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                                                                     EXHIBIT 4.2

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                          SUPPLEMENTAL INDENTURE NO. 2

                                       To

                    INDENTURE DATED AS OF SEPTEMBER 30, 1997

                                       Re:

                                  $125,000,000
                    9-1/8% SENIOR SUBORDINATED NOTES DUE 2007

                                       OF

                         HUNTSMAN PACKAGING CORPORATION


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               This SUPPLEMENTAL INDENTURE NO. 2 to INDENTURE (the "Supplemental
Indenture") is entered into among HUNTSMAN PACKAGING CORPORATION, a Utah
corporation (the "Company"), HUNTSMAN PACKAGING OF CANADA, LLC, a Utah limited
liability company ("Packaging LLC"), VA ACQUISITION CORP., a Delaware
corporation ("VA Acquisition"), HUNTSMAN EDISON FILMS CORPORATION, a Delaware
corporation ("Huntsman Edison"), EDISON PLASTICS INTERNATIONAL, INC., a Delaware
corporation ("Edison International") and THE BANK OF NEW YORK, as trustee (the
"Trustee").

                                    RECITALS

               WHEREAS, the Company, the Guarantors and the Trustee have entered
into that certain Indenture dated as of September 30, 1997 (the "Original
Indenture") providing for the issuance and delivery by the Company of its 9 1/8%
Senior Subordinated Notes due 2007 (the "Notes");

               WHEREAS, the Company has entered into that certain Credit
Agreement dated as of September 30, 1997 among the Company, The Chase Manhattan
Bank, as Administrative Agent, Chase Securities Inc., as Arranger, and the other
parties thereto, as amended and restated as of May 14, 1998, (as further
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement");

               WHEREAS, Packaging LLC became a Restricted Subsidiary of the
Company February 27, 1998, VA Acquisition became a Restricted Subsidiary of the
Company [April __, 1998] and Huntsman Edison and Edison International became
Restricted Subsidiaries of the Company [May 19, 1998]

               WHEREAS, Packaging LLC, VA Acquisition, Huntsman Edison and
Edison International have guaranteed the obligations of the Company incurred
pursuant to the Credit Agreement (the "Credit Agreement Guarantee");

               WHEREAS, Section 4.19 of the Indenture requires that the Company
make Packaging LLC, VA Acquisition, Huntsman Edison and Edison International
guarantors of the obligations of the Company under the Indenture; and

               WHEREAS, Article Eleven of the Indenture provides for the terms
and conditions of the guarantee of the obligations of the Company under the
Indenture by the Restricted Subsidiaries of the Company.

               NOW, THEREFORE, in consideration of the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows
for the benefit of each other party and for the equal and ratable benefit of the
Holders:


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               Section 1. GUARANTEE.

               For value received, Packaging LLC, VA Acquisition, Huntsman
Edison and Edison International hereby each agrees to become a party to the
Indenture as a Guarantor under and pursuant to Article Eleven of the Indenture
and to unconditionally guarantee, on a senior subordinated basis, to each Holder
and the Trustee and its successors and assigns, that (a) the principal of,
premium, if any, and interest on the Notes (and any Additional Interest payable
thereon) shall be duly and punctually paid in full when due, whether at
maturity, upon redemption at the option of Holders pursuant to the provisions of
the Notes relating thereto, by acceleration or otherwise, and interest on the
overdue principal and (to the extent permitted by law) interest, if any, on the
Notes and all other obligations of the Company or the Guarantors to the Holders
or the Trustee thereunder and all other obligations shall be promptly paid in
full or performed, all in accordance with the terms thereof; and (b) in case of
any extension of time or renewal of any Notes or any of such other obligations,
the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at maturity, by acceleration or
otherwise. Packaging LLC, VA Acquisition, Huntsman Edison and Edison
International each further agrees that its obligations under Article Eleven of
the Indenture shall be unconditional, irrespective of the validity, regularity
or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provision thereof, any release of any other Guarantor, the recovery of any
judgment against the Company, any action to enforce the same, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor.

               Notwithstanding the foregoing, the Guarantee of the Notes shall
be automatically and unconditionally released and discharged, without any
further action required on the part of the Trustee or any Holder, upon: (i) the
unconditional release of Packaging LLC, VA Acquisition, Huntsman Edison or
Edison International, as the case may be, from its liability in respect of the
Credit Agreement Guarantee has been executed and delivered; or (ii) any sale or
other disposition (by merger or otherwise) to any person which is not a
Restricted Subsidiary of all of the Company's Capital Stock in, or all or
substantially all of the assets of, Packaging LLC, VA Acquisition, Huntsman
Edison or Edison International, as the case may be, provided that (a) such sale
or disposition of such Capital Stock or assets is otherwise in compliance with
the terms of the Indenture and (b) the Credit Agreement Guarantee has been
released by the holders of the Indebtedness so guaranteed thereunder; or (iii)
Packaging LLC, VA Acquisition, Huntsman Edison or Edison International, as the
case may be, has become an Unrestricted Subsidiary in accordance with the
Indenture.

               Section 2. MISCELLANEOUS.

               2.1 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION

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OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

               2.2 Confirmation of the Original Indenture. Except as amended
hereby, the Original Indenture shall remain in full force and effect and is
hereby ratified and confirmed in all respects.

               2.3 Multiple Counterparts. The parties may sign multiple
counterparts of this Supplemental Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent one and the same
agreement.

               2.4 Separability. Each provision of this Supplemental Indenture
shall be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

               2.5 Headings. The captions of the various section headings of
this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

               2.6 The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company and the Guarantor.

               2.7 Definitions. All terms defined in the Indenture shall have
the same meaning in this Supplemental Indenture unless otherwise defined herein.

               2.8 Guarantee. Concurrent with the execution of this Supplemental
Indenture, Packaging LLC VA Acquisition, Huntsman Edison and Edison
International shall execute and deliver a Guarantee substantially in the form of
Exhibit A hereto.

                            [signature page follows]


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               IN WITNESS WHEREOF, the parties hereto caused this Supplemental
Indenture to be duly executed as of this 19th day of May, 1998.

                                            HUNTSMAN PACKAGING CORPORATION


                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


                                            HUNTSMAN PACKAGING OF CANADA, LLC.

                                            VA ACQUISITION CORPORATION

                                            HUNTSMAN EDISON FILMS CORPORATION

                                            EDISON PLASTICS INTERNATIONAL, INC.


                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


                                            THE BANK OF NEW YORK, as Trustee


                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________










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                                    GUARANTEE


               FOR VALUE RECEIVED, the undersigned each hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note in the amounts and at the times when due and
interest on the overdue principal, premium, if any, and interest, if any, of
this Note, if lawful, and the payment or performance of all other obligations of
the Company under the Indenture (as defined below) or the Notes, to the Holder
of the Note and the Trustee, all in accordance with and subject to the terms and
limitations of this Note, Article Eleven of the Indenture and the Guarantee.
This Guarantee will become effective in accordance with Article Eleven of the
Indenture and its terms shall be evidence therein. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Note.

               Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of September 30, 1997, among
HUNTSMAN PACKAGING CORPORATION, a Utah corporation, as issuer (the "Company"),
each of the Guarantors named therein and THE BANK OF NEW YORK, as trustee (the
"Trustee"), as amended or supplemented (the "Indenture").

               The obligations of the undersigned to the Holders of Notes and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article Eleven of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.

               THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. The undersigned Guarantors hereby
each agrees to submit to the jurisdiction of the courts of the State of New York
in any action or proceeding arising out of or relating to this Guarantee.

               This Guarantee is subject to release upon the terms set forth in
the Indenture.

                            [signature page follows]




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               IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be
duly executed.

Dated: May 19, 1998

                                            HUNTSMAN PACKAGING OF
                                              CANADA, LLC, as Guarantor

                                            VA ACQUISITION CORPORATION

                                            HUNTSMAN EDISON FILMS CORPORATION

                                            EDISON PLASTICS INTERNATIONAL, INC.



                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________



                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________