Surface of polyethylene (PE) film was modified by covering with an adhesive consisting of biopolymers (Et cellulose, zein) and mineral fillers (bentonites) to improve its barrier properties. The 10% addn. of the barrier material to the adhesive system resulted in an increase in the O-2 barrier properties of laminates by 34-42% compared to the initial PE film. The O-2 content in the packagings prepd. by using the modified adhesive layer decreased by 6-27% as compared to the unmodified adhesive control. The addn. of Et cellulose and bentonite to the adhesive layer resulted also in improving the mech. properties of the PE film by 10-29%, while the addn. of zein resulted in the film delamination.