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   June 30, 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.)

  9201 Packaging Drive, DeSoto, Kansas                66018
   (Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code  913-583-3025


__7101 College Boulevard, Overland Park, Kansas  66210-1891______
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 June 30, 1996, Sealright Co., Inc. had 11,070,991 shares of
Common Stock outstanding.  The market value of stock held by non-
affiliates is approximately $66,586,000.



                    SEALRIGHT CO., INC. AND SUBSIDIARIES

                                  FORM 10-Q

                                August 2, 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.

Except for historical information contained herein, the matters set
forth in this report or in oral statements made by officers of the
Company are forward looking statements that involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward looking statements.  The
Company's expectations respecting future revenues and profits
assume, among other things, reasonable continued growth in the
general economy which affects demand for the Company's products,
reasonable stability in raw material pricing, changes in which
affect customer purchasing decisions as well as the Company's
revenues and margins, and successful execution of the Company's
previously announced restructuring plan.

The costs and benefits of the Company's restructuring and facility
consolidation plan may vary from the Company's original
expectations due to various factors such as:  the extent of
management's ability to control costs, inefficiencies, overheads
and operational issues during the transition period; sales prices
realized upon future disposal of redundant assets, particularly
real property which is subject to future supply and demand
conditions in various real estate markets; higher or lower than
anticipated rates of relocation or resignation of employees who
otherwise would receive termination payments and difficulties
inherent in forecasting results of an operating mode different from
that which exists at the time the forecast is made.  Investors are
also advised to consider other risks and uncertainties that may be
discussed in documents filed by the Company with the Securities and
Exchange Commission.


                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                        CONSOLIDATED INCOME STATEMENTS
                 FOR THE PERIODS ENDED June 30, 1996 and 1995
                     (In Thousands Except Per Share Data)
                                 (Unaudited)



                                    Three Months         Six Months
                                    Ended June 30       Ended June 30
                                    1996     1995       1996          1995    

Net Sales                          $74,350  $84,059   $140,795    $154,673
Cost of Sales                       60,723   66,378    118,249     123,872      
    Gross Profit                    13,627   17,681     22,546      30,801 

Selling, General & Admin. Expense    8,515    9,470     17,310      17,482 

Other Expense                          248      396        483         784

Restructuring Expense                  820      --       2,449         -- 

Operating Income                     4,044    7,815      2,304      12,535

Interest Expense                     1,382    1,353      2,732       2,500 


Income (Loss) Before Income Taxes    2,662    6,462       (428)     10,035

Provision for Inc. Taxes (Benefit)   1,037    2,510       (162)      3,996
 
NET INCOME (LOSS)                  $ 1,625  $ 3,952   $   (266)    $ 6,039

NET INCOME (LOSS) PER SHARE        $  0.15  $  0.36   $  (0.02)    $  0.54

AVERAGE NUMBER OF COMMON AND COMMON
   EQUIVALENT SHARES OUTSTANDING    11,072   11,096     11,072      11,095  
      



<PAGE>
                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                      June 30, 1996 and December 31, 1995
                                (In Thousands)
                                 (Unaudited)

                                           June 30, 1996    December 31, 1995
                                    ASSETS
Current Assets
     Cash                                    $  1,033          $  6,017
     Accounts Receivable                       29,506            22,591
     Inventories (Note 3)                      44,342            39,848
   Income Taxes Receivable                      3,880              --
   Deferred Tax Asset                           3,361               190
     Other Current Assets                       3,649             2,449
       Total Current Assets                    85,771            71,095

Property, Plant & Equipment                   246,711           240,065
     Less:  Accumulated Depreciation          103,967            97,762
       Total Property, Plant and Equipment    142,744           142,303

Intangibles, Net                               13,938            14,699

TOTAL ASSETS                                 $242,453          $228,097

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current Maturities of Long-Term Debt      $   6,200         $  6,200
  Accounts Payable                             18,366           12,874
  Accrued Vacation                              3,482            3,253
  Accrued Workers' Compensation Reserve         2,152            2,675
  Restructuring Liability                       1,958            3,259
  Accrued Liabilities                           4,803            1,989
     Total Current Liabilities                 36,961           30,250

Long-Term Debt                                 83,900           77,400
Deferred Income Taxes                          18,795           14,168
Post-Retirement Benefits                        2,334            2,241
Pension Liability                                 917              917
Restructuring Liability                           450            1,105

Stockholders' Equity
  Common Stock, Par Value $.10
    Authorized 20,000,000 shares;
    issued and outstanding 11,071,991
    as of June 30, 1996 and December 31,
     1995, respectively                        1,107            1,107
  Paid-In Capital                             14,911           14,911
  Retained Earnings                           83,078           85,998
     Total Stockholders' Equity               99,096          102,016

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $242,453         $228,097


                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED June 30, 1996 and June 30, 1995
                                (In Thousands)
                                 (Unaudited)



                                                    
                                                       1996         1995

Cash Flows from Operating Activities:
Net Income (Loss)                                   $   (266)    $  6,039  
Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities:
       Depreciation & Amortization                     9,915        9,642  
       Deferred Tax Provision                           (261)       2,487  
       LIFO Reserve Provision                            190          203  
       Changes in Assets and Liabilities:
         Accounts Receivable, Net                     (7,014)      (5,687) 
         Inventories                                  (4,684)      (5,783) 
         Accounts Payable                              5,491        2,796  
         Other                                        (2,155)      (1,824)  
            Total Adjustments                       $  1,482     $  1,834  

Net Cash Provided By Operating Activities           $  1,216     $  7,873  

Cash Flows from Investing Activities:
    Capital Expenditures                            $(10,047)    $(11,224) 
    Proceeds from Disposal of Equipment                    1          117   
Net Cash Used in 
  Investing Activities:                             $(10,046)    $(11,107)    

Cash Flows from Financing Activities:
    Net Borrowings Under Revolving 
      Credit Agreement                              $  9,000     $ 11,500     
    Proceeds from Common Stock Issued                   --            152  
    Principal Payments of Long-Term Debt              (2,500)      (3,391) 
    Dividends Paid                                    (2,654)      (2,653) 

Net Cash Provided by 
  Financing Activities                              $  3,846     $  5,608   

Net (Decrease) Increase in Cash                     $ (4,984)    $  2,374   
Cash, Beginning of Year                                6,017        1,057   

Cash, End of Six Months                             $  1,033     $  3,431   


<PAGE>

                   SEALRIGHT CO., INC. AND SUBSIDIARIES

                                   10-Q

                               JUNE 30, 1996

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - FINANCIAL STATEMENT PRESENTATION
       In the opinion of Management, the accompanying unaudited
consolidated financial statements contain normal interim
adjustments necessary to present fairly the financial position of
Sealright Co., Inc. and Subsidiaries as of June 30, 1996 and
December 31, 1995, and the results of their operations for the
quarters ended June 30, 1996 and 1995.

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 June 30, 1996 and December 31, 1995, were:

                                                   1996     1995
                                                   (In Thousands)
Inventories Carried on LIFO Basis
    Raw Materials                                 $16,480  $13,395
    Work-In-Process                                 6,056    9,163
    Finished Goods                                 17,402   12,714
                                                  $39,938  $35,272
    LIFO Reserve                                   (1,656)  (1,466)
Inventories Carried on LIFO Basis                 $38,282  $33,806
Inventories Carried on Average or FIFO Basis        6,060    6,042
                                                  $44,342  $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 June 30, 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 June 30, 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 - STATEMENTS OF CASH FLOWS
       Supplemental cash flow information is (in thousands):

                                                    1996     1995
       Interest Paid (Net of Amount Capitalized)  $ 2,697  $ 2,140
       Income Taxes Paid                              190    1,390



<PAGE>

ITEM 2.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                          AND FINANCIAL CONDITION

Results of Operations

       Net sales for the second quarter of 1996 were $74.4 million, a
decrease of 11.6% from the same quarter of 1995.  This decline in
sales volume was equally shared across both major segments of the
Company's business - flexible packaging and rigid packaging.  The
decline in flexible packaging was anticipated as 1995 sales were
slightly inflated due to customer purchases in advance of price
increases.  Additionally, the Company has withdrawn from some non-
strategic product lines affecting year over year comparisons. 
Rigid paperboard packaging, sold primarily to the frozen dessert
market, is down from the prior year due to the loss of two 
customers and two other significant factors.  First, overall market
sales of frozen desserts is down from 1995 because of an
unseasonably cool and wet spring which depressed consumer sales. 
Second, several of the Company's key customers were forced to
significantly reduce marketing and promotional spending in the face
of steeply rising butterfat costs - a major raw material.  Premium
ice cream manufacturers, Sealright's primary customers, were hit
particularly hard as their product contains higher amounts of
butterfat.  Rigid plastics sales, primarily to the cultured dairy
market, were also down due to competitive pressures and delays in
the market acceptance and delivery of new OMV manufacturing
technology.

       Gross profit margins of 18.3% were down from the same quarter
last year due to manufacturing inefficiencies incurred during the
shut down of packaging operations in the DeSoto, Kansas plant. 
Operations from that plant were relocated to the Fulton, New York
and Los Angeles, California plants.  The Company's machinery
manufacturing and Research & Development operations were relocated
from other Kansas City area facilities to the DeSoto plant late in
the second quarter.  The corporate headquarters will be relocated
during the third quarter of 1996, thereby reducing the fixed costs
associated with the three facilities.  Additionally, operational
inefficiencies resulting from low volume and the incorporation of
new manufacturing technologies have depressed margins in the rigid
plastics operation in Los Angeles and the flexible packaging
operation in San Leandro, California.

       Selling, General & Administrative Expenses for the quarter are
down by 10% from the second quarter of 1995 due to aggressive and
ongoing cost cutting activities which have been implemented
throughout the year.

       Interest expense is up very slightly due to higher debt
levels.

       The Restructuring Expense of $0.8 million for the quarter
consists of costs associated with the relocation of equipment from
the DeSoto, Kansas plant to the Fulton, New York and Los Angeles,
California plants as well as the relocation of machine
manufacturing and R&D activities to DeSoto.  Also included in these
costs are employee relocation expenses related to management
reorganization.

       Year-to-date Net Sales are nearly 9% below last year's results
due primarily to factors mentioned above for the second quarter.

       Gross Margins for the year-to-date period are below prior year
levels due to sales volume reductions and manufacturing
inefficiencies related to the discontinuation of rigid paperboard
packaging operations in DeSoto, Kansas and the related relocation
of manufacturing operations to the New York and California plants.  

       Year-to-date Selling, General and Administrative expenses are
down slightly from the prior year.  First quarter SG&A expenses
were $800 thousand above the prior year due to expenses associated
with the reorganization, implementation of the Company's new
information system project and other operating expenses. 
Reorganization related expenses subsided late in the first quarter
and the impact of aggressive cost cutting reduced second quarter
SG&A expenses.  Management expects these cost cutting measures will
continue to positively impact future performance.  Continued cost
reduction initiatives are a management priority.

       Interest costs for the six month period are up by 9% due to
reduced interest expense capitalization - a result of reduced
capital spending and higher levels of debt.  During late 1995, the
Company took advantage of the favorable interest rate environment
and issued $30MM of senior notes, increasing the amount of leverage
employed to fund the Company's operations.

       The Restructuring Expense of $2.4 million consists primarily
of equipment relocation expenses associated with the consolidation
of rigid packaging operations in New York and California as well as
employee recruiting and relocation expenses associated with
management reorganization.


Liquidity and Capital Resources

       Net Cash Provided by Operating Activities for the six month
period ended June 30, 1996 of $1.2 million compared to $7.9 million
for the same period in 1995.  The reduction in Net Income from year
to year is the primary factor in the reduction.  Capital
Expenditures for the six month period of $10 million were directed
primarily at plant consolidation activities, cost savings
initiatives and the Company's new state-of-the-art Information
System.

       At June 30, 1996, the Company had borrowed $9.0 million
against its $30 million bank line of credit at an average interest
rate of 5.95%.  The remaining $21 million of available credit is
significantly more than the Company's anticipated needs for working
capital and investment spending 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

                  Exhibit 27    Financial Data Schedule



<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:   August 9, 1996                       /s/ Charles F. Marcy  
                                             By: Charles F. Marcy
                                                 President & CEO




Date:   August 9, 1996                       /s/ John T. Carper    
                                             By: John T. Carper
                                                 Senior Vice President 
                                                 Finance & CFO
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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   June 30, 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.)

  9201 Packaging Drive, DeSoto, Kansas                66018
   (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code  913-583-3025

__7101 College Boulevard, Overland Park, Kansas  66210-1891______
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 June 30, 1996, Sealright Co., Inc. had 11,070,991 shares of
Common Stock outstanding.  The market value of stock held by non-
affiliates is approximately $66,586,000.

                    SEALRIGHT CO., INC. AND SUBSIDIARIES

                                  FORM 10-Q

                                August 2, 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.

Except for historical information contained herein, the matters set
forth in this report or in oral statements made by officers of the
Company are forward looking statements that involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward looking statements.  The
Company's expectations respecting future revenues and profits
assume, among other things, reasonable continued growth in the
general economy which affects demand for the Company's products,
reasonable stability in raw material pricing, changes in which
affect customer purchasing decisions as well as the Company's
revenues and margins, and successful execution of the Company's
previously announced restructuring plan.

The costs and benefits of the Company's restructuring and facility
consolidation plan may vary from the Company's original
expectations due to various factors such as:  the extent of
management's ability to control costs, inefficiencies, overheads
and operational issues during the transition period; sales prices
realized upon future disposal of redundant assets, particularly
real property which is subject to future supply and demand
conditions in various real estate markets; higher or lower than
anticipated rates of relocation or resignation of employees who
otherwise would receive termination payments and difficulties
inherent in forecasting results of an operating mode different from
that which exists at the time the forecast is made.  Investors are
also advised to consider other risks and uncertainties that may be
discussed in documents filed by the Company with the Securities and
Exchange Commission.

                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                        CONSOLIDATED INCOME STATEMENTS
                 FOR THE PERIODS ENDED June 30, 1996 and 1995
                     (In Thousands Except Per Share Data)
                                 (Unaudited)

                                    Three Months         Six Months
                                    Ended June 30       Ended June 30
                                    1996     1995       1996          1995    

Net Sales                          $74,350  $84,059   $140,795    $154,673
Cost of Sales                       60,723   66,378    118,249     123,872      
    Gross Profit                    13,627   17,681     22,546      30,801 

Selling, General & Admin. Expense    8,515    9,470     17,310      17,482 

Other Expense                          248      396        483         784

Restructuring Expense                  820      --       2,449         -- 

Operating Income                     4,044    7,815      2,304      12,535

Interest Expense                     1,382    1,353      2,732       2,500 

Income (Loss) Before Income Taxes    2,662    6,462       (428)     10,035

Provision for Inc. Taxes (Benefit)   1,037    2,510       (162)      3,996
 
NET INCOME (LOSS)                  $ 1,625  $ 3,952   $   (266)    $ 6,039

NET INCOME (LOSS) PER SHARE        $  0.15  $  0.36   $  (0.02)    $  0.54

AVERAGE NUMBER OF COMMON AND COMMON
   EQUIVALENT SHARES OUTSTANDING    11,072   11,096     11,072      11,095
SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                      June 30, 1996 and December 31, 1995
                                (In Thousands)
                                 (Unaudited)

                                           June 30, 1996    December 31, 1995
                                    ASSETS
Current Assets
     Cash                                    $  1,033          $  6,017
     Accounts Receivable                       29,506            22,591
     Inventories (Note 3)                      44,342            39,848
   Income Taxes Receivable                      3,880              --
   Deferred Tax Asset                           3,361               190
     Other Current Assets                       3,649             2,449
       Total Current Assets                    85,771            71,095

Property, Plant & Equipment                   246,711           240,065
     Less:  Accumulated Depreciation          103,967            97,762
       Total Property, Plant and Equipment    142,744           142,303

Intangibles, Net                               13,938            14,699

TOTAL ASSETS                                 $242,453          $228,097

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current Maturities of Long-Term Debt      $   6,200         $  6,200
  Accounts Payable                             18,366           12,874
  Accrued Vacation                              3,482            3,253
  Accrued Workers' Compensation Reserve         2,152            2,675
  Restructuring Liability                       1,958            3,259
  Accrued Liabilities                           4,803            1,989
     Total Current Liabilities                 36,961           30,250

Long-Term Debt                                 83,900           77,400
Deferred Income Taxes                          18,795           14,168
Post-Retirement Benefits                        2,334            2,241
Pension Liability                                 917              917
Restructuring Liability                           450            1,105

Stockholders' Equity
  Common Stock, Par Value $.10
    Authorized 20,000,000 shares;
    issued and outstanding 11,071,991
    as of June 30, 1996 and December 31,
     1995, respectively                        1,107            1,107
  Paid-In Capital                             14,911           14,911
  Retained Earnings                           83,078           85,998
     Total Stockholders' Equity               99,096          102,016

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $242,453         $228,097

                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED June 30, 1996 and June 30, 1995
                                (In Thousands)
                                 (Unaudited)

                                                    
                                                       1996         1995

Cash Flows from Operating Activities:
Net Income (Loss)                                   $   (266)    $  6,039  
Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities:
       Depreciation & Amortization                     9,915        9,642  
       Deferred Tax Provision                           (261)       2,487  
       LIFO Reserve Provision                            190          203  
       Changes in Assets and Liabilities:
         Accounts Receivable, Net                     (7,014)      (5,687) 
         Inventories                                  (4,684)      (5,783) 
         Accounts Payable                              5,491        2,796  
         Other                                        (2,155)      (1,824)  
            Total Adjustments                       $  1,482     $  1,834  

Net Cash Provided By Operating Activities           $  1,216     $  7,873  

Cash Flows from Investing Activities:
    Capital Expenditures                            $(10,047)    $(11,224) 
    Proceeds from Disposal of Equipment                    1          117   
Net Cash Used in 
  Investing Activities:                             $(10,046)    $(11,107)    

Cash Flows from Financing Activities:
    Net Borrowings Under Revolving 
      Credit Agreement                              $  9,000     $ 11,500     
    Proceeds from Common Stock Issued                   --            152  
    Principal Payments of Long-Term Debt              (2,500)      (3,391) 
    Dividends Paid                                    (2,654)      (2,653) 

Net Cash Provided by 
  Financing Activities                              $  3,846     $  5,608   

Net (Decrease) Increase in Cash                     $ (4,984)    $  2,374   
Cash, Beginning of Year                                6,017        1,057   

Cash, End of Six Months                             $  1,033     $  3,431
SEALRIGHT CO., INC. AND SUBSIDIARIES

                                   10-Q

                               JUNE 30, 1996

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - FINANCIAL STATEMENT PRESENTATION
       In the opinion of Management, the accompanying unaudited
consolidated financial statements contain normal interim
adjustments necessary to present fairly the financial position of
Sealright Co., Inc. and Subsidiaries as of June 30, 1996 and
December 31, 1995, and the results of their operations for the
quarters ended June 30, 1996 and 1995.

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 June 30, 1996 and December 31, 1995, were:

                                                   1996     1995
                                                   (In Thousands)
Inventories Carried on LIFO Basis
    Raw Materials                                 $16,480  $13,395
    Work-In-Process                                 6,056    9,163
    Finished Goods                                 17,402   12,714
                                                  $39,938  $35,272
    LIFO Reserve                                   (1,656)  (1,466)
Inventories Carried on LIFO Basis                 $38,282  $33,806
Inventories Carried on Average or FIFO Basis        6,060    6,042
                                                  $44,342  $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 June 30, 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 June 30, 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 - STATEMENTS OF CASH FLOWS
       Supplemental cash flow information is (in thousands):

                                                    1996     1995
       Interest Paid (Net of Amount Capitalized)  $ 2,697  $ 2,140
       Income Taxes Paid                              190    1,390
ITEM 2.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                          AND FINANCIAL CONDITION

Results of Operations

       Net sales for the second quarter of 1996 were $74.4 million, a
decrease of 11.6% from the same quarter of 1995.  This decline in
sales volume was equally shared across both major segments of the
Company's business - flexible packaging and rigid packaging.  The
decline in flexible packaging was anticipated as 1995 sales were
slightly inflated due to customer purchases in advance of price
increases.  Additionally, the Company has withdrawn from some non-
strategic product lines affecting year over year comparisons. 
Rigid paperboard packaging, sold primarily to the frozen dessert
market, is down from the prior year due to the loss of two 
customers and two other significant factors.  First, overall market
sales of frozen desserts is down from 1995 because of an
unseasonably cool and wet spring which depressed consumer sales. 
Second, several of the Company's key customers were forced to
significantly reduce marketing and promotional spending in the face
of steeply rising butterfat costs - a major raw material.  Premium
ice cream manufacturers, Sealright's primary customers, were hit
particularly hard as their product contains higher amounts of
butterfat.  Rigid plastics sales, primarily to the cultured dairy
market, were also down due to competitive pressures and delays in
the market acceptance and delivery of new OMV manufacturing
technology.

       Gross profit margins of 18.3% were down from the same quarter
last year due to manufacturing inefficiencies incurred during the
shut down of packaging operations in the DeSoto, Kansas plant. 
Operations from that plant were relocated to the Fulton, New York
and Los Angeles, California plants.  The Company's machinery
manufacturing and Research & Development operations were relocated
from other Kansas City area facilities to the DeSoto plant late in
the second quarter.  The corporate headquarters will be relocated
during the third quarter of 1996, thereby reducing the fixed costs
associated with the three facilities.  Additionally, operational
inefficiencies resulting from low volume and the incorporation of
new manufacturing technologies have depressed margins in the rigid
plastics operation in Los Angeles and the flexible packaging
operation in San Leandro, California.

       Selling, General & Administrative Expenses for the quarter are
down by 10% from the second quarter of 1995 due to aggressive and
ongoing cost cutting activities which have been implemented
throughout the year.

       Interest expense is up very slightly due to higher debt
levels.

       The Restructuring Expense of $0.8 million for the quarter
consists of costs associated with the relocation of equipment from
the DeSoto, Kansas plant to the Fulton, New York and Los Angeles,
California plants as well as the relocation of machine
manufacturing and R&D activities to DeSoto.  Also included in these
costs are employee relocation expenses related to management
reorganization.

       Year-to-date Net Sales are nearly 9% below last year's results
due primarily to factors mentioned above for the second quarter.

       Gross Margins for the year-to-date period are below prior year
levels due to sales volume reductions and manufacturing
inefficiencies related to the discontinuation of rigid paperboard
packaging operations in DeSoto, Kansas and the related relocation
of manufacturing operations to the New York and California plants.  

       Year-to-date Selling, General and Administrative expenses are
down slightly from the prior year.  First quarter SG&A expenses
were $800 thousand above the prior year due to expenses associated
with the reorganization, implementation of the Company's new
information system project and other operating expenses. 
Reorganization related expenses subsided late in the first quarter
and the impact of aggressive cost cutting reduced second quarter
SG&A expenses.  Management expects these cost cutting measures will
continue to positively impact future performance.  Continued cost
reduction initiatives are a management priority.

       Interest costs for the six month period are up by 9% due to
reduced interest expense capitalization - a result of reduced
capital spending and higher levels of debt.  During late 1995, the
Company took advantage of the favorable interest rate environment
and issued $30MM of senior notes, increasing the amount of leverage
employed to fund the Company's operations.

       The Restructuring Expense of $2.4 million consists primarily
of equipment relocation expenses associated with the consolidation
of rigid packaging operations in New York and California as well as
employee recruiting and relocation expenses associated with
management reorganization.

Liquidity and Capital Resources

       Net Cash Provided by Operating Activities for the six month
period ended June 30, 1996 of $1.2 million compared to $7.9 million
for the same period in 1995.  The reduction in Net Income from year
to year is the primary factor in the reduction.  Capital
Expenditures for the six month period of $10 million were directed
primarily at plant consolidation activities, cost savings
initiatives and the Company's new state-of-the-art Information
System.

       At June 30, 1996, the Company had borrowed $9.0 million
against its $30 million bank line of credit at an average interest
rate of 5.95%.  The remaining $21 million of available credit is
significantly more than the Company's anticipated needs for working
capital and investment spending 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

                  Exhibit 27    Financial Data Schedule
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:   August 9, 1996                       /s/ Charles F. Marcy  
                                             By: Charles F. Marcy
                                                 President & CEO

Date:   August 9, 1996                       /s/ John T. Carper    
                                             By: John T. Carper
                                                 Senior Vice President 
                                                 Finance & CFO