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, 1997 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, 1997, Sealright Co., Inc. had 11,071,991 shares of
Common Stock outstanding.  The market value of stock held by non-affiliates 
is approximately $68.4 million.


               SEALRIGHT CO., INC. AND SUBSIDIARIES

                              FORM 10-Q

                             MAY 15, 1997




                   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, 1996.




<PAGE>
                SEALRIGHT CO., INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF OPERATIONS
      FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1997 and 1996
                (In Thousands Except Per Share Data)
                             (Unaudited)

                                        1997               1996   
Net Sales                              $62,200           $ 63,553 
Cost of Goods Sold                      53,898             53,837 
Gross Profit                             8,302              9,716  

SG&A Expenses                            8,264              8,795  
Other Expenses                             249                234
Net Restructuring Expense (Gain)          (615)             1,629
Operating Income (Loss) from
 Continuing Operations                     404               (942)

Interest Expense                         1,249              1,350  

Loss from Continuing Operations 
  Before Income Taxes                     (845)            (2,292) 

 Income Taxes                             (348)              (887)

Loss from Continuing Operations          ($497)           ($1,405)

Discontinued Operation, net of tax 
 Operating Loss                             -                (486)
 Gain on Disposal                           54                  - 

Net Loss                                 ($443)           ($1,891)

Net Loss Per Share:
 From Continuing Operations            $(0.04)            $ (0.13)
 From Discontinued Operation           $ 0.00             $ (0.04)
Net Loss Per Share                     $(0.04)            $ (0.17)

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

<PAGE>
                     SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1997 and DECEMBER 31, 1996
                                (In Thousands)
 
                                          March 31, 1997    December 31, 1996
                                           (Unaudited)

                                    ASSETS
Current Assets
  Cash                                     $    132         $     264 
  Accounts receivable                        29,211            23,173
  Inventory                                  41,048            36,635
  Income tax receivable                       4,894             4,800
  Prepaid expenses                            1,227             1,121
  Other current assets                        1,805               922
       Total current assets                  78,317            66,915

Property, Plant & Equipment                 236,796           241,770
  Accumulated Depreciation                 (107,192)         (105,517)
Property, Plant and Equipment, net          129,604           136,253

Goodwill, net                                 5,597             5,701
Other intangibles, net                        5,501             5,645
Prepaid pension                               2,741             2,682
Other                                            69                76
Net assets of discontinued operation              0             6,013
Total Assets                               $221,829          $223,285

<PAGE>
                    SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1997 and DECEMBER 31, 1996
                                (In Thousands)
 

                                           March 31, 1997 December 31, 1996
                                            (Unaudited)

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Current portion of long-term debt         $  6,200          $  6,200
 Accounts payable                            17,217            12,862 
 Accrued vacation                             2,449             2,543
 Accrued workers' compensation reserve        2,460             2,646
 Restructuring liability                        706             1,555
 Other accrued liabilities                    6,918             5,326
      Total current liabilities              35,950            31,132

Restructuring liability                         225               300
Long term debt                               75,250            81,800
Post-retirement liability                     2,287             2,240

Pension liability                             1,973             1,973
Deferred income taxes                        14,618            13,871
Total liabilities                           130,303           131,316

Common stock, par value $0.10,
 shares authorized:  20,000,000; shares
 issued and outstanding:  11,071,991 
 at March 31, 1997 and December 31, 1996      1,107             1,107
Additional paid-in capital                   14,911            14,911
Retained earnings                            75,766            76,209
Minimum pension liability adjustment           (258)             (258)
Total stockholders' equity                   91,526            91,969

Total liabilities and stockholders' equity $221,829         $ 223,285

<PAGE>
                    SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
      FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1997 and MARCH 31, 1996
                                (In Thousands)
                                 (Unaudited)
       
                                                     1997         1996
Cash Flows from Operating Activities
Net Loss                                            $  (443)     $(1,891)
Adjustments to reconcile net loss to 
   net cash provided (used) by 
   continuing operations:
     (Gain)loss from discontinued operation             (54)         486 
   Depreciation & amortization                        5,061        4,531
   Deferred income taxes                                752       (1,216)
   LIFO provision                                       173          332
   Gain on disposal of assets                          (715)           0
   Changes in assets and liabilities:
         Accounts Receivable                         (6,038)      (8,132)
         Inventory                                   (4,586)      (2,620)
         Accounts Payable                             4,355        8,850
      Restructuring Liability                          (924)      (1,063)
         Other                                        2,125       (1,998) 
   Total adjustments                                $   149      $  (830)
   Net cash used by 
    continuing operations                              (294)      (2,721)
   Net cash used by discontinued
      operation                                      (1,358)        (427)

     Net cash used by operating activities           (1,652)      (3,148)

Cash Flows from Investing Activities
    Capital expenditures                            $(3,925)     $(3,108)
    Capital expenditures of discontinued operation        0       (1,812)
    Proceeds from sale of assets                     11,995            0 

       Net cash provided (used) by
         investing activities                       $ 8,070      $(4,920)

<PAGE>
                    SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
      FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1997 and MARCH 31, 1996
                                (In Thousands)
                                 (Unaudited)
       
                                                     1997         1996

Cash Flows from Financing Activities
    Borrowings (Repayments) under bank credit
      agreement                                     $(5,000)     $ 5,500
    Repayments of long-term obligations              (1,550)      (1,550)
    Dividends paid                                        0       (1,329)
       Net cash provided (used) by
         financing activities                       $(6,550)     $ 2,621

Net decrease in cash                                $ (132)      $(5,447)     
   
Cash at beginning of period                         $   264      $ 6,017
Cash at end of period                               $   132      $   570


<PAGE>

                SEALRIGHT CO., INC. AND SUBSIDIARIES

                           MARCH 31, 1997

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

NOTE 2 - ACCOUNTING PRINCIPLES AND POLICIES
       The accompanying financial statements have been prepared
consistent with the accounting principles and policies described
more fully in Note 1 of the Company's Annual Report for the year
ended December 31, 1996.

NOTE 3 - INVENTORIES
       Inventories at March 31, 1997 and December 31, 1996, were:

                                                   1997     1996
                                                   (In Thousands)
Inventories Carried on LIFO Basis
    Raw Materials                                 $13,405  $11,337
    Work-In-Process                                 5,279    4,719
    Finished Goods                                 15,543   15,005
                                                  $34,227  $31,061
    LIFO Reserve                                     (754)    (581)
Inventories Carried on LIFO Basis                 $33,473  $30,480
Inventories Carried on Average or FIFO Basis        7,575    6,155
                                                  $41,048  $36,635

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, 1997, 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, 1997, are estimates based on management's
knowledge of the Company's production cycle, the costs associated
with this cycle and the sales and purchasing volume of the Company.

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

                                                    1997     1996
       Interest Paid (Net of Amount Capitalized)  $ 1,422  $ 1,359
       Income Taxes Paid                               60       25



<PAGE>

ITEM 2.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                      AND FINANCIAL CONDITION



Results of Operations

    Net sales for the first quarter of 1997 were $62.2 million versus
$63.6 million in the first quarter of 1996.  Overall, sales declined
2%, or $1.4 million, from the prior year.  All historical financial
information has been adjusted to present the plastic container
business that was sold during the first quarter of 1997 as a
discontinued operation.  In the Company's dairy packaging market,
which includes frozen dairy desserts, unit sales increased
approximately 12 percent over last year while dollar sales increased
approximately two percent.  The reduction in revenue per unit reflects
the pricing erosion sustained in this market year over year.  Over the
last 12 months, the Company has secured a substantial portion of this
market under multi-year sole-source supply contracts, protecting the
Company's leadership position in frozen dairy desserts.

    In the Company's food and beverage packaging market, sales revenue
fell $2.7 million from the first quarter of 1996.  This decline is due 
to manufacturing capacity constraints resulting from the Akron
facility consolidation that resulted in a backlog of approximately
$2.0 million.  In addition, the Company discontinued sales to certain
non-strategic customers.  Sales at the Company's Australian facility
were up $700,000 over the prior year as this location continues its
expansion into the beverage labeling market in Australia.  

    First quarter gross profit was $8.3 million, a decline of $1.4
million from the first quarter 1996.  Gross margin for the quarter was
13.3% versus 15.3% last year.  The primary reason for the decline
during the quarter was production inefficiencies resulting from the
Charlotte-to-Akron consolidation.  These inefficiencies, coupled with
the temporary decline in capacity, reduced gross profit by an
estimated $1.3 million in the first quarter of 1997.  The Akron
consolidation is substantially complete and the Akron facility is
expected to achieve projected operating and profit targets by the end
of the second quarter.   The gross margin at the San Leandro,
California flexible-packaging facility and the Fulton, New York
paperboard-packaging facility improved considerably since last year. 
Both of these facilities were the focus of consolidation and
reorganization efforts during the first and second quarters last year.

    First quarter Selling, General and Administrative expenses were
$8.3 million which compares favorably to last year's expense of $8.8
million.  SG&A expenses represented 13.3% of sales this year versus
13.8% last year.  SG&A expenses continue to decline from last year due
to headcount reductions resulting from the companywide consolidation
and reorganization coupled with tight cost controls.

    During the quarter, the Company sold the plastic-manufacturing
operation.  This business was accounted for as a discontinued
operation at December 31, 1996 and the expected operating loss through
the date of sale and the loss on the sale were provided for at year-end.  
The Company's actual loss on an after-tax basis of $54,000, was
less than provided for at December 31, 1996 and is reflected as a gain
from discontinued operation.  

    The Company also sold two idle facilities in Kansas City, Missouri
during the first quarter of 1997.  A gain of approximately $700,000
was recorded as a credit to restructuring expense.  These facilities
formerly housed the research-and-development and machine manufacturing
operations.  These operations were transferred to the Company's
DeSoto, Kansas facility during 1996 as part of the companywide
restructuring.  Restructuring expenses related to the Charlotte-to-Akron 
consolidation were less than $100,000 during the quarter.  Last
year the Company incurred restructuring expenses of $1.6 million
during the first quarter related to the DeSoto-to-Fulton
consolidation.  

    Interest expense for the quarter was $1.25 million which is down
from last year's expense of $1.35 million.  The reduction in interest
expense is primarily attributed to a reduction in higher-cost fixed-rate 
term debt towards lower-cost floating-rate bank debt coupled with
a $6.1 million reduction in the amount of total debt outstanding. 
Interest capitalized into the cost of fixed assets was $119,000 during
the first quarter of  1997 versus $155,000 during the first quarter of
1996.

<PAGE>
Liquidity and Capital Resources

    Cash used in operations declined approximately $1.5 million year-
over-year due primarily to the reduction in net loss in the first
quarter of 1997 versus 1996.  Offsetting this improvement, however,
was a significant increase in cash used by the plastic-container 
business during the quarter of approximately $1.4 million.  This
operation was sold on March 3, 1997.  The cash used by this operation
consisted primarily of operating losses sustained during January and
February.  The sale of this business for approximately $9.0 million
plus proceeds from the sale of the two Kansas City, Missouri,
facilities resulted in approximately $12.0 million of cash proceeds
during the quarter.  These proceeds were used to reduce bank debt by
$5.0 million as well as make a $1.6 million scheduled principal
repayment on the Company's term debt during the quarter.  At March 31,
1997, the Company had $25 million available under its $30 million line
of credit.  This facility is expected to be adequate to meet working
capital and investment needs for the foreseeable future.
  
  
    Pursuant to its debt agreements, the Company must comply with
various financial covenants.  During the first quarter, the
Company was granted a modification to the fixed charge coverage
ratio of these debt agreements for 1997.  As of March 31, 1997,
the Company was in compliance with the modified fixed charge
coverage covenant.  


New Accounting Pronouncement

    In February 1997, the Financial Accounting Standards Board
issued SFAS No. 128, Earnings Per Share, and SFAS No. 129,
Disclosure of Information about Capital Structure.  These
statements require the Company to disclose the impact to earnings
per share resulting from financial instruments that may be
dilutive if converted into common stock as well as disclose the
terms and provisions of potentially dilutive instruments.  The
Company intends to adopt these pronouncements as of December 31,
1997, but does not expect adoption will result in a material
impact to reported earnings per share.  
  


  
  
  
                  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
  
                                                      
                 None
  
  <PAGE>
  
  
                 SALES OF UNREGISTERED SECURITIES
  
  
  
  
                               None
  
  
  
  
  
    <PAGE>
  
  
  
                            SIGNATURES
  
  
  
     Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned thereunto duly authorized.
  
  
  
  
  
  
                                             SEALRIGHT CO., INC.
  
  
  
  
  Date:     May 15, 1997                    /s/ Charles F. Marcy    
                                            By: Charles F. Marcy
                                            President & C.E.O.
  
  
  
  
  Date:     May 15, 1997                   /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, 1997 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, 1997, Sealright Co., Inc. had 11,071,991 shares of
Common Stock outstanding.  The market value of stock held by non-affiliates 
is approximately $68.4 million.

               SEALRIGHT CO., INC. AND SUBSIDIARIES

                              FORM 10-Q

                             MAY 15, 1997

                   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, 1996.
SEALRIGHT CO., INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF OPERATIONS
      FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1997 and 1996
                (In Thousands Except Per Share Data)
                             (Unaudited)

                                        1997               1996   
Net Sales                              $62,200           $ 63,553 
Cost of Goods Sold                      53,898             53,837 
Gross Profit                             8,302              9,716  

SG&A Expenses                            8,264              8,795  
Other Expenses                             249                234
Net Restructuring Expense (Gain)          (615)             1,629
Operating Income (Loss) from
 Continuing Operations                     404               (942)

Interest Expense                         1,249              1,350  

Loss from Continuing Operations 
  Before Income Taxes                     (845)            (2,292) 

 Income Taxes                             (348)              (887)

Loss from Continuing Operations          ($497)           ($1,405)

Discontinued Operation, net of tax 
 Operating Loss                             -                (486)
 Gain on Disposal                           54                  - 

Net Loss                                 ($443)           ($1,891)

Net Loss Per Share:
 From Continuing Operations            $(0.04)            $ (0.13)
 From Discontinued Operation           $ 0.00             $ (0.04)
Net Loss Per Share                     $(0.04)            $ (0.17)

Average Number of Common 
 Shares Outstanding                    11,072              11,072
SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1997 and DECEMBER 31, 1996
                                (In Thousands)
 
                                          March 31, 1997    December 31, 1996
                                           (Unaudited)

                                    ASSETS
Current Assets
  Cash                                     $    132         $     264 
  Accounts receivable                        29,211            23,173
  Inventory                                  41,048            36,635
  Income tax receivable                       4,894             4,800
  Prepaid expenses                            1,227             1,121
  Other current assets                        1,805               922
       Total current assets                  78,317            66,915

Property, Plant & Equipment                 236,796           241,770
  Accumulated Depreciation                 (107,192)         (105,517)
Property, Plant and Equipment, net          129,604           136,253

Goodwill, net                                 5,597             5,701
Other intangibles, net                        5,501             5,645
Prepaid pension                               2,741             2,682
Other                                            69                76
Net assets of discontinued operation              0             6,013
Total Assets                               $221,829          $223,285
SEALRIGHT CO., INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1997 and DECEMBER 31, 1996
                                (In Thousands)
 

                                           March 31, 1997 December 31, 1996
                                            (Unaudited)

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Current portion of long-term debt         $  6,200          $  6,200
 Accounts payable                            17,217            12,862 
 Accrued vacation                             2,449             2,543
 Accrued workers' compensation reserve        2,460             2,646
 Restructuring liability                        706             1,555
 Other accrued liabilities                    6,918             5,326
      Total current liabilities              35,950            31,132

Restructuring liability                         225               300
Long term debt                               75,250            81,800
Post-retirement liability                     2,287             2,240

Pension liability                             1,973             1,973
Deferred income taxes                        14,618            13,871
Total liabilities                           130,303           131,316

Common stock, par value $0.10,
 shares authorized:  20,000,000; shares
 issued and outstanding:  11,071,991 
 at March 31, 1997 and December 31, 1996      1,107             1,107
Additional paid-in capital                   14,911            14,911
Retained earnings                            75,766            76,209
Minimum pension liability adjustment           (258)             (258)
Total stockholders' equity                   91,526            91,969

Total liabilities and stockholders' equity $221,829         $ 223,285
SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
      FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1997 and MARCH 31, 1996
                                (In Thousands)
                                 (Unaudited)
       
                                                     1997         1996
Cash Flows from Operating Activities
Net Loss                                            $  (443)     $(1,891)
Adjustments to reconcile net loss to 
   net cash provided (used) by 
   continuing operations:
     (Gain)loss from discontinued operation             (54)         486 
   Depreciation & amortization                        5,061        4,531
   Deferred income taxes                                752       (1,216)
   LIFO provision                                       173          332
   Gain on disposal of assets                          (715)           0
   Changes in assets and liabilities:
         Accounts Receivable                         (6,038)      (8,132)
         Inventory                                   (4,586)      (2,620)
         Accounts Payable                             4,355        8,850
      Restructuring Liability                          (924)      (1,063)
         Other                                        2,125       (1,998) 
   Total adjustments                                $   149      $  (830)
   Net cash used by 
    continuing operations                              (294)      (2,721)
   Net cash used by discontinued
      operation                                      (1,358)        (427)

     Net cash used by operating activities           (1,652)      (3,148)

Cash Flows from Investing Activities
    Capital expenditures                            $(3,925)     $(3,108)
    Capital expenditures of discontinued operation        0       (1,812)
    Proceeds from sale of assets                     11,995            0 

       Net cash provided (used) by
         investing activities                       $ 8,070      $(4,920)
SEALRIGHT CO., INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
      FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1997 and MARCH 31, 1996
                                (In Thousands)
                                 (Unaudited)
       
                                                     1997         1996

Cash Flows from Financing Activities
    Borrowings (Repayments) under bank credit
      agreement                                     $(5,000)     $ 5,500
    Repayments of long-term obligations              (1,550)      (1,550)
    Dividends paid                                        0       (1,329)
       Net cash provided (used) by
         financing activities                       $(6,550)     $ 2,621

Net decrease in cash                                $ (132)      $(5,447)     
   
Cash at beginning of period                         $   264      $ 6,017
Cash at end of period                               $   132      $   570
SEALRIGHT CO., INC. AND SUBSIDIARIES

                           MARCH 31, 1997

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 2 - ACCOUNTING PRINCIPLES AND POLICIES
       The accompanying financial statements have been prepared
consistent with the accounting principles and policies described
more fully in Note 1 of the Company's Annual Report for the year
ended December 31, 1996.

NOTE 3 - INVENTORIES
       Inventories at March 31, 1997 and December 31, 1996, were:

                                                   1997     1996
                                                   (In Thousands)
Inventories Carried on LIFO Basis
    Raw Materials                                 $13,405  $11,337
    Work-In-Process                                 5,279    4,719
    Finished Goods                                 15,543   15,005
                                                  $34,227  $31,061
    LIFO Reserve                                     (754)    (581)
Inventories Carried on LIFO Basis                 $33,473  $30,480
Inventories Carried on Average or FIFO Basis        7,575    6,155
                                                  $41,048  $36,635

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, 1997, 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, 1997, are estimates based on management's
knowledge of the Company's production cycle, the costs associated
with this cycle and the sales and purchasing volume of the Company.

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

                                                    1997     1996
       Interest Paid (Net of Amount Capitalized)  $ 1,422  $ 1,359
       Income Taxes Paid                               60       25
ITEM 2.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
                      AND FINANCIAL CONDITION

Results of Operations

    Net sales for the first quarter of 1997 were $62.2 million versus
$63.6 million in the first quarter of 1996.  Overall, sales declined
2%, or $1.4 million, from the prior year.  All historical financial
information has been adjusted to present the plastic container
business that was sold during the first quarter of 1997 as a
discontinued operation.  In the Company's dairy packaging market,
which includes frozen dairy desserts, unit sales increased
approximately 12 percent over last year while dollar sales increased
approximately two percent.  The reduction in revenue per unit reflects
the pricing erosion sustained in this market year over year.  Over the
last 12 months, the Company has secured a substantial portion of this
market under multi-year sole-source supply contracts, protecting the
Company's leadership position in frozen dairy desserts.

    In the Company's food and beverage packaging market, sales revenue
fell $2.7 million from the first quarter of 1996.  This decline is due 
to manufacturing capacity constraints resulting from the Akron
facility consolidation that resulted in a backlog of approximately
$2.0 million.  In addition, the Company discontinued sales to certain
non-strategic customers.  Sales at the Company's Australian facility
were up $700,000 over the prior year as this location continues its
expansion into the beverage labeling market in Australia.  

    First quarter gross profit was $8.3 million, a decline of $1.4
million from the first quarter 1996.  Gross margin for the quarter was
13.3% versus 15.3% last year.  The primary reason for the decline
during the quarter was production inefficiencies resulting from the
Charlotte-to-Akron consolidation.  These inefficiencies, coupled with
the temporary decline in capacity, reduced gross profit by an
estimated $1.3 million in the first quarter of 1997.  The Akron
consolidation is substantially complete and the Akron facility is
expected to achieve projected operating and profit targets by the end
of the second quarter.   The gross margin at the San Leandro,
California flexible-packaging facility and the Fulton, New York
paperboard-packaging facility improved considerably since last year. 
Both of these facilities were the focus of consolidation and
reorganization efforts during the first and second quarters last year.

    First quarter Selling, General and Administrative expenses were
$8.3 million which compares favorably to last year's expense of $8.8
million.  SG&A expenses represented 13.3% of sales this year versus
13.8% last year.  SG&A expenses continue to decline from last year due
to headcount reductions resulting from the companywide consolidation
and reorganization coupled with tight cost controls.

    During the quarter, the Company sold the plastic-manufacturing
operation.  This business was accounted for as a discontinued
operation at December 31, 1996 and the expected operating loss through
the date of sale and the loss on the sale were provided for at year-end.  
The Company's actual loss on an after-tax basis of $54,000, was
less than provided for at December 31, 1996 and is reflected as a gain
from discontinued operation.  

    The Company also sold two idle facilities in Kansas City, Missouri
during the first quarter of 1997.  A gain of approximately $700,000
was recorded as a credit to restructuring expense.  These facilities
formerly housed the research-and-development and machine manufacturing
operations.  These operations were transferred to the Company's
DeSoto, Kansas facility during 1996 as part of the companywide
restructuring.  Restructuring expenses related to the Charlotte-to-Akron 
consolidation were less than $100,000 during the quarter.  Last
year the Company incurred restructuring expenses of $1.6 million
during the first quarter related to the DeSoto-to-Fulton
consolidation.  

    Interest expense for the quarter was $1.25 million which is down
from last year's expense of $1.35 million.  The reduction in interest
expense is primarily attributed to a reduction in higher-cost fixed-rate 
term debt towards lower-cost floating-rate bank debt coupled with
a $6.1 million reduction in the amount of total debt outstanding. 
Interest capitalized into the cost of fixed assets was $119,000 during
the first quarter of  1997 versus $155,000 during the first quarter of
1996.
Liquidity and Capital Resources

    Cash used in operations declined approximately $1.5 million year-
over-year due primarily to the reduction in net loss in the first
quarter of 1997 versus 1996.  Offsetting this improvement, however,
was a significant increase in cash used by the plastic-container 
business during the quarter of approximately $1.4 million.  This
operation was sold on March 3, 1997.  The cash used by this operation
consisted primarily of operating losses sustained during January and
February.  The sale of this business for approximately $9.0 million
plus proceeds from the sale of the two Kansas City, Missouri,
facilities resulted in approximately $12.0 million of cash proceeds
during the quarter.  These proceeds were used to reduce bank debt by
$5.0 million as well as make a $1.6 million scheduled principal
repayment on the Company's term debt during the quarter.  At March 31,
1997, the Company had $25 million available under its $30 million line
of credit.  This facility is expected to be adequate to meet working
capital and investment needs for the foreseeable future.
  
  
    Pursuant to its debt agreements, the Company must comply with
various financial covenants.  During the first quarter, the
Company was granted a modification to the fixed charge coverage
ratio of these debt agreements for 1997.  As of March 31, 1997,
the Company was in compliance with the modified fixed charge
coverage covenant.  

New Accounting Pronouncement

    In February 1997, the Financial Accounting Standards Board
issued SFAS No. 128, Earnings Per Share, and SFAS No. 129,
Disclosure of Information about Capital Structure.  These
statements require the Company to disclose the impact to earnings
per share resulting from financial instruments that may be
dilutive if converted into common stock as well as disclose the
terms and provisions of potentially dilutive instruments.  The
Company intends to adopt these pronouncements as of December 31,
1997, but does not expect adoption will result in a material
impact to reported earnings per share.  
  

  
  
  
                  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
  
                                                      
                 None
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 15, 1997                    /s/ Charles F. Marcy    
                                            By: Charles F. Marcy
                                            President & C.E.O.
  
  
  
  
  Date:     May 15, 1997                   /s/ John T. Carper       
                                           By: John T. Carper
                                           Senior Vice President 
                                            & C.F.O.