FIFTH AMENDMENT TO 
              AMENDED AND RESTATED CREDIT AGREEMENT


     This Fifth Amendment to Amended and Restated Credit Agreement
(this "Amendment"), dated as of September 30, 1997, is by and among
Gaylord Container Corporation, a Delaware corporation (the
"Borrower"), the undersigned financial institutions in their
capacities as lenders (collectively, the "Banks"), and Bankers
Trust Company, as agent (the "Agent") for the Banks.

                      W I T N E S S E T H :

     WHEREAS, the Borrower, the Banks and the Agent are parties to
that certain Amended and Restated Credit Agreement dated as of
November 17, 1986 and amended and restated as of June 30, 1995, and
as further amended as of May 30, 1996, as of July 19, 1996, as of
May 20, 1997 and as of June 6, 1997 (as amended, restated,
supplemented or otherwise modified and in effect from time to time,
the "Credit Agreement"), pursuant to which the Banks have provided
to the Borrower credit facilities and other financial
accommodations; and

     WHEREAS, the Borrower has requested that the Agent and the
Banks amend the Credit Agreement in certain respects as set forth
herein and the Banks and the Agent are agreeable to the same,
subject to the terms and conditions hereof;

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

     1.   Defined Terms. Terms capitalized herein and not otherwise
defined herein are used with the meanings ascribed to such terms in
the Credit Agreement.

     2.   Amendments to Credit Agreement.  The Credit Agreement is,
as of the Effective Date (as defined below), hereby amended as
follows:   

          (a)  Section 5.1(j) of the Credit Agreement is hereby
amended by deleting such Section in its entirety and replacing it
with the following:

               "(j)Adjusted Consolidated Net Worth.  The
     Borrower's Adjusted Consolidated Net Worth as of the end
     of each Fiscal Quarter ending on or after the Fiscal
     Quarter ended in June, 1996 as specified below shall not
     be less than the applicable amount set forth in the table
     below:

<PAGE>

                      
                                         Minimum Adjusted
             Fiscal Quarter Ended     Consolidated Net Worth
            ----------------------    ----------------------

Fiscal Quarter ended in June, 1996         $ 100,000,000

Fiscal Quarter ended in September, 1996    $  94,000,000

Fiscal Quarter ended in December, 1996     $  80,000,000

Fiscal Quarter ended in March, 1997        $  68,000,000

Fiscal Quarter ended in June, 1997         $  58,000,000

Fiscal Quarter ended in September, 1997    $  48,000,000

Fiscal Quarter ended in December, 1997     $  27,000,000

Fiscal Quarter ended in March, 1998        $   9,000,000

Fiscal Quarter ended in June, 1998         $  21,000,000

Fiscal Quarter ended in September, 1998    $  24,000,000

Fiscal Quarter ended in December, 1998     $  25,000,000

Fiscal Quarter ended in March, 1999        $  27,000,000

Fiscal Quarter ended in June, 1999         $  38,000,000

Fiscal Quarter ended in September, 1999 
and each Fiscal Quarter ended thereafter   $  50,000,000"


          (b)  Section 5.1(l) of the Credit Agreement is hereby
amended by deleting subsection (i) thereof in its entirety and
replacing it with the following:

               "(i) Maintain for each Fiscal Quarter, a ratio
     (the "Interest Coverage Ratio") of (A) EBITDA for the
     four preceding Fiscal Quarters ending on the last day of
     the Fiscal Quarter set forth below to (B) Interest
     Expense of the Borrower for the same four Fiscal
     Quarters, which is equal to or greater than those set
     forth below:

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<PAGE>
           Fiscal Quarter                Interest Coverage Ratio
           --------------                -----------------------
ending June 30, 1996                          2.27 to 1.00

ending September 30, 1996                     1.80 to 1.00

ending December 31, 1996                      1.07 to 1.00

ending March 31, 1997                         0.81 to 1.00

ending June 30, 1997                          0.50 to 1.00

ending September 30, 1997                     0.25 to 1.00

ending December 31, 1997                      0.10 to 1.00

ending March 31, 1998                         0.10 to 1.00

ending June 30, 1998                          0.70 to 1.00

ending September 30, 1998                     1.00 to 1.00

ending December 31, 1998                      1.20 to 1.00

ending March 31, 1999                         1.40 to 1.00

ending June 30, 1999                          1.65 to 1.00

ending September 30, 1999
and each Fiscal Quarter
ending thereafter                             1.95 to 1.00"


     3.   Borrower's Representations and Warranties.   In order to
induce the Agent and the Banks to enter into this Amendment, the
Borrower hereby represents and warrants to the Agent and the Banks
that:

               (i)  the Borrower has the right, power and capacity
          and has been duly authorized and empowered by all
          requisite corporate and shareholder action to enter into,
          execute, deliver and perform this Amendment and all
          agreements, documents and instruments executed and
          delivered pursuant to this Amendment;

               (ii) this Amendment constitutes the Borrower's
          legal, valid and binding obligation, enforceable against
          it, except as enforcement thereof may be subject to the
          effect of any applicable bankruptcy, insolvency,
          reorganization, moratorium or similar laws affecting
          creditors' rights generally and general principles of
          equity (regardless of whether such enforcement is sought
          in a proceeding in equity or at law or otherwise);

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<PAGE>
               (iii)     the Borrower's execution, delivery and
          performance of this Amendment do not and will not violate
          its Certificate of Incorporation or By-laws, any law,
          rule, regulation, order, writ, judgment, decree or award
          applicable to it or any contractual provision to which it
          is a party or to which it or any of its property is
          subject;

               (iv) no authorization or approval or other action
          by, and no notice to or filing or registration with, any
          governmental authority or regulatory body (other than
          those which have been obtained and are in force and
          effect) is required in connection with its execution,
          delivery and performance of this Amendment and all
          agreements, documents and instruments executed and
          delivered pursuant to this Amendment; and

               (v)  no Event of Default or Unmatured Event of
          Default exists under the Credit Agreement or would exist
          after giving effect to the transactions contemplated by
          this Amendment.

     4.   Conditions to Effectiveness of Amendment.  This Amendment
shall become effective on the date (the "Effective Date") each of
the following conditions precedent is satisfied: 

          (a)  Execution and Delivery.  The Borrower, the Agent,
and the Required Banks shall have executed and delivered this
Amendment.

          (b)  No Defaults.   No Unmatured Event of Default or
Event of Default under the Credit Agreement (as amended hereby)
shall have occurred and be continuing.

          (c)  Representations and Warranties.    The
representations and warranties of the Borrower contained in this
Amendment and in the Credit Agreement (as amended hereby) shall be
true and correct in all material respects as of the Effective Date,
with the same effect as though made on such date, except to the
extent that any such representation or warranty relates to an
earlier date, in which case such representation or warranty shall
be true and correct in all material respects as of such earlier
date.

          (d)  Deliveries.    The Borrower shall have duly executed
and delivered to the Agent a certificate of a Responsible Officer
of the Borrower dated as of the Effective Date certifying as to the
conditions precedent set forth in Sections 5(b) and (c) of this
Amendment.

     5.   Miscellaneous.  The parties hereto hereby further agree
as follows:

          (a)  Costs, Expenses and Taxes.    The Borrower hereby
agrees to pay all reasonable fees, costs and expenses of the Agent
incurred in connection with the negotiation, preparation and
execution of this Amendment and the transactions contemplated
hereby, including, without limitation, the reasonable fees and
expenses of Winston & Strawn, counsel to the Agent.

          (b)  Counterparts.  This Amendment may be executed in one
or more counterparts, each of which, when executed and delivered,
shall be deemed to be an original and all of which counterparts,

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<PAGE>
taken together, shall constitute but one and the same document with
the same force and effect as if the signatures of all of the
parties were on a single counterpart, and it shall not be necessary
in making proof of this Amendment to produce more than one (1) such
counterpart.

          (c)  Headings.  Headings used in this Amendment are for
convenience of reference only and shall not affect the construction
of this Amendment.

          (d)  Integration.  This Amendment and the Credit
Agreement (as amended hereby) constitute the entire agreement among
the parties hereto with respect to the subject matter hereof.

          (e)  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO
CONFLICT OF LAWS PRINCIPLES).

          (f)  Binding Effect.  This Amendment shall be binding
upon and inure to the benefit of and be enforceable by the
Borrower, the Agent and the Banks and their  respective successors
and assigns.  Except as expressly set forth to the contrary herein,
this Amendment shall not be construed so as to confer any right or
benefit upon any Person other than the Borrower, the Agent and the
Banks and their respective successors and permitted assigns.

          (g)  Amendment; Waiver.  The parties hereto agree and
acknowledge that nothing contained in this Amendment in any manner
or respect limits or terminates any of the provisions of the Credit
Agreement or any of the other Basic Agreements other than as
expressly set forth herein and further agree and acknowledge that
the Credit Agreement (as amended hereby) and each of the other
Basic Agreements remain and continue in full force and effect and
are hereby ratified and confirmed.  Except to the extent expressly
set forth herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any rights, power or
remedy of the Banks or the Agent under the Credit Agreement or any
other Basic Agreement, nor constitute a waiver of any provision of
the Credit Agreement or any other Basic Agreement.  No delay on the
part of any Bank or the Agent in exercising any of their respective
rights, remedies, powers and privileges under the Credit Agreement
or any of the Basic Agreements or partial or single exercise
thereof, shall constitute a waiver thereof.  None of the terms and
conditions of this Amendment may be changed, waived, modified or
varied in any manner, whatsoever, except in accordance with Section
9.1 of the Credit Agreement.

                     [signature page follows]

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<PAGE>

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


                    GAYLORD CONTAINER CORPORATION

                    By: /s/ Thomas M. Steffen
                        ---------------------

                    Name: Thomas M. Steffen
                         --------------------
                       
                    Title: Assistant Treasurer
                         ---------------------

                    BANKERS TRUST COMPANY, in its individual
                         capacity and as Agent 

                    By:   /s/ Robert R. Telesca
                          -------------------------

                    Name:  Robert R. Teselsca
                          -------------------------
 
                    Title: Assistant Vice President
                          -------------------------

                    THE BANK OF NEW YORK
                    
                    By:    /s/ R. Wes Towns
                           ------------------------------                

                    Name:  R. Wes Towns
                           ------------------------------

                    Title: Vice President & Division Head
                           ------------------------------
                                       
                                         6
<PAGE>
                    BANKERS TRUST (DELAWARE)
                         
                    By:   /s/ Donna G. Mithcell
                          -------------------------------

                    Name: Donna G. Mithcell
                          -------------------------------

                    Title: Vice President
                          -------------------------------


                    CAISSE NATIONAL DE CREDIT AGRICOLE
               
                    By: _________________________________________
                    Name: _______________________________________
                    Title: ________________________________________


                    HARRIS TRUST AND SAVINGS BANK
                    
                    By:   /s/ John M. Dillon
                          -------------------------------

                    Name: John M. Dillon
                          -------------------------------

                    Title: Vice President
                          -------------------------------

                    NATIONSBANK, N.A. 
                         
                    By: _________________________________________
                    Name: _______________________________________
                    Title: ________________________________________


                    CHRISTIANIA BANK
                         
                    By:   /s/ Carl-Petter Svendsen
                          ----------------------------------

                    Name: Carl-Petter Svendsen
                          ----------------------------------

                    Title: First Vice President
                          ----------------------------------

                                         7
<PAGE>
                    HELLER FINANCIAL, INC.
                         
                    By:   /s/ Stephen M. Metivier
                          ------------------------------------

                    Name: Stephen M. Metivier
                          ------------------------------------

                    Title: AVP
                          ------------------------------------

                    TRANSAMERICA BUSINESS CREDIT CORP.
                         
                    By:   /s/ Perry Vavoules
                          ------------------------------------
                 
                    Name: Perry Vavoules
                          ------------------------------------

                    Title: Senior Vice President
                          ------------------------------------

                                         
                    NATIONAL BANK OF CANADA
                              
                    By: _________________________________________

                    Name: _______________________________________

                    Title: ________________________________________


                    By: _________________________________________

                    Name: _______________________________________

                    Title: ________________________________________

               

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