UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-K
  
          Annual Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934

For The Year Ended December 31, 1996  Commission file number  0-14825


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

                             9201 Packaging Drive
                             DeSoto, Kansas 66018
                        Telephone number (913) 583-3025

                     Incorporated in the State of Delaware

                                   16-0876812
                      (IRS Employer Identification No.)

          Securities Registered Pursuant to Section 12(g) of the Act:

                              Title of each class

                         Common stock, $.10 par value

      Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

        (1)  Yes [X]   No [ ]         (2)  Yes [X]   No [ ]  

       Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrants' knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments to this
Form 10-K. [X]

       As of February 28, 1997, there were 11,071,991 shares of
Common Stock, $.10 par value, outstanding.  On February 28, 1997,
the aggregate market value of such shares held by non-affiliates of
the Registrant was approximately $68.4 million.

       Part II incorporates information by reference from the
Registrant's 1996 Annual Report to Stockholders.  Part III
incorporates information by reference from the Registrant's
definitive proxy statement dated March 31, 1997.

<PAGE>


                                   PART I

Item 1.  Business.

Sealright Co., Inc., the Registrant, together with its
subsidiaries, is referred to herein as the "Company".  The Company
was organized in 1964 as a Delaware corporation.  The Company
manufacturers packaging and labeling systems primarily for the food
and beverage industries.  The Company operates in the packaging
industry.

At December 31, 1996, the Company operated eight domestic
manufacturing facilities located in Fulton, New York, DeSoto,
Kansas, Los Angeles, California (2), Akron, Ohio, San Leandro,
California, Charlotte, North Carolina, and Raleigh, North Carolina.
Additionally, the Company operated one manufacturing facility in
Brisbane, Australia. In addition to these operating facilities, the
Company's four properties located in Kansas City, Missouri (2),
Kansas City, Kansas and Charlotte, North Carolina are held for
sale.

A majority of the Company's revenues are derived from the sale
of rigid paperboard containers, primarily for the retail and
wholesale packaged frozen dairy dessert industry.  The containers
vary in style, size and composition and are marketed under the
following trade names: Bulkan*, Convocan*, Nestyle*, Ultrakan*, and
Vektor**. 

The Bulkan container is a spirally wound container used in bulk
service applications such as food service, restaurants, and frozen
dessert stores.  The Convocan container is a smaller retail-size
package that is cylindercally shaped and constructed from a one
piece sidewall rather than a spiral construction.  The Convocan is
used primarily to package frozen dairy desserts.  The Ultrakan
container is a cylindrical container formed from a one piece 

*Registered
**Trademark


sidewall that is tailored to both the product and market in which
it is to be used.  The Vektor container is similar to the Ultrakan
container in that its is not limited to a cylinder.   Both the
Ultrakan and Vektor packages are used in a variety of food and non-food 
applications.  The Bulkan, Convocan, Ultrakan, and Vektor
packages are partially manufactured at the customers' facility with
equipment manufactured by the Company and leased to the customer.

Nestyle containers are tapered round packages available in a
variety of sizes for the retail market.  These containers are used
for frozen dairy dessert, carryout foods, and non-food
applications.  Generally, Nestyle containers are assembled at the
Company's facility and shipped nested to the customer for filling
and sealing. 

The Company manufactures a variety of flexible packaging
materials to serve markets for container decoration and closures,
condiment pouches, food and medical packaging, as well as household
and personal care item packaging.  The Company's flexible packaging
products are generally sold to manufacturers that use them as
packaging for end products.  The Company sells flexible features
using the Pinch-N-Seal** and Jotto* trade names.  The Company
manufactures proprietary film structures used in many of its
flexible packaging products as well as blown film products used in
the construction industry.

The Company manufactures and sells a full line of equipment to
apply sleeve labels to a variety of containers.  These machines are
marketed both domestically and internationally and are sold under
the Styrotech7 trade name.  

        Historically, the Company's operations were managed on a
plant-by-plant profit center basis and organized into two distinct
product groups: rigid and flexible packaging.  In December 1995,
the Company embarked on a restructuring and reorganization plan
(the "Restructuring Plan") to strengthen management and align
operations into a market-driven strategy.  The Company now
organizes its products into the following categories:  frozen dairy
dessert packaging, container decoration for the beverage and dairy
markets, dispensed sauce packaging for the food service markets, 

*Registered
**Trademark
<PAGE>

     As part of the Restructuring Plan, the Company is reducing
fixed overhead costs through facility consolidations and is
eliminating duplicative processes by centralizing various service
and food packaging.  The Company also manufactures machinery that
it leases and sells to complement its packaging systems strategy in
various markets. functions.  In early 1996, the Company ceased the
rigid paperboard packaging operations at its DeSoto, Kansas
facility and consolidated such operations into the Fulton, New York
and Los Angeles, California facilities.  During the second quarter
of 1996, the Company relocated its machinery manufacturing and
research and development operations from other Kansas City area
facilities to the DeSoto facility, followed by the relocation of
the corporate headquarters from Overland Park, Kansas to the DeSoto
facility in the third quarter of 1996.  During the first quarter of
1997, the Company completed the consolidation of the Raleigh, North
Carolina machine manufacturing operations into the DeSoto facility,
and expects to complete the consolidation of its Charlotte, North
Carolina flexible packaging operations into the Akron, Ohio
facility.  The Company will continue to use the Raleigh facility as
a sales and service center.  The Company expects to sell the Kansas
City, Missouri and Charlotte facilities during the first quarter of
1997.  

     On March 3, 1997, the Company sold its rigid plastic packaging
operation, which was incurring substantial losses.  The operation
was sold for $9.0 million. The facility where this business was
previously conducted is now leased to the buyer.   The operation
manufactured containers for cultured dairy products, marketed under
the Plastyle* trade name, for sale primarily in the western United
States. The Company sold its rigid plastic packaging operation
since it no longer fit the Company's long-range strategic plans.  


  Sources of Raw Materials

  The Company purchases paperboard, steel, ink, adhesives,
resins, film, cartons and supplies from numerous vendors, some of
whom supply substantial amounts.  While multiple sources of these
materials are available, the Company prefers to develop strategic
alliances with selective vendors in order to obtain the best
quality, service and price.  The Company has experienced little or
no difficulty in obtaining adequate supplies of raw materials. The
Company does not purchase any raw materials under long-term or
take-or-pay supply contracts.  

  Trademarks and Patents

  The Company's products are manufactured using machinery and
processes covered by patents owned or controlled by the Company.
The Company has domestic and foreign registered trademarks which
are used in connection with both product names and distinctive
designs.  However, the Company views its business as one which is
not primarily dependent on patent or trademark protection.

  On a non-exclusive basis the Company licenses others,
domestically and in foreign countries, to produce paperboard
components, assemble containers, sublease its machinery and use its
trademarks in the production of containers.  Revenues from these
licensing activities have been negligible.

  Seasonal Operations

  The Company's business is somewhat seasonal due to the nature
of the frozen dessert and beverage markets.  Approximately 55% of
the Company's sales and 70% of the Company's profits occur during
the second and third quarters. 

  <PAGE>
Customers

  The Company has one customer, Dreyer's Grand Ice Cream, which
constituted approximately 13% of the Company's revenue for 1996. 
While not anticipated, the loss of this account would have a
material adverse impact on the Company.

  Sales and Backlog

  As of December 31, 1996, the Company had backlog orders of
approximately $46 million.  Most of the backlog is expected to be
shipped before the end of the first quarter of 1997.

  Customers may place annual orders with shipments scheduled
over an extended period. A substantial portion of the Company's
sales are made under extended-term sales contracts that are subject
to periodic adjustments for raw material and other cost increases. 
Backlog figures and comparisons to prior periods vary because of a
number of factors and are not necessarily indicative of past or
future operating results.


  Competition

  The Company's business is highly competitive and subject to
intense pricing pressures.  There are numerous producers of
packaging materials supplying the frozen dessert other packaged
food markets.  Many of these competitors are larger than the
Company and have greater financial resources.  

  In order to strengthen its competitive position, the Company
embarked on the Restructuring Plan in December 1995 (See Business - 
General).  While it is expected that the Restructuring Plan will
reduce costs and increase its competitive advantage, there is no
assurance that the Company's revenues or profits will increase. 

  While industry statistics are not available, the Company
believes it is the largest manufacturer of containers for the
frozen dessert market nationally.  The Company's market penetration
varies from region to region and by type of container.  The Company
believes it has a major competitive position in the bulk frozen
dessert container market, although competition in this market is
also very competitive. 

  In the half gallon, quart and pint frozen dessert market, the
Company's round containers compete with round containers
manufactured principally by Sweetheart Cup Company and Tetra Pak. 
The Company's round containers also compete with the more
traditional square packages, which are manufactured by James River
Corporation and other companies.  As a general matter, the
Company's frozen dessert containers are more expensive than square
packages.  Accordingly, the Company's containers are primarily sold
to producers of premium frozen dessert to whom container quality,
product image and customer service are more important
considerations than price.

  In non-dairy markets, the Company competes with numerous
companies which manufacture a variety of containers using many
different materials and forms of construction.  The Company targets
its marketing of the Ultrakan and Vektor containers to customers
that emphasize product image.  Depending on the market, price may
also be an important competitive factor.  The Company does not have
a significant share of any such markets.

  The Company's flexible packaging products enjoy an identity
for high-quality graphics and sophisticated laminations.  The
Company's flexible packaging products are sold in highly
competitive markets which include snack foods, condiments, dried
fruits, container decorations and lidding for aseptically packaged
products.  The flexible packaging market is highly fragmented and
the Company competes against many suppliers.  

        The Company also manufactures and sells sleeve label
application equipment for food and non-food markets both
domestically and internationally.  These machines are sold through
both the Company's own sales force and through brokers.  A
significant portion of these sales are to international customers
which present unique pricing and market risks.  

Financial information about the Company's major markets.
                                    (in thousands of dollars)
                              1996            1995          1994

                          Net            Net           Net
                        Revenues  %   Revenues  %   Revenues    %
Packaging
 Frozen Desserts       $122,549   47 $138,330   49  $139,764    47
 Other Food Products     98,651   38   98,455   35    98,575    33
 Non-food                24,757   10   32,112   11    32,260    11  
Medical                   4,665    2    5,120    2     3,785     1
 Other Dairy Products     2,268    1    2,161    1     1,598     6
Lease Revenue             4,346    2    4,489    2     4,670     2
 Total                 $257,236  100 $280,667  100  $280,652   100


     Financial information about the Company's foreign and domestic
operations and export sales.

                                      (in thousands of dollars)
                                    1996          1995       1994
Revenues
  Domestic                       $237,433       $263,726   $270,650
  Foreign                          19,803         16,941     10,002
  Total Revenues                 $257,236       $280,667   $280,652 


Operating Income (Loss)
  from Continuing Operations
  Domestic                       $    401       $ (1,141)  $ 22,390
  Foreign                           3,800          4,235      3,101
  Operating Income (Loss)        $  4,201       $ (3,094)  $ 25,491

Identifiable Assets
  Domestic                       $218,492       $224,977   $237,829
  Foreign                           4,793          2,864      1,825
  Total Assets                   $223,285       $227,841   $239,654 

     Export sales are made mainly to customers in Canada, South
America, Western Europe, Japan and Australia.

     Research and Development

     The Company is actively engaged in designing and developing new
products and adapting existing products for new uses.  A staff of
engineers, designers and machinery specialists evaluate product
ideas initiated by the Company's personnel or by customers seeking
new and better containers.  The Company also has a staff of
designers and engineers responsible for the design, development and
modification of the Company's production processes and the
machinery used for production in the Company's plants and in
customers' facilities.  Approximately $5,735,000, $6,032,000 and
$5,644,000 were expended for research and development in 1996, 1995
and 1994, respectively. 

     During 1996, as part of the Restructuring Plan, the Company
consolidated its Research and Development facility previously
located in Kansas City, Missouri into its corporate headquarters
facility in DeSoto, Kansas.  The Company believes that certain
synergies may be gained by having its Research and Development
staff physically located with the Company's Marketing and Strategy
staff.



      Environmental and Governmental Regulation

      Since most of the Company's containers and packages are used
in the food industry, the Company is subject to the manufacturing
standards of and inspection by the U.S. Food and Drug
Administration. Historically, compliance with the standards of the
food industry has not had a material effect on the Company's
earnings, capital expenditures, or competitive position.

     The manufacturing operations of the Company are subject to
federal, state, and local regulations governing the environment and
the discharge of materials into air, land and water as well as the
handling and disposal of solid and hazardous wastes.  The Company
believe it is in substantial compliance with applicable
environmental regulations and does not believe that costs of
compliance will have a material adverse effect on its earnings,
capital expenditures, or competitive position.

     The Company has been notified that it is a potentially
responsible party (PRP) under Comprehensive Environmental Response,
Compensation, and Liability Act of 1980(CERCLA) with respect to the
remediation of certain sites where hazardous substances have been
released into the environment.  The Company cannot predict with
certainty the total costs of remediation.  However, based on
investigations to date, the Company believes that any liability
with respect to these sites would not be material to the financial
condition and results of operations of the Company.  There can be
no certainty that the Company will not be named as a PRP at
additional Superfund sites or be subject to other environmental
matters in the future or that the costs associated with those sites
or matters would not be material.  


     Employees

     The Company's average number of employees for 1996 was 1,603. 
Approximately 40% of the Company's employees are covered by collective
bargaining agreements.  During 1997, two collective bargaining
agreements covering approximately 9% of the Company's employees are
scheduled for renegotiation.  Management considers its employee
relations to be good.  

     Forward Looking Statements

     Except for historical information contained herein, the matters set
forth in this report or in oral statements made by officers of the
Company are forward looking statements that involve certain risks and
uncertainties that could cause actual results to differ materially from
those in the forward looking statements.  The Company's expectations
respecting future revenues and profits assume, among other things,
reasonable continued growth in the general economy which affects demand
for the Company's products, reasonable stability in raw material
pricing, any changes in which affect customer purchasing decisions as
well as the Company's revenues and margins, and successful execution of
the Company's Restructuring Plan.

The costs and benefits of the Company's Restructuring Plan may vary from
the Company's original expectations due to various factors such as:  the
extent of management's ability to control costs; inefficiencies,
overheads and operational issues during the transition period; sales
prices realized upon future disposal of redundant or unneeded assets,
particularly real property which is subject to future supply and demand
conditions in various real estate markets; higher or lower than
anticipated rates of relocation or resignation of employees who
otherwise would receive termination payments; and difficulties inherent
in forecasting results of an operating mode different from that which
exists at the time the forecast is made.  Investors are also advised to
consider other risks and uncertainties that may be discussed in
documents filed by the Company with the Securities and Exchange
Commission.

Item 2.  Properties.

     The following tables set forth the location, approximate square
footage, and principal use of each of the Company's facilities.  The
Company believes that its facilities are well maintained and suitable
for their respective uses.  



                             Owned Facilities

                                   Square         Principal
Location                            Feet          Use

Kansas City, Missouri(1)           25,000        Office
Kansas City, Missouri(1)           60,000        Manufacturing
Fulton, New York                   57,000        Warehouse
Fulton, New York                  668,000        Manufacturing and
                                                   warehouse 
Kansas City, Kansas(1)(2)         280,000        Warehouse
DeSoto, Kansas                    480,000        Corporate office,
                                                   manufacturing, 
                                                   warehouse    
Los Angeles, California           172,000        Manufacturing
Los Angeles, California(2)        190,000        Manufacturing
San Leandro, California           129,000        Manufacturing and
                                                   warehouse
Akron, Ohio                       105,000        Manufacturing and
                                                   warehouse
Charlotte, North Carolina(1)      115,000        Manufacturing and
                                                   warehouse

(1)  Held for sale.
(2)  Leased to a third party.


                             Leased Facilities

                               Square    Lease
       Location                  Feet   Expiration       Use

Los Angeles, California         51,000    2000      Warehouse
San Leandro, California         23,500    1997      Warehouse
Raleigh, North Carolina          7,500    1997      Office
Virginia, QLD., Australia       40,500    1998      Manufacturing and
                                                     warehouse



Item 3.  Legal Proceedings.

       In the ordinary course of business, the Company and its
subsidiaries are subject to various pending claims, lawsuits, and
contingent liabilities.  The Company maintains appropriate insurance
policies to protect against various claims and lawsuits.  The Company
does not believe that the disposition of these matters will have a
material adverse effect on the Company's consolidated financial position
or results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders.           
     None


                                PART II


Item 5.  Market for the Registrant's Common Equity and Related
Stockholder Matters.

           Quarter           High          Low      Dividend per Share


1996
           Fourth           $12 1/2      $ 9 3/4               $  -
           Third             12 1/2       11 1/16              $.120
           Second            14 3/4       10 7/8               $.120
           First             12 1/2        9 7/8               $.120



1995       Fourth           $13          $10 1/2               $.120
           Third             17           11 1/2               $.120
           Second            19 3/4       15 3/4               $.120
           First             19 1/2       16 3/4               $.120


       The Common Stock, which has a par value of $.10 per share, is
traded in the over-the-counter market.  It is included in the NASDAQ
National Market System ("NMS")under the symbol SRCO.  The table above
sets forth the high and low sale prices, as quoted by NMS, and dividends
paid for each quarter of the last two calendar years.  These quotations
reflect inter-dealer prices, without markup, markdown or commissions.

     The Company suspended its regular dividend during the fourth
quarter of 1996.  The Company is subject to restrictions governing the
payment of dividends by its various borrowing agreements (See
"Management Discussion and Analysis").  The Company expects to resume a
dividend when the Company's performance warrants such resumption and the
Company is permitted to do so by its borrowing agreements.  

       As of December 31, 1996, there were approximately 419
shareholders of record. 


Item 6.  Selected Financial Data.

      The selected financial data for the five years ended December 31,
1996 are incorporated herein by reference from the Company's 1996 Annual
Report to Stockholders.


Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

      Management's review and comments on the consolidated financial
statements are set forth in the Company's 1996 Annual Report and are
incorporated herein by reference. 


Item 8.  Financial Statements and Supplementary Data.

      The consolidated financial statements of the Company, including
notes thereto, together with the report thereon of KPMG Peat Marwick LLP
("Peat Marwick") dated February 9, 1997, and supplementary data
appearing in the 1996 Annual Report to Shareholders are incorporated
herein by reference. 


Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.


     Peat Marwick served as the auditors of the Company's books and
records for the fiscal year ended December 31, 1996.  Representatives of
Peat Marwick are expected to attend the Annual Meeting and, if present,
will be available to respond to appropriate questions by stockholders
and will have an opportunity to make a statement if they desire.

     Pursuant to recommendation made to it by the Audit Committee, on
March 12, 1996 the Board of Directors dismissed Arthur Andersen LLP
("Arthur Andersen") and engaged Peat Marwick to serve as the independent
public accountants of the Company's books and records for the fiscal
year ending December 31, 1996, such replacement and engagement to be
effective beginning April 1, 1996.  The Audit Committee's recommendation
to change independent public accountants was made on the basis of
written presentations made by several independent public accounting
firms (including Arthur Andersen and Peat Marwick) to the Audit
Committee. 

    The certifying accountant's report of Arthur Andersen for each of
the fiscal years ended December 31, 1995 and 1994, respectively,
contains no adverse opinion, disclaimer of opinion or qualifications or
modifications as to uncertainty, audit scope or accounting principles. 
There were no disagreements with Arthur Andersen on any matter of
accounting principle or practice, financial statement disclosure, or
auditing scope or procedure for the fiscal years ended December 31, 1995
and 1994, respectively.

     The Company provided notice to Arthur Andersen on March 12, 1996
and filed Form 8-K on April 1, 1996 in accordance with Item 304 of
Regulation S-K. 



                               PART III


Item 10.  Directors and Executive Officers of the Registrant.

       Information regarding directors and executive officers is
incorporated herein by reference from the Company's definitive proxy
statement dated March 31, 1997.

Item 11.  Executive Compensation.

       Information regarding executive compensation is incorporated
herein by reference from the Company's definitive proxy statement dated
March 31, 1997.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management.

      Information regarding security ownership of certain beneficial
owners and management is incorporated herein by reference from the
Company's definitive proxy statement dated March 31, 1997.


Item 13.  Certain Relationships and Related Transactions.

       None.



                                PART IV


Item 14.  Exhibits, Financial Statement Schedule and Reports on Form
8-K.

(a)    The following documents are filed as part of this report:

        (1)  Financial Statements:
                                                       Page
             Consolidated Income Statements for          13
              the years ended December 31, 1996, 
              1995, and 1994

             Consolidated Balance Sheets at            14-15
              December 31, 1996 and 1995 

             Consolidated Statements of Cash           16-17
              Flows for the years ended
              December 31, 1996, 1995, and 1994

             Consolidated Statements of                  18
              Stockholders' Equity for 
              years ended December 31, 1996,
              1995, and 1994

             Notes to Consolidated Financial             19
              Statements

             Report of Independent Public                28
              Accountants

             Incorporated herein by reference from the indicated 
             pages of the 1996 Annual Report to Shareholders.



(2)   Exhibits

  Certain of the exhibits to this Report are hereby 
  incorporated by reference from other documents on file
  with the Commission with which they are physically filed,
  to be a part hereof as of their respective dates.
  

Exhibit 
Number                 Description                               

          3(a)    Certificate of Incorporation, as amended, of
                  the Registrant (Incorporated by reference from
                  Exhibit 3(a) to Form 10-K for year ended
                  December 31, 1987)
       
          3(b)    Amended and Restated Bylaws dated February 17,
                  1988 (Incorporated by reference from Exhibit
                  3(b) to Form 10-K for year ended December 31,
                  1987)
       
          4(a)    Specimen Common Stock Certificate (Incorporated
                  by reference from Exhibit 4 to Amendment No. 1
                  to Form S-1, effective April 2, 1986
                  (Registration No. 33-3508)("Form S-1"))
       
          4(b)    Loan Agreement with Metropolitan Life Insurance Company
                  for $40,000,000, 8.15% Senior Notes due October 22, 1998
                  (Incorporated by reference from Exhibit 4(d) to Form 10-K
                  for year ended December 31, 1993.)
       
          4(c)    Credit Agreement with UMB Bank, n.a. dated
                  October 22, 1991 for a $25,000,000 line of
                  credit (Incorporated by reference from Exhibit
                  4(c) to Form 10-K for year ended December 31,
                  1993.)
       
          4(d)    Note Agreement with The Prudential Insurance
                  Company of America for $35,000,000, 6.75%
                  Senior Notes due September 9, 2008
                  (Incorporated by reference from Exhibit 4(b) to
                  Form 10-K for year ended December 31, 1993.)
        
          4(e)    First Amendment to the credit agreement with
                  UMB Bank, n.a. for a $30,000,000 line of credit
                  dated August 5, 1994.  (Incorporated by
                  reference from Exhibit 4(d) to Form 10-K for
                  the year ended December 31, 1994.)
       
          4(f)    Second Amendment to the credit agreement with
                  UMB Bank, n.a. for a $40,000,000 line of credit
                  dated December 20, 1994.  (Incorporated by
                  reference from Exhibit 4(e) to Form 10-K for
                  the year ended December 31, 1994.)
         
          4(g)    Master Shelf Agreement with Prudential Insurance Company
                  of America for $75,000,000 Senior Notes and $30,000,000,
                  7.09% Senior Notes, Series A, due October 17, 2010.
                  (Incorporated by reference from Exhibit 4(g) to Form 10-K
                  for the year ended December 31, 1995.)
       
          4(h)    Third Amendment to the credit agreement with
                  UMB Bank, n.a. for a $30,000,000 line of credit
                  dated December 1, 1995. (Incorporated by
                  reference from Exhibit 4(h) to Form 10-K for
                  the year ended December 31, 1995.)
       
          4(i)    Waiver of compliance and amendment to note
                  agreements with The Prudential Insurance
                  Company of America, Metropolitan Life Insurance
                  Company, Mutual of Omaha Insurance Company, and
                  UMB Bank, n.a. dated January 24, 1996, filed
                  herewith.  
       
          4(j)    Waiver of compliance to note agreements with
                  The Prudential Insurance Company of America,
                  Metropolitan Life Insurance Company, Mutual of
                  Omaha Insurance Company, and UMB Bank, n.a.
                  dated October 17, 1996 filed herewith.  
         
         10(a)    Trademark License Agreement between Sealright
                  Co., Inc. and Sealright Packaging Company dated
                  December 31, 1990 (Incorporated by reference
                  from Exhibit 10(h) to Form 10-K for year ended
                  December 31, 1993.)
       
         10(b)    Patent License Agreement between Sealright Co.,
                  Inc. and Sealright Packaging Company dated
                  December 31, 1990 (Incorporated by reference
                  from Exhibit 10(i) to Form 10-K for year ended
                  December 31, 1993.)
       
         10(c)    Incentive Compensation Plan of Sealright Co.,
                  Inc. effective January 1, 1986 (Incorporated by
                  reference from Exhibit 10(i) to Form S-1)
       

         10(d)    Sealright Co., Inc. Amended and Restated 1987
                  Stock Option Plan (Incorporated by reference
                  from Form S-8, effective November 2, 1988
                  (Registration No. 33-25304))
       
         10(e)    Retirement Income Plan of Sealright Co., Inc.
                  dated January 1, 1994 (Incorporated by
                  reference from Exhibit 10(n) to Form 10-K for
                  year ended December 31, 1993.)
       
         10(f)    Sealright Co., Inc. and Subsidiaries Long-Term
                  Incentive Plan "Restated" effective January 1,
                  1992 and amended on January 15, 1992
                  (Incorporated by reference from Exhibit 10(o)
                  to Form 10-K for year ended December 31, 1993.)
       
         10(g)    Employment Agreement with John T. Carper, Vice
                  President-Finance effective May 16, 1994. 
                  (Incorporated by reference from Exhibit 10(n)
                  to Form 10-K for the year ended December 31,
                  1994.)
       
         10(h)    Sealright Co., Inc. Deferred Compensation Plan effective
                  January 1, 1994.  (Incorporated by reference from Exhibit
                  10(o) to Form 10-K for the year ended December 31, 1994.)
       
         10(i)    Employment Term Sheet with Charles F. Marcy, President
                  and Chief Executive Officer effective August 14, 1995.
                  (Incorporated by reference from Exhibit 10(p) to Form 10-K
                  for the year ended December 31, 1995.)
       
         10(j)    Stock Option Agreement with Charles F. Marcy effective
                  August 14, 1995. (Incorporated by reference from Exhibit
                  10(q) to Form 10-K for the year ended December 31, 1995.)
       
         10(k)    Incentive Stock Option Agreement with Charles F. Marcy
                  effective August 14, 1995. (Incorporated by reference
                  from Exhibit 10(r) to Form 10-K for the year ended
                  December 31, 1995.)
       
         10(l)    Noncompetition and Nondisclosure Agreement with Charles
                  F. Marcy effective August 14, 1995. (Incorporated by
                  reference from Exhibit 10(s) to Form 10-K for the year
                  ended December 31, 1995.)
       
         10(m)    Separation Agreement with Marvin W. Ozley effective
                  August 14, 1995. (Incorporated by reference from Exhibit
                  10(t) to Form 10-K for the year ended December 31, 1995.)
       
         10(n)    Sealright Long-Term Savings Plan (Incorporated by
                  reference from Form S-8, effective February 16, 1996
                  (Registration No. 333-00979))
       
         10(o)    Sealright Co., Inc. 1995 Stock Option Plan, filed
                  herewith.
       
         10(p)    Employment Term Sheet with J. Patrick Muldoon, Vice
                  President, effective January 5, 1996, filed herewith.
       
         10(q)    Assignment and Bill of Sale and Assumption of
                  Liabilities between Sealright Co., Inc. and
                  Sealright Packaging Company dated December 31,
                  1996, filed herewith. 
       
         10(r)    Assignment and Bill of Sale between Sealright
                  Co., Inc. and Sealright Manufacturing - West,
                  Inc. dated December 31, 1996, filed herewith.
       
         13       1996 Annual Report to Shareholders, filed
                  herewith.
       
         21       Subsidiaries of the Registrant, filed herewith.
       
         23(a)    Consent of KPMG Peat Marwick LLP, for financial
                  statements for the year ended December 31,
                  1996, filed herewith.
       
         23(b)    Consent of Arthur Andersen LLP, for financial
                  statements for the years ended December 31,
                  1995 and 1994, filed herewith.
       

(b)  Reports on Form 8-K

     No report on Form 8-K was filed during last quarter of the period
covered by this report.
       
<PAGE>
       

                          SIGNATURES



 
       Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 Sealright Co., Inc. 
                                 (Registrant)


                                 By/s/ Charles F. Marcy  
                                 Charles F. Marcy
                                 President and Chief
                                 Executive Officer
                                 Dated: March 21, 1997



       Pursuant to the requirements of the Securities Act of 1934,
this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.

       Signature                      Title           Date

/s/ Charles F. Marcy         President and Chief   March 21, 1997
Charles F. Marcy             Executive Officer

/s/ John T. Carper           Senior Vice President March 21, 1997
John T. Carper               Finance and Principal
                             Accounting Officer    

/s/ G. Kenneth Baum          Director              March 21, 1997
G. Kenneth Baum

/s/ D. Patrick Curran        Director              March 21, 1997
D. Patrick Curran

/s/ F. O. DeSieghardt        Director              March 21, 1997 
Frederick O. DeSieghardt

/s/ Robert F. Hagans         Director              March 21, 1997 
 Robert F. Hagans
                 
/s/ Marvin W. Ozley          Director              March 21, 1997
Marvin W. Ozley

/s/ Arthur R. Schulze        Director              March 21, 1997
Arthur R. Schulze

/s/Charles A. Sullivan       Director              March 21, 1997
Charles A. Sullivan

/s/ William D. Thomas        Director              March 21, 1997
William D. Thomas