AMENDMENT NO. 1 TO
               RECEIVABLES PURCHASE AGREEMENT

     This Amendment ("Amendment") is made on this 7th day of November, 1996 by 
and between Gaylord Container Corporation ("Seller") and Gaylord Receivables 
Corporation ("Purchaser") to that certain Receivables Purchase Agreement dated 
as of September 24, 1993 (the "Agreement").

     WHEREAS, Seller and Purchaser for the mutual promises made herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby agree as follows:

     1.   Capitalized terms not otherwise defined herein shall have the same 
meaning ascribed to them in the Agreement.  In the event of an inconsistency 
between the terms of this Amendment and the terms of the Agreement, the terms 
of this Amendment shall control and supersede.

     2.   Section 8.2 of the Agreement is hereby amended to add the following 
language to the existing provision:

          "In addition, if the Internal Revenue Service or PBGC files one or 
          more tax or ERISA Liens against the assets of the Seller (including 
          Receivables) then GRC shall not purchase any Receivables or Related 
          Assets from Seller, unless any such Lein has been removed or GRC has 
          made other arrangements with respect to such Leins, as a result of 
          which in either case S&P has confirmed the rating of all then 
          existing series of Investor Certificates."

     3.   Except as modified herein, the terms of the Agreement remain in full 
force and effect.

     IN WITNESS WHEREOF, the parties have have caused this Amendment to be 
executed by their respective officers thereunto duly authorized, as of the 
date first above written.

                              GAYLORD CONTAINER CORPORATION
     
                              By     /s/ Jeffrey B. Park
                                     -------------------------
                              Title  V.P. Corporate Controller
                                     -------------------------

                              GAYLORD RECEIVABLES CORPORATION

                              By     /s/ Cathie A. Curran
                                     ------------------------                  
                              Title  Treasurer
                                     ------------------------  

     The foregoing Amendment is hereby consented to by the Trustee this ____ day
of ______________, 1996, written consent and approval of the same having being 
received from the Majority Investors.

                              MANUFACTURERS AND TRADERS TRUST
                              COMPANY, as Trustee

                              By        _______________________________
                              Title     _______________________________


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                    CONSENT OF MAJORITY INVESTORS

To:  Manufactures and Traders Trust Company, as Trustee

Re:  Amendment to Receivables Purchase Agreement


     The undersigned, as holder of a majority of the Investors Certificates of 
the Gaylord Receivables Master Trust issued pursuant to the Pooling and 
Servicing Agreement dated as of September 24, 1993 among Gaylord Receivables 
Corporation, as Transferor, Gaylord Container Corporation as initial Servicer 
and Manufactures and Traders Trust Company as Trustee, hereby consents to and 
approves Amendment No. 1 (attached hereto) to the Receivables Purchase
Agreement dated as of September 24, 1993 by and between Gaylord Container 
Corporation, as Seller, and Gaylord Receivables Corporation, as Purchaser.


Dated:    November 7, 1996

                              GAYLORD CONTAINER CORPORATION
          
                              By   /s/ Jeffrey B. Park
                                   -------------------------
                              Its: V.P. Corporate Controller
                                   -------------------------