S-8

As filed with the Securities and Exchange Commission on July 15, 1998
                                       Registration No. 333-
=================================================================
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                         FORM S-8
                 REGISTRATION STATEMENT UNDER
                  THE SECURITIES ACT OF 1933
            ============================================
                    SEALED AIR CORPORATION
         (Exact Name of Issuer as Specified in its Charter)

      Delaware                            No. 65-0654331          
(State or Other Jurisdiction of      (I.R.S. Employer Identification 
Incorporation or Organization)                 Number)   
                                                                  
                              Park 80 East
                   Saddle Brook, New Jersey 07663-5291 
           (Address and Zip Code of Principal Executive Offices) 
       
       ============================================================

                       CONTINGENT STOCK PLAN
                      OF SEALED AIR CORPORATION
                       (Title of the Plan)
               ====================================
                    H. KATHERINE WHITE, ESQ.
                 General Counsel and Secretary
                    SEALED AIR CORPORATION
                        Park 80 East
              Saddle Brook, New Jersey 07663-5291
            (Name and Address of Agent for Service)

    Telephone Number, Including Area Code, of Agent for Service: 
                         201-791-7600
               =======================================
                    CALCULATION OF REGISTRATION FEE

Title of    Amount to be     Proposed        Proposed        Amount of
securities  registered       maximum         maximum         registration
to be                        offering price  aggregate       fee
registered                   per unit        offering price  

Common Stock  2,049,550      $37.06 per      $75,956,323*    $22,407.12
par value     shares         share*
$0.10 per
share

*Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) based on the average of the high and
low prices of the Registrant's Common Stock reported in the
consolidated reporting system for New York Stock Exchange traded
securities on July 8, 1998.

Pursuant to Rule 429 of the General Rule and Regulations under
the Securities Act of 1933, as amended, the Prospectus that is a
part of this Registration Statement is a combined prospectus
relating also to the Registration Statement on Form S-8, No. 333-
50601.


                              PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents filed by the Corporation (File No. 1-
12139) with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

          (a)  Annual Report on Form 10-K of W. R. Grace & Co. for the year
ended December 31, 1997, as amended;

          (b)  Current Report on Form 8-K of W. R. Grace & Co. dated
February 9, 1998; 

          (c)  Current Report on Form 8-K of Sealed Air Corporation
(formerly named W. R. Grace & Co.) dated March 31, 1998; 

          (d)  Current Report on Form 8-K of Sealed Air Corporation
(formerly named W. R. Grace & Co.) dated April 2, 1998, as amended; 

          (e)  Quarterly Report on Form 10-Q of Sealed Air Corporation for
the quarter ended March 31, 1998; and

          (f)  the description of the Corporation's common stock contained
in the Corporation's Joint Proxy Statement/Prospectus filed as part of the
Corporation's Registration Statement on Form S-4, declared effective on
February 13, 1998.

          All documents filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.

Item 4.  Description of Securities.

          The securities to be offered are registered under Section 12(b) of
the 1934 Act.

Item 5.  Interests of Named Experts and Counsel.

          The validity of the shares of Common Stock offered under this
Registration Statement has been passed upon for the Registrant by H. Katherine
White, General Counsel and Secretary of the Registrant.  As of the date of
this Registration Statement, Ms. White was employed by the Registrant and was
the beneficial owner of approximately 28,918 shares of Common Stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State of
Delaware (the "General Corporation Law") provides that:  (1)  under certain
circumstances a corporation may indemnify a director or officer made party to,
or threatened to be made party to, any civil, criminal, administrative or
investigative action, suit or proceeding (other than an action by or in the
right of the corporation) because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against
expenses, judgments, fines and amounts paid in settlement reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to criminal cases, had no reasonable cause to believe such person's
conduct was unlawful; (2) under certain circumstances a corporation may
indemnify a director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for judgment in
favor of the corporation because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against expenses
reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation; and (3) a director or officer shall be
indemnified by the corporation against expenses reasonably incurred by such
person in connection with and to the extent that such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of any claim,
issue or matter therein.

          Under Article ELEVENTH of the Registrant's Amended and Restated
Certificate of Incorporation and Article 8 of the Registrant's By-Laws,
indemnification of directors and officers is provided for to the fullest
extent permitted under the General Corporation Law.  Article TWELFTH of the
Registrant's Amended and Restated Certificate of Incorporation eliminates the
liability of directors for monetary damages for breach of fiduciary duty as
directors, except for liability (1) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the General Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit.  The
General Corporation Law, the Registrant's Amended and Restated Certificate of
Incorporation and the By-Laws of the Registrant permit the purchase by the
Registrant of insurance for indemnification of directors and officers.  The
Registrant currently maintains directors and officers liability insurance.

          The foregoing summary of Section 145 of the General Corporation
Law, Articles ELEVENTH and TWELFTH of the Amended and Restated Certificate of
Incorporation of the Registrant and Article 8 of the By-Laws of the Registrant
is qualified in its entirety by reference to the relevant provisions of
Section 145, the relevant provisions of the Registrant's Amended and Restated
Certificate of Incorporation, which are incorporated herein by reference to
Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, File No. 1-12139, and the relevant provisions of the
Registrant's By-Laws, which are incorporated herein by reference to Exhibit
3.2 to the Registrant's Current Report on Form 8-K, Date of Report March 31,
1998, File No. 1-12139.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.    Exhibits.

  Exhibit No.     Description*

     4.1          Amended and Restated Certificate of Incorporation of
                  the Corporation as currently in effect [Exhibit 3.1 to
                  the Corporation's Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 1998, File No. 1-12139]

     4.2          Amended and Restated By-Laws of the Corporation as
                  currently in effect [Exhibit 3.2 to the Corporation's
                  Current Report on Form 8-K, Date of Report March 31,
                  1998, File No. 1-12139]

     4.3          Contingent Stock Plan of the Corporation

     4.4          Form of Contingent Stock Purchase Agreement - Non-
                  Officer Employee

     4.5          Form of Contingent Stock Purchase Agreement - Officer

     4.6          Form of Contingent Stock Purchase Agreement - Section
                  162(m) Officer

     5            Opinion of counsel as to legality of securities being
                  registered 

     23.1         Consent of KPMG Peat Marwick LLP

     23.2         Consent of Price Waterhouse LLP

     23.3         Consent of Counsel [Contained in opinion filed as
                  Exhibit 5 to this Registration Statement]

     24           Powers of Attorney [Contained in Signature Pages of
                  this Registration  Statement]

                       
* Material in brackets is incorporated herein by reference.

Item 9.  Undertakings.

          The undersigned registrant hereby undertakes:  (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:  (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement, provided, however, that paragraphs
(1)(i) and (1)(ii)do not apply if the registration statement is on Form S-3
or Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus to each employee to whom the prospectus is
sent or given a copy of the registrant's annual report to stockholders for its
last fiscal year, unless such employee otherwise has received a copy of such
report, in which case the registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on written
request of the employee.  If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report of the
registrant for the preceding fiscal year may be so delivered, but within such
120 day period the annual report for the last fiscal year will be furnished to
each such employee.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                         SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Saddle Brook, State of
New Jersey, on this 15th day of July, 1998.

                                             SEALED AIR CORPORATION
                                                  (Registrant)

                                             By s/T.J. Dermot Dunphy        
                                             T.J. Dermot Dunphy
                                             Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose individual signature
appears below hereby authorizes T. J. Dermot Dunphy, William V. Hickey and H.
Katherine White, and each of them, as attorneys-in-fact, with full power of
substitution, to execute, in the name and on behalf of each such person and in
any and all capacities, and to file any amendment to this Registration
Statement (and all other registration statements to which the prospectus
related to this Registration Statement also relates pursuant to Rule 429 of
the General Rules and Regulations under the Securities Act of 1933, as
amended), including any and all post-effective amendments.

    Signature                           Title                         Date



s/T.J. Dermot Dunphy          Chairman of the Board,        July 15, 1998
T.J. Dermot Dunphy            Chief Executive Officer 
                              and Director (Principal 
                              Executive Officer)
 
s/Hank Brown                  Director                      July 15, 1998
Hank Brown


s/John K. Castle              Director                      July 15, 1998
John K. Castle


s/Christopher Cheng           Director                      July 15, 1998
Christopher Cheng


s/Lawrence R. Codey           Director                      July 15, 1998
Lawrence R. Codey


s/Charles F. Farrell, Jr.     Director                      July 15, 1998
Charles F. Farrell, Jr.


                              Director                      



s/Virginia A. Kamsky          Director                      July 15, 1998
Virginia A. Kamsky


s/Alan H. Miller              Director                      July 15, 1998
Alan H. Miller


                              Director                 



s/Robert L. San Soucie        Director                     July 15, 1998
Robert L. San Soucie


s/Daniel S. Van Riper         Senior Vice President         July 15, 1998
Daniel S. Van Riper           and Chief Financial Officer
                              (Principal Financial Officer)


s/Jeffrey S. Warren           Controller                    July 15, 1998
Jeffrey S. Warren             (Principal Accounting Officer)
   


  

EX-4.3

                                           EXHIBIT 4.3







                           CONTINGENT STOCK PLAN

                                   OF
                                    
                         SEALED AIR CORPORATION,
                                    
                               AS AMENDED


          Section 1.  Purpose.  The purpose of the Contingent Stock Plan
(the "Plan") of Sealed Air Corporation (the "Corporation") is to assist the
Corporation and its subsidiaries in attracting and retaining employees of
outstanding competence by providing an incentive that permits those employees
responsible for the Corporation's growth to share directly in that growth and
to further the identity of their interests with those of the stockholders of
the Corporation.

          Section 2.  Administration.  The Plan shall be administered by a
committee (the "Committee") composed of not less than three persons chosen
from time to time by the Board of Directors of the Corporation (the "Board")
from among those directors of the Corporation who are not, and have not been
for at least one year, employees of the Corporation or its subsidiaries.  In
addition to the powers granted to the Committee as elsewhere set forth in the
Plan, and subject to the terms and conditions of the Plan, the Committee is
authorized to interpret the Plan, to adopt and revise rules and regulations
relating to the Plan and the conduct of the business of the Committee, and to
make all determinations that it believes necessary or advisable for the
operation and administration of the Plan.  All decisions and determinations by
the Committee with respect to the Plan shall be final, binding and conclusive
upon all parties, including the Corporation, its stockholders and all
employees of the Corporation and of its subsidiaries.  If no Committee is
appointed by the Board or if the Committee shall for any reason cease or
become unable to act, the Board shall act as the Committee.  No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any award ("Award") of a right to purchase shares
of the $0.10 par value Common Stock of the Corporation (the "Common Stock")
granted pursuant to the Plan.

          Section 3.  Stock Available.  The stock subject to the Plan shall
be such authorized but unissued or treasury shares of Common Stock as shall
from time to time be determined by the Committee.  The total amount of Common
Stock that may be issued pursuant to the Plan is 2,500,000 shares, subject,
however, to adjustment in accordance with the provisions of Section 15.  In
the event that any Common Stock issued pursuant to the Plan is reacquired by
the Corporation upon the exercise of an option described in Section 8, the
shares of Common Stock so acquired will again become available for issuance
pursuant to the Plan.

          Section 4.  Eligibility.  Each employee of the Corporation or any
subsidiary of the Corporation, including officers, whom the Committee
determines is in a position to make a significant contribution to the growth
and success of the Corporation shall be eligible to participate under the Plan
("Employee").  An Employee may receive more than one Award under the Plan.

          Section 5.  Terms, Conditions and Form of Purchase Agreements. 
The Committee shall have exclusive jurisdiction, except as otherwise limited
by the Plan, to grant all Awards, to select the Employees to be granted
Awards, to condition the grant of Awards to specific Employees upon
achievement of performance measures under any plan or program adopted by the
Corporation, to determine the number of shares of Common Stock to be covered
by an Award, to determine the time or times for the grant of Awards, to
determine the Issue Price (as such term is defined in Section 7) of the shares
of Common Stock that are the subject of an Award, to determine the duration of
the Corporation's option described in Section 8, to prescribe the form or
forms of agreement for the purchase of the Common Stock that is the subject of
an Award ("Purchase Agreement"), to modify any such form of Purchase
Agreement, and to have full authority with respect to all other matters
relating to the Plan except those matters as are expressly reserved herein to
the stockholders of the Corporation.  The Committee shall inform the
appropriate officers of the Corporation of its determinations, and such
officers shall inform the Employee to whom an Award has been made of the grant
of such Award.  The Committee may authorize any officer of the Corporation to
enter into Purchase Agreements on behalf of the Corporation and to take all
other action necessary or desirable to effectuate the determinations of the
Committee.  Purchase Agreements, which need not be identical, shall be in
writing and shall not contain provisions inconsistent with provisions of the
Plan.

          Section 6.  Exercise of Right to Purchase Shares.  An Employee who
has been granted an Award may exercise his right to purchase shares of Common
Stock during the 60 day period beginning immediately after the grant of the
Award, provided that he is still an employee of the Corporation or of a
subsidiary of the Corporation on the date of such exercise.  In order to so
exercise such right to purchase, an Employee shall give written notice to the
Corporation of such election.  The Issue Price of the shares to be issued
shall be tendered in cash at the time such notice is given.  No such right to
purchase shares shall be transferable by an Employee to whom an Award has been
granted.

          Section 7.  Issue Price of Common Stock.  Prior to the issuance of
Common Stock to an Employee pursuant to the Plan, the Employee shall pay to
the Corporation an amount of money per share ("Issue Price") to be determined
by the Committee that shall take into consideration the value of the services
performed and to be performed by the Employee, which amount shall not be less
per share than the par value of the Common Stock nor more than ten percent
(10%) of the fair market value per share thereof.  For the purposes of the
foregoing sentence, "fair market value per share" shall mean the last sales
price of the Common Stock as reported on the consolidated transaction
reporting system for New York Stock Exchange listed issues on the day the
Committee made the Award or, if no sales occurred on such date, the last sales
price on the consolidated transaction reporting system on the most recent
prior day on which a sale occurred.  If the Common Stock ceases to be listed
on the New York Stock Exchange, Inc., fair market value per share shall be
determined in such manner as shall be selected by the Committee.  If the Issue
Price (as determined by the Committee on the date of an Award) shall exceed
ten per cent (10%) of the fair market value per share, the Issue Price shall
be reduced to an amount that shall represent ten percent (10%) of the fair
market value per share.

          Section 8.  Option of the Corporation to Reacquire Issued Stock. 
Unless a shorter period is specified by the Committee at the time an award is
granted and except as provided below, for a period beginning on the date of
the grant of an Award and ending on the third anniversary of such date or such
later date as the Committee shall determine, any Common Stock issued pursuant
to the Plan shall be subject to an option in favor of the Corporation to
reacquire such Common Stock at a price per share equal to the Issue Price. 
Neither the shares of Common Stock issued pursuant to the Plan nor any
interest therein shall be sold, transferred or encumbered until such option
may no longer become exercisable.  The option of the Corporation to reacquire
such Common Stock shall become exercisable only upon the termination of
employment of the Employee with the Corporation or any of its subsidiaries
other than as a result of the Employee's death or permanent and total
disability.  The decision whether or not to exercise such option as to all or
part of the shares subject thereto owned by an Employee shall be made by the
Committee and communicated to the Chief Executive Officer or other appropriate
officer of the Corporation who shall be authorized to take any and all action
necessary to effectuate such decision.

          Section 9.  Exercise of Option to Reacquire Issued Stock.  The
option described in Section 8 shall be exercised in whole or part by the
Corporation by its sending, if at all, no later than 90 days after the
Employee's termination of employment written notice of such exercise to the
Employee at the address specified by the Employee for such purpose, such
notice also to set forth the address to which and the date on which the
certificates, if any, representing the Common Stock in respect of which the
option is being exercised, duly endorsed for transfer, should be sent.  The
date specified shall not be less than ten days nor more than thirty days from
the date of such notice.  Such notice shall be sent to the Employee by
registered or certified mail, postage prepaid, or by any other delivery
service that provides written confirmation of delivery.  The Employee or his
successor in interest with respect to such shares shall have no further rights
as a stockholder from and after the date so specified in such notice.  If
certificates are duly delivered in accordance with the written notice, the
Corporation shall promptly send to the Employee its check in repayment of the
Issue Price for such shares.  The Corporation shall affix to such certificates
any required stock transfer stamps.  If certificates are not so delivered, the
Corporation shall deposit the required amount of payment in an escrow account
in the name of the Employee to be held therein until such certificates are
delivered to the Corporation and the Corporation shall immediately advise its
transfer agent of such action.

          Section 10.  Legend on Stock Certificates.  All shares of Common
Stock issued under the Plan shall, so long as the restrictions imposed by the
Plan remain in effect, be represented by certificates, each of which shall
bear a legend in substantially the following form:

               This certificate and the shares represented hereby are held
          subject to the terms of the Contingent Stock Plan of Sealed Air
          Corporation which Plan provides that the shares issued pursuant
          thereto are subject to an option in favor of Sealed Air
          Corporation to reacquire such shares at a price that may be
          significantly lower than their fair market value and that neither
          such shares nor any interest therein may be sold, transferred or
          encumbered until the expiration of such option.  If such option is
          exercised, the holder of the shares represented by this
          certificate will have no further rights with respect to such
          shares and this certificate will be deemed void.  A copy of such
          Plan is available for inspection at the executive offices of
          Sealed Air Corporation.

Upon the expiration of the Corporation's option to reacquire shares of Common
Stock, an Employee may surrender to the Corporation the certificate or
certificates representing such shares in exchange for a new certificate or
certificates, free of the above legend, or for a statement from the
Corporation representing such shares in book entry form free of such legend.

          Section 11.  Government and Other Regulations and Restrictions. 
The obligation of the Corporation to issue Common Stock upon execution of a
Purchase Agreement shall be subject to all applicable laws, rules and
regulations and to such approvals by governmental agencies as may be required. 
Shares of Common Stock acquired pursuant to the Plan shall not be sold,
transferred or otherwise disposed of unless and until either (a) such shares
shall have been registered by the Corporation under the Securities Act of
1933, as amended (the "Securities Act"), (b) the Corporation shall have
received either a "no action" letter from the Securities and Exchange
Commission or an opinion of counsel acceptable to the Corporation to the
effect that such sale, transfer or other disposition of the shares may be
effected without such registration or (c) such sale, transfer or disposition
of the shares is made pursuant to Rule 144 under the Securities Act, as the
same may from time to time be in effect, and the Corporation shall have
received an opinion of counsel or other information acceptable to the
Corporation to such effect.  In the event that at the time a Purchase
Agreement is executed there shall not be on file with the Securities and
Exchange Commission an effective Registration Statement under the Securities
Act covering the shares of Common Stock to be issued pursuant thereto the
Employee will execute and deliver to the Corporation upon receipt by him of
any such shares an undertaking in form and substance satisfactory to the
Corporation that (i) it is his intention to acquire and hold such shares for
investment and not for the resale or distribution thereof, (ii) he will comply
with the Securities Act with respect to such shares, and (iii) he will
indemnify the Corporation for any costs, liabilities and expenses that it may
sustain by reason of any violation of the Securities Act occasioned by any act
on his part with respect to such shares.  The Corporation may require that any
certificate or certificates evidencing shares issued pursuant to the Plan bear
a restrictive legend intended to effect compliance with the Securities Act or
any other applicable regulatory measures.

          Section 12.  Registration of Shares.  The Corporation shall be
under no obligation to register any shares of Common Stock under the
Securities Act.  However, a Purchase Agreement may make appropriate and
reasonable provision for the registration of Common Stock acquired thereunder. 
The Corporation, at its election, may undertake to pay all fees and expenses
of each such registration, other than an underwriter's commission, if any.

          Section 13.  No Rights in Common Stock.  No Employee shall have
any interest in or be entitled to any voting rights or dividends or other
rights or privileges of stockholders of the Corporation with respect to any
shares of Common Stock unless, and until, shares of Common Stock are actually
issued to such Employee following execution of a Purchase Agreement and then
only from the  date the Employee becomes the record owner thereof.

          Section 14.  Subsidiaries.  The subsidiaries of the Corporation
referred to in the Plan are those corporations, joint ventures or other
entities in which the Corporation owns, directly or indirectly, in the
aggregate at least 50 percent of the voting power of the classes of stock of
such entity entitled to vote and those partnerships, joint ventures and other
entities in which the Corporation owns, directly or indirectly, a 50 percent
or more interest in the capital account or earnings.
     
          Section 15.  Adjustments.  In the event of changes in the Common
Stock of the Corporation after the Effective Date by reason of any stock
dividend, split-up, combination of shares, reclassification, recapitalization,
merger, consolidation, reorganization, or liquidation:  (a) the restrictions
and the option provided in Section 8 and the requirement of a legend on stock
certificates provided in Section 10 shall apply to any securities issued in
connection with any such change in respect of stock that has been awarded
under the Plan and (b) appropriate adjustments shall be made by the Committee
as to (i) the number of shares to be delivered and the price per share to be
paid by the Corporation upon the exercise, in whole or in part, of the option
provided in Section 8, (ii) the number of shares to be delivered and the Issue
Price where such change occurred after the date of the Award but before the
date the stock covered by the Award is delivered and (iii) the number and
class of shares available under the Plan in the aggregate.  

          Section 16.  Change in Control.  A "Change in Control" shall occur
when (i) there occurs a reorganization, merger, consolidation, sale of all or
substantially all the Corporation's assets, or other corporate transaction
involving the Corporation (a "Corporate Transaction") and the stockholders of
the Corporation immediately prior to such Corporate Transaction do not,
immediately after the Corporate Transaction, beneficially own, in the
aggregate, directly or indirectly, at least 70% of the combined voting power
of the outstanding voting securities of the successor or resulting corporation
or other entity resulting from such Corporate Transaction, where the term
"beneficially own" shall be used as in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"),
(ii) any "person" (as the term "person" is used in Sections 13(d) and 14(d) of
the Securities Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Corporation representing 30% or more of the
combined voting power of the Corporation's then outstanding securities, (iii)
as a result of any solicitation subject to Rule 14a-11 under the Securities
Exchange Act (or any successor rule thereto) one or more persons not
recommended by or opposed for election to the Board of Directors by one-third
or more of the Continuing Directors of the Corporation then in office is or
are elected a director of the Corporation, or (iv) the Corporation shall
become subject for any reason to a voluntary or involuntary dissolution or
liquidation.  A "Continuing Director" shall be a director of the Corporation
who is serving as such on the Effective Date and any person who is approved as
a nominee or elected to the Board of Directors by a majority of Continuing
Directors who are then members of the Board of Directors of the Corporation. 
Upon any Change in Control, as of the close of business at the principal
executive office of the Corporation on the business day immediately preceding
the date on which such event occurs, for purposes of the Plan and to the
extent that the provisions of the Plan remain applicable to shares granted
under the Plan, the option provided for in Section 8 of the Plan shall cease
without further act to be exercisable with respect to any securities subject
to an Award under the Plan, the restrictions provided for in Section 8 of the
Plan shall without further act expire and cease to apply to any securities
subject to an Award under the Plan, the requirement of a legend on stock
certificates provided for in Section 10 of the Plan shall without further act
expire and cease to apply to any securities subject to an Award under the
Plan, and each Employee holding shares issued under the Plan shall thereupon
have the right to receive an unlegended certificate as set forth in the last
sentence of Section 10 of the Plan.

          Section 17.  Successors.  The provisions of the Plan shall be
binding upon and inure to the benefit of all successors of any person
receiving Common Stock of the Corporation pursuant to the Plan, including,
without limitation, the estate of such person and the executors,
administrators or trustees thereof, the heirs and legatees of such person, and
any receiver, trustee in bankruptcy or representative of creditors of such
person.

          Section 18.  Indemnification of Committee Members.  In addition to
such other rights of indemnification as they may have as directors or as
members of the Committee, the members of the Committee shall be indemnified by
the Corporation against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them
may be party by reason of any action taken or failure to act under or in
connection with the Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except a judgment based upon a finding of
bad faith, provided that upon institution of any such action, suit or
proceeding, the Committee member desiring indemnification shall give the
Corporation an opportunity, at its own expense, to conduct and defend the
same.

          Section 19.  Corporation's Right to Terminate Employment.  Nothing
contained in the Plan or in any Purchase Agreement shall confer upon any
Employee a right to continue in the employ of the Corporation or any of its
subsidiaries or interfere in any way with the right of the Corporation or any
of its subsidiaries to terminate the employment of any Employee at any time,
whether with or without cause.

          Section 20.  Tax Withholding.  Each Purchase Agreement incident to
the Plan shall make appropriate provisions for the withholding of any federal,
state or local taxes and any other charges that may be required by law to be
withheld by reason of an Award, the issuance of Common Stock pursuant to the
Plan or the reacquisition of such Common Stock by the Corporation.
     
          Section 21.  Action by Corporation.  Neither the existence of the
Plan nor the issuance of Common Stock pursuant thereto shall impair the right
of the Corporation or its stockholders to make or effect any adjustments,
recapitalizations or other change in the Common Stock referred to in Section
15, any change in the Corporation's business, any issuance of debt obligations
or stock by the Corporation or any grant of options on stock of the
Corporation.

          Section 22.  Reliance on Reports.  Each member of the Committee
shall be fully justified in relying or acting in good faith upon any reports
or other information furnished in connection with the Plan by any person or
persons.  In no event shall any person who is or shall have been a member of
the Committee be liable for any determination made or other action taken or
any omission to act in reliance upon any such report or information or for any
action taken or failure to act, if in good faith.

          Section 23.  Expenses.  The expenses of administering the Plan
shall be borne by the Corporation.

          Section 24.  Pronouns.  Masculine pronouns and other words of
masculine gender shall refer to both men and women.

          Section 25.  Termination and Amendment of the Plan.  The Committee
shall have complete power and authority to amend, suspend or terminate the
Plan and, if suspended, reinstate any and all provisions of the Plan except
that without further approval of the stockholders of the Corporation and
except as otherwise provided in Section 15, (i) the number of shares available
for issuance under the Plan either in the aggregate or to any one person shall
not be increased and (ii) the minimum Issue Price shall not be decreased.  Any
Common Stock issued under the Plan with respect to which the period specified
in or pursuant to Section 8 has not expired on or before the date of
termination of the Plan shall remain subject to reacquisition by the
Corporation pursuant to Section 8 until the expiration of such period.

          Section 26.  Effective Date.  The Plan shall become effective on
April 2, 1998 (the "Effective Date").
6/26/98

EX-4.4

                                                       EXHIBIT 4.4

                                                       NO/98/V2

                    CONTINGENT STOCK PURCHASE AGREEMENT

     AGREEMENT dated as of                           between SEALED AIR
CORPORATION, a Delaware corporation (the "Corporation"), and                   
(the "Employee").

     The Employee is now in the employ of the Corporation or one of its
subsidiaries and has been selected by the Organization and Compensation
Committee (the "Committee") of the Board of Directors of the Corporation as
one who is in a position to make a significant contribution to the growth and
success of the Corporation.  Pursuant to the Contingent Stock Plan of Sealed
Air Corporation (the "Plan"), the Corporation desires to provide an incentive
to the Employee which will permit him to share directly in the growth of the
Corporation and to further identify his interests with those of the
stockholders of the Corporation.

     NOW, THEREFORE, the Corporation and the Employee mutually agree as
follows:

Section 1.  Purchase and Sale of Stock

     Subject to the terms and conditions hereinafter set forth, the
Corporation hereby sells to the Employee and the Employee purchases from the
Corporation *       * shares of the $0.10 par value Common Stock of the
Corporation ("Common Stock") for a purchase price of $1.00 per share (subject
to adjustment pursuant to Section 7 of the Plan) (the "Issue Price"), receipt
of which the Corporation hereby acknowledges.  The Corporation will deliver to
the Employee a certificate representing such shares of Common Stock within a
reasonable time after execution of this Agreement.

Section 2.  Representation

     The Corporation represents that all shares of Common Stock issued
pursuant to this Agreement will be duly authorized, validly issued, fully-paid
and nonassessable.

Section 3.  Repurchase Option and Period of Restriction

     During the period beginning with the date of this Agreement and ending
on the third anniversary of such date, and except as provided below, the
Common Stock issued pursuant to this Agreement shall be subject to an option
(the "Repurchase Option") in favor of the Corporation to reacquire such Common
Stock at a price per share equal to the Issue Price.  Neither the shares of
Common Stock issued pursuant to this agreement nor any interest therein shall
be sold, transferred or encumbered until the Repurchase Option may no longer
become exercisable.  The Repurchase Option shall become exercisable only upon
the termination of employment of the Employee with the Corporation or any of
its subsidiaries other than as a result of the Employee's death or permanent
and total disability.

Section 4.  Exercise of the Repurchase Option

     The Repurchase Option shall be exercised in whole or in part by the
Corporation, if at all, by its sending written notice of such exercise to the
Employee at the address specified in or pursuant to Section 10 within 90 days
after the Employee's termination of employment.  Such notice, which shall be
sent by registered mail, postage prepaid, shall also set forth the address to
which and the date on which the certificates representing the Common Stock in
respect of which the Repurchase Option is being exercised, duly endorsed for
transfer, should be sent.  The date specified shall not be less than ten days
nor more than thirty days from the date of such notice.  The Employee or his
successor in interest with respect to such shares shall have no further rights
as a stockholder from and after the date so specified in such notice and
agrees that the Common Stock represented by such certificate shall be deemed
canceled and returned to the treasury of the Corporation and that the Employee
will have no further incidents of ownership, including the right to receive
dividends or other distributions.  If the certificates are duly delivered in
accordance with the written notice, the Corporation shall promptly send to the
Employee its check in the amount of the Issue Price for such shares.  The
Corporation shall affix to the certificates any required stock transfer
stamps.  If the certificates are not so delivered, the Corporation shall
deposit the required amount of payment in an escrow account in the name of the
Employee to be held therein until such certificates are delivered to the
Corporation and the Corporation shall immediately advise its transfer agent of
such action.  In addition, if the certificates are not so delivered, the
Employee shall repay to the Corporation any dividends or other distributions
which may have become payable of record on or after the date on which the
Employee was required to deliver the certificates to the Corporation and
agrees to reimburse the Corporation all of its expenses (including attorneys'
fees) incurred in connection with any steps the Corporation may take to cancel
the certificates or to obtain the repayment of such dividends or other
distributions, or both.

Section 5.  Legend on Stock Certificates

     Every certificate of Common Stock issued pursuant to this Agreement
shall, so long as the restrictions described in Section 3 remain in effect,
bear a legend in substantially the following form:

          This certificate and the shares represented hereby are held
     subject to the terms of the Contingent Stock Plan of Sealed Air
     Corporation which Plan provides that the shares issued pursuant thereto
     are subject to an option in favor of Sealed Air Corporation to reacquire
     such shares at a price which may be significantly lower than their fair
     market value and that neither such shares nor any interest therein may
     be sold, transferred or encumbered until the expiration of such option. 
     If such option is exercised, the holder of the shares represented by
     this certificate will have no further rights with respect to such shares
     and this certificate will be deemed void.  A copy of the Contingent
     Stock Plan is available for inspection at the executive offices of
     Sealed Air Corporation.

and shall have in effect a stop-transfer order with respect thereto.  Upon
expiration of the Repurchase Option, an Employee may surrender to the
Corporation the certificate or certificates representing such shares in
exchange for a new certificate or certificates, free of the above legend.

Section 6.  Government and Other Regulations and Restrictions

     The obligations of the Corporation to issue Common Stock upon execution
of this Agreement shall be subject to all applicable laws, rules and
regulations and to such approvals by governmental agencies as may be required. 
The Corporation may require that any certificate or certificates evidencing
such shares bear a restrictive legend intended to effect compliance with
applicable laws or regulatory measures.

Section 7.  Registration of Shares

     The Corporation shall be under no obligation to register any shares of
Common Stock under the Securities Act of 1933.

Section 8.  No Rights in Common Stock

     The Employee shall not have any interest in or be entitled to any voting
rights or dividends or other rights or privileges of stockholders of the
Corporation with respect to any shares of Common Stock issued pursuant to this
agreement until the shares of Common Stock are actually issued to the Employee
and then only from the date the Employee becomes the record owner thereof.

Section 9.  Injunctive Relief

     In addition to any other rights or remedies available to the Corporation
as a result of the breach of the Employee's obligations hereunder, the
Corporation shall be entitled to enforcement of such obligations by an
injunction or a decree of specific performance from a court with appropriate
jurisdiction and, in the event that the Corporation is successful in any suit
or proceeding brought or instituted by the Corporation to enforce any of the
provisions of this Agreement or on account of any damages sustained by the
Corporation by reason of the violation by the Employee of any of the terms and
conditions of this Agreement to be performed by the Employee, the Employee
agrees to pay to the Corporation all costs and expenses including attorneys'
fees reasonably incurred by the Corporation.

Section 10.  Notices

     Any notice which either party hereto may be required or permitted to
give to the other shall be in writing and, except as otherwise required
herein, may be delivered personally or by mail to the Corporation at Park 80
Plaza East, Saddle Brook, New Jersey 07663, attention of the Secretary of the
Corporation, or to the Employee at the address set forth below or at such
other address as either party may designate by notice to the other.

Section 11.  Subsidiaries

     The subsidiaries of the Corporation referred to in this Agreement are
those corporations, joint ventures or other entities in which the Corporation
owns, directly or indirectly, in the aggregate at least 50 percent of the
voting power of the classes of stock of such entity entitled to vote and those
partnerships, joint ventures and other entities in which the Corporation owns,
directly or indirectly, a 50% or more interest in the capital account or
earnings.  

Section 12.  Adjustments

     In the event of changes in the Common Stock of the Corporation after the
date of this Agreement by reason of any stock dividend, split-up, combination
of shares, reclassification, recapitalization, merger, consolidation,
reorganization, or liquidation:  (a) the Repurchase Option and the
restrictions described in Section 3 and the requirement of a legend on stock
certificates as described in Sections 5 and 6 shall apply to any securities
issued in connection with any such change in respect of Common Stock issued
pursuant to this Agreement, and (b) appropriate adjustments shall be made by
the Committee as to (i) the number of shares to be delivered and the price per
share to be paid by the Corporation upon the exercise, in whole or in part, of
the Repurchase Option, (ii) the number of shares to be delivered and the Issue
Price where such changes occurs after the date of this Agreement but before
the date the stock covered by this Agreement is delivered, and (iii) the
number and class of shares available under the Plan in the aggregate.

Section 13.  Successors

     The provisions of this Agreement shall be binding upon and inure to the
benefit of all successors of the Employee, including, without limitation, his
estate and the executors, administrators or trustees thereof, his heirs and
legatees and any receiver, trustee in bankruptcy or representative of his
creditors.

Section 14.  Corporation's Right to Terminate Employment

     Nothing contained in this Agreement shall confer upon the Employee a
right to continue in the employ of the Corporation or any of its subsidiaries
or interfere in any way with the right of the Corporation or any of its
subsidiaries to terminate the employment of the Employee at any time, with or
without cause.

Section 15.  Payment of Withholding Tax

     If, in the opinion of counsel for the Corporation, any federal, state or
local taxes or any other charges may now or later be required by law to be
withheld by the Corporation or one of its subsidiaries from the wages or
salary of the Employee by reason of this Agreement or otherwise with respect
to the Common Stock governed hereby, the Employee agrees to pay to the
Corporation or such subsidiary, as the case may be, on five days written
demand from the Corporation or such subsidiary an amount equal to such
withholding tax or charge.

Section 16.  Action by Corporation

     Neither the existence of this Agreement nor the issuance of Common Stock
pursuant hereto shall impair the right of the Corporation or its stockholders
to make or effect any of the adjustments, recapitalizations or other changes
in the Common Stock referred to in Section 12, any change in the Corporation's
business, any issuance of debt obligations or stock by the Corporation or any
grant of options with respect to stock of the Corporation.

Section 17.  Interpretation

     The Employee agrees that all questions of interpretation and
administration of this Agreement shall be determined by the Committee in its
sole discretion and such determination shall be final, binding and conclusive
upon him.  If the Committee is not acting, its functions shall be performed by
the Board of Directors of the Corporation, and each reference 
in this Agreement to the Committee shall, in that event, be deemed to refer to
the Board of Directors.

Section 18.  Applicable Law

     This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware.

Section 19.  Terms and Conditions of Contingent Stock Plan of Sealed Air
Corporation

     The authority of the Corporation to enter into this Agreement and the
issuance of shares of Common Stock pursuant hereto is derived exclusively from
the Plan and from a resolution of the Committee granting the Employee the
right to purchase shares of Common Stock pursuant to the Plan (the
"Resolution").  In the event that any terms or conditions of this agreement
are in conflict with any terms or conditions of the Plan or of the Resolution,
the terms and conditions of the Plan or Resolution shall control.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed under its corporate seal and the Employee has hereunto set his hand
and seal, all as of the day and year first above written.

                         SEALED AIR CORPORATION



                         By                                               
                            Chief Financial Officer 
[Corporate Seal]

Attest:



                          
Secretary
                                                       [L.S.]
                                    Employee

                          Address of Employee:


                                                                          



                                                                          





G:\WPDOCS\STOCK\AGREEMTS\CSPANO69.ASC

EX-4.5

                                             DRAFT - OFFICER

                                                       O/98/V2
                    CONTINGENT STOCK PURCHASE AGREEMENT

     AGREEMENT dated as of                           between
SEALED AIR CORPORATION, a Delaware corporation (the
"Corporation"), and                                          (the
"Employee").

     The Employee is now an officer of the Corporation and has
been selected by the  Organization and Compensation Committee
(the "Committee") of the Board of Directors of the Corporation as
one who is in a position to make a significant contribution to
the growth and success of the Corporation.  Pursuant to the
Contingent Stock Plan of Sealed Air Corporation (the "Plan"), the
Corporation desires to provide an incentive to the Employee which
will permit him to share directly in the growth of the
Corporation and to further identify his interests with those of
the stockholders of the Corporation.

     NOW, THEREFORE, the Corporation and the Employee mutually
agree as follows:

Section 1.  Purchase and Sale of Stock

     Subject to the terms and conditions hereinafter set forth,
the Corporation hereby sells to the Employee and the Employee
purchases from the Corporation *        * shares of the $0.10 par
value Common Stock of the Corporation ("Common Stock") for a
purchase price of $1.00 per share (subject to adjustment pursuant
to Section 7 of the Plan) (the "Issue Price"), receipt of which
the Corporation hereby acknowledges.  The Corporation will
deliver to the Employee a certificate representing such shares of
Common Stock within a reasonable time after execution of this
Agreement.

Section 2.  Representation

     The Corporation represents that all shares of Common Stock
issued pursuant to this Agreement will be duly authorized,
validly issued, fully-paid and nonassessable.

Section 3.  Repurchase Option and Period of Restriction

     During the period beginning with the date of this Agreement
and ending on the third anniversary of such date, and except as
provided below, the Common Stock issued pursuant to this
Agreement shall be subject to an option (the "Repurchase Option")
in favor of the Corporation to reacquire such Common Stock at a
price per share equal to the Issue Price.  Neither the shares of
Common Stock issued pursuant to this Agreement nor any interest
therein shall be sold, transferred or encumbered until the
Repurchase Option may no longer become exercisable.  The
Repurchase Option shall become exercisable only upon the
termination of employment of the Employee with the Corporation or
any of its subsidiaries other than as a result of the Employee's
death or permanent and total disability.

Section 4.  Exercise of the Repurchase Option

     The Repurchase Option shall be exercised in whole or in part
by the Corporation, if at all, by its sending written notice of
such exercise to the Employee at the address specified in or
pursuant to Section 10 within 90 days after the Employee's
termination of employment.  Such notice, which shall be sent by
registered mail, postage prepaid, shall also set forth the
address to which and the date on which the certificates
representing the Common Stock in respect of which the Repurchase
Option is being exercised, duly endorsed for transfer, should be
sent.  The date specified shall not be less than ten days nor
more than thirty days from the date of such notice.  The Employee
or his successor in interest with respect to such shares shall
have no further rights as a stockholder from and after the date
so specified in such notice and agrees that the Common Stock
represented by such certificate shall be deemed canceled and
returned to the treasury of the Corporation and that the Employee
will have no further incidents of ownership, including the right
to receive dividends or other distributions.  If the certificates
are duly delivered in accordance with the written notice, the
Corporation shall promptly send to the Employee its check in the
amount of the Issue Price for such shares.  The Corporation shall
affix to the certificates any required stock transfer stamps.  If
the certificates are not so delivered, the Corporation shall
deposit the required amount of payment in an escrow account in
the name of the Employee to be held therein until such
certificates are delivered to the Corporation and the Corporation
shall immediately advise its transfer agent of such action.  In
addition, if the certificates are not so delivered, the Employee
shall repay to the Corporation any dividends or other
distributions which may have become payable of record on or after
the date on which the Employee was required to deliver the
certificates to the Corporation and agrees to reimburse the
Corporation all of its expenses (including attorneys' fees)
incurred in connection with any steps the Corporation may take to
cancel the certificates or to obtain the repayment of such
dividends or other distributions, or both.

Section 5.  Legend on Stock Certificates

     Every certificate of Common Stock issued pursuant to this
Agreement shall, so long as the restrictions described in Section
3 remain in effect, bear a legend in substantially the following
form:

          This certificate and the shares represented hereby are
     held subject to the terms of the Contingent Stock Plan of
     Sealed Air Corporation which Plan provides that the shares
     issued pursuant thereto are subject to an option in favor of
     Sealed Air Corporation to reacquire such shares at a price
     which may be significantly lower than their fair market
     value and that neither such shares nor any interest therein
     may be sold, transferred or encumbered until the expiration
     of such option.  If such option is exercised, the holder of
     the shares represented by this certificate will have no
     further rights with respect to such shares and this
     certificate will be deemed void.  A copy of the Contingent
     Stock Plan is available for inspection at the executive
     offices of Sealed Air Corporation.

and shall have in effect a stop-transfer order with respect
thereto.  Upon expiration of the Repurchase Option, an Employee
may surrender to the Corporation the certificate or certificates
representing such shares in exchange for a new certificate or
certificates, free of the above legend.

Section 6.  Government and Other Regulations
and Restrictions

     The obligations of the Corporation to issue Common Stock
upon execution of this Agreement shall be subject to all
applicable laws, rules and regulations and to such approvals by
governmental agencies as may be required.  The Employee consents
to the imprinting of the following legend on any certificate or
certificates evidencing such shares and to the entry of a stop-
transfer order with respect thereto in the records of the
Corporation's transfer agent:  

          The shares represented by this certificate may be sold,
     transferred or otherwise disposed of only if registered
     under the Securities Act of 1933, as amended, or if in the
     opinion of counsel to Sealed Air Corporation, an exemption
     from registration is available.

Section 7.  Registration of Shares

     The Corporation shall be under no obligation to register any
shares of Common Stock under the Securities Act of 1933.

Section 8.  No Rights in Common Stock

     The Employee shall not have any interest in or be entitled
to any voting rights or dividends or other rights or privileges
of stockholders of the Corporation with respect to any shares of
Common Stock issued pursuant to this Agreement until the shares
of Common Stock are actually issued to the Employee and then only 
from the date the Employee becomes the record owner thereof.

Section 9.  Injunctive Relief

     In addition to any other rights or remedies available to the
Corporation as a result of the breach of the Employee's
obligations hereunder, the Corporation shall be entitled to
enforcement of such obligations by an injunction or a decree of
specific performance from a court with appropriate jurisdiction
and, in the event that the Corporation is successful in any suit
or proceeding brought or instituted by the Corporation to enforce
any of the provisions of this Agreement or on account of any
damages sustained by the Corporation by reason of the violation
by the Employee of any of the terms and conditions of this
Agreement to be performed by the Employee, the Employee agrees to
pay to the Corporation all costs and expenses including
attorneys' fees reasonably incurred by the Corporation.

Section 10.  Notices

     Any notice which either party hereto may be required or
permitted to give to the other shall be in writing and, except as
otherwise required herein, may be delivered personally or by mail
to the Corporation at Park 80 East, Saddle Brook, New Jersey
07663, attention of the Secretary of the Corporation, or to the
Employee at the address set forth below or at such other address
as either party may designate by notice to the other.

Section 11.  Subsidiaries

     The subsidiaries of the Corporation referred to in this
Agreement are those corporations, joint ventures or other
entities in which the Corporation owns, directly or indirectly,
in the aggregate at least 50 percent of the voting power of the
classes of stock of such entity entitled to vote and those
partnerships, joint ventures and other entities in which the
Corporation owns, directly or indirectly, a 50% or more interest
in the capital account or earnings.  

Section 12.  Adjustments

     In the event of changes in the Common Stock of the
Corporation after the date of this Agreement by reason of any
stock dividend, split-up, combination of shares,
reclassification, recapitalization, merger, consolidation,
reorganization, or liquidation:  (a) the Repurchase Option and
the restrictions described in Section 3 and the requirement of a
legend on stock certificates as described in Sections 5 and 6
shall apply to any securities issued in connection with any such
change in respect of Common Stock issued pursuant to this
Agreement, and (b) appropriate adjustments shall be made by the
Committee as to (i) the number of shares to be delivered and the
price per share to be paid by the Corporation upon the exercise,
in whole or in part, of the Repurchase Option, (ii) the number of
shares to be delivered and the Issue Price where such change
occurs after the date of this Agreement but before the date the
stock covered by this Agreement is delivered, and (iii) the
number and class of shares available under the Plan in the
aggregate.

Section 13.  Successors

     The provisions of this Agreement shall be binding upon and
inure to the benefit of all successors of the Employee,
including, without limitation, his estate and the executors,
administrators or trustees thereof, his heirs and legatees and
any receiver, trustee in bankruptcy or representative of his
creditors.

Section 14.  Corporation's Right to Terminate Employment

     Nothing contained in this Agreement shall confer upon the
Employee a right to continue in the employ of the Corporation or
any of its subsidiaries or interfere in any way with the right of
the Corporation or any of its subsidiaries to terminate the
employment of the Employee at any time, with or without cause.

Section 15.  Payment of Withholding Tax

     If, in the opinion of counsel for the Corporation, any
federal, state or local taxes or any other charges may now or
later be required by law to be withheld by the Corporation or one
of its subsidiaries from the wages or salary of the Employee by
reason of this Agreement or otherwise with respect to the Common
Stock governed hereby, the Employee agrees to pay to the
Corporation or such subsidiary, as the case may be, on five days
written demand from the Corporation or such subsidiary an amount
equal to such withholding tax or charge.

Section 16.  Action by Corporation

     Neither the existence of this Agreement nor the issuance of
Common Stock pursuant hereto shall impair the right of the
Corporation or its stockholders to make or effect any of the
adjustments, recapitalizations or other changes in the Common
Stock referred to in Section 12, any change in the Corporation's
business, any issuance of debt obligations or stock by the
Corporation or any grant of options with respect to stock of the
Corporation.

Section 17.  Interpretation

     The Employee agrees that all questions of interpretation and
administration of this Agreement shall be determined by the
Committee in its sole discretion and such determination shall be
final, binding and conclusive upon him.  If the Committee is not
acting, its functions shall be performed by the Board of
Directors of the Corporation, and each reference 
in this Agreement to the Committee shall, in that event, be
deemed to refer to the Board of Directors.

Section 18.  Applicable Law

     This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware.

Section 19.  Terms and Conditions of Contingent Stock Plan of
Sealed Air Corporation

     The authority of the Corporation to enter into this
Agreement and the issuance of shares of Common Stock pursuant
hereto is derived exclusively from the Plan and from a resolution
of the Committee granting the Employee the right to purchase
shares of Common Stock pursuant to the Plan (the "Resolution"). 
In the event that any terms or conditions of this Agreement are
in conflict with any terms or conditions of the Plan or of the
Resolution, the terms and conditions of the Plan or Resolution
shall control.

     IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be duly executed under its corporate seal and the
Employee has hereunto set his hand and seal, all as of the day
and year first above written.

                         SEALED AIR CORPORATION

                         By_______________________                            
                            
[Corporate Seal]            Chief Financial Officer

Attest:


_______________________                                                     
Secretary
                            ______________________   [L.S.]
                                    Employee

                          Address of Employee:

                           ______________________                             

                           ______________________                             

EX-4.6

                                               EXHIBIT 4.6

                                                  O/98(Special)/V3

                    CONTINGENT STOCK PURCHASE AGREEMENT

     AGREEMENT dated as of                       between SEALED AIR
CORPORATION, a Delaware corporation (the "Corporation"), and (the "Employee").

     The Employee is now an officer of the Corporation and has been selected
by the Organization and Compensation Committee (the "Committee") of the Board
of Directors of the Corporation as one who is in a position to make a
significant contribution to the growth and success of the Corporation. 
Pursuant to the Contingent Stock Plan of Sealed Air Corporation (the "Plan"),
the Corporation desires to provide an incentive to the Employee which will
permit him to share directly in the growth of the Corporation and to further
identify his interests with those of the stockholders of the Corporation.

     NOW, THEREFORE, the Corporation and the Employee mutually agree as
follows:

Section 1.  Purchase and Sale of Stock

     Subject to the terms and conditions hereinafter set forth, the
Corporation hereby sells to the Employee and the Employee purchases from the
Corporation *          * shares of the $0.10 par value Common Stock of the
Corporation ("Common Stock") for a purchase price of $1.00 per share (subject
to adjustment pursuant to Section 7 of the Plan) (the "Issue Price"), receipt
of which the Corporation hereby acknowledges.  The Corporation will deliver to
the Employee a certificate representing such shares of Common Stock within a
reasonable time after execution of this Agreement.

Section 2.  Representation

     The Corporation represents that all shares of Common Stock issued
pursuant to this Agreement will be duly authorized, validly issued, fully-paid
and nonassessable.

Section 3.  Repurchase Option and Period of Restriction

     During the period beginning on the date of this Agreement and ending on
the third anniversary of such date (the "Option Period"), the Common Stock
issued pursuant to this Agreement shall be subject to an option (the
"Repurchase Option") in favor of the Corporation to reacquire such Common
Stock at a price per share equal to the Issue Price.  The Corporation shall
have the right to extend the period during which the Repurchase Option may
become exercisable (the "Extended Option Period") for such number of the
shares  (the "Extended Option Shares") covered by this Agreement as shall be
determined as described below.  Such right, which may be exercised more than
once, shall be exercised by notice (the "Extension Notice") to the Employee no
later than the end of the Option Period for the first Extended Option Period,
or the then-current Extended Option Period for any subsequent Extended Option
Period, of the number of shares that the Corporation designates as Extended
Option Shares that shall remain subject to the Repurchase Option through the
next Extended Option Period.  The number of shares so designated as Extended
Option Shares shall be determined by the Corporation in its sole discretion
based upon its estimate of the number of shares then remaining subject to the
Repurchase Option for which the related compensation expense may exceed the
Corporation's deduction limit under Section 162(m) of the Internal Revenue
Code (based upon the assumption that the Employee is a "covered employee" as
that term is defined in such Section) for the taxable year in which the Option
Period or the then-current Extended Option Period, as the case may be, ends
after estimating all other compensation expected to be paid to the Employee
for such year. The term "Extended Option Period" shall mean, with respect to
the first Extended Option Period, the period ending on March 1 of the taxable
year next following the taxable year in which the Option Period ends or such
later date as the Corporation may designate in the first Extension Notice and,
with respect to each subsequent Extended Option Period, shall mean the period
ending on March 1 of the next succeeding taxable year or such later date as
the Corporation may designate in the applicable Extension Notice.  None of the
shares of Common Stock issued pursuant to this Agreement nor any interest
therein shall be sold, transferred or encumbered until the Repurchase Option
as to such shares may no longer become exercisable.  The Repurchase Option
shall become exercisable during the Option Period or any Extended Option
Period, as the case may be, upon the termination of employment of the Employee
with the Corporation or any of its subsidiaries other than as a result of the
Employee's death or permanent and total disability.  

Section 4.  Exercise of the Repurchase Option

     The Repurchase Option shall be exercised in whole or in part by the
Corporation, if at all, by its sending written notice of such exercise to the
Employee at the address specified in or pursuant to Section 10 within 90 days
after the Employee's termination of employment.  Such notice, which shall be
sent by registered mail, postage prepaid, shall also set forth the address to
which and the date on which the certificates representing the Common Stock in
respect of which the Repurchase Option is being exercised, duly endorsed for
transfer, should be sent.  The date specified shall not be less than ten days
nor more than thirty days from the date of such notice.  The Employee or his
successor in interest with respect to such shares shall have no further rights
as a stockholder from and after the date so specified in such notice and
agrees that the Common Stock represented by such certificate shall be deemed
canceled and returned to the treasury of the Corporation and that the Employee
will have no further incidents of ownership, including the right to receive
dividends or other distributions.  If the certificates are duly delivered in
accordance with the written notice, the Corporation shall promptly send to the
Employee its check in the amount of the Issue Price for such shares.  The
Corporation shall affix to the certificates any required stock transfer
stamps.  If the certificates are not so delivered, the Corporation shall
deposit the required amount of payment in an escrow account in the name of the
Employee to be held therein until such certificates are delivered to the
Corporation and the Corporation shall immediately advise its transfer agent of
such action.  In addition, if the certificates are not so delivered, the
Employee shall repay to the Corporation any dividends or other distributions
which may have become payable of record on or after the date on which the
Employee was required to deliver the certificates to the Corporation and
agrees to reimburse the Corporation all of its expenses (including attorneys'
fees) incurred in connection with any steps the Corporation may take to cancel
the certificates or to obtain the repayment of such dividends or other
distributions, or both.

Section 5.  Legend on Stock Certificates

     Every certificate of Common Stock issued pursuant to this Agreement
shall, so long as the restrictions described in Section 3 remain in effect as
to any of the shares covered by such certificate, bear a legend in
substantially the following form:

               This certificate and the shares represented hereby are held
          subject to the terms of the Contingent Stock Plan of Sealed Air
          Corporation which Plan provides that the shares issued pursuant
          thereto are subject to an option in favor of Sealed Air
          Corporation to reacquire such shares at a price which may be
          significantly lower than their fair market value and that neither
          such shares nor any interest therein may be sold, transferred or
          encumbered until the expiration of such option.  If such option is
          exercised, the holder of the shares represented by this
          certificate will have no further rights with respect to such
          shares and this certificate will be deemed void.  A copy of the
          Contingent Stock Plan is available for inspection at the executive
          offices of Sealed Air Corporation.

and shall have in effect a stop-transfer order with respect thereto. Upon
expiration of the Repurchase Option as to any of the shares covered by a
certificate of Common Stock issued pursuant to this Agreement, the Employee
may surrender to the Corporation the certificate representing such shares in
exchange for a new certificate or certificates free of such legend for the
shares for which the Repurchase Option has expired, provided that the
Corporation shall issue a certificate or certificates bearing such legend for
any of the shares covered by the surrendered certificate for which the
Repurchase Option has not yet expired.

Section 6.  Government and Other Regulations and Restrictions

     The obligations of the Corporation to issue Common Stock upon execution
of this Agreement shall be subject to all applicable laws, rules and
regulations and to such approvals by governmental agencies as may be required. 
The Employee consents to the imprinting of the following legend on any
certificate or certificates evidencing such shares and to the entry of a
stop-transfer order with respect thereto in the records of the Corporation's
transfer agent:  

          The shares represented by this certificate may be sold,
     transferred or otherwise disposed of only if registered under the
     Securities Act of 1933, as amended, or if in the opinion of counsel to
     Sealed Air Corporation, an exemption from registration is available.

Section 7.  Registration of Shares

     The Corporation shall be under no obligation to register any shares of
Common Stock under the Securities Act of 1933.

Section 8.  No Rights in Common Stock

     The Employee shall not have any interest in or be entitled to any voting
rights or dividends or other rights or privileges of stockholders of the
Corporation with respect to any shares of Common Stock issued pursuant to this
Agreement until the shares of Common Stock are actually issued to the Employee
and then only from the date the Employee becomes the record owner thereof.

Section 9.  Injunctive Relief

     In addition to any other rights or remedies available to the Corporation
as a result of the breach of the Employee's obligations hereunder, the
Corporation shall be entitled to enforcement of such obligations by an
injunction or a decree of specific performance from a court with appropriate
jurisdiction and, in the event that the Corporation is successful in any suit
or proceeding brought or instituted by the Corporation to enforce any of the
provisions of this Agreement or on account of any damages sustained by the
Corporation by reason of the violation by the Employee of any of the terms and
conditions of this Agreement to be performed by the Employee, the Employee
agrees to pay to the Corporation all costs and expenses including attorneys'
fees reasonably incurred by the Corporation.

Section 10.  Notices

     Any notice which either party hereto may be required or permitted to
give to the other shall be in writing and, except as otherwise required
herein, may be delivered personally or by mail to the Corporation at Park 80
East, Saddle Brook, New Jersey 07663, attention of the Secretary of the
Corporation, or to the Employee at the address set forth below or at such
other address as either party may designate by notice to the other.

Section 11.  Subsidiaries

     The subsidiaries of the Corporation referred to in this Agreement are
those corporations, joint ventures or other entities in which the Corporation
owns, directly or indirectly, in the aggregate at least 50 percent of the
voting power of the classes of stock of such entity entitled to vote and those
partnerships, joint ventures and other entities in which the Corporation owns,
directly or indirectly, a 50% or more interest in the capital account or
earnings.  

Section 12.  Adjustments

     In the event of changes in the Common Stock of the Corporation after the
date of this Agreement by reason of any stock dividend, split-up, combination
of shares, reclassification, recapitalization, merger, consolidation,
reorganization, or liquidation:  (a) the Repurchase Option and the
restrictions described in Section 3 and the requirement of a legend on stock
certificates as described in Sections 5 and 6 shall apply to any securities
issued in connection with any such change in respect of Common Stock issued
pursuant to this Agreement, and (b) appropriate adjustments shall be made by
the Committee as to (i) the number of shares to be delivered and the price per
share to be paid by the Corporation upon the exercise, in whole or in part, of
the Repurchase Option, (ii) the number of shares to be delivered and the Issue
Price where such change occurs after the date of this Agreement but before the
date the stock covered by this Agreement is delivered, and (iii) the number
and class of shares available under the Plan in the aggregate.

Section 13.  Successors

     The provisions of this Agreement shall be binding upon and inure to the
benefit of all successors of the Employee, including, without limitation, his
estate and the executors, administrators or trustees thereof, his heirs and
legatees and any receiver, trustee in bankruptcy or representative of his
creditors.

Section 14.  Corporation's Right to Terminate Employment

     Nothing contained in this Agreement shall confer upon the Employee a
right to continue in the employ of the Corporation or any of its subsidiaries
or interfere in any way with the right of the Corporation or any of its
subsidiaries to terminate the employment of the Employee at any time, with or
without cause.

Section 15.  Payment of Withholding Tax

     If, in the opinion of counsel for the Corporation, any federal, state or
local taxes or any other charges may now or later be required by law to be
withheld by the Corporation or one of its subsidiaries from the wages or
salary of the Employee by reason of this Agreement or otherwise with respect
to the Common Stock governed hereby, the Employee agrees to pay to the
Corporation or such subsidiary, as the case may be, on five days written
demand from the Corporation or such subsidiary an amount equal to such
withholding tax or charge.

Section 16.  Action by Corporation

     Neither the existence of this Agreement nor the issuance of Common Stock
pursuant hereto shall impair the right of the Corporation or its stockholders
to make or effect any of the adjustments, recapitalizations or other changes
in the Common Stock referred to in Section 12, any change in the Corporation's
business, any issuance of debt obligations or stock by the Corporation or any
grant of options with respect to stock of the Corporation.

Section 17.  Interpretation

     The Employee agrees that all questions of interpretation and
administration of this Agreement shall be determined by the Committee in its
sole discretion and such determination shall be final, binding and conclusive
upon him.  If the Committee is not acting, its functions shall be performed by
the Board of Directors of the Corporation, and each reference 
in this Agreement to the Committee shall, in that event, be deemed to refer to
the Board of Directors.

Section 18.  Applicable Law

     This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware.

Section 19.  Terms and Conditions of Contingent Stock Plan of
Sealed Air Corporation

     The authority of the Corporation to enter into this Agreement and the
issuance of shares of Common Stock pursuant hereto is derived exclusively from
the Plan and from a resolution of the Committee granting the Employee the
right to purchase shares of Common Stock pursuant to the Plan (the
"Resolution").  In the event that any terms or conditions of this Agreement
are in conflict with any terms or conditions of the Plan or of the Resolution,
the terms and conditions of the Plan or Resolution shall control.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed under its corporate seal and the Employee has hereunto set his hand
and seal, all as of the day and year first above written.

                         SEALED AIR CORPORATION


                         By
                         ---------------------------------------
[Corporate Seal]

Attest:


- ---------------------
  Secretary
                           ____________________________________[L.S.]
                               Employee
                           Address of Employee:

                          __________________________________


                          __________________________________


G:\WPDOCS\STOCK\AGREEMTS\OFFSPC69.ASC

EX-5

                                         EXHIBIT 5

SEALED AIR CORPORATION
PARK 80 EAST/SADDLE BROOK, NEW JERSEY 07663-5291
(201) 791-7600/ FAX (201) 703-4205

                                              

                              July 15, 1998


Sealed Air Corporation
Park 80 East
Saddle Brook, New Jersey 07663

Dear Sirs:

     I am the General Counsel and Secretary of Sealed Air Corporation, a
Delaware corporation (the "Corporation"), and as such have represented the
Corporation in connection with a Registration Statement on Form S-8 (the
"Registration Statement") of the Corporation providing for the registration
under the Securities Act of 1933, as amended, of an additional 2,049,550
shares (the "Shares") of the Corporation's Common Stock, par value $0.10 per
share (the "Common Stock"), that may be issued pursuant to an amendment of the
Contingent Stock Plan of Sealed Air Corporation that was approved by the Board
of Directors of the Corporation on April 23, 1998 and by the stockholders of
the Corporation on June 26, 1998.

     As counsel for the Corporation, in addition to participating in the
preparation of the Registration Statement, I have reviewed the resolutions
adopted by the Board of Directors that authorized the amendment of the Plan
and the issuance of the Shares and of the stockholders that approved such
amendment.  I have also reviewed such corporate records, documents,
instruments and certificates and have made such other inquiries as I have
considered necessary in order to furnish a basis for rendering this opinion.

     Based on the foregoing, I am of opinion that the Shares, when issued in
accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable shares of Common Stock of the Corporation.

     I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement and to the
reference to me in Item 5 of the Registration Statement.

                              Very truly yours,


                              s/H. Katherine White
                              General Counsel and Secretary

HKW:sa
G:\WPDOCS\SEC\S8_CSPAM.NEW\EXHIBIT5.ASC

EX-23.1

                                                     Exhibit 23.1

                       Independent Auditors' Consent

The Board of Directors
Sealed Air Corporation:

We consent to incorporation by reference in this registration
statement on Form S-8 of Sealed Air Corporation (formerly W. R.
Grace & Co., and subsequent to the merger with Sealed Air
Corporation and subsidiaries (Old Sealed Air) on March 31, 1998,
the Company changed its name to Sealed Air Corporation) of our
report dated January 20, 1998, except for note 2 which is as of
March 23, 1998, relating to the consolidated balance sheets of
Old Sealed Air as of December 31, 1997 and 1996, and the related
consolidated statements of earnings, shareholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 1997, and related consolidated financial statement
schedule, which report appears in the Form 8-K of Sealed Air
Corporation dated March 31, 1998.


                                   s/KPMG Peat Marwick LLP


Short Hills, New Jersey
July 15, 1998

EX-23.2

                                                                  
                                          Exhibit 23.2


            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
3, 1998, except for "Packaging Business Transaction," as
discussed in Notes 1 and 3, as to which the date is March 23,
1998, appearing on page F-3 of the Annual Report on Form 10-K for
the year ended December 31, 1007 of W. R. Grace & Co.
(subsequently renamed Sealed Air Corporation).  We also consent
to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page F-2 of the Annual
Report on Form 10-K.



s/PRICEWATERHOUSECOOPERS LLP
Ft. Lauderdale, Florida
July 13, 1998