<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM 10-Q


(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the quarterly period ended March 31, 2002

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period from ___________ to __________


                        Commission file number 333-40067


                               PLIANT CORPORATION
             (Exact name of registrant as specified in its charter)


            Utah                                                87-0496065
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)



                         1515 Woodfield Road, Suite 600
                              Schaumburg, IL 60173
                                 (847) 969-3300

          (Address of principal executive offices and telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X     No
     ----       ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. On May 2, 2002, there were
596,491 outstanding shares of the registrant's Common Stock.

================================================================================

<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2002 AND DECEMBER 31, 2001 (DOLLARS IN THOUSANDS) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     March 31,          December 31,
                                                                                       2002                 2001
                                                                                   -------------        ------------
<S>                                                                                <C>                  <C>
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                                     $      4,205         $      4,818
     Receivables, net of allowances of $2,273 and $2,438, respectively                  134,536              125,436
     Inventories                                                                         83,768               83,948
     Prepaid expenses and other                                                           3,233                3,026
     Income taxes receivable                                                              1,132                  985
     Deferred income taxes                                                                3,748                2,563
                                                                                   --------------       -------------

         Total current assets                                                           230,622              220,776

PLANT AND EQUIPMENT, net                                                                369,655              369,324

INTANGIBLE ASSETS, net                                                                  230,550              231,199

OTHER ASSETS                                                                             30,301               30,384
                                                                                   --------------       -------------

TOTAL ASSETS                                                                       $    861,128         $    851,683
                                                                                   ==============       =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Current portion of long-term debt                                             $        318         $     17,767
     Trade accounts payable                                                             106,877              101,508
     Accrued liabilities                                                                 42,174               43,097
                                                                                   --------------       -------------

         Total current liabilities                                                      149,369              162,372

LONG-TERM DEBT, including current portion refinanced with long-term debt                710,353              695,556

OTHER LIABILITIES                                                                        20,025               18,944

DEFERRED INCOME TAXES                                                                    27,429               26,156
                                                                                   --------------       -------------

         Total liabilities                                                              907,176              903,028
                                                                                   --------------       -------------
         Minority  Interest                                                                 235                  271
REDEEMABLE PREFERRED STOCK - 200,000 shares authorized, 130,983 shares
     outstanding and designated as Series A, no par value, with a redemption and
     liquidation value of $1,000 per share                                              132,067              126,149
                                                                                   --------------       -------------

REDEEMABLE COMMON STOCK - no par value; 60,000 shares authorized; 53,996 shares
         outstanding as of March 31, 2002 and 53,996 outstanding
         as of December 31, 2001, net of related stockholders' notes receivable of
         $12,727 at March 31, 2002 and $12,720 at December 31, 2001                      16,771               16,778
                                                                                   --------------       -------------
                                                                                        148,838              142,927
STOCKHOLDERS' DEFICIT:
     Common stock - no par value; 10,000,000 shares authorized, 542,560 shares
         outstanding at March 31, 2002 and 542,571 at December 31, 2001                 103,317              103,362
     Warrants to purchase common stock                                                   38,715               38,715
     Accumulated deficit                                                               (329,670)            (326,356)
     Stockholders' notes receivable                                                        (626)                (616)
     Accumulated other comprehensive income                                              (6,857)              (9,648)
                                                                                   --------------       -------------

         Total stockholders' deficit                                                   (195,121)            (194,543)
                                                                                   --------------       -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $    861,128         $    851,683
                                                                                   ==============       =============
</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>


PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (IN THOUSANDS) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                      March 31,
                                                                       -----------------------------------------
                                                                           2002                          2001
                                                                       -------------                 -------------
<S>                                                                    <C>                           <C>
NET SALES                                                               $  210,083                      $202,659

COST OF SALES                                                              164,504                       160,696
                                                                       -------------                 -------------

     Gross profit                                                           45,579                        41,963
                                                                       -------------                 -------------

OPERATING EXPENSES:
     Sales, General and Administrative                                      20,702                        20,094
     Stock-based compensation related to
           Administrative employees                                              -                         7,033
     Research and Development                                                2,110                         2,404
     Plant Closing Costs                                                     1,846                             -
                                                                       -------------                 -------------

         Total operating expenses                                           24,658                        29,531
                                                                       -------------                 -------------

OPERATING INCOME                                                            20,921                        12,432

INTEREST EXPENSE                                                           (16,855)                      (20,360)

OTHER INCOME  - Net                                                            452                           895
                                                                       -------------                 -------------

INCOME (LOSS) BEFORE INCOME TAXES                                            4,518                        (7,033)

INCOME TAX PROVISION (BENEFIT)                                               1,942                        (2,309)
                                                                       -------------                 -------------

NET INCOME (LOSS)                                                         $  2,576                     $  (4,724)
                                                                       =============                 =============
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>


PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (IN THOUSANDS) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       2002                2001
                                                                                   --------------      --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                <C>                 <C>
     Net  income (loss)                                                                 $  2,576           $  (4,724)
     Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
         Depreciation and amortization                                                    11,343              10,089
         Deferred income taxes                                                                88              (2,015)
         Stock-based compensation related to administrative employees                          -               7,033
         Loss on disposal of assets                                                          (63)                116
         Changes in assets and liabilities:
              Receivables                                                                 (9,100)              2,252
              Inventories                                                                    180              (3,662)
              Prepaid expenses and other                                                    (207)             (1,151)
              Income taxes payable/receivable                                               (147)               (311)
              Other assets                                                                    83               1,104
              Trade accounts payable                                                       5,369              (2,943)
              Accrued liabilities                                                            746               7,777
              Other liabilities                                                            1,081               1,098
              Other                                                                          (36)                  -
                                                                                   --------------      --------------

                  Net cash provided by operating activities                               11,913              14,663
                                                                                   --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of assets                                                              -               7,914
     Capital expenditures for plant and equipment                                        (10,475)            (15,310)
                                                                                   --------------      --------------

                  Net cash used in investing activities                                  (10,475)             (7,396)
                                                                                   --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from issuance of stock and net change
       in related stockholders' notes receivables                                            (34)                (99)
     Principal payments on long-term debt                                                 (5,761)             (8,251)
     Payment on revolving debt                                                             3,109              (3,000)
                                                                                   --------------      --------------

                  Net cash used in financing activities                                   (2,686)            (11,350)
                                                                                   --------------      --------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH
     AND CASH EQUIVALENTS                                                                    635               3,352
                                                                                   --------------      --------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (613)               (731)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                                         4,818               3,060
                                                                                   --------------      --------------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                                            $  4,205           $   2,329
                                                                                   ==============      ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

     Cash paid (received) during the period for:

         Interest                                                                     $    8,968         $     6,820
         Income taxes                                                                 $      318         $    (1,663)
     Other non-cash disclosure:
         Preferred Stock dividends accrued but not paid                               $    5,581         $     3,793
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

PLIANT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2002   (IN THOUSANDS) (UNAUDITED)



<TABLE>
<CAPTION>

                                                                                                     ACCUMULATED
                                     COMMON STOCK         WARRANTS                    STOCKHOLDERS'     OTHER
                                  --------------------   TO PURCHASE   ACCUMULATED       NOTES      COMPREHENSIVE
                                   SHARES     AMOUNT    COMMON STOCK     DEFICIT       RECEIVABLE       INCOME          TOTAL
                                  --------------------  ------------   -----------    ------------- -------------    -----------
<S>                               <C>      <C>          <C>            <C>            <C>           <C>              <C>
BALANCE, DECEMBER 31, 2001            543   $103,362       $38,715      $(326,356)      $(616)        $(9,648)        $(194,543)

Net income                              -         -              -          2,576            -               -            2,576

Fair value change in interest
  rate derivatives classified
  as cash flow hedges                   -         -              -              -            -           1,669            1,669

Preferred stock dividend and
    Accretion                           -         -              -        (5,890)            -               -          (5,890)



Repurchase of common stock              -      (45)              -              -            -               -             (45)

Amortization of discount on
    stockholder's note
    receivable                          -         -              -              -         (10)               -             (10)

Foreign currency transaction
    Adjustment                          -         -              -               -           -           1,122            1,122
                                     ----  --------        -------      ----------    ----------      --------       ----------

BALANCE, MARCH 31, 2002               543  $103,317        $38,715      $(329,670)        $(626)      $(6,857)       $(195,121)
                                     ====  ========        =======      ==========    ==========      ========       ==========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>


PLIANT CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.    BASIS OF PRESENTATION

      The accompanying condensed consolidated financial statements have been
      prepared, without audit, in accordance with U.S. generally accepted
      accounting principles and pursuant to the rules and regulations of the
      Securities and Exchange Commission. The information reflects all normal
      recurring adjustments that, in the opinion of management, are necessary
      for a fair presentation of the financial position, results of operations
      and cash flows of Pliant Corporation and its subsidiaries ("Pliant" or the
      "Company") as of the dates and for the periods presented. Results of
      operations for the period ended March 31, 2002 are not necessarily
      indicative of results of operations to be expected for the full fiscal
      year.

      Certain information in footnote disclosures normally included in financial
      statements presented in accordance with U.S. generally accepted accounting
      principles has been condensed or omitted in accordance with the rules and
      regulations of the Securities and Exchange Commission. These statements
      should be read in conjunction with the Company's Annual Report on Form
      10-K for the year ended December 31, 2001 and the Company's Registration
      Statement on Form S-4 (File No. 333-86532). Certain reclassifications have
      been made to the condensed consolidated financial statements for the
      quarter ended March 31, 2002 for comparative purposes.


2.    INVENTORIES

      Inventories are valued at the lower of cost (using the first-in, first-out
      method) or market value. Inventories as of March 31, 2002 and December 31,
      2000 consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                          March 31,              December 31,
                                            2002                     2001
                                          ---------              -----------
<S>                                       <C>                    <C>
           Finished goods                   $51,250                  $50,738
           Raw materials                     26,715                   27,499
           Work-in-process                    5,803                    5,711
                                            -------                  -------

           Total                            $83,768                  $83,948
                                            =======                  =======
</TABLE>


3.    PLANT CLOSING COSTS, OFFICE CLOSING COSTS AND WORKFORCE REDUCTION

      PLANT CLOSING COSTS -- During 2000, we approved and announced a strategic
      initiative to cease operations at our Dallas, Texas; Birmingham, Alabama;
      and Harrington, Delaware facilities. These facilities represent a portion
      of our Design, Industrial and Specialty Films segments, respectively. The
      intent of this initiative was to maximize the capacity of other company
      owned facilities by moving the production from these locations to plants
      that were not operating at capacity. As a result of this strategic
      initiative, we recorded a pre-tax charge of $19.6 million which is
      included as part of plant closing costs in the consolidated statement of
      operations for the year ended December 31, 2000. Of the $19.6 million,
      $13.8 million represented a reserve for impaired plant and equipment, $5.0
      million represented a



                                       6
<PAGE>

      charge for severance costs and $0.8 million represented a charge for other
      closure costs and inventory write-offs. The major actions relating to the
      exit of these facilities include closing each of the respective
      facilities, disposal of the related equipment of each facility and
      termination of the employees of the respective facilities. As of December
      31, 2000, we had completed our closure of our Dallas facility. In
      addition, we completed the closure of our Birmingham facility during the
      second quarter of 2001.

      During the third quarter of 2001, we analyzed the economics of closing our
      Harrington facility in light of changes in customer demand and our recent
      acquisition of Uniplast. These changes together with the movement of a
      production line from our Birmingham plant have significantly improved the
      profitability of the Harrington plant. As a result, we revised our plans
      to close that facility. During the first six months of 2001, $1.1 million
      was incurred to downsize the Harrington facility. The remaining balance of
      the plant closure costs of $7.6 million accrued in 2000 was credited to
      plant closing costs in the consolidated statement of operations for the
      year ended December 31, 2001.

      The following is a summary of the key elements of the 2000 exit plan,
      excluding Harrington as management revised their closure plans for that
      facility in 2001:

<TABLE>
<CAPTION>
                                                                  DALLAS  BIRMINGHAM     TOTAL
                                                                  ------  ----------     -----
<S>                                                               <C>     <C>           <C>
                   Number of employees to be terminated........       68        105          173
                   Book value of property and equipment to be
                     Disposed of...............................   $1,593     $8,913     $ 10,506
                   Estimated proceeds from disposal............    1,200      1,749        2,949
                                                                   -----      -----
                   Net write-off from disposal.................      393      7,164        7,557
                   Severance costs.............................      588      2,271        2,859
                   Other closure costs.........................      302        225          527
                                                                  ------     ------     --------
                   Total closure costs.........................   $1,283     $9,660     $ 10,943
                                                                  ======     ======     ========
</TABLE>

      We do not anticipate the loss of any revenues or income from the closure
      of these facilities due to the fact that their respective sales volumes
      will be transferred to other facilities. As of March 31, 2002 the
      remaining reserves related to other costs are included in other accrued
      liabilities in the accompanying consolidated balance sheets while the
      reserve for impairment of property and equipment has been recorded as a
      direct reduction of the net property and equipment balances. Utilization
      of the reserves remaining as of March 31, 2002 is summarized below:

<TABLE>
<CAPTION>
                                                               UTILIZED
                                                 BALANCE   ----------------                 BALANCE
                                                12/31/01   NON-CASH    CASH    REVERSAL     3/31/02
                                                --------   --------    ----    --------     -------
<S>                                             <C>         <C>      <C>       <C>          <C>
                Property and equipment
                reserves.....................   $  2,556    $    -   $    -                 $ 2,556
                Severance costs..............          -         -        -                       -
                Other costs..................        233         -      170                      63
                                                --------    ------   ------                 -------
                Total........................   $  2,789    $    -      170     $             2,619
                                                ========    ======   ======     =======     =======
</TABLE>

      As of March 31, 2002, 68 and 105 of the expected employee terminations had
      been completed at our Dallas and Birmingham facilities, respectively. As
      of March 31, 2002, all planned employee terminations had been completed at
      the Harrington facility. There were no reserves remaining for the
      Harrington facility closure as of December 31, 2001.

      As a part of the Uniplast acquisition the Company approved a plan to close
      three Uniplast production facilities and reduce the sales and
      administrative personnel. As of December 31, 2001 the closure of the
      production plants and reduction of sales and administrative personnel were
      complete. Severance costs of this plan of $3.0 million were accrued as a
      part of the cost of the acquisition. The cost of relocating production
      lines to existing company



                                       7
<PAGE>

      locations is being expensed to plant closing costs in the consolidated
      statements of operations. The Company incurred approximately $3.0 million
      for these relocation costs in 2001. During the three months ended March
      31, 2002 the Company incurred approximately $1.8 million for these
      relocation costs.

      OFFICE CLOSING COSTS AND WORKFORCE REDUCTION -- During the fourth quarter
      of 2000, we approved and announced a cost saving initiative resulting in a
      company-wide workforce reduction, relocation of the corporate office from
      Salt Lake City, Utah to the Chicago, Illinois area and closure of the
      Dallas, Texas divisional office. As a result of this initiative we
      recorded a pre-tax charge of $7.1 million, which was included as part of
      selling, general and administrative expenses in the accompanying
      consolidated statements of operations for the year ended December 31,
      2000. The major actions relating to this initiative included a reduction
      in workforce due to consolidation of duties, and closing the offices in
      Dallas, Texas and Salt Lake City, Utah. We completed the workforce
      reduction of 52 employees and the closure of the office in Dallas, Texas
      during the first quarter of 2001, as well as the Salt Lake City office
      closure during the second quarter of 2001. The following is a summary of
      the key elements of this plan:

<TABLE>
<CAPTION>
                                                        WORKFORCE    RELOCATION OF   CLOSURE OF
                                                        REDUCTION  CORPORATE OFFICE DALLAS OFFICE  TOTAL
                                                        ---------  ---------------- ------------- -------
<S>                                                     <C>        <C>              <C>           <C>
                          Number of employees......           52            36              2         90
                          Leasehold improvements...                     $1,000                    $1,000
                          Severance cost...........      $ 2,940         2,352          $  21      5,313
                          Other costs related to
                          leases...................                        721             82        803
                                                         -------        ------          -----     ------
                          Total cost...............      $ 2,940        $4,073          $ 103     $7,116
                                                         =======        ======          =====     ======
</TABLE>

      As of March 31, 2002, the remaining reserves related to severance costs
      and other costs related to leases. These reserves are included in other
      accrued liabilities in the accompanying consolidated balance sheets, while
      the reserve for impairment related to leasehold improvements has been
      recorded as a reduction of the net property and equipment balance. In the
      fourth quarter of 2001 an additional $0.9 million was accrued to revise
      the estimate of future non-cancelable lease costs in excess of income from
      subleasing. Utilization of these reserves during the period ended March
      31, 2002 is summarized below:


<TABLE>
<CAPTION>
                                                                    UTILIZED
                                                       BALANCE   ----------------    ADDITIONAL   BALANCE
                                                      12/31/01   NON-CASH    CASH      ACCRUAL    3/31/02
                                                      --------   --------    ----      -------    -------
<S>                                                    <C>       <C>        <C>        <C>        <C>
                          Leasehold improvements...    $    -    $     -    $    -     $    -     $    -

                          Severance cost...........       128          -        78          -         50
                                                       ------    -------    ------     ------     ------
                          Other costs related to
                          leases...................     1,136          -       159          -        977
                          Total cost...............    $1,264    $     -    $  237     $    -     $1,027
                                                       ======    =======    ======     ======     ======

</TABLE>


      As of March 31, 2002, 52, 35 and 2 of the expected employee terminations
      had been completed of the workforce reduction, closure of the Salt Lake
      City and the closure of the Dallas offices respectively.

4.    REDEEMABLE COMMON STOCK

      Under the May 2000 stock purchase agreements, we have repurchase rights,
      which allow us to repurchase certain shares from the employees, if the
      individuals cease to be employees for any reason. The repurchase rights
      lapse as follows: (1) one-sixth on January 1, 2001, so long as the
      recipient is still our employee on such date and (2) the remainder in
      equal increments over a five-year period commencing on December 31, 2000
      as follows: (a) in full if 100% or more of the



                                       8
<PAGE>

      applicable target market value of equity is achieved as of the end of the
      applicable calendar year and (b) partial, if more than 90% of the
      applicable target market value of equity is achieved or (c) if the target
      market value of equity is not achieved, in full on December 31, 2009. The
      repurchase rights terminate in the event of certain acceleration events as
      defined in the agreement. The repurchase price per share is the original
      price paid by the employee plus interest compounded annually at 7%
      commencing on the 181st day after the date of termination of the employee
      through the date on which the shares are actually repurchased.

      In addition, under employment agreements, additional repurchase rights and
      put options were established. The repurchase rights allow the Company to
      repurchase shares, not already subject to the May 2000 stock purchase
      agreement repurchase rights, from the employee in the event of termination
      for any reason. The put options allow for the employees to require the
      Company to purchase all of the shares in the event of resignation for good
      reason, death, disability or retirement, subject to the restrictive
      provisions of any credit or other agreements. However, the put option
      related to 32,750 shares, in no event can be exercised until January 1,
      2006. The price under the repurchase rights and the put options is the
      fair market value of the common stock, as determined in good faith.

      On December 27, 2000, we entered into a severance agreement with an
      employee. Under the agreement, we cancelled approximately $133,000 of
      accrued interest on a note receivable. We repurchased 6,211 shares of
      restricted stock for $483.13 per share and offset the purchase price
      against $3.0 million of note principal. In addition, on January 2, 2001,
      we repurchased an additional 539 shares of restricted stock for $483.13
      per share and offset the purchase price against $260,000 of note
      principal. The Company's repurchase rights were changed on the remaining
      7,423 shares of common stock owned by this individual, whereby the Company
      agreed not to repurchase the shares until February 28, 2003 at a
      repurchase price of the greater of the fair market value and $111.53 per
      share. Interest ceased to accrue on the remaining $787,000 balance of the
      note related to the sale of stock in 1999. Further, the put option was
      cancelled. As a result of these modifications, a $323,000 discount on the
      note receivable balance was recorded as compensation expense in 2000. The
      discount will be amortized to interest income over the remaining term of
      the note. In the event we determine to repurchase the stock from this
      individual at an amount that is: (1) greater than the fair value of the
      stock (i.e. the note balance is greater than the fair value) or (2)
      greater than the note balance as a result of future increases in fair
      value of the stock, we will record additional expense.

      On January 22, 2001, we entered into a severance agreement with another
      employee. Under this agreement, we cancelled approximately $85,000 of
      accrued interest on a note receivable. We repurchased 3,125 shares of
      restricted stock for $483.13 and offset the purchase price against $1.5
      million of note principal. We further agreed to cease interest on the
      remaining $302,000 principal balance of the note receivable related to 625
      shares and to cease interest on the $262,000 principal balance related to
      the sale of stock in 1999. As a result of these interest modifications, a
      $208,000 discount on the note receivable balance was recorded as
      compensation expense in the first quarter of 2001. The discount will be
      amortized to interest income over the remaining term of the note. In
      addition, the Company's repurchase rights and the individual's put option
      were changed on the remaining 2,832 shares of common stock owned by this
      individual. We agreed not to repurchase and the individual agreed not to
      exercise the put option on the shares until February 28, 2003. The
      repurchase price and the put option price were changed to be the greater
      of the fair value of the stock or the balance on the note receivable.
      Because the fair value of these shares was $483.13 per share on January
      22, 2001, compensation expense of approximately $1.0 million was recorded
      in the first quarter of 2001, which represents the difference between the
      carrying amount and the fair value of the 2,622 shares common stock that
      are subject to the note receivable.

      On February 1, 2001, we amended the note agreements with another employee
      that were issued in connection with the sale of restricted stock in 1999
      and 2000. Under the amended agreements,



                                       9
<PAGE>

      interest ceases to accrue, effective December 31, 2000, on one note with a
      principal balance of $1.6 million and another note with a principal
      balance of $7.0 million. Further, the notes were modified to remove the
      full recourse provisions and modify the pledge agreement. As a result of
      these modifications, the sale of stock for notes will now be accounted for
      as stock options and will be subject to variable accounting. Accordingly,
      changes in the fair value of the common stock in excess of the note
      balance will be recorded as compensation expense until the note is paid in
      full. In addition, interest income will not be recorded on these notes. In
      connection with this modification we recorded compensation expense of $6.0
      million, in the first quarter of 2001.

      Because of the modifications of these employee notes, in the first quarter
      of 2001 another employee's 2000 stock purchase will be accounted for as
      stock options, subject to variable accounting. In addition, interest
      income will not be recorded on this note with a principal balance of $3.7
      million.


5.    STOCK OPTION PLANS

      During the three months ended March 31, 2002, options to purchase 2,680
      shares were forfeited due to employee terminations.

6.    SUBSEQUENT EVENTS

      Effective April 2, 2002, we entered into an amendment of our credit
      facilities to, among other things, permit the offering of $100 million
      aggregate principal amount of our 13% Senior Subordinated Notes due 2010
      (the "2002 Notes"). The amendment also adjusted certain financial
      covenants, including the leverage and interest coverage ratios and the
      permitted amount of capital expenditures. The amendment also allows us to
      borrow additional term loans in an aggregate principal amount of up to $85
      million under an uncommitted incremental tranche B facility, the proceeds
      of which will be used to finance certain permitted acquisitions, if any,
      completed prior to March 31, 2003. We incurred an amendment fee of $1.3
      million in connection with the amendment. We also incurred approximately
      $0.5 million of legal and administrative expenses in connection with
      negotiating the amendment.

      On April 10, 2002 we completed the private offering of the Notes at an
      issue premium of $3.75 million. The total cost of issuance is expected to
      be approximately $5.0 million. We used approximately $93.3 million of the
      net proceeds from the issuance of the 2002 Notes to repay indebtedness
      under our credit facilities, including a repayment of approximately $63.3
      million on our revolving credit facility and a $30 million repayment on
      our term loans. Our credit facilities limit the use of the remaining net
      proceeds to repayments on our credit facilities or certain permitted
      acquisitions. We will be required to repay, on December 31, 2002,
      additional term loans in the amount by which $18 million exceeds the
      amount we invest in certain acquisitions. We and those of our subsidiaries
      that guaranteed the 2002 Notes have agreed to complete an exchange offer,
      pursuant to which we will offer to exchange the 2002 Notes for notes
      registered under the Securities Act of 1933.

7.    DERIVATIVE INSTRUMENTS

      Effective January 1, 2001, we adopted SFAS No. 133, "Accounting for
      Derivative Instruments and Hedging Activities", as amended by SFAS No. 137
      and SFAS No. 138. In accordance with the statements, we recognize the fair
      value of derivatives as either assets or liabilities in the balance sheet.
      To the extent that the derivatives qualify as a hedge, gains or losses
      associated with the effective portion are recorded as a component of other
      comprehensive income while the ineffective portion is recognized in
      income.



                                       10
<PAGE>

      At the adoption of this pronouncement, we had one interest rate cap
      agreement, which had been entered into during the fourth quarter of 2000.
      As a result, the initial adoption of this pronouncement did not result in
      a material effect to our financial statements.

      During 2001, we entered into four additional interest rate derivative
      agreements with financial institutions. During the three months ended
      March 31, 2002, we entered into an additional interest rate derivative
      agreement with a financial institution. We use our interest rate
      derivatives to manage interest rate risk associated with future interest
      payments on variable rate borrowings under our Credit Facilities. Our
      interest rate derivative agreements are considered cash flow hedges and
      consisted of the following as of March 31, 2002 (dollars in millions):


<TABLE>
<CAPTION>
                                    Notional        Variable              Fixed               Maturity
              Type                   Amount          Rate*               Rate **               Dates
-------------------------------   ------------  ----------------  ---------------------  ------------------
<S>                               <C>           <C>               <C>                    <C>
      Interest rate cap               $128.0         LIBOR               10.00%              12/31/2003
      Interest rate cap                 30.0         LIBOR                7.25%              02/09/2004
      Interest rate collar              40.0         LIBOR            4.15% - 7.25%          02/13/2004
      Interest rate swap                60.0         LIBOR                5.40%              02/13/2004
      Interest rate swap                50.0         LIBOR                4.32%              12/20/2004
      Interest rate swap                50.0         LIBOR                3.90%              12/18/2005

</TABLE>
 * Three-month LIBOR, as defined; 1.94% as of March 31, 2002
** Strike for caps; floor and strike for collar; fixed LIBOR for swap
   agreements.

      The fair value of our interest rate derivative agreements is reported on
      our consolidated balance sheet at March 31, 2002 in other liabilities of
      approximately $1.3 million and in other assets of approximately $0.05
      million. The effective portion of the changes in fair value of these
      instruments is reported in other comprehensive income. As the hedged
      contract matures, the gain or loss is recorded as interest expense in the
      consolidated statement of operations. We monitor the effectiveness of
      these contracts each quarter. Any changes in fair value of the ineffective
      portion of the instruments is reported as interest expense in the
      consolidated statement of operations. The ineffective portion for the
      three months ended March 31, 2002 was not material.

      We are exposed to credit losses in the event of nonperformance by the
      counter-party to the financial instrument. We anticipate, however, that
      the counter-party will be able to fully satisfy its obligations under the
      contract. Market risk arises from changes in interest rates.


8.   OPERATING  SEGMENTS

      Operating segments are components of our business for which separate
      financial information is available that is evaluated regularly by our
      chief operating decision maker in deciding how to allocate resources and
      in assessing performance. This information is reported on the basis that
      it is used internally for evaluating segment performance.

      We have three reportable operating segments: design products, industrial
      films and specialty films. The design products segment produces printed
      rollstock, bags and sheets used to package products in the food and other
      industries. The industrial films segment produces stretch films, used for
      industrial unitizing and containerization, and PVC films, used to wrap
      meat, cheese and produce. The specialty films segment produces converter
      films that are sold to other flexible packaging manufacturers for
      additional fabrication, barrier films that contain and protect food and
      other products, and other films used in the personal care, medical,
      agriculture and horticulture industries. Disclosures for each product line
      within operating segments are not required because amounts of net revenues
      are impracticable to obtain.



                                       11
<PAGE>

      The accounting policies of the operating segments are the same as those
      described in the summary of significant accounting policies. Sales and
      transfers between our segments are eliminated in consolidation. We
      evaluate performance of the operating segments based on profit or loss
      before income taxes, not including plant closing costs and other
      nonrecurring gains or losses. Our reportable segments are managed
      separately with separate management teams, because each segment has
      differing products, customer requirements, technology and marketing
      strategies.

      Segment profit or loss and segment assets as of and for the three months
      ended March 31, 2002 and 2001 are presented in the following table (in
      thousands):

       <TABLE>
       <CAPTION>
                                            DESIGN        INDUSTRIAL      SPECIALTY    CORPORATE/
                                           PRODUCTS         FILMS           FILMS        OTHER           TOTAL
<S>                                       <C>            <C>              <C>         <C>              <C>
       MARCH 31, 2002
       Net sales to customers              $48,858        $60,370          $100,855    $        -       $210,083
       Intersegment sales                      736          2,347             1,620       (4,703)              -
                                         ---------       --------         ---------      --------     ----------
       Total net sales                      49,594         62,717           102,475       (4,703)        210,083
       Depreciation and amortization         2,618          1,976             3,678        3,071          11,343
       Interest expense                        494            124                 5       16,232          16,855
       Segment profit (loss)                 6,723         12,493            22,822      (37,520)          4,518
       Segment total assets                182,021        130,229           447,713      101,165         861,128
       Capital expenditures                  2,101          2,685             4,547        1,142          10,475

       MARCH 31, 2001
       Net sales to customers              $53,369        $61,597         $  87,693    $       -        $202,659
       Intersegment sales                    2,004          1,539             2,269       (5,812)              -
                                         ---------        -------          --------     ---------     ----------
       Total net sales                      55,373         63,136            89,962       (5,812)        202,659
       Depreciation and amortization         2,509          1,976             2,793        2,811          10,089
       Interest expense                        887            (29)                6       19,496          20,360
       Segment profit (loss)                 9,220         11,019            18,766      (46,038)         (7,033)
       Segment total assets                178,254        125,531           398,816       76,333         778,934
       Capital expenditures                  4,225          2,638             7,402        1,045          15,310
</TABLE>


                                       12
<PAGE>


A reconciliation of the totals reported for the operating segments to our totals
reported in the condensed consolidated financial statements is as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                      March 31,
                                                                      ---------

                                                               2002                     2001
                                                               ----                     ----
<S>                                                          <C>                     <C>
    PROFIT OR LOSS

    Total profit for reportable segments                     $  42,038               $  39,005
         Stock-based compensation related to
          Administrative employees                                   -                  (7,033)
    Plant Closing costs                                         (1,846)                      -
    Unallocated amounts:
       Corporate expenses                                      (19,442)                (19,509)
       Interest expense                                        (16,232)                (19,496)
                                                             ---------               ---------

       Income (loss) before taxes                            $   4,518               $  (7,033)
                                                             =========               =========
</TABLE>


<TABLE>
<CAPTION>
                                                       March 31, 2002   March 31, 2001
                                                       --------------   --------------
<S>                                                    <C>              <C>
    ASSETS
    Total assets for reportable segments                 $ 759,963         $ 702,601
    Intangible assets not allocated to segments             46,689            14,528
    Other unallocated assets                                54,476            61,805
                                                         ---------         ---------

          Total consolidated assets                      $ 861,128         $ 778,934
                                                         =========         =========
</TABLE>

9.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

      The following condensed consolidating financial statements present, in
      separate columns, financial information for (i) Pliant (on a parent only
      basis), with its investment in its subsidiaries recorded under the equity
      method, (ii) guarantor subsidiaries (as specified in the Indenture, dated
      May 31, 2000 (the "2000 Indenture"), relating to Pliant's $220 million
      senior subordinated notes due 2010 (the "2000 Notes") and the Indenture,
      dated April 10, 2002 (the "2002 Indenture" and, together with the 2000
      Indenture, the "Indentures"), relating to Pliant's $100 million senior
      subordinated notes due 2010 (the "2002 Notes" and, together with the 2000
      Notes, the "Notes")) on a combined basis, with any investments in
      non-guarantor subsidiaries specified in the Indenture recorded under the
      equity method, (iii) direct and indirect non-guarantor subsidiaries on a
      combined basis, (iv) the eliminations necessary to arrive at the
      information for Pliant and its subsidiaries on a consolidated basis, and
      (v) Pliant on a consolidated basis, in each case as of March 31, 2002 and
      December 31, 2001 and for the three months ended March 31, 2002 and 2001.
      The Notes are fully and unconditionally guaranteed on a joint and several
      basis by each guarantor subsidiary and each guarantor subsidiary is wholly
      owned, directly or indirectly, by Pliant. There are no contractual
      restrictions limiting transfers of cash from guarantor and non-guarantor
      subsidiaries to Pliant. The condensed consolidating financial statements
      are presented herein, rather than separate financial statements for each
      of the guarantor subsidiaries because management believes that separate
      financial statements relating to the guarantor subsidiaries are not
      material to investors.

                                       13
<PAGE>


PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2002 (IN THOUSANDS) (UNAUDITED)


<TABLE>
<CAPTION>
                                                             Pliant
                                                          Corporation     Combined      Combined                   Consolidated
                                                            (Parent      Guarantor    Non-Guarantor                   Pliant
                                                             Only)      Subsidiaries  Subsidiaries  Eliminations   Corporation
                                                          -----------   ------------  ------------  ------------   -----------
<S>                                                      <C>            <C>            <C>            <C>            <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                             $      --      $     965      $   3,240      $      --      $   4,205
   Receivables - net                                       104,326          8,588         21,622             --        134,536
   Inventories                                              66,074          8,133          9,561             --         83,768
   Prepaid expenses and other                                2,177            531            525             --          3,233
   Income taxes receivable                                     148            (44)         1,028             --          1,132
   Deferred income taxes                                     5,757             --         (2,009)            --          3,748
                                                         ---------      ---------      ---------      ---------      ---------
      Total current assets                                 178,482         18,173         33,967             --        230,622
PLANT AND EQUIPMENT - Net                                  298,558         22,198         48,899             --        369,655
INTANGIBLE ASSETS - Net                                    210,367          3,545         16,638             --        230,550
INVESTMENT IN SUBSIDIARIES                                  67,683             --             --        (67,683)            --
OTHER ASSETS                                                27,033            182          3,086             --         30,301
                                                         ---------      ---------      ---------      ---------      ---------
TOTAL ASSETS                                             $ 782,123      $  44,098      $ 102,590      $ (67,683)     $ 861,128
                                                         =========      =========      =========      =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Current portion of long-term debt                     $     318      $      --      $      --      $      --      $     318
   Trade accounts payable                                   88,573          3,490         14,814             --        106,877
   Accrued liabilities                                      34,054          1,571          6,549             --         42,174
   Due to (from) affiliates                                (14,979)        19,112         (4,133)            --             --
                                                         ---------      ---------      ---------      ---------      ---------
      Total current liabilities                            107,966         24,173         17,230             --        149,369
LONG-TERM DEBT - Net of current portion                    678,353             --         32,000             --        710,353
OTHER LIABILITIES                                           18,478             --          1,547             --         20,025
DEFERRED INCOME TAXES                                       23,749          1,260          2,420             --         27,429
                                                         ---------      ---------      ---------      ---------      ---------
      Total liabilities                                    828,546         25,433         53,197             --        907,176
                                                         ---------      ---------      ---------      ---------      ---------

MINORITY INTEREST                                             (140)            --            375             --            235
REDEEMABLE STOCK:
    Preferred Stock                                        132,067             --             --             --        132,067
    Common Stock                                            16,771             --             --             --         16,771
                                                         ---------      ---------      ---------      ---------      ---------
REDEEMABLE STOCK                                           148,838             --             --             --        148,838
                                                         ---------      ---------      ---------      ---------      ---------
STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock                                            103,317         14,020         29,616        (43,636)       103,317
   Warrants                                                 38,715             --             --             --         38,715
   Retained earnings accumulated (deficit)                (329,670)         4,656         23,807        (28,463)      (329,670)
   Stockholders' note receivable                              (626)            --             --             --           (626)
   Accumulated other comprehensive loss                     (6,857)           (11)        (4,405)         4,416         (6,857)
                                                         ---------      ---------      ---------      ---------      ---------
      Total stockholders' equity (deficit)                (195,121)        18,665         49,018        (67,683)      (195,121)
                                                         ---------      ---------      ---------      ---------      ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)     $ 782,123      $  44,098      $ 102,590      $ (67,683)     $ 861,128
                                                         =========      =========      =========      =========      =========
</TABLE>


                                       14
<PAGE>



PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2001 (IN THOUSANDS) (UNAUDITED)


<TABLE>
<CAPTION>
                                                        PLIANT
                                                      CORPORATION    COMBINED       COMBINED                  CONSOLIDATED
                                                       (PARENT       GUARANTOR    NON-GUARANTOR                  PLIANT
                                                         ONLY)     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CORPORATION
                                                         -----     ------------   ------------  ------------  -----------
<S>                                                  <C>            <C>            <C>            <C>            <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                         $      --      $     967      $   3,851      $      --      $   4,818
   Receivables, net                                     94,163          7,321         23,952             --        125,436
   Inventories                                          65,135          9,087          9,726             --         83,948
   Prepaid expenses and other                            1,856            398            772             --          3,026
   Income taxes receivable                                 361              7            617             --            985
   Deferred income taxes                                 4,670           (314)        (1,793)            --          2,563
                                                     ---------      ---------      ---------       --------       --------
      Total current assets                             166,185         17,466         37,125             --        220,776
PLANT AND EQUIPMENT, net                               293,628         26,386         49,310             --        369,324
INTANGIBLE ASSETS, net                                 210,946          3,628         16,625             --        231,199
INVESTMENT IN SUBSIDIARIES                              62,837             --             --        (62,837)            --
OTHER ASSETS                                            27,188            182          3,014             --         30,384
                                                     ---------      ---------      ---------       --------       --------
TOTAL ASSETS                                         $ 760,784      $  47,662      $ 106,074      $ (62,837)     $ 851,683
                                                     =========      =========      =========      =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Current portion of long-term debt                 $  81,099      $   4,678      $  15,731      $      --      $ 101,508
    Trade accounts payable                              36,541          1,703          4,853             --         43,097
   Accrued liabilities                                  17,767             --             --             --         17,767
   Due to (from) affiliates                            (24,978)        22,147          2,831             --             --
                                                     ---------      ---------      ---------       --------       --------
      Total current liabilities                        110,429         28,528         23,415             --        162,372
LONG-TERM DEBT, net of current portion                 662,556             --         33,000             --        695,556
OTHER LIABILITIES                                       17,411             --          1,533             --         18,944
DEFERRED INCOME TAXES                                   22,108          1,625          2,423             --         26,156
                                                     ---------      ---------      ---------       --------       --------
      Total liabilities                                812,504         30,153         60,371             --        903,028
                                                     ---------      ---------      ---------       --------       --------
MINORITY INTEREST                                         (104)            --            375             --            271
REDEEMABLE STOCK:
    Preferred stock                                    126,149             --             --             --        126,149
    Common stock                                        16,778             --             --             --         16,778
                                                     ---------      ---------      ---------       --------       --------
REDEEMABLE STOCK                                       142,927             --             --             --        142,927
                                                     ---------      ---------      ---------       --------       --------
STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock                                        103,362         14,020         29,616        (43,636)       103,362
   Warrants to purchase common stock                    38,715             --             --             --         38,715
   Retained earnings (accumulated deficit)            (326,356)         3,500         21,215        (24,715)      (326,356)
   Shareholder note receivable                            (616)            --             --             --           (616)
   Accumulated other comprehensive income (loss)        (9,648)           (11)        (5,503)         5,514         (9,648)
                                                     ---------      ---------      ---------       --------       --------
      Total stockholders' equity (deficit)            (194,543)        17,509         45,328        (62,837)      (194,543)
                                                     ---------      ---------      ---------       --------       --------
TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)                  $ 760,784      $  47,662      $ 106,074      $ (62,837)     $ 851,683
                                                     =========      =========      =========      =========      =========
</TABLE>

                                       15
<PAGE>


PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2002 (IN THOUSANDS) (UNAUDITED)


<TABLE>
<CAPTION>
                                                        Pliant
                                                     Corporation     Combined      Combined                   Consolidated
                                                       (Parent      Guarantor    Non-Guarantor                   Pliant
                                                        Only)      Subsidiaries  Subsidiaries   Eliminations   Corporation
                                                        -----      ------------  ------------   ------------   -----------
<S>                                                   <C>          <C>           <C>            <C>           <C>
SALES , Net                                           $ 170,037     $  10,739      $  34,010      $ (4,703)      $ 210,083
COST OF SALES                                           133,336         9,502         26,369        (4,703)       164,504
                                                      ---------     ---------      ---------      ---------      --------

GROSS PROFIT                                             36,701         1,237          7,641             -         45,579
OPERATING EXPENSES                                       21,194            84          3,380              -        24,658
                                                      ---------     ---------      ---------      ---------      --------

OPERATING INCOME                                         15,507         1,153          4,261             -         20,921
INTEREST EXPENSE                                        (16,237)            -           (618)            -        (16,855)
EQUITY IN EARNINGS OF SUBSIDIARIES                        3,748             -              -        (3,748)             -
OTHER INCOME  (EXPENSE), Net                                 14             3            435             -            452
                                                      ---------     ---------      ---------      ---------      --------

INCOME (LOSS) BEFORE INCOME TAXES                         3,032         1,156          4,078        (3,748)         4,518
INCOME TAX PROVISION (BENEFIT)                              456              -         1,486              -         1,942
                                                      ---------     ---------      ---------      ---------      --------

NET INCOME (LOSS)                                     $   2,576     $   1,156      $   2,592      $ (3,748)      $  2,576
                                                      =========     =========      =========      ========       ========
</TABLE>

                                       16
<PAGE>

PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2001 (IN THOUSANDS) (UNAUDITED)


<TABLE>
<CAPTION>
                                                        Pliant
                                                     Corporation     Combined      Combined                   Consolidated
                                                       (Parent      Guarantor    Non-Guarantor                   Pliant
                                                        Only)      Subsidiaries  Subsidiaries   Eliminations   Corporation
                                                        -----      ------------  ------------   ------------   -----------
<S>                                                    <C>         <C>           <C>            <C>           <C>
SALES, Net                                             $170,938      $  9,559        $27,974       $(5,812)      $202,659
COST OF SALES                                           137,226         7,888         21,394        (5,812)       160,696
                                                       --------      --------        -------       --------      --------

GROSS PROFIT                                             33,712         1,671          6,580             -         41,963
OPERATING EXPENSES                                       26,859            90          2,582               -       29,531
                                                       --------      --------        -------       --------      --------

OPERATING INCOME                                          6,853         1,581          3,998             -         12,432
INTEREST EXPENSE                                        (19,470)            -           (890)            -        (20,360)
EQUITY IN EARNINGS OF SUBSIDIARIES                        3,873             -              -        (3,873)             -
OTHER INCOME  (EXPENSE), Net                                418           165            312              -           895
                                                       --------      --------        -------       --------      --------

INCOME (LOSS) BEFORE INCOME TAXES                        (8,326)        1,746          3,420        (3,873)        (7,033)
INCOME TAX PROVISION (BENEFIT)                           (3,602)            -          1,293              -        (2,309)
                                                       --------      --------        -------       --------      --------

NET INCOME (LOSS)                                      $ (4,724)     $  1,746        $ 2,127       $(3,873)     $  (4,724)
                                                       ========      ========        =======       ========     =========
</TABLE>

                                       17


<PAGE>
PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 (IN THOUSANDS) (UNAUDITED)
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                           Pliant
                                                        Corporation    Combined      Combined                   Consolidated
                                                          (Parent     Guarantor   Non-Guarantor                    Pliant
                                                           Only)     Subsidiaries  Subsidiaries   Eliminations   Corporation
                                                        -----------  ------------ -------------   ------------  ------------
<S>                                                     <C>          <C>          <C>           <C>             <C>
CASH FLOWS PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                                $ 14,991     $ (3,745)     $     667                 -   $ 11,913
                                                         --------     --------      ---------   ---------------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Asset transfers                                         (4,805)       4,805              -                 -          -
   Capital expenditures for plant and equipment            (8,442)      (1,328)          (705)                -    (10,475)
                                                         --------     --------      ---------   ---------------   --------
        Net cash provided by investing activities         (13,247)       3,477           (705)                -    (10,475)
                                                         --------     --------      ---------   ---------------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock and
     net change in related stockholders' notes
     receivables                                              (34)           -              -                 -        (34)
   Principal payments on long-term debt                    (1,652)           -         (1,000)                -     (2,652)
                                                         --------     --------      ---------   ---------------   --------

     Net cash used in financing
     Activities                                            (1,686)           -         (1,000)                -     (2,686)
                                                         --------     --------      ---------   ---------------   --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
   EQUIVALENTS                                                (58)         266            427                 -        635
                                                         --------     --------      ---------   ---------------   --------
NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                        -           (2)          (611)                -       (613)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE
   PERIOD                                                       -          967          3,851                 -      4,818
                                                         --------     --------      ---------   ---------------   --------

CASH AND CASH EQUIVALENTS AT
    END OF THE PERIOD                                    $      -      $   965       $  3,240   $             -   $  4,205
                                                         ========     ========      =========   ===============   ========
</TABLE>

                                      18

<PAGE>


PLIANT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 (IN THOUSANDS) (UNAUDITED)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               Pliant      Combined       Combined                     Consolidated
                                                            Corporation    Guarantor    Non-Guarantor                     Pliant
                                                            Parent Only  Subsidiaries   Subsidiaries   Eliminations    Corporation
                                                            -----------  ------------   ------------   ------------    -----------
<S>                                                         <C>          <C>            <C>            <C>            <C>
CASH FLOWS PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                                     $ 21,192      $ (4,574)       $ (1,955)          --         $ 14,663
                                                              --------      --------        --------    ---------         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of assets                                  2,966         4,948              --           --            7,914
   Capital expenditures for plant and equipment                (12,378)       (1,802)         (1,130)          --          (15,310)
                                                              --------      --------        --------    ---------         --------
        Net cash provided by investing activities               (9,412)        3,146          (1,130)          --           (7,396)
                                                              --------      --------        --------    ---------         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock and net
      change in related stockholders' notes receivables            (99)          (99)
   Principal payments on long-term debt                        (10,146)           --          (1,105)          --          (11,251)
                                                              --------      --------        --------    ---------         --------
      Net cash used in financing
      Activities                                               (10,245)           --          (1,105)          --          (11,350)
                                                              --------      --------        --------    ---------         --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENT     (1,994)        1,457           3,889           --            3,352
                                                              --------      --------        --------    ---------         --------
NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                          (459)           29            (301)          --             (731)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD               459            10           2,591           --            3,060
                                                              --------      --------        --------    ---------         --------
CASH AND CASH EQUIVALENTS AT
    END OF THE PERIOD                                         $     --      $     39        $  2,290    $      --         $  2,329
                                                              ========      ========        ========    =========         ========
</TABLE>


                                      19

<PAGE>

10.   POTENTIAL ACQUISITION

      On December 31, 2001 we signed an agreement to purchase substantially
      all of the assets of Decora Industries, Inc., a New York based
      manufacturer of printed, plastic films sold under the Con-Tact brand
      name. Decora is a debtor in possession in a voluntary case filed under
      chapter 11 of the United States Bankruptcy Code. Decora had 2001 revenue
      of approximately $49.8 million. The asset purchase agreement and the
      amendment are subject to certain conditions to closing,which are beyond
      our control, and must be approved by the United States Bankruptcy Court.
      As part of the asset purchase agreement and the on-going negotiations we
      have a $1.0 million deposit in escrow and a $2.2 million receivable for
      various sales of products to Decora. The deposit is included as part of
      Other Assets in the March 31, 2002 balance sheet. The receivable is
      included as part of the Receivables in the March 31, 2002 balance sheet.


11.   NEW ACCOUNTING STANDARDS

      In July, 2001, the Financial Accounting Standards Board (FASB) issued
      Statement of Accounting Standards (SFAS) No. 141, "Business
      Combinations" and No. 142 "Goodwill and Other Intangible Assets". SFAS
      requires that the purchase method of accounting be used for all business
      combinations completed after June 30, 2001, clarifies the recognition of
      intangible assets separately from goodwill and requires that unallocated
      negative goodwill be written off immediately as an extraordinary gain.
      SFAS No. 142, which was effective for fiscal years beginning after
      December 15, 2001, requires that ratable amortization of goodwill be
      replaced with periodic tests of goodwill impairment and that intangible
      assets, other than goodwill, which have determinable useful lives, be
      amortized over their useful lives. As required by SFAS 142 the company
      stopped amortizing goodwill effective January 1, 2002. The Company is
      currently evaluating any possible impairment of goodwill under SFAS 142
      guidelines. The Company expects to complete this evaluation in the
      second or third quarter of 2002. The following is a reconciliation of
      net income and earnings per share between the amounts reported in the
      first quarter of 2001 and the adjusted amounts reflecting these new
      accounting rules:


<TABLE>
<CAPTION>
                                                                    Three months ended
            (Dollars in thousands)                                    March 31, 2001
                                                                   ---------------------
<S>                                                               <C>
    Net income/(loss):
                 Reported net income/(loss).....................         $ (4,724)
                 Goodwill amortization..........................            1,008
                                                                          -------
                 Adjusted net income............................         $ (3,716)
                                                                          ========
</TABLE>


                                      20




<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze our consolidated
financial condition, liquidity and capital resources and results of
operations. This analysis should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in our Annual Report on Form 10-K for the year ended December 31,
2001 (the "2000 10-K") and our Registration Statement on Form S-4 (file No.
333-86532). This section contains certain forward-looking statements within
the meanings of federal securities laws that involve risks and uncertainties,
including statements regarding our plans, objectives, goals, strategies and
financial performance. Our actual results could differ materially from the
results anticipated in these forward-looking statements as a result of factors
set forth under "Cautionary Statement for Forward-Looking Information" below
and elsewhere in this report.

GENERAL

We generate our revenues, earnings and cash flows from the sale of film and
flexible packaging products throughout the world. We manufacture these
products at 26 facilities located in North America, Central America, Europe
and Australia. Our sales have grown primarily as a result of strategic
acquisitions made over the past several years, increased levels of production
at acquired facilities, return on capital expenditures and the overall growth
in the markets for film and flexible packaging products.

In July 2001, we acquired 100% of the outstanding stock of Uniplast Holdings
Inc., a manufacturer of multi-layer packaging films, industrial films and
cast-embossed films, with operations in the United States and Canada, for
approximately $56.0 million. In connection with the acquisition of Uniplast,
we announced a plan to close three of Uniplast's six plants, move certain
purchased assets to other locations and to terminate the sales, administration
and technical employees of Uniplast. All three of these plants were closed in
2001 and we intend to sell all three plants.

During the second quarter of 2001, we completed the implementation of a
company-wide supply chain cost initiative. This initiative, which we began in
the fourth quarter of 1999, focused on improving the efficiency of our
operations through improvements to our procurement, logistics, planning and
production processes.

During 2001, we continued the transition of our corporate headquarters from
Salt Lake City, Utah to Schaumburg, Illinois, and we made certain changes in
our management. During the first quarter of 2001, we incurred non-cash
stock-based compensation expense of approximately $7.0 million as a result of
certain modifications to our senior management employment arrangements with
two executive officers.
                                      21
<PAGE>


RESULTS OF OPERATIONS

The following table sets forth net sales, expenses, and operating income and
such amounts as a percentage of net sales, for the three months ended March 31,
2002 and 2001 (dollars in millions).

<TABLE>
<CAPTION>
                                       Three Months Ended March 31
                                    ---------------------------------
                                         2002              2001
                                    --------------     --------------
                                             % of                % of
                                       $    Sales         $     Sales
                                    ------  ------     ------   ------
<S>                                 <C>      <C>       <C>      <C>
Net sales                           $210.1   100.0%    $202.7   100.0%
Cost of sales                        164.5    78.3      160.7    79.3
                                     -----    ----      -----    ----
Gross profit                          45.6    21.7       42.0    20.7
Total operating expenses              24.7    11.8       29.5    14.6
                                      ----    ----       ----    ----
Operating income                     $20.9     9.9%    $ 12.5     6.1%
                                     =====    =====    ======   =====
</TABLE>

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Net Sales

Net sales increased by $7.4 million, or 3.7%, to $210.1 million for the first
quarter of 2002, from $202.7 million for the three months ended March 31, 2001.
The increase was primarily due to a 13.1% increase in sales volume partially
offset by a 8.4% decrease in our average selling price. In the markets we serve,
the average selling price of our products generally increases or decreases as
the price of resins, our primary raw material, increases or decreases. Average
resin prices were significantly lower during the first quarter of 2002 compared
to the first quarter of 2001 resulting in a significant decrease in our average
selling prices.

Gross Profit

Gross profit increased by $3.6 million, or 8.6%, to $45.6 million for the first
quarter of 2002, from $42.0 million for the three months ended March 31, 2001.
The increase was primarily due to the increase in sales volumes.

Total Operating Expenses

Total operating expenses decreased by $4.8 million, or 16.3%, to $24.7 million
for the first quarter of 2002 from $29.5 million for the three months ended
March 31, 2001. The significant items contributing to most of this increase
relate to two unusual items: $7.0 million of non-cash stock-based compensation
expense related to administrative employees for the three month period ended
March 31, 2001, and $1.8 million of plant closing costs related primarily to
cost of moving production lines from the plants acquired and closed as a result
of the Uniplast acquisition for the period ended March 31, 2002. Excluding the
effect of these two unusual items total operating expenses increased $0.4
million or 1.7%. This increase was principally as a result of costs related to
organizational changes and relocation of offices.

                                       22

<PAGE>

Operating Income

Operating income increased by $8.4 million, or 67.2%, to $20.9 million for the
three months ended March 31, 2002 from $12.5 million for the three months ended
March 31, 2001, due to the factors discussed above. Excluding the unusual items
described above from both periods, operating income would have been $22.7
million for the first quarter of 2002 as compared to $19.5 million for the first
quarter of 2001.

Interest Expense

Interest expense decreased by $3.5 million, or 17.2%, to $16.9 million for the
three months ended March 31, 2002, from $20.4 million for the three months ended
March 31, 2001. This decrease was primarily due to the reduction in LIBOR which
decreased the variable interest rate on our term debt.

Other Income

Other income decreased to income of $0.5 million for the three months ended
March 31, 2002, from $0.9 million for the three months ended March 31, 2001, a
decrease in income of $0.4 million. The decrease was primarily due to an
insurance claim which was received during the first quarter of 2001 for an ice
storm at the McAlester plant.

Income Tax Expense (Benefit)

Income tax expense for the three months ended March 31, 2002 was $1.9 million or
43.0% as compared to an income tax benefit of $2.3 million or 32.8%. The change
in the effective income tax rate is primarily due to adjustments made to the net
operating loss carried forward and the resulting deferred tax balances as a
result of the completion of a recent IRS audit.

OPERATING SEGMENT REVIEW

   General Operating segments are components of our company for which separate
financial information is available that is evaluated regularly by our chief
operating decision maker in deciding how to allocate resources and in assessing
performance. For more information on our operating segments see Note 8 to the
unaudited condensed consolidated financial statements.

THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2001

Specialty Films

  Net Sales. The net sales of our specialty films segment increased $13.2
million, or 15.1%, to $100.9 million for the three months ended March 31, 2002
from $87.7 million for the three months ended March 31, 2001. This increase was
primarily due to an 18.6% increase in sales volume partially offset by a 3.0%
decrease in our average selling prices. The increase sales volume was primarily
as a result of the Uniplast acquisition. Selling prices decreased principally
due to the effects of a decrease in resin prices in the first quarter of 2002 as
compared to the same period in 2001.

  Segment Profit.The specialty films segment profit increased $4.0 million, or
21.3%, to $22.8 million for the three months ended March 31, 2002 from $18.8
million for the three months ended March 31, 2002. The increase was primarily
due to the increase in sales discussed above including the effect of the
Uniplast acquisition and improved margins.

                                       23

<PAGE>

  Segment Total Assets The specialty films segment total assets increased $48.9
million, or 12.3%, from $398.8 million as of March 31, 2001 to $447.7 million as
of March 31, 2002. The increase was principally due to the acquisition of
Uniplast, capital expenditures for capacity expansions and the reserve for plant
closing cost for Harrington that was deducted from segment assets as of March
31, 2001 partially offset by depreciation expenses.

Design Products

  Net Sales The net sales of our design products segment decreased $4.5 million,
or 8.4%, to $48.9 million for the three months ended March 31, 2002 from $53.4
million for the three months ended March 31, 2001. This decrease was primarily
due to a 8.3% decrease in our average selling prices. Sales volumes remained
relatively stable for the three months ended March 31, 2002 as compared to the
same period in 2001.

  Segment Profit The design products segment profit decreased $2.5 million, or
27.2%, to $6.7 million for the three months ended March 31, 2002 from $9.2
million for the three months ended March 31, 2001. This decrease was principally
due to slightly lower margins and a partial settlement received from a potential
customer received during the first quarter 2001.

  Segment Total Assets The design products segment total assets increased $3.7
million, or 2.1%, from $178.3 million as of March 31, 2001 to $182.0 million as
of March 31, 2002. Capital expenditures for capacity additions were partially
offset by depreciation expenses.

Industrial Films

  Net Sales.The net sales in our industrial films segment decreased $1.2
million, or 1.9%, to $60.4 million for the three months ended March 31, 2002
from $61.6 million for the three months ended March 31, 2001. This decrease was
due to a 12.8% increase in sales volumes primarily as a result of the Uniplast
acquisition that was more than offset by a 13.2% decrease in selling prices.
Selling prices decreased principally due to the effects of a decrease in resin
prices and a change in sales mix.

  Segment Profit The industrial films segment profit increased $1.5 million, or
13.6%, to $12.5 million for the three months ended March 31, 2002 to $11.0
million for the three months ended March 31, 2001. This increase was principally
due to the effect of higher sales volume from the acquisition of Uniplast
partially offset by a decrease in margins.

  Segment Total Assets. The industrial films segment total assets increased $4.7
million, or 3.7%, from $125.5 million as March 31, 2001 to $130.2 million as of
March 31, 2002. This increase was principally due to the addition of assets from
the Uniplast acquisition and to capital expenditures for maintenance of business
which were offset by depreciation expenses. In addition, segment total assets at
March 31, 2001 reflected a deduction relating to a reserve for plant closing
costs at our Harrington facility. A portion of this amount was credited back to
segment total assets during 2001 as a result of our determination not to close
the Harrington facility.

UNALLOCATED CORPORATE EXPENSES

Unallocated corporate expenses remained relatively stable at $19.4 million for
the three months ended March 31, 2002 as compared to $19.5 million for the same
period last year.


                                       24

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES


Net Cash Provided by Operating Activities

Net cash provided by operating activities was $11.9 million for the three
months ended March 31, 2002, a decrease of $2.8 million, or 18%, from the same
period in 2001. This decrease was principally due to changes in working
capital items partially offset by improved operating results in the first
quarter of 2002 as compared to the first quarter of 2001.


Net Cash Used in Investing Activities

Net cash used in investing activities was $10.5 million for the three months
ended March 31, 2002, as compared to $7.4 million for the same period in 2001.
Capital expenditures were $10.5 million and $15.3 million for the periods
ended March 31, 2002 and 2001, respectively. Capital expenditures in both
periods were primarily for major expansion projects in all of our product
lines. We expect capital expenditures to be at the same level as the first
quarter for the remaining quarters in 2002. In 2001, we received $7.9 million
as part of a sale-leaseback transaction of newly-acquired machinery and
equipment.


Net Cash Used in Financing Activities

Net cash used in financing activities was $2.7 million for the three months
ended March 31, 2002, compared to $11.4 million for the same period in 2001.
The activity for both periods primarily represented principal payments on our
term loans and borrowings and repayments under the revolving credit facility.


Liquidity

As of March 31, 2002, we had approximately $81.2 million of working capital
and approximately $51.5 million available under our $100.0 million revolving
credit facility. We had $5.9 million of letters of credit issued, which
reduces the amount available for borrowings under our revolving credit
facility. As of March 31, 2002, the debt under our credit facilities bore
interest at a weighted average rate of 7.7%.

As of March 31, 2002, we had $4.2 million in cash and cash equivalents, of
which the majority was held by our foreign subsidiaries. The effective tax
rate of repatriating this money and future foreign earnings to the United
States varies from approximately 25% to 45%, depending on various U.S. and
foreign tax factors, including each foreign subsidiary's country of
incorporation. High effective repatriation tax rates may limit our ability to
access cash and cash equivalents generated by our foreign operations for use
in our United States operations, including to pay principal, premium, if any,
and interest on our outstanding senior subordinated notes and our credit
facilities. For the three months ended March 31, 2002, our foreign operations
generated net income from continuing operations of approximately $2.6 million.

Effective April 2, 2002, we entered into an amendment of our credit facilities
to, among other things, permit the offering of $100 million aggregate
principal amount of our 13% Senior Subordinated Notes due 2010 (the "2002
Notes"). The amendment also adjusted certain financial covenants, including
the leverage and interest coverage ratios and the permitted amount of capital
expenditures. The amendment also allows us to borrow additional term loans in
an aggregate principal amount of up to $85 million under an uncommitted
incremental tranche B facility, the proceeds of which will be used to finance
certain permitted acquisitions, if any, completed prior to March 31, 2003. We
incurred an amendment fee of $1.3 million in connection



                                      25
<PAGE>


with the amendment. We also incurred approximately $0.5 million of legal and
administrative expenses in connection with negotiating the amendment.

On April 10, 2002 we completed the private offering of the 2002 Notes. We used
approximately $93.3 million of the net proceeds from the issuance of the Notes
to repay indebtedness under our credit facilities, including a repayment of
approximately $63.3 million on our revolving credit facility and a $30 million
repayment on our term loans. Our credit facilities limit the use of the
remaining net proceeds to repayments on our credit facilities or certain
permitted acquisitions. We will be required repay, on December 31, 2002,
additional term loans in the amount by which $18 million exceeds the amount we
invest in certain acquisitions. The following table sets forth the scheduled
principal payments on the credit facilities, the $220 million principal amount
Senior Subordinated Notes issued in May 2000 ( the "2000 Notes") and the 2002
Notes :

Year                           Principal Payment
------------------------------------------------
2002                           $              0
2003                                 19,599,205
2004                                 51,469,041
2005                                 60,744,922
2006                                 34,186,832
Thereafter                          583,200,000

Total Debt after issuance of the 2002 Notes and repayment of credit facilities
on April 10, 2002 was $750.5 million.

The foregoing table assumes a prepayment of term loans is not required on
December 31, 2002, and does not give effect to up to $85 million in additional
term loans that we may borrow under the uncommitted incremental tranche B
facility permitted under the amendment to the credit facilities.

In addition, we are required to make annual mandatory prepayments of the term
loans under the credit facilities within 90 days following the end of each
year in an amount equal to the amount by which 100% of excess cash flow for
such year ( or 50% of excess cash flow if our leverage ratio at the end of
such year is less than or equal to 4 to 1) exceeds the aggregate amount of
voluntary prepayments made since the last excess cash flow payment, subject to
the amount of voluntary prepayments made since the last excess cash flow
payment, subject to certain adjustments. In addition, the term loan facilities
are subject to mandatory prepayments in an amount equal to (a) 100% of the net
cash proceeds of equity and debt issuances by us or any of our subsidiaries,
in each case subject to certain exceptions.

The interest expense and scheduled principal payments on our borrowings effect
our future liquidity requirements. We expect that cash flows from operating
activities and available borrowings under our revolving credit facility of
$100 million available under the credit agreement will provide sufficient
working capital to operate our business, to make expected capital expenditures
and to meet foreseeable liquidity requirements.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING INFORMATION

Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws. Forward-looking
statements include statements concerning our plans, objectives, goals,
strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions,
business trends, and other information that is not historical information.
When used in this report, the words "estimates," "expects," "anticipates,"
"forecasts,"




                                      26
<PAGE>


"plans," "intends," "believes" and variations of such words or similar
expressions are intended to identify forward-looking statements. We may also
make additional forward-looking statements from time to time. All such
subsequent forward-looking statements, whether written or oral, by us or on
our behalf, are also expressly qualified by these cautionary statements.

All forward-looking statements, including, without limitation, management's
examination of historical operating trends, are based upon our current
expectations and various assumptions. Our expectations, beliefs and
projections are expressed in good faith and we believe there is a reasonable
basis for them. But, there can be no assurance that management's expectations,
beliefs and projections will result or be achieved. All forward-looking
statements apply only as of the date made. We undertake no obligation to
publicly update or revise forward-looking statements which may be made to
reflect events or circumstances after the date made or to reflect the
occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause our actual
results to differ materially from the forward-looking statements contained in
or contemplated by this report. These risks include, but are not limited to:
general economic and business conditions, particularly an economic downturn;
industry trends; increases in our leverage; interest rate increases; changes
in our ownership structure; raw material costs and availability, particularly
resin; competition; the loss of any of our significant customers; changes in
the demand for our products; new technologies; changes in distribution
channels or competitive conditions in the markets or countries in which we
operate; costs of integrating any future acquisitions; loss of our
intellectual property rights; foreign currency fluctuations and devaluations
and political instability in our foreign markets; changes in our business
strategy or development plans; availability, terms and deployment of capital;
availability of qualified personnel; and increases in the cost of compliance
with laws and regulations, including environmental laws and regulations. Each
of these risks and certain other uncertainties are discussed in more detail in
the 2001 10-K and in our Registration Statement on Form S-4 (file no.
333-86532), as amended, filed with the Securities and Exchange Commission.
There may be other factors, including those discussed elsewhere in this
report, that may cause our actual results to differ materially from the
forward-looking statements. Any forward-looking statements should be
considered in light of these factors.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various interest rate and resin price risks that arise in the
normal course of business. We finance our operations with borrowings comprised
primarily of variable rate indebtedness. We enter into interest rate collar and
swap agreements to manage interest rate market risks and commodity collar
agreements to manage resin market risks. Our raw material costs are comprised
primarily of resins. Significant increases in interest rates or the price of
resins could adversely affect our operating margins, results of operations and
ability to service our indebtedness. An increase of 1% in interest rates payable
on our variable rate indebtedness would increase our annual interest expense by
approximately $3.0 million, after accounting for the effect of our interest rate
hedge agreements.

As a result of the mandatory redemption features, as of March 31, 2002, the
carrying value of the Preferred Stock has been increased by $1.7 million to
reflect the accumulated accretion towards the $131.0 million redemption value
at May 31, 2011, excluding accumulated dividends. As of March 31, 2002, we
have accrued dividends of approximately $31.9 million, which is included as
part of the liquidation value of the Preferred Stock.



                                      27




<PAGE>


                          PART II. OTHER INFORMATION




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


      (a)      The following exhibits are filed with this report.

      4.1      Indenture, dated as of April 10, 2002, among Pliant
               Corporation, the Note Guarantors party thereto and The Bank of
               New York, as trustee (incorporated by reference to Exhibit 4.4
               to Pliant Corporation's Registration Statement on Form S-4
               (File No. 333-86532)).

      4.2      Exchange and Registration Rights Agreement, dated as of April
               10, 2002, among Pliant Corporation, the Note Guarantors party
               thereto, and J.P. Morgan Securities Inc. and Deutsche Bank
               Securities Inc., as Initial Purchasers (incorporated by
               reference to Exhibit 4.7 to Pliant Corporation's Registration
               Statement on Form S-4 (File No. 333-86532)).

      10.1     Amendment No. 3, dated as of April 2, 2002, to the Credit
               Agreement dated as of September 30, 1997, as amended and
               restated as of May 31, 2000 (incorporated by reference to
               Exhibit 10.15 to Pliant Corporation's Registration Statement on
               Form S-4 (File No. 333-86532)).

      (b)      No report on Form 8-K was filed during the quarter for which
               this report is filed. On April 8, 2002 subsequent to the end of
               the quarter, we filed a report on Form 8-K to report the sale
               of $100 million aggregate principal amount of 13% Senior
               Subordinated Notes due 2010.



                                      28






<PAGE>



                                  SIGNATURES


   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    PLIANT CORPORATION



                                     /s/ BRIAN E. JOHNSON
                                    ------------------------------------------
                                    BRIAN E. JOHNSON
                                    Executive Vice President and
                                    Chief Financial Officer
                                    (Authorized Signatory and
                                    Principal Financial and Accounting Officer)




Date:   May 3, 2002





                                      29