content: <PAGE>   1
       As filed with the Securities and Exchange Commission on January 20, 1998
  ================================================================================
                                                             REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              TUFCO TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
                                      DELAWARE
           (State or other jurisdiction of incorporation or organization)
  
                                     39-1723477
                        (I.R.S. Employer Identification No.)
  
                                 4800 SIMONTON ROAD
                                 DALLAS, TEXAS 75244
                 (Address of Principal Executive Offices) (Zip Code)
  
            TUFCO TECHNOLOGIES, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
        TUFCO TECHNOLOGIES, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                                (Full title of plans)
                              -------------------------
  
                                 GREGORY L. WILEMON
                               CHIEF FINANCIAL OFFICER
                                 4800 SIMONTON ROAD
                                 DALLAS, TEXAS 75244
                                   (972) 789-1079
                        (Name, address, and telephone number,
                     including area code, of agent for service)
                              -------------------------
  
                                     Copies to:
                                    Gina E. Betts
                    Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                            2001 Ross Avenue, Suite 3000
                              Dallas, Texas 75201-8001
                                   (214) 849-5500
                              -------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =======================================================================================================================
                 Title of                            Amount       Proposed Maximum   Proposed Maximum          Amount of
                Securities                           to be         Offering Price       Aggregate            Registration
             to be Registered                      Registered       Per Share (1)    Offering Price (1)           Fee
  -----------------------------------------------------------------------------------------------------------------------
  <S>                                              <C>                <C>               <C>                    <C>         
  
  Common Stock, $0.01 par value                     500,000            (1)              $4,256,131            $ 1,256
  =======================================================================================================================
  </TABLE>
  
  (1)  Estimated solely for the purpose of calculating the registration fee (i)
       pursuant to Rule 457(h) on the basis of the exercise price per share of
       outstanding options for 10,000 shares at $11.00 per share, outstanding 
       options for 70,000 shares at $9.50 per share, outstanding options for 
       18,830 shares at $9.00 per share, outstanding options for 14,000 shares at
       $7.25 per share, outstanding options for 82,396 shares at $7.00 per share,
       outstanding options for 58,886 shares at $6.75 per share, outstanding
       options for 14,000 shares at $6.25 per share, outstanding options for
       12,000 shares at $5.00 per share, outstanding options for 1,235 shares at
       $4.86 per share, outstanding options for 14,583 shares at $4.80 per share,
       outstanding options for 7,575 shares at $4.65 per share, and outstanding
       options for 21,622 shares at $4.50 per share, and (ii) pursuant to Rule
       457(c) and (h) for the remaining 184,873 shares registered hereunder based
       upon the average ($10.75) of the high ($10.75) and low ($10.75) sales
       prices for the Registrant's Common Stock on the National Association of
       Securities Dealers, Inc. Automated Quotation System National Market System
       on January 12, 1998.
       ===========================================================================
  
  
  
  
  
  <PAGE>   2
  
  
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
       The documents containing the information specified in "Item 1. Plan
  Information" and "Item 2. Registrant Information and Employee Plan Annual
  Information" of Form S-8 will be sent or given to participants of the Tufco
  Technologies, Inc. (the "Company") 1992 Non-Qualified Stock Option Plan, as
  amended (the "NQO Plan"), and the Company's 1993 Non-Employee Director Stock
  Option Plan (the "Outside Director Plan") as specified by Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). Such documents are
  not required to be and are not filed with the Securities and Exchange Commission
  either as part of this Registration Statement or as a prospectus or prospectus
  supplement pursuant to Rule 424 of the Securities Act and the Note to Part I of
  Form S-8. These documents and the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II of Form S-8, taken
  together, constitute a prospectus that meets the requirements of Section 10(a)
  of the Securities Act.
  
       This Registration Statement also contains a Reoffer Prospectus, which has
  been prepared in accordance with the requirements of Part I of Form S-3 and,
  pursuant to General Instruction C of Form S-8, may be used for reofferings and
  resales of the Company's Common Stock (i) to be acquired by "affiliates" of the
  Company upon the exercise by such affiliates of options heretofore or hereafter
  granted under the NQO Plan or the Outside Director Plan and (ii) acquired by
  employees of the Company who exercised options granted under the NQO Plan prior
  to the date of the filing of this Registration Statement.
  
  
  
  <PAGE>   3
  
                                 REOFFER PROSPECTUS
  
                                  131,633 SHARES
  
                              TUFCO TECHNOLOGIES, INC.
  
                                    COMMON STOCK
                             (PAR VALUE $0.01 PER SHARE)
  
       This Reoffer Prospectus (this "Prospectus") relates to the offer and sale
  from time to time (the "Offering") by (i) certain executive officers and
  non-employee directors of Tufco Technologies, Inc., a Delaware corporation (the
  "Company"), who may be deemed "affiliates" of the Company as defined in Rule 405
  under the Securities Act of 1933, as amended (the "Securities Act"), and (ii)
  certain employees and former employees of the Company (collectively, the
  "Selling Stockholders") of an aggregate of [101,071] shares (the "Reoffer
  Shares") of common stock, par value $0.01 per share, of the Company (the "Common
  Stock"). The Reoffer Shares offered hereby are shares of Common Stock that have
  been or may be acquired by the Selling Stockholders upon exercise of stock
  options granted to the Selling Stockholders pursuant to the Company's 1992
  Non-Qualified Stock Option Plan, as amended (the "NQO Plan"), or the Company's
  1993 Non-Employee Director Stock Option Plan (the "Outside Director Plan").
  
       The Selling Stockholders, or pledgees, donees, transferees or other
  successors in interest thereto, may sell the Reoffer Shares from time to time to
  purchasers directly. Alternatively, the Selling Stockholders may sell the
  Reoffer Shares in one or more transactions (which may involve one or more block
  transactions) on the National Association of Securities Dealers, Inc. Automated
  Quotation System ("Nasdaq"), in sales occurring in the public market through
  Nasdaq, in separately negotiated transactions, or in a combination of such
  transactions. Each sale may be made either at market prices prevailing at the
  time of such sale or at negotiated prices. Some or all of the Reoffer Shares may
  be sold through brokers acting on behalf of the Selling Stockholders or to
  dealers for resale by such dealers, and in connection with such sales, such
  brokers or dealers may receive compensation in the form of discounts or
  commissions from the Selling Stockholders or the purchasers of such Reoffer
  Shares for whom they may act as broker or agent (which discounts or commissions
  are not anticipated to exceed those customary in the types of transactions
  involved). Any securities covered by this Prospectus that qualify for sale
  pursuant to Rule 144 under the Securities Act may be sold, however, under Rule
  144 rather than pursuant to this Prospectus.
  
       All expenses of registration incurred in connection with this Offering are
  being borne by the Company, but all brokerage commissions, discounts and other
  expenses incurred by individual Selling Stockholders will be borne by each such
  Selling Stockholder. The Company will not receive any proceeds from the sale of
  the Reoffer Shares by the Selling Stockholders.
  
       The Selling Stockholders and any dealer participating in the distribution
  of any Reoffer Shares or any broker executing selling orders on behalf of the
  Selling Stockholders may be deemed to be "underwriters" within the meaning of
  the Securities Act, in which event any profit on the sale of any or all of the
  Reoffer Shares by them and any discounts or commissions received by any such
  brokers or dealers may be deemed to be underwriting discounts and commissions
  under the Securities Act.
  
       The Common Stock is traded on the Nasdaq National Market System ("Nasdaq
  National Market") under the symbol "TFCO." On January 12, 1998, the closing
  price of the Common Stock as reported on the Nasdaq National Market was $10.75
  per share.
  
  SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF MATERIAL RISKS RELEVANT TO AN
  INVESTMENT IN THE COMMON STOCK.
  
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION 
                OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 
                     ANY REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.
  
                   The date of this Prospectus is January 20, 1998
  
  
  
  <PAGE>   4
  
                                AVAILABLE INFORMATION
  
       The Company has filed with the Securities and Exchange Commission (the
  "Commission") a Registration Statement on Form S-8 under the Securities Act and
  the rules and regulations promulgated thereunder with respect to the securities
  offered pursuant to this Prospectus. This Prospectus, which is part of the
  Registration Statement, does not contain all of the information set forth in the
  Registration Statement and the exhibits and schedules thereto. For further
  information with respect to the Company and the securities offered hereby,
  reference is made to the Registration Statement and such exhibits and schedules.
  Statements contained in this Prospectus or in any document incorporated by
  reference herein as to the contents of any contract or other document referred
  to herein or therein are not necessarily complete, and each such statement is
  qualified in its entirety by reference to the full text of such contract or
  document.
  
       The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith, files reports, proxy and information statements and other information
  with the Commission. Such reports, proxy and information statements and other
  information and the Registration Statement of which this Prospectus is a part
  and exhibits and schedules thereto filed by the Company with the Commission can
  be inspected and copied at the Public Reference Section of the Commission at
  Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
  at the regional offices of the Commission located at Seven World Trade Center,
  13th Floor, New York, New York 10048 and at Citicorp Center, 500 West Madison
  Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
  obtained by mail from the Public Reference Section of the Commission at
  Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
  rates. The Commission also maintains a Web site at (http://www.sec.gov) that
  contains reports, proxy and information statements and other information
  regarding registrants that file electronically with the Commission. In addition,
  certain material filed by the Company can be inspected at the NASD Public
  Reference Room of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006-1506.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
       The following documents filed by the Company with the Commission (File No.
  0-21018) are incorporated by reference herein and shall be deemed to be a part
  hereof:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended September 30,
            1997; 
  
       (b)  Current Report on Form 8-K dated November 13, 1997 and filed with the
            Commission on November 26, 1997; and
  
       (c)  The description of the Common Stock contained in the Company's
            Registration Statement on Form 8-A filed with the Commission on
            December 16, 1992.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
  prior to the termination of this Offering shall be deemed to be incorporated by
  reference in this Prospectus and to be a part hereof from the date of the filing
  of such documents. Any statement contained in a document incorporated by
  reference shall be deemed to be modified or superseded for purposes of this
  Prospectus to the extent that a statement contained herein or in any other
  subsequently filed incorporated document modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Prospectus.
  
       UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS IS
  DELIVERED, INCLUDING ANY BENEFICIAL OWNER, THE COMPANY WILL PROVIDE, WITHOUT
  CHARGE, A COPY OF THE DOCUMENTS WHICH HAVE BEEN INCORPORATED BY REFERENCE IN
  THIS PROSPECTUS (OTHER THAN EXHIBITS THERETO UNLESS SUCH EXHIBITS ARE
  SPECIFICALLY INCORPORATED BY REFERENCE IN ANY SUCH DOCUMENT THAT THIS PROSPECTUS
  INCORPORATES). REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO GREGORY L.
  WILEMON, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER, SECRETARY AND
  TREASURER, TUFCO TECHNOLOGIES, INC., 4800 SIMONTON ROAD, DALLAS, TEXAS 75244,
  TELEPHONE NUMBER (972) 789-1079, FAX NUMBER (972) 789-1586.
  
  
  
  
                                         2
  <PAGE>   5
  
                                    RISK FACTORS
  
       An investment in the Common Stock involves various risks. Prospective
  investors should carefully consider the following information in conjunction
  with the other information contained or incorporated by reference in this
  Prospectus before making a decision to purchase any Reoffer Shares. This
  Prospectus, including incorporated documents, contains forward-looking
  statements within the meaning of Section 27A of the Securities Act and Section
  21E of the Exchange Act. The Company's actual results could differ materially
  from those set forth in the forward-looking statements. Certain factors, among
  others, which may cause such a difference are set forth below.
  
  
  CONTROLLING STOCKHOLDERS
  
       As of January 12, 1998, Robert J. Simon, the Chairman of the Board of
  Directors of the Company, beneficially owned approximately 59.50% of the issued
  and outstanding Common Stock (assumes conversion of the non-voting Common Stock
  held by an affiliate of Mr. Simon), and the directors and executive officers of
  the Company as a group, including Mr. Simon, beneficially owned approximately
  70.10% of the issued and outstanding Common Stock (assumes conversion of the
  non-voting Common Stock held by an affiliate of Mr. Simon). Consequently, these
  stockholders exercise a controlling influence over the business and affairs of
  the Company, including, but not limited to, having sufficient voting power to
  control the election of the entire Board of Directors of the Company, to amend
  the Company's Restated Certificate of Incorporation, to determine, in general,
  the outcome of any corporate transaction or other matter submitted to the
  stockholders for approval, including a merger, consolidation or sale of all or
  substantially all of the Company's assets, and to otherwise prevent or cause a
  change in control of the Company.
  
  CERTAIN RESTRICTIONS IMPOSED BY LENDERS
  
       Certain loan agreements relating to outstanding indebtedness of the Company
  contain numerous restrictive covenants, including, among other things,
  requirements to maintain specific levels of cash flow and limitations on capital
  expenditures, stock purchases, mergers and the payment of dividends. The
  Company's failure to comply with its obligations under these loan agreements, or
  under similar agreements relating to indebtedness incurred in the future, could
  result in an event of default under such agreements (unless waived by the
  lender), which could permit acceleration of the related indebtedness under other
  financing arrangements that contain cross- acceleration or cross-default
  provisions. Additionally, as a result of these restrictive covenants, the
  Company may be prevented from engaging in transactions that might otherwise be
  considered beneficial to the Company and its stockholders.
  
  LACK OF DIVIDENDS
  
       The Company has never paid dividends on its Common Stock. Additionally, as
  discussed in " -- Certain Restrictions Imposed by Lenders" above, certain loan
  agreements relating to outstanding indebtedness of the Company contain
  restrictive covenants on the payment of dividends. The Company does not intend
  to pay any cash dividends in the foreseeable future.
  
  NO ASSURANCE OF SUCCESSFUL EXPANSION BY ACQUISITION; RISKS GENERALLY ASSOCIATED
  WITH ACQUISITIONS
  
       An element of the Company's growth strategy is to expand through selected
  strategic acquisitions of complementary product lines or businesses, as well as
  through internal growth. There can be no assurance, however, that suitable
  candidates will be identified, that acquisitions can be consummated on
  acceptable terms, that appropriate financing can be arranged on terms favorable
  to the Company or that any acquired company can be integrated successfully into
  the Company's operations. Acquisitions also include a number of special risks,
  including the diversion of management's attention to the assimilation of the
  operations and the assimilation and retention of the personnel of the acquired
  company and potential adverse short-term effects on the Company's operating
  results.
  
       Further, the Company may be competing for acquisition opportunities with
  entities that have substantially greater financial resources than the Company
  and a broader geographic knowledge base. These entities also may generally be
  able to accept more risk than the Company can prudently manage. Thus,
  competition may generally reduce the number of suitable acquisition
  opportunities available to the Company. The inability of the Company to
  successfully finance, complete and 
  
  
  
                                         3
  
  <PAGE>   6
  
  integrate strategic acquisitions in a timely manner could have an adverse
  impact on the Company's ability to effect a portion of its growth strategy and
  could limit the Company's future revenues and earnings growth potential.
  
  RAW MATERIALS
  
       The Company's primary raw material is base paper. The supply and price of
  base paper are dependent upon a variety of factors that are not in the Company's
  control, including environmental and conservation regulations, natural
  disasters, such as forest fires and hurricanes, and weather. Although the
  Company believes it has maintained excellent relationships with its primary
  suppliers and has not experienced difficulties obtaining raw materials in the
  past, there can be no assurance that the Company will be able to continue to do
  so in the future. Further, although the Company has been historically successful
  in passing most of the price increases of raw materials on to its customers,
  there can be no assurance that it will be able to do so in the future.
  
  COMPETITION AND UNCERTAINTY OF CONTINUING MARKET
  
       The Company competes with other companies in business imaging paper
  products, custom converting, specialty printing and paint sundry products
  businesses. Many of these companies have greater resources than the Company.
  There can be no assurance that the Company will be able to continue to compete
  successfully in its markets. Moreover, the Company's customers, many of which
  have greater resources than the Company, may elect to develop their own in-house
  capabilities for the products and services presently provided to them by the
  Company. Additionally, the Company's ability to participate in future growth of
  its markets will be dependent upon its ability to maintain a competitive
  technological position. While the Company believes that it has developed unique
  production methods through the use of technical know-how, especially in the
  custom converting and specialty printing areas, there can be no assurance that
  others will not develop similar or better methods. If this occurs and the
  Company is not able to respond successfully to such competition, the Company may
  lose key customers, which would materially adversely affect the Company's
  business, financial condition and results of operations.
  
  RELIANCE UPON PROPRIETARY KNOWLEDGE
  
       The Company relies extensively on its experience and proprietary technical
  know-how. There can be no assurance that the Company will be able to protect
  such information and, to the extent that such information may be disclosed, the
  Company's business, financial condition and results of operations could be
  adversely affected.
  
  AUTHORIZATION OF PREFERRED STOCK AND POSSIBLE ANTI-TAKEOVER EFFECT
  
       The Company's Restated Certificate of Incorporation authorizes the issuance
  of "blank check" preferred stock with such designations, rights and preferences
  as may be determined from time to time by the Board of Directors of the Company.
  Accordingly, the Company's Board of Directors is empowered, without stockholder
  approval, to issue preferred stock with dividend, liquidation, conversion,
  voting or other rights which could adversely affect the voting power or other
  rights of the holders of the Company's Common Stock. Holders of Common Stock
  have no preemptive rights to subscribe for a pro rata portion of any capital
  stock that may be issued by the Company. In the event of issuance, the preferred
  stock could be utilized, under certain circumstances, as a method of
  discouraging, delaying or preventing a change in control of the Company that the
  holders of Common Stock might desire or that might otherwise result in the
  holders of Common Stock receiving a premium for their shares. Although the
  Company has no present intention to issue any preferred stock, there can be no
  assurance that the Company will not do so in the future.
  
  DEPENDENCE ON KEY PERSONNEL
  
       The Company is dependent on the retention of, and continued performance by,
  its senior management, particularly Mr. Louis LeCalsey, III, its President and
  Chief Executive Officer and a member of the Company's Board of Directors, and
  Mr. Gregory L. Wilemon, its Chief Financial Officer, Chief Operating Officer,
  Secretary and Treasurer. The Company believes that the loss of the services of
  either of these officers could have a material adverse effect on the Company.
  The Company has employment agreements with each of Messrs. LeCalsey and Wilemon,
  which expire on September 30, 1999.
  
  
  
                                         4
  <PAGE>   7
  
  NO LIMITATION ON AMOUNT OF DEBT THAT MAY BE INCURRED AND POSSIBLE INABILITY
  TO REPAY DEBT
  
       No Limitation on Debt and Increased Indebtedness. The Company's
  organizational documents do not contain any limitation on the amount or
  percentage of indebtedness that the Company can incur. Assuming there are no
  contractual limitations on the incurrence of debt, the Company could become more
  highly leveraged, resulting in an increase in debt service that would result in
  an increased risk of default on its obligations. An increase of the Company's
  debt may adversely affect the Company's ability to access debt as well as equity
  capital markets in the future due to the resulting decreased ability to service
  debt.
  
       Debt Financing. The Company is subject to the risks normally associated
  with debt financing, including the risk that the Company will be unable to meet
  required payments of principal and interest, the risk that existing indebtedness
  (which may not be fully amortized at maturity) might not be able to be
  refinanced or that the terms of such refinancing may not be as favorable as the
  terms of existing indebtedness.
  
       Certain of the Company's debt now provides, and may in the future provide,
  for variable interest rates. To the extent that the Company has variable
  interest rate debt, the Company is exposed to the risk of interest rate
  fluctuations and, consequently, an increase in interest expense. An increase in
  interest expense could have a material adverse impact on the Company's
  operations and profitability, as well as adversely affect the value of the
  Common Stock.
  
  CHANGES IN POLICIES
  
       The major policies of the Company, including its policies with respect to
  acquisitions, financing, growth, operations, development, debt capitalization
  and distributions, are determined by its Board of Directors. Although the
  Company's Board of Directors has no present intention to do so, these policies
  may be amended or revised at any time and from time to time at the discretion of
  the Board of Directors without a vote of the stockholders of the Company.
  Accordingly, shareholders will have no control over changes in these and similar
  policies of the Company, and changes in the Company's policies may not fully
  serve the interest of all stockholders. Additionally, a change in these policies
  could adversely affect the Company's financial condition and results of
  operations and the market price of the Common Stock.
  
  EFFECT OF ENVIRONMENTAL REGULATIONS
  
       The Company's operations are subject to federal, state and local
  environmental laws and regulations that impose limitations on the discharge of
  pollutants into the air and water and establish standards for the treatment,
  storage and disposal of hazardous and non-hazardous wastes. The Company cannot
  predict with certainty its total future expenditures for environmental
  compliance because of continuously changing technology and compliance standards
  and interpretations thereof by governmental authorities and courts. If the
  Company fails to comply with environmental laws and regulations, it could be
  subject to liability ranging from monetary damages to injunctive action, which
  could materially adversely affect the Company's business. Future changes to
  environmental laws could have a material adverse effect on the Company's
  business, financial condition and results of operations. The Company does not
  currently have any environmental impairment insurance coverage and does not
  anticipate obtaining such coverage in the future.
  
  SHARES AVAILABLE FOR FUTURE SALE
  
       No prediction can be made as to the effect, if any, that future sales of
  Common Stock, or the availability of shares of Common Stock for future sale,
  will have on the market price of the Common Stock prevailing from time to time.
  Sales of substantial amounts of Common Stock (including shares issued upon the
  exercise of stock options), or the perception that such sales could occur, could
  adversely affect prevailing market prices for the Common Stock.
  
  YEAR 2000 SYSTEMS ISSUES
  
       Many existing computer programs use only two digits to identify a year in
  the date field, and if not corrected, many computer applications could fail or
  create erroneous results by or at the year 2000. Left uncorrected, year 2000
  systems issues could have a material negative impact on the Company's operations
  and its profitability.
  
       In response to ongoing business needs, the Company has begun implementing a
  new Enterprise Resource Planning System, and the year 2000 issue was one of the
  design pre-requisites for this new system. As of September 30, 1997, 
  
  
  
  
                                         5
  <PAGE>   8
  
  the Company has spent $1.2 million for hardware, software and consulting
  services related to the project, and management estimates it will spend an
  additional $0.4 million for the actual conversion to the new system which is
  scheduled to begin in fiscal 1998 and to be completed in fiscal 1999. While the
  Company has taken every precaution to ensure that the new information system
  will operate properly in the year 2000, management has relied on assurances and
  warranties by its hardware and software vendors. As such, the Company cannot
  rule out the possibility of year 2000 issues. The Company will continue to test
  its new systems for year 2000 compliance throughout the implementation process.
  
  
  
                                         6
  <PAGE>   9
  
                                     THE COMPANY
  
  GENERAL
  
       The Company manufactures and distributes business imaging paper products
  and tissues, towels and wipes for public use facilities, provides diversified
  custom converting and specialty printing services, and distributes paint sundry
  products used in home improvement projects. Since 1992 and until its
  restructuring on February 7, 1997, the Company operated as three wholly-owned
  subsidiaries, Tufco Industries, Inc., Executive Converting Corporation ("ECC")
  and Hamco Industries, Inc. ("Hamco"). On January 28, 1994, the Company completed
  an initial public offering in which the Company issued and sold 900,000 shares
  of its Common Stock, and certain stockholders of the Company sold 50,000 shares
  of Common Stock. Contemporaneously with the closing of the Company's public
  offering, the Company acquired, through ECC, substantially all of the assets of
  Executive Roll Manufacturing, Inc., d/b/a Executive Converting Corporation, for
  $7.5 million and 127,778 shares of Common Stock. On August 23, 1995, the Company
  acquired, through Hamco, substantially all of the assets of Hamco, Inc. for
  approximately $12.9 million in cash. On February 7, 1997, the Company
  reorganized its corporate structure to better serve its business needs. Through
  this restructuring, the net assets of Tufco Industries, Inc., ECC and Hamco were
  transferred to Tufco, L.P., a Nevada limited partnership, in which Tufco Tech,
  Inc., which is wholly owned by the Company, is the sole managing general
  partner.
  
       The Company manufactures a wide range of printed and unprinted business
  imaging paper products for a variety of business needs and offers a wide array
  of custom converting services for industrial uses including thermal laminating,
  precision slitting and rewinding, folding, precision sheeting and packaging for
  delivery to the end user. Its specialty printing services provide wide web,
  multi-color flexographic and letterpress printing and adhesive laminations to
  industrial users and resale distributors. The Company also manufactures a
  complete line of tissues, towels and wipes which are sold through its
  Away-From-Home sector, and the Company's Paint Sundries sector manufactures and
  distributes products used by professional painters and do-it-yourself home
  owners.
  
       The Company was incorporated in the State of Delaware in 1992 to acquire
  Tufco Industries, Inc. Although the Company was organized in 1992, the business
  conducted by Tufco Industries, Inc. has been in continuous operation since 1974.
  In November 1997, the Company purchased all of the outstanding stock of Foremost
  Manufacturing, Inc., a St. Louis-based manufacturer and distributor of paint
  sundries. The Company has become a leading manufacturer of value-added custom
  paper products and specialty printing services, and it has the most complete
  line of paint sundry products in the industry. The Company's principal executive
  offices are located at 4800 Simonton Road, Dallas, Texas 75244, and its
  telephone number is (972) 789-1079.
  
  PRODUCTS AND SERVICES
  
       The Company markets its products and services through four market sectors:
  Business Imaging paper products, Custom Converting services, Away-From-Home
  products, and Paint Sundry products. The Company conducts operations from five
  manufacturing and distribution locations in Green Bay, Wisconsin; Manning, South
  Carolina; Dallas, Texas; Newton, North Carolina and St. Louis, Missouri.
  
       Business Imaging Market Sector. The Company produces and distributes a wide
  variety of printed and unprinted paper products used in business imaging
  equipment in market sectors including architectural and engineering design, high
  speed data processing, point of sale, automatic teller machines and a variety of
  office equipment. The Company's products include roll products ranging in length
  from 150 feet to 3500 feet and in widths from 1 inch to 54 inches. Additionally,
  the Company produces precision-sheeted products ranging in size from 11 by 17
  inches to 65 by 65 inches. The Company's products are available in a wide range
  of paper grades including a variety of weights of bond paper, thermal imaging
  papers, fine vellums and films and multi-part forms.
  
       Custom Converting Market Sector. The Company has custom converting
  capability at three locations: Green Bay, Wisconsin; Dallas, Texas; and Newton,
  North Carolina.
  
       The Company's converting capabilities at its Green Bay facilities include
  thermal and adhesive laminating, slitting, rewinding, cutting, and folding.
  These facilities custom convert a wide array of materials, including
  polyethylene films, non-woven materials, paper, and tissue and toweling for the
  industrial converting market. Products include operating room 
  
  
  
                                         7
  
  <PAGE>   10
  
  towels, reinforced towels (towels with a polyethylene or polypropylene mesh to
  provide strength and durability), industrial wipes, medical drapes, feminine
  hygiene components, specialty roll and large roll tissue and toweling products,
  polyethylene and paper dropcloths, car wash and golf towels, and window
  insulation products. The Company's winders can convert rolls of material up to
  132 inches wide and slit widths as narrow as 3 inches. The Company has also
  invested in equipment to perform thermal lamination to bond various material
  substrates up to 120 inches wide, such as multi-ply dropcloths, reinforced
  material and breathable moisture barrier wraps. Machinery and equipment at the
  Green Bay facility have the capability, developed by the Company's in-house
  engineers and technical personnel, to combine or modify various substrates
  through the use of precise temperature and pressure control.
  
       The Company's Green Bay facility offers value-added specialty printing and
  related graphic arts services, including pre-press work, sheeting, calendering,
  printing, finishing, and thermal and adhesive laminating. The Company provides
  multi-color printing that uses computerized control to maintain a high level of
  print quality. The Company focuses on specialty printing projects such as paper
  tablecovers, food and gift-wraps, feminine hygiene components, printed release
  liners, and novelty and holiday bathroom tissue.
  
       Green Bay's pre-press staff prepares projects for printing to customer
  specifications. The Company uses the customer's preliminary artwork and arranges
  or performs all preparatory processes for camera ready art, plate making,
  layout, plate mounting, and other related services.
  
       The Green Bay presses use flexographic and letterpress processes and can
  print on a wide range of media from lightweight tissue or non-wovens to
  heavyweight paperboard. The Company utilizes five wide-web presses of various
  sizes, three of which are capable of six-color printing. The Company uses
  water-based and oil-based inks. The presses can accommodate widths up to 82
  inches for one-sided printing and are capable of simultaneous two-sided printing
  for widths up to 51 inches. The Company also uses a web press system that
  includes in-line operations to produce thermal and adhesive composite lamination
  or to apply specialty coatings. The presses have a variety of print cylinders
  that provide the Company with the flexibility to meet customer needs, utilizing
  lower cost rubber printing plates that allow the Company to maintain quality and
  achieve a competitive pricing advantage for low volume jobs relative to printers
  using engraved printing cylinders.
  
       The Company's Dallas facility has converting capabilities that include
  precision slitting, rewinding, sheeting, specialty packaging, folding,
  perforating, and trimming. These capabilities are directed toward converting
  fine paper materials including specialty and fine printing papers and
  paperboards, thermal papers, polyester films, and coated products.
  
       The Dallas facility's custom converting services include final packaging of
  products, including items on which the Company has performed other converting or
  specialty printing services. Packaging capabilities include high quality bulk
  skid wrapping, vacuum-sealed carton packed sheets, poly-paper and poly-film
  wrapping, and shrink-film packaging. The flexibility of the equipment at the
  Dallas facility and the packaging alternatives that the Company can provide its
  customers produce finished products that meet and exceed a varied range of
  customer specifications and requirements. The Company's Dallas custom converting
  services have grown due to the addition of a state-of-the-art Jagenberg sheeter
  with specialty paper and paperboard sheeting capabilities and the investment in
  a custom designed rewinder for thermal papers and films.
  
       The Company's Newton facility has converting capabilities which include
  precision slitting and rewinding of paper rolls in a large variety of sizes
  which include variables in width, diameter, core size, single or multi-ply, and
  occasionally color. All of the rolls can be printed on one side or both,
  providing the customer with advertising, promotional or security features.
  
       The Company's Newton facility also produces a full range of papers for use
  in bank proof or teller machines, including fan-fold forms, cards and printed
  rolls of various sizes and types. Additionally, the Company produces an
  extensive selection of standard and customized guest checks for use in the
  restaurant industry, and the Company's Newton facility owns equipment which
  enables the Company to produce a wide variety of multi-part business forms.
  
       Away-From-Home Market Sector. The Company's Away-From-Home market sector
  manufactures and distributes a complete line of tissues, towels and wipes used
  in washrooms and workstations in public facilities such as hotels, offices,
  restaurants, stadiums, manufacturing plants and home improvement centers. The
  Company does not intend to compete against the large national integrated paper
  companies. Instead, the Company's strategy is to provide regional distributors
  with a high quality, reasonably priced line of products which can be sold to
  small local or regional customers who are 
  
  
  
                                         8
  <PAGE>   11
  currently serviced by regional converters. Because of its investment in winding
  and folding assets, the Company believes it is the only converter which can
  offer a complete array of away-from-home products to these customers, and by
  taking advantage of its greater national distribution capabilities, the Company
  can offer improved levels of service and responsiveness.
  
       Paint Sundry Market Sector. The Company's Manning and St. Louis facilities
  manufacture and distribute home improvement products that are sold to paint and
  hardware distributors, home centers, and retail paint stores. To provide its
  customers with the industry's most complete line of paint sundry products, the
  Company supplements the products it manufactures by distributing products
  manufactured for the Company by others. Consumer disposable products include
  polyethylene, paper and canvas dropcloths, latex and vinyl gloves, paint
  strainers, and other allied items. These products are often used by homeowners
  performing do-it-yourself home improvement projects, contractors and painting
  professionals. The Company also sells a line of masking paper products for the
  automotive aftermarket. The Company has increased sales of consumer disposables
  by continually broadening and improving its product line, thereby allowing
  customers to consolidate their orders with a single vendor. In addition, the
  Company has attracted large buying groups through various volume incentives. To
  further increase sales, the Company developed a proprietary point of sale
  display, the "TUFPRO Paint Management System" that places in one location all of
  the necessary supplies (other than paint and brushes) for a typical home
  painting project.
  
  MANUFACTURING AND OPERATIONS
  
       In producing and distributing its line of Business Imaging Products, the
  Company works closely with various Original Equipment Manufacturers ("OEMs") to
  develop products which meet or exceed the requirements of the imaging equipment.
  The Company then produces and stocks a full line of paper products to meet the
  needs of the users of the imaging equipment. With regard to its Custom
  Converting operations, the Company either utilizes product specifications
  provided by its customers or teams with its customers to develop specifications
  which meet customer requirements. Generally, the product begins with a flexible
  substrate, which is a base material such as a non-woven material, paper, or
  polyethylene. The Company applies one or more of its custom converting or
  specialty printing services that it has developed over a period of years through
  its distinctive technical knowledge to add value to these materials.
  
       The Company's growth has been supported by its substantial capital
  investment in new facilities and machinery and equipment. During the past four
  years, the Company spent over $8 million on capital expenditures at its four
  locations and approximately $21 million to acquire the assets of ECC and Hamco.
  The Company has added two Perini winders, a Jagenberg sheeter, an Elsner folder,
  an Elsner rewinder and various printing equipment. Included in this total, the
  Company has spent over $2 million to enhance the capabilities of its state of
  the art thermal laminator. Through the Company's expenditures on new equipment,
  it has increased both its manufacturing capacity and the range of its
  capabilities. The Company believes it has sufficient capacity to meet its growth
  expectations.
  
           The Company's equipment can produce a wide range of sizes of production
  output to meet unique customer specifications. The custom converting equipment
  can accommodate web widths from 3 inches to 132 inches. Its folding equipment
  can fold from 6 inches to 120 inches by 240 inches, in one-inch increments. The
  Company's printing presses perform flexographic and letterpress processes and
  print from one to six colors on webs as wide as 82 inches. Its fine printing
  paper and paperboard converting equipment includes state-of-the-art rewinders,
  sheeters, folders, perforators, and equipment that performs extensive packaging
  functions.
  
  SALES AND MARKETING
  
       The Company markets its products and services nationally through its 31
  full-time sales and service employees and 114 manufacturer's representatives and
  distributors. The Company's sales and service personnel are compensated on a
  base salary plus incentive bonus. The Company generally utilizes referrals and
  its industry reputation and presence to attract customers, and advertises on a
  limited basis in industry periodicals and shelter media and through cooperative
  advertising arrangements with its consumer disposables and fine paper converting
  services and products suppliers and customers.
  
       Customers generally purchase the Company's goods and services under
  project-specific purchase orders rather than long-term contracts; however,
  long-term contracts are customary when the Company is required to purchase
  special machinery or materials to complete an order. The Company's sales volume
  by quarter is subject to a limited amount of 
  
  
  
                                         9
  <PAGE>   12
  seasonal fluctuation. Generally, the Company's sales volume and operating income
  are at their lowest levels in the first and second fiscal quarters and are
  generally higher in the third and fourth fiscal quarters.
  
       The customer base consists of approximately 1,000 companies, including
  large integrated paper companies, dealers and distributors of business imaging
  papers and away-from-home tissues and towels, and resellers of paint sundry
  products. There were no customers accounting for more than 10% of consolidated
  sales in fiscal 1997. Sales are generally made on a credit basis within limits
  set by the Company's executive management. The Company generally requires
  payment to be made within 30 days following shipment of goods.
  
  COMPETITION
  
       The Company believes the primary areas of competition for its goods and
  services are price, quality, production capacity and capability, capacity for
  prompt and consistent delivery, service, and continuing relationships. The
  Company believes that its key competitive advantages are product quality, quick
  response, rapid equipment set-up and turnaround time, long-standing customer
  relationships, broad customer base, highly engineered machinery and processes,
  production diversity and capacity, continuity of management, and experienced
  personnel. Management believes that there is no single competitor that offers
  the breadth and variety of products and services offered by the Company. In
  addition, customers benefit from the Company's ability to perform its multiple
  services and distribute from its national asset base, which reduces freight
  costs and increases product and service reliability through use of single source
  supplier on a national basis.
  
       Competitors for the Company's products and services vary based upon the
  products and services offered. In Business Imaging Products, the Company
  competes with small regional suppliers and a few large national firms. Based on
  management's assessment of the market, no single firm offers the breadth of
  products offered by the Company on a national basis. In the Company's industrial
  custom converting services, the Company believes that relatively few competitors
  offer a wider range of services or can provide them from a single source. With
  respect to the Company's specialty printing services and fine paper converting
  products, the competition consists primarily of numerous small regional
  companies. Management believes that the Company's capabilities in custom
  converting and specialty printing give it the flexibility, diversity, and
  capacity to compete effectively on a national basis with large companies and
  locally with smaller regional companies. The Company does not believe foreign
  competition is significant at this time in the custom converting and specialty
  printing lines. There is strong domestic competition and a modest amount of
  foreign competition in the manufacturing of Away-From-Home and paint sundry
  products.
  
       Although the Company does not engage in a significant amount of direct
  competition with large integrated paper companies that are its customers,
  management believes that there are inherent business risks in the expansion of
  sales to these customers, given their significant in-house production
  capabilities. The Company typically serves as a product development accelerator
  to these customers because as sales of specific converting services to these
  customers have grown, the customer may discontinue purchases from the Company
  and move production in-house due to the economies of scale having been attained.
  The Company believes that it is able to evaluate and anticipate adequately the
  timing of such changes. Moreover, the Company's strategy has been to emphasize
  the development of its product market sectors (Business Imaging, Away-From-Home
  and Paint Sundry) and to establish longer term contractual relationships in its
  Custom Converting sector in order to reduce the future exposure to sudden
  revenue loss due to the development of customers' in-house production capacity.
  
  PRODUCT DEVELOPMENT AND QUALITY CONTROL
  
       The Company works with its customers to develop new products and
  applications. The Company believes that a key factor in its success has been its
  willingness and distinctive technical competency to help customers experiment
  with various flexible substrates to develop materials with different attributes
  such as strength, flexibility, absorbency, breathability, moisture-resistance,
  and appearance. As a result, the Company's capabilities enable it to develop
  certain laminated substrates at lower costs than if the customers developed
  these products themselves. For example, a customer may request certain physical
  tests during trial runs that are performed by the Company's quality control
  personnel, often with the customer on site. Customers are charged for machine
  time use, materials, and operator time in the new product development process.
  After completing the development process, the Company prices a new product or
  service and designs an ongoing program that provides information to the customer
  such as quality checks, inventory reports, materials data, and production
  reports.
  
  
  
  
                                         10
  <PAGE>   13
  
       The Company maintains a quality control laboratory that constantly monitors
  its production using statistical process controls ("SPC") to observe and measure
  quality effectiveness of its production processes, such as temperature, speed,
  tension, and pressure. The Company's rigid standards and use of SPC have allowed
  it to qualify for the GMP (Good Manufacturing Practices) designation from
  several customers, a quality control standard that these companies require
  before they will use a company for outsourcing. In addition, several of the
  Company's customers perform periodic audits at the Company's Green Bay facility
  to ensure that adequate quality control practices are in place at all times. The
  Company's Dallas quality control laboratory is part of a collaborative of 33
  laboratories sponsored by a large OEM that utilizes the Dallas facility for its
  production. The collaborative is utilized by that company to help set quality
  standards and ensure that its suppliers, like the Dallas facility, have in
  places the process reviews and controls necessary to ensure that quality
  products are being manufactured consistently.
  
  RAW MATERIALS AND SUPPLIERS
  
       The Company is not dependent on any particular supplier or group of
  affiliated suppliers for raw materials or for equipment needs. The Company feels
  it has excellent relationships with its primary suppliers, and the Company has
  not experienced difficulties in obtaining raw materials in the past. The
  Company's raw materials fall into four general groups: various paper stocks,
  inks for specialty printing, non-woven materials, and polyethylene films. There
  are numerous suppliers of all of these materials. To ensure quality control and
  consistency of its raw material supply, the Company's Dallas and Newton
  facilities receive fine paper stock primarily from two major paper companies
  instead of a greater number of companies.
  
       The Company's primary raw material, base paper, is subject to periodic
  price fluctuations. In the past, the Company has been successful in passing most
  of the price increases on to its customers, but management cannot guarantee that
  the Company will be able to do this in the future.
  
  ENVIRONMENTAL MATTERS
  
       The Company is subject to federal, state, and local environmental laws and
  regulations concerning emissions into the air, discharges into waterways, and
  the generation, handling, and disposal of waste materials. These laws and
  regulations are constantly evolving, and it is impossible to predict accurately
  the effect they may have upon the capital expenditures, earnings, and
  competitive position of the Company in the future. The Company believes that it
  complies with these laws and regulations in all material respects. The Company
  does not maintain environmental impairment insurance.
  
       The Company's past expenditures relating to environmental compliance have
  not had a material effect on the Company, nor does the Company expect that such
  expenditures relating to the Company's recently completed addition to its
  manufacturing facility will be material. Further growth in the Company's
  production capacity with a resultant increase in discharges and emissions may
  require capital expenditures for environmental control facilities in the future.
  The Company does not expect such expenditures to be material. No assurance can
  be given that future changes to environmental laws or their application will not
  have a material adverse effect on the Company's business or results of
  operations.
  
  EMPLOYEES
  
       At January 12, 1998, the Company had approximately 466 employees, of whom
  150 were employed at its Green Bay facility, 85 at its Manning facility, 78 at
  its Dallas facility, 53 at its St. Louis facility and 100 at its Newton
  facility. The Company has a non-union workforce and believes that its
  relationship with its employees is good.
  
  
  
  
                                         11
  <PAGE>   14
  
                                SELLING STOCKHOLDERS
  
       The Reoffer Shares are shares of Common Stock that have been or may be
  acquired by the Selling Stockholders pursuant to either the Plan or the Outside
  Director Plan. Each Selling Stockholder will receive all of the net proceeds
  from the sale of his or her respective Reoffer Shares. There is no assurance
  that any of the Selling Stockholders will sell any or all of the Reoffer Shares.
  
       The following table sets forth (i) the name of each Selling Stockholder,
  (ii) the nature of his or her position, office, or other material relationship
  with the Company within the past three years, (iii) the number of shares of
  Common Stock beneficially owned by each Selling Stockholder as of January 12,
  1998, (iv) the number of shares of Common Stock offered by each Selling
  Stockholder hereunder, and (v) the number of shares and (if one percent or more)
  the percentage of Common Stock to be beneficially owned by each Selling
  Stockholder after this Offering.
  
  
  <TABLE>
  <CAPTION>
                                                                                                             Shares Owned after
                                                                                                                  Offering
                                Relationship with              Number of Shares        Number of Shares     -------------------------
  Name                             the Company                       Owned              Offered Hereby      Number     Percentage (1)
  -----------------------    -----------------------          -----------------        ----------------     ------     --------------
  <S>                        <C>                                <C>                        <C>             <C>                 <C>   
  Robert J. Simon            Chairman of the Board              2,637,543 (2)(3)            8,000          2,629,543           57.40%
  
  Louis LeCalsey, III        Director, President and               76,044 (4)              37,190             38,854                *
                             Chief Executive Officer
  
  Samuel J. Bero             Director (5)                         204,000 (6)               4,000            200,000            4.37%
  
  Robert E. Coghan           Director                              11,842 (3)               8,000              3,842                *
  
  C. Hamilton Davison, Jr.   Director                              11,842 (3)               8,000              3,842                *
  
  Patrick J. Garland         Director                             211,841 (7)               6,000            205,841            4.49%
  
  Edward A. Leinss           Director                              17,605 (3)               8,000              9,605                *
  
  William J. Malooly         Director                              11,000 (3)               8,000              3,000                *
  
  Gregory L. Wilemon         CFO, COO, Secretary                   19,042 (8)              13,881              5,161                *
                             and Treasurer
  
  John V. Bonander           Vice President-                       27,202                  27,202                 0                 *
                             Corporate Development
  
  James Hounsell             Former Employee                        3,360                   3,360                 0                 *
                                  
  
  </TABLE>
  ------------
  
  * Ownership is less than 1% of the outstanding shares of Common Stock.
  
  (1)  The percentage ownership of each Selling Stockholder is based upon (i)
       3,709,495 issued and outstanding shares of Common Stock, (ii) the assumed
       conversion of 709,870 shares of non-voting common stock of the Company, par
       value $0.01 per share, which is convertible into Common Stock at any time
       on a one-for-one basis, and (iii) the assumed exercise of 161,408 shares of
       Common Stock that may be acquired upon the exercise of vested options. 
  
  (2)  Includes (i) 1,909,870 shares of Common Stock owned of record by Bradford
       Venture Partners, L.P. ("BVP"), as to which Mr. Simon is deemed to have
       beneficial ownership due to his having voting and dispositive power over
       such shares and (ii) 709,870 shares of Common Stock into which Mr. Simon's
       709,870 shares of non-voting common stock is convertible. Bradford
       Associates, a general partnership of which Mr. Simon is a partner, is the
       sole general partner of BVP and, as such, holds a 1% interest in BVP. 
  
  (3)  Includes 8,000 shares of Common Stock that may be purchased upon exercise
       of vested options.
  
  (4)  Includes 37,190 shares of Common Stock that may be purchased upon exercise
       of vested options. 
  
  (5)  Mr. Bero was the Company's President and Chief Executive Officer from
       November 1993 until he retired in July 1995.
  
  (6)  Includes 4,000 shares of Common Stock that may be purchased upon exercise
       of vested options.
  
  
  
  
                                         12
  
  <PAGE>   15
  
  (7)  Includes 6,000 shares of Common Stock that may be purchased upon exercise
       of vested options. 
  
  (8)  Includes 13,881 shares of Common Stock that may be purchased upon exercise
       of vested options.
  
                                   USE OF PROCEEDS
  
       The Common Stock offered hereby is being registered for the account of the
  Selling Stockholders and, accordingly, the Company will not receive any of the
  proceeds from the sale of the Reoffer Shares by the Selling Stockholders.
  
                                PLAN OF DISTRIBUTION
  
       The Reoffer Shares may be sold from time to time to purchasers directly by
  any of the Selling Stockholders, or by their pledgees, donees, transferees or
  other successors in interest thereto. Alternatively, the Selling Stockholders or
  their pledgees, donees, transferees or other successors in interest thereto may
  sell the Reoffer Shares in one or more transactions (which may involve one or
  more block transactions) on Nasdaq, in sales occurring in the public market
  through Nasdaq, in separately negotiated transactions, or in a combination of
  such transactions. Each sale may be made either at market prices prevailing at
  the time of such sale or at negotiated prices. Some or all of the Reoffer Shares
  may be sold through brokers acting on behalf of the Selling Stockholders or to
  dealers for resale by such dealers, and in connection with such sales, such
  brokers or dealers may receive compensation in the form of discounts or
  commissions from the Selling Stockholders or the purchasers of such shares for
  whom they may act as broker or agent (which discounts or commissions are not
  anticipated to exceed those customary in the types of transactions involved).
  However, any securities covered by this Prospectus which qualify for sale
  pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
  than pursuant to this Prospectus. All expenses of registration incurred in
  connection with this Offering are being borne by the Company, but all brokerage
  commissions, discounts and other expenses incurred by individual Selling
  Stockholders will be borne by each such Selling Stockholder. The Company will
  not receive any of the proceeds from sales of the Reoffer Shares.
  
       The Selling Stockholders and any dealer participating in the distribution
  of any of the Reoffer Shares or any broker executing selling orders on behalf of
  the Selling Stockholders may be deemed to be "underwriters" within the meaning
  of the Securities Act, in which event any profit from the sale of any or all of
  the Reoffer Shares by them and any discounts or commissions received by any such
  brokers or dealers may be deemed to be underwriting discounts and commissions
  under the Securities Act.
  
       Any broker or dealer participating in any distribution of Reoffer Shares in
  connection with this Offering may be deemed to be an "underwriter" within the
  meaning of the Securities Act and, if so deemed, will be required to deliver a
  copy of this Prospectus, including a Prospectus Supplement, if required, to any
  person who purchases any of the Reoffer Shares from or through such broker or
  dealer.
  
       In order to comply with the securities laws of certain states, if
  applicable, the Reoffer Shares will be sold only through registered or licensed
  brokers or dealers, In addition, in certain states, the Reoffer Shares may not
  be sold unless they have been registered or qualified for sale in such state or
  an exemption from such registration or qualification requirement is available
  and is complied with.
  
                                    LEGAL MATTERS
  
       The legality of the Common Stock offered hereby will be passed upon for the
  Company by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Dallas, Texas.
  
                                       EXPERTS
  
       The consolidated financial statements of the Company for the fiscal years
  ended September 30, 1997 and 1996 included in the Company's Annual Report on
  Form 10-K for the fiscal year ended September 30, 1997 (the "1997 Form 10-K")
  and incorporated by reference in its Prospectus have been audited by Deloitte &
  Touche LLP, independent auditors, as stated in their report which is
  incorporated herein by reference, and have been so incorporated in reliance upon
  the report of such firm given upon their authority as experts in accounting and
  auditing.
  
       The consolidated financial statements of the Company for the fiscal year
  ended September 30, 1995 included in the 1997 Form 10-K and incorporated by
  reference in its Prospectus have been audited by Wipfli Ullrich Bertelson,
  
  
  
                                         13
  <PAGE>   16
  independent auditors, as stated in their report which is incorporated herein by
  reference, and have been so incorporated in reliance upon the report of such 
  firm given upon their authority as experts in accounting and auditing.
  
  
  
  
                                         14
  <PAGE>   17
       
            
  ================================================================================
  
       No dealer, salesperson or other person has been authorized to give any
  information or to make any representations other than those contained or
  incorporated by reference in this Prospectus, and, if given or made, such
  information or representation must not be relied upon as having been authorized
  by the Company or the Selling Stockholders. This Prospectus does not constitute
  an offer to sell or the solicitation of an offer to buy the securities by anyone
  in any jurisdiction in which such offer or solicitation is not authorized, or in
  which the person making the offer or solicitation is not qualified to do so, or
  to any person to whom it is unlawful to make such offer or solicitation. Neither
  the delivery of this Prospectus nor any sale made hereunder shall create an
  implication that the information contained or incorporated by reference herein
  is correct as of any time subsequent to its date.
  
  
                      ------------------
  
                       TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                        Page
  
  <S>                                                     <C>
  Available Information....................................2
  Incorporation of Certain Documents
    by Reference...........................................2
  Risk Factors.............................................3
  The Company..............................................7      
  Selling Stockholders....................................12
  Use of Proceeds.........................................13
  Plan of Distribution....................................13
  Legal Matters...........................................13
  Experts.................................................13
  </TABLE>
  ================================================================================
  
  
  
  
  ================================================================================
  
                                  131,633 SHARES
  
  
                              TUFCO TECHNOLOGIES, INC.
  
  
  
                                    COMMON STOCK
                            (PAR VALUE $0.01 PER SHARE)
  
  
  
                          --------------------------------
  
                                     PROSPECTUS
  
                          --------------------------------
  
  
  
  
  
                                  January 20, 1998
  ================================================================================
  <PAGE>   18
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents of Tufco Technologies, Inc. (the "Company")
  (File No. 0-21018) filed with the Securities and Exchange Commission (the
  "Commission") are hereby incorporated in this Registration Statement by
  reference:
  
          (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
               September 30, 1997;
  
          (b)  Current Report on Form 8-K dated November 13, 1997 and filed with
               the Commission on November 26, 1997; and
  
          (c)  The description of the Company's Common Stock, par value $0.01 per
               share, contained in the Company's Registration Statement on Form
               8-A, filed with the Commission on December 16, 1992 pursuant to
               Section 12(g) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act").
  
          All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to
  the filing of a post-effective amendment to this Registration Statement which
  indicates that all securities offered hereunder have been sold or which
  deregisters all such securities then remaining unsold shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such reports and documents.
  
          Any statement contained herein or in a document incorporated or deemed
  to be incorporated by reference herein shall 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 or is deemed to be incorporated by reference herein modifies or
  supersedes such earlier statement. Any statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  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 ("Section 145") of the Delaware General Corporation Law, as
  amended (the "DGCL"), permits indemnification of directors, officers, agents and
  controlling persons of a corporation under certain conditions and subject to
  certain limitations. Article Sixth of the Company's Restated Certificate of
  Incorporation and Article VII of the Company's Bylaws provide for the
  indemnification of directors, officers and other authorized representatives of
  the Company to the maximum extent permitted by the DGCL. Section 145 empowers a
  corporation to 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, by reason of the fact
  that he is or was a director, officer or agent of the corporation or another
  enterprise if serving at the request of the corporation. Depending on the
  character of the proceeding, a corporation may indemnify against expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred in connection with such action, suit or
  proceeding if the person indemnified 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. In the case of an action
  by or in the right of the corporation, no indemnification may be made with
  respect to 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
  Court of Chancery or the court in which such action or suit was brought shall
  determine that despite the adjudication of liability such person is fairly and
  reasonably entitled to indemnity for such expenses which the court shall deem
  proper. Section 145 further 
  
  
  
                                        II-1
  
  <PAGE>   19
  provides that to the extent a director or officer of a corporation has been
  successful in the defense of any action, suit or proceeding referred to above or
  in the defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably incurred by
  him in connection therewith.
  
       The Company's Bylaws permit it to purchase insurance on behalf of any such
  person against any liability asserted against him and incurred by him in any
  such capacity, or arising out of his status as such, whether or not the Company
  would have the power to indemnify him against such liability under the foregoing
  provision of the Bylaws.
  
       The Company has entered into certain indemnification agreements with each
  of its directors (the "Indemnification Agreements"), which were ratified by the
  Company's stockholders. Each Indemnification Agreement provides that the Company
  indemnify the indemnitee to the fullest extent permitted under applicable law
  against all expenses and liabilities incurred in connection with any threatened,
  pending or completed legal action or proceeding resulting from the indemnitee's
  status as a director, officer, agent or employee of the Company or its
  subsidiaries. No amounts will be paid to the extent that such expenses are
  covered by directors' and officers' liability insurance purchased by the
  Company. Additionally, no amounts may be paid on account of conduct by the
  indemnitee as to which it is established by a judgment or other final
  adjudication adverse to the indemnitee (i) that the indemnitee acted in bad
  faith and in a manner he did not reasonably believe to be in or not opposed to
  the best interests of the Company and (ii) with respect to any criminal
  proceedings, that the indemnitee had no reasonable cause to believe his conduct
  was unlawful. Additionally, Robert J. Simon, a director of the Company who is
  affiliated with Bradford Ventures Ltd. is indemnified for his actions as a
  director of the Company by Bessemer Securities Corporation, which is the limited
  partner of Bradford Venture Partners, L.P.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933, as amended the "Securities Act"), may be permitted to directors,
  officers or persons controlling the Company as disclosed above, the Company has
  been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is therefore
  unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       With respect to the 128,273 restricted shares of Common Stock being
  reoffered by Messrs. Simon, LeCalsey, Bero, Coghan, Davison, Garland, Leinss,
  Malooly, Wilemon and Bonander pursuant to this Registration Statement, the
  issuance of these shares by the Company to these individuals was effected in
  reliance upon an exemption from registration under Section 4(2) of the
  Securities Act as a transaction by an issuer not involving a public offering.
  
  ITEM 8. EXHIBITS.
  
  4.1  Restated Certificate of Incorporation of the Company (Incorporated by
       reference to Exhibit 3.1 to Amendment No. 1 to the Company's Registration
       Statement on Form S-1 (File No. 33- 55828), filed with the Commission on
       November 23, 1993)
  
  4.2  Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the
       Company's Registration Statement on Form S-1 (File No. 33-55828), filed
       with the Commission on December 16, 1992)
  
  4.3  Tufco Technologies, Inc. 1992 Non-Qualified Stock Option Plan (Incorporated
       by reference to Exhibit 10.12 to the Company's Registration Statement on
       Form S-1 (File No. 33-55828), filed with the Commission on December 16,
       1992)
  
  4.4  Tufco Technologies, Inc. 1993 Non-Employee Director Stock Option Plan
       (Incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
       Company's Registration Statement on Form S-1 (File No. 33-55828), filed
       with the Commission on November 23, 1993)
  
  *5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding the
       legality of the securities being registered
  
  *23.1 Consent of Deloitte & Touche LLP
  
  *23.2 Consent of Wipfli Ullrich Bertelson
  
  
  
                                        II-2
  <PAGE>   20
  
  23.3 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included in
       Exhibit 5.1)
  
  24.1 Power of Attorney (set forth on the signature page) 
  --------------
  
  *Filed herewith.
  
  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 the 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; and
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or furnished to the
  Commission 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 shall be deemed to be
          a new registration statement relating to the securities offered therein,
          and the offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.
  
          (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
  that is incorporated by reference in the Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall 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
  
  
  
  
                                        II-3
  <PAGE>   21
  
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  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 City of Dallas, State of Texas, on this 19h day of January
  1998.
  
  
                                          TUFCO TECHNOLOGIES, INC.
  
  
                                          /s/ Louis LeCalsey, III
                                          -------------------------------------
                                          Louis LeCalsey, III
                                          President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints Louis LeCalsey, III and Gregory L. Wilemon
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and on his behalf and in his
  name, place and stead, in any and all capacities, to sign, execute and file this
  Registration Statement under the Securities Act of 1933, as amended, and any or
  all amendments (including, without limitation, post-effective amendments), with
  all exhibits and any and all documents required to be filed with respect
  thereto, with the Securities and Exchange Commission or any regulatory
  authority, granting unto such attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises in order to
  effectuate the same, as fully to all intents and purposes as he himself might or
  could do if personally present, hereby ratifying and confirming all that such
  attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
  Signature                                                        Title                                        Date
  ---------                                                        -----                                        ----
  <S>                                                  <C>                                                 <C> 
  /s/ Robert J. Simon                                     Chairman of the Board of Directors               January 19, 1998
  --------------------------------------------
  Robert J. Simon                                                
  
                                                                                                           January 19, 1998
  /s/ Louis LeCalsey, III                              Director, President and Chief Executive
  --------------------------------------------          Officer (Principal Executive Officer)
  Louis LeCalsey, III                                    
                                                       
  /s/ Samuel J. Bero                                              Director                                 January 19, 1998
  --------------------------------------------
  Samuel J. Bero
  
  /s/ Robert E. Coghan                                            Director                                 January 19, 1998
  --------------------------------------------
  Robert E. Coghan
  
  /s/ C. Hamilton Davison                                         Director                                 January 19, 1998
  --------------------------------------------
  C. Hamilton Davison
  
  /s/ Patrick J. Garland                                          Director                                 January 19, 1998
  --------------------------------------------
  Patrick J. Garland
  </TABLE>
  
  
  
  
                                        II-4
  
  <PAGE>   22
  <TABLE>
  <S>                                                  <C>                                                 <C>
  
  /s/ Edward A. Leinss                                            Director                                 January 19, 1998
  --------------------------------------------
  Edward A. Leinss
  
  /s/ William J. Malooly                                          Director                                 January 19, 1998
  --------------------------------------------
  William J. Malooly
  
  /s/ Gregory L. Wilemon                               Chief Financial Officer,Chief Operating             January 19, 1998
  --------------------------------------------            Officer, Secretary and Treasurer
  Gregory L. Wilemon                                    (Principal Financial and Accounting
                                                                    Officer)
  </TABLE>
  
  
  
  
                                        II-5
  <PAGE>   23
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER                                  DESCRIPTION
  
    4.1   Restated Certificate of Incorporation of the Company (Incorporated by
          reference to Exhibit 3.1 to Amendment No. 1 to the Company's
          Registration Statement on Form S-1 (File No. 33-55828), filed with the
          Commission on November 23, 1993)
  
    4.2   Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the
          Company's Registration Statement on Form S-1 (File No. 33-55828), filed
          with the Commission on December 16, 1992)
  
    4.3   Tufco Technologies, Inc. 1992 Non-Qualified Stock Option Plan 
          (Incorporated by reference to Exhibit 10.12 to the Company's
          Registration Statement on Form S-1 (File No. 33-55828), filed with the
          Commission on December 16, 1992)
  
    4.4   Tufco Technologies, Inc. 1993 Non-Employee Director Stock Option Plan
          (Incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (File No. 33-55828), filed
          with the Commission on November 23, 1993)
  
   *5.1   Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding the
          legality of the securities being registered
  
  *23.1   Consent of Deloitte & Touche LLP
  
  *23.2   Consent of Wipfli Ullrich Bertelson
  
   23.3   Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included in
          Exhibit 5.1)
  
   24.1   Power of Attorney (set forth on the signature page)
  
  --------------
  
  *Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 85784}]
metadata_filer: {"company-data": {"conformed-name": "TUFCO TECHNOLOGIES INC", "cik": "0000895329", "assigned-sic": "2670", "irs-number": "391723477", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44539", "film-number": "98509457"}, "business-address": {"street1": "4750 SIMONTON", "street2": "P O BOX 23500", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9727891079"}, "mail-address": {"street1": "4750 SIMONTON RD", "city": "DALLAS", "state": "TX", "zip": "75244"}}
text: 1
       As filed with the Securities and Exchange Commission on January 20, 1998
  ================================================================================
                                                             REGISTRATION NO. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              TUFCO TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
                                      DELAWARE
           (State or other jurisdiction of incorporation or organization)
  
                                     39-1723477
                        (I.R.S. Employer Identification No.)
  
                                 4800 SIMONTON ROAD
                                 DALLAS, TEXAS 75244
                 (Address of Principal Executive Offices) (Zip Code)
  
            TUFCO TECHNOLOGIES, INC. 1992 NON-QUALIFIED STOCK OPTION PLAN
        TUFCO TECHNOLOGIES, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                                (Full title of plans)
                              -------------------------
  
                                 GREGORY L. WILEMON
                               CHIEF FINANCIAL OFFICER
                                 4800 SIMONTON ROAD
                                 DALLAS, TEXAS 75244
                                   (972) 789-1079
                        (Name, address, and telephone number,
                     including area code, of agent for service)
                              -------------------------
  
                                     Copies to:
                                    Gina E. Betts
                    Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                            2001 Ross Avenue, Suite 3000
                              Dallas, Texas 75201-8001
                                   (214) 849-5500
                              -------------------------
  
                           CALCULATION OF REGISTRATION FEE
  =======================================================================================================================
                 Title of                            Amount       Proposed Maximum   Proposed Maximum          Amount of
                Securities                           to be         Offering Price       Aggregate            Registration
             to be Registered                      Registered       Per Share (1)    Offering Price (1)           Fee
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value                     500,000            (1)              $4,256,131            $ 1,256
  =======================================================================================================================
  (1)  Estimated solely for the purpose of calculating the registration fee (i)
       pursuant to Rule 457(h) on the basis of the exercise price per share of
       outstanding options for 10,000 shares at $11.00 per share, outstanding 
       options for 70,000 shares at $9.50 per share, outstanding options for 
       18,830 shares at $9.00 per share, outstanding options for 14,000 shares at
       $7.25 per share, outstanding options for 82,396 shares at $7.00 per share,
       outstanding options for 58,886 shares at $6.75 per share, outstanding
       options for 14,000 shares at $6.25 per share, outstanding options for
       12,000 shares at $5.00 per share, outstanding options for 1,235 shares at
       $4.86 per share, outstanding options for 14,583 shares at $4.80 per share,
       outstanding options for 7,575 shares at $4.65 per share, and outstanding
       options for 21,622 shares at $4.50 per share, and (ii) pursuant to Rule
       457(c) and (h) for the remaining 184,873 shares registered hereunder based
       upon the average ($10.75) of the high ($10.75) and low ($10.75) sales
       prices for the Registrant's Common Stock on the National Association of
       Securities Dealers, Inc. Automated Quotation System National Market System
       on January 12, 1998.
       ===========================================================================
  2
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
       The documents containing the information specified in "Item 1. Plan
  Information" and "Item 2. Registrant Information and Employee Plan Annual
  Information" of Form S-8 will be sent or given to participants of the Tufco
  Technologies, Inc. (the "Company") 1992 Non-Qualified Stock Option Plan, as
  amended (the "NQO Plan"), and the Company's 1993 Non-Employee Director Stock
  Option Plan (the "Outside Director Plan") as specified by Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). Such documents are
  not required to be and are not filed with the Securities and Exchange Commission
  either as part of this Registration Statement or as a prospectus or prospectus
  supplement pursuant to Rule 424 of the Securities Act and the Note to Part I of
  Form S-8. These documents and the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II of Form S-8, taken
  together, constitute a prospectus that meets the requirements of Section 10(a)
  of the Securities Act.
  
       This Registration Statement also contains a Reoffer Prospectus, which has
  been prepared in accordance with the requirements of Part I of Form S-3 and,
  pursuant to General Instruction C of Form S-8, may be used for reofferings and
  resales of the Company's Common Stock (i) to be acquired by "affiliates" of the
  Company upon the exercise by such affiliates of options heretofore or hereafter
  granted under the NQO Plan or the Outside Director Plan and (ii) acquired by
  employees of the Company who exercised options granted under the NQO Plan prior
  to the date of the filing of this Registration Statement.
  3
  
                                 REOFFER PROSPECTUS
  
                                  131,633 SHARES
  
                              TUFCO TECHNOLOGIES, INC.
  
                                    COMMON STOCK
                             (PAR VALUE $0.01 PER SHARE)
  
       This Reoffer Prospectus (this "Prospectus") relates to the offer and sale
  from time to time (the "Offering") by (i) certain executive officers and
  non-employee directors of Tufco Technologies, Inc., a Delaware corporation (the
  "Company"), who may be deemed "affiliates" of the Company as defined in Rule 405
  under the Securities Act of 1933, as amended (the "Securities Act"), and (ii)
  certain employees and former employees of the Company (collectively, the
  "Selling Stockholders") of an aggregate of [101,071] shares (the "Reoffer
  Shares") of common stock, par value $0.01 per share, of the Company (the "Common
  Stock"). The Reoffer Shares offered hereby are shares of Common Stock that have
  been or may be acquired by the Selling Stockholders upon exercise of stock
  options granted to the Selling Stockholders pursuant to the Company's 1992
  Non-Qualified Stock Option Plan, as amended (the "NQO Plan"), or the Company's
  1993 Non-Employee Director Stock Option Plan (the "Outside Director Plan").
  
       The Selling Stockholders, or pledgees, donees, transferees or other
  successors in interest thereto, may sell the Reoffer Shares from time to time to
  purchasers directly. Alternatively, the Selling Stockholders may sell the
  Reoffer Shares in one or more transactions (which may involve one or more block
  transactions) on the National Association of Securities Dealers, Inc. Automated
  Quotation System ("Nasdaq"), in sales occurring in the public market through
  Nasdaq, in separately negotiated transactions, or in a combination of such
  transactions. Each sale may be made either at market prices prevailing at the
  time of such sale or at negotiated prices. Some or all of the Reoffer Shares may
  be sold through brokers acting on behalf of the Selling Stockholders or to
  dealers for resale by such dealers, and in connection with such sales, such
  brokers or dealers may receive compensation in the form of discounts or
  commissions from the Selling Stockholders or the purchasers of such Reoffer
  Shares for whom they may act as broker or agent (which discounts or commissions
  are not anticipated to exceed those customary in the types of transactions
  involved). Any securities covered by this Prospectus that qualify for sale
  pursuant to Rule 144 under the Securities Act may be sold, however, under Rule
  144 rather than pursuant to this Prospectus.
  
       All expenses of registration incurred in connection with this Offering are
  being borne by the Company, but all brokerage commissions, discounts and other
  expenses incurred by individual Selling Stockholders will be borne by each such
  Selling Stockholder. The Company will not receive any proceeds from the sale of
  the Reoffer Shares by the Selling Stockholders.
  
       The Selling Stockholders and any dealer participating in the distribution
  of any Reoffer Shares or any broker executing selling orders on behalf of the
  Selling Stockholders may be deemed to be "underwriters" within the meaning of
  the Securities Act, in which event any profit on the sale of any or all of the
  Reoffer Shares by them and any discounts or commissions received by any such
  brokers or dealers may be deemed to be underwriting discounts and commissions
  under the Securities Act.
  
       The Common Stock is traded on the Nasdaq National Market System ("Nasdaq
  National Market") under the symbol "TFCO." On January 12, 1998, the closing
  price of the Common Stock as reported on the Nasdaq National Market was $10.75
  per share.
  
  SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF MATERIAL RISKS RELEVANT TO AN
  INVESTMENT IN THE COMMON STOCK.
  
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION 
                OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 
                     ANY REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.
  
                   The date of this Prospectus is January 20, 1998
  4
  
                                AVAILABLE INFORMATION
  
       The Company has filed with the Securities and Exchange Commission (the
  "Commission") a Registration Statement on Form S-8 under the Securities Act and
  the rules and regulations promulgated thereunder with respect to the securities
  offered pursuant to this Prospectus. This Prospectus, which is part of the
  Registration Statement, does not contain all of the information set forth in the
  Registration Statement and the exhibits and schedules thereto. For further
  information with respect to the Company and the securities offered hereby,
  reference is made to the Registration Statement and such exhibits and schedules.
  Statements contained in this Prospectus or in any document incorporated by
  reference herein as to the contents of any contract or other document referred
  to herein or therein are not necessarily complete, and each such statement is
  qualified in its entirety by reference to the full text of such contract or
  document.
  
       The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith, files reports, proxy and information statements and other information
  with the Commission. Such reports, proxy and information statements and other
  information and the Registration Statement of which this Prospectus is a part
  and exhibits and schedules thereto filed by the Company with the Commission can
  be inspected and copied at the Public Reference Section of the Commission at
  Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
  at the regional offices of the Commission located at Seven World Trade Center,
  13th Floor, New York, New York 10048 and at Citicorp Center, 500 West Madison
  Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
  obtained by mail from the Public Reference Section of the Commission at
  Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
  rates. The Commission also maintains a Web site at (http://www.sec.gov) that
  contains reports, proxy and information statements and other information
  regarding registrants that file electronically with the Commission. In addition,
  certain material filed by the Company can be inspected at the NASD Public
  Reference Room of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006-1506.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
       The following documents filed by the Company with the Commission (File No.
  0-21018) are incorporated by reference herein and shall be deemed to be a part
  hereof:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended September 30,
            1997; 
  
       (b)  Current Report on Form 8-K dated November 13, 1997 and filed with the
            Commission on November 26, 1997; and
  
       (c)  The description of the Common Stock contained in the Company's
            Registration Statement on Form 8-A filed with the Commission on
            December 16, 1992.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
  prior to the termination of this Offering shall be deemed to be incorporated by
  reference in this Prospectus and to be a part hereof from the date of the filing
  of such documents. Any statement contained in a document incorporated by
  reference shall be deemed to be modified or superseded for purposes of this
  Prospectus to the extent that a statement contained herein or in any other
  subsequently filed incorporated document modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Prospectus.
  
       UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS IS
  DELIVERED, INCLUDING ANY BENEFICIAL OWNER, THE COMPANY WILL PROVIDE, WITHOUT
  CHARGE, A COPY OF THE DOCUMENTS WHICH HAVE BEEN INCORPORATED BY REFERENCE IN
  THIS PROSPECTUS (OTHER THAN EXHIBITS THERETO UNLESS SUCH EXHIBITS ARE
  SPECIFICALLY INCORPORATED BY REFERENCE IN ANY SUCH DOCUMENT THAT THIS PROSPECTUS
  INCORPORATES). REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO GREGORY L.
  WILEMON, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER, SECRETARY AND
  TREASURER, TUFCO TECHNOLOGIES, INC., 4800 SIMONTON ROAD, DALLAS, TEXAS 75244,
  TELEPHONE NUMBER (972) 789-1079, FAX NUMBER (972) 789-1586.
  
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                                    RISK FACTORS
  
       An investment in the Common Stock involves various risks. Prospective
  investors should carefully consider the following information in conjunction
  with the other information contained or incorporated by reference in this
  Prospectus before making a decision to purchase any Reoffer Shares. This
  Prospectus, including incorporated documents, contains forward-looking
  statements within the meaning of Section 27A of the Securities Act and Section
  21E of the Exchange Act. The Company's actual results could differ materially
  from those set forth in the forward-looking statements. Certain factors, among
  others, which may cause such a difference are set forth below.
  
  CONTROLLING STOCKHOLDERS
  
       As of January 12, 1998, Robert J. Simon, the Chairman of the Board of
  Directors of the Company, beneficially owned approximately 59.50% of the issued
  and outstanding Common Stock (assumes conversion of the non-voting Common Stock
  held by an affiliate of Mr. Simon), and the directors and executive officers of
  the Company as a group, including Mr. Simon, beneficially owned approximately
  70.10% of the issued and outstanding Common Stock (assumes conversion of the
  non-voting Common Stock held by an affiliate of Mr. Simon). Consequently, these
  stockholders exercise a controlling influence over the business and affairs of
  the Company, including, but not limited to, having sufficient voting power to
  control the election of the entire Board of Directors of the Company, to amend
  the Company's Restated Certificate of Incorporation, to determine, in general,
  the outcome of any corporate transaction or other matter submitted to the
  stockholders for approval, including a merger, consolidation or sale of all or
  substantially all of the Company's assets, and to otherwise prevent or cause a
  change in control of the Company.
  
  CERTAIN RESTRICTIONS IMPOSED BY LENDERS
  
       Certain loan agreements relating to outstanding indebtedness of the Company
  contain numerous restrictive covenants, including, among other things,
  requirements to maintain specific levels of cash flow and limitations on capital
  expenditures, stock purchases, mergers and the payment of dividends. The
  Company's failure to comply with its obligations under these loan agreements, or
  under similar agreements relating to indebtedness incurred in the future, could
  result in an event of default under such agreements (unless waived by the
  lender), which could permit acceleration of the related indebtedness under other
  financing arrangements that contain cross- acceleration or cross-default
  provisions. Additionally, as a result of these restrictive covenants, the
  Company may be prevented from engaging in transactions that might otherwise be
  considered beneficial to the Company and its stockholders.
  
  LACK OF DIVIDENDS
  
       The Company has never paid dividends on its Common Stock. Additionally, as
  discussed in " -- Certain Restrictions Imposed by Lenders" above, certain loan
  agreements relating to outstanding indebtedness of the Company contain
  restrictive covenants on the payment of dividends. The Company does not intend
  to pay any cash dividends in the foreseeable future.
  
  NO ASSURANCE OF SUCCESSFUL EXPANSION BY ACQUISITION; RISKS GENERALLY ASSOCIATED
  WITH ACQUISITIONS
  
       An element of the Company's growth strategy is to expand through selected
  strategic acquisitions of complementary product lines or businesses, as well as
  through internal growth. There can be no assurance, however, that suitable
  candidates will be identified, that acquisitions can be consummated on
  acceptable terms, that appropriate financing can be arranged on terms favorable
  to the Company or that any acquired company can be integrated successfully into
  the Company's operations. Acquisitions also include a number of special risks,
  including the diversion of management's attention to the assimilation of the
  operations and the assimilation and retention of the personnel of the acquired
  company and potential adverse short-term effects on the Company's operating
  results.
  
       Further, the Company may be competing for acquisition opportunities with
  entities that have substantially greater financial resources than the Company
  and a broader geographic knowledge base. These entities also may generally be
  able to accept more risk than the Company can prudently manage. Thus,
  competition may generally reduce the number of suitable acquisition
  opportunities available to the Company. The inability of the Company to
  successfully finance, complete and 
  
                                         3
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  integrate strategic acquisitions in a timely manner could have an adverse
  impact on the Company's ability to effect a portion of its growth strategy and
  could limit the Company's future revenues and earnings growth potential.
  
  RAW MATERIALS
  
       The Company's primary raw material is base paper. The supply and price of
  base paper are dependent upon a variety of factors that are not in the Company's
  control, including environmental and conservation regulations, natural
  disasters, such as forest fires and hurricanes, and weather. Although the
  Company believes it has maintained excellent relationships with its primary
  suppliers and has not experienced difficulties obtaining raw materials in the
  past, there can be no assurance that the Company will be able to continue to do
  so in the future. Further, although the Company has been historically successful
  in passing most of the price increases of raw materials on to its customers,
  there can be no assurance that it will be able to do so in the future.
  
  COMPETITION AND UNCERTAINTY OF CONTINUING MARKET
  
       The Company competes with other companies in business imaging paper
  products, custom converting, specialty printing and paint sundry products
  businesses. Many of these companies have greater resources than the Company.
  There can be no assurance that the Company will be able to continue to compete
  successfully in its markets. Moreover, the Company's customers, many of which
  have greater resources than the Company, may elect to develop their own in-house
  capabilities for the products and services presently provided to them by the
  Company. Additionally, the Company's ability to participate in future growth of
  its markets will be dependent upon its ability to maintain a competitive
  technological position. While the Company believes that it has developed unique
  production methods through the use of technical know-how, especially in the
  custom converting and specialty printing areas, there can be no assurance that
  others will not develop similar or better methods. If this occurs and the
  Company is not able to respond successfully to such competition, the Company may
  lose key customers, which would materially adversely affect the Company's
  business, financial condition and results of operations.
  
  RELIANCE UPON PROPRIETARY KNOWLEDGE
  
       The Company relies extensively on its experience and proprietary technical
  know-how. There can be no assurance that the Company will be able to protect
  such information and, to the extent that such information may be disclosed, the
  Company's business, financial condition and results of operations could be
  adversely affected.
  
  AUTHORIZATION OF PREFERRED STOCK AND POSSIBLE ANTI-TAKEOVER EFFECT
  
       The Company's Restated Certificate of Incorporation authorizes the issuance
  of "blank check" preferred stock with such designations, rights and preferences
  as may be determined from time to time by the Board of Directors of the Company.
  Accordingly, the Company's Board of Directors is empowered, without stockholder
  approval, to issue preferred stock with dividend, liquidation, conversion,
  voting or other rights which could adversely affect the voting power or other
  rights of the holders of the Company's Common Stock. Holders of Common Stock
  have no preemptive rights to subscribe for a pro rata portion of any capital
  stock that may be issued by the Company. In the event of issuance, the preferred
  stock could be utilized, under certain circumstances, as a method of
  discouraging, delaying or preventing a change in control of the Company that the
  holders of Common Stock might desire or that might otherwise result in the
  holders of Common Stock receiving a premium for their shares. Although the
  Company has no present intention to issue any preferred stock, there can be no
  assurance that the Company will not do so in the future.
  
  DEPENDENCE ON KEY PERSONNEL
  
       The Company is dependent on the retention of, and continued performance by,
  its senior management, particularly Mr. Louis LeCalsey, III, its President and
  Chief Executive Officer and a member of the Company's Board of Directors, and
  Mr. Gregory L. Wilemon, its Chief Financial Officer, Chief Operating Officer,
  Secretary and Treasurer. The Company believes that the loss of the services of
  either of these officers could have a material adverse effect on the Company.
  The Company has employment agreements with each of Messrs. LeCalsey and Wilemon,
  which expire on September 30, 1999.
  
                                         4
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  NO LIMITATION ON AMOUNT OF DEBT THAT MAY BE INCURRED AND POSSIBLE INABILITY
  TO REPAY DEBT
  
       No Limitation on Debt and Increased Indebtedness. The Company's
  organizational documents do not contain any limitation on the amount or
  percentage of indebtedness that the Company can incur. Assuming there are no
  contractual limitations on the incurrence of debt, the Company could become more
  highly leveraged, resulting in an increase in debt service that would result in
  an increased risk of default on its obligations. An increase of the Company's
  debt may adversely affect the Company's ability to access debt as well as equity
  capital markets in the future due to the resulting decreased ability to service
  debt.
  
       Debt Financing. The Company is subject to the risks normally associated
  with debt financing, including the risk that the Company will be unable to meet
  required payments of principal and interest, the risk that existing indebtedness
  (which may not be fully amortized at maturity) might not be able to be
  refinanced or that the terms of such refinancing may not be as favorable as the
  terms of existing indebtedness.
  
       Certain of the Company's debt now provides, and may in the future provide,
  for variable interest rates. To the extent that the Company has variable
  interest rate debt, the Company is exposed to the risk of interest rate
  fluctuations and, consequently, an increase in interest expense. An increase in
  interest expense could have a material adverse impact on the Company's
  operations and profitability, as well as adversely affect the value of the
  Common Stock.
  
  CHANGES IN POLICIES
  
       The major policies of the Company, including its policies with respect to
  acquisitions, financing, growth, operations, development, debt capitalization
  and distributions, are determined by its Board of Directors. Although the
  Company's Board of Directors has no present intention to do so, these policies
  may be amended or revised at any time and from time to time at the discretion of
  the Board of Directors without a vote of the stockholders of the Company.
  Accordingly, shareholders will have no control over changes in these and similar
  policies of the Company, and changes in the Company's policies may not fully
  serve the interest of all stockholders. Additionally, a change in these policies
  could adversely affect the Company's financial condition and results of
  operations and the market price of the Common Stock.
  
  EFFECT OF ENVIRONMENTAL REGULATIONS
  
       The Company's operations are subject to federal, state and local
  environmental laws and regulations that impose limitations on the discharge of
  pollutants into the air and water and establish standards for the treatment,
  storage and disposal of hazardous and non-hazardous wastes. The Company cannot
  predict with certainty its total future expenditures for environmental
  compliance because of continuously changing technology and compliance standards
  and interpretations thereof by governmental authorities and courts. If the
  Company fails to comply with environmental laws and regulations, it could be
  subject to liability ranging from monetary damages to injunctive action, which
  could materially adversely affect the Company's business. Future changes to
  environmental laws could have a material adverse effect on the Company's
  business, financial condition and results of operations. The Company does not
  currently have any environmental impairment insurance coverage and does not
  anticipate obtaining such coverage in the future.
  
  SHARES AVAILABLE FOR FUTURE SALE
  
       No prediction can be made as to the effect, if any, that future sales of
  Common Stock, or the availability of shares of Common Stock for future sale,
  will have on the market price of the Common Stock prevailing from time to time.
  Sales of substantial amounts of Common Stock (including shares issued upon the
  exercise of stock options), or the perception that such sales could occur, could
  adversely affect prevailing market prices for the Common Stock.
  
  YEAR 2000 SYSTEMS ISSUES
  
       Many existing computer programs use only two digits to identify a year in
  the date field, and if not corrected, many computer applications could fail or
  create erroneous results by or at the year 2000. Left uncorrected, year 2000
  systems issues could have a material negative impact on the Company's operations
  and its profitability.
  
       In response to ongoing business needs, the Company has begun implementing a
  new Enterprise Resource Planning System, and the year 2000 issue was one of the
  design pre-requisites for this new system. As of September 30, 1997, 
  
                                         5
  8
  
  the Company has spent $1.2 million for hardware, software and consulting
  services related to the project, and management estimates it will spend an
  additional $0.4 million for the actual conversion to the new system which is
  scheduled to begin in fiscal 1998 and to be completed in fiscal 1999. While the
  Company has taken every precaution to ensure that the new information system
  will operate properly in the year 2000, management has relied on assurances and
  warranties by its hardware and software vendors. As such, the Company cannot
  rule out the possibility of year 2000 issues. The Company will continue to test
  its new systems for year 2000 compliance throughout the implementation process.
  
                                         6
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                                     THE COMPANY
  
  GENERAL
  
       The Company manufactures and distributes business imaging paper products
  and tissues, towels and wipes for public use facilities, provides diversified
  custom converting and specialty printing services, and distributes paint sundry
  products used in home improvement projects. Since 1992 and until its
  restructuring on February 7, 1997, the Company operated as three wholly-owned
  subsidiaries, Tufco Industries, Inc., Executive Converting Corporation ("ECC")
  and Hamco Industries, Inc. ("Hamco"). On January 28, 1994, the Company completed
  an initial public offering in which the Company issued and sold 900,000 shares
  of its Common Stock, and certain stockholders of the Company sold 50,000 shares
  of Common Stock. Contemporaneously with the closing of the Company's public
  offering, the Company acquired, through ECC, substantially all of the assets of
  Executive Roll Manufacturing, Inc., d/b/a Executive Converting Corporation, for
  $7.5 million and 127,778 shares of Common Stock. On August 23, 1995, the Company
  acquired, through Hamco, substantially all of the assets of Hamco, Inc. for
  approximately $12.9 million in cash. On February 7, 1997, the Company
  reorganized its corporate structure to better serve its business needs. Through
  this restructuring, the net assets of Tufco Industries, Inc., ECC and Hamco were
  transferred to Tufco, L.P., a Nevada limited partnership, in which Tufco Tech,
  Inc., which is wholly owned by the Company, is the sole managing general
  partner.
  
       The Company manufactures a wide range of printed and unprinted business
  imaging paper products for a variety of business needs and offers a wide array
  of custom converting services for industrial uses including thermal laminating,
  precision slitting and rewinding, folding, precision sheeting and packaging for
  delivery to the end user. Its specialty printing services provide wide web,
  multi-color flexographic and letterpress printing and adhesive laminations to
  industrial users and resale distributors. The Company also manufactures a
  complete line of tissues, towels and wipes which are sold through its
  Away-From-Home sector, and the Company's Paint Sundries sector manufactures and
  distributes products used by professional painters and do-it-yourself home
  owners.
  
       The Company was incorporated in the State of Delaware in 1992 to acquire
  Tufco Industries, Inc. Although the Company was organized in 1992, the business
  conducted by Tufco Industries, Inc. has been in continuous operation since 1974.
  In November 1997, the Company purchased all of the outstanding stock of Foremost
  Manufacturing, Inc., a St. Louis-based manufacturer and distributor of paint
  sundries. The Company has become a leading manufacturer of value-added custom
  paper products and specialty printing services, and it has the most complete
  line of paint sundry products in the industry. The Company's principal executive
  offices are located at 4800 Simonton Road, Dallas, Texas 75244, and its
  telephone number is (972) 789-1079.
  
  PRODUCTS AND SERVICES
  
       The Company markets its products and services through four market sectors:
  Business Imaging paper products, Custom Converting services, Away-From-Home
  products, and Paint Sundry products. The Company conducts operations from five
  manufacturing and distribution locations in Green Bay, Wisconsin; Manning, South
  Carolina; Dallas, Texas; Newton, North Carolina and St. Louis, Missouri.
  
       Business Imaging Market Sector. The Company produces and distributes a wide
  variety of printed and unprinted paper products used in business imaging
  equipment in market sectors including architectural and engineering design, high
  speed data processing, point of sale, automatic teller machines and a variety of
  office equipment. The Company's products include roll products ranging in length
  from 150 feet to 3500 feet and in widths from 1 inch to 54 inches. Additionally,
  the Company produces precision-sheeted products ranging in size from 11 by 17
  inches to 65 by 65 inches. The Company's products are available in a wide range
  of paper grades including a variety of weights of bond paper, thermal imaging
  papers, fine vellums and films and multi-part forms.
  
       Custom Converting Market Sector. The Company has custom converting
  capability at three locations: Green Bay, Wisconsin; Dallas, Texas; and Newton,
  North Carolina.
  
       The Company's converting capabilities at its Green Bay facilities include
  thermal and adhesive laminating, slitting, rewinding, cutting, and folding.
  These facilities custom convert a wide array of materials, including
  polyethylene films, non-woven materials, paper, and tissue and toweling for the
  industrial converting market. Products include operating room 
  
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  towels, reinforced towels (towels with a polyethylene or polypropylene mesh to
  provide strength and durability), industrial wipes, medical drapes, feminine
  hygiene components, specialty roll and large roll tissue and toweling products,
  polyethylene and paper dropcloths, car wash and golf towels, and window
  insulation products. The Company's winders can convert rolls of material up to
  132 inches wide and slit widths as narrow as 3 inches. The Company has also
  invested in equipment to perform thermal lamination to bond various material
  substrates up to 120 inches wide, such as multi-ply dropcloths, reinforced
  material and breathable moisture barrier wraps. Machinery and equipment at the
  Green Bay facility have the capability, developed by the Company's in-house
  engineers and technical personnel, to combine or modify various substrates
  through the use of precise temperature and pressure control.
  
       The Company's Green Bay facility offers value-added specialty printing and
  related graphic arts services, including pre-press work, sheeting, calendering,
  printing, finishing, and thermal and adhesive laminating. The Company provides
  multi-color printing that uses computerized control to maintain a high level of
  print quality. The Company focuses on specialty printing projects such as paper
  tablecovers, food and gift-wraps, feminine hygiene components, printed release
  liners, and novelty and holiday bathroom tissue.
  
       Green Bay's pre-press staff prepares projects for printing to customer
  specifications. The Company uses the customer's preliminary artwork and arranges
  or performs all preparatory processes for camera ready art, plate making,
  layout, plate mounting, and other related services.
  
       The Green Bay presses use flexographic and letterpress processes and can
  print on a wide range of media from lightweight tissue or non-wovens to
  heavyweight paperboard. The Company utilizes five wide-web presses of various
  sizes, three of which are capable of six-color printing. The Company uses
  water-based and oil-based inks. The presses can accommodate widths up to 82
  inches for one-sided printing and are capable of simultaneous two-sided printing
  for widths up to 51 inches. The Company also uses a web press system that
  includes in-line operations to produce thermal and adhesive composite lamination
  or to apply specialty coatings. The presses have a variety of print cylinders
  that provide the Company with the flexibility to meet customer needs, utilizing
  lower cost rubber printing plates that allow the Company to maintain quality and
  achieve a competitive pricing advantage for low volume jobs relative to printers
  using engraved printing cylinders.
  
       The Company's Dallas facility has converting capabilities that include
  precision slitting, rewinding, sheeting, specialty packaging, folding,
  perforating, and trimming. These capabilities are directed toward converting
  fine paper materials including specialty and fine printing papers and
  paperboards, thermal papers, polyester films, and coated products.
  
       The Dallas facility's custom converting services include final packaging of
  products, including items on which the Company has performed other converting or
  specialty printing services. Packaging capabilities include high quality bulk
  skid wrapping, vacuum-sealed carton packed sheets, poly-paper and poly-film
  wrapping, and shrink-film packaging. The flexibility of the equipment at the
  Dallas facility and the packaging alternatives that the Company can provide its
  customers produce finished products that meet and exceed a varied range of
  customer specifications and requirements. The Company's Dallas custom converting
  services have grown due to the addition of a state-of-the-art Jagenberg sheeter
  with specialty paper and paperboard sheeting capabilities and the investment in
  a custom designed rewinder for thermal papers and films.
  
       The Company's Newton facility has converting capabilities which include
  precision slitting and rewinding of paper rolls in a large variety of sizes
  which include variables in width, diameter, core size, single or multi-ply, and
  occasionally color. All of the rolls can be printed on one side or both,
  providing the customer with advertising, promotional or security features.
  
       The Company's Newton facility also produces a full range of papers for use
  in bank proof or teller machines, including fan-fold forms, cards and printed
  rolls of various sizes and types. Additionally, the Company produces an
  extensive selection of standard and customized guest checks for use in the
  restaurant industry, and the Company's Newton facility owns equipment which
  enables the Company to produce a wide variety of multi-part business forms.
  
       Away-From-Home Market Sector. The Company's Away-From-Home market sector
  manufactures and distributes a complete line of tissues, towels and wipes used
  in washrooms and workstations in public facilities such as hotels, offices,
  restaurants, stadiums, manufacturing plants and home improvement centers. The
  Company does not intend to compete against the large national integrated paper
  companies. Instead, the Company's strategy is to provide regional distributors
  with a high quality, reasonably priced line of products which can be sold to
  small local or regional customers who are 
  
                                         8
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  currently serviced by regional converters. Because of its investment in winding
  and folding assets, the Company believes it is the only converter which can
  offer a complete array of away-from-home products to these customers, and by
  taking advantage of its greater national distribution capabilities, the Company
  can offer improved levels of service and responsiveness.
  
       Paint Sundry Market Sector. The Company's Manning and St. Louis facilities
  manufacture and distribute home improvement products that are sold to paint and
  hardware distributors, home centers, and retail paint stores. To provide its
  customers with the industry's most complete line of paint sundry products, the
  Company supplements the products it manufactures by distributing products
  manufactured for the Company by others. Consumer disposable products include
  polyethylene, paper and canvas dropcloths, latex and vinyl gloves, paint
  strainers, and other allied items. These products are often used by homeowners
  performing do-it-yourself home improvement projects, contractors and painting
  professionals. The Company also sells a line of masking paper products for the
  automotive aftermarket. The Company has increased sales of consumer disposables
  by continually broadening and improving its product line, thereby allowing
  customers to consolidate their orders with a single vendor. In addition, the
  Company has attracted large buying groups through various volume incentives. To
  further increase sales, the Company developed a proprietary point of sale
  display, the "TUFPRO Paint Management System" that places in one location all of
  the necessary supplies (other than paint and brushes) for a typical home
  painting project.
  
  MANUFACTURING AND OPERATIONS
  
       In producing and distributing its line of Business Imaging Products, the
  Company works closely with various Original Equipment Manufacturers ("OEMs") to
  develop products which meet or exceed the requirements of the imaging equipment.
  The Company then produces and stocks a full line of paper products to meet the
  needs of the users of the imaging equipment. With regard to its Custom
  Converting operations, the Company either utilizes product specifications
  provided by its customers or teams with its customers to develop specifications
  which meet customer requirements. Generally, the product begins with a flexible
  substrate, which is a base material such as a non-woven material, paper, or
  polyethylene. The Company applies one or more of its custom converting or
  specialty printing services that it has developed over a period of years through
  its distinctive technical knowledge to add value to these materials.
  
       The Company's growth has been supported by its substantial capital
  investment in new facilities and machinery and equipment. During the past four
  years, the Company spent over $8 million on capital expenditures at its four
  locations and approximately $21 million to acquire the assets of ECC and Hamco.
  The Company has added two Perini winders, a Jagenberg sheeter, an Elsner folder,
  an Elsner rewinder and various printing equipment. Included in this total, the
  Company has spent over $2 million to enhance the capabilities of its state of
  the art thermal laminator. Through the Company's expenditures on new equipment,
  it has increased both its manufacturing capacity and the range of its
  capabilities. The Company believes it has sufficient capacity to meet its growth
  expectations.
  
           The Company's equipment can produce a wide range of sizes of production
  output to meet unique customer specifications. The custom converting equipment
  can accommodate web widths from 3 inches to 132 inches. Its folding equipment
  can fold from 6 inches to 120 inches by 240 inches, in one-inch increments. The
  Company's printing presses perform flexographic and letterpress processes and
  print from one to six colors on webs as wide as 82 inches. Its fine printing
  paper and paperboard converting equipment includes state-of-the-art rewinders,
  sheeters, folders, perforators, and equipment that performs extensive packaging
  functions.
  
  SALES AND MARKETING
  
       The Company markets its products and services nationally through its 31
  full-time sales and service employees and 114 manufacturer's representatives and
  distributors. The Company's sales and service personnel are compensated on a
  base salary plus incentive bonus. The Company generally utilizes referrals and
  its industry reputation and presence to attract customers, and advertises on a
  limited basis in industry periodicals and shelter media and through cooperative
  advertising arrangements with its consumer disposables and fine paper converting
  services and products suppliers and customers.
  
       Customers generally purchase the Company's goods and services under
  project-specific purchase orders rather than long-term contracts; however,
  long-term contracts are customary when the Company is required to purchase
  special machinery or materials to complete an order. The Company's sales volume
  by quarter is subject to a limited amount of 
  
                                         9
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  seasonal fluctuation. Generally, the Company's sales volume and operating income
  are at their lowest levels in the first and second fiscal quarters and are
  generally higher in the third and fourth fiscal quarters.
  
       The customer base consists of approximately 1,000 companies, including
  large integrated paper companies, dealers and distributors of business imaging
  papers and away-from-home tissues and towels, and resellers of paint sundry
  products. There were no customers accounting for more than 10% of consolidated
  sales in fiscal 1997. Sales are generally made on a credit basis within limits
  set by the Company's executive management. The Company generally requires
  payment to be made within 30 days following shipment of goods.
  
  COMPETITION
  
       The Company believes the primary areas of competition for its goods and
  services are price, quality, production capacity and capability, capacity for
  prompt and consistent delivery, service, and continuing relationships. The
  Company believes that its key competitive advantages are product quality, quick
  response, rapid equipment set-up and turnaround time, long-standing customer
  relationships, broad customer base, highly engineered machinery and processes,
  production diversity and capacity, continuity of management, and experienced
  personnel. Management believes that there is no single competitor that offers
  the breadth and variety of products and services offered by the Company. In
  addition, customers benefit from the Company's ability to perform its multiple
  services and distribute from its national asset base, which reduces freight
  costs and increases product and service reliability through use of single source
  supplier on a national basis.
  
       Competitors for the Company's products and services vary based upon the
  products and services offered. In Business Imaging Products, the Company
  competes with small regional suppliers and a few large national firms. Based on
  management's assessment of the market, no single firm offers the breadth of
  products offered by the Company on a national basis. In the Company's industrial
  custom converting services, the Company believes that relatively few competitors
  offer a wider range of services or can provide them from a single source. With
  respect to the Company's specialty printing services and fine paper converting
  products, the competition consists primarily of numerous small regional
  companies. Management believes that the Company's capabilities in custom
  converting and specialty printing give it the flexibility, diversity, and
  capacity to compete effectively on a national basis with large companies and
  locally with smaller regional companies. The Company does not believe foreign
  competition is significant at this time in the custom converting and specialty
  printing lines. There is strong domestic competition and a modest amount of
  foreign competition in the manufacturing of Away-From-Home and paint sundry
  products.
  
       Although the Company does not engage in a significant amount of direct
  competition with large integrated paper companies that are its customers,
  management believes that there are inherent business risks in the expansion of
  sales to these customers, given their significant in-house production
  capabilities. The Company typically serves as a product development accelerator
  to these customers because as sales of specific converting services to these
  customers have grown, the customer may discontinue purchases from the Company
  and move production in-house due to the economies of scale having been attained.
  The Company believes that it is able to evaluate and anticipate adequately the
  timing of such changes. Moreover, the Company's strategy has been to emphasize
  the development of its product market sectors (Business Imaging, Away-From-Home
  and Paint Sundry) and to establish longer term contractual relationships in its
  Custom Converting sector in order to reduce the future exposure to sudden
  revenue loss due to the development of customers' in-house production capacity.
  
  PRODUCT DEVELOPMENT AND QUALITY CONTROL
  
       The Company works with its customers to develop new products and
  applications. The Company believes that a key factor in its success has been its
  willingness and distinctive technical competency to help customers experiment
  with various flexible substrates to develop materials with different attributes
  such as strength, flexibility, absorbency, breathability, moisture-resistance,
  and appearance. As a result, the Company's capabilities enable it to develop
  certain laminated substrates at lower costs than if the customers developed
  these products themselves. For example, a customer may request certain physical
  tests during trial runs that are performed by the Company's quality control
  personnel, often with the customer on site. Customers are charged for machine
  time use, materials, and operator time in the new product development process.
  After completing the development process, the Company prices a new product or
  service and designs an ongoing program that provides information to the customer
  such as quality checks, inventory reports, materials data, and production
  reports.
  
                                         10
  13
  
       The Company maintains a quality control laboratory that constantly monitors
  its production using statistical process controls ("SPC") to observe and measure
  quality effectiveness of its production processes, such as temperature, speed,
  tension, and pressure. The Company's rigid standards and use of SPC have allowed
  it to qualify for the GMP (Good Manufacturing Practices) designation from
  several customers, a quality control standard that these companies require
  before they will use a company for outsourcing. In addition, several of the
  Company's customers perform periodic audits at the Company's Green Bay facility
  to ensure that adequate quality control practices are in place at all times. The
  Company's Dallas quality control laboratory is part of a collaborative of 33
  laboratories sponsored by a large OEM that utilizes the Dallas facility for its
  production. The collaborative is utilized by that company to help set quality
  standards and ensure that its suppliers, like the Dallas facility, have in
  places the process reviews and controls necessary to ensure that quality
  products are being manufactured consistently.
  
  RAW MATERIALS AND SUPPLIERS
  
       The Company is not dependent on any particular supplier or group of
  affiliated suppliers for raw materials or for equipment needs. The Company feels
  it has excellent relationships with its primary suppliers, and the Company has
  not experienced difficulties in obtaining raw materials in the past. The
  Company's raw materials fall into four general groups: various paper stocks,
  inks for specialty printing, non-woven materials, and polyethylene films. There
  are numerous suppliers of all of these materials. To ensure quality control and
  consistency of its raw material supply, the Company's Dallas and Newton
  facilities receive fine paper stock primarily from two major paper companies
  instead of a greater number of companies.
  
       The Company's primary raw material, base paper, is subject to periodic
  price fluctuations. In the past, the Company has been successful in passing most
  of the price increases on to its customers, but management cannot guarantee that
  the Company will be able to do this in the future.
  
  ENVIRONMENTAL MATTERS
  
       The Company is subject to federal, state, and local environmental laws and
  regulations concerning emissions into the air, discharges into waterways, and
  the generation, handling, and disposal of waste materials. These laws and
  regulations are constantly evolving, and it is impossible to predict accurately
  the effect they may have upon the capital expenditures, earnings, and
  competitive position of the Company in the future. The Company believes that it
  complies with these laws and regulations in all material respects. The Company
  does not maintain environmental impairment insurance.
  
       The Company's past expenditures relating to environmental compliance have
  not had a material effect on the Company, nor does the Company expect that such
  expenditures relating to the Company's recently completed addition to its
  manufacturing facility will be material. Further growth in the Company's
  production capacity with a resultant increase in discharges and emissions may
  require capital expenditures for environmental control facilities in the future.
  The Company does not expect such expenditures to be material. No assurance can
  be given that future changes to environmental laws or their application will not
  have a material adverse effect on the Company's business or results of
  operations.
  
  EMPLOYEES
  
       At January 12, 1998, the Company had approximately 466 employees, of whom
  150 were employed at its Green Bay facility, 85 at its Manning facility, 78 at
  its Dallas facility, 53 at its St. Louis facility and 100 at its Newton
  facility. The Company has a non-union workforce and believes that its
  relationship with its employees is good.
  
                                         11
  14
  
                                SELLING STOCKHOLDERS
  
       The Reoffer Shares are shares of Common Stock that have been or may be
  acquired by the Selling Stockholders pursuant to either the Plan or the Outside
  Director Plan. Each Selling Stockholder will receive all of the net proceeds
  from the sale of his or her respective Reoffer Shares. There is no assurance
  that any of the Selling Stockholders will sell any or all of the Reoffer Shares.
  
       The following table sets forth (i) the name of each Selling Stockholder,
  (ii) the nature of his or her position, office, or other material relationship
  with the Company within the past three years, (iii) the number of shares of
  Common Stock beneficially owned by each Selling Stockholder as of January 12,
  1998, (iv) the number of shares of Common Stock offered by each Selling
  Stockholder hereunder, and (v) the number of shares and (if one percent or more)
  the percentage of Common Stock to be beneficially owned by each Selling
  Stockholder after this Offering.
  Shares Owned after
                                                                                                                  Offering
                                Relationship with              Number of Shares        Number of Shares     -------------------------
  Name                             the Company                       Owned              Offered Hereby      Number     Percentage (1)
  -----------------------    -----------------------          -----------------        ----------------     ------     --------------
  Robert J. Simon            Chairman of the Board              2,637,543 (2)(3)            8,000          2,629,543           57.40%
  
  Louis LeCalsey, III        Director, President and               76,044 (4)              37,190             38,854                *
                             Chief Executive Officer
  
  Samuel J. Bero             Director (5)                         204,000 (6)               4,000            200,000            4.37%
  
  Robert E. Coghan           Director                              11,842 (3)               8,000              3,842                *
  
  C. Hamilton Davison, Jr.   Director                              11,842 (3)               8,000              3,842                *
  
  Patrick J. Garland         Director                             211,841 (7)               6,000            205,841            4.49%
  
  Edward A. Leinss           Director                              17,605 (3)               8,000              9,605                *
  
  William J. Malooly         Director                              11,000 (3)               8,000              3,000                *
  
  Gregory L. Wilemon         CFO, COO, Secretary                   19,042 (8)              13,881              5,161                *
                             and Treasurer
  
  John V. Bonander           Vice President-                       27,202                  27,202                 0                 *
                             Corporate Development
  
  James Hounsell             Former Employee                        3,360                   3,360                 0                 *
  ------------
  
  * Ownership is less than 1% of the outstanding shares of Common Stock.
  
  (1)  The percentage ownership of each Selling Stockholder is based upon (i)
       3,709,495 issued and outstanding shares of Common Stock, (ii) the assumed
       conversion of 709,870 shares of non-voting common stock of the Company, par
       value $0.01 per share, which is convertible into Common Stock at any time
       on a one-for-one basis, and (iii) the assumed exercise of 161,408 shares of
       Common Stock that may be acquired upon the exercise of vested options. 
  
  (2)  Includes (i) 1,909,870 shares of Common Stock owned of record by Bradford
       Venture Partners, L.P. ("BVP"), as to which Mr. Simon is deemed to have
       beneficial ownership due to his having voting and dispositive power over
       such shares and (ii) 709,870 shares of Common Stock into which Mr. Simon's
       709,870 shares of non-voting common stock is convertible. Bradford
       Associates, a general partnership of which Mr. Simon is a partner, is the
       sole general partner of BVP and, as such, holds a 1% interest in BVP. 
  
  (3)  Includes 8,000 shares of Common Stock that may be purchased upon exercise
       of vested options.
  
  (4)  Includes 37,190 shares of Common Stock that may be purchased upon exercise
       of vested options. 
  
  (5)  Mr. Bero was the Company's President and Chief Executive Officer from
       November 1993 until he retired in July 1995.
  
  (6)  Includes 4,000 shares of Common Stock that may be purchased upon exercise
       of vested options.
  
                                         12
  15
  
  (7)  Includes 6,000 shares of Common Stock that may be purchased upon exercise
       of vested options. 
  
  (8)  Includes 13,881 shares of Common Stock that may be purchased upon exercise
       of vested options.
  
                                   USE OF PROCEEDS
  
       The Common Stock offered hereby is being registered for the account of the
  Selling Stockholders and, accordingly, the Company will not receive any of the
  proceeds from the sale of the Reoffer Shares by the Selling Stockholders.
  
                                PLAN OF DISTRIBUTION
  
       The Reoffer Shares may be sold from time to time to purchasers directly by
  any of the Selling Stockholders, or by their pledgees, donees, transferees or
  other successors in interest thereto. Alternatively, the Selling Stockholders or
  their pledgees, donees, transferees or other successors in interest thereto may
  sell the Reoffer Shares in one or more transactions (which may involve one or
  more block transactions) on Nasdaq, in sales occurring in the public market
  through Nasdaq, in separately negotiated transactions, or in a combination of
  such transactions. Each sale may be made either at market prices prevailing at
  the time of such sale or at negotiated prices. Some or all of the Reoffer Shares
  may be sold through brokers acting on behalf of the Selling Stockholders or to
  dealers for resale by such dealers, and in connection with such sales, such
  brokers or dealers may receive compensation in the form of discounts or
  commissions from the Selling Stockholders or the purchasers of such shares for
  whom they may act as broker or agent (which discounts or commissions are not
  anticipated to exceed those customary in the types of transactions involved).
  However, any securities covered by this Prospectus which qualify for sale
  pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
  than pursuant to this Prospectus. All expenses of registration incurred in
  connection with this Offering are being borne by the Company, but all brokerage
  commissions, discounts and other expenses incurred by individual Selling
  Stockholders will be borne by each such Selling Stockholder. The Company will
  not receive any of the proceeds from sales of the Reoffer Shares.
  
       The Selling Stockholders and any dealer participating in the distribution
  of any of the Reoffer Shares or any broker executing selling orders on behalf of
  the Selling Stockholders may be deemed to be "underwriters" within the meaning
  of the Securities Act, in which event any profit from the sale of any or all of
  the Reoffer Shares by them and any discounts or commissions received by any such
  brokers or dealers may be deemed to be underwriting discounts and commissions
  under the Securities Act.
  
       Any broker or dealer participating in any distribution of Reoffer Shares in
  connection with this Offering may be deemed to be an "underwriter" within the
  meaning of the Securities Act and, if so deemed, will be required to deliver a
  copy of this Prospectus, including a Prospectus Supplement, if required, to any
  person who purchases any of the Reoffer Shares from or through such broker or
  dealer.
  
       In order to comply with the securities laws of certain states, if
  applicable, the Reoffer Shares will be sold only through registered or licensed
  brokers or dealers, In addition, in certain states, the Reoffer Shares may not
  be sold unless they have been registered or qualified for sale in such state or
  an exemption from such registration or qualification requirement is available
  and is complied with.
  
                                    LEGAL MATTERS
  
       The legality of the Common Stock offered hereby will be passed upon for the
  Company by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Dallas, Texas.
  
                                       EXPERTS
  
       The consolidated financial statements of the Company for the fiscal years
  ended September 30, 1997 and 1996 included in the Company's Annual Report on
  Form 10-K for the fiscal year ended September 30, 1997 (the "1997 Form 10-K")
  and incorporated by reference in its Prospectus have been audited by Deloitte &
  Touche LLP, independent auditors, as stated in their report which is
  incorporated herein by reference, and have been so incorporated in reliance upon
  the report of such firm given upon their authority as experts in accounting and
  auditing.
  
       The consolidated financial statements of the Company for the fiscal year
  ended September 30, 1995 included in the 1997 Form 10-K and incorporated by
  reference in its Prospectus have been audited by Wipfli Ullrich Bertelson,
  
                                         13
  16
  independent auditors, as stated in their report which is incorporated herein by
  reference, and have been so incorporated in reliance upon the report of such 
  firm given upon their authority as experts in accounting and auditing.
  
                                         14
  17
       
            
  ================================================================================
  
       No dealer, salesperson or other person has been authorized to give any
  information or to make any representations other than those contained or
  incorporated by reference in this Prospectus, and, if given or made, such
  information or representation must not be relied upon as having been authorized
  by the Company or the Selling Stockholders. This Prospectus does not constitute
  an offer to sell or the solicitation of an offer to buy the securities by anyone
  in any jurisdiction in which such offer or solicitation is not authorized, or in
  which the person making the offer or solicitation is not qualified to do so, or
  to any person to whom it is unlawful to make such offer or solicitation. Neither
  the delivery of this Prospectus nor any sale made hereunder shall create an
  implication that the information contained or incorporated by reference herein
  is correct as of any time subsequent to its date.
  
                      ------------------
  
                       TABLE OF CONTENTS
  Page
  Available Information....................................2
  Incorporation of Certain Documents
    by Reference...........................................2
  Risk Factors.............................................3
  The Company..............................................7      
  Selling Stockholders....................................12
  Use of Proceeds.........................................13
  Plan of Distribution....................................13
  Legal Matters...........................................13
  Experts.................................................13
  ================================================================================
  
  ================================================================================
  
                                  131,633 SHARES
  
                              TUFCO TECHNOLOGIES, INC.
  
                                    COMMON STOCK
                            (PAR VALUE $0.01 PER SHARE)
  
                          --------------------------------
  
                                     PROSPECTUS
  
                          --------------------------------
  
                                  January 20, 1998
  ================================================================================
  18
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
          The following documents of Tufco Technologies, Inc. (the "Company")
  (File No. 0-21018) filed with the Securities and Exchange Commission (the
  "Commission") are hereby incorporated in this Registration Statement by
  reference:
  
          (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
               September 30, 1997;
  
          (b)  Current Report on Form 8-K dated November 13, 1997 and filed with
               the Commission on November 26, 1997; and
  
          (c)  The description of the Company's Common Stock, par value $0.01 per
               share, contained in the Company's Registration Statement on Form
               8-A, filed with the Commission on December 16, 1992 pursuant to
               Section 12(g) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act").
  
          All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to
  the filing of a post-effective amendment to this Registration Statement which
  indicates that all securities offered hereunder have been sold or which
  deregisters all such securities then remaining unsold shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such reports and documents.
  
          Any statement contained herein or in a document incorporated or deemed
  to be incorporated by reference herein shall 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 or is deemed to be incorporated by reference herein modifies or
  supersedes such earlier statement. Any statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  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 ("Section 145") of the Delaware General Corporation Law, as
  amended (the "DGCL"), permits indemnification of directors, officers, agents and
  controlling persons of a corporation under certain conditions and subject to
  certain limitations. Article Sixth of the Company's Restated Certificate of
  Incorporation and Article VII of the Company's Bylaws provide for the
  indemnification of directors, officers and other authorized representatives of
  the Company to the maximum extent permitted by the DGCL. Section 145 empowers a
  corporation to 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, by reason of the fact
  that he is or was a director, officer or agent of the corporation or another
  enterprise if serving at the request of the corporation. Depending on the
  character of the proceeding, a corporation may indemnify against expenses
  (including attorneys' fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred in connection with such action, suit or
  proceeding if the person indemnified 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. In the case of an action
  by or in the right of the corporation, no indemnification may be made with
  respect to 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
  Court of Chancery or the court in which such action or suit was brought shall
  determine that despite the adjudication of liability such person is fairly and
  reasonably entitled to indemnity for such expenses which the court shall deem
  proper. Section 145 further 
  
                                        II-1
  19
  provides that to the extent a director or officer of a corporation has been
  successful in the defense of any action, suit or proceeding referred to above or
  in the defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably incurred by
  him in connection therewith.
  
       The Company's Bylaws permit it to purchase insurance on behalf of any such
  person against any liability asserted against him and incurred by him in any
  such capacity, or arising out of his status as such, whether or not the Company
  would have the power to indemnify him against such liability under the foregoing
  provision of the Bylaws.
  
       The Company has entered into certain indemnification agreements with each
  of its directors (the "Indemnification Agreements"), which were ratified by the
  Company's stockholders. Each Indemnification Agreement provides that the Company
  indemnify the indemnitee to the fullest extent permitted under applicable law
  against all expenses and liabilities incurred in connection with any threatened,
  pending or completed legal action or proceeding resulting from the indemnitee's
  status as a director, officer, agent or employee of the Company or its
  subsidiaries. No amounts will be paid to the extent that such expenses are
  covered by directors' and officers' liability insurance purchased by the
  Company. Additionally, no amounts may be paid on account of conduct by the
  indemnitee as to which it is established by a judgment or other final
  adjudication adverse to the indemnitee (i) that the indemnitee acted in bad
  faith and in a manner he did not reasonably believe to be in or not opposed to
  the best interests of the Company and (ii) with respect to any criminal
  proceedings, that the indemnitee had no reasonable cause to believe his conduct
  was unlawful. Additionally, Robert J. Simon, a director of the Company who is
  affiliated with Bradford Ventures Ltd. is indemnified for his actions as a
  director of the Company by Bessemer Securities Corporation, which is the limited
  partner of Bradford Venture Partners, L.P.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933, as amended the "Securities Act"), may be permitted to directors,
  officers or persons controlling the Company as disclosed above, the Company has
  been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is therefore
  unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       With respect to the 128,273 restricted shares of Common Stock being
  reoffered by Messrs. Simon, LeCalsey, Bero, Coghan, Davison, Garland, Leinss,
  Malooly, Wilemon and Bonander pursuant to this Registration Statement, the
  issuance of these shares by the Company to these individuals was effected in
  reliance upon an exemption from registration under Section 4(2) of the
  Securities Act as a transaction by an issuer not involving a public offering.
  
  ITEM 8. EXHIBITS.
  
  4.1  Restated Certificate of Incorporation of the Company (Incorporated by
       reference to Exhibit 3.1 to Amendment No. 1 to the Company's Registration
       Statement on Form S-1 (File No. 33- 55828), filed with the Commission on
       November 23, 1993)
  
  4.2  Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the
       Company's Registration Statement on Form S-1 (File No. 33-55828), filed
       with the Commission on December 16, 1992)
  
  4.3  Tufco Technologies, Inc. 1992 Non-Qualified Stock Option Plan (Incorporated
       by reference to Exhibit 10.12 to the Company's Registration Statement on
       Form S-1 (File No. 33-55828), filed with the Commission on December 16,
       1992)
  
  4.4  Tufco Technologies, Inc. 1993 Non-Employee Director Stock Option Plan
       (Incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
       Company's Registration Statement on Form S-1 (File No. 33-55828), filed
       with the Commission on November 23, 1993)
  
  *5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding the
       legality of the securities being registered
  
  *23.1 Consent of Deloitte & Touche LLP
  
  *23.2 Consent of Wipfli Ullrich Bertelson
  
                                        II-2
  20
  
  23.3 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included in
       Exhibit 5.1)
  
  24.1 Power of Attorney (set forth on the signature page) 
  --------------
  
  *Filed herewith.
  
  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 the 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; and
  
                    (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or furnished to the
  Commission 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 shall be deemed to be
          a new registration statement relating to the securities offered therein,
          and the offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.
  
          (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
  that is incorporated by reference in the Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall 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
  
                                        II-3
  21
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  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 City of Dallas, State of Texas, on this 19h day of January
  1998.
  
                                          TUFCO TECHNOLOGIES, INC.
  
                                          /s/ Louis LeCalsey, III
                                          -------------------------------------
                                          Louis LeCalsey, III
                                          President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints Louis LeCalsey, III and Gregory L. Wilemon
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and on his behalf and in his
  name, place and stead, in any and all capacities, to sign, execute and file this
  Registration Statement under the Securities Act of 1933, as amended, and any or
  all amendments (including, without limitation, post-effective amendments), with
  all exhibits and any and all documents required to be filed with respect
  thereto, with the Securities and Exchange Commission or any regulatory
  authority, granting unto such attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises in order to
  effectuate the same, as fully to all intents and purposes as he himself might or
  could do if personally present, hereby ratifying and confirming all that such
  attorneys-in-fact and agents, or any of them, or their substitute or
  substitutes, may lawfully do or cause to be done.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                                        Title                                        Date
  ---------                                                        -----                                        ----
  /s/ Robert J. Simon                                     Chairman of the Board of Directors               January 19, 1998
  --------------------------------------------
  Robert J. Simon                                                
  
                                                                                                           January 19, 1998
  /s/ Louis LeCalsey, III                              Director, President and Chief Executive
  --------------------------------------------          Officer (Principal Executive Officer)
  Louis LeCalsey, III                                    
                                                       
  /s/ Samuel J. Bero                                              Director                                 January 19, 1998
  --------------------------------------------
  Samuel J. Bero
  
  /s/ Robert E. Coghan                                            Director                                 January 19, 1998
  --------------------------------------------
  Robert E. Coghan
  
  /s/ C. Hamilton Davison                                         Director                                 January 19, 1998
  --------------------------------------------
  C. Hamilton Davison
  
  /s/ Patrick J. Garland                                          Director                                 January 19, 1998
  --------------------------------------------
  Patrick J. Garland
  II-4
  22
  /s/ Edward A. Leinss                                            Director                                 January 19, 1998
  --------------------------------------------
  Edward A. Leinss
  
  /s/ William J. Malooly                                          Director                                 January 19, 1998
  --------------------------------------------
  William J. Malooly
  
  /s/ Gregory L. Wilemon                               Chief Financial Officer,Chief Operating             January 19, 1998
  --------------------------------------------            Officer, Secretary and Treasurer
  Gregory L. Wilemon                                    (Principal Financial and Accounting
                                                                    Officer)
  II-5
  23
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                                  DESCRIPTION
  
    4.1   Restated Certificate of Incorporation of the Company (Incorporated by
          reference to Exhibit 3.1 to Amendment No. 1 to the Company's
          Registration Statement on Form S-1 (File No. 33-55828), filed with the
          Commission on November 23, 1993)
  
    4.2   Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the
          Company's Registration Statement on Form S-1 (File No. 33-55828), filed
          with the Commission on December 16, 1992)
  
    4.3   Tufco Technologies, Inc. 1992 Non-Qualified Stock Option Plan 
          (Incorporated by reference to Exhibit 10.12 to the Company's
          Registration Statement on Form S-1 (File No. 33-55828), filed with the
          Commission on December 16, 1992)
  
    4.4   Tufco Technologies, Inc. 1993 Non-Employee Director Stock Option Plan
          (Incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (File No. 33-55828), filed
          with the Commission on November 23, 1993)
  
   *5.1   Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding the
          legality of the securities being registered
  
  *23.1   Consent of Deloitte & Touche LLP
  
  *23.2   Consent of Wipfli Ullrich Bertelson
  
   23.3   Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included in
          Exhibit 5.1)
  
   24.1   Power of Attorney (set forth on the signature page)
  
  --------------
  
  *Filed herewith.