HUNTSMAN PACKAGING CORPORATION

                           OFFER FOR ALL OUTSTANDING
                   91/8% SENIOR SUBORDINATED NOTES DUE 2007
                                IN EXCHANGE FOR
                   91/8% SENIOR SUBORDINATED NOTES DUE 2007
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

To:      BROKERS, DEALERS, COMMERCIAL BANKS,
         TRUST COMPANIES AND OTHER NOMINEES:

     Huntsman Packaging Corporation ("Huntsman Packaging") is offering, upon
and subject to the terms and conditions set forth in the Prospectus, dated
_____________, 1998 (the "Prospectus"), and the enclosed Letter of Transmittal
(the "Letter of Transmittal"), to exchange (the "Exchange Offer") its 91/8%
Senior Subordinated Notes due 2007 for its outstanding 91/8% Senior
Subordinated Notes due 2007 (the "Old Notes"). The Exchange Offer is being
made in order to satisfy certain obligations of Huntsman Packaging contained
in the Registration Rights Agreement dated as of September 19, 1997, by and
among Huntsman Packaging and the other signatories thereto.

     We are requesting that you contact your clients for whom you hold Old
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Old Notes registered in your name or in the
name of your nominee, or who hold Old Notes registered in their own names, we
are enclosing the following documents:

         1.  Prospectus dated _______________, 1998;

         2. The Letter of Transmittal for your use and for the information of
your clients;

         3. A Notice of Guaranteed Delivery to be used to accept the Exchange
     Offer if certificates for Old Notes are not immediately available or time
     will not permit all required documents to reach the Exchange Agent prior
     to the Expiration Date (as defined below) or if the procedure for
     book-entry transfer cannot be completed on a timely basis;

         4. A form of letter which may be sent to your clients for whose
     account you hold Old Notes registered in your name or the name of your
     nominee, with space provided for obtaining such clients' instructions
     with regard to the Exchange Offer;

         5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

         6. Return envelopes addressed to The Bank of New York, the Exchange
Agent for the Old Notes.

     YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON ________, _________________, 1998, UNLESS
EXTENDED BY HUNTSMAN PACKAGING (THE "EXPIRATION DATE"). OLD NOTES TENDERED
PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE
EXPIRATION DATE.

     To participate in the Exchange Offer, a duly executed and properly
competed Letter of Transmittal (or facsimile thereof or an Agent's message (as
defined in the Prospectus) in lieu thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Old Notes should be delivered to the
Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.





     If holders of Old Notes wish to tender, but it is impracticable for them
to forward their certificates for Old Notes prior to the expiration of the
Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer -- Guaranteed
Delivery Procedures."

     Huntsman Packaging will, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and necessary costs and
expenses incurred by them in forwarding the Prospectus and the related
documents to the beneficial owners of Old Notes held by them as nominee or in
a fiduciary capacity. Huntsman Packaging will pay or cause to be paid all
stock transfer taxes applicable to the exchange of Old Notes pursuant to the
Exchange Offer, except as set forth in Instruction 6 of the Letter of
Transmittal.

     Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed
to The Bank of New York, the Exchange Agent for the Old Notes, at its address
and telephone number set forth on the front of the Letter of Transmittal.

                                           Very truly yours,

                                           HUNTSMAN PACKAGING CORPORATION

     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF HUNTSMAN PACKAGING OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF
OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures


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