EXHIBIT 3.2
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                          CERTIFICATE OF ELIMINATION

                                      OF

                     SERIES A CONVERTIBLE PREFERRED STOCK

                                      OF

                            SEALED AIR CORPORATION

            (Pursuant to Section 151 of the General Corporation Law
                          of the State of Delaware)

         SEALED AIR CORPORATION, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"),

         DOES HEREBY CERTIFY THAT:

         FIRST: Under Article FOURTH ("Article FOURTH") of the Corporation's
Amended and Restated Certificate of Incorporation, the Corporation has
authority to issue 50,000,000 shares of preferred stock, par value $0.10 per
share ("Preferred Stock").

         SECOND: Article FOURTH authorized the Corporation to issue 36,021,851
shares of Preferred Stock designated as Series A Convertible Preferred Stock
("Series A Preferred Stock").

         THIRD: Since the original issuance of Series A Preferred Stock, the
Corporation has heretofore filed Certificates of Retirement in the Office of
the Secretary of State of the State of Delaware covering 7,732,137 shares of
Series A Preferred Stock on December 28, 2000; 931,210 shares of Series A
Preferred Stock on December 26, 2001; and 817,985 shares of Series A Preferred
Stock on February 4, 2003 (an aggregate of 9,481,332 shares; collectively, the
"Previous Retirements").

         FOURTH: On July 18, 2003, the Corporation redeemed all of the
remaining outstanding shares of Series A Preferred Stock for $51.00 per share
(representing the $50.00 per share liquidation value and a $1.00 per share
redemption premium) plus an amount equal to dividends accrued thereon from
July 1, 2003 through July 17, 2003 pursuant to resolutions that were duly
adopted at a meeting of the Corporation's Board of Directors (the "Board of
Directors").

         FIFTH: The shares of capital stock of the Corporation that are
retired pursuant to this Certificate are the 26,540,519 shares of Series A
Preferred Stock that remained authorized after giving effect to the Previous
Retirements. Such shares have an aggregate liquidation value of
$1,327,025,950.00, an aggregate par value of $2,654,051.90, and include all
shares of Series A Preferred Stock (other than the Previous Retirements) that
have been authorized, issued, redeemed, converted or otherwise reacquired by
the Corporation.

         SIXTH: The Corporation's Amended and Restated Certificate of
Incorporation prohibits the reissuance of the above shares as shares of Series
A Preferred Stock and provides that upon their redemption, conversion, other
acquisition by the Corporation or retirement, such shares shall have the
status of authorized but unissued shares of Preferred Stock, without
designation as to series, subject to reissuance by the Board of Directors as
shares of any one or more other series.

         SEVENTH: After giving effect to the foregoing, no shares of Series A
Preferred Stock are issued or outstanding, the authorized number of shares of
Series A Preferred Stock is reduced to zero, and all such shares are restored
to the status of authorized but unissued shares of Preferred Stock, without
designation as to series, subject to reissuance by the Board of Directors as
shares of any one or more other series in accordance with the Corporation's
Amended and Restated Certificate of Incorporation.

         EIGHTH: Pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, upon the effective date of the
filing of this Certificate, the Corporation's Amended and Restated Certificate
of Incorporation shall be and is further amended so as to effect the
elimination from such certificate of all references to Series A Preferred
Stock.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by William V. Hickey, its authorized President and Chief Executive
Officer, and attested to by H. Katherine White, its Secretary, this 26th day
of August, 2003.

                                              SEALED AIR CORPORATION

[Seal]
                                              By:    /s/ William V. Hickey
                                                     -------------------------
                                                     William V. Hickey
                                                     President and
                                                     Chief Executive Officer

ATTEST:


/s/ H. Katherine White
-------------------------
H. Katherine White
Secretary