EXHIBIT 4.m

                     FIFTH AMENDMENT TO CREDIT AGREEMENT


THIS FIFTH AMENDMENT TO CREDIT AGREEMENT is made and entered
into effective as of the 10th day of November, 1997, by and
between Sealright Co., Inc., a Delaware corporation
(ASealright@), and UMB Bank, n.a., f/k/a United Missouri Bank,
n.a, a national banking association (ABank@).

WHEREAS, Sealright and Bank entered into a Credit Agreement
(the AAgreement@) 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, 1994, 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, a letter agreement dated
February 27, 1997, and a Fourth Amendment to Credit Agreement
dated April 7, 1997 (the Agreement, as thereby modified and
amended, hereinafter the ACredit Agreement@); and

WHEREAS, Sealright has requested certain modifications to
its financial covenants under the Credit Agreement; and

WHEREAS, the Bank is willing, subject to the terms set forth
herein, including expressly, but not limited to, a decrease in
the maximum amount of credit under the Credit Agreement and
modification of the Revolving Credit interest rate, 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 mutually agree as follows:

     1.   Amendment of Section 2.1.  Section 2.1 of the Credit
     Agreement is hereby amended by deleting the first sentence
     thereof and inserting in its place the following:
     
     "The aggregate outstanding principal amount of all loans
     under the Revolving Credit shall at no time exceed Twenty
     Five Million Dollars ($25,000,000.00) (the "Maximum Amount
     of Revolving Credit")."
     
     2.   Amendment of Section 2.2.  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 Twenty Five
     Million Dollars ($25,000,000.00) in substantially the same
     form as Exhibit 2.2 attached hereto (the "Promissory Note").
     
     3.   Amendment of Section 2.4.  Section 2.4 of the Credit
     Agreement is hereby amended by deleting the first five
     sentences thereof in their entirety and replacing the same
     with the following:
     
     A2.4 Revolving Credit Interest.  At the option of Sealright,
     each borrowing under the Revolving Credit shall bear
     interest at (a) a rate equal to 65 basis points over the
     applicable LIBOR (the "LIBOR RATE") during LIBOR Interest
     Periods elected by Sealright in its discretion, as adjusted
     from time to time or (b) a rate equal to the Prime Rate less
     35 basis points, adjusted daily.  At the expiration of each
     applicable LIBOR Interest Period, the LIBOR Rate will be
     adjusted to the applicable LIBOR Rate for the next elected
     LIBOR Interest Period.  An election of the desired interest
     rate must be made for each borrowing by Sealright.  Once
     elected, the rate of interest applicable to any borrowing
     may not be changed.  If no election is made for any
     borrowing, the applicable interest rate for such borrowing
     shall be the Prime Rate less 35 basis points, adjusted
     daily.@
     
     4.   Amendment of Section 4.1.  Section 4.1 of the Credit
     Agreement is hereby amended in its entirety to read as
     follows:
     
     A4.1 Payment at Maturity of Revolving Credit.  On November
     1, 1999, without notice or demand, or on any accelerated
     maturity of the Indebtedness evidenced by the Promissory
     Note, Sealright will pay to the Bank for credit to the
     Revolving Credit an amount equal to the entire outstanding
     principal amount of Indebtedness evidenced by the Promissory
     Note, together with all accrued and unpaid interest thereon
     and other amounts owed in connection therewith or otherwise
     under this Agreement.  The Bank may by written notice at
     least four hundred twenty (420) days prior to November 1,
     1999 (and four hundred twenty (420) days prior to November 1
     of any subsequent year the Revolving Credit is in effect)
     extend the Revolving Credit for any additional twelve (12)
     months to the next following November 1.  If the Bank does
     not give such notice extending the Revolving Credit, the
     Revolving Credit shall terminate on the then scheduled
     November 1 termination date without any notice.@
     
     5.   One-Time Waiver of Limitation on Short-Term Working Capital
     Indebtedness.  Without prejudice to Bank=s right to
     otherwise demand strict compliance with the terms of the
     Credit Agreement, for the twelve month period ending October
     22, 1997, Bank hereby waives the limitation on Short-Term
     Working Capital Indebtedness set forth in Section 5.9.4 of
     the Credit Agreement.
     
     6.   Amendment of Section 5.9.5 of the Credit Agreement.  Section
     5.9.5 of the Credit Agreement is hereby amended by reducing
     the Fixed Charge coverage ratios required thereunder for the
     fiscal quarters of the Company ending September 30, 1997 and
     December 31, 1997 from One Hundred Twenty Five percent
     (125%) and One Hundred Eight Five percent (185%),
     respectively, to Sixty percent (60%) and Ninety Five percent
     (95%), respectively.
     
     7.   Exhibit 2.2 to the Credit Agreement is revised in its
     entirety in the form attached hereto as Exhibit 2.2.
     
     8.   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.
     
     9.   This Fifth Amendment to Credit Agreement shall be effective
     from and after the date hereof.
     
IN WITNESS WHEREOF, the parties have executed this Fifth
Amendment to Credit Agreement as of this 10th day of November,
1997.

SEALRIGHT CO., INC.


By /s/ John T. Carper         
Name: John T. Carper
Title: Senior Vice President &
       C.F.O.








<PAGE>

UMB BANK, N.A.



By /s/ James A. Sangster     
Name: James A. Sangster
Title: Divisional Executive Vice President