EXHIBIT 10.41

                     FIFTEENTH AMENDMENT TO CREDIT AGREEMENT

      This Fifteenth Amendment to Credit Agreement ("Amendment") is made and
entered into as of February ___, 1999 by and between ATLANTIS PLASTICS, INC.
("Borrower"), HELLER FINANCIAL, INC., in its capacity as Agent for the Lenders
party to the Credit Agreement described below ("Agent") and the Lenders which
are signatories hereto.

      WHEREAS, Agent, Lenders and Borrower are parties to a certain Credit
Agreement dated as of February 22, 1993 and all amendments thereto (as such
agreement has from time to time been amended, supplemented or otherwise
modified, the "Agreement"); and

      WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth;

      NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

      1. DEFINITIONS. Capitalized terms used in this Amendment, unless otherwise
defined herein, shall have the meaning ascribed to such terms in the Agreement.

      2. AMENDMENTS. Subject to the conditions set forth below, the Agreement is
amended as follows:

         (A) Subsection 1.1 is hereby amended by adding the following definition
to subsection 1.1 in its appropriate place:

          "Fifteenth Amendment Effective Date" means February ___, 1999."

         (B) Subsection 2.1(A) is amended by deleting the first paragraph of
subsection 2.1(A) in its entirety and inserting the following in lieu thereof:

          "REVOLVING LOAN. Subject to the terms and conditions of this
          Agreement and in reliance upon the representations and warranties of
          Borrower herein set forth, each Lender agrees to lend to Borrower
          from time to time during the period from the Fifteenth Amendment
          Effective Date to and excluding the Expiry Date, its Pro Rata Share
          of the Revolving Loan. The aggregate amount of all Revolving Loan
          Commitments shall be $15,000,000, as reduced from time to time
          pursuant to subsection 2.4. Amounts borrowed under this subsection
          2.1(A) may be repaid and reborrowed at any time prior to the Expiry
          Date. No Lender shall have any obligation to make advances under
          this subsection 2.1(A) to the extent any requested advance would
          cause the principal balance of the Revolving Loans then outstanding
          to exceed the Maximum Revolving Loan Amount; provided that Lenders
          may, in their sole discretion, elect from time to time to make Loans
          in excess of the Maximum Revolving Loan Amount."

         (C) Subsection 2.5 is amended by deleting the first sentence of
subsection 2.5 in its entirety and inserting the following in lieu thereof:

          "This Agreement shall be effective until May 22, 1999 (the
          "Termination Date"), and the Commitments shall terminate on said
          date."

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         (D) Subsection 6.2 is hereby amended by deleting subsection 6.2 in its
entirety and inserting the following in lieu thereof:

          "6.2 FIXED CHARGE COVERAGE. The Fixed Charge Coverage, on a trailing
          twelve (12) Fiscal Month basis, shall not be less than 0.90 for the
          Fiscal Quarter ending March 31, 1999 and each Fiscal Quarter
          thereafter."

         (E) Subsection 6.5 is hereby amended by deleting subsection 6.5 in its
entirety and inserting the following in lieu thereof:

          "6.5 EBIDAT. EBIDAT, on a trailing twelve (12) Fiscal Month basis,
          shall not be less than $27,500,000 for the Fiscal Quarter ending March
          31, 1999 and each Fiscal Quarter thereafter."

      3. COVENANTS. Notwithstanding the limitations of subsection 7.11,
Borrowers may make payments of fees and compensation to Trivest, Inc. and its
officers and subsidiaries, for February 22, 1999 through May 22, 1999, so long
as such payments do not exceed 105% of the total amount paid from February 22,
1998 through May 22, 1998.

      4. CONDITIONS. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Agent):

            (a) Borrower shall have executed and delivered this Amendment, and
      such other documents and instruments as Agent may require shall have been
      executed and/or delivered to Agent;

            (b) All proceedings taken in connection with the transactions
      contemplated by this Amendment and all documents, instruments and other
      legal matters incident thereto shall be satisfactory to Agent and its
      legal counsel;

            (c) No Default or Event of Default shall have occurred and be
continuing;

            (d) Borrower shall have executed and delivered to Agent an Amended
      Revolving Note in the amount of $15,000,000; and

            (e) Borrower shall have paid Agent a closing fee in the amount of
$9,375.

      5. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
into this Amendment, Borrower represents and warrants to Agent and Lenders that
(a) the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Borrower and that
this Amendment has been duly executed and delivered by Borrower and (b) each of
the representations and warranties set forth in Section 4 of the Agreement
(other than those which, by their terms, specifically are made as of certain
date prior to the date hereof) are true and correct in all material respects as
of the date hereof.

      6. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

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      7. REFERENCES. Any reference to the Agreement contained in any document,
instrument or agreement executed in connection with the Agreement shall be
deemed to be a reference to the Agreement as modified by this Amendment.

      8. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.

      9. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Agreement. Except as expressly modified
and superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect.

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.

                                    ATLANTIS PLASTICS, INC.

                                    By:______________________________
                                    Name Printed:____________________
                                    Title:___________________________

                                    HELLER FINANCIAL, INC.,
                                    Individually and as Agent

                                    By:______________________________
                                    Name Printed:____________________
                                    Title:___________________________

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                                 ACKNOWLEDGMENT

      Each of Atlantis Molded Plastics, Inc., Atlantis Plastic Injection
Molding, Inc. (f/k/a Cyanede Plastics, Inc.), Atlantis Plastic Films, Inc. and
Pierce Plastics, Inc. hereby acknowledges and consents to the terms of this
Agreement and hereby affirms, ratifies and confirms all of the terms and
provisions of the such entity's Guaranty in favor of Agent and Lenders.

                                    ATLANTIS MOLDED PLASTICS, INC.

                                    By:______________________________
                                    Name Printed:____________________
                                    Title:___________________________

                                    ATLANTIS PLASTIC INJECTION
                                    MOLDING, INC.

                                    By:______________________________
                                    Name Printed:____________________
                                    Title:___________________________

                                    ATLANTIS PLASTIC FILMS, INC.

                                    By:______________________________
                                    Name Printed:____________________
                                    Title:___________________________

                                    PIERCE PLASTICS, INC.

                                    By:______________________________
                                    Name Printed:____________________
                                    Title:___________________________

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