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                 (I.R.S. Employer
of incorporation)                            Identification No.)
                      SEALRIGHT CO., INC.
                     1995 STOCK OPTION PLAN
                      (Full title of plans)

                          John T. Carper
                       Sealright Co., Inc.
                       9201 Packaging Drive
                       DeSoto, Kansas  66018          
             (Name and address for agent of service)

                          (913) 583-3025             
                (Telephone number, including area
                   code, for agent of service)


                 CALCULATION OF REGISTRATION FEE
 Title of                  Proposed        Proposed       Amount
Securities    Amount       maximum         maximum         of
  to be       to be      offering price   aggregate     registration
registered  registered/1   per share2/   offering price    fee     

Common      700,000        $11.3125        $7,918,750    $2,399.62
Stock,
par value
$.10 per
share       
_____________________________________________________________________________

1/   Includes such additional indeterminate number of shares as may
be issuable pursuant to applicable antidilution provisions. 

2/   Calculated in accordance with the provisions of Rule 457(c)
using the average of the high and low sales price of the
Registrant's Common Stock as reported on the Nasdaq Stock Market on
July 29, 1997.

<PAGE>
                                PART I

                     INFORMATION REQUIRED IN THE
                       SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 under the Securities Act of
1933, as amended ("Securities Act"), and the Note to Part I of Form S-8.


Item 2.   Registrant Information and Employee Plan Annual Information.

          Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 under the Securities Act and the
Note to Part I of Form S-8.


                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, which previously have been filed by
Sealright Co., Inc. (the "Corporation") with the Securities and
Exchange Commission (ACommission"), are incorporated herein by
reference and made a part hereof:

          (a)  The Corporation's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996; 

          (b)  The Corporation's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1997;

          (c)  The description of the Common Stock of the Corporation
               (the "Common Stock") contained in the Corporation's
               Registration Statement on Form 8-A effective July 22,
               1986, incorporating by reference the description
               contained in Amendment No. 2 to the Corporation's
               Registration Statement on Form S-1 (SEC File No. 33-3508).

          All reports and other documents filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment hereto which indicates that all securities offered
hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.

          For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any other
subsequently filed comment which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement
in such document.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.   Description of Securities.

          The class of securities to be offered is registered under
Section 12 of the Exchange Act.  Therefore, a description of the
Common Stock required by Item 202 of Regulation S-K is not required. 


Item 5.   Interests of Named Experts and Counsel.

          Partners of Bryan Cave LLP, the firm whose opinion is
contained in Exhibit 5.1, owned as of May 31, 1997, 59,050 shares of
the Corporation's Common Stock.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware Corporation Law provides as
follows:

          "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). 
Such determination shall be made (1) by a majority vote of the
directors who are 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 by law, 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.

          "(h)  For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.

          "(i)  For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

          "(j)  The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators
of a person.

          "(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemenification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise the Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."

          The officers and directors are indemnified pursuant to
specific provisions of the Corporation's Amended and Restated
Certificate of Incorporation and Bylaws to the fullest extent
permissible under the law, subject to specific limitations imposed,
and, further, with the basic intent of not granting any indemnity in
contravention of the laws of the State of Delaware or of the United
States of America, whether as a matter of public policy or pursuant to
statutory provisions.

          Indemnification granted each officer and director covers
expenses incurred or paid by such officer or director in connection
with any claim, action, suit or proceeding, or judgment or order. 
Such indemnification excludes, however, any amounts paid or payable by
such officer or director to the Corporation unless (and only to the
extent that) the Court of Chancery or the court in which the related
action was brought, shall determine that, despite the adjudication of
liability but in view of all the circumstances of the case, such
officer or director is fairly and reasonably entitled to indemnity for
amounts the Court of Chancery or such other court shall deem proper. 


          Pursuant to the Corporation's Amended and Restated
Certificate of Incorporation, no director or shareholder of the
Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for any breach of fiduciary duty as
a director.  The Certificate further provides, however, that a
director shall be liable to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (iii) pursuant to Section 174 of the General
Corporation Law of the State of Delaware; or (iv) for any transaction
from which such director derived an improper personal benefit.  No
amendment or repeal of this provision in the Certificate may adversely
affect any right or protection of any director of the Corporation
existing at the time of such amendment or repeal for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal. 

          The Corporation may purchase and maintain, and currently
does so maintain, insurance on behalf of its directors and officers
against liability asserted against any of them and incurred by them in
such capacity, or arising out of their status as such.  

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits.

          Exhibit No.         Description

             4.1              Articles of Incorporation, as amended,
                         of Sealright Co., Inc., filed as Exhibit
                         3(a) to Form 10-K for the fiscal year ended
                         December 31, 1987, incorporated herein by
                         reference.

             4.2              Amended and Restated Bylaws dated
                         February 17, 1988, of Sealright Co., Inc.,
                         filed as Exhibit 3(b) to Form 10-K for
                         fiscal year ended December 31, 1987.

             5.1              Opinion of Counsel (relating to
                         legality of securities being registered).

            23.1              Consent of Independent Accountants.

            23.2              Consent of Counsel (included in Exhibit
                         5.1 hereto).

            24.1              Power of Attorney (included on
                         signature page).

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;

                    (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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

               (2)  That, for the purpose of determining any liability
under the Securities Act, 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, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this 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 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 Securities 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 question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

<PAGE>
                                  
                             SIGNATURES

          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
caused this Registration Statement to be signed on its behalf of the
undersigned, thereunto duly authorized, in the County of Johnson,
State of Kansas, on this 30th day of July, 1997.


                              SEALRIGHT CO., INC.



                              By /s/ Charles F. Marcy
                                   Charles F. Marcy
                               President and Chief Executive
v                              Officer



                          POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the individuals whose
signatures appear below constitute and appoint Charles F. Marcy and
John T. Carper or any of them, his true and lawful attorney in fact
and agent with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and
agent, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof. 

<PAGE>
          Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

    Signature                   Title                  Date


 /s/ Charles F. Marcy    President, Chief          July 30, 1997
Charles F. Marcy         Executive Officer
                         and Director

 /s/ John T. Carper      Senior Vice President     July 30, 1997
John T. Carper           Finance, Chief Financial
                         Officer, Chief Accounting
                         Officer and Treasurer


 /s/ G. Kenneth Baum     Director                  July 30, 1997
G. Kenneth Baum


 /s/ D. Patrick Curran   Director                  July 30, 1997
D. Patrick Curran


 /s/Frederick O DeSieghardt Director               July 30, 1997
Frederick O. DeSieghardt


 /s/ Robert F. Hagans    Director                  July 30,1997
Robert F. Hagans


_______________________  Director                  ___________, 1997
Marvin W. Ozley


 /s/ Arthur R. Schulze   Director                  July 30, 1997
Arthur R. Schulze


 /s/ Charles S.Sullivan  Director                  July 30, 1997
Charles A. Sullivan


 /s/ William D. Thomas   Director                  July 30, 1997
William D. Thomas
<PAGE>
     INDEX TO EXHIBITS

Exhibit Number      Description                                    

     5.1       Opinion of Counsel (relating to legality of
               securities being registered).

    23.1       Consent of Independent Accountants.
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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                 (I.R.S. Employer
of incorporation)                            Identification No.)
                      SEALRIGHT CO., INC.
                     1995 STOCK OPTION PLAN
                      (Full title of plans)

                          John T. Carper
                       Sealright Co., Inc.
                       9201 Packaging Drive
                       DeSoto, Kansas  66018          
             (Name and address for agent of service)

                          (913) 583-3025             
                (Telephone number, including area
                   code, for agent of service)

                 CALCULATION OF REGISTRATION FEE
 Title of                  Proposed        Proposed       Amount
Securities    Amount       maximum         maximum         of
  to be       to be      offering price   aggregate     registration
registered  registered/1   per share2/   offering price    fee     

Common      700,000        $11.3125        $7,918,750    $2,399.62
Stock,
par value
$.10 per
share       
_____________________________________________________________________________

1/   Includes such additional indeterminate number of shares as may
be issuable pursuant to applicable antidilution provisions. 

2/   Calculated in accordance with the provisions of Rule 457(c)
using the average of the high and low sales price of the
Registrant's Common Stock as reported on the Nasdaq Stock Market on
July 29, 1997.
PART I

                     INFORMATION REQUIRED IN THE
                       SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 under the Securities Act of
1933, as amended ("Securities Act"), and the Note to Part I of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 under the Securities Act and the
Note to Part I of Form S-8.

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, which previously have been filed by
Sealright Co., Inc. (the "Corporation") with the Securities and
Exchange Commission (ACommission"), are incorporated herein by
reference and made a part hereof:

          (a)  The Corporation's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1996; 

          (b)  The Corporation's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1997;

          (c)  The description of the Common Stock of the Corporation
               (the "Common Stock") contained in the Corporation's
               Registration Statement on Form 8-A effective July 22,
               1986, incorporating by reference the description
               contained in Amendment No. 2 to the Corporation's
               Registration Statement on Form S-1 (SEC File No. 33-3508).

          All reports and other documents filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment hereto which indicates that all securities offered
hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.

          For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any other
subsequently filed comment which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement
in such document.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.   Description of Securities.

          The class of securities to be offered is registered under
Section 12 of the Exchange Act.  Therefore, a description of the
Common Stock required by Item 202 of Regulation S-K is not required. 

Item 5.   Interests of Named Experts and Counsel.

          Partners of Bryan Cave LLP, the firm whose opinion is
contained in Exhibit 5.1, owned as of May 31, 1997, 59,050 shares of
the Corporation's Common Stock.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware Corporation Law provides as
follows:

          "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). 
Such determination shall be made (1) by a majority vote of the
directors who are 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 by law, 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.

          "(h)  For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.

          "(i)  For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

          "(j)  The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators
of a person.

          "(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemenification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise the Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."

          The officers and directors are indemnified pursuant to
specific provisions of the Corporation's Amended and Restated
Certificate of Incorporation and Bylaws to the fullest extent
permissible under the law, subject to specific limitations imposed,
and, further, with the basic intent of not granting any indemnity in
contravention of the laws of the State of Delaware or of the United
States of America, whether as a matter of public policy or pursuant to
statutory provisions.

          Indemnification granted each officer and director covers
expenses incurred or paid by such officer or director in connection
with any claim, action, suit or proceeding, or judgment or order. 
Such indemnification excludes, however, any amounts paid or payable by
such officer or director to the Corporation unless (and only to the
extent that) the Court of Chancery or the court in which the related
action was brought, shall determine that, despite the adjudication of
liability but in view of all the circumstances of the case, such
officer or director is fairly and reasonably entitled to indemnity for
amounts the Court of Chancery or such other court shall deem proper. 

          Pursuant to the Corporation's Amended and Restated
Certificate of Incorporation, no director or shareholder of the
Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for any breach of fiduciary duty as
a director.  The Certificate further provides, however, that a
director shall be liable to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (iii) pursuant to Section 174 of the General
Corporation Law of the State of Delaware; or (iv) for any transaction
from which such director derived an improper personal benefit.  No
amendment or repeal of this provision in the Certificate may adversely
affect any right or protection of any director of the Corporation
existing at the time of such amendment or repeal for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal. 

          The Corporation may purchase and maintain, and currently
does so maintain, insurance on behalf of its directors and officers
against liability asserted against any of them and incurred by them in
such capacity, or arising out of their status as such.  

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits.

          Exhibit No.         Description

             4.1              Articles of Incorporation, as amended,
                         of Sealright Co., Inc., filed as Exhibit
                         3(a) to Form 10-K for the fiscal year ended
                         December 31, 1987, incorporated herein by
                         reference.

             4.2              Amended and Restated Bylaws dated
                         February 17, 1988, of Sealright Co., Inc.,
                         filed as Exhibit 3(b) to Form 10-K for
                         fiscal year ended December 31, 1987.

             5.1              Opinion of Counsel (relating to
                         legality of securities being registered).

            23.1              Consent of Independent Accountants.

            23.2              Consent of Counsel (included in Exhibit
                         5.1 hereto).

            24.1              Power of Attorney (included on
                         signature page).

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;

                    (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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.

               (2)  That, for the purpose of determining any liability
under the Securities Act, 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, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this 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 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 Securities 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 question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES

          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
caused this Registration Statement to be signed on its behalf of the
undersigned, thereunto duly authorized, in the County of Johnson,
State of Kansas, on this 30th day of July, 1997.

                              SEALRIGHT CO., INC.

                              By /s/ Charles F. Marcy
                                   Charles F. Marcy
                               President and Chief Executive
v                              Officer

                          POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that the individuals whose
signatures appear below constitute and appoint Charles F. Marcy and
John T. Carper or any of them, his true and lawful attorney in fact
and agent with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and
agent, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

    Signature                   Title                  Date

 /s/ Charles F. Marcy    President, Chief          July 30, 1997
Charles F. Marcy         Executive Officer
                         and Director

 /s/ John T. Carper      Senior Vice President     July 30, 1997
John T. Carper           Finance, Chief Financial
                         Officer, Chief Accounting
                         Officer and Treasurer

 /s/ G. Kenneth Baum     Director                  July 30, 1997
G. Kenneth Baum

 /s/ D. Patrick Curran   Director                  July 30, 1997
D. Patrick Curran

 /s/Frederick O DeSieghardt Director               July 30, 1997
Frederick O. DeSieghardt

 /s/ Robert F. Hagans    Director                  July 30,1997
Robert F. Hagans

_______________________  Director                  ___________, 1997
Marvin W. Ozley

 /s/ Arthur R. Schulze   Director                  July 30, 1997
Arthur R. Schulze

 /s/ Charles S.Sullivan  Director                  July 30, 1997
Charles A. Sullivan

 /s/ William D. Thomas   Director                  July 30, 1997
William D. Thomas
INDEX TO EXHIBITS

Exhibit Number      Description                                    

     5.1       Opinion of Counsel (relating to legality of
               securities being registered).

    23.1       Consent of Independent Accountants.