EXHIBIT 4K
              FOURTH AMENDMENT TO CREDIT AGREEMENT
                                
     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT is made and
entered into effective as of the  7  day of     April      ,
1997, by and between Sealright Co., Inc., a Delaware corporation
( Sealright ), and UMB Bank, n.a., f/k/a United Missouri Bank,
n.a, a national banking association ( Bank ).

     WHEREAS, Sealright and Bank entered into a Credit Agreement
(the  Agreement ) dated as of October 22, 1991, the terms of
which were modified and amended by an Amendment to Credit
Agreement dated as of August 5, 1991, a Second Amendment to
Credit Agreement dated as of December 20, 1994, a Third Amendment
to Credit Agreement dated as of December 1, 1995, a letter
agreement dated January 24, 1996, and a letter agreement dated
February 27, 1997 (the Agreement, as thereby modified and
amended, hereinafter the  Credit Agreement ); and

     WHEREAS, Sealright has requested that the Bank issue one or
more letters of credit on its account; and

     WHEREAS, the Bank is willing, on the terms set forth herein,
to grant such request .
     NOW, THEREFORE, in consideration of the mutual agreements of
the parties hereto, and for other good and valuable
consideration, the receipt of which is hereby acknowledge, the
parties mutually agree as follows:

     1.   A new Section 1.41 is hereby added to the Credit Agreement
     to read as follows:
     
           The term  Loans  means all loans outstanding under the
          Revolving Credit. 
          
          2.   Section 2  of the Credit Agreement is hereby deleted and
     replaced in its entirely with the following:
     
           2.  THE REVOLVING CREDIT/ ISSUANCE OF LETTERS OF
          CREDIT.  Subject to all of the terms and conditions
          hereof, and so long as there shall exist no Default, on
          such dates as Sealright may request (which are called  
          Closing Dates ), the Bank will lend to Sealright,
          during the period from the effective date of this
          Agreement to the termination of the Revolving Credit,
          such amounts (in integral multiples of $100,000) as
          Sealright may from time to time require by notice to
          the Bank (the  Revolving Credit ).  Any Loans in excess
          of $5,000,000 shall require three (3) business days
          written notice from Sealright; any permitted oral
          notice under this Article 2 shall be confirmed in
          writing within twenty-four (24) hours.  Each Loan will
          be made at the Bank s office by recording the amount
          thereof  on the Promissory Note (as defined in Section
          2.2. below) and by crediting the amount thereof to the
          general account of Sealright with the Bank.  The
          proceeds of each such Loan shall be applied only as
          provided in Section 2.5 below.
          
               Subject also to all of the terms and conditions of
          this Agreement, and so long as there shall exist no
          Default,  the Bank will issue from time to time for the
          account of Sealright one or more letters of credit;
          provided, however, the aggregate exposure under all
          outstanding letters of credit plus the aggregate
          outstanding principal amount of all Loans under the
          Revolving Credit shall at  no time and in no event
          exceed the maximum amount which may be outstanding
          under the Revolving Credit.  Letters of credit will be
          issued on any business day on or after the date hereof
          provided, however, that the maturity of any letter of
          credit issued hereunder shall be no later than one (1)
          day prior to the date the Revolving Credit shall
          terminate as provided herein.  Sealright may from time
          to time request a letter of credit by providing a
          notice to the Bank which is actually received not later
          than 3:00 p.m. (Kansas City time) on the first business
          day prior to the requested issuance for such letter of
          credit.  Such notice shall specify (a) the amount of
          the requested letter of credit, (b) the beneficiary
          thereof, (c) the requested issuance date and (d) the
          principal terms of the text for such letter of credit. 
          Each letter of credit will be issued by the Bank by
          forwarding such letter of credit as directed in
          writing by Sealright.  In connection with the
          issuance of any letter of credit, Sealright shall
          execute and deliver to the Bank any customary letter
          of credit application forms generally required by the
          Bank.
          
               If and to the extent a drawing is at any time
          made under any such letter of credit, the Bank shall
          immediately notify Sealright of such draw and
          Sealright shall immediately elect whether the LIBOR
          Rate shall apply to the advance made to pay such
          draw.  In the event the LIBOR Rate is selected, until
          the prior notice period for electing the LIBOR Rate
          as set forth in Section 2.4 has expired, the
          applicable interest rate shall be the rate for prime
          based borrowings set forth in Section 2.4 of the
          Credit Agreement.  In the event no advance may be
          made to the Borrower on the Revolving Credit, the
          Borrower shall pay to the Banks the amount of the
          draw upon demand and interest shall accrue on the
          amount of the draw at the rate for prime based
          borrowings set forth in Section 2.4 of the Credit
          Agreement, from the date the draw was paid by the
          Bank until the amount of the draw is paid by
          Sealright. 
          
               This Agreement shall supersede any terms of any
          letter of credit applications or other documents
          which are irreconcilably inconsistent with the terms
          hereof or thereof.  Sealright agrees to pay to the
          Bank letter of credit fees equal to three-eights of
          one percent (3/8%) of the face amount of each letter
          of credit, subject to a minimum fee in each case of
          $150.00."
          3.   All provisions of the Credit Agreement not expressly amended
     hereby shall remain in full force and effect as if this
     Amendment had not been executed.
     
          4.   This Amendment shall be effective from and after the date
     hereof.
     
     IN WITNESS WHEREOF, the parties hereto have executed this
Fourth Amendment to Credit Agreement as of this  7  day of        
     April       , 1997.SEALRIGHT CO., INC.





By   /s/John T. Carper         
     Name: John T. Carper
     Title: Senior Vice        
             President/Chief   
             Financial Officer
<PAGE>
UMB BANK, n.a.




By /s/ David A. Proffitt           
       Name: David A. Profitt     
       Title: Senior Vice
               President