2 IN WITNESS WHEREOF, the parties have duly executed this Amendment No.1 to the Pledge Agreement as of the date first above written. PLIANT CORPORATION

   1


                                                                  EXHIBIT 10.35



                                                AMENDMENT NO. 1 dated as of
                                       March 1, 2001 (this "Amendment") to the
                                       PLEDGE AGREEMENT dated as of May 31,
                                       2000, (the "Original Agreement"), among
                                       PLIANT CORPORATION, a Utah corporation
                                       f/k/a Huntsman Packaging Corporation (the
                                       "Company") and XXXXXXX X. XXXXXX (the
                                       "Pledgor").

         By executing and by delivering this Amendment, the undersigned hereby
agree as set forth below. Capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in the Original Agreement.

1.1      AMENDMENTS.

         The Original Agreement is hereby amended to add the following new
section:

         "Section 13.  Exclusive Remedies.

                  Notwithstanding anything to the contrary contained herein, the
                  Company's sole recourse with respect to the obligations under
                  the Note shall be pursuant to its rights hereunder and the
                  Company shall have no recourse against the Executive
                  personally for any deficiency under the Note which remains
                  after the exercise of all of its rights hereunder and
                  application of the proceeds of any sale or disposition
                  pursuant to the terms of this Agreement."

1.2      NO OTHER AMENDMENTS OR WAIVERS.

         Except as modified by this Amendment, the Original Agreement shall
remain in full force and effect, enforceable in accordance with its terms.

1.3      COUNTERPARTS.

         This Amendment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.

1.4      GOVERNING LAW.

         This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Utah without giving effect to any
choice or conflict of law provision or rule (whether in the State of Utah or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Utah.

                                     *******
   2
         IN WITNESS WHEREOF, the parties have duly executed this Amendment No.1
to the Pledge Agreement as of the date first above written.



                                PLIANT CORPORATION



                                By:   /s/ Xxxxxxx X. Xxxxxx
                                   ------------------------------------
                                       Name:  Xxxxxxx X. Xxxxxx
                                       Title:    Chairman of the Board





                                   /s/ Xxxxxxx X. Xxxxxx
                                ---------------------------------------
                                Xxxxxxx X. Xxxxxx