Exhibit 4.4

FORM OF CERTIFICATE OF DESIGNATION, PREFERENCES AND  RIGHTS OF JUNIOR  PREFERRED STOCK    of    APPLIED EXTRUSION TECHNOLOGIES, INC.    Pursuant to Section 151 of the
Delaware General Corporation

Applied Extrusion Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation") DOES HEREBY CERTIFY:

That
pursuant to the authority conferred upon the Board of Directors (the "Board of Directors") by the Amended and Restated Certificate of Incorporation of the Corporation, as amended,
and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors on March 2, 1998 adopted a resolution providing for
the authorization of a series of Preferred Stock, par value $.01 per share (the "Preferred Stock") as follows:



Section
1.Designation and Amount.The shares of such series shall be designated as "Junior Preferred Stock"
(the "Junior Stock") and the number of shares constituting such series shall be 150,000. The
number of shares of Junior Stock may be increased or decreased by a resolution duly adopted by the Board of Directors, but may not be decreased below the number of shares of Junior Stock then
outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon conversion of any outstanding securities convertible into Junior Stock.

Section
2.Dividends and Distributions.



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Section
3Voting Rights.The holders of shares of Junior Stock shall have the following voting rights:



c.    Except
as set forth herein or required by applicable law, holders of Junior Stock shall have no special voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section
4.Certain Restrictions



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Section
6.Reacquired Shares.Any shares of Junior Stock redeemed, purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.

Section
6.Liquidation, Dissolution or Winding Up.



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Section
7.Consolidation, Merger, etc.In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the
outstanding shares of Junior Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment set forth in Section 8 hereof) equal
to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or
exchanged.

Section
8.Certain Adjustments.In the event the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, in each such case, the amounts set forth in Sections 2(a) and (b), 3(a), 6(a) and 7 hereof with
respect to the multiple of cash and non-cash dividends, votes, the Junior Liquidation Preference and an aggregate amount of stock, securities, cash and/or other property referred to in
Section 7 hereof, shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section
9.Ranking.The Junior Stock shall rankpari passuwith
(or if determined by the Board of Directors in any vote establishing any other series of Preferred Stock, either senior and prior in preference to, or junior and subordinate to, as the case may be)
each other series of Preferred Stock of the Corporation with respect to dividends and/or preference upon liquidation, dissolution or winding up.

Section
10.Redemption.The shares of Junior Stock may be purchased by the Corporation at such times and on such
terms as may be agreed to between the Corporation and the redeeming stockholder, subject to any limitations which may be imposed by law or the Amended and Restated Certificate of Incorporation, as
amended.

Section
11.Amendment.The Amended and Restated Certificate of Incorporation of the Corporation, as amended,
shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Junior Stock so as to affect them adversely without the

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affirmative
vote of the holders of two-thirds or more of the outstanding shares of Junior Stock, voting together as a single class.

Section
12.Fractional Shares.Junior Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Junior
Stock.

IN
WITNESS WHEREOF, this Certificate of Designation was executed on behalf of the Corporation by its Treasurer and attested by its Secretary on March    , 1998.

| |  | By: |                            
| |  | --- | ---------------------------
| |  |     | Anthony J. Allott Treasurer

|Attest: |                 | 
|------- | --------------- | 
|By:     |                 | 
|        | Secretary[SEAL] | 

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