Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer   ¨                                                                                                      Accelerated filer                     x

Non-accelerated filer     ¨  (Do not check if a smaller reporting company)                                       Smaller reporting company    ¨

EXPLANATORY NOTE

                On March 10, 2011, the Board of Directors of Orchids Paper Products Company (the “Company”) approved an amendment to the Company’s Stock Incentive Plan (the “Plan”) to increase the maximum number of shares that may be issued pursuant to options or other awards granted under the Plan by 200,000 shares. The amendment was subject to the approval of the Company’s stockholders. The Company’s stockholders approved the amendment to the Stock Incentive Plan at the Company’s Annual Meeting of Stockholders held on May 19, 2011.

                The additional shares to be registered by this Registration Statement are of the same class as those securities covered by the Company’s previously filed Registration Statements on Form S-8 filed on September 13, 2005 (Registration No. 333-128293) and August 6, 2008 (Registration No. 333-152815), with respect to the Plan (the “Prior Registration Statements”). This Registration Statement on Form S-8 has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of effecting the registration under the Securities Act of 1933, as amended, of an additional 200,000 shares issuable pursuant to awards to be granted under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements made in connection with the Plan, including the periodic reports that the Company filed after the Prior Registration Statements to maintain current information about the Company, are incorporated herein by reference.

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PART I

INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

                Not required to be filed with this Registration Statement.

Item 2.    Registrant Information and Employee Plan Annual Information.

                Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

                Not required to be filed with this Registration Statement.

Item 4.    Description of Securities.

                The securities to be offered are registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts and Counsel.

                Not applicable.

Item 6.    Indemnification of Directors and Officers.

                Not required to be filed with this Registration Statement.

Item 7.    Exemption From Registration Claimed.

                Not applicable.

Item 8.    Exhibits.

`               See Exhibit index.

Item 9.    Undertakings.

                Not required to be filed with this Registration Statement.

SIGNATURES

                    Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Pryor, State of Oklahoma, on June 30, 2011.

                                                                                                                  ORCHIDS PAPER PRODUCTS COMPANY
                                                                                                                   

                                                                                                                  By: /s/ Keith R. Schroeder                                               

                                                                                                                          Keith R. Schroeder                                                     

                                                                                                                          Chief Financial Officer                                                

                    Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

POWER OF ATTORNEY

                    Each person whose signature appears below hereby constitutes and appoints Robert A. Snyder and Keith R. Schroeder, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

EXHIBITS

*  Filed herewith.

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