6
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 SCHEDULE 13G
(Amendment Number 5)
Under the Securities Exchange Act of
1934
Sealed Air Corporation
(Name of Issuer)
Common Stock $0.01 par value
(Title of Class of Securities)
812-115-10-3
(CUSIP Number)
Check the following box if a fee is being paid
with this statement [ ].
The information required on the remainder of this
cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but
shall be subject to all other provisions of the
Act.
<PAGE>
Cusip Number: 812-115-10-3
1
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Tiger Management L.L.C.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: -0-
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: -0-
9
Aggregate Amount Beneficially Owned by Each
Reporting Person:
-0-
10
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
11
Percent of Class Represented by Amount in Row
(9): 0%
12
Type of Reporting Person:
IA
Cusip Number: 812-115-10-3
1
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Tiger Performance L.L.C.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: -0-
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: -0-
9
Aggregate Amount Beneficially Owned by Each
Reporting Person:
-0-
10
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
11
Percent of Class Represented by Amount in Row
(9): 0%
12
Type of Reporting Person:
IA
<PAGE>
Cusip Number: 812-115-10-3
1
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Panther Partners, L.P.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: -0-
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: -0-
9
Aggregate Amount Beneficially Owned by Each
Reporting Person:
-0-
10
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
11
Percent of Class Represented by Amount in
Row (9): 0%
12
Type of Reporting Person:
IV PN
<PAGE>
Cusip Number: 812-115-10-3
1
Name of Reporting Person and S.S. or I.R.S.
Identification Number of Above Person:
Panther Management Company, L.P.
2
Check the Appropriate Box if a Member of
a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
Delaware
5 Sole Voting Power: -0-
6 Shared Voting Power: -0-
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: -0-
9
Aggregate Amount Beneficially Owned by Each
Reporting Person:
-0-
10
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares:
11
Percent of Class Represented by Amount in Row
(9): 0%
12
Type of Reporting Person:
IA PN
<PAGE>
Cusip Number: 812-115-10-3
1
Name of Reporting Person and S.S. or
I.R.S. Identification Number of Above
Person:
Julian H. Robertson, Jr.
2
Check the Appropriate Box if a Member
of a Group:
(a)
(b)
3
SEC Use Only:
4
Citizenship or Place of Organization:
U.S
5 Sole Voting Power: -0-
6 Shared Voting Power: 90,000
7 Sole Dispositive Power: -0-
8 Shared Dispositive Power: 90,000
9
Aggregate Amount Beneficially Owned by
Each Reporting Person:
90,000
10
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares:
11
Percent of Class Represented by Amount
in Row (9):
0.2%
12
Type of Reporting Person:
IN
<PAGE>
Item 1(a) Sealed Air Corporation
Item 1(b) Park 80 East, Saddle Brook, NJ 07662
Item 2(a) This statement is filed on behalf of
Tiger Management L.L.C.("TMLLC"), Tiger
Performance L.L.C. ("TPLLC"), Panther Partners,
L.P. ("Panther") and Panther Management Company,
L.P. ("PMCLP").
Julian H. Robertson, Jr. is the ultimate
controlling person of TMLLC and PMCLP.
Item 2(b) The address of each reporting person is
101 Park Avenue, New York, NY 10178
Item 2(c) Incorporated by reference toitem (4) of
the cover page pertaining to each reporting
person.
Item 2(d) Common Stock $0.01 par value
Item 2(e) 812-115-10-3
Item 3 Panther is an investment
company registered under Section 8 of
the Investment Company Act. Each of
TMLLC, TPLLC and PMCLP is an
investment adviser registered under
Section 203 of the Investment Advisers
Act of 1940.
Item 4 Ownership as of December 31,
1996 is incorporated by reference to
items (5) - (9) and (11) of the cover
page pertaining to each reporting
person.
Item 5 The reporting persons have
ceased to be the beneficial owners of
more than 5% of the class.
Item 6 Not applicable
Item 7 Not applicable
Item 8 Not applicable
<PAGE>
Item 9 Not applicable
Item 10 By signing below, I certify that, to the
best of my knowledge and belief, the securities
referred to above were acquired in the ordinary
course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having such
purpose or effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
February 10, 1997
TIGER MANAGEMENT L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.,
its General Partner
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
By: /s/ Nolan Altman
Chief Financial Officer
Under Power of Attorney dated
1/27/95
On File with Schedule 13G for
Kohl's Corp. 2/7/95
<PAGE>
AGREEMENT
The undersigned agree that this Amendment Number 5
to Schedule 13G dated February 10, 1997 relating to
shares of common stock of Sealed Air Corporation
shall be filed on behalf of each of the undersigned.
TIGER MANAGEMENT L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/s/ Nolan Altman,
Chief Financial Officer
PANTHER PARTNERS, L.P.
By: Panther Management Company, L.P.,
its General Partner
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
PANTHER MANAGEMENT COMPANY, L.P.
By: Panther Management Corporation,
its General Partner
/s/ Nolan Altman,
Chief Financial Officer
JULIAN H. ROBERTSON, JR.
By: /s/ Nolan Altman
Under Power of Attorney dated
1/27/95
On file with Schedule 13G for
Kohl's Corp. 2/7/95
