Exhibit 3.4


Amendments to the By-Laws of Sealed Air Corporation, effective November 2, 2000


                           RESOLVED that Sections 2.05, 3.07, 3.08, 3.10 and
                  6.01 of the By-Laws of the Corporation shall be and are
                  amended to read in their entirety as shown below:

                                    SECTION 2.05. SPECIAL MEETINGS. Special
                           meetings of the stockholders may be called by the
                           chief executive officer or the president or by
                           resolution of the Board of Directors and, subject to
                           the procedures set forth in this section, shall be
                           called by the chief executive officer or the
                           secretary at the request in writing of stockholders
                           owning a majority of the voting power of the then
                           outstanding Voting Stock. Any such resolution or
                           request shall state the purpose or purposes of the
                           proposed meeting. Such meeting shall be held at such
                           time and date as may be fixed by the Board of
                           Directors. The Board of Directors may postpone fixing
                           the time and date of a special meeting to be held at
                           the request of stockholders in order to allow the
                           secretary to determine the validity of such request,
                           PROVIDED, that if such request is determined to be
                           valid, then the Board of Directors shall fix the date
                           of such special meeting to be no later than 90 days
                           after such determination. For the purposes of these
                           By-laws, the term "Voting Stock" shall have the
                           meaning of such term set forth in the Certificate of
                           Incorporation or, if not defined therein, "Voting
                           Stock" shall mean the outstanding shares of capital
                           stock of the Corporation entitled to vote generally
                           in the election of directors.

                                    SECTION 3.07. SPECIAL MEETINGS. Special
                           meetings of the Board of Directors may be called by
                           the chief executive officer or the president and
                           shall be called by the chief executive officer or the
                           secretary on the written request of at least two
                           directors. Notice of special meetings of the Board of
                           Directors shall be given to each director at least
                           three calendar days before the meeting if by mail or
                           at least the calendar day before the meeting if given
                           in person or by telephone, facsimile, telegraph,
                           telex or similar means of electronic transmission.
                           The notice need not specify the business to be
                           transacted.

                                    SECTION 3.08. EMERGENCY MEETINGS. In the
                           event of an emergency which in the judgment of the
                           chief executive officer or the president requires
                           immediate action, a special meeting may be convened
                           without notice, consisting of those directors who are
                           immediately available in person or by telephone and
                           can be joined in the meeting in person or by
                           conference telephone. The actions taken at such a
                           meeting



                           shall be valid if at least a quorum of the directors
                           participates either personally or by conference
                           telephone.

                                    SECTION 3.10.  ORGANIZATION.  The chief
                           executive officer shall preside at meetings of the
                           Board of Directors.

                                    SECTION 6.01. ISSUANCE. The stock of the
                           Corporation shall be represented by certificates,
                           PROVIDED that the Board of Directors may provide by
                           resolution for any or all of the stock to be
                           uncertificated shares. Notwithstanding any resolution
                           by the board of directors providing for
                           uncertificated shares, every holder of stock in the
                           Corporation represented by certificates and, upon
                           request, every holder of uncertificated shares in the
                           Corporation shall be entitled to have a certificate
                           signed by, or in the name of the Corporation by, the
                           chairman or vice chairman of the board, if any, or
                           the president or a vice president and the treasurer
                           or an assistant treasurer or the secretary or an
                           assistant secretary of the Corporation, certifying
                           the number of shares owned by such holder in the
                           Corporation.