<SUBMISSION>
<ACCESSION-NUMBER>0000927016-01-501258
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20010531
<EFFECTIVENESS-DATE>20010531
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>APPLIED EXTRUSION TECHNOLOGIES INC /DE
<CIK>0000874389
<ASSIGNED-SIC>3081
<IRS-NUMBER>510295865
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-61976
<FILM-NUMBER>1651863
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3 CENTENNIAL DRIVE
<CITY>PEABODY
<STATE>MA
<ZIP>01960
<PHONE>9785381500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3 CENTENNIAL DR
<CITY>PEABODY
<STATE>MA
<ZIP>01960
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

     As filed with the Securities and Exchange Commission on May 31, 2001
                                     Registration No. 33-_______
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                             ____________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933


                           __________________________

                     Applied Extrusion Technologies, Inc.
            (Exact name of registrant as specified in its charter)

           Delaware                                       51-0295865
(state or other jurisdiction of              (I.R.S Employer Identification No.)
 incorporation or organization)


                     Applied Extrusion Technologies, Inc.
                     2001 Stock Option Plan for Directors
                           (Full title of the plan)
                           _________________________


                              3 Centennial Drive
                              Peabody, MA  01960
         (Address of principal executive offices, including zip code)
                           _________________________

                              John R. Dudek, Esq.
                                General Counsel
                     Applied Extrusion Technologies, Inc.
                              3 Centennial Drive
                         Peabody, Massachusetts  01960
                                (978) 538-1500
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
                           _________________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
   Title of Each Class of       Amount to be      Proposed Maximum      Proposed Maximum      Amount of
Securities to be Registered      Registered      Offering Price Per    Aggregate Offering   Registration
                                                      Share(1)              Price(1)             Fee
--------------------------------------------------------------------------------------------------------
 <S>                          <C>                    <C>               <C>                   <C>
 Common Stock, $.01 par        500,000 shares          $ 5.91             $ 2,952,500         $ 739.00
 value per share
--------------------------------------------------------------------------------------------------------
</TABLE>
     (1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     sale prices, $6.00 and $5.81, respectively, of the Common Stock on the
     Nasdaq National Market on May 30, 2001.


================================================================================
<PAGE>

                                    PART I


             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents filed by Applied Extrusion Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference except to the
extent any statement or information therein is modified, superseded or replaced
by a statement or information contained in this document or in any other
subsequently filed document incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          September 30, 2000. (Commission File No. 000-19188).

     (b)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended December 31, 2000. (Commission File No. 000-19188).

     (c)  The Company's Quarterly Report on Form 10-Q/A for the quarterly period
          ended December 31, 2000.  (Commission File No. 000-19188).

     (d)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 2001. (Commission File No. 000-19188).

     (e)  The description of the Company's common stock, $.01 par value per
          share (the "Common Stock"), contained in Item 1 of the Company's
          Registration Statement on Form 8-A, filed with the Commission pursuant
          to Section 12 of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), on April 24, 1991. (Commission File No. 000-19188).

     (d)  Registration of Junior Preferred Stock Purchase Rights on Form 8-A12G
          filed March 3, 1998. (Commission File No. 000-19188).

     (e)  All reports and other documents subsequently filed by the Company
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
          prior to the filing of a post-effective amendment which indicates that
          all securities offered hereby have been sold or which deregisters all
          securities then remaining unsold, shall be deemed to be incorporated
          by reference herein and to be a part hereof from the respective dates
          of the filing of such reports and documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                     II-1
<PAGE>

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses which the Delaware Court of Chancery or such other court deems
proper.

     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision will not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation law (relating to unlawful
payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.

     The Company's Restated Certificate of Incorporation provides that the
Company's Directors shall not be liable to the Company or its stockholders for
monetary damages for breach of the fiduciary duty as a director, except to the
extent that exculpation from liabilities is not permitted under the Delaware
General Corporation Law as in effect at the time such liability is determined.
The Restated Certificate of Incorporation further provides that the Company
shall indemnify its directors and officers to the full extent permitted by the
law of the State of Delaware in

                                     II-2
<PAGE>

connection with any threatened, pending or contemplated legal proceeding to
which they may be a party or with which they may become involved by reason of
being, agreeing to become or having been an officer or director of the Company.

     The Company maintains a directors' and officers' liability insurance
policy, which insures the directors and officers of the Company against certain
liabilities that might be incurred in connection with the performance of their
duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

Exhibit
Number      Title of Exhibit
------      ----------------

4.3         Form of certificate representing shares of Common Stock, $0.01
            par value per share (incorporated by reference to the Exhibits to
            Company's Registration Statement on Form S-1 as amended (No. 33-
            40145), filed with the Commission on April 24, 1991.)

4.5         Applied Extrusion Technologies, Inc. 2001 Stock Option Plan for
            Directors.

5.1         Opinion of Ropes & Gray.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Ropes & Gray (contained in the opinion filed as
            Exhibit 5.1 to this Registration Statement).

24.1        Power of Attorney (included in Part II of this Registration
            Statement under the caption "Signatures").

Item 9.  Undertakings.
         ------------

         (a)  The undersigned Company hereby undertakes:

              (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof), which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,

                                     II-3
<PAGE>

the changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that paragraphs
                                            --------  -------
(a)(1)(i) and (a)(1)(ii) will not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof, and

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     II-4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Peabody, Commonwealth of Massachusetts on the 31st day of May, 2001.


                                    Applied Extrusion Technologies, Inc.


                                    By:  /s/ Anthony J. Allott
                                         ---------------------------
                                    Name:   Anthony J. Allott
                                    Title:  Senior Vice President and
                                            Chief Financial Officer


     Each person whose signature appears below constitutes and appoints John R.
Dudek and Anthony J. Allott, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 to be filed by Applied Extrusion Technologies, Inc., and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

       Signatures                  Title                           Date
       ----------                  -----                           ----


/s/ Amin J. Khoury          Chairman of the Board               May 31, 2001
---------------------
Amin J. Khoury

/s/ Thomas E. Williams      President and Chief                 May 31, 2001
---------------------       Executive Officer and
Thomas E. Williams          Director (Principal Executive
                            Officer)


/s/ Anthony J. Allott       Senior Vice President and           May 31, 2001
---------------------       Chief Financial Officer (Principal
Anthony J. Allott           Financial and Accounting Officer)


/s/ Mark M. Harmeling       Director                            May 31, 2001
---------------------
Mark M. Harmeling

                                     II-5
<PAGE>

/s/ Nader A. Golestaneh     Director                            May 31, 2001
-------------------------
Nader A. Golestaneh

/s/ Joseph J. O'Donnell     Director                            May 31, 2001
-------------------------
Joseph J. O'Donnell

/s/ Richard G. Hamermesh    Director                            May 31, 2001
-------------------------
Richard G. Hamermesh

                                     II-6
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number       Title of Exhibit
---------    ----------------

4.3          Form of certificate representing shares of Common Stock, $0.01 par
             value per share. Incorporated by reference to The Company's
             Registration Statement on Form S-1, as amended (Commission File No.
             33-40145), filed with the Commission on April 24, 1991.

4.5          Applied Extrusion Technologies, Inc. 2001 Stock Option Plan for
             Directors.

5.1          Opinion of Ropes & Gray.

23.1         Consent of Deloitte & Touche LLP.

23.2         Consent of Ropes & Gray (contained in the opinion filed as Exhibit
             5.1 to this Registration Statement).

24.1         Power of Attorney (included in Part II of this Registration
             Statement under the caption "Signatures").
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>2
<FILENAME>dex45.txt
<DESCRIPTION>STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                     Exhibit 4.5
                                                                     -----------

                      APPLIED EXTRUSION TECHNOLOGIES, INC

                      2001 STOCK OPTION PLAN FOR DIRECTORS


     1.  PURPOSE
         -------

     The purpose of this 2001 Stock Option Plan for Directors (the "Plan") is to
advance the interest of Applied Extrusion Technologies, Inc. (the "Company") by
enhancing the ability of the Company to attract and retain non-employee
directors who are in a position to make significant contributions to the success
of the Company and to reward directors for such contributions through ownership
of shares of the Company's common stock (the "Stock).

     2.  ADMINISTRATION
         --------------

     The Plan shall be administered by a committee (the "Committee") of the
Board of Directors (the "Board") of the Company designated by the Board for that
purpose.  Unless and until a Committee is appointed the Plan shall be
administered by the entire Board, and references in the Plan to the "Committee"
shall be deemed references to the Board.  The Committee shall have authority,
not inconsistent with the express provisions of the Plan, (a) to grant options
in accordance with the Plan to such directors as are eligible to receive
options; (b) to prescribe the form or forms of instruments evidencing options
and any other instruments required under the Plan and to change such forms from
time to time; (c) to adopt, amend and rescind rules and regulations for the
administration of the Plan; and (d) to interpret the Plan and to decide any
questions and settle all controversies and disputes that may arise in connection
with the Plan.  Such determinations of the Committee shall be conclusive and
shall bind all parties.  Subject to Section 8, the Committee shall also have the
authority, both generally and in particular instances, to waive compliance by a
director with any obligation to be performed by him or her under an option and
to waive any condition or provision of an option.

     3. EFFECTIVE DATE AND TERM OF PLAN
        -------------------------------

     The Plan shall become effective on the date on which the Plan is approved
by the Board of Directors of the Company, but the Plan and any options granted
pursuant to the Plan shall be subject to the later approval thereof by the
shareholders of the Company.  No option shall be granted under the Plan after
the completion of ten years from the date on which the Plan was adopted by the
Board, but options previously granted may extend beyond that date.

     4.  SHARES SUBJECT TO THE PLAN
         --------------------------

     (a)  Number of Shares.  Subject to adjustment as provided in Section 4(c),
          ----------------
the aggregate number of shares of Stock that may be delivered upon the exercise
of options granted under the Plan shall be 500,000.
<PAGE>

     (b)  Shares to be Delivered.  Shares delivered under the Plan shall be
          ----------------------
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury.  No fractional shares of Stock shall be delivered under the Plan.

     (c)  Changes in Stock.  In the event of a stock dividend, stock split or
          ----------------
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of stock or securities of the Company
subject to options then outstanding or subsequently granted under the Plan, the
maximum number of shares or securities that may be delivered under the Plan, the
exercise price, and other relevant provisions shall be appropriately adjusted by
the Committee, whose determination shall be binding on all persons.

     5.  ELIGIBILITY FOR OPTIONS.
         -----------------------

     Directors eligible to receive options under the Plan ("Eligible Directors")
shall be any director who is not an employee of the Company.

     6.  TERMS AND CONDITIONS OF OPTIONS.
         -------------------------------

     (a)  Number of Options.  Each Eligible Director who has served as a
          -----------------
Director of the Company for not less than ten years (measured as of the date of
the Board's adoption of the Plan) shall be awarded an option covering 25,000
shares of Stock on June 30, 2001 (a "Service Grant").  In addition, each
Eligible Director, excluding those who are directors on the date of adoption of
the Plan, shall be awarded an initial grant governing 25,000 shares of Stock on
the date of his or her first election (an "Initial Grant").  Each Eligible
Director that is a director of the Company on each June 30 commencing June 30,
2001 shall be awarded on such June 30 an option covering 10,000 shares of Stock
(an "Annual Grant"); provided, that if such Eligible Director has received an
Initial Grant in the twelve months preceeding such June 30, then such Eligible
Director shall not be entitled to the Annual Grant on such June 30.

     (b)  Exercise Price.  The exercise price of each option shall be 100% of
          --------------
the fair market value per share of the Stock at the time the option is granted,
but not less, in the case of an original issue of authorized stock, than par
value per share.

     (c)  Duration of Options.  The latest date on which an option may be
          -------------------
exercised (the "Final Exercise Date") shall be the date which is ten years from
the date the option was granted.

     (d)  Exercise of Options.
          -------------------

     (1)  The awards of options granted under this Plan shall become exercisable
          in the following manner:  Each Service Grant, Annual Grant and Initial
          Grant shall become exercisable as to twenty-five percent (25%) of the
          shares covered thereby on each of the first, second, third and fourth
          anniversaries of the date of such grant.

                                      -2-
<PAGE>

     (2)  Any exercise of an option shall be in writing, signed by the proper
          person and delivered or mailed to the Company, accompanied by (a) the
          option certificate and any other documents required by the Committee
          and (b) payment in full for the number of shares for which the option
          is exercised.

     (3)  To the extent the Company must satisfy any federal, state or local
          withholding tax requirement in connection with an individual
          exercising an option, upon such exercise the Company shall withhold
          from the shares of stock to be delivered upon the exercise of the
          option the number of shares of stock having a fair market value equal
          to such withholding obligation.

     (4)  If an option is exercised by the executor or administrator of a
          deceased director, or by the person or person to whom the option has
          been transferred by the director's will or the application laws of
          descent and distribution, the Company shall be under no obligation to
          deliver Stock pursuant to such exercise until the Company is satisfied
          as to the authority of the person or persons exercising the option.

     (e)  Payment for and Delivery of Stock.  Stock purchased under the Plan
          ---------------------------------
shall be paid for as follows: (i) in cash or by check (acceptable to the Company
in accordance with the guidelines established for this purpose), bank draft or
money order payable to the order of the Company or (ii) if so permitted by the
original terms of the option or by the Committee after grant of the option, (A)
through the delivery of shares of Stock (which, in the case of shares of Stock
acquired from the Company, have been outstanding for at lease six months) having
a fair market value on the last business day preceding the date of exercise
equal to the purchase price or (B) by having the Company hold back from the
shares transferred upon exercise Stock having a fair market value on the last
business day preceding the date of exercise equal to the purchase price or (C)
by delivery of a promissory note of the option holder to the Company, such note
to be payable on such terms as are specified or (D) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (E) by any combination of
the permissible forms of payment; provided, that if the Stock delivered upon
                                  --------
exercise of the option is an original issue of authorized Stock, at least so
much of the exercise price as represents the par value of such Stock shall be
paid other than with a personal check or promissory note of the option holder.

     An option holder shall not have the rights of a shareholder with regard to
awards under the Plan except as to Stock actually received by him or her under
the Plan.

     The Company shall not be obligated to deliver any shares of Stock (a)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, and (b) if the outstanding Stock
is at the time listed on any stock exchange, until the shares to be delivered
have been listed or authorized to be listed on such exchange upon official
notice of issuance, and (c) until all other legal matters in connection with the
issuance and delivery of such shares have been approved by the Company's
counsel.  If the sale of Stock has not been registered under the Securities Act
of 1933, as amended, the Company may require,

                                      -3-
<PAGE>

as a condition to exercise of the option, such representations or agreements as
counsel for the Company may consider appropriate to avoid violation of such Act
and may require that the certificates evidencing such Stock bear an appropriate
legend restricting transfer.

     (f) Limited Transferability of Options.  No option may be transferred,
         ----------------------------------
except (i) by will or by the laws of descent and distribution or (ii) to parties
that are eligible to have such transferred options and the underlying securities
registered on the Plan's existing Form S-8 Registration Statements, such
eligibility to be determined in accordance with the General Instructions to Form
S-8 and other rulings and pronouncements of the Securities and Exchange
Commission as may be in effect from time to time.

     (g) Death.  Upon the death of any Eligible Director granted options under
         -----
this Plan, all options not then exercisable shall terminate.  All options held
by the director that are exercisable immediately prior to death may be exercised
by his or her executor or administrator, or by the person or persons to whom the
option is transferred by will or the applicable laws of descent and
distribution, at any time within six months after the director's death (subject,
however, to the limitations of Section 6(c) regarding the maximum exercise
period for such option).  After completion of that six-month period, such
options shall terminate to the extent not previously exercised.

     (h) Other Termination of Status of Director.  If a director's service with
         ---------------------------------------
the Company terminates for any reason other than death, all options held by the
director that are not then exercisable shall terminate.  Options that are
exercisable on the date of termination shall continue to be exercisable for a
period of three months (subject to Section 6(c)), but shall terminate
immediately if the director was removed for cause or resigned under
circumstances which in the opinion of the Committee casts such discredit on him
or her as to justify termination of his or her options.  After completion of
that three-month period, such options shall terminate to the extent not
previously exercised, expired or terminated.

     (i) Mergers, etc.  Subject to Section 7, in the event of any merger or
         ------------
consolidation involving the Company, any sale of substantially all of the
Company's assets or stock or a dissolution or liquidation of the Company, all
options hereunder will terminate, but at least 20 days prior to the effective
date of any such merger, sale, dissolution, or liquidation, the Committee shall
make all options outstanding hereunder immediately exercisable, provided that,
unless the event will give rise to a Change of Control (as hereinafter defined)
or it is anticipated that a Change of Control will coincide with or follow the
event, the Committee may instead arrange that the successor or surviving
corporation, if any, grant replacement options.

     7.  CHANGE OF CONTROL
         -----------------

     Notwithstanding any other provision of this Plan, in the event of a Change
of Control of the Company as defined in Exhibit A hereto each option held by
each Eligible Director will immediately become fully exercisable.

                                      -4-
<PAGE>

     8.   EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, TERMINATION AND
          ----------------------------------------------------------------
          EFFECTIVENESS
          -------------

     Neither adoption of the Plan nor the grant of options to a director shall
affect the Company's right to grant to such director options that are not
subject to the Plan, to issue to such directors Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
directors.

     The Committee may at any time discontinue granting options under the Plan.
The Committee may at any time or times amend the Plan for the purpose of
satisfying any changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law, or may at any time terminate
the Plan as to any further grants of options, provided that (except to the
extent expressly required or permitted herein above) no such amendment shall,
without the approval of the shareholders of the Company, (a) increase the
maximum number of shares available under the Plan, (b) increase the number of
options granted to Eligible Directors, (c)  amend the definition of Eligible
Director so as to enlarge the group of directors eligible to receive options
under the Plan, (d) reduce the price at which options may be granted, (e) change
or extend the times at which options may be granted, or (f) amend the provisions
of this Section 8, and no such amendment shall adversely affect the rights of
any director (without his or her consent) under any option previously granted.

                                      -5-
<PAGE>

                                   EXHIBIT A
                                   ---------

     A Change of Control will occur for purposes of this Plan if (i) any
individual, corporation, partnership, company or other entity (including a
"group" of the type referred to in Rule 13d-5 under the Securities Exchange Act
of 1934, as amended (the "Act"), (a "Person") becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act) of securities of the Company representing
more than 30% of the combined voting power of the Company's then-outstanding
securities (other than as a result of acquisitions of such securities from the
Company), (ii) there is a change of control of the Company of a kind which would
be required to be reported under Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Act (or a similar item in a similar schedule or form),
whether or not the Company is then subject to such reporting requirement, (iii)
the Company is a party to, or the stockholders approve, a merger, consolidation,
or other reorganization (other than (a) a merger, consolidation or other
reorganization which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent, either by
remaining outstanding or by being converted into voting securities of the
surviving entity, more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger, consolidation, or other reorganization, or (b) a merger,
consolidation, or other reorganization effected to implement a recapitalization
of the Company, or similar transaction, in which no Person acquires more than
20% of the combined voting power of the Company's then outstanding securities),
a sale of all or substantially all assets, or a plan of liquidation, or (iv)
individuals who, at the date hereof, constitute the Board cease for any reason
to constitute a majority thereof; provided, however, that any director who is
                                  --------  -------
not in office at the date hereof but whose election by the Board or whose
nomination for election by the Company's shareholders was approved by a vote of
at least a majority of the directors then still in office who either were
directors at the date hereof or whose election or nomination for election was
previously so approved (other than an election or nomination of an individual
whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Company) shall
be deemed to have been in office at the date hereof for purposes of this
definition.

     Notwithstanding the foregoing provisions of this Exhibit A, a "Change of
Control" will not be deemed to have occurred solely because of the acquisition
of securities of the Company (or any reporting requirements under the Act
relating thereto) by an employment benefit plan maintained by the Company for
its employees.

                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF ROPES & GRAY
<TEXT>

<PAGE>
                                                                     Exhibit 5.1
                                                                     -----------


                           [ROPES & GRAY LETTERHEAD]

                              May 31, 2001

Applied Extrusion Technologies, Inc.
3 Centennial Drive
Peabody, Massachusetts  01960

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 500,000 shares of common stock, $.01 par value
(the "Shares"), of Applied Extrusion Technologies, Inc. (the "Company") to be
issued under the Applied Extrusion Technologies, Inc. 2001 Stock Option Plan for
Directors (the "Directors' Plan").

     We have acted as counsel for the Company in connection with the Directors'
Plan and are familiar with the actions taken by the Company in connection
therewith.  For purposes of this opinion, we have examined copies of the
Registration Statement, the Directors' Plan and such other documents as we have
deemed appropriate.

     Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and that the Shares, when issued and sold in accordance with the
terms of the Directors' Plan, will have been validly issued and will be fully
paid and non-assessable.

     We hereby consent to the filing of this opinion as part of the Registration
Statement.

                                   Very truly yours,

                                   /s/ Ropes & Gray

                                   Ropes & Gray
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP.
<TEXT>

<PAGE>

                                                                    Exhibit 23.1
                                                                    ------------

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Applied Extrusion Technologies, Inc. on Form S-8 of our report dated November
13, 2000, appearing in the Annual Report on Form 10-K of Applied Extrusion
Technologies, Inc. for the year ended September 30, 2000.



Boston, Massachusetts
May 31, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
