As Filed with the Securities and Exchange Commission on August 21, 1996
Registration No. 33-68614
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SEALED AIR CORPORATION
(Exact Name of Issuer as Specified in its Charter)
State or Other Jurisdiction of Incorporation or Organization: Delaware
I.R.S. Employer Identification Number: 22-1682767
Address of principal executive offices: Park 80 East
Saddle Brook, New Jersey 07663-5291
Registrant's telephone number, including area code: (201)791-7600
ROBERT M. GRACE, JR. ESQ.
General Counsel
SEALED AIR CORPORATION
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, or Agent for Service:(201) 791-7600
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box [x]
This Post-Effective Amendment No. 2 is filed for the purpose
of deregistering 205,646 shares of the common stock, par value
$.01 per share, ("Common Stock") of Sealed Air Corporation (the
"Company") heretofore registered and offered pursuant to the
terms of the Prospectus dated September 29, 1995. The remaining
227,000 shares registered pursuant to Post-Effective Amendment
No. 1 to this Registration Statement on Form S-3 (File No. 33-
68614) have been offered and sold in accordance with the
Prospectus.
The offering under such Registration Statement, as amended,
has been terminated. The Company therefore requests the
deregistration of the unsold shares of Common Stock registered
pursuant to this Registration Statement as soon as is practicable
after the date of the filing of this Post-Effective Amendment No.
2.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Saddle
Brook and the State of New Jersey, on the 21th day of August,
1996.
SEALED AIR CORPORATION
By T. J. DERMOT DUNPHY
T. J. Dermot Dunphy,
President
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to the Registration Statement
has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
T. J. DERMOT DUNPHY President and Director August 21, 1996
T. J. Dermot Dunphy (Principal Executive
Officer)
* Senior Vice President- August 21, 1996
Warren H. McCandless Finance
(Principal Financial and
Accounting Officer)
* Director August 21, 1996
John K. Castle
* Director August 21, 1996
Lawrence R. Codey
* Director August 21, 1996
Charles F. Farrell, Jr.
* Director August 21, 1996
David Freeman
* Director August 21, 1996
Alan H. Miller
* Director August 21, 1996
R. L. San Soucie
*By T. J. DERMOT DUNPHY
T. J. Dermot Dunphy,
Attorney-in-Fact
