<PAGE>

  As Filed with the Securities and Exchange Commission on April 21, 1998
                                                         Registration No. 333-
==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                          -----------------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                          -----------------------
                          SEALED AIR CORPORATION
          (Exact name of Registrant as specified in its charter)

            DELAWARE                              65-0654331
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

                               Park 80 East
                      Saddle Brook, New Jersey 07663
(Address, including zip code, of Registrant's principal executive offices)

                           Contingent Stock Plan
                         of Sealed Air Corporation
                         (Full Title of the Plan)

                         H. Katherine White, Esq.
                  Assistant General Counsel and Secretary
                          Sealed Air Corporation
                               Park 80 East
                      Saddle Brook, New Jersey 07663
                              (201) 791-7600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                     Proposed              Proposed
                                                    Amount           Maximum               Maximum             Amount of
                  Title of                          to be         Offering Price      Aggregate Offering      Registration
         Securities to be Registered              Registered       Per Share(1)            Price(1)               Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>                 <C>                     <C>
Common Stock, par value $0.10 per share            450,450            $6.15               $2,770,268              $818
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.    Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on 10% of the average of the high and low
prices of the Registrant's Common Stock reported in the consolidated reporting
system for New York Stock Exchange traded securities on April 17, 1998.

      This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
==============================================================================


                                  PART II

                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

               The following documents filed by the Registrant (File No.
1-12139) with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

              (a) Annual Report on Form 10-K of W. R. Grace & Co. for the year
       ended December 31, 1997;

              (b) Current Report on Form 8-K of W. R. Grace & Co. dated
       February 9, 1998;

              (c) Current Report on Form 8-K of Sealed Air Corporation
       (formerly named W. R. Grace & Co.) dated March 31, 1998;

              (d) Current Report on Form 8-K of Sealed Air Corporation
       (formerly named W. R. Grace & Co.) dated April 2, 1998;

              (e) the description of the Registrant's common stock contained
       in the Registrant's Joint Proxy Statement/Prospectus filed as part of
       the Registrant's Registration Statement on Form S-4, declared effective
       on February 13, 1998.

               All documents filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the date of this
Registration Statement and 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 herein by reference and to be a part hereof from the respective
date of filing of each such document.

Item 4. Description of Securities

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

Item 5. Interest of Named Experts and Counsel

               The validity of the shares of Common Stock offered under the
Contingent Stock Plan of Sealed Air Corporation has been passed upon for the
Registrant by H. Katherine White, Esq., Assistant General Counsel and
Secretary of the Registrant.  As of the date of this Registration Statement,
Ms. White was employed by the Registrant and was the beneficial owner of
approximately 29,106 shares of Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers

               Section 145 of the General Corporation Law of the State of
Delaware (the "General Corporation Law") provides that: (1) under certain
circumstances a corporation may indemnify a director or officer made party to,
or threatened to be made party to, any civil, criminal, administrative or
investigative action, suit or proceeding (other than an action by or in the
right of the corporation) because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against
expenses, judgments, fines and amounts paid in settlement reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to criminal cases, had no reasonable cause to believe such person's
conduct was unlawful; (2) under certain circumstances a corporation may
indemnify a director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for judgment in
favor of the corporation because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against expenses
reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation; and (3) a director or officer shall be
indemnified by the corporation against expenses reasonably incurred by such
person in connection with and to the extent that such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of any claim,
issue or matter therein.

               Under Article ELEVENTH of the Registrant's Amended and Restated
Certificate of Incorporation and Article 8 of the Registrant's By-laws,
indemnification of directors and officers is provided for to the fullest
extent permitted under the General Corporation Law.  Article TWELFTH of the
Registrant's Amended and Restated Certificate of Incorporation eliminates the
liability of directors for monetary damages for breach of fiduciary duty as
directors, except for liability (1) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the General Corporation Law (which relates to
the payment of unlawful dividends or unlawful stock purchases or redemptions),
or (4) for any transaction from which the director derived an improper
personal benefit.  The General Corporation Law, the Registrant's Amended and
Restated Certificate of Incorporation and the By-laws of the Registrant permit
the purchase by the Registrant of insurance for indemnification of directors
and officers.  The Registrant currently maintains directors and officers
liability insurance.

               The foregoing summary of Section 145 of the General Corporation
Law, Articles ELEVENTH and TWELFTH of the Amended and Restated Certificate of
Incorporation of the Registrant and Article 8 of the By-laws of the Registrant
is qualified in its entirety by reference to the relevant provisions of
Section 145, the relevant provisions of the Registrant's Amended and Restated
Certificate of Incorporation, which are incorporated herein by reference to
Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated March 31,
1998, and the relevant provisions of the Registrant's By-laws, which are
incorporated herein by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K dated March 31, 1998.

Item 7. Exemption from Registration Claimed

               Not applicable.

Item 8. Exhibits

               Reference is made to the Exhibit Index.

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.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in the aggregate,
             the changes in volume and price represent no more than a 20%
             change in the maximum aggregate offering price set forth in the
             "Calculation of Registration Fee" table in the effective
             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;

              (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 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 settlement 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 question 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

               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Town of Saddle Brook, State of New Jersey,
on this 20th day of April, 1998.

                            SEALED AIR CORPORATION



                            By: /s/ T. J. Dermot Dunphy
                               ---------------------------------------------
                               Name: T. J. Dermot Dunphy
                               Title: Chairman of the Board, Chief Executive
                                          Officer and Director



               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.  Each person whose individual
signature appears below hereby authorizes T. J. Dermot Dunphy, William V.
Hickey and H. Katherine White, and each of them, as attorneys-in-fact,
with full power of substitution, to execute, in the name and on behalf of
each such person and in any and all capacities, and to file any amendment
to this Registration Statement (and all other registration statements to
which the prospectus related to this Registration Statement also relates
pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended), including any and all post-effective
amendments.

<TABLE>
<CAPTION>
         Signature                         Title                     Date
         ---------                         -----                     ----
<S>                            <C>                              <C>

  /s/ T. J. Dermot Dunphy      Chairman of the Board,           April 21, 1998
----------------------------   Chief Executive Officer and
   (T.J. Dermot Dunphy)        Director


      /s/ Horst Tebbe          Vice President-Finance and       April 21, 1998
----------------------------   Chief Financial Officer
       (Horst Tebbe)           (Principal Financial Officer)


   /s/ Jeffrey S. Warren       Controller                       April 21, 1998
----------------------------   (Principal Accounting
    (Jeffrey S. Warren)        Officer)


                                         Director
----------------------------
       (Hank Brown)

    /s/ John K. Castle                   Director               April 21, 1998
----------------------------
     (John K. Castle)

                                         Director
----------------------------
    (Christopher Cheng)

   /s/ Lawrence R. Codey                 Director               April 21, 1998
----------------------------
    (Lawrence R. Codey)

/s/ Charles F. Farrell, Jr.              Director               April 21, 1998
----------------------------
 (Charles F. Farrell, Jr.)

     /s/ David Freeman                   Director               April 21, 1998
----------------------------
      (David Freeman)

                                         Director
----------------------------
   (Virginia A. Kamsky)

    /s/ Alan H. Miller                   Director               April 21, 1998
----------------------------
     (Alan H. Miller)

                                         Director
----------------------------
     (John E. Phipps)

   /s/ R. L. San Soucie                  Director               April 21, 1998
----------------------------
    (R. L. San Soucie)
</TABLE>





                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
  Number                                     Description
<S>          <C>

    4.1      Amended and Restated Certificate of Incorporation of the Registrant (incorporated
             by reference to the Registrant's Current Report on Form 8-K dated March 31, 1998).
    4.2      Amended and Restated By-laws of the Registrant (incorporated by reference to the
             Registrant's Current Report on Form 8-K dated March 31, 1998).
    4.3      Contingent Stock Plan of Sealed Air Corporation.
    4.4      Form of Contingent Stock Purchase Agreement - Non-Officer Employee.
    4.5      Form of Contingent Stock Purchase Agreement - Officer.
    4.6      Form of Contingent Stock Purchase Agreement - Section 162(m) Officer.
    5.1      Opinion of H. Katherine White, Esq.
   23.1      Consent of Price Waterhouse LLP.
   23.2      Consent of KPMG Peat Marwick LLP.
   23.3      Consent of H. Katherine White, Esq. (included in Exhibit 5.1).
   24.1      Power of Attorney (included in Signature Page).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18939}]
{"company-data": {"conformed-name": "SEALED AIR CORP/DE", "cik": "0001012100", "assigned-sic": "3081", "irs-number": "650654331", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50601", "film-number": "98598061"}, "business-address": {"street1": "PARK 80 EAST", "city": "SADDLE BROOK", "state": "NJ", "zip": "07663", "phone": "2017917600"}, "mail-address": {"street1": "PARK 80 EAST", "city": "SADDLE BROOK", "state": "NJ", "zip": "07663"}, "former-company": [{"former-conformed-name": "WR GRACE & CO/DE", "date-changed": "19961015"}, {"former-conformed-name": "GRACE HOLDING INC", "date-changed": "19960805"}]}
As Filed with the Securities and Exchange Commission on April 21, 1998
                                                         Registration No. 333-
==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                          -----------------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                          -----------------------
                          SEALED AIR CORPORATION
          (Exact name of Registrant as specified in its charter)

            DELAWARE                              65-0654331
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

                               Park 80 East
                      Saddle Brook, New Jersey 07663
(Address, including zip code, of Registrant's principal executive offices)

                           Contingent Stock Plan
                         of Sealed Air Corporation
                         (Full Title of the Plan)

                         H. Katherine White, Esq.
                  Assistant General Counsel and Secretary
                          Sealed Air Corporation
                               Park 80 East
                      Saddle Brook, New Jersey 07663
                              (201) 791-7600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                     Proposed              Proposed
                                                    Amount           Maximum               Maximum             Amount of
                  Title of                          to be         Offering Price      Aggregate Offering      Registration
         Securities to be Registered              Registered       Per Share(1)            Price(1)               Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share            450,450            $6.15               $2,770,268              $818
----------------------------------------------------------------------------------------------------------------------------
1.    Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on 10% of the average of the high and low
prices of the Registrant's Common Stock reported in the consolidated reporting
system for New York Stock Exchange traded securities on April 17, 1998.

      This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
==============================================================================

                                  PART II

                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

               The following documents filed by the Registrant (File No.
1-12139) with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

              (a) Annual Report on Form 10-K of W. R. Grace & Co. for the year
       ended December 31, 1997;

              (b) Current Report on Form 8-K of W. R. Grace & Co. dated
       February 9, 1998;

              (c) Current Report on Form 8-K of Sealed Air Corporation
       (formerly named W. R. Grace & Co.) dated March 31, 1998;

              (d) Current Report on Form 8-K of Sealed Air Corporation
       (formerly named W. R. Grace & Co.) dated April 2, 1998;

              (e) the description of the Registrant's common stock contained
       in the Registrant's Joint Proxy Statement/Prospectus filed as part of
       the Registrant's Registration Statement on Form S-4, declared effective
       on February 13, 1998.

               All documents filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the date of this
Registration Statement and 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 herein by reference and to be a part hereof from the respective
date of filing of each such document.

Item 4. Description of Securities

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

Item 5. Interest of Named Experts and Counsel

               The validity of the shares of Common Stock offered under the
Contingent Stock Plan of Sealed Air Corporation has been passed upon for the
Registrant by H. Katherine White, Esq., Assistant General Counsel and
Secretary of the Registrant.  As of the date of this Registration Statement,
Ms. White was employed by the Registrant and was the beneficial owner of
approximately 29,106 shares of Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers

               Section 145 of the General Corporation Law of the State of
Delaware (the "General Corporation Law") provides that: (1) under certain
circumstances a corporation may indemnify a director or officer made party to,
or threatened to be made party to, any civil, criminal, administrative or
investigative action, suit or proceeding (other than an action by or in the
right of the corporation) because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against
expenses, judgments, fines and amounts paid in settlement reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to criminal cases, had no reasonable cause to believe such person's
conduct was unlawful; (2) under certain circumstances a corporation may
indemnify a director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for judgment in
favor of the corporation because such person is or was a director, officer,
employee or agent of the corporation, or because such person is or was so
serving another enterprise at the request of the corporation, against expenses
reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation; and (3) a director or officer shall be
indemnified by the corporation against expenses reasonably incurred by such
person in connection with and to the extent that such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of any claim,
issue or matter therein.

               Under Article ELEVENTH of the Registrant's Amended and Restated
Certificate of Incorporation and Article 8 of the Registrant's By-laws,
indemnification of directors and officers is provided for to the fullest
extent permitted under the General Corporation Law.  Article TWELFTH of the
Registrant's Amended and Restated Certificate of Incorporation eliminates the
liability of directors for monetary damages for breach of fiduciary duty as
directors, except for liability (1) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the General Corporation Law (which relates to
the payment of unlawful dividends or unlawful stock purchases or redemptions),
or (4) for any transaction from which the director derived an improper
personal benefit.  The General Corporation Law, the Registrant's Amended and
Restated Certificate of Incorporation and the By-laws of the Registrant permit
the purchase by the Registrant of insurance for indemnification of directors
and officers.  The Registrant currently maintains directors and officers
liability insurance.

               The foregoing summary of Section 145 of the General Corporation
Law, Articles ELEVENTH and TWELFTH of the Amended and Restated Certificate of
Incorporation of the Registrant and Article 8 of the By-laws of the Registrant
is qualified in its entirety by reference to the relevant provisions of
Section 145, the relevant provisions of the Registrant's Amended and Restated
Certificate of Incorporation, which are incorporated herein by reference to
Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated March 31,
1998, and the relevant provisions of the Registrant's By-laws, which are
incorporated herein by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K dated March 31, 1998.

Item 7. Exemption from Registration Claimed

               Not applicable.

Item 8. Exhibits

               Reference is made to the Exhibit Index.

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.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Commission pursuant to Rule 424(b) if, in the aggregate,
             the changes in volume and price represent no more than a 20%
             change in the maximum aggregate offering price set forth in the
             "Calculation of Registration Fee" table in the effective
             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;

              (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 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 settlement 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 question 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

               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Town of Saddle Brook, State of New Jersey,
on this 20th day of April, 1998.

                            SEALED AIR CORPORATION

                            By: /s/ T. J. Dermot Dunphy
                               ---------------------------------------------
                               Name: T. J. Dermot Dunphy
                               Title: Chairman of the Board, Chief Executive
                                          Officer and Director

               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.  Each person whose individual
signature appears below hereby authorizes T. J. Dermot Dunphy, William V.
Hickey and H. Katherine White, and each of them, as attorneys-in-fact,
with full power of substitution, to execute, in the name and on behalf of
each such person and in any and all capacities, and to file any amendment
to this Registration Statement (and all other registration statements to
which the prospectus related to this Registration Statement also relates
pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended), including any and all post-effective
amendments.
Signature                         Title                     Date
         ---------                         -----                     ----
/s/ T. J. Dermot Dunphy      Chairman of the Board,           April 21, 1998
----------------------------   Chief Executive Officer and
   (T.J. Dermot Dunphy)        Director

      /s/ Horst Tebbe          Vice President-Finance and       April 21, 1998
----------------------------   Chief Financial Officer
       (Horst Tebbe)           (Principal Financial Officer)

   /s/ Jeffrey S. Warren       Controller                       April 21, 1998
----------------------------   (Principal Accounting
    (Jeffrey S. Warren)        Officer)

                                         Director
----------------------------
       (Hank Brown)

    /s/ John K. Castle                   Director               April 21, 1998
----------------------------
     (John K. Castle)

                                         Director
----------------------------
    (Christopher Cheng)

   /s/ Lawrence R. Codey                 Director               April 21, 1998
----------------------------
    (Lawrence R. Codey)

/s/ Charles F. Farrell, Jr.              Director               April 21, 1998
----------------------------
 (Charles F. Farrell, Jr.)

     /s/ David Freeman                   Director               April 21, 1998
----------------------------
      (David Freeman)

                                         Director
----------------------------
   (Virginia A. Kamsky)

    /s/ Alan H. Miller                   Director               April 21, 1998
----------------------------
     (Alan H. Miller)

                                         Director
----------------------------
     (John E. Phipps)

   /s/ R. L. San Soucie                  Director               April 21, 1998
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    (R. L. San Soucie)
EXHIBIT INDEX
Exhibit
  Number                                     Description
4.1      Amended and Restated Certificate of Incorporation of the Registrant (incorporated
             by reference to the Registrant's Current Report on Form 8-K dated March 31, 1998).
    4.2      Amended and Restated By-laws of the Registrant (incorporated by reference to the
             Registrant's Current Report on Form 8-K dated March 31, 1998).
    4.3      Contingent Stock Plan of Sealed Air Corporation.
    4.4      Form of Contingent Stock Purchase Agreement - Non-Officer Employee.
    4.5      Form of Contingent Stock Purchase Agreement - Officer.
    4.6      Form of Contingent Stock Purchase Agreement - Section 162(m) Officer.
    5.1      Opinion of H. Katherine White, Esq.
   23.1      Consent of Price Waterhouse LLP.
   23.2      Consent of KPMG Peat Marwick LLP.
   23.3      Consent of H. Katherine White, Esq. (included in Exhibit 5.1).
   24.1      Power of Attorney (included in Signature Page).