Exhibit 10(o)

            SEALRIGHT CO., INC. 1995 STOCK OPTION PLAN


                         _______________


                       Section I.  Purpose

     The purpose of this Plan is to provide an incentive and to
encourage ownership of the Company's stock by the grant of stock
options to certain "Key Employees" of the Company or its
subsidiaries.  It is intended that some options granted pursuant
to the Plan may qualify as Incentive Stock Options ("ISO's"), as
defined in Section 422(b) of the Internal Revenue Code of 1986,
as amended ("Code"), and some options granted pursuant to the
Plan may not qualify as ISO's and will be non-qualified stock
options ("NQSO's").


                     Section II.  Definitions

     A.  "Board of Directors" means the board of directors of the
Company.

     B.  "Common Stock" means shares of the common stock
(including treasury stock), par value $.01 per share, of the
Company.

     C.  "Company" means Sealright Co., Inc. or any successor
thereto.

     D.  "Committee" means the compensation committee established
by the Board of Directors of the Company.

     E.  "Disability" means inability of a Participant to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months.  A
Participant shall not be considered to be disabled unless the
Participant furnishes the Company proof of the existence thereof
in such form and manner, and at such times, as the Committee may
require.

     F.  "Fair Market Value", as of a given date, means the fair
market value of one share of Common Stock as determined by the
Committee in accordance with procedures established by the
Committee and in accordance with the provisions of the Code and
the regulations thereunder.

     G.  "Key Employee"  means a person who is employed in a
position of managerial responsibility by the Company or a
Subsidiary.  A non-employee member of the Board of Directors of a
Subsidiary can not be a Key Employee.

     H.  "Parent" means any corporation (other than the Company
or a Subsidiary) in an unbroken chain of corporations ending with
the Company if at the time of the grant of an option each of the
corporations, other than the Company or a Subsidiary, owns stock
possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.

     I.  "Participant" means a Key Employee who is granted a
stock option hereunder.

     J.  "Plan" means the Sealright Co., Inc. 1995 Stock Option
Plan.

     K.  "Subsidiary" means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the
Company if, at the time of grant of an option hereunder, each of
the corporations, other than the last corporation in the unbroken
chain, owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.

L.  "Ten Percent Shareholder" means a person who owns, on the
date of grant of an ISO, more than 10% of the total combined
voting power of all classes of stock of the Company, or its
Parent or Subsidiary


                       Section III.  Stock

     The stock which may be granted under the Plan shall not
exceed, in the aggregate, 700,000 shares of the Company's Common
Stock; provided, however, the maximum number of shares with
respect to which options may be granted under the Plan during any
calendar year to any eligible employee shall not exceed 10% of
such amount.  Such shares may be, in whole or in part, as the
Board of Directors shall from time to time determine, authorized
but unissued shares, or issued shares which shall have been
reacquired by the Company.  If an option expires or is terminated
or surrendered without having been fully exercised, the
unpurchased shares of Common Stock subject to the option shall
again be available for grant under this Plan.


                     Section IV.  Eligibility

     A stock option may be granted under the Plan only to a Key
employee.


                    Section V.  Stock Options

     A.  Option Price.  Except as provided below, the purchase
price of Common Stock under each ISO and NQSO granted hereunder
shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock at the close of market on the
day of grant of the option.  The purchase price of Common Stock
under each ISO granted to a Ten Percent Shareholder shall not be
less than 110% of the Fair Market Value of the Common Stock at
the close of market on the day prior to the grant of the option.

     B.  Term and Exercise of Options.  Except as provided below,
the term of each option shall not be more than ten (10) years
from the date of granting thereof.  The term of each ISO granted
to a Ten Percent Shareholder shall not be more than five (5)
years from the date of granting thereof.  In no case may an
option be exercised within six months of the date of the granting
thereof.  Within such limits, options will be exercisable at such
time or times, and subject to such restrictions and conditions,
as the Committee shall, in each instance, approve, which need not
be uniform for all Participants; provided, however, that except
as provided in Subsection D of this Section and Section X, no
option may be exercised at any time unless the Participant is
then an employee of the Company or a Subsidiary and has been so
employed continuously since the granting of the option or was an
employee of the Parent of the Company at the time of grant and
has been continuously employed since that time by either such
Parent or by the Company or by a Subsidiary.

     C.  Non-Transferability of Options.  Each option granted
under the Plan shall by its terms be non-transferable otherwise
than by will or by the laws of descent and distribution, and an
option may be exercised, during the lifetime of the Participant,
only by the Participant.

     D.  Termination of Employment.  Subject to the restrictions
on the Optionee's exercise of an option described in Subsection B
of this Section and the provisions of Subsection G of this
Section, options may contain such provisions as the Committee
shall determine regarding the extent (if any) to which options
may be exercised after termination of employment; provided,
however, that ISO's shall be subject to the following
restrictions:

          (a) If a Participant terminates employment for any 
   reason other than death or Disability, the Participant may
   not in any event exercise any ISO held by such Participant
   after the date which is three (3) months after the date of
   the Participant's employment termination.

          (b) If a Participant's employment is terminated by 
   reason of death or Disability, the Participant or the
   personal representative of the Participant may not in any
   event exercise an ISO after the date which is twelve (12)
   months after the date of such termination.

     E.  Leaves of Absence.  The option agreements issued
pursuant to this Plan may contain such provisions as the
Committee shall determine with respect to approved leaves of
absence.

     F.  Payment of Option Price.  The purchase price is to be
paid in full upon the exercise of an option, either (i) in cash;
or (ii) in the discretion of the Committee by the tender to the
Company of shares of the Common Stock owned by the Participant
and registered in the Participant's name having a Fair Market
Value equal to the cash exercise price of the option being
exercised; or (iii) in the discretion of the Committee, by any
combination of the payment methods specified in clauses (i) and
(ii) hereof.  The proceeds of sale of stock subject to option are
to be added to the general funds of the Company, if cash, or to
the shares of the Common Stock held in treasury, if shares of
Common Stock, and used for the corporate purposes of the Company
as the Committee shall determine.

     G.  Limitation on Exercise of Options.  The maximum
aggregate Fair Market Value (determined at the time an option is
granted) of the Common Stock with respect to which ISO's are
exercisable for the first time by any Participant during any
calendar year (under all plans of the Company and its Parent and
Subsidiaries) shall not exceed $100,000.  If the provisions of
this Section limit the exercisability of certain ISO's which
would otherwise become exercisable on account of an event
described in Subsection D of this Section or Section X, the
Committee, in its sole discretion, shall determine the times at
which such ISO's become exercisable so that the provisions of
this Subsection G are not violated; provided that in no event
shall any ISO be exercisable more than ten (10) years from the
date of granting thereof (five (5) years in the case of ISO's
granted to Ten Percent Shareholders).


                   Section VI.  Administration

     This Plan shall be administered by the Committee.  Subject
to the express provisions of this Plan, the Committee shall have
complete authority to:

          A. determine the individuals to whom and the time or 
     times when options shall be granted.

          B. determine the number of shares to be subject to each
     option and the terms and provisions including the qualified
     status of each option.

          C. interpret the Plan.

          D. prescribe, amend and rescind rules and regulations 
      relating to the Plan.

          E. cancel, with the consent of a Participant, any 
      option previously granted to such Participant and to grant a
      new option in place thereof; and

          F. make all determinations not specifically set forth  
      in (A) through (E) above which it considers necessary or
      advisable for the administration of this Plan.

     All determinations by the Committee with respect to (A)
through (F) above shall be final.  In the event the Company or
any Subsidiary enters into a transaction described in Section
424(a) of the Code with any other corporation, the Committee may
grant options to employees or former employees of such
corporation in substitution of options previously granted to them
upon such terms and conditions as shall be necessary to qualify
such grant as a substitution described in Section 424(a) of the
Code.


                     Section VII.  Committee

     The Committee shall at all times be constituted to comply
with the requirements of Rule 16 b-3 under the Securities
Exchange Act of 1934, as the same may from time to time be
amended.  As of the date of adoption of this Plan by the Board of
Directors of the Company, Rule 16 b-3 requires that the Committee
shall consist of two (2) or more members of the Board of
Directors who were not at anytime within one year prior to their
appointment as Committee members and are not during such service
granted or awarded equity securities pursuant to this Plan or any
other plan of the Company or any affiliate of the Company (as
defined in the Securities Exchange Act of 1934) except as
permitted by Rule 16 b-3.  The members of the Committee shall be
appointed by and shall serve at the pleasure of the Board of
Directors, which may from time to time appoint members in
substitution for members previously appointed and fill vacancies,
however caused, in the Committee.  Each member shall also be an
"outside director" within the meaning of Section 162(m) of the
Code.  The Committee may select one of its members as its
Chairman and shall hold its meetings at such times and places as
it may determine.  A majority of its members shall constitute a
quorum.  All recommendations by the Committee shall be made by a
majority of its members.


             Section VIII.  Effect of Change in Stock

     Notwithstanding any other provision in the Plan, if there is
any change in the Common Stock of the Company by reason of stock
dividends, spinoffs, split ups, recapitalizations, mergers,
consolidations, reorganizations, combinations or exchanges of
shares and the like, the number and class of shares available for
grants of options, the number of shares subject to any
outstanding options and the price thereof, as applicable, shall
be adjusted to the same proportionate number and class of shares
an price as in effect before such change.


              Section IX.  Amendment or Termination

     Unless this Plan shall theretofore have been terminated as
hereinafter provided, this Plan shall terminate, and no stock
option shall be granted hereunder, after ten (10) years from the
date of its adoption by the Board of Directors.  Any stock
options outstanding at the termination of this plan shall
continue in full force and effect and shall not be affected by
such termination of this Plan.  The Board of Directors of the
Company may, at any time prior to that date, terminate this Plan
or make such modifications of the Plan as it may deem advisable;
provided, however, that the Board of Directors may not, without
further approval by the holders of the Common Stock of the
Company, (a) increase the maximum number of shares for which
options may be granted (except under the anti-dilution provisions
in Section VIII), (b) change the class of employees to whom
options may be granted, (c) withdraw the authority to administer
the Plan from a committee whose members meet the requirements of
Section VII or (d) materially increase the benefits accruing to
Participants.


                  Section X.  Change of Control

     In the event that:

          A. any person, other than the Company, shall acquire 
             more than 25% of the Common Stock through a tender
             offer, exchange offer or otherwise; or 

          B. the Company shall be liquidated or dissolved 
             following a sale of all or substantially all of its assets;
             or 

          C. the Company shall not be the surviving parent 
             corporation resulting from any merger or consolidation to
             which it is a party,

then, if a Participant's employment with the Company or a Parent
or Subsidiary is voluntarily or involuntarily terminated within
one year after any such event, any then outstanding stock option
held by such Participant for a period of not less than six months
shall immediately mature and vest in full and any such stock
option shall be settled by the payment to such Participant of an
amount equal to the excess, if any, of the aggregate Fair Market
Value of the shares subject thereto on the Special Maturity Date,
as hereinafter defined, over the aggregate exercise price of such
option; provided, however, that the Board of Directors may, by
unanimous resolution adopted prior to an event described in
clause (C) above, provide that such maturity shall not result
from an event in clause (C) above.  For purposes of an event
specified in clause (A) above, the Special Maturity Date for
purposes hereof shall be the date on which the Common Stock had
the highest Fair Market Value during the period in which the
tender or exchange offer was outstanding, or, in the event no
tender or exchange offer was outstanding, the date the person has
first acquired, in the aggregate, 25% of the Common Stock.  For
purposes of an event specified in clause (B) or (C), the Special
Maturity Date shall be the effective date of the liquidation,
dissolution, merger or consolidation.  Settlement shall be made
in cash within not less than five (5) days following the
Participant's termination of employment.


                     Section XI.  Withholding

     The Company, at the time any distribution is made under this
Plan, whether in cash or in shares of stock, may withhold from
such payment any amount necessary to satisfy Federal and state
income tax withholding requirements with respect to such
distribution.  Such withholding may be in cash or in shares of
stock.


                   Section XII.  Miscellaneous

     A. Rights to Continued Employment.  Nothing in this Plan or
in any option granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Company or
a Subsidiary or interfere with the right of the Company or a
Subsidiary to terminate the individual's employment at any time.

     B. Retirement Plan Rights.  Benefits received under this
Plan by a Participant shall not affect or be used in the
calculation of the Participant's pension or other retirement
benefits under any other plan maintained by the Company.

     C. Investment Undertakings.  Until and unless the issuance
of shares of Common Stock pursuant to this Plan shall have been
registered pursuant to the Securities Act of 1933 and applicable
state securities laws, each Participant acquiring shares of
Common Stock under this Plan may be required, as a condition
precedent to such issuance, to execute and deliver to the Company
a letter or certificate containing such investment
representations, agreements restricting sale (including, without
limitation, provision for stop transfer orders and restrictive
legend on stock certificates) and confirmation of other relevant
facts to support any exemption from the registration requirements
under the Securities Act of 1933 and such state securities laws
on which the Company intends to rely, all as shall be deemed
reasonably necessary by counsel for the Company and in such form
as such counsel shall determine.


             Section XIII.  Effectiveness of the Plan

     This Plan will be effective upon adoption by the Board of
Directors of the Company, subject, however, to its approval by
the stockholders of the Company given within 12 months after the
date the Plan is adopted by the Board of Directors, at a regular
meeting of the stockholders or at a special meeting of the
stockholders duly called and held for such purpose.  Grants of
options made prior to stockholder approval shall be subject to
the obtaining of such approval, and if such approval is not
obtained as aforesaid, such grants shall not be effective for any
purpose.

     The foregoing Plan was adopted by the Board of Directors of
the Company on March 13, 1995 and approved by the stockholders of
the Company on ______________________.


                                   Sealright Co., Inc.


                                   By___________________________



__________________________________
Attest