POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of H. Katherine White, Sean E. Dempsey and Barbara A. Pieczonka, signing
singly, the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Sealed Air Corporation, a Delaware
corporation (the "Company"), Forms 3, 4 and 5, or any amendment thereof, in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3,
4 or 5, or any amendment thereof, and timely file the same with the United
States Securities and Exchange Commission, the New York Stock Exchange and
any other stock exchange or similar authority with which the same are required
to be filed; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, or any amendment
thereof, with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this  23   day of August, 2002.



                                              /s/ Lawrence R. Codey
                                                LAWRENCE R. CODEY