Exhibit 4(j)

  John T. Carper
  Senior Vice President Finance
  
  
  
  
  
  
  
                                   October 17, 1996
  
  
  
  
  
  The Prudential Insurance Company
     of America
  c/o Prudential Capital Group
  2200 Ross Ave., Suite 4200E
  Dallas, Texas  75201
  
  Ladies & Gentlemen:
  
          We refer to the Note Agreement dated as of
  September 9, 1993 between the undersigned, Sealright Co.,
  Inc. (the "Company") and you (the "Note Agreement") and the
  Master Shelf Agreement dated as of October 17, 1995 between
  the Company and you (the "Shelf Agreement;" the Note
  Agreement and the Shelf Agreement are herein referred to as
  the "Agreements").  Unless otherwise defined herein, the
  terms defined in the Agreements shall be used herein as
  therein defined.
  
          The Company was not in compliance with paragraph
  6F, "Fixed Charge Coverage", of each of the Agreements as of
  September 30, 1996, the end of the third fiscal quarter of
  the Company.  We have requested that you waive the Event of
  Default caused by non-compliance with paragraph 6F of each
  of the Agreements for the third fiscal quarter of the
  Company.
  
          If you agree to the above waiver of the Event of
  Default caused by non-compliance with paragraph 6F of each
  of the Agreements as of September 30, 1996, the end of the
  third fiscal quarter of the Company, please evidence such
  agreement by executing and returning at least one
  counterpart of this waiver to the Company at its address at
  9201 Packaging Drive, DeSoto, Kansas, 66018, Attention of
  Chief Financial Officer.
  
          This waiver shall become effective as of the date
  first above written when and if counterparts of this waiver
  shall have been executed by you.  The effectiveness of this
  waiver is conditioned upon the accuracy of the factual
  matters described above.  The execution, delivery and
  effectiveness of this letter waiver shall not, except as
  expressly provided herein, operate as a waiver of any right, 
  power or   remedy under the Agreements nor constitute a waiver of
  any provision of the Agreements.  This waiver is subject to the
  provisions of paragraph 11C of the Agreements.
  
  
                              Very truly yours,
  
                              SEALRIGHT CO., INC.
  
  
  
                              /s/ John T.  Carper
                              Senior Vice President
  
  
  
  Agreed to and accepted
   as of the date
   first above written:
  
  
  THE PRUDENTIAL INSURANCE COMPANY
    OF AMERICA
  
  
  /s/ Robert G. Gwin
  Vice President
    <PAGE>

METROPOLITAN LIFE INSURANCE COMPANY
  FIXED INCOME INVESTMENTS PRIVATE PLACEMENT UNIT
  334  MADISON AVENUE, PO BOX 633, CONVENT STATION, NJ  07961-0633
  
  
  October 22, 1996
  
  
  Sealright Co., Inc.
  9201 Packaging Drive
  DeSoto, Kansas 66018
  Attention:  Chief Financial Officer
  
  Dear Sirs:
  
  Reference is made to the Loan Agreements (as amended, the
  "Agreements") dated October 22, 1991 between Sealright Co.,
  Inc. (the "Company") and Metropolitan Life Insurance Company
  ("MetLife") and Metropolitan Insurance and Annuity Company
  ("MIAC"), respectively, and the Company's 8.15% Notes due
  October 22, 1998 issued thereunder (as amended, the
  "Notes").  Unless otherwise defined, capitalized terms used
  herein shall have the meanings specified in the Notes.
  
  The Company has requested in its letters dated October 14
  and 17, 1996, the MetLife and MIAC agree to waive, for the
  fiscal quarter ended September 30, 1996, compliance with
  Section 4.06 of the Notes.
  
  As holders of the Notes, as parties to the respective
  Agreements and subject to the Company's agreement herewith
  as evidenced by its signature at the foot hereof, MetLife
  and MIAC hereby agree to waive any Event of Default
  resulting from noncompliance with Section 4.06 of the Notes
  for the fiscal quarter ended September 30, 1996.
  
  It is understood that, notwithstanding the waiver in the
  previous paragraph, the provisions of Section 4.06 of the
  Notes shall once again apply after September 30, 1996.  It
  is further understood that, if any fees or other
  consideration shall be received by any senior lender of the
  Company, including but not limited to Prudential Capital
  Group, in connection with any default or event of default
  resulting from noncompliance with any fixed charge ratio or
  similar requirement for the fiscal quarter ended September
  30, 1996, MetLife, MIAC and any other holder of the Notes
  shall receive a fee in an amount equal to that received by
  such senior lender.
  
  This agreement shall not become effective unless and until
  all senior lenders of the Company have agreed in writing to
  waive any default or event of default resulting from
  noncompliance with any fixed charge ratio or similar
  requirement for the fiscal quarter ended September 30, 1996,
  and the Company has notified MetLife and MIAC in writing of
  that fact.
  
  If the Company is in agreement with the foregoing, please
  evidence the Company's acceptance by signing the enclosed
  counterpart hereof and returning the same to MetLife,
  whereupon this letter will become a binding agreement among
  the Company, MetLife and MIAC as of the date hereof.
  
  
                    Very truly yours,
  
  
                    METROPOLITAN LIFE INSURANCE COMPANY
  
  
                        By/s/ Joseph A. Augustini
                            Vice President
  
  
                    METROPOLITAN LIFE INSURANCE COMPANY
  
  
  
                         By /s/ Joseph A. Augustini
                             Vice President
                      On behalf of Separate Accounts Nos. 74
                         and 78
  
  
                    METROPOLITAN INSURANCE AND
                         ANNUITY COMPANY
  
                         By /s/Janus A. Wiviolt
                            Vice President
  
  Agreed to and 
  accepted as of the date
  first above written
  
  SEALRIGHT CO., INC.
  
  
  
  By /s/ John T. Carper
   Senior Vice President Finance
                                                      
  <PAGE>

  John T. Carper
  Senior Vice President Finance
  
  
  
  
  
  
                                   October 17, 1996
  
  
  
  
  
  Mr. James A. Sangster
  Divisional Executive Vice President
  UMB Bank, n.a.
  1010 Grand
  Kansas City, MO  64106
  
  Dear Jim:
  
          We refer to the Note Agreement dated as of October 
  22, 1991, as amended,  between the undersigned, Sealright
  Co., Inc. (the "Company") and UMB Bank, n.a. (the "Note
  Agreement").  Unless otherwise defined herein, the terms
  defined in the Note Agreement shall be used herein as
  therein defined.
  
          The Company was not in compliance with paragraph
  5.9.5, "Fixed Charge Coverage", of  the Agreement as of
  September 30, 1996, the end of the third fiscal quarter of
  the Company.  We have requested that you waive the Event of
  Default caused by non-compliance with paragraph 5.9.5 of 
  the Note Agreement for the third fiscal quarter of the
  Company.
  
          If you agree to the above waiver of the Event of
  Default caused by non-compliance with paragraph 5.9.5 of the
  Note Agreement as of September 30, 1996, the end of the
  third fiscal quarter of the Company, please evidence such
  agreement by executing and returning at least one
  counterpart of this waiver to the Company at its address at
  9201 Packaging Drive, DeSoto, Kansas, 66018, Attention of
  Chief Financial Officer.
  
          This waiver shall become effective as of the date
  first above written when and if counterparts of this waiver
  shall have been executed by you.  The effectiveness of this
  waiver is conditioned upon the accuracy of the factual
  matters described above.  The execution, delivery and
  effectiveness of this letter waiver shall not, except as
  expressly provided herein, operate as a waiver of any right,
  power or remedy under the Agreement nor constitute a waiver
  of any provision of the Agreement.
  
  
                              Very truly yours,
  
                              SEALRIGHT CO., INC.
  
  
  
                              /s/ John T.  Carper
                              Senior Vice President
  
  
  
  
  
  
  
  Agreed to and accepted
   as of the date
   first above written:
  
  
  UMB BANK, N.A.
  
  
  /s/ James A. Sangster
  Divisional Executive Vice President
  
  
  <PAGE>
                                                           
  John T. Carper
  Senior Vice President Finance
  
  
  
  
  
  
  
                                   October 17, 1996
  
  
  
  
  
  Mr. Kent Knudsen, Vice President
  Mutual of Omaha Insurance Company
  Mutual of Omaha Plaza
  Omaha, BE  68175-1011 
  
  Dear Kent:
  
          We refer to the Note Agreement dated as of October 
  22, 1991, as amended,  between the undersigned, Sealright
  Co., Inc. (the "Company") and Mutual of?Omaha Insurance
  Company and United of Omaha Insurance Company  (the "Note
  Agreement").  Unless otherwise defined herein, the terms
  defined in the Note Agreement shall be used herein as
  therein defined.
  
          The Company was not in compliance with paragraph
  4.06, "Fixed Charge Coverage", of  the Agreement as of
  September 30, 1996, the end of the third fiscal quarter of
  the Company.  We have requested that you waive the Event of
  Default caused by non-compliance with paragraph 4.06 of  the
  Note Agreement for the third fiscal quarter of the Company.
  
          If you agree to the above waiver of the Event of
  Default caused by non-compliance with paragraph 4.06 of the
  Note Agreement as of September 30, 1996, the end of the
  third fiscal quarter of the Company, please evidence such
  agreement by executing and returning at least one
  counterpart of this waiver to the Company at its address at
  9201 Packaging Drive, DeSoto, Kansas, 66018, Attention of
  Chief Financial Officer.
  
          This waiver shall become effective as of the date
  first above written when and if counterparts of this waiver
  shall have been executed by you.  The effectiveness of this
  waiver is conditioned upon the accuracy of the factual
  matters described above.  The execution, delivery and
  effectiveness of this letter waiver shall not, except as
  expressly provided herein, operate as a waiver of any right,
  power or remedy under the Agreement nor constitute a waiver
  of any provision of the Agreement.
  
  
                              Very truly yours,
  
                              SEALRIGHT CO., INC.
  
                              
                              /s/ John T.  Carper
                              Senior Vice President
  
  
  
  
  
  Agreed to and accepted
   as of the date
   first above written:
  
  
  MUTUAL OF OMAHA INSURANCE COMPANY
  
  
  /s/ Kent Knudsen
  Virst Vice President
  
  
  UNITED OF OMAHA INSURANCE COMPANY
  
  /s/ Kent Knudsen
  Virst Vice President