EXHIBIT 4(h)

                    THIRD AMENDMENT TO CREDIT AGREEMENT



     This Third Amendment to that certain Credit Agreement
(Hereinafter "Credit Agreement") originally dated as of October
22, 1991, and as amended from time to time thereafter, by and
between Sealright Co., Inc. (hereinafter "Sealright") and UMB
Bank, N.A. (formerly known as United Missouri Bank,
n.a.)(hereinafter "Bank"), is made as of this 1st day of
December, 1995.

     WHEREAS, Sealright has requested that the available maximum
amount of credit under the Credit Agreement be decreased from
Forty Million Dollars ($40,000,000) to Thirty Million Dollars
($30,000,000); 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 acknowledged, the
parties hereto do hereby agree to and do hereby amend the Credit
Agreement as follows:

     1.   Section 2.1 is hereby amended in its entirety to read
          as follows:

          "2.1.  Maximum Amount of Revolving Credit and Fee.  The
          aggregate outstanding principal amount of all loans
          under the Revolving Credit shall at no time exceed
          Thirty Million Dollars ($30,000,000) (The "Maximum
          Amount of Revolving Credit").  For each day that
          Sealright does not have outstanding borrowings under
          the Revolving Credit in the Maximum Amount of Revolving
          Credit, Sealright agrees to pay to the Bank an amount
          equal to one-eighth of one percent (1/8 of 1%) per
          annum, multiplied by the difference between the Maximum
          Amount of Revolving Credit and the average daily amount
          of Revolving Credit outstanding during each calendar
          quarter.  Such amount shall be payable by Sealright to
          the Bank on a quarterly basis, in arrears, on the first
          business day following the last day of each calendar
          quarter."

     2.   Section 2.2 of the Credit Agreement is hereby amended
     in its entirety to read as follows:

          "2.2   Promissory Note.  Upon the execution of this         
                 Agreement, Sealright shall deliver to the Bank the
                 Promissory Note of Sealright, due and payable on the date
                 the Revolving Credit shall terminate as provided herein (or
                 such earlier date as the Revolving Credit Obligations are
                 due and payable by reason of an Event of Default) in the
                 amount of Thirty Million Dollars ($30,000,000) in
                 substantially the same form as Exhibit 2.2 attached hereto
                 (the "Promissory Note")."

     3.   Exhibit 2.2 to the Credit Agreement is revised in its
     entirety in the form attached hereto as Exhibit 2.2.

     4.   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.

     5.   This Amendment shall be effective from and after the
     date hereof.

     IN WITNESS WHEREOF, the parties hereto have executed this
Third Amendment to Credit Agreement as of this 1st day of
December, 1995.


SEALRIGHT CO., INC.                     UMB BANK, N.A.




By   /s/John T. Carper CFO              By  /s/Walter Beck     
     Name:                                Name:
     Title:                               Title:  E.V.P.    


<PAGE>


                                EXHIBIT 2.2

                              PROMISSORY NOTE

$30,000,000                                      December 1, 1995


     FOR VALUE RECEIVED, the undersigned (the "undersigned" means
each maker and each endorser, and, if more than one, each agrees
that all the obligations contained herein shall be joint and
several) promises to pay to the order of UMB Bank, N.A., formerly
United Missouri Bank, n.a. (the "Bank"), at 1010 Grand Avenue,
Kansas City, Missouri 64106, or at such other place or places as
the holder hereof may from time to time designate in writing, the
principal sum of Thirty Million Dollars ($30,000,000) in lawful
money of the United States of America, together with interest on
the principal amount thereof from time to time outstanding from
date at the rate or rates established from time to time in
accordance with the provisions of that certain Credit Agreement
between the undersigned and the Bank originally dated as of
October 22, 1991, as amended as of August 5, 1994 and December
20, 1994, and as amended as of the date hereof, reference to
which is hereby made (the "Credit Agreement").  The interest due
hereon shall be computed on the basis of days elapsed, assuming a
360-day year consisting of twelve 30-day months.

     The interest accruing hereon shall be paid in quarterly
installments in arrears commencing on the last Bank business day
of December, 1995 and continuing thereafter on the last Bank
business day of each March, June, September and December until
the last Bank business day of October, 1996, when the principal
sum, accrued interest and all other amounts then owing by reason
of this Note, the Credit Agreement, as amended, and any other
agreements or documents given in connection with the foregoing
shall be due and payable subject to extension as provided in the
Credit Agreement.

     The privilege is hereby reserved to prepay, at any time and
from time to time, all or any part of the outstanding principal
balance due hereunder, provided, however, that any partial
prepayment shall be in integral multiples of $100,000.00 unless
the outstanding principal amount is less than $100,000.00 and
such payment is in the full amount of such outstanding principal
balance and provided further, that no prepayment shall be
permitted unless Bank shall have first been given written notice
three (3) business days prior to the date of such prepayment of
the intended date and amount to be prepaid specifying the amount
to be applied to the principal and the amount to be applied to
interest.  All prepayments of principal shall include accrued
interest to the date of such prepayment on the amount of
principal being prepaid.  Records maintained by the Bank with
respect to the amounts due hereunder shall be conclusively
presumed correct.  Notwithstanding anything stated in this
Promissory Note to the contrary, all borrowings hereunder which
bear interest at a LIBOR Rate may be paid only upon the
expiration of the LIBOR Interest Period applicable to such
borrowing.

     Upon default in the payment of any sum due under this Note
or under the Credit Agreement or any other agreement now or
hereafter given in connection with, or as security for this Note
or pursuant to the terms of the Credit Agreement and such failure
continues for five (5) days, or upon the failure to perform or
observe any of the terms, covenants or conditions of this Note,
the Credit Agreement, or any such note, mortgage, deed of trust,
security agreement or other agreement, and any such default
continues beyond the grace period, if any, provided for in the
Credit Agreement, or upon an "Event of Default" (as such term is
defined in the Credit Agreement) or upon a default in the payment
of any other present or future obligation of the undersigned to
the holder hereof, then or at any time thereafter during any such
event, the outstanding principal balance hereunder, accrued
interest, and any and all other amounts then owing by reason of
this Note or any other agreement now or hereafter given in
connection with, or as security for, this Note shall, at the
option of the legal holder hereof or upon the happening thereof
if otherwise so provided, immediately become due and payable
without notice of the exercise of such option and without demand
or presentiment at the total of such sums, including accrued
interest (if permitted by law), shall bear interest from the time
of exercise of such option until the same is paid at a rate which
shall be adjusted daily to a rate per annum equal to the lesser
of (i) the "Prime Rate" plus three (3) percentage points or (ii)
the highest rate permitted by applicable law.  As used in this
Note, the term "Prime Rate" means the prime rate of interest as
announced by Bank as its "Prime Rate" from time to time.  The
failure of the holder to exercise the option herein granted or
any other right which the holder may be entitled to exercise
shall not constitute a waiver of the right to exercise said
option or any other right upon the subsequent occurrence of any
such event.

     The undersigned agrees to pay, to the extent permitted by
law, all costs and expenses incurred by the holder hereof in
connection with the collection and enforcement of this Note, the
Credit Agreement, or any other agreement now or hereafter given
in connection with or as security for this Note including but not
limited to expenses, reasonable attorneys' fees and any and all
claims, demands, judgments, penalties, fines, liabilities, costs,
damages and expenses incurred by Bank either directly or
indirectly from the existence of any Hazardous Material, as that
term is defined in the Credit Agreement.

     Notwithstanding anything contained herein to the contrary,
in no event shall interest accrue under this Note or any other
agreement now or hereafter given in connection with, or as
security for, this Note at a rate in excess of the highest
applicable rate permitted by law and if interest (including any
charge or fee held to be interest by a court of competent
jurisdiction) in excess thereof shall be due or paid, any such
excess paid shall constitute a payment of and be applied to the
principal hereof.

     Any and all indebtedness, including deposits, due from the
legal holder hereof, shall be deemed to be pledged to secure the
payment hereof and may at any time while the whole or any part of
the debt evidenced hereby remains unpaid (whether before or after
maturity hereof), be appropriated, held or applied toward the
payment of this obligation.  Nothing herein shall in any way
limit the right of Bank to set off against any such amounts, any
amounts due and owing to the Bank.

     This Note is the Promissory Note referred to in the Credit
Agreement and is entitled to the benefits of the terms and
provisions of the Credit Agreement.  The undersigned hereby
agrees that the holder of this Note may elect to abandon its
interest in any portion or all of any security now or hereafter
given for this Note if it is or is suspicioned to be,
contaminated with Hazardous Material and the holder of this Note
shall have the right to repayment from the undersigned with
recourse to or recovery from any such security.

     Presentment and demand for payment, notice of non-payment,
protest, protest of non-payment, notice of dishonor or default
and any and all lack of diligence and suit are hereby waived by
all parties liable hereon.  All endorsers, guarantors, sureties
or other persons who may now or hereafter be liable for the
payment of this Note, by endorsing, guaranteeing or assuming this
Note, consent to all of the terms and conditions herein contained
and agree that this Note may be modified, extended or renewed in
whole or in part, without notice, including (a) the impairment,
substitution, exchange or release at any time or times of all or
any part of any security or collateral security now or hereafter
furnished, (b) the release of, or the impairment of the right of
recourse against the undersigned or any endorser, guarantor,
surety or any other person now or hereafter liable hereon, (c)
the substitution or renewal or extension notes for this Note, (d)
the modification of any terms hereof, or of the Credit Agreement,
or of any other agreement now or hereafter given in connection
with or as security for this Note, and (e) any change in the rate
of interest hereon or the imposition of any fees whether
authorized under this Note, or the Credit Agreement, or any other
agreement now or hereafter given in connection with or as
security for this Note.


[SEAL]                             SEALRIGHT CO., INC.
                                   a Delaware corporation


ATTEST:

By   /s/ Anne Dunn                 By    /s/ John T. Carper    
    Name:  Anne Dunn                       Name:  John T. Carper
    Title: Assistant Secretary             Title: Vice President
                                                  Finance & C.F.O.