PROSPECTUS SUPPLEMENT NO. 5                    Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated January 23, 2004)    Registration Statement No. 333-108544



                  SEALED AIR CORPORATION

             6,160,708 SHARES OF COMMON STOCK

         This prospectus supplement relates to the offer
and sale from time to time of up to 6,160,708 shares of
common stock, $0.10 par value per share, of Sealed Air
Corporation, a Delaware corporation, by the selling
stockholders named in the prospectus dated January 23,
2004 and in this prospectus supplement. This prospectus
supplement may only be delivered or used in connection
with our prospectus dated January 23, 2004. Our common
stock is traded on the New York Stock Exchange under the
symbol "SEE."

         Neither the Securities and Exchange Commission
nor any state securities commission has approved or
disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

         PROSPECTUS SUPPLEMENT DATED MAY 17, 2004




        The information appearing in the following table
supplements or supersedes in part the information in the
table under the caption "Selling Stockholders," beginning
on page 9 in our prospectus and was provided by or on
behalf of the selling stockholders.




                                                                                     COMMON STOCK TO
                                                   COMMON STOCK                      BE BENEFICIALLY
                                                   BENEFICIALLY      COMMON STOCK      OWNED AFTER      PERCENTAGE OF
                                                   OWNED AS OF     OFFERED IN THIS         THIS          ALL COMMON
                     NAME                        MAY 14, 2004 (1)   PROSPECTUS (1)     OFFERING (1)       STOCK (2)
                                                                                                   
Deutsche Bank Securities Inc.                          80,499            80,499              --                --
Gemini Sammelstiftung zur Forderung der
    Personalvorsorge                                    3,571             3,571              --                --

                                      TOTAL (3)     6,160,708         6,160,708              --                --
________________

1.       For each selling stockholder, this number
         represents the number of shares of common stock
         that would be beneficially owned by such selling
         stockholder after the conversion of the Notes
         beneficially owned by such selling stockholder
         as of May 14, 2004, assumes that the selling
         stockholders will sell all shares of common
         stock offered by them under this prospectus, and
         further assumes that all of the Notes have been
         converted.

2.       For each selling stockholder, this number
         represents the percentage of common stock that
         would be owned by such selling stockholder after
         completion of the offering, based on the number
         of shares of common stock outstanding as of May
         14, 2004 and assuming all the Notes beneficially
         owned by such selling stockholder as of May 14,
         2004, have been converted.

3.       Assumes conversion of 100% of the outstanding
         Notes (without giving effect to any capital
         adjustments). We note that the aggregate number
         of shares of common stock requested to be
         registered by the selling stockholders is
         greater than the total number of shares
         initially issuable upon conversion of 100% of
         the outstanding Notes. This may be due in part
         to sales or other transfers of Notes among the
         selling stockholders in which the person
         acquiring the Notes submits a request to
         register shares of common stock which were
         previously registered by the person who sold the
         Notes.