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                                                                    EXHIBIT 10.1


                             FIRST AMENDMENT TO THE
                                      1998
                         HUNTSMAN PACKAGING CORPORATION
                               STOCK OPTION PLAN

     This First Amendment to the 1998 Huntsman Packaging Corporation Stock
Option Plan (this "Amendment") is made as of April 5, 1999. Capitalized terms
used in this Amendment without definition shall have the meanings specified in
the 1998 Huntsman Packaging Corporation Stock Option Plan (as amended, the
"Plan").

     In accordance with the provisions of Section 15 of the Plan, the Plan is
hereby amended as follows:

1.   Section 9(d) of the Plan is hereby amended in its entirety to read as
follows:

     "(d) The "Market Value of Equity" of the Company on any given date shall
equal (Adjusted EBITDA x 6.5) minus (Adjusted Net Debt), where:

          "EBITDA" equals earnings from operations before interest expense,
          taxes, depreciation and amortization on the applicable date,
          determined in accordance with generally accepted accounting
          principles, consistently applied ("GAAP");

          "Adjusted EBITDA" equals the Company's EBITDA, as adjusted below, on
          the applicable date;

          "Net Debt" equals the Company's total interest bearing indebtedness on
          the applicable date minus balance sheet "Cash and Cash Equivalents" as
          of such date, determined in accordance with GAAP; and

          "Adjusted Net Debt" equals Net Debt, as adjusted below, on the
          applicable date.

          Adjusted EBITDA and Adjusted Net Debt shall be determined by making
          the following adjustments to the Company's EBITDA and to Net Debt;

               (A)  if the Company completes a material acquisition (an
          "Acquisition") during any of the first three quarters of a calendar
          year, the EBITDA of the acquired entity or business for the portion of
          the calendar year prior to the Acquisition shall be included in
          Adjusted EBITDA;

               (B)  if the Company completes a material divestiture (a
          "Divestiture") during any of the first three quarters of a calendar
          year, the EBITDA of the divested assets or business for the portion of
          the calendar year prior to the Divestiture shall be excluded from
          Adjusted EBITDA;

               (C)  if the Company engages in an Acquisition during the fourth
          quarter of a calendar year, and amount equal to the total of (x) all
          debt incurred with

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          respect to the Acquisition and (y) all transaction costs associated
          with the Acquisition shall be excluded from Adjusted Net Debt;

               (D)  if the Company engages in a Divestiture during the fourth
          quarter of a calendar year, (x) the total amount of the proceeds
          received by the Company with respect to the Divestiture shall be
          included in Adjusted Net Debt, and (y) the total amount of the
          budgeted EBITDA for the divested assets or business for all periods of
          the calendar year subsequent to the Divestiture shall be included in
          Adjusted EBITDA;

               (E)  the total amount of any charitable contributions made by the
          Company during a calendar year shall be added back to Adjusted EBITDA;

               (F)  the total amount of any fees paid by the Company to Huntsman
          Financial Corporation or its successors or assigns shall be added back
          to Adjusted EBITDA; and

               (G)  the total amount of all borrowings of shareholders of the
          Company from the Company shall be subtracted from Net Debt."

2.   The Plan. All references to the "Plan" in the Plan shall mean and refer to
the Plan as amended by this Amendment.

3.   No Other Amendments. Except as expressly provided in this Amendment, the
Plan is not otherwise modified and remains in full force and effect.






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