EXHIBIT 10.40

                      TWELFTH AMENDMENT TO CREDIT AGREEMENT

         This Twelfth Amendment to Credit Agreement ("Amendment") is made and
entered into as of February 20, 1998 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 2.1(A) is hereby amended by deleting the first
paragraph of subsection 2.1(A) in its entirety and inserting the following in
lieu thereof:

                  "(A) 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
                  Closing 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

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                  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."

                  B. Subsection 2.4(D) is hereby amended by deleting subsection
2.4(D) in its entirety and subsection 2.4(E) is hereby designated to be 2.4(D).

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

                  "This Agreement shall be effective until August 22, 1998 (the
                  "Termination Date"), and the Commitments shall terminate on
                  said date."

                  D. Subsection 5.1(J) is hereby amended by deleting subsection
5.1(J) in its entirety and inserting the following in lieu thereof:

                  "(J) PROJECTIONS. As soon as available and in any event no
                  later than thirty (30) days after the end of each Fiscal Year
                  of Borrower, Borrower will deliver Projections of Borrower and
                  the Subsidiary Guarantors for the forthcoming Fiscal Year,
                  month by month."

                  E. Subsection 6.1 is hereby amended by deleting the first
sentence in subsection 6.1 in its entirety and inserting the following in lieu
thereof:

                  "The aggregate amount of all Capital Expenditures of Borrower
                  and the Subsidiary Guarantors (excluding expenditures funded
                  by insurance proceeds) will not exceed the sum of $10,000,000
                  from January 1, 1998 through August 22, 1998."

                  F. 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, 1998 and
                  each Fiscal Quarter thereafter."

                  G. Subsection 6.3 is hereby amended by deleting subsection 6.3
in its entirety and inserting the following in lieu thereof:


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                  "6.3 INTEREST EXPENSE COVERAGE. Interest Expense Coverage, on
                  a trailing twelve (12) Fiscal Month basis, shall not be less
                  than 1.80 for the Fiscal Quarter ending March 31, 1998 and
                  each Fiscal Quarter thereafter."

                  H. 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 $22,000,000 for the Fiscal
                  Quarter ending March 31, 1998 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 January 1, 1998 through August 22, 1998, so long
as such payments do not exceed the total amount paid in Fiscal Year 1997.

         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 a new
         Revolving Note indicating the reduced amount of $15,000,000; and

                  (e) Borrower shall have paid Agent an amendment fee in the
         amount of $25,000.

         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


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(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.

         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.

         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.

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

                                     ATLANTIS PLASTICS, INC.

                                     By: /S/____________________________________
                                     Name Printed:______________________________
                                     Title:_____________________________________

                                     HELLER FINANCIAL, INC.,
                                     Individually and as Agent

                                     By: /S/____________________________________
                                     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: /S/____________________________________
                                     Name Printed:______________________________
                                     Title:_____________________________________

                                     ATLANTIS PLASTIC INJECTION
                                     MOLDING, INC.

                                     By: /S/____________________________________
                                     Name Printed:______________________________
                                     Title:_____________________________________
   
                                     ATLANTIS PLASTIC FILMS, INC.

                                     By: /S/____________________________________
                                     Name Printed:______________________________
                                     Title:_____________________________________

                                     PIERCE PLASTICS, INC.

                                     By: /S/____________________________________
                                     Name Printed:______________________________
                                     Title:_____________________________________

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