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, 1998 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


_________________________________________________________________
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, 1998, Sealright Co., Inc. had 11,078,232 shares of
Common Stock outstanding.  The market value of stock held by non-affiliates 
is approximately $84.4 million.          .


               SEALRIGHT CO., INC. AND SUBSIDIARIES

                              FORM 10-Q

                            MARCH 31, 1998




                   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 recommended 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, 1997.




<PAGE>
                SEALRIGHT CO., INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF OPERATIONS
             FOR THE THREE MONTH PERIOD ENDED MARCH 31,
                (In Thousands, Except Per Share Data)
                             (Unaudited)

                                        1998               1997   
Net Sales                              $57,208           $ 62,200
Cost of Goods Sold                      49,500             53,898
Gross Profit                             7,708              8,302  

SG&A Expenses                            8,148              8,264 
Other Expenses                             253                249
Net Restructuring Gain                    --                 (615)         
Operating Income (Loss) from
 Continuing Operations                    (693)               404
Interest Expense                         1,369              1,249    
Loss from Continuing Operations                 
  Before Income Taxes                   (2,062)              (845)

 Income Taxes                             (765)              (348)         
Loss from Continuing Operations         (1,297)              (497)         
Discontinued Operation, net of tax 
 Gain on Disposal                          593                 54      
Net Loss                               $  (704)          $   (443)         
Other Comprehensive Income, net of tax:
 Foreign currency translation 
   adjustment                               53                -   
Other Comprehensive Income                  53                -   
Comprehensive Loss                     $  (651)          $   (443)
Net Loss Per Share:
 From Continuing Operations            $ (0.11)          $  (0.04)
 From Discontinued Operation              0.05               0.00 
Net Loss Per Share                     $ (0.06)          $  (0.04)              

Average Number of Common 
 Shares Outstanding                     11,078             11,072

                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                (In Thousands)
 
                                          March 31, 1998    December 31, 1997
                                           (Unaudited)

                                    ASSETS
Current Assets
  Cash                                     $    187         $   1,454 
  Accounts receivable                        27,743            27,496
  Inventory                                  42,161            40,949
  Income tax receivable                       2,492             2,486
  Prepaid expenses                            1,725               947
  Other current assets                           90                64
       Total current assets                  74,398            73,396

Property, Plant & Equipment                 244,141           246,676
  Accumulated Depreciation                 (117,674)         (118,609)
Property, Plant and Equipment, net          126,467           128,067

Goodwill, net                                 5,180             5,287
Other intangibles, net                        4,650             4,796
Prepaid pension                               2,549             2,674
Other                                           786               801
Total Assets                               $214,030          $215,021

<PAGE>
                    SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Data)

                                           March 31, 1998 December 31, 1997
                                            (Unaudited)

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Current portion of long-term debt         $  6,400          $  7,075
 Accounts payable                            10,814             7,628 
 Accrued vacation                             2,185             1,865
 Accrued workers' compensation reserve        1,959             2,077
 Restructuring liability                        294               352
 Bank Overdraft                                 -               5,560
 Other accrued liabilities                   10,719            10,038
      Total current liabilities              32,371            34,595

Long-term debt                               76,350            73,925
Post-retirement liability                     2,307             2,284
Pension liability                               538               603
Deferred income taxes                        11,026            11,645
Other                                           622               574
Total liabilities                           123,214           123,626

Common stock, $0.10 par value,
 20,000,000 shares authorized; 
 11,079,919 shares issued at 
 March 31, 1998, 11,075,921 shares
 issued at December 31, 1997                  1,108             1,108
Additional paid-in capital                   15,012            14,958
Retained earnings                            75,771            76,475
Treasury stock, at cost, 1,687 
 shares at March 31, 1998, 0 shares 
 at December 31, 1997                           (14)              -
Currency translation adjustment              (1,004)           (1,089)
Minimum pension liability adjustment            (57)              (57)
Total stockholders' equity                   90,816            91,395

Total liabilities and stockholders' equity $214,030         $ 215,021
                                      <PAGE>
                    SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE THREE MONTH PERIOD ENDED MARCH 31,
                                (In Thousands)
                                 (Unaudited)
       
                                                      1998         1997
Cash Flows from Operating Activities
Net Loss                                            $  (704)     $  (443)
Adjustments to reconcile net loss to 
   net cash used by continuing operations:
     Gain from discontinued operation                  (593)         (54)
   Depreciation & amortization                        4,620        5,061
   Deferred income taxes                               (650)         752
   (Gain) loss on disposal of assets                      5         (715)
   Changes in assets and liabilities:
         Accounts Receivable                           (247)      (6,038)
         Inventory                                   (1,211)      (4,413)
         Accounts Payable                             3,186        4,355
      Restructuring Liability                           (58)        (924)
         Other                                       (5,322)       2,125
   Total adjustments                                $  (270)     $   149
   Net cash used by 
    continuing operations                              (974)        (294)
   Net cash used by discontinued
      operation                                         -         (1,358)

     Net cash used by operating activities          $  (974)     $(1,652)

Cash Flows from Investing Activities
    Capital expenditures                            $(7,324)     $(3,925)
    Proceeds from sale of assets                      5,241       11,995

       Net cash provided (used) by
         investing activities                       $(2,083)     $ 8,070

<PAGE>
                    SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE THREE MONTH PERIOD ENDED MARCH 31,
                                (In Thousands)
                                 (Unaudited)
       
                                                      1998         1997

Cash Flows from Financing Activities
    Borrowings (Repayments) under bank credit
      agreement                                     $ 3,300      $(5,000)
    Repayments of long-term obligations              (1,550)      (1,550)
  Redemption of treasury stock                          (14)         -
    Issuance of common stock                             54          -  
       Net cash provided (used) by
         financing activities                       $ 1,790      $(6,550)

Net decrease in cash                                $(1,267)     $  (132)

Cash at beginning of period                         $ 1,454      $   264
Cash at end of period                               $   187      $   132


Supplemental cash flow information is (in thousands):

Three Months Ended March 31,                          1998         1997
Interest Paid (Net of Amount Capitalized)           $ 1,460      $ 1,422
Income Taxes Paid                                         6           60
<PAGE>
                SEALRIGHT CO., INC. AND SUBSIDIARIES

                           MARCH 31, 1998

             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 filed on Form
10-K for the year ended December 31, 1997.

       Effective March 31, 1998, the Company adopted SFAS No. 130,
Reporting Comprehensive Income.  This statement established
standards for reporting and display of items that affect
stockholders' equity but are not components of reported net income. 
The Company's only component of comprehensive income is foreign
currency translation adjustment.  The impact of this adoption was
not material.

NOTE 3 - INVENTORIES
       Inventories at March 31, 1998 and December 31, 1997, were:

                                                   1998     1997
                                                   (In Thousands)
Inventories Carried on LIFO Basis
  Raw Materials                                $15,243  $14,780
  Work-In-Process                                6,803    4,044
  Finished Goods                                15,432   17,207
     Total FIFO Basis                          $37,478  $36,031
  FIFO Basis in excess of LIFO Basis              (246)    (246) 
     Total LIFO Basis                          $37,232  $35,785
Inventories Carried on average cost or 
  FIFO Basis                                     4,929    5,164
     Total                                     $42,161  $40,949

       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, 1998, 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, 1998, 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 - DISCONTINUED OPERATION

       On March 3, 1998, the Company sold the facility that formerly
housed the plastic container manufacturing operation.  The plastic
container manufacturing operation was sold during the first quarter
of 1997.   The facility was sold for $4.9 million.  The Company
recorded a gain on the sale of $593,000, net of tax.  The sale of
the operation and the sale of the facility were accounted for as a
discontinued operation.  

NOTE 5 - SALE OF COMPANY
       
       On March 2, 1998, the Company entered into a definitive
agreement for a cash merger with Huhtamaki, Oy, a worldwide food
and packaging company based in Finland.  Simultaneous with the
merger, the Company will distribute, as a partial redemption of
outstanding Company stock, its flexible packaging business to
existing shareholders, forming a new public company.  The flexible
packaging business will consist of the operations conducted in
Akron, Ohio, San Leandro, California, and the Styrotech sleeve
label machine operation.  Shareholders will receive $11.00  per
share in cash and one-half share of stock of the new corporation in
exchange for each share of the Company.  The transaction, which is
subject to various regulatory and shareholder approvals, is
expected to close in the third quarter.
<PAGE>

ITEM 2.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                      AND FINANCIAL CONDITION



Sale of Company

    On March 2, 1998, the Company entered into a definitive
agreement for a cash merger with Huhtamaki, Oy, a worldwide food
and packaging company based in Finland.  Simultaneous with the
merger, the Company will distribute, as a partial redemption of
outstanding Company stock, its flexible packaging business to
existing shareholders, forming a new public company.  The
flexible packaging business will consist of the operations
conducted in Akron, Ohio, San Leandro, California, and the
Styrotech sleeve label machine operation.  Shareholders will
receive $11.00  per share in cash and one-half share of stock of
the new corporation in exchange for each share of the Company. 
The transaction, which is subject to various regulatory and
shareholder approvals, is expected to close in the third quarter.

Results of Operations

    Net sales for the first quarter of 1998 were $57.2 million
versus $62.2 million in the first quarter of 1997, a decline of
$5 million, or 8.0%.  The decline in revenue from the prior year
occurred primarily in the Company's flexible packaging operations
(as defined above).  Due to a decline in the end-market demand of
four key customers at the San Leandro, California facility
coupled with a decline in revenue at the Akron, Ohio facility
resulting from lost customers associated with the consolidation
of the Charlotte, North Carolina facility in early 1997, revenue
declined $4.2 million from the first quarter of 1997.  Sales of
the Company's Styrotech sleeve label machines declined $600,000
as compared to the first quarter 1997 due to competitive
pressures.  

    Gross profit for the first quarter of 1998 was $7.7 million
versus $8.3 million for the first quarter of 1997.  The Company's
gross margin for the quarter was 13.5% as compared to 13.4% in
1997.  Despite the significant reduction in revenue, consolidated
gross margin increased slightly due to improved manufacturing
efficiencies in most areas of the Company.  The improved
performance reflects the aggressive cost reduction measures
implemented in late 1997.  In addition, the Company experienced
significant improvement in its customer equipment leasing and
service operation.

    Selling, General and Administrative expenses were down $0.1
million from the prior year.  During the first quarter of 1998,
the Company incurred approximately $0.4 million of one-time
expenses associated with the pending merger transaction. 
Adjusting to exclude these expenses, operating SG&A expense was
down approximately 6% from the first quarter of 1997, reflecting
the full-year impact of the majority of the cost reductions
associated with the company-wide restructuring.  

    Interest expense for the first quarter was $1.4 million as
compared to $1.3 million during 1997.  Interest expense increased
primarily due to a higher average level of debt during 1998 as
compared to 1997 and a reduction in the amount of interest
capitalized.  

    During the quarter, the Company sold the facility that formerly
housed the plastic container manufacturing operation.  The
plastic container manufacturing operation was sold during the
first quarter of 1997.   The facility was sold for $4.9 million. 
The Company recorded a gain on the sale of $593,000, net of tax. 
The sale of the operation and the sale of the facility were
accounted for as a discontinued operation.  

Liquidity and Capital Resources

    Cash used in operations decreased by $0.7 million year-over-year.  
Operating income declined by $1.1 million since the first
quarter of 1997, reducing cash flow from operations.  Cash used
to fund working capital requirements decreased by $1.2 million as
compared to the first quarter of 1997 as the Company reduced the
amount of inventory and receivables at its flexible packaging
facilities.  During the first quarter of 1997, $1.4 million of
cash was used by the discontinued operation.  This use did not
recur in 1998.  During the first quarter, the Company invested
$7.3 million in new equipment, an increase from 1997 when the
Company expended $3.9 million.  A majority of the capital
expenditures were in the Company's paperboard packaging
operations with the largest project consisting of a new state-of-the-art 
lithographic printing press that is being installed in
the Fulton, New York rigid paperboard facility.  The press is
expected to be substantially complete and operational by the end
of the second quarter.  The press is expected to result in
substantial future cost savings to the Company due to a
significant reduction in outsourced litho printing.  During the
quarter, the Company sold a former manufacturing facility in Los
Angeles, California as well as several other idle pieces of
manufacturing equipment.  

    To fund the cash used in the operation, the Company borrowed an
additional $3.3 million on its revolving loan, increasing the
balance to $12.5 million at March 31.  Total debt outstanding
increased $1.8 million since December 31, 1997.  The Company has
$17.5 million available under its working capital facility which
is expected to be sufficient to cover operating necessities until
consummation of the merger.  

    Pursuant to its debt agreements, the Company must comply with
various financial covenants.  As of March 31, 1998, the Company
was in compliance with its financial covenants.  

Year 2000 Compliance

     The Company is currently in the process of improving its
computer systems and software applications by implementing a new
enterprise-wide software system.  Since the inception of the
project in 1996, the Company has expended approximately $6.5
million, $1.5 million of which has been charged to operations. 
The system is currently in operation at three of the Company's
five domestic locations.  The Company has plans to implement the
software at the remaining two domestic facilities during 1998 and
at its Australian facility during 1999.  The remaining costs
associated with implementing the system at these facilities is
expected to be approximately $750,000, substantially all of which
is expected to be capitalized.  In addition to expanded
management information reporting and other operational
improvements, the new software system will allow the Company to
correctly record yearly dates for year 2000 and beyond.

New Accounting Pronouncement

    In June 1997, the Financial Accounting Standards Board (FASB) 
issued SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information.  In February 1998, the FASB also issued
SFAS No. 132, Employers' Disclosures about Pension and Other
Postretirement Benefits.  These pronouncements expand the
disclosure requirements of the Company and are required to be
adopted no later than December 31, 1998.  The Company does not
expect to adopt these pronouncements prior the merger.  
  
    <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
  
                  During the preceding 90-day period, the Company 
            has not had a submission of a matter for the vote of
            security holders.  It is expected that during the 
            second quarter of 1998, the Company will distribute a
            definitive proxy statement and combined prospectus for
            the new flexible packaging company, as described
            elsewhere in this Form 10-Q, to its shareholders. 
            Shareholders will be asked to consider and vote upon
            the proposed transaction.
  
  
  
  Item 5.)  Other Materially Important Events
  
                  On March 2, 1998, the Company entered into a
            definitive agreement for the sale of the Company.  See
            Item 2, Management's Discussion and Analysis of
            Operations and Financial Condition.  
  
  
  Item 6.)  Exhibits and Reports on Form 8-K
               
                  On March 2, 1998, the Company filed Form 8-K which
            disclosed that several of the Company's shareholders had
            entered in to an irrevocable proxy and stock option
            agreement in conjunction with the definitive agreement
            for sale of the company.  Pursuant to the proxy
            agreement, the shareholders, who collectively control
            approximately 40% of the Company's outstanding shares,
            granted a proxy to principals of Huhtamaki, Oy, to vote
            in favor of the merger and other related matters.  The
            Form 8-K also disclosed that the Company had entered into
            a definitive agreement for the sale of the Company. 
            Filed as exhibits to the Form 8-K were the merger
            agreement, the proxy agreement, and the press release
            which discussed the transaction.
  
  
  
                   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 14, 1998                    /s/ Charles F. Marcy    
                                       By: Charles F. Marcy
                                           President & C.E.O.
  
  
  
  
  Date:     May 14, 1998                   /s/ John T. Carper       
                                       By: John T. Carper
                                           Senior Vice President 
                                           & 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, 1998 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

_________________________________________________________________
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, 1998, Sealright Co., Inc. had 11,078,232 shares of
Common Stock outstanding.  The market value of stock held by non-affiliates 
is approximately $84.4 million.          .

               SEALRIGHT CO., INC. AND SUBSIDIARIES

                              FORM 10-Q

                            MARCH 31, 1998

                   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 recommended 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, 1997.
SEALRIGHT CO., INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF OPERATIONS
             FOR THE THREE MONTH PERIOD ENDED MARCH 31,
                (In Thousands, Except Per Share Data)
                             (Unaudited)

                                        1998               1997   
Net Sales                              $57,208           $ 62,200
Cost of Goods Sold                      49,500             53,898
Gross Profit                             7,708              8,302  

SG&A Expenses                            8,148              8,264 
Other Expenses                             253                249
Net Restructuring Gain                    --                 (615)         
Operating Income (Loss) from
 Continuing Operations                    (693)               404
Interest Expense                         1,369              1,249    
Loss from Continuing Operations                 
  Before Income Taxes                   (2,062)              (845)

 Income Taxes                             (765)              (348)         
Loss from Continuing Operations         (1,297)              (497)         
Discontinued Operation, net of tax 
 Gain on Disposal                          593                 54      
Net Loss                               $  (704)          $   (443)         
Other Comprehensive Income, net of tax:
 Foreign currency translation 
   adjustment                               53                -   
Other Comprehensive Income                  53                -   
Comprehensive Loss                     $  (651)          $   (443)
Net Loss Per Share:
 From Continuing Operations            $ (0.11)          $  (0.04)
 From Discontinued Operation              0.05               0.00 
Net Loss Per Share                     $ (0.06)          $  (0.04)              

Average Number of Common 
 Shares Outstanding                     11,078             11,072

                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                (In Thousands)
 
                                          March 31, 1998    December 31, 1997
                                           (Unaudited)

                                    ASSETS
Current Assets
  Cash                                     $    187         $   1,454 
  Accounts receivable                        27,743            27,496
  Inventory                                  42,161            40,949
  Income tax receivable                       2,492             2,486
  Prepaid expenses                            1,725               947
  Other current assets                           90                64
       Total current assets                  74,398            73,396

Property, Plant & Equipment                 244,141           246,676
  Accumulated Depreciation                 (117,674)         (118,609)
Property, Plant and Equipment, net          126,467           128,067

Goodwill, net                                 5,180             5,287
Other intangibles, net                        4,650             4,796
Prepaid pension                               2,549             2,674
Other                                           786               801
Total Assets                               $214,030          $215,021
SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Data)

                                           March 31, 1998 December 31, 1997
                                            (Unaudited)

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Current portion of long-term debt         $  6,400          $  7,075
 Accounts payable                            10,814             7,628 
 Accrued vacation                             2,185             1,865
 Accrued workers' compensation reserve        1,959             2,077
 Restructuring liability                        294               352
 Bank Overdraft                                 -               5,560
 Other accrued liabilities                   10,719            10,038
      Total current liabilities              32,371            34,595

Long-term debt                               76,350            73,925
Post-retirement liability                     2,307             2,284
Pension liability                               538               603
Deferred income taxes                        11,026            11,645
Other                                           622               574
Total liabilities                           123,214           123,626

Common stock, $0.10 par value,
 20,000,000 shares authorized; 
 11,079,919 shares issued at 
 March 31, 1998, 11,075,921 shares
 issued at December 31, 1997                  1,108             1,108
Additional paid-in capital                   15,012            14,958
Retained earnings                            75,771            76,475
Treasury stock, at cost, 1,687 
 shares at March 31, 1998, 0 shares 
 at December 31, 1997                           (14)              -
Currency translation adjustment              (1,004)           (1,089)
Minimum pension liability adjustment            (57)              (57)
Total stockholders' equity                   90,816            91,395

Total liabilities and stockholders' equity $214,030         $ 215,021
SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE THREE MONTH PERIOD ENDED MARCH 31,
                                (In Thousands)
                                 (Unaudited)
       
                                                      1998         1997
Cash Flows from Operating Activities
Net Loss                                            $  (704)     $  (443)
Adjustments to reconcile net loss to 
   net cash used by continuing operations:
     Gain from discontinued operation                  (593)         (54)
   Depreciation & amortization                        4,620        5,061
   Deferred income taxes                               (650)         752
   (Gain) loss on disposal of assets                      5         (715)
   Changes in assets and liabilities:
         Accounts Receivable                           (247)      (6,038)
         Inventory                                   (1,211)      (4,413)
         Accounts Payable                             3,186        4,355
      Restructuring Liability                           (58)        (924)
         Other                                       (5,322)       2,125
   Total adjustments                                $  (270)     $   149
   Net cash used by 
    continuing operations                              (974)        (294)
   Net cash used by discontinued
      operation                                         -         (1,358)

     Net cash used by operating activities          $  (974)     $(1,652)

Cash Flows from Investing Activities
    Capital expenditures                            $(7,324)     $(3,925)
    Proceeds from sale of assets                      5,241       11,995

       Net cash provided (used) by
         investing activities                       $(2,083)     $ 8,070
SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE THREE MONTH PERIOD ENDED MARCH 31,
                                (In Thousands)
                                 (Unaudited)
       
                                                      1998         1997

Cash Flows from Financing Activities
    Borrowings (Repayments) under bank credit
      agreement                                     $ 3,300      $(5,000)
    Repayments of long-term obligations              (1,550)      (1,550)
  Redemption of treasury stock                          (14)         -
    Issuance of common stock                             54          -  
       Net cash provided (used) by
         financing activities                       $ 1,790      $(6,550)

Net decrease in cash                                $(1,267)     $  (132)

Cash at beginning of period                         $ 1,454      $   264
Cash at end of period                               $   187      $   132

Supplemental cash flow information is (in thousands):

Three Months Ended March 31,                          1998         1997
Interest Paid (Net of Amount Capitalized)           $ 1,460      $ 1,422
Income Taxes Paid                                         6           60
SEALRIGHT CO., INC. AND SUBSIDIARIES

                           MARCH 31, 1998

             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 filed on Form
10-K for the year ended December 31, 1997.

       Effective March 31, 1998, the Company adopted SFAS No. 130,
Reporting Comprehensive Income.  This statement established
standards for reporting and display of items that affect
stockholders' equity but are not components of reported net income. 
The Company's only component of comprehensive income is foreign
currency translation adjustment.  The impact of this adoption was
not material.

NOTE 3 - INVENTORIES
       Inventories at March 31, 1998 and December 31, 1997, were:

                                                   1998     1997
                                                   (In Thousands)
Inventories Carried on LIFO Basis
  Raw Materials                                $15,243  $14,780
  Work-In-Process                                6,803    4,044
  Finished Goods                                15,432   17,207
     Total FIFO Basis                          $37,478  $36,031
  FIFO Basis in excess of LIFO Basis              (246)    (246) 
     Total LIFO Basis                          $37,232  $35,785
Inventories Carried on average cost or 
  FIFO Basis                                     4,929    5,164
     Total                                     $42,161  $40,949

       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, 1998, 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, 1998, 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 - DISCONTINUED OPERATION

       On March 3, 1998, the Company sold the facility that formerly
housed the plastic container manufacturing operation.  The plastic
container manufacturing operation was sold during the first quarter
of 1997.   The facility was sold for $4.9 million.  The Company
recorded a gain on the sale of $593,000, net of tax.  The sale of
the operation and the sale of the facility were accounted for as a
discontinued operation.  

NOTE 5 - SALE OF COMPANY
       
       On March 2, 1998, the Company entered into a definitive
agreement for a cash merger with Huhtamaki, Oy, a worldwide food
and packaging company based in Finland.  Simultaneous with the
merger, the Company will distribute, as a partial redemption of
outstanding Company stock, its flexible packaging business to
existing shareholders, forming a new public company.  The flexible
packaging business will consist of the operations conducted in
Akron, Ohio, San Leandro, California, and the Styrotech sleeve
label machine operation.  Shareholders will receive $11.00  per
share in cash and one-half share of stock of the new corporation in
exchange for each share of the Company.  The transaction, which is
subject to various regulatory and shareholder approvals, is
expected to close in the third quarter.
ITEM 2.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                      AND FINANCIAL CONDITION

Sale of Company

    On March 2, 1998, the Company entered into a definitive
agreement for a cash merger with Huhtamaki, Oy, a worldwide food
and packaging company based in Finland.  Simultaneous with the
merger, the Company will distribute, as a partial redemption of
outstanding Company stock, its flexible packaging business to
existing shareholders, forming a new public company.  The
flexible packaging business will consist of the operations
conducted in Akron, Ohio, San Leandro, California, and the
Styrotech sleeve label machine operation.  Shareholders will
receive $11.00  per share in cash and one-half share of stock of
the new corporation in exchange for each share of the Company. 
The transaction, which is subject to various regulatory and
shareholder approvals, is expected to close in the third quarter.

Results of Operations

    Net sales for the first quarter of 1998 were $57.2 million
versus $62.2 million in the first quarter of 1997, a decline of
$5 million, or 8.0%.  The decline in revenue from the prior year
occurred primarily in the Company's flexible packaging operations
(as defined above).  Due to a decline in the end-market demand of
four key customers at the San Leandro, California facility
coupled with a decline in revenue at the Akron, Ohio facility
resulting from lost customers associated with the consolidation
of the Charlotte, North Carolina facility in early 1997, revenue
declined $4.2 million from the first quarter of 1997.  Sales of
the Company's Styrotech sleeve label machines declined $600,000
as compared to the first quarter 1997 due to competitive
pressures.  

    Gross profit for the first quarter of 1998 was $7.7 million
versus $8.3 million for the first quarter of 1997.  The Company's
gross margin for the quarter was 13.5% as compared to 13.4% in
1997.  Despite the significant reduction in revenue, consolidated
gross margin increased slightly due to improved manufacturing
efficiencies in most areas of the Company.  The improved
performance reflects the aggressive cost reduction measures
implemented in late 1997.  In addition, the Company experienced
significant improvement in its customer equipment leasing and
service operation.

    Selling, General and Administrative expenses were down $0.1
million from the prior year.  During the first quarter of 1998,
the Company incurred approximately $0.4 million of one-time
expenses associated with the pending merger transaction. 
Adjusting to exclude these expenses, operating SG&A expense was
down approximately 6% from the first quarter of 1997, reflecting
the full-year impact of the majority of the cost reductions
associated with the company-wide restructuring.  

    Interest expense for the first quarter was $1.4 million as
compared to $1.3 million during 1997.  Interest expense increased
primarily due to a higher average level of debt during 1998 as
compared to 1997 and a reduction in the amount of interest
capitalized.  

    During the quarter, the Company sold the facility that formerly
housed the plastic container manufacturing operation.  The
plastic container manufacturing operation was sold during the
first quarter of 1997.   The facility was sold for $4.9 million. 
The Company recorded a gain on the sale of $593,000, net of tax. 
The sale of the operation and the sale of the facility were
accounted for as a discontinued operation.  

Liquidity and Capital Resources

    Cash used in operations decreased by $0.7 million year-over-year.  
Operating income declined by $1.1 million since the first
quarter of 1997, reducing cash flow from operations.  Cash used
to fund working capital requirements decreased by $1.2 million as
compared to the first quarter of 1997 as the Company reduced the
amount of inventory and receivables at its flexible packaging
facilities.  During the first quarter of 1997, $1.4 million of
cash was used by the discontinued operation.  This use did not
recur in 1998.  During the first quarter, the Company invested
$7.3 million in new equipment, an increase from 1997 when the
Company expended $3.9 million.  A majority of the capital
expenditures were in the Company's paperboard packaging
operations with the largest project consisting of a new state-of-the-art 
lithographic printing press that is being installed in
the Fulton, New York rigid paperboard facility.  The press is
expected to be substantially complete and operational by the end
of the second quarter.  The press is expected to result in
substantial future cost savings to the Company due to a
significant reduction in outsourced litho printing.  During the
quarter, the Company sold a former manufacturing facility in Los
Angeles, California as well as several other idle pieces of
manufacturing equipment.  

    To fund the cash used in the operation, the Company borrowed an
additional $3.3 million on its revolving loan, increasing the
balance to $12.5 million at March 31.  Total debt outstanding
increased $1.8 million since December 31, 1997.  The Company has
$17.5 million available under its working capital facility which
is expected to be sufficient to cover operating necessities until
consummation of the merger.  

    Pursuant to its debt agreements, the Company must comply with
various financial covenants.  As of March 31, 1998, the Company
was in compliance with its financial covenants.  

Year 2000 Compliance

     The Company is currently in the process of improving its
computer systems and software applications by implementing a new
enterprise-wide software system.  Since the inception of the
project in 1996, the Company has expended approximately $6.5
million, $1.5 million of which has been charged to operations. 
The system is currently in operation at three of the Company's
five domestic locations.  The Company has plans to implement the
software at the remaining two domestic facilities during 1998 and
at its Australian facility during 1999.  The remaining costs
associated with implementing the system at these facilities is
expected to be approximately $750,000, substantially all of which
is expected to be capitalized.  In addition to expanded
management information reporting and other operational
improvements, the new software system will allow the Company to
correctly record yearly dates for year 2000 and beyond.

New Accounting Pronouncement

    In June 1997, the Financial Accounting Standards Board (FASB) 
issued SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information.  In February 1998, the FASB also issued
SFAS No. 132, Employers' Disclosures about Pension and Other
Postretirement Benefits.  These pronouncements expand the
disclosure requirements of the Company and are required to be
adopted no later than December 31, 1998.  The Company does not
expect to adopt these pronouncements prior the merger.
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
  
                  During the preceding 90-day period, the Company 
            has not had a submission of a matter for the vote of
            security holders.  It is expected that during the 
            second quarter of 1998, the Company will distribute a
            definitive proxy statement and combined prospectus for
            the new flexible packaging company, as described
            elsewhere in this Form 10-Q, to its shareholders. 
            Shareholders will be asked to consider and vote upon
            the proposed transaction.
  
  
  
  Item 5.)  Other Materially Important Events
  
                  On March 2, 1998, the Company entered into a
            definitive agreement for the sale of the Company.  See
            Item 2, Management's Discussion and Analysis of
            Operations and Financial Condition.  
  
  
  Item 6.)  Exhibits and Reports on Form 8-K
               
                  On March 2, 1998, the Company filed Form 8-K which
            disclosed that several of the Company's shareholders had
            entered in to an irrevocable proxy and stock option
            agreement in conjunction with the definitive agreement
            for sale of the company.  Pursuant to the proxy
            agreement, the shareholders, who collectively control
            approximately 40% of the Company's outstanding shares,
            granted a proxy to principals of Huhtamaki, Oy, to vote
            in favor of the merger and other related matters.  The
            Form 8-K also disclosed that the Company had entered into
            a definitive agreement for the sale of the Company. 
            Filed as exhibits to the Form 8-K were the merger
            agreement, the proxy agreement, and the press release
            which discussed the transaction.
  
  
  
                   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 14, 1998                    /s/ Charles F. Marcy    
                                       By: Charles F. Marcy
                                           President & C.E.O.
  
  
  
  
  Date:     May 14, 1998                   /s/ John T. Carper       
                                       By: John T. Carper
                                           Senior Vice President 
                                           & C.F.O.