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                                                                Exhibit 10.1.1

                                                                EXECUTION COPY



                              WAIVER AND AMENDMENT NO. 1


     WAIVER AND AMENDMENT NO. 1 (the "Amendment") dated as of 
December 16, 1998 of the Credit Agreement dated as of April 7, 1994 and
amended and restated as of January 29, 1998 (the "Credit Agreement"), among 
APPLIED EXTRUSION TECHNOLOGIES, INC. (the "Company"), the
LENDERS party thereto (the "Lenders") and THE CHASE MANHATTAN
BANK, as Administrative Agent (the "Administrative Agent").

                             WITNESSETH:

     WHEREAS, the Company and the Lenders have agreed to waive compliance 
with the leverage ratio for the period ended on September 30, 1998, amend the 
leverage ratio and the interest coverage ratio required for the period ended 
on December 31, 1998;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Definitions; References. Unless otherwise specifically 
defined in the recitals above, each term used herein which is defined in the 
Credit Agreement shall have the meaning assigned to such term in the Credit 
Agreement.

     Section 2. Waiver of Section 9.11. The Lenders hereby waive compliance 
with Section 9.11 of the Credit Agreement for the period (and only for the 
period) ended on September 30, 1998.

     Section 3. Amendment of Sections 9.10 and 9.11. Section 9.10 of the 
Credit Agreement is hereby amended to replace "September 30, 1998" with 
"December 31, 1998" and "October 1, 1998" with "January 1, 1999". Section 
9.11 of the Credit Agreement is hereby amended to replace "December 31, 1998" 
with "September 30, 1998" and to insert immediately thereafter an additional 
line reading:

     October 1, 1998 through December 31, 1998    5.50:1

     Section 4. Representations of Company. The Company represents and 
warrants that (i) the representations and warranties of the Company and its



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Subsidiaries made in each Basic Document shall be true (or, in the case of 
Basic Documents which are not Financing Documents, true in all material 
respects) on and as of the Amendment Effective Date to the same extent as 
they would be required to be under Section 7.01(b) on the occasion of any 
Loan or issuance of any Letter of Credit and (ii) no Default will have 
occurred and be continuing on such date.

    SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    SECTION 6. Counterparts; Effectiveness. This Amendment may be signed in 
any number of counterparts, each of which shall be an original, with the same 
effect as if the signatures thereto and hereto were upon the same instrument. 
This Amendment shall become effective as of the date first above written (the 
"Amendment Effective Date") when the Administrative Agent shall have  
received (i) for the account of each Lender, an amendment fee equal to 0.5% 
of such Lender's pro rata share of the aggregate amount of Loans, Letter of 
Credit Liabilities and unused Commitments on such date, and (ii) counterparts 
of this Amendment executed and delivered by or on behalf of the Majority 
Lenders and the Company (or, in the case of any Lender as to which the 
Administrative Agent shall not have received such a counterpart, the 
Administrative Agent shall have received evidence satisfactory to it of the 
execution and delivery by such Lender of a counterpart hereof).


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    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
duly executed as of the date first above written.


                                    APPLIED EXTRUSION TECHNOLOGIES, INC.

                                    By /s/ Gerald M. Haines II
                                       ---------------------------------------
                                       Title: Vice President


                                    THE CHASE MANHATTAN BANK    

                                    By /s/ Mary Elisabeth Swerz
                                       ---------------------------------------
                                       Title: Vice President


                                    LASALLE BUSINESS CREDIT, INC.

                                    By /s/ John C. Baier
                                       ---------------------------------------
                                       Title: Vice President


                                    FLEET NATIONAL BANK
 
                                    By /s/ H. Ellery Perkinson
                                       ---------------------------------------
                                       Title: Vice President


                                    PNC BANK, N.A. 

                                    By /s/ Craig T. Sheetz
                                       ---------------------------------------
                                       Title: Vice President


                                    FIRST UNION NATIONAL BANK

                                    By /s/ John T. Trainor
                                       ----------------------------------------
                                       Title: Vice President

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