As filed with the Securities and Exchange Commission on February
15, 1996.
                                      Registration No. 33-_______
                                                                  
   

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                          Registration Statement

                     Under the Securities Act of 1933

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

          DELAWARE                                16-0876812      
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)             Identification No.)

    7101 College Boulevard    Overland Park, Kansas    66210-1891 

      (Address of Principal Executive Offices)         (Zip Code)

                       SEALRIGHT LONG TERM SAVINGS PLAN           
 
                         (Full title of the plan)

                              John T. Carper
                            Sealright Co., Inc.
                          7101 College Boulevard
                        Overland Park, Kansas 66210               
   
                  (Name and address of agent for service)

                               (913) 344-9000                     
   
    (Telephone number, including area code, of agent for service)
<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>
                           Proposed     Proposed
                           maximum      maximum
Title of        Amount     offering     aggregate     Amount of
securities to   to be      price per    offering      registration
be registered  registered  share 1<F1>    price           fee
<S>             <C>        <C>        <C>              <C>
Common Stock    500,000    $10.0625   $5,031,250.00    $1,735.00
$1.00 par       shares 2<F2>
  value 


     In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the Plan described herein.

<FN>
<F1>
1 Calculated pursuant to Rule 457(h) of the Securities Act of
1933, as amended, solely for the purpose of determining the
registration fee, based upon the average of the high and low
prices for the registrant's common stock on February 12, 1995.

<F2>
2  Plus such additional shares as may be issued pursuant to anti-
dilution provisions.
</FN>
</TABLE>
                              PART II


                                     
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Sealright Co., Inc.
(the "Company") with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
     
          (1)  The Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994, filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934
          (the "1934 Act").
          
          (2)  The Company's Quarterly Reports on Form 10-Q for
          the fiscal quarters ended March 31, 1995, June 30, 1995
          and September 30, 1995.  

          (3)  The description of the Company's Common Stock
          which is contained in the Company's Registration
          Statement on Form 8-A filed under the 1934 Act, on
          July 22, 1986, incorporating by reference the
          description contained in Amendment No. 2 to the
          Company's Registration Statement on Form S-1 (SEC File
          No. 33-3508).

          All documents subsequently filed by the Company and the
Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing thereof.


Item 4.   Description of Securities.

          The securities to be offered are registered under
Section 12 of the 1934 Act.


Item 5.   Interest of Named Experts and Counsel.

          Partners of Bryan Cave LLP, the firm whose opinion is
contained in Exhibit 5, owned as of January 31, 1996, 59,050
shares of the Company's Common Stock.


Item 6.   Indemnification of Directors and Officers.

          The Company is a Delaware Corporation.  Section 145 of
the General Corporation Law of the State of Delaware provides for
the indemnification by a corporation of its officers and
directors as follows:

          145.  INDEMNIFICATION OF OFFICERS, DIRECTORS,
     EMPLOYEES AND AGENTS; INSURANCE.  (a) A corporation may
     indemnify any person who was or is a party or is
     threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or
     investigative (other than an action by or in the right
     of the corporation) by reason of the fact that he is or
     was a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses (including
     attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he
     acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to
     believe his conduct was unlawful.  The termination of
     any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo
     contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in
     good faith and in a manner which he reasonably believed
     to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action
     or proceeding, had reasonable cause to believe that his
     conduct was unlawful.

          (b)  A corporation may indemnify any person who was or
     is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the corporation to procure a judgment in its favor
     by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving
     at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against expenses
     (including attorneys' fees) actually and reasonably incurred
     by him in connection with the defense or settlement of such
     action or suit if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue
     or matter as to which such person shall have been adjudged
     to be liable to the corporation unless and only to the
     extent that the Court of Chancery or the court in which such
     action or suit was brought shall determine upon application
     that, despite the adjudication of liability but in view of
     all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee
     or agent of a corporation has been successful on the merits
     or otherwise in defense of any action, suit or proceeding
     referred to in subsections (a) and (b) of this section, or
     in defense of any claim, issue or matter therein, he shall
     be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection
     therewith.

          (d)  Any indemnification under subsections (a) and (b)
     of this section (unless ordered by a court) shall be made by
     the corporation only as authorized in the specific case upon
     a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances
     because he has met the applicable standard of conduct set
     forth in subsections (a) and (b) of this section.  Such
     determination shall be made (1) by a majority vote of the
     directors who were not parties to such action, suit or
     proceeding, even though less than a quorum, or (2) if there
     are no such directors, or if such directors so direct, by
     independent legal counsel in a written opinion, or (3) by
     the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by
     an officer or director in defending any civil, criminal,
     administrative or investigative action, suit or proceeding
     may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt
     of an undertaking by or on behalf of such director or
     officer to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the
     corporation as authorized in this section.  Such expenses
     (including attorneys' fees) incurred by other employees and
     agents may be so paid upon such terms and conditions, if
     any, as the board of directors deems appropriate.

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other subsections
     of this section shall not be deemed exclusive of any other
     rights to which those seeking indemnification or advancement
     of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise,
     both as to action in his official capacity and as to action
     in another capacity while holding such office.

          (g)  A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a
     director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against him and incurred by
     him in any such capacity, or arising out of his status as
     such, whether or not the corporation would have the power to
     indemnify him against such liability under this section.

          Reference is made to Paragraph 12 of the Certificate of
Incorporation, as amended, of Sealright Co., Inc., filed as
Exhibit 3(a) to the Company's Form 10-K for the year ended
December 31, 1987 (File No. 0-14825)) filed with the Commission
regarding indemnification of directors and officers under certain
circumstances.

          The Company maintains directors' and officers'
liability insurance.


Item 7.   Exemption from Registration Claimed.

          Not applicable.


Item 8.   Exhibits.

          Reference is made to the Exhibit Index.
          
          The Registrant undertakes that it has submitted the
Plan and all prior amendments, and will submit all future
amendments, to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.

          
Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement;

                    (i)  To include any prospectus required by
               section 10(a)(3) of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts
               or events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in the
               registration statement;

                    (iii)   To include any material information
               with respect to the plan of distribution not
               previously disclosed in the registration statement
               or any material change to such information in the
               registration statement.

          Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the registration statement
          is on Form S-3, Form S-8, or Form F-3, and the
          information required to be included in the post-
          effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the
          Commission by the registrant pursuant to Section 13 or
          Section 15(d) of Securities Exchange Act of 1934 that
          are incorporated by reference in the registration
          statement.

               (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

               (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

          (b)  The undersigned registrant hereby undertakes that,
     for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable,
     each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of
     1934) that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or
     paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being
     registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the
     questions whether such indemnification by it is against
     public policy as expressed in the Act and will be governed
     by the final adjudication of such issue.
<PAGE>
                         SIGNATURES

          The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Johnson, State of
Kansas on February 15, 1996.


                              SEALRIGHT CO., INC.


                              By:   /s/ Charles F. Marcy          
                                    Charles F. Marcy, President



          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on February 15,
1996.

     Signature                               Title


  /s/ Charles F. Marcy                       President, Chief 
Charles F. Marcy                             Executive Officer
                                             and Director



  /s/ G. Kenneth Baum                        Director
G. Kenneth Baum


  /s/ D. Patrick Curran                      Director
D. Patrick Curran


  /s/ Frederick O. DeSieghardt               Director
Frederick O. DeSieghardt


  /s/ Robert F. Hagans                       Director
Robert F. Hagans
<PAGE>
     Signature                               Title


  /s/ Marvin W. Ozley                        Director
Marvin W. Ozley



                                             Director
Arthur R. Schulze


  /s/ Charles A. Sullivan                    Director
Charles A. Sullivan


  /s/ William D. Thomas                      Director
William D. Thomas


  /s/ John T. Carper                         Vice President 
John T. Carper                               Finance,
                                             Chief Financial      
                                             Officer,             
                                             Chief Accounting     
                                             Officer and
                                             Treasurer




          The Plan.  Pursuant to the requirements of the
Securities Act of 1933, the Plan has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Johnson,
State of Kansas, on February 15, 1996.

                         SEALRIGHT LONG TERM SAVINGS PLAN


                                  
                         By:  /s/ John T. Carper                 
                              Plan Administrator
                              Sealright Long Term Savings Plan

<PAGE>
                               EXHIBIT INDEX


Exhibit
Number              Description                              Page

4.1                 Articles of Incorporation, as amended, of
                    Sealright Co., Inc. (Incorporated by
                    reference from Exhibit 3(a) to Form 10-K
                    for year ended December 31, 1987
                    (File No. 0-14825))

4.2                 Amended and Restated Bylaws, dated
                    February 17, 1988, of Sealright Co., Inc.
                    (Incorporated by Reference from Exhibit 3(b)
                    to Form 10-K for year ended December 31,
                    1987 (File No. 0-14825))

5                   Opinion of Bryan Cave LLP

23.1                Consent of Arthur Andersen & Co.

23.2                Consent of Bryan Cave LLP
                    (contained in Exhibit 5)

24                  Power of Attorney


Document #192691.04
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19847}]
{"company-data": {"conformed-name": "SEALRIGHT COMPANY INC", "cik": "0000712964", "assigned-sic": "2650", "irs-number": "160876812", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00979", "film-number": "96522089"}, "business-address": {"street1": "7101 COLLEGE BLVD", "street2": "STE 1400", "city": "OVERLAND PARK", "state": "KS", "zip": "66210-1891", "phone": "9133449000"}, "mail-address": {"street1": "7101 COLLEGE BLVD", "street2": "SUITE 1400", "city": "OVERLAND PARK", "state": "KS", "zip": "66210"}}
As filed with the Securities and Exchange Commission on February
15, 1996.
                                      Registration No. 33-_______
                                                                  
   

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                          Registration Statement

                     Under the Securities Act of 1933

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

          DELAWARE                                16-0876812      
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)             Identification No.)

    7101 College Boulevard    Overland Park, Kansas    66210-1891 

      (Address of Principal Executive Offices)         (Zip Code)

                       SEALRIGHT LONG TERM SAVINGS PLAN           
 
                         (Full title of the plan)

                              John T. Carper
                            Sealright Co., Inc.
                          7101 College Boulevard
                        Overland Park, Kansas 66210               
   
                  (Name and address of agent for service)

                               (913) 344-9000                     
   
    (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                           maximum      maximum
Title of        Amount     offering     aggregate     Amount of
securities to   to be      price per    offering      registration
be registered  registered  share 1
price           fee
Common Stock    500,000    $10.0625   $5,031,250.00    $1,735.00
$1.00 par       shares 2
value 

     In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the Plan described herein.
1 Calculated pursuant to Rule 457(h) of the Securities Act of
1933, as amended, solely for the purpose of determining the
registration fee, based upon the average of the high and low
prices for the registrant's common stock on February 12, 1995.
2  Plus such additional shares as may be issued pursuant to anti-
dilution provisions.
PART II

                                     
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Sealright Co., Inc.
(the "Company") with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
     
          (1)  The Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1994, filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934
          (the "1934 Act").
          
          (2)  The Company's Quarterly Reports on Form 10-Q for
          the fiscal quarters ended March 31, 1995, June 30, 1995
          and September 30, 1995.  

          (3)  The description of the Company's Common Stock
          which is contained in the Company's Registration
          Statement on Form 8-A filed under the 1934 Act, on
          July 22, 1986, incorporating by reference the
          description contained in Amendment No. 2 to the
          Company's Registration Statement on Form S-1 (SEC File
          No. 33-3508).

          All documents subsequently filed by the Company and the
Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing thereof.

Item 4.   Description of Securities.

          The securities to be offered are registered under
Section 12 of the 1934 Act.

Item 5.   Interest of Named Experts and Counsel.

          Partners of Bryan Cave LLP, the firm whose opinion is
contained in Exhibit 5, owned as of January 31, 1996, 59,050
shares of the Company's Common Stock.

Item 6.   Indemnification of Directors and Officers.

          The Company is a Delaware Corporation.  Section 145 of
the General Corporation Law of the State of Delaware provides for
the indemnification by a corporation of its officers and
directors as follows:

          145.  INDEMNIFICATION OF OFFICERS, DIRECTORS,
     EMPLOYEES AND AGENTS; INSURANCE.  (a) A corporation may
     indemnify any person who was or is a party or is
     threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or
     investigative (other than an action by or in the right
     of the corporation) by reason of the fact that he is or
     was a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses (including
     attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he
     acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to
     believe his conduct was unlawful.  The termination of
     any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo
     contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in
     good faith and in a manner which he reasonably believed
     to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action
     or proceeding, had reasonable cause to believe that his
     conduct was unlawful.

          (b)  A corporation may indemnify any person who was or
     is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the
     right of the corporation to procure a judgment in its favor
     by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving
     at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise against expenses
     (including attorneys' fees) actually and reasonably incurred
     by him in connection with the defense or settlement of such
     action or suit if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best
     interests of the corporation and except that no
     indemnification shall be made in respect of any claim, issue
     or matter as to which such person shall have been adjudged
     to be liable to the corporation unless and only to the
     extent that the Court of Chancery or the court in which such
     action or suit was brought shall determine upon application
     that, despite the adjudication of liability but in view of
     all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee
     or agent of a corporation has been successful on the merits
     or otherwise in defense of any action, suit or proceeding
     referred to in subsections (a) and (b) of this section, or
     in defense of any claim, issue or matter therein, he shall
     be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection
     therewith.

          (d)  Any indemnification under subsections (a) and (b)
     of this section (unless ordered by a court) shall be made by
     the corporation only as authorized in the specific case upon
     a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances
     because he has met the applicable standard of conduct set
     forth in subsections (a) and (b) of this section.  Such
     determination shall be made (1) by a majority vote of the
     directors who were not parties to such action, suit or
     proceeding, even though less than a quorum, or (2) if there
     are no such directors, or if such directors so direct, by
     independent legal counsel in a written opinion, or (3) by
     the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by
     an officer or director in defending any civil, criminal,
     administrative or investigative action, suit or proceeding
     may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt
     of an undertaking by or on behalf of such director or
     officer to repay such amount if it shall ultimately be
     determined that he is not entitled to be indemnified by the
     corporation as authorized in this section.  Such expenses
     (including attorneys' fees) incurred by other employees and
     agents may be so paid upon such terms and conditions, if
     any, as the board of directors deems appropriate.

          (f)  The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other subsections
     of this section shall not be deemed exclusive of any other
     rights to which those seeking indemnification or advancement
     of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise,
     both as to action in his official capacity and as to action
     in another capacity while holding such office.

          (g)  A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a
     director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against him and incurred by
     him in any such capacity, or arising out of his status as
     such, whether or not the corporation would have the power to
     indemnify him against such liability under this section.

          Reference is made to Paragraph 12 of the Certificate of
Incorporation, as amended, of Sealright Co., Inc., filed as
Exhibit 3(a) to the Company's Form 10-K for the year ended
December 31, 1987 (File No. 0-14825)) filed with the Commission
regarding indemnification of directors and officers under certain
circumstances.

          The Company maintains directors' and officers'
liability insurance.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          Reference is made to the Exhibit Index.
          
          The Registrant undertakes that it has submitted the
Plan and all prior amendments, and will submit all future
amendments, to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.

          
Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement;

                    (i)  To include any prospectus required by
               section 10(a)(3) of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts
               or events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in the
               registration statement;

                    (iii)   To include any material information
               with respect to the plan of distribution not
               previously disclosed in the registration statement
               or any material change to such information in the
               registration statement.

          Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the registration statement
          is on Form S-3, Form S-8, or Form F-3, and the
          information required to be included in the post-
          effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the
          Commission by the registrant pursuant to Section 13 or
          Section 15(d) of Securities Exchange Act of 1934 that
          are incorporated by reference in the registration
          statement.

               (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

               (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

          (b)  The undersigned registrant hereby undertakes that,
     for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable,
     each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of
     1934) that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or
     paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being
     registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the
     questions whether such indemnification by it is against
     public policy as expressed in the Act and will be governed
     by the final adjudication of such issue.
SIGNATURES

          The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Johnson, State of
Kansas on February 15, 1996.

                              SEALRIGHT CO., INC.

                              By:   /s/ Charles F. Marcy          
                                    Charles F. Marcy, President

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on February 15,
1996.

     Signature                               Title

  /s/ Charles F. Marcy                       President, Chief 
Charles F. Marcy                             Executive Officer
                                             and Director

  /s/ G. Kenneth Baum                        Director
G. Kenneth Baum

  /s/ D. Patrick Curran                      Director
D. Patrick Curran

  /s/ Frederick O. DeSieghardt               Director
Frederick O. DeSieghardt

  /s/ Robert F. Hagans                       Director
Robert F. Hagans
Signature                               Title

  /s/ Marvin W. Ozley                        Director
Marvin W. Ozley

                                             Director
Arthur R. Schulze

  /s/ Charles A. Sullivan                    Director
Charles A. Sullivan

  /s/ William D. Thomas                      Director
William D. Thomas

  /s/ John T. Carper                         Vice President 
John T. Carper                               Finance,
                                             Chief Financial      
                                             Officer,             
                                             Chief Accounting     
                                             Officer and
                                             Treasurer

          The Plan.  Pursuant to the requirements of the
Securities Act of 1933, the Plan has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Johnson,
State of Kansas, on February 15, 1996.

                         SEALRIGHT LONG TERM SAVINGS PLAN

                                  
                         By:  /s/ John T. Carper                 
                              Plan Administrator
                              Sealright Long Term Savings Plan
EXHIBIT INDEX

Exhibit
Number              Description                              Page

4.1                 Articles of Incorporation, as amended, of
                    Sealright Co., Inc. (Incorporated by
                    reference from Exhibit 3(a) to Form 10-K
                    for year ended December 31, 1987
                    (File No. 0-14825))

4.2                 Amended and Restated Bylaws, dated
                    February 17, 1988, of Sealright Co., Inc.
                    (Incorporated by Reference from Exhibit 3(b)
                    to Form 10-K for year ended December 31,
                    1987 (File No. 0-14825))

5                   Opinion of Bryan Cave LLP

23.1                Consent of Arthur Andersen & Co.

23.2                Consent of Bryan Cave LLP
                    (contained in Exhibit 5)

24                  Power of Attorney

Document #192691.04