>
<Caption>
                                                                                               Years Ended December 31
                                                             Six Months Ended                 -----------------------
                                                               July 1, 2001     2000       1999         1998        1997       1996
                                                               ------------     ----       ----         ----        ----       ----

<S>                                                                <C>         <C>         <C>         <C>         <C>         <C>
Ratio of Earnings to Fixed Charges .........................       2.71x       4.53x       5.27x       5.95x       1.92x       5.03x
Ratio of Earnings (adjusted) to Fixed Charges ..............       2.71x       4.46x       5.22x       4.49x       5.18x       5.03x
</Table>

         For purposes of these  calculations,  "earnings" consist of income from
operations  before income taxes,  fixed charges and  amortization of capitalized
interest,  less capitalized interest.  "Earnings (adjusted)" consist of earnings
as  described  in  the  preceding  sentence  plus  or  minus  gains  or  losses,
respectively,  on assets held for sale.  "Fixed charges"  consist of interest on
all indebtedness,  capitalized interest,  amortization of bond discounts and the
portion  of rental  expense  considered  to be  representative  of the  interest
factor.

                       DESCRIPTION OF THE DEBT SECURITIES

         We may from time to time issue debt  securities,  consisting  of notes,
debentures or other  evidences of  indebtedness,  in one or more series under an
Indenture  dated as of June 15,  1991  between  us and The Bank of New York,  as
Successor  Trustee.  The Indenture is included as an exhibit to the Registration
Statement  of  which  this  Prospectus  is a part.  When we use the  term  "Debt
Securities" in this Prospectus and the accompanying  Prospectus  Supplement,  we
are  referring  to all of the Debt  Securities  that  may be  issued  under  the
Indenture,  and not merely to the debt  securities  we are  offering  under this
Prospectus  and the  accompanying  Prospectus  Supplement.  We refer to the Debt
Securities we are offering under this Prospectus and the accompanying Prospectus
Supplement as the "Offered Debt Securities."

         Because the  following is only a summary of the  Indenture and the Debt
Securities,  it does not contain all information  that you may find useful.  For
further information about the Indenture and the Debt Securities, you should read
the Indenture and the accompanying  Prospectus Supplement.  Whenever we refer to
particular  provisions  of the  Indenture  or  terms  that  are  defined  in the
Indenture,  those provisions or defined terms are incorporated by reference into
this Prospectus.

         The  covenants in the Indenture do not  necessarily  protect you from a
decline in our credit quality due to  highly-leveraged  or other transactions or
events involving us.

General

         The Debt  Securities  will be our unsecured  obligations  and will rank
equally with all of our other currently outstanding unsecured and unsubordinated
indebtedness.  Except as described under "Certain Covenants of the Company," the
Indenture  does not  limit us or any of our  Subsidiaries  from  incurring  more
indebtedness or issuing more  securities.  The Indenture does not restrict us or
our  Subsidiaries  from incurring  unsecured  Indebtedness  and does not contain
financial or similar  restrictions on us or any of our Subsidiaries.  Our rights
and the  rights of our  creditors,  including  holders  of debt  securities,  to
participate in any  distribution of assets of any of our  Subsidiaries  upon the


                                       6
<Page>

Subsidiary's   liquidation  or   reorganization  or  otherwise  are  effectively
subordinated to the claims of the Subsidiary's  creditors,  except to the extent
that we or any of our creditors may be a creditor of that Subsidiary.

         The Debt  Securities of any series may be issued in definitive form or,
if  provided  in  the  Prospectus  Supplement  relating  to the  series,  may be
represented in whole or in part by a global  Security or Securities,  which will
be deposited with, or on behalf of, The Depository Trust Company,  New York, New
York, or other successor depositary that we may appoint (the "Depositary"),  and
registered  in  the  name  of  the  Depositary's  nominee.  Each  Debt  Security
represented  by a  global  Security  is  referred  to in  this  Prospectus  as a
"Book-Entry Security."

         The  Indenture  does not limit the amount of Debt  Securities or of any
particular  series of Offered Debt Securities  that may be issued  thereunder or
otherwise and provides that Debt  Securities may be issued  thereunder from time
to time in one or more  series.  All Debt  Securities  of one series need not be
issued  at the same  time  and,  unless  otherwise  provided,  a  series  may be
reopened,  without  notice to or the consent of any  holder,  for  issuances  of
additional  Debt  Securities of that series,  and the additional Debt Securities
will be consolidated and form a single series with those Debt Securities.

         You should look in the Prospectus Supplement for the following terms of
the Offered Debt Securities:

          o    the title of the Offered Debt Securities;

          o    any limit on the aggregate  principal  amount of the Offered Debt
               Securities;

          o    the price  (expressed as a percentage of the aggregate  principal
               amount  thereof) at which the  Offered  Debt  Securities  will be
               issued;

          o    the date or dates on which  the  principal  of the  Offered  Debt
               Securities will be payable;

          o    the rate or rates (which may be fixed or  variable)  per annum at
               which the Offered Debt Securities will bear interest,  if any, or
               the method of determining such rate or rates;

          o    the date or dates from which  interest,  if any,  on the  Offered
               Debt  Securities  will accrue or the method of  determining  such
               date or  dates,  the  dates on which  interest,  if any,  will be
               payable,  the date on which  payment of  interest,  if any,  will
               commence,  and the  regular  record  dates for  interest  payment
               dates, if any;

          o    the period or periods within which,  the price or prices at which
               and  the  terms  and  conditions  upon  which  the  Offered  Debt
               Securities may be redeemed, in whole or in part, at our option;

          o    our  obligation,  if any,  to redeem  or  purchase  Offered  Debt
               Securities  pursuant to any sinking fund or analogous  provisions
               or at the option of a Holder,  and the periods within, the prices
               at, and the terms and  conditions  upon which such  Offered  Debt
               Securities shall be redeemed or purchased;

          o    if it is other than the principal  amount,  the amount of Offered
               Debt  Securities  which  shall be  payable  upon  declaration  of
               acceleration of the maturity thereof;

          o    if other than U.S.  dollars,  the currency  (including  composite
               currencies)  in which  payment of principal of (and  premium,  if
               any)  and/or  interest on the Offered  Debt  Securities  shall be
               payable;

          o    any  currency  (including  composite  currencies)  other than the
               stated  currency  of the  Offered  Debt  Securities  in which the
               principal of (and premium, if any) and/or interest on the Offered
               Debt  Securities  may,  at our  election  or the  election of the
               Holders, be payable,  and the periods within which, and terms and
               conditions upon which, such election may be made;

                                       7
<Page>

          o    if the amount of payments of principal of (and  premium,  if any)
               and/or  interest on the Offered Debt Securities may be determined
               with  reference  to  an  index  based  on a  currency  (including
               composite  currencies) other than the stated currency of the Debt
               Securities, the manner in which such amounts shall be determined;

          o    our right,  if any,  to defease the Offered  Debt  Securities  or
               certain covenants under the Indenture;

          o    whether any of the Offered Debt  Securities  shall be  Book-Entry
               Securities  and, in such case, the Depositary for such Book-Entry
               Securities;

          o    the  terms and  conditions,  if any,  pursuant  to which the Debt
               Securities  may be converted  or exchanged  for the cash value of
               other securities issued by us or by a third party; and

          o    any other terms  relating to the Offered Debt  Securities  (which
               are not inconsistent with the Indenture).

         Unless  otherwise  provided  and  except  with  respect  to  Book-Entry
Securities,  principal of and premium, if any, and interest, if any, on the Debt
Securities  will be payable,  and the  transfer of the Debt  Securities  will be
registrable, at the Corporate Trust Office of the Trustee. We have the option of
paying interest by mailing a check to, or making a wire transfer to, the Holders
of record entitled to the payment.

         For a  description  of payments of principal of,  premium,  if any, and
interest on, and transfer of,  Book-Entry  Securities,  and  exchanges of global
Securities representing Book-Entry Securities, see "Book-Entry Securities."

         Unless  otherwise  indicated  in  the  Prospectus  Supplement  relating
thereto and except with respect to Book-Entry  Securities,  the Debt  Securities
will  be  issued  only  in  fully   registered   form  without  coupons  and  in
denominations of $1,000 or any multiple thereof.  No service charge will be made
for any registration of transfer or exchange of the Offered Debt Securities, but
we  may  require  payment  of a  sum  sufficient  to  cover  any  tax  or  other
governmental charge payable in connection therewith.

         Debt  Securities  may be issued under the  Indenture as Original  Issue
Discount Securities to be offered and sold at a substantial discount below their
stated  principal  amount.  Federal  income tax  consequences  and other special
considerations applicable to any such Original Issue Discount Securities will be
described  in  the  Prospectus  Supplement  relating  thereto.  "Original  Issue
Discount  Security"  means any security  which  provides for the  declaration of
acceleration of the maturity of an amount less than the principal amount thereof
upon the occurrence of an Event of Default and the continuation thereof.

Certain Covenants of The Company

Restriction on Liens

         The  Indenture  provides  that,  so long  as any  Debt  Securities  are
Outstanding,  we will not issue, assume or guarantee, and we will not permit any
Domestic  Subsidiary to issue,  assume or guarantee,  any Indebtedness  which is
secured by a mortgage,  pledge,  security  interest,  lien or  encumbrance  (any
mortgage,  pledge,  security  interest,  lien or encumbrance is referred to as a
"lien"  or  "liens")  of or upon any of our  currently  owned or later  acquired
assets,  or  any  such  assets  of a  Domestic  Subsidiary  without  effectively
providing that the Debt Securities (together with, if we shall so determine, any
of our other  Indebtedness that ranks equally with the Debt Securities) shall be
equally and ratably  secured by a lien ranking  ratably with and equal to (or at
our option, prior to) such secured  Indebtedness;  provided,  however,  that the
foregoing restriction shall not apply to:

          o    liens on any assets of any corporation  existing at the time such
               corporation becomes a Domestic Subsidiary;

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          o    liens on any assets  existing at the time of our  acquisition  of
               such  assets  or   acquisition  of  such  assets  by  a  Domestic
               Subsidiary,  or liens to secure the payment of all or any part of
               the purchase  price of such assets upon our  acquisition  of such
               assets or acquisition of such assets by a Domestic  Subsidiary or
               to secure any Indebtedness incurred,  assumed or guaranteed by us
               or a Domestic  Subsidiary prior to, at the time of, or within 180
               days after such acquisition (or in the case of real property, the
               completion of  construction  (including  any  improvements  on an
               existing  asset) or commencement of full operation of such asset,
               whichever is later) which  Indebtedness  is incurred,  assumed or
               guaranteed  for the purpose of  financing  all or any part of the
               purchase  price  thereof  or,  in  the  case  of  real  property,
               construction or improvements thereon; provided,  however, that in
               the case of any such  acquisition,  construction  or improvement,
               the lien shall not apply to any assets theretofore owned by us or
               a  Domestic  Subsidiary,  other  than,  in the  case of any  such
               construction  or  improvement,  any real  property  on which  the
               property so constructed, or the improvement, is located;

          o    liens  on  any  assets  to  secure  Indebtedness  of  a  Domestic
               Subsidiary to us or to any wholly owned Domestic Subsidiary;

          o    liens on any assets of a  corporation  existing  at the time such
               corporation is merged into or consolidated  with us or a Domestic
               Subsidiary  or  at  the  time  of  a  purchase,  lease  or  other
               acquisition  by us or a  Domestic  Subsidiary  of the assets of a
               corporation  or  firm  as  an  entirety  or  substantially  as an
               entirety;

          o    liens on any of our assets or assets of a Domestic  Subsidiary in
               favor  of  the  United  States  or  any  State  thereof,  or  any
               department, agency or instrumentality or political subdivision of
               the United States or any State thereof,  or in favor of any other
               country, or any political subdivision thereof, to secure partial,
               progress,  advance or other payments  pursuant to any contract or
               statute or to secure any Indebtedness  incurred or guaranteed for
               the purpose of financing  all or any part of the  purchase  price
               (or, in the case of real property,  the cost of  construction) of
               the assets subject to such liens (including,  but not limited to,
               liens incurred in connection with pollution  control,  industrial
               revenue or similar financings);

          o    any extension,  renewal or replacement (or successive extensions,
               renewals  or  replacements)  in  whole  or in  part  of any  lien
               referred to in the foregoing clauses; provided, however, that the
               principal amount of Indebtedness secured thereby shall not exceed
               the principal  amount of  Indebtedness  so secured at the time of
               such extension,  renewal or replacement, and that such extension,
               renewal or  replacement  shall be limited to all or a part of the
               assets which  secured the lien so  extended,  renewed or replaced
               (plus improvements and construction on real property);

          o    liens not  permitted by the clauses  above if at the time of, and
               after giving  effect to, the creation or  assumption  of any such
               lien,  the aggregate  amount of all of our  Indebtedness  and all
               Indebtedness  of our  Domestic  Subsidiaries  secured by all such
               liens not so permitted  by the clauses  above  together  with the
               Attributable Debt in respect of Sale and Lease-Back  Transactions
               permitted by the Indenture do not exceed 10% of Consolidated  Net
               Tangible Assets.

Restriction on Sale and Lease-Back Transactions

         The  Indenture  also provides that we will not, and will not permit any
Subsidiary  to, enter into any  arrangement  with any person  providing  for the
leasing by us or a Domestic Subsidiary of any property or assets, other than any
such arrangement  involving a lease for a term, including renewal rights for not
more than 3 years,  whereby such  property or asset has been or is to be sold or
transferred  by us or any Domestic  Subsidiary to such person  (referred to as a
"Sale and Lease-Back Transaction"), unless:

          o    we or such  Domestic  Subsidiary  would,  at the time of entering
               into a Sale and  Lease-Back  Transaction,  be  entitled  to incur
               Indebtedness  secured  by a lien on the  property  or asset to be
               leased in an amount at least  equal to the  Attributable  Debt in
               respect of such Sale and Lease-Back  Transaction  without equally
               and  ratably  securing  the  Debt  Securities   pursuant  to  the
               Indenture; or

                                       9
<Page>

          o    the  proceeds of the sale of the  property or assets to be leased
               are at least  equal to the fair value of such  property or assets
               (as  determined by our Board of Directors) and an amount equal to
               the net  proceeds  from the sale of the  property  or  assets  so
               leased is applied,  within 180 days of the effective  date of any
               such  Sale  and  Lease-Back  Transaction,   to  the  purchase  or
               acquisition  (or, in the case of property,  the  construction) of
               property or assets or to the  retirement  (other than at maturity
               or pursuant to a mandatory sinking fund or redemption  provision)
               of  Debt  Securities  or of our  Funded  Indebtedness  or  Funded
               Indebtedness of a consolidated  Domestic  Subsidiary ranking on a
               parity with or senior to the Debt Securities.

Applicability of Covenants

         Any series of Debt  Securities  may provide that any one or more of the
covenants  described  above shall not be  applicable  to the  Securities of such
series if certain conditions are met.

Certain Definitions

         "Attributable Debt", when used in connection with a Sale and Lease-Back
transaction  referred to above,  means, as of any particular time, the aggregate
of present values  (discounted at a rate per annum equal to the average interest
borne by all Outstanding  Securities  determined on a weighted average basis and
compounded  semi-annually)  of our  obligations or obligations of any Subsidiary
for net rental payments  during the remaining term of all leases  (including any
period  for which  such  lease has been  extended  or may,  at the option of the
lessor,  be  extended).  The term "net rental  payments"  under any lease of any
period  means the sum of the rental and other  payments  required  to be paid in
such  period by the lessee  thereunder,  not  including,  however,  any  amounts
required  to be paid by such  lessee  (whether  or not  designated  as rental or
additional  rental) on  account  of  maintenance  and  repairs,  reconstruction,
insurance,  taxes,  assessments,  water rates or similar charges  required to be
paid by such lessee thereunder or any amounts required to be paid by such lessee
thereunder  contingent  upon the  amount  of  sales,  maintenance  and  repairs,
reconstruction, insurance, taxes, assessments, water rates or similar charges.

         "Consolidated  Net Tangible Assets" means at any date, the total assets
appearing on our most recently prepared consolidated balance sheet as of the end
of a fiscal quarter,  prepared in accordance with generally accepted  accounting
principles at the time of calculation, less (a) all current liabilities as shown
on such balance sheet and (b) intangible assets.

         "Intangible  assets" means the value (net of any applicable  reserves),
as  shown on or  reflected  in such  balance  sheet  of:  (i) all  trade  names,
trademarks,  licenses,  patents,  copyrights and goodwill;  (ii)  organizational
costs;  and (iii) deferred  charges (other than prepaid items such as insurance,
taxes, interest,  commissions, rents and similar items and tangible assets being
amortized);  but in no event shall the term "intangible  assets" include product
development costs.

         "Domestic  Subsidiary" means any Subsidiary (a) incorporated  under the
laws of the United States or any state,  territory or possession thereof, or the
Commonwealth  of Puerto  Rico,  (b) the  operations  of which are  substantially
conducted in the United  States or its  territories  or  possessions,  or in the
Commonwealth of Puerto Rico, or (c) a substantial portion of the assets of which
are located in the United States or its  territories  or  possessions  or in the
Commonwealth  of  Puerto  Rico.  A "wholly  owned  Domestic  Subsidiary"  is any
Domestic Subsidiary of which all Outstanding  securities having the voting power
to elect the Board of Directors of such  Domestic  Subsidiary  (irrespective  of
whether  or not at the time  securities  of any other  class or  classes of such
Domestic  Subsidiary  shall  have or might  have  voting  power by reason of the
happening of any  contingency)  are at the time directly or indirectly  owned or
controlled by us, or by one or more wholly owned Domestic Subsidiaries, or by us
and one or more wholly owned Domestic Subsidiaries.

         "Funded Indebtedness" means any Indebtedness maturing by its terms more
than  one  year  from  the  date of the  determination  thereof,  including  any
Indebtedness  renewable  or  extendible  at the option of the  obligor to a date
later than one year from the date of the determination thereof.

         "Indebtedness"  means (i) all obligations for borrowed money,  (ii) all
obligations evidenced by bonds, debentures,  notes or other similar instruments,


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(iii) all obligations in respect of letters of credit or bankers  acceptances or
similar  instruments (or reimbursement  obligations with respect thereto),  (iv)
all  obligations  to pay the  deferred  purchase  price of property or services,
except trade accounts  payable arising in the ordinary  course of business,  (v)
all  obligations as lessee which are  capitalized  in accordance  with generally
accepted  accounting  principles  at the  time  of  calculation,  and  (vi)  all
Indebtedness of others  guaranteed by us or any of our subsidiaries or for which
we or any of our  subsidiaries  are otherwise  responsible or liable (whether by
agreement  to  purchase  indebtedness  of, or to supply  funds or to invest  in,
others).

         "Subsidiary"  means any  corporation  of which at least a  majority  of
Outstanding  securities having the voting power to elect a majority of the Board
of Directors  of such  corporation  (irrespective  of whether or not at the time
securities of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any  contingency) is at the time
directly  or  indirectly  owned or  controlled  by us,  or by one or more of the
Subsidiaries, or by us and one or more Subsidiaries.

Events of Default

         An Event of Default with respect to the Debt  Securities  of any series
is defined in the Indenture as:

          o    default in payment of  principal  of or  premium,  if any, on any
               Debt Security of that series at maturity;

          o    default for 30 days in payment of  interest on any Debt  Security
               of that series;

          o    default in the deposit of any sinking  fund  payment  when due in
               respect of that series;

          o    our failure to perform any other of the  covenants or  warranties
               in the  Indenture  (other than a covenant or warranty  where such
               failure  to  perform  or breach is dealt  with  elsewhere  in the
               events of default  section  of the  Indenture,  or a covenant  or
               warranty  included in the  Indenture  solely for the benefit of a
               series of Debt Securities  other than that series)  continued for
               60 days after due notice by the Trustee or by Holders of at least
               10% in principal  amount of the  Outstanding  Debt  Securities of
               that series;

          o    a default under any bond,  debenture,  note or other  evidence of
               our  Indebtedness  (including  a  default  with  respect  to Debt
               Securities  of any series  other  than that  series) or under any
               mortgage, indenture or instrument under which there may be issued
               or by which there may be secured or evidenced  any of our current
               or future Indebtedness (including this Indenture),  which default
               constitutes  a failure to pay such  Indebtedness  in a  principal
               amount in excess of $10  million  when due and  payable  at final
               maturity after the  expiration of any applicable  grace period or
               shall have resulted in such Indebtedness in a principal amount in
               excess of $10 million  becoming or being declared due and payable
               prior to the date on which it would otherwise have become due and
               payable,  without such  Indebtedness  having been discharged,  or
               such  acceleration  having been  rescinded or annulled,  within a
               period of 15 days after there shall have been given, by overnight
               mail or other same day or overnight  delivery  service  which can
               provide evidence of delivery,  to us by the Trustee, or to us and
               the Trustee by the Holders of at least 25% in principal amount of
               the  Outstanding  Securities  of that  series,  a written  notice
               specifying   such   default  and   requiring  us  to  cause  such
               Indebtedness  to be discharged or cause such  acceleration  to be
               rescinded or annulled and stating that such notice is a Notice of
               Default under the Indenture;

          o    certain events of bankruptcy, insolvency or reorganization; and

          o    any  other  Event  of  Default  provided  with  respect  to  Debt
               Securities of that series.

         The  Indenture  provides  that, if any Event of Default with respect to
Debt Securities of any series at the time Outstanding  occurs and is continuing,
either the  Trustee or the Holders of not less than 25% in  principal  amount of
the Outstanding  Debt Securities of that series may declare the principal amount
(or,  if the  Debt  Securities  of  that  series  are  Original  Issue  Discount
Securities,  such portion of the principal amount of such Debt Securities as may


                                       11
<Page>

be specified in the terms  thereof) of all Debt  Securities of that series to be
due and payable immediately.  However,  upon certain conditions such declaration
may be annulled and past defaults (except,  unless  theretofore cured, a default
in payment of principal of or premium, if any, or interest,  if any, on the Debt
Securities of that series and certain other specified defaults) may be waived by
the Holders of a majority in principal amount of the Outstanding Debt Securities
of that series on behalf of the Holders of all Debt Securities of that series.

         Please refer to the  Prospectus  Supplement  relating to each series of
Outstanding Debt Securities which are Original Issue Discount Securities for the
particular  provisions  relating to acceleration of the Maturity of a portion of
the  principal  amount  of such  Original  Issue  Discount  Securities  upon the
occurrence of an Event of Default and the continuation thereof.

         The Indenture  provides that the Trustee will, within 90 days after the
occurrence  of a default  with respect to Debt  Securities  of any series at the
time Outstanding, give to the Holders of the Outstanding Debt Securities of that
series  notice of such  default  known to it if uncured or not waived.  However,
except in the case of default in the payment of principal of or premium, if any,
or  interest  on any Debt  Security  of that  series,  or in the  payment of any
sinking fund installment, the Trustee may withhold such notice if the Trustee in
good faith  determines that the withholding of such notice is in the interest of
the Holders of the  Outstanding  Debt  Securities of such series.  The Indenture
also  provides  that such notice shall not be given until at least 30 days after
the  occurrence  of a  default  or  breach  with  respect  to  Outstanding  Debt
Securities  of any series in the  performance  of a covenant  or warranty in the
Indenture other than for the payment of the principal of or premium,  if any, or
interest on any Debt  Security of such series or the deposit of any sinking fund
payment with  respect to the Debt  Securities  of such series.  The term default
with respect to any series of  Outstanding  Debt  Securities  for the purpose of
this provision means any event that is, or after notice or lapse of time or both
would become, an Event of Default as specified in the Indenture relating to such
series of Outstanding Debt Securities.

         The Indenture  contains a provision  entitling the Trustee,  subject to
the duty of the  Trustee  during  default to act with the  required  standard of
care,  to be  indemnified  by the  Holders  of any  series of  Outstanding  Debt
Securities  before proceeding to exercise any right or power under the Indenture
at the request of the Holders of such series of Debt  Securities.  The Indenture
provides that the Holders of a majority in principal  amount of Outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy  available to the Trustee,  or exercising any trust or
other power  conferred on the Trustee,  with respect to the Debt  Securities  of
such series  provided  that the Trustee may decline to act if such  direction is
contrary to law or the  Indenture.  In the case of  Book-Entry  Securities,  the
Indenture  requires  the  Trustee to  establish  a record  date for  purposes of
determining which Holders are entitled to join in such direction.

         No Holder of a Debt  Security  will  have any  right to  institute  any
proceeding  with respect to the Indenture,  or for the appointment of a receiver
or trustee, or for any other remedy under the Indenture, unless:

          o    the Holder has previously  given to the Trustee written notice of
               a continuing  event of default  regarding the Debt  Securities of
               that series;

          o    Holders  of at least  25% in  aggregate  principal  amount of the
               Outstanding  Debt  Securities  of that series have made a written
               request to the Trustee to institute the proceeding and the Holder
               or Holders have offered reasonable indemnity to the Trustee; and

          o    the Trustee has failed to institute the  proceeding,  and has not
               received  from the Holders of a majority in  aggregate  principal
               amount  of the  outstanding  Debt  Securities  of that  series  a
               direction  inconsistent  with that request,  within 60 days after
               the notice, request and offer.

However,  these  limitations do not apply to a suit  instituted by a Holder of a
Debt  Security  to enforce  payment of the  principal  of,  premium,  if any, or
interest on the Debt Security on or after the  applicable  due date specified in
the Debt Security.

         The  Indenture  includes a covenant that we will file annually with the
Trustee a certificate  specifying whether, to the best knowledge of the signers,
we are in default under the Indenture.



                                       12
<Page>

Modification of the Indenture and Waiver of Covenants

         We and the Trustee may make agreed  modifications and amendments to the
Indenture, without the consent of any Holder of any Debt Security of any series,
to add covenants and Events of Default,  and to make  provisions with respect to
other  matters and issues  arising under the  Indenture,  provided that any such
provision does not adversely affect the rights of the Holders of Debt Securities
of any series.

         The Indenture contains provisions  permitting us and the Trustee,  with
the  consent  of the  Holders  of not less than 66 2/3% in  principal  amount of
Outstanding  Debt  Securities  of  each  series  affected  thereby,  to  execute
supplemental  indentures adding any provisions to or changing or eliminating any
of the  provisions  of the  Indenture or modifying  the rights of the Holders of
Outstanding  Debt  Securities of such series,  except that no such  supplemental
indenture  may,  without  the  consent  of the Holder of each  Outstanding  Debt
Security  affected  thereby,  (a)  change  the  Stated  Maturity,  or reduce the
principal  amount,  the  premium,  if any,  thereon  or the rate of  payment  of
interest thereon,  of any Debt Security of any series, (b) reduce the percentage
in principal amount of Outstanding Debt Securities of any series, the consent of
the Holders of which is required for any supplemental indenture or for waiver of
compliance  with  certain  provisions  of  the  Indenture  or  certain  defaults
thereunder or (c) effect certain other changes. The Indenture also permits us to
omit  compliance  with certain  covenants in the Indenture  with respect to Debt
Securities  of any series upon waiver by the Holders of not less than 66 2/3% in
principal amount of Outstanding Debt Securities of such series.

Consolidation, Merger and Sale of Assets

         The Indenture  contains a provision  permitting us, without the consent
of the Holders of any of the Outstanding Debt Securities under the Indenture, to
consolidate  with or merge into any other entity or transfer or lease its assets
substantially as an entirety to any person provided that:

          o    the successor is an entity  organized and validly  existing under
               the laws of any United States domestic jurisdiction;

          o    the  successor   entity  assumes  our  obligations  on  the  Debt
               Securities and under the Indenture;

          o    after giving effect to the  transaction no Event of Default,  and
               no event which,  after  notice or lapse of time,  would become an
               Event of Default, shall have happened and be continuing; and

          o    certain other conditions are met.

Book-Entry Securities

         The following  description of Book-Entry  Securities  will apply to any
series  of Debt  Securities  issued  in whole or in part in the form of a global
Security or Securities except as otherwise provided in the Prospectus Supplement
relating thereto.

         Upon issuance,  all Book-Entry  Securities of like tenor and having the
same  date  of  original  issue  will  be  represented  by  one or  more  global
Securities.  Each global  Security  representing  Book-Entry  Securities will be
deposited with, or on behalf of, the Depositary,  which will be a clearing agent
registered under the Exchange Act. The global Security will be registered in the
name of the Depositary or a nominee of the Depositary.

         Ownership of  beneficial  interests in a global  Security  representing
Book-Entry  Securities will be limited to  institutions  that have accounts with
the  Depositary  or its  nominee  ("participants")  or  persons  that  may  hold
interests through participants.  In addition,  ownership of beneficial interests
by  participants  in such a global  Security  only will be evidenced by, and the
transfer  of that  ownership  interest  only will be effected  through,  records
maintained by the Depositary or its nominee for such global Security.  Ownership
of  beneficial  interest in such a global  Security by persons that hold through
participants  only will be  evidenced  by, and the  transfer  of that  ownership
interest  within  such  participant  only  will  be  effected  through,  records
maintained  by such  participant.  The laws of some  jurisdictions  require that


                                       13
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certain  purchasers of securities  take physical  delivery of such securities in
definitive  form.  Such laws may  impair  the  ability  to  transfer  beneficial
interests in such a global Security.

         Payment of  principal  of and any  premium and  interest on  Book-Entry
Securities  represented by any global Security registered in the name of or held
by the  Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as the registered  owners and Holder of the global  Security
representing such Book-Entry Securities. None of us, the Trustee or any agent of
ours or the Trustee will have any  responsibility or liability for any aspect of
the Depositary's  records or any  participant's  records relating to or payments
made  on  account  of  beneficial  ownership  interests  in  a  global  Security
representing  such Book- Entry  Securities or for  maintaining,  supervising  or
reviewing any of the Depositary's records or any participant's  records relating
to such beneficial  ownership  interests.  Payments by participants to owners of
beneficial interests in a global Security held through such participants will be
governed by the Depositary's procedures, as is now the case with securities held
for the accounts of customers  registered in "street name," and will be the sole
responsibility of such participants.

         No global Security described above may be transferred except as a whole
by the Depositary for such global  Security to a nominee of the Depositary or by
a  nominee  of the  Depositary  to the  Depositary  or  another  nominee  of the
Depositary.

         A global Security  representing  Book-Entry  Securities is exchangeable
for definitive Debt Securities in registered form, of like tenor and of an equal
aggregate principal amount, only if:

          o    the  Depositary  notifies  us that it is  unwilling  or unable to
               continue as Depositary for such global Security or if at any time
               the Depositary  ceases to be a clearing agency  registered  under
               the Exchange Act,

          o    we, in our sole  discretion  determine that such global  Security
               shall  be   exchangeable   for  definitive   Debt  Securities  in
               registered form, or

          o    there shall have  occurred and be  continuing an Event of Default
               with respect to the Debt Securities.

         Any global  Security  that is  exchangeable  pursuant to the  preceding
sentence  shall be  exchangeable  in whole for  definitive  Debt  Securities  in
registered form, of like tenor and of an equal aggregate  principal amount, and,
unless otherwise  specified in the Prospectus  Supplement  relating thereto,  in
denominations  of $1,000 and integral  multiples  thereof.  Such definitive Debt
Securities shall be registered in the name or names of such person or persons as
the Depositary shall instruct the Trustee. It is expected that such instructions
may be based upon directions  received by the Depositary  from its  participants
with respect to ownership of beneficial interests in such global Security.

         Except as provided above, owners of beneficial interests in such global
Security will not be entitled to receive physical delivery of Debt Securities in
definitive  form and will not be considered the Holders  thereof for any purpose
under the Indenture,  and no global Security representing  Book-Entry Securities
shall be exchangeable,  except for another global Security of like  denomination
and  tenor  to be  registered  in the  name of the  Depositary  or its  nominee.
Accordingly,  each person owning a beneficial  interest in such global  Security
must rely on the  procedures  of the  Depositary  and,  if such  person is not a
participant, on the procedures of the participant through which such person owns
its  interest,  to  exercise  any  rights of a Holder  under the  Indenture.  We
understand that under existing industry practices,  in the event that we request
any action of  Holders,  or an owner of a  beneficial  interest  in such  global
Security desires to give or take any action that a Holder is entitled to give or
take under the  Indenture,  the  Depositary  would  authorize  the  participants
holding the relevant beneficial  interests to give or take such action, and such
participants  would authorize  beneficial owners owning through such participant
to give or take such  action or would  otherwise  act upon the  instructions  of
beneficial owners owning through them.

         The information  contained in this section regarding the Depositary and
its procedures is based on publicly  available  information  reviewed by us. The
rules  applicable to the  Depositary and its  participants  are on file with the
SEC.

                                       14
<Page>

Defeasance  of  Offered  Debt   Securities  or  Certain   Covenants  in  Certain
Circumstances

         Defeasance and Discharge

         The Indenture  provides that the terms of any series of Debt Securities
may provide that we will be discharged  from any and all  obligations in respect
of the Debt  Securities  of such  series  (except  for  certain  obligations  to
register the transfer or exchange of Debt Securities of such series,  to replace
stolen,  lost or mutilated Debt  Securities of such series,  to maintain  paying
agencies  and hold  moneys  for  payment  in trust)  upon the  deposit  with the
Trustee, in trust, of money and/or U.S.  Government  Obligations or, in the case
of Debt  Securities  denominated  in foreign  currencies,  money and/or  Foreign
Government  Securities,  which,  through the payment of interest  and  principal
thereof  in  accordance  with  their  terms,  will  provide  money in an  amount
sufficient  to pay any  installment  of  principal  (and  premium,  if any)  and
interest on, and any  mandatory  sinking  fund  payments in respect of, the Debt
Securities of such series on the stated  maturity of such payments in accordance
with the terms of the Indenture  and such Debt  Securities.  Such  discharge may
only occur if, among other things,  we have  delivered to the Trustee an Opinion
of Counsel to the effect that we have received from, or there has been published
by, the United States  Internal  Revenue  Service a ruling,  or there has been a
change in tax law, in either  case to the effect that such a discharge  will not
be  deemed,  or result in, a taxable  event with  respect to Holders of the Debt
Securities of such series; and such discharge will not be applicable to any Debt
Securities  of such  series  then  listed on the New York Stock  Exchange or any
other  securities  exchange if the provision would cause said Debt Securities to
be de-listed as a result thereof.

         Defeasance of Certain Covenants

         The Indenture  provides that the terms of any series of Debt Securities
may  provide  us with the  option to omit to  comply  with  certain  restrictive
covenants  described  in Sections  1008 and 1009 of the  Indenture.  In order to
exercise  such  option,  we will be required to deposit  with the Trustee  money
and/or  U.S.  Government   Obligations  or,  in  the  case  of  Debt  Securities
denominated in foreign currencies,  money and/or Foreign Government  Securities,
which,  through the payment of interest and principal thereof in accordance with
their terms,  will provide money in an amount  sufficient to pay principal  (and
premium,  if any) and interest on, and any  mandatory  sinking fund  payments in
respect of, the Debt  Securities  of such series on the stated  maturity of such
payments in accordance with the terms of the Indenture and such Debt Securities.
We will also be  required to deliver to the Trustee an opinion of counsel to the
effect  that the  deposit and  related  covenant  defeasance  will not cause the
Holders of the Debt Securities of such series to recognize income,  gain or loss
for federal  income tax  purposes.  In the event we exercise this option and the
Debt  Securities  of such series are  declared  due and  payable  because of the
occurrence  of any Event of  Default,  the  amount of money and U.S.  Government
Obligations  or Foreign  Government  Securities,  as the case may be, on deposit
with the Trustee will be sufficient to pay amounts due on the Debt Securities of
such series at the time of their Stated  Maturity but may not be  sufficient  to
pay  amounts  due on the  Debt  Securities  of such  series  at the  time of the
acceleration  resulting  from such Event of Default.  However,  we shall  remain
liable for such payments.

         The Prospectus  Supplement will state if any defeasance  provision will
apply to the Offered Debt Securities.

Trustee

         The Trustee may resign or be removed with respect to one or more series
of Debt Securities and a successor  Trustee may be appointed to act with respect
to such series. In the event that two or more persons are acting as Trustee with
respect to different  series of Debt  Securities,  each such Trustee  shall be a
Trustee  of a trust  under  the  Indenture  separate  and  apart  from the trust
administered by any other such Trustee,  and any action  described  herein to be
taken by the  "Trustee"  may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of  Securities  for which it is
Trustee.

         We maintain customary banking relationships with the Trustee.



                                       15
<Page>


                              PLAN OF DISTRIBUTION

         We may sell the Offered Debt Securities in four ways:

          o    directly to purchasers,

          o    through agents,

          o    through underwriters, and

          o    through dealers.

         We may solicit offers to purchase Debt Securities  directly,  or we may
designate  agents  from time to time to  solicit  offers to  purchase.  Any such
agent,  who may be deemed to be an  underwriter  as that term is  defined in the
Securities  Act,  involved in the offer or sale of the Debt  Securities  will be
named, and any commissions payable by us to such agent will be set forth, in the
Prospectus Supplement.  Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a  reasonable  efforts  basis for the period of
its  appointment.  We will have the sole right to accept offers to purchase Debt
Securities and may reject any proposed  offer in whole or in part.  Agents shall
have the right, in their sole  discretion,  to reject any offer received by them
to  purchase  the Debt  Securities  in whole or in part.  Agents may be entitled
under  agreements  which may be entered  into with us to  indemnification  by us
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions  with or perform  services for us in
the ordinary course of business.

         If we use an  underwriter  or  underwriters  in the  sale  of the  Debt
Securities,  we will execute an underwriting agreement with such underwriters at
the time of the sale to them and the names of the  underwriters and the terms of
the transaction  will be set forth in the Prospectus  Supplement,  which will be
used by the  underwriters  to make resales of the Debt Securities to the public.
The  obligations of the  underwriters  to purchase the Debt  Securities  will be
subject  to  conditions,  including  the  approval  of  some  legal  matters  by
underwriters' counsel. The underwriters will be obligated to purchase all of the
Debt Securities offered if any are purchased.  The underwriters may be entitled,
under the relevant  underwriting  agreement,  to  indemnification  by us against
certain liabilities, including liabilities under the Securities Act.

         If we use a dealer  in the sale of the Debt  Securities,  we will  sell
such Debt  Securities to the dealer,  as  principal.  The dealer may then resell
such Debt  Securities  to the public at varying  prices to be determined by such
dealer at the time of resale.  Dealers may be entitled to  indemnification by us
against certain liabilities, including liabilities under the Securities Act.

         If we  offer  and sell  Debt  Securities  directly  to a  purchaser  or
purchasers, purchasers involved in the reoffer or resale of such Debt Securities
who may be deemed to be  underwriters  as that term is defined in the Securities
Act,  will be named and the terms of such  reoffers or resales will be set forth
in a Prospectus  Supplement.  Such  purchasers  may then reoffer and resell such
Debt Securities to the public or otherwise at varying prices to be determined by
such  purchasers  at  the  time  of  resale  or as  otherwise  described  in the
Prospectus  Supplement.  Purchasers of Debt  Securities  directly from us may be
entitled under agreements  which they may enter into with us to  indemnification
by us against certain  liabilities,  including  liabilities under the Securities
Act,  and may  engage in  transactions  with or perform  services  for us in the
ordinary course of their business or otherwise.

         The place and time of delivery for the Debt  Securities  will be as set
forth in the Prospectus Supplement.

                                     EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to our Annual  Report on Form 10-K/A for the year ended  December  31, 2000 have
been so incorporated in reliance on the reports of  PricewaterhouseCoopers  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.



                                       16
<Page>


                         VALIDITY OF THE DEBT SECURITIES

         The validity of the Offered Debt  Securities will be passed upon for us
by Haynsworth Sinkler Boyd, P.A., Columbia, South Carolina, our general counsel,
and for any underwriter,  dealer or agent by counsel to such underwriter, dealer
or agent  named in the  Prospectus  Supplement.  In  rendering  their  opinions,
underwriters'  counsel may rely on Haynsworth  Sinkler Boyd, P.A., as to certain
matters of South  Carolina  law.  Various  attorneys  in the firm of  Haynsworth
Sinkler  Boyd,  P.A.,  and  members  of  their  immediate  families  own or have
beneficial interests in shares of our common stock.


























                                       17
<Page>

================================================================================

                                $---------------




                             Sonoco Products Company




                             [Sonoco Products Logo]




                              ___% Notes Due ______________, 20___



                             -----------------------

                              Prospectus Supplement

                                 _________, 2001


                             -----------------------


                          Joint Book - Running Managers

Banc of America Securities LLC                       Credit Suisse First Boston

                             -----------------------

Wachovia Securities
                 Deutsche Banc Alex. Brown
                                       SunTrust Robinson Humphrey
                                                               BMO Nesbitt Burns

================================================================================

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
