EXHIBIT 10.35


                      EIGHTH AMENDMENT TO CREDIT AGREEMENT

         This Eighth Amendment to Credit Agreement, dated as of November 6, 1996
(this "Agreement") is between Atlantis Plastics, Inc., a Florida corporation
("Borrower") and Heller Financial, Inc., a Delaware corporation for itself as
Agent and as Lender ("Heller").

                                    RECITALS

         A. Borrower and Heller are parties to that certain Credit Agreement
dated as of February 22, 1993 (as amended from time to time the "Credit
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in this Credit Agreement.

         B. Heller and Borrower desire to further amend the Credit
Agreement as provided herein. 

         NOW THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1. AMENDMENTS TO THE CREDIT AGREEMENT.

         A. The definition of "Adjusted Tota1 Debt" as set forth in Section 1.1
of the Credit Agreement is hereby amended by adding the following after the word
"Month" and before the period,(".") in the last line of said definition:

         "less Borrower's cash on hand (to the extent but only to the extent
         such amount is expressed as a positive number) as of the last day of
         the Fiscal Month provided, however, if on any date of determination
         there is an outstanding balance under the Revolving Loan, and
         Borrower's cash on hand exceeds $1,000,000, the amount of cash on hand
         in excess of $1,000,00O shall be excluded from this calculation."

         B. Section l.1 of the Credit Agreement is further amended by adding the
following new definitions in their proper alphabetical order:

         "Eighth Amendment" means that certain Eighth Amendment to Credit
         Agreement dated as of November 6, 1996 executed between Borrower and
         Heller and acknowledged by the Subsidiary Guarantors.

         "Eighth Amendment Effective Date" means the first date on which each of
         the conditions set forth in Paragraph 3 of the Eighth Amendment shall
         have been satisfied.

    

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         C. Clause (d) of the first sentence of subsection 2.4(C)(2) is hereby
amended by adding the following after the words "Net Proceeds" and before the
period (".") which concludes said sentence:

         "Provided, however, with respect to the Net Proceeds from an Asset
         Disposition to be received by Borrower in connection with the sale by
         Borrowrer of One Hundred Percent (100%) of the stock of PCI (the "PCI
         Proceeds") to Reid Plastics, Inc., a California corporation pursuant to
         the terms of that certain Stock Purchase Agreement dated as of October
         18, 1996 (the "PCI Stock Purchase Agreement") only, Borrower shall be
         permitted, notwithstanding any provision of Section 7.7 or in the
         definition of Permitted Investments to the contrary (but provided that
         all of the conditions set forth in Section 7.7 shall have been
         satisfied), to use the PCI Proceeds to repurchase Borrower's Senior
         Notes and for other general corporate purposes".

         D. Section 6.4 of the Credit Agreement shall be amended by adding the
following as a new paragraph:

         For purposes of calculating the ratio of Adjusted Tota1 Debt to EBIDAT
         as provided in this Section 6.4, Borrower's EBIDAT for each Trailing
         Twelve-Fisca1 Month Period ending on the last day of each of Borrower's
         Fiscal Quarters ending on December 31, 1996, March 31, 1997, June 30,
         1997 and September 30, l997, there shall be excluded from each such
         calculation any contribution to Borrower's EBIDAT made by PCI on or
         before the Eighth Amendment Effective Date which would have been
         otherwise properly included in Borrower's EBIDAT for the re1evant
         Trailing Twelve-Fiscal Month then ending.

         E. Clause (iii) of Section 7.7 is hereby amended by inserting the
following immediately before the word "the" which is the first word of said
clause prior to its amendment hereby:

         "except as permitted by clause (d) of subsection 2.4(C)(2) as amended
         by the Eighth Amendment,"

         F. OMNIBUS AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.     

         By their respective signatures below, Borrower, Agent and Lender each
agree that from and after the Eighth Amendment Effective Date PCI shall cease,
for all purposes, to be a Loan Party or Subsidiary Guarantor under the Credit
Agreement

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and the Loan Documents including, without limitation, the Notes and from and
after the Eighth Amendment Effective Date PCI shall be released from any and all
duties and liabilities to Heller as a Loan Party or Subsidairy Guarantor under
the Credit Agreement or any Loan Document, and the security interest granted in
the Collateral of PCI is released and discharged.

         2. REPRESENTATIONS AND WARRANTIES. To induce Heller to enter into this
Agreement, Borrower represents and warrants to Heller that:


           (a) AUTHORITY AND BINDING EFFECT. The execution, delivery, and
performance by Borrower of this Agreement is within its corporate power, has
been duly authorized by all necessary corporate action (including, without
limitation, shareholder approval), has received all necessary government
approvals (if any shall be required), and does not and will not contravene or
conflict with any provision of law applicable to Borrower, the Certificate of
Incorporation or Bylaws of Borrower, or any order, judgment, or decree of any
court or other agency of government or any agreement instrument, or document
binding upon Borrower including, without limitation, that certain Indenture
dated as of February 22, 1993, naming American Stock Tranfer & Trust Company as
Trustee relating to Borrower's 11% Senior Notes due 2003; and the Credit
Agreement as heretofore amended and as amended as of the date hereof is the
legal, valid, and binding obligation of Borrower enforceable against Borrower in
accordance with its terms.

           (b) NO DEFAULT. No Default or Event of Default under the Credit
Agreement, as amended hereby, has occurred and is continuing.

         3. CONDITIONS. The effectiveness of this Agreement and the amendments
to the Credit Agreement set forth herein are subject to the satisfaction of each
of the following conditions precedent or concurrent:

           (a) CLOSING OF THE SALE OF PCI. The sale of PCI to Reid Plastics,
Inc. shall have closed and Borrower shall have confirmed receipt, to Agent, in
writing, of Net Proceeds from such sale in an amount not less than $6,000,000;
and

           (b) EXECUTION OF EIGHTH AMENDMENT. Borrower shall have executed and
delivered this Eighth Amendment to Agent for the Benefit of Lenders together
with an Acknowledgment executed by each of the Subsidiary Guarantors in the
form of Exhibit A appended hereto.

       
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         4. MISCELLANEOUS

           (a) CAPTIONS. Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.

           (b) GOVERNING LAW. This Agreement shall be a contract made under and
governed by the laws of the State of Illinois, without regard to conflict of
laws principles. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement. 

           (c) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which counterparts shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same Agreement.

           (d) SUCCESSORS AND ASSIGNS.  This Agreement shal1 be binding upon
Borrower and Heller and their respective successors and assigns, and shall
inure to the sole benefit of Borrower and Heller and the successors and assigns
of Borrower and Heller. 

           (e) REFERENCES. Any reference to the Credit Agreement or the
Financing Agreements contained in any notice, request, certificate, or other
document executed concurrently with or after the execution and delivery of this
Agreement shall be deemed to include this Agreement unless the context shall
otherwise require.

           (f) CONTINUED EFFECTIVENESS. Notwithstanding anything contained
herein, the terms of this Agreement are not intended to and do not serve to
effect a novation as to the Credit Agreement. The parties hereto expressly do
not intend to extinguish the Credit Agreement. Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under the
Credit Agreement which is evidenced by the notes provided for therein and
secured by the Collateral. The Credit Agreement as amended hereby and each of
the Loan Documents remain in full force and effect.

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Delivered at Chicago, Illinois, as of the date and year first above written.

                                          ATLANTIS PLASTICS, INC.
                                          (f/k/a Atlantis Group, Inc.)


                                          By:  /S/ 
                                               -------------------------------
                                          Name Printed: 
                                                        ----------------------
                                          Title: 
                                                 -----------------------------

                    
                                          HELLER FINANCIAL, INC., for itself
                                          and as Agent for the Lenders    

                                          By:  /S/
                                               -------------------------------
                                          Name Printed: 
                                                        ----------------------
                                          Title:  
                                                 -----------------------------
                                         

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                                   EXHIBIT A
                          


                           ACKNOWLEDGMENT OF CONSENT

      The undersigned have entered into various Corporate Guaranties in favor of
Heller as Lender and Agent in connection with various loans made to Atlantis
Plastics, Inc., formerly known as Atlantis Group, Inc. Thc undersigned has
reviewed the foregoing and consents to thc amendment contemplated thereunder.

      In connection with the foregoing, the undersigned acknowledges and
confirms that each Corporate Guaranty will continue to guarantee and secure, to
the fullest extent provided thereby, the payment and performance of all
Borrower's Obligations (as defined in each Corporate Guaranty) including without
limitation the payment and performance of all Obligations (as defined in the
Credit Agreement) of the Borrower now or hereafter existing under or in respect
of the Credit Agreement, as amended from time to time.

      Each of the undersigned confirms and agrees that their respective
Corporate Guranty shall continue to be in full force and effect and is hereby
confirmed and ratified in all respects.

      IN WITNESS WHEREOF, the undersigned has caused this Acknowledgement and
Consent to be duly executed by its officer thereunto duly authorized as of
November__, 1996.

ATLANTIS MOLDED PLASTICS, INC.        ATLANTIS PLASTIC FILMS, INC.
                                      (successor by Merger of Linear Films, Inc.
                                      and National Poly Products, Inc.

By: /S/                               By: /S/             
    -----------------                     ------------------ 
Title:                                Title:            
        
  
ATLANTIS PLASTIC INJECTION            PIERCE PLASTICS, INC.
 MOLDING, INC. (f/k/a CYANEDE
 PLASTICS, INC.)


By: /S/                               By: /S/                                   
    -----------------                     ------------------ 
Title:                                Title:                         
                                                                 


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