<DESCRIPTION>EXHIBIT 4.4

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                              FORBEARANCE AGREEMENT



         This Forbearance Agreement (this "Agreement") is entered into as of

________, 2000, by and among Packaging Resources Group, Inc. ("Group") and

Packaging Resources Incorporated ("PRI"), and other signatories hereto

(collectively, the "Consenting Holders").



                                    RECITALS:



         WHEREAS, the Consenting Holders hold or are advisors to entities which

hold certain 11 5/8% Senior Notes due May 1, 2003 (the "PRI Notes"), issued by

PRI on or about September 23, 1996, in exchange for certain 11 5/8% Senior Notes

due 2003 issued on or about May 17, 1996, pursuant to that certain Indenture as

of May 17, 1996, by and between PRI and LaSalle National Bank (as amended,

restated, supplemented and otherwise modified from time to time, the "PRI

Indenture") and PRI and the Trustee are parties certain other ancillary

documents related thereto (collectively with the PRI Indenture, the "Indenture

Documents"); and



         WHEREAS, Banc One (the "Trustee") is successor trustee to LaSalle

National Bank under the Indenture; and



         WHEREAS, Group owns all of the common stock of PRI; and



         WHEREAS, Group has issued certain Secured Notes due 2003 (the "Group

Notes") pursuant to that certain Indenture dated as of June 30, 1993, amended

and restated as of September 24, 1996, by and between Group and Harris Trust and

Savings Bank (the "Group Trustee") (as further amended, restated, supplemented

and otherwise modified from time to time, the "Group Indenture"); and



         WHEREAS, certain Defaults have occurred, are continuing and are

anticipated to mature into Events of Default (as defined in the PRI Indenture)

and other defaults are anticipated to occur and continue and mature into events

of default under the Group Indenture; and



         WHEREAS, the Consenting Holders are willing to forbear from enforcing

their rights that arise because of the Existing Defaults or the Anticipated

Defaults for a limited period of time, provided that PRI and Group comply with

the terms of this Agreement;



         NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



                             SECTION 1. DEFINITIONS



         1.1 All capitalized terms used herein and not otherwise defined shall

have the meanings assigned to such terms in the PRI Indenture.



         1.2 The following terms used in this Agreement shall have the meanings

set forth below:





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         "Anticipated Defaults" means any Group Default that occurs as a result

of Group's anticipated failure to pay interest on the Group Notes due and

payable on May 31, 2000.



         "Bank Default" means a Default or Event of Default under the Loan

Documents, as each such terms is defined in the Credit Agreement.



         "Credit Agreement" means that certain Credit Agreement dated as of May

17, 1996, by and among, PRI, LaSalle National Bank, as agent and lender, and the

other lender named therein, as amended, restated, supplemented or otherwise

modified.



         "Existing Defaults" means the Defaults that have occurred as a result

of PRI's failure to pay interest on the PRI Notes otherwise due and payable on

May 1, 2000, and any resulting Events of Default.



         "Forbearance Default" means (a) the occurrence of any Default or Event

of Default other than the Existing Defaults; (b) the occurrence of a Bank

Default other than a Bank Default which is the subject of a valid and binding

forbearance agreement in form and substance satisfactory to each of the

Consenting Holders; (c) the occurrence of a Group Default other than an

Anticipated Default or a Group Default which is the subject of a valid and

binding forbearance agreement in form and substance satisfactory to each of the

Consenting Holders; (d) the failure of PRI or Group to comply with any term,

condition or covenant set forth in this Agreement, (e) any representation made

by PRI or Group, under or in connection with this Agreement shall prove to be

false as of the date when made; (f) the filing of any petition (voluntary or

involuntary) under the insolvency or bankruptcy laws of the United States or any

state with respect to PRI, its affiliates, or any of its or their subsidiaries,

or Group; (g) there shall have occurred any event or events that, in the

reasonable judgment of such Consenting Holder, shall have resulted or may result

in a material adverse change in the business, condition (financial or other),

income, operations or prospects of PRI or the Group or materially impair the

contemplated benefits of a sale of all or substantially all of the assets of PRI

or Group or a majority of the equity interests in PRI or Group (a "Transaction")

to the Consenting Holders; (h) there shall have been instituted or pending any

action, proceeding, claim or counterclaim by any government or governmental,

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