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                                                                    EXHIBIT 10.4


                         HUNTSMAN PACKAGING CORPORATION
                              LONG-TERM INCENTIVE PLAN ("LTIP")
____________________________________(1999)____________________________________


PURPOSE               To provide a competitive, long-term incentive that
                      recognizes exceptional, long-term Company performance (as
                      determined by achievement of Company Market Value of
                      Equity goals) and rewards Officers and select key
                      executive employees.
                      ----------------------------------------------------------

ELIGIBILITY           Officers of Huntsman Packaging Corporation (the "Company")
                      and select key executive employees who participate in the
                      Company's Management Incentive Plan ("MIP"), as determined
                      by the Executive Committee of the Board of Directors of
                      the Company are eligible to participate in the LTIP
                      ("Participants").
                      ----------------------------------------------------------

TARGET LEVEL          Incentives will be awarded if and when the Company's
                      Market Value of Equity is computed on the basis of
                      quarterly financial statements to be $450,000,000 (the
                      "MVE Target"). The MVE Target must be reached before
                      December 31, 2001 or no LTIP award will be payable. No pro
                      rata LTIP Award will be paid to the extent the MVE Target
                      is not reached in full.
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PLAN TERM             A maximum of three years, beginning January 1, 1999,
                      and ending December 31, 2001 (the "Plan Term"). If the
                      Target Level has not been reached by the end of the Plan
                      Term, the LTIP will terminate. If the Target Level is
                      reached prior to the end of the Plan Term, the LTIP will
                      distribute Awards as provided herein and will terminate
                      after such distributions. A new long-term incentive plan
                      may be established after the termination of this LTIP, in
                      the sole discretion of the Board of Directors of the
                      Company.
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HOW IT WORKS          Awards under the LTIP will be tied to Awards Participants
                      receive under the MIP during the Plan Term.

                      If the Target Level is reached, the Award paid will be
                      equal to two times the cumulative dollar amount the
                      Participant received under the MIP during the Plan Term
                      (the "LTIP Award").

                      LTIP Awards will be paid in cash within 90 days of the end
                      of the calendar quarter in which the Target Level is
                      reached (the "Payment Date").

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Long Term Incentive Plan (LTIP), 1999
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                      If the Payment Date occurs prior to December 31, 2001, the
                      LTIP Award will be in an amount equal to two times the
                      cumulative dollar amount of MIP Awards paid or payable for
                      periods ending on or before the Payment Date, and the LTIP
                      Award will be paid on the Payment Date, or if the LTIP
                      Award cannot yet be calculated, on the next MIP payment
                      date. An additional LTIP Award in an amount equal to two
                      times the cumulative dollar amount of MIP Awards paid or
                      payable for periods ending after the Payment Date and on
                      or before December 31, 2001, will be paid concurrent with
                      the MIP Awards for such periods.
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EARLY AWARD           In the event of a Change of Control or a sale of
                      substantially all of the assets of the Company, a
                      Participant will receive two times the cumulative dollar
                      amount received under the MIP during the Plan Term through
                      the date of the Change of Control or sale of substantially
                      all of the assets. A public offering of stock or similar
                      transaction shall not be deemed to be a Change of Control
                      or sale of substantially all of the assets of the Company.
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SEPARATIONS           Except as set forth below, a Participant must be employed
                      by the Company on the last day of the Plan Term in order
                      to receive any LTIP Award.

                      If a Participant retires during the Plan Term (and
                      qualifies for an immediate pension under the Huntsman
                      Packaging Corporation Defined Benefit Pension Plan) dies,
                      or becomes disabled (as defined under the Company's Long
                      Term Disability Plan), he/she will receive a pro rata
                      portion of the LTIP Award based on the actual days worked
                      during the Plan Term. Distribution will be made on the
                      Payment Date(s) determined for all other Participants in
                      the LTIP.

                      If a Participant's employment is terminated at any time
                      prior to the end of the Plan Term, by the employee or by
                      the Company, with or without cause, for any reason other
                      than retirement, death, or disability, the Participant
                      shall not be eligible to participate in the LTIP, shall
                      not receive any LTIP Award, and shall forfeit any rights
                      he/she may have had in the LTIP.
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GENERAL PROVISIONS    1. Job Change.  Eligible Officers and key executive
                         employees who become eligible to participate in the
                         LTIP by reason of a job change will be eligible for a
                         prorated LTIP Award based on the actual days worked
                         during the Plan Term, if they meet all other

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Long Term Incentive Plan (LTIP), 1999
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                         requirements of the LTIP. In the case of job changes
                         involving a change in the Bonus Target Payment Level,
                         the Participant will receive the new level based on the
                         actual days working during the Plan Term at the new
                         level.


                      2. Disciplinary Action.  In order to participate in the
                         LTIP, the Participant must not have been subject to any
                         disciplinary action during the Plan Term.

                      3. No Employment Right.  Participation in the LTIP
                         shall not confer on a Participant any right to continue
                         in the employment of the Company, nor shall it
                         interfere with the Company's right to terminate the
                         employment of a Participant at any time.

                      4. Non-transferability.  A Participant shall not have any
                         right to assign, transfer, pledge, or hypothecate any
                         benefits or payments under the LTIP, other than by will
                         or by the laws of descent and distribution.

                      5. Creditors.  Payments held by the Company before
                         distribution shall not be subject to execution,
                         attachment or similar process at law or in equity.

                      6. Withholding.  The Company will deduct federal, state,
                         and local taxes, and any employee benefit related
                         withholdings required to be withheld with respect to
                         the payment of any incentive.

                      7. Definitions.

                               EBITDA         Earnings calculated in
                                              accordance with GAAP, before
                                              interest expense, income
                                              taxes, depreciation and
                                              amortization (and after
                                              accruals for Awards paid
                                              under the MIP and LTIP).

                                              In the event of acquisitions,
                                              EBITDA from the predecessor
                                              company will be included from
                                              the beginning of the year
                                              through the time of the
                                              acquisition.

                                              In the case of divestitures,
                                              the EBITDA of the divested
                                              business will be excluded
                                              from the beginning of the
                                              year through the time of
                                              divestiture.

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Long Term Incentive Plan (LTIP), 1999
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                               MARKET         Calculated quarterly. The product
                               VALUE OF       achieved by multiplying the most
                               EQUITY         recent twelve months EBITDA by
                                              6.5, less Net Debt
                                              (Interest-Bearing Debt minus Cash
                                              and Cash Equivalents).

                               CHANGE OF      The sale by Jon M. Huntsman, and/
                               CONTROL        or Richard P. Durham and Christena
                                              H. Durham of voting control of the
                                              Company, other than in connection
                                              with a public offering of the
                                              shares of the Company, as defined
                                              under the Securities and Exchange
                                              Act.
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MODIFICATION OF       The Company may modify, supplement, suspend, or terminate
THE LTIP              the LTIP at any time without the authorization of
                      Participants, to the extent allowed by law. No
                      modification, suspension, or termination shall adversely
                      alter or affect any right or obligation under the LTIP
                      that existed prior to such modification, supplement,
                      suspension, or termination. The Company's Board of
                      Directors will determine the effect on incentives of any
                      such event and make adjustments and/or payments as it, in
                      its sole discretion, determines appropriate.
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OTHER                 Subject to the control of the Executive Committee of the
                      Board of Directors, the Company's CEO will exercise
                      executive control over the LTIP.

                      The LTIP shall be governed by and construed under the laws
                      of the State of Utah.
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