Rule 424(b)(3) filing
Registration Statement No. 333-03985
SEALED AIR CORPORATION
SUPPLEMENT DATED APRIL 2, 1997
TO PROSPECTUS DATED MAY 17, 1996
The shares subject to this offering that were held by Alan
H. Miller, one of the Selling Stockholders, have been transferred
to a limited partnership for which Mr. Miller indirectly shares
voting and investment power and in which he has a pecuniary
interest. Subject to the restrictions referred to below, such
shares may be offered hereunder from time to time by such limited
partnership as a Selling Stockholder so long as the Registration
Statement of which this Prospectus forms a part remains
effective.
Number of Shares Number of Shares
Name of Selling Held as of the Date Subject to
Stockholder of this Supplement This Offering
Larah Limited 500,510 5,800
Partnership
As of the date of this Supplement, such Selling Stockholder
holds approximately 1.2% of the outstanding shares of Common
Stock of Sealed Air Corporation, including the shares that are
subject to this offering.
The shares subject to this offering were issued under the
Restricted Stock Plan for Non-Employee Directors (the "Plan").
The Plan does not permit a Selling Stockholder to sell, transfer,
pledge, encumber or otherwise dispose of shares issued under the
Plan while the Selling Stockholder remains a director of Sealed
Air, with certain exceptions mentioned in the Prospectus under
"Plan of Distribution." Since Mr. Miller continues to serve as a
director of Sealed Air as of the date of this supplement, the
Selling Stockholder named above is not now free to sell shares
under this Prospectus.
