Exhibit 3.5


                  Amendment to the By-Laws of Sealed Air Corporation, effective
February 8, 2001.


                           RESOLVED that a new Section 2.13 shall be and is
                  added to the By-Laws of the Corporation that shall read as
                  follows:

                                    SECTION 2.13. NOTICE BY ELECTRONIC
                           TRANSMISSION. Without limiting the manner by which
                           notice otherwise may be given effectively to
                           stockholders, any notice to stockholders given by the
                           Corporation under any law, the Certificate of
                           Incorporation or these By-laws shall be effective if
                           given by a form of electronic transmission then
                           consented to by the stockholder to whom the notice is
                           given.