SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549
                               _____________

                                 FORM 10-Q


                Quarterly Report Under Section 13 or 15(d)
                  of The Securities Exchange Act of 1934



For Quarter Ended   March 31, 1996 Commission file number 0-14825

                             SEALRIGHT CO., INC.
            (Exact name of registrant as specified in its charter)


          Delaware                              16-0876812
  (State or other jurisdiction of             (IRS Employer
   incorporation or organization)           Identification No.)

 7101 College Boulevard, Overland Park, Kansas      66210-1891
   (Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code  913-344-9000


_________________________________________________________________
Former name, former address and former fiscal year, if changed
since last report.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

(1) Yes     X     No             (2)  Yes    X     No        


As of March 31, 1996, Sealright Co., Inc. had 11,071,991 shares of
Common Stock outstanding.  The market value of stock held by non-
affiliates is approximately $75,776,630.



                    SEALRIGHT CO., INC. AND SUBSIDIARIES

                                  FORM 10-Q

                                 MAY 10, 1996




                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                            INTRODUCTORY COMMENTS

The Consolidated Financial Statements included herein have been
prepared by Management, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
such rules and regulations, although Management believes that the
disclosures are adequate to enable a reasonable understanding of
the information presented.  It is suggested that these Consolidated
Financial Statements be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual
Report on Form 10K, for the year ended December 31, 1995.




<PAGE>

                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                        CONSOLIDATED INCOME STATEMENT
                FOR THE QUARTERS ENDED MARCH 31, 1996 and 1995
                     (In Thousands Except Per Share Data)
                                 (Unaudited)




                                        1996               1995   
 
Net Sales                              $66,445           $ 70,614
Cost of Sales                           57,525             57,494 
    Gross Profit                         8,920             13,120  

Selling, General & Admin. Expense        8,795              8,013  

Other Expense                              234                388  

Restructuring Expense                    1,629                -- 

Operating Income (Loss)                 (1,738)             4,719

Interest Expense                         1,350              1,147  

Income (Loss) Before Income Taxes       (3,088)             3,572  

Provision for Income Taxes (Benefit)    (1,197)             1,485 

NET INCOME (LOSS)                      $(1,891)          $  2,087 

NET INCOME (LOSS) PER SHARE            $ (0.17)          $   0.19 

AVERAGE NUMBER OF COMMON AND COMMON
   EQUIVALENT SHARES OUTSTANDING        11,072             11,096       
 



<PAGE>
                        SEALRIGHT CO., INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEET
                        MARCH 31, 1996 and DECEMBER 31, 1995
                                   (In Thousands)
                                     (Unaudited)

                                          March 31, 1996    December 31, 1995
                                       ASSETS
Current Assets
  Cash                                     $    570         $   6,017
  Accounts Receivable                        30,722            22,591
  Inventories (Note 3)                       42,437            39,848
  Income Taxes Receivable                     4,488              -- 
  Deferred Tax Asset                          1,780               190
  Other Current Assets                        5,250             2,449
       Total Current Assets                  85,247            71,095

Property, Plant & Equipment                 241,629           240,065
  Less:  Accumulated Depreciation           100,342            97,762
    Total Property, Plant and Equipment     141,287           142,303
Intangibles                                  14,232            14,699

TOTAL ASSETS                               $240,766          $228,097

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current Maturities of Long-Term Debt     $  6,200          $  6,200
  Accounts Payable                           21,725            12,874
  Accrued Vacation                            3,311             3,253
  Accrued Workers' Compensation Reserve       2,281             2,675
  Restructuring Liability                     2,701             3,259
  Accrued Liabilities                         3,728             1,989
     Total Current Liabilities               39,946            30,250

Long-Term Debt                               81,350            77,400
Deferred Income Taxes                        16,867            14,168
Post-Retirement Benefits                      2,287             2,241
Pension Liability                               917               917
Restructuring Liability                         600             1,105

Stockholders' Equity
  Common Stock, Par Value $.10
    Authorized 20,000,000 shares;
    issued and outstanding 11,071,991
    as of March 31, 1996 and December 31, 
     1995, respectively                       1,107             1,107
  Paid-In Capital                            14,911            14,911
  Retained Earnings                          82,781            85,998
     Total Stockholders' Equity              98,799           102,016

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $240,766          $228,097



                        SEALRIGHT CO., INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE QUARTERS ENDED MARCH 31, 1996 and MARCH 31, 1995
                                   (In Thousands)
                                     (Unaudited)

                                                    
                                                     1996         1995

Cash Flows from Operating Activities:
Net Income (Loss)                                   $(1,891)     $ 2,087
Adjustments to Reconcile Net Income (Loss) 
    to Net Cash Provided by Operating Activities:
       Depreciation & Amortization                    4,891        4,724
       Deferred Tax Provision                        (1,216)       1,411
       LIFO Reserve Provision                           332          114
       Changes in Assets and Liabilities:
         Accounts Receivable, Net                    (8,132)      (5,388)
         Inventories                                 (2,921)      (7,145)
         Accounts Payable                             8,850        2,571
         Other                                       (3,061)      (1,828) 
            Total Adjustments                       $(1,257)     $(5,541)

Net Cash Used In Operating Activities               $(3,148)     $(3,454)
Cash Flows from Investing Activities:
    Capital Expenditures                            $(4,920)     $(4,626)
    Proceeds from Disposal of Equipment                 --             1 
Net Cash Used in Investing Activities:              $(4,920)     $(4,625) 
Cash Flows from Financing Activities:
    Net Borrowings Under Revolving 
      Credit Agreement                              $ 5,500      $10,000  
    Proceeds from Common Stock Issued                   --           140
    Principal Payments of Long-Term Debt             (1,550)      (1,664)     
    Dividends Paid                                   (1,329)      (1,328)
Net Cash Provided by Financing Activities           $ 2,621      $ 7,148

Net Decrease in Cash                                $(5,447)     $  (931)     
  
Cash, Beginning of Year                               6,017        1,057

Cash, End of First Quarter                          $   570      $   126


<PAGE>

                   SEALRIGHT CO., INC. AND SUBSIDIARIES

                                    10Q

                              MARCH 31, 1996

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - FINANCIAL STATEMENT PRESENTATION
       The information included in these condensed consolidated
financial statements reflects all adjustments (consisting only of
normal recurring accruals) which, in the opinion of management, are
necessary for a fair statement of the results for the interim
periods presented.

NOTE 2 - ACCOUNTING PRINCIPLES AND POLICIES
       The accompanying financial statements have been prepared
consistent with the accounting principles and policies described
more fully in Note 1 of the Company's Annual Report for the year
ended December 31, 1995.

NOTE 3 - INVENTORIES
       Inventories at March 31, 1996 and December 31, 1995, were:

                                                   1996     1995
                                                   (In Thousands)
Inventories Carried on LIFO Basis
    Raw Materials                                 $15,742  $13,395
    Work-In-Process                                 6,397    9,163
    Finished Goods                                 16,503   12,714
                                                  $38,642  $35,272
    LIFO Reserve                                   (1,798)  (1,466)
Inventories Carried on LIFO Basis                 $36,844  $33,806
Inventories Carried on Average or FIFO Basis        5,593    6,042
                                                  $42,437  $39,848

Because the inventory determination under the LIFO method can only
be made at the end of each fiscal year based on the inventory
levels and costs at that time, interim LIFO determinations,
including those at March 31, 1996, must necessarily be based on
management's estimate of expected year-end inventory levels and
costs.  Since estimates of future inventory levels and prices are
subject to many factors beyond the control of management, interim
financial results are subject to final year-end LIFO inventory
amounts.  Accordingly, inventory components reported for the period
ending March 31, 1996, are estimates based on management's
knowledge of the Company's production cycle, the costs associated
with this cycle and the sales and purchasing volume of the Company.

NOTE 4 - STATEMENT OF CASH FLOWS
       Supplemental cash flow information is (in thousands):

                                                    1996     1995
       Interest Paid (Net of Amount Capitalized)  $ 1,359  $   940
       Income Taxes Paid                               25       71



<PAGE>

ITEM 2.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                          AND FINANCIAL CONDITION

Results of Operations
       Net sales for the first quarter of 1996 were $66.4 million, a
decrease of 5.9% from the previous year's first quarter. 
Significant growth in key strategic businesses such as sleeve
labeling and paperboard food packaging was offset by expected
decreases in three other areas:  flexible packaging, primarily for
condiments, because of heavy orders during the prior year's quarter
as customers built inventory ahead of price increases; nonstrategic
businesses such as diaper bags because of the Company's planned
exit from those areas; and some lines of frozen dairy dessert
packaging, because of the Company's mid-1995 loss of business from
two large customers.

      Gross profit margins of 13.4% were down from the same quarter
of 1995 by 5.2 percentage points due primarily to the
inefficiencies resulting from the shut-down of paperboard packaging
operations in the DeSoto, Kansas plant and the related transfer of
equipment and business to the Fulton, New York and Los Angeles,
California plants.  Additionally, low volumes and manufacturing
inefficiencies negatively affected the operations in the Los
Angeles rigid plastic packaging plant and the San Leandro,
California flexible packaging plant.

      First quarter SG&A expenses of $8.8 million were $800 thousand
or 9.8% above the prior year due to reorganization expenses ($278
thousand) and Information Systems implementation costs ($141
thousand), as well as increased expenses related to expansion of
international business ($20 thousand), increased bad debt reserves
($119 thousand) and workers' compensation expense ($242 thousand).

      Interest expense for the quarter of $1.3 million was $200
thousand above the prior year due to reduced levels of interest
capitalization.

      The Restructuring Expense in the first quarter of $1.6 million
consisted primarily of costs associated with the relocation of
equipment and transfer of business from the DeSoto, Kansas plant to
the Fulton, New York plant.  The DeSoto facility closure 
represented the first phase of the Company's facilities
consolidation plan with a significant amount of the costs
associated with this phase occurring in the first quarter.


Liquidity and Capital Resources
       During the first quarter the net loss of $1.9 million as well
as the seasonal increases in inventories and accounts receivable
were the primary factors in the $3.1 million use of cash by
operating activities.  Capital expenditures of $4.9 million were
directed primarily at plant consolidation activities, cost saving
initiatives and the Company's new Information System.

At March 31, 1996, the Company had borrowed $5.5 million against
its $30 million bank line of credit, at an average interest rate of
5.8%.  It is anticipated that additional borrowings on the line of
credit will be required to meet short term working capital needs. 
During the first quarter, the Company made a scheduled principal
repayment of $1.55 million on outstanding senior notes.  In the
opinion of management, the $30 million line of credit is adequate
to meet working capital and investment needs for the balance of the
year.


<PAGE>


                        PART II - OTHER INFORMATION



Item 1.)   Legal Proceeding
       
                  None



Item 2.)   Changes in Securities

                  None



Item 3.)   Defaults Upon Senior Securities

                  None



Item 4.)   Submission of Matters to a Vote of Securities Holders

                  None



Item 5.)   Other Materially Important Events

                  None


Item 6.)   Exhibits and Reports on Form 8-K

                  Form 8-K was filed April 4, 1996, related to the  
change of certifying accountants from Arthur Andersen LLP to KPMG
Peat Marwick LLP.

                  

<PAGE>


                       SALES OF UNREGISTERED SECURITIES




                                     None





<PAGE>



                                  SIGNATURES



       Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.






                                             SEALRIGHT CO., INC.




Date:     May 13, 1996                       /s/ Charles F. Marcy  
                                             By: Charles F. Marcy
                                                 President & C.E.O.




Date:     May 13, 1996                      /s/ John T. Carper     
                                             By: John T. Carper
                                                 Senior Vice President 
                                                 Finance & C.F.O.
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SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549
                               _____________

                                 FORM 10-Q

                Quarterly Report Under Section 13 or 15(d)
                  of The Securities Exchange Act of 1934

For Quarter Ended   March 31, 1996 Commission file number 0-14825

                             SEALRIGHT CO., INC.
            (Exact name of registrant as specified in its charter)

          Delaware                              16-0876812
  (State or other jurisdiction of             (IRS Employer
   incorporation or organization)           Identification No.)

 7101 College Boulevard, Overland Park, Kansas      66210-1891
   (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code  913-344-9000

_________________________________________________________________
Former name, former address and former fiscal year, if changed
since last report.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

(1) Yes     X     No             (2)  Yes    X     No        

As of March 31, 1996, Sealright Co., Inc. had 11,071,991 shares of
Common Stock outstanding.  The market value of stock held by non-
affiliates is approximately $75,776,630.

                    SEALRIGHT CO., INC. AND SUBSIDIARIES

                                  FORM 10-Q

                                 MAY 10, 1996

                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                            INTRODUCTORY COMMENTS

The Consolidated Financial Statements included herein have been
prepared by Management, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
such rules and regulations, although Management believes that the
disclosures are adequate to enable a reasonable understanding of
the information presented.  It is suggested that these Consolidated
Financial Statements be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual
Report on Form 10K, for the year ended December 31, 1995.
SEALRIGHT CO., INC. AND SUBSIDIARIES
                        CONSOLIDATED INCOME STATEMENT
                FOR THE QUARTERS ENDED MARCH 31, 1996 and 1995
                     (In Thousands Except Per Share Data)
                                 (Unaudited)

                                        1996               1995   
 
Net Sales                              $66,445           $ 70,614
Cost of Sales                           57,525             57,494 
    Gross Profit                         8,920             13,120  

Selling, General & Admin. Expense        8,795              8,013  

Other Expense                              234                388  

Restructuring Expense                    1,629                -- 

Operating Income (Loss)                 (1,738)             4,719

Interest Expense                         1,350              1,147  

Income (Loss) Before Income Taxes       (3,088)             3,572  

Provision for Income Taxes (Benefit)    (1,197)             1,485 

NET INCOME (LOSS)                      $(1,891)          $  2,087 

NET INCOME (LOSS) PER SHARE            $ (0.17)          $   0.19 

AVERAGE NUMBER OF COMMON AND COMMON
   EQUIVALENT SHARES OUTSTANDING        11,072             11,096
SEALRIGHT CO., INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEET
                        MARCH 31, 1996 and DECEMBER 31, 1995
                                   (In Thousands)
                                     (Unaudited)

                                          March 31, 1996    December 31, 1995
                                       ASSETS
Current Assets
  Cash                                     $    570         $   6,017
  Accounts Receivable                        30,722            22,591
  Inventories (Note 3)                       42,437            39,848
  Income Taxes Receivable                     4,488              -- 
  Deferred Tax Asset                          1,780               190
  Other Current Assets                        5,250             2,449
       Total Current Assets                  85,247            71,095

Property, Plant & Equipment                 241,629           240,065
  Less:  Accumulated Depreciation           100,342            97,762
    Total Property, Plant and Equipment     141,287           142,303
Intangibles                                  14,232            14,699

TOTAL ASSETS                               $240,766          $228,097

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current Maturities of Long-Term Debt     $  6,200          $  6,200
  Accounts Payable                           21,725            12,874
  Accrued Vacation                            3,311             3,253
  Accrued Workers' Compensation Reserve       2,281             2,675
  Restructuring Liability                     2,701             3,259
  Accrued Liabilities                         3,728             1,989
     Total Current Liabilities               39,946            30,250

Long-Term Debt                               81,350            77,400
Deferred Income Taxes                        16,867            14,168
Post-Retirement Benefits                      2,287             2,241
Pension Liability                               917               917
Restructuring Liability                         600             1,105

Stockholders' Equity
  Common Stock, Par Value $.10
    Authorized 20,000,000 shares;
    issued and outstanding 11,071,991
    as of March 31, 1996 and December 31, 
     1995, respectively                       1,107             1,107
  Paid-In Capital                            14,911            14,911
  Retained Earnings                          82,781            85,998
     Total Stockholders' Equity              98,799           102,016

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $240,766          $228,097

                        SEALRIGHT CO., INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE QUARTERS ENDED MARCH 31, 1996 and MARCH 31, 1995
                                   (In Thousands)
                                     (Unaudited)

                                                    
                                                     1996         1995

Cash Flows from Operating Activities:
Net Income (Loss)                                   $(1,891)     $ 2,087
Adjustments to Reconcile Net Income (Loss) 
    to Net Cash Provided by Operating Activities:
       Depreciation & Amortization                    4,891        4,724
       Deferred Tax Provision                        (1,216)       1,411
       LIFO Reserve Provision                           332          114
       Changes in Assets and Liabilities:
         Accounts Receivable, Net                    (8,132)      (5,388)
         Inventories                                 (2,921)      (7,145)
         Accounts Payable                             8,850        2,571
         Other                                       (3,061)      (1,828) 
            Total Adjustments                       $(1,257)     $(5,541)

Net Cash Used In Operating Activities               $(3,148)     $(3,454)
Cash Flows from Investing Activities:
    Capital Expenditures                            $(4,920)     $(4,626)
    Proceeds from Disposal of Equipment                 --             1 
Net Cash Used in Investing Activities:              $(4,920)     $(4,625) 
Cash Flows from Financing Activities:
    Net Borrowings Under Revolving 
      Credit Agreement                              $ 5,500      $10,000  
    Proceeds from Common Stock Issued                   --           140
    Principal Payments of Long-Term Debt             (1,550)      (1,664)     
    Dividends Paid                                   (1,329)      (1,328)
Net Cash Provided by Financing Activities           $ 2,621      $ 7,148

Net Decrease in Cash                                $(5,447)     $  (931)     
  
Cash, Beginning of Year                               6,017        1,057

Cash, End of First Quarter                          $   570      $   126
SEALRIGHT CO., INC. AND SUBSIDIARIES

                                    10Q

                              MARCH 31, 1996

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - FINANCIAL STATEMENT PRESENTATION
       The information included in these condensed consolidated
financial statements reflects all adjustments (consisting only of
normal recurring accruals) which, in the opinion of management, are
necessary for a fair statement of the results for the interim
periods presented.

NOTE 2 - ACCOUNTING PRINCIPLES AND POLICIES
       The accompanying financial statements have been prepared
consistent with the accounting principles and policies described
more fully in Note 1 of the Company's Annual Report for the year
ended December 31, 1995.

NOTE 3 - INVENTORIES
       Inventories at March 31, 1996 and December 31, 1995, were:

                                                   1996     1995
                                                   (In Thousands)
Inventories Carried on LIFO Basis
    Raw Materials                                 $15,742  $13,395
    Work-In-Process                                 6,397    9,163
    Finished Goods                                 16,503   12,714
                                                  $38,642  $35,272
    LIFO Reserve                                   (1,798)  (1,466)
Inventories Carried on LIFO Basis                 $36,844  $33,806
Inventories Carried on Average or FIFO Basis        5,593    6,042
                                                  $42,437  $39,848

Because the inventory determination under the LIFO method can only
be made at the end of each fiscal year based on the inventory
levels and costs at that time, interim LIFO determinations,
including those at March 31, 1996, must necessarily be based on
management's estimate of expected year-end inventory levels and
costs.  Since estimates of future inventory levels and prices are
subject to many factors beyond the control of management, interim
financial results are subject to final year-end LIFO inventory
amounts.  Accordingly, inventory components reported for the period
ending March 31, 1996, are estimates based on management's
knowledge of the Company's production cycle, the costs associated
with this cycle and the sales and purchasing volume of the Company.

NOTE 4 - STATEMENT OF CASH FLOWS
       Supplemental cash flow information is (in thousands):

                                                    1996     1995
       Interest Paid (Net of Amount Capitalized)  $ 1,359  $   940
       Income Taxes Paid                               25       71
ITEM 2.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                          AND FINANCIAL CONDITION

Results of Operations
       Net sales for the first quarter of 1996 were $66.4 million, a
decrease of 5.9% from the previous year's first quarter. 
Significant growth in key strategic businesses such as sleeve
labeling and paperboard food packaging was offset by expected
decreases in three other areas:  flexible packaging, primarily for
condiments, because of heavy orders during the prior year's quarter
as customers built inventory ahead of price increases; nonstrategic
businesses such as diaper bags because of the Company's planned
exit from those areas; and some lines of frozen dairy dessert
packaging, because of the Company's mid-1995 loss of business from
two large customers.

      Gross profit margins of 13.4% were down from the same quarter
of 1995 by 5.2 percentage points due primarily to the
inefficiencies resulting from the shut-down of paperboard packaging
operations in the DeSoto, Kansas plant and the related transfer of
equipment and business to the Fulton, New York and Los Angeles,
California plants.  Additionally, low volumes and manufacturing
inefficiencies negatively affected the operations in the Los
Angeles rigid plastic packaging plant and the San Leandro,
California flexible packaging plant.

      First quarter SG&A expenses of $8.8 million were $800 thousand
or 9.8% above the prior year due to reorganization expenses ($278
thousand) and Information Systems implementation costs ($141
thousand), as well as increased expenses related to expansion of
international business ($20 thousand), increased bad debt reserves
($119 thousand) and workers' compensation expense ($242 thousand).

      Interest expense for the quarter of $1.3 million was $200
thousand above the prior year due to reduced levels of interest
capitalization.

      The Restructuring Expense in the first quarter of $1.6 million
consisted primarily of costs associated with the relocation of
equipment and transfer of business from the DeSoto, Kansas plant to
the Fulton, New York plant.  The DeSoto facility closure 
represented the first phase of the Company's facilities
consolidation plan with a significant amount of the costs
associated with this phase occurring in the first quarter.

Liquidity and Capital Resources
       During the first quarter the net loss of $1.9 million as well
as the seasonal increases in inventories and accounts receivable
were the primary factors in the $3.1 million use of cash by
operating activities.  Capital expenditures of $4.9 million were
directed primarily at plant consolidation activities, cost saving
initiatives and the Company's new Information System.

At March 31, 1996, the Company had borrowed $5.5 million against
its $30 million bank line of credit, at an average interest rate of
5.8%.  It is anticipated that additional borrowings on the line of
credit will be required to meet short term working capital needs. 
During the first quarter, the Company made a scheduled principal
repayment of $1.55 million on outstanding senior notes.  In the
opinion of management, the $30 million line of credit is adequate
to meet working capital and investment needs for the balance of the
year.
PART II - OTHER INFORMATION

Item 1.)   Legal Proceeding
       
                  None

Item 2.)   Changes in Securities

                  None

Item 3.)   Defaults Upon Senior Securities

                  None

Item 4.)   Submission of Matters to a Vote of Securities Holders

                  None

Item 5.)   Other Materially Important Events

                  None

Item 6.)   Exhibits and Reports on Form 8-K

                  Form 8-K was filed April 4, 1996, related to the  
change of certifying accountants from Arthur Andersen LLP to KPMG
Peat Marwick LLP.
SALES OF UNREGISTERED SECURITIES

                                     None
SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                             SEALRIGHT CO., INC.

Date:     May 13, 1996                       /s/ Charles F. Marcy  
                                             By: Charles F. Marcy
                                                 President & C.E.O.

Date:     May 13, 1996                      /s/ John T. Carper     
                                             By: John T. Carper
                                                 Senior Vice President 
                                                 Finance & C.F.O.