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, 1995    Commission file number 0-14825


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

                            7101 College Boulevard
                         Overland Park, Kansas 66210
                       Telephone number (913) 344-9000




                    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]

       The aggregate market value of voting stock held by
non-affiliates of the Registrant is approximately $67.3 million as of
February 29, 1996.

                 
             11,071,991 Shares of Common Stock, $.10 par value
(Number of shares of common stock outstanding as of February 29, 1996)

       Part II incorporates information by reference from the
Registrant's 1995 Annual Report to Stockholders.  Part III
incorporates information by reference from the Registrant's definitive
proxy statement, dated March 29, 1996.

<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, 1995, the Company operated nine domestic
manufacturing facilities located in Fulton, New York, DeSoto, Kansas,
Los Angeles, California (2), Kansas City, Missouri, Akron, Ohio, San
Leandro, California, Charlotte, North Carolina, and Raleigh, North
Carolina. Additionally, the Company operated one manufacturing
facility in Brisbane, Australia.  

     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 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
structural properties are custom tailored to the product but its shape
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 thermoformed and injection molded
plastic containers in a variety of shapes and sizes which are used
primarily to package retail cultured dairy products.  These products
are marketed under the Plastyle  trade name.  The Company markets
plastic containers primarily in the Western United States.

     Beginning in 1986, the Company acquired three companies operating
in the flexible packaging segment of the packaging industry.  The
Company manufactures a variety of 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 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
Styrotech  trade name.  

     Prior to 1996, the Company's operations were organized on a
location profit center basis and the Company operated two distinct
product groups, Rigid and Flexible.  In December 1995, the Company
announced a restructuring plan that will reorganize the Company's
operations into centrally controlled functional areas.  Under the
restructuring plan, several manufacturing facilities will be closed
and their operations consolidated with other facilities.  The
restructuring plan will reduce the Company's overall workforce by 12
percent.  


       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.  Alternative sources of these materials
are generally available.

       Trademarks and Patents

       The manufacture of many of the Company's products is
accomplished 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 market, with approximately 54% of the Company's
sales and 70% of the Company's profits occurring during the second and
third quarters.  The previously announced restructuring plan will
distort the Company's historical quarterly profit distribution until
the plan is fully implemented.

       Customers

       The Company has one customer, Dreyer's Grand Ice Cream, which
constitutes approximately 11% of the Company's revenue.  The loss of
this account would have a material adverse impact on the Company.

       Backlog

       The backlog as of December 31, 1995, was estimated to be
$50,000,000.  The backlog is expected to be filled within the first
quarter of 1996.

       Competition

       The Company's business is highly competitive.  There are
numerous producers of containers supplying the frozen dessert market
and other markets of the packaged food industry, many of which have
greater financial resources than the Company.  The Company is
attempting to strengthen its competitive advantage in the various
markets in which it operates through a Company-wide restructuring plan
announced in December 1995.  This program is described more fully in
the Company's 1995 Annual Report.

       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 several different producers.  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.

       The Company's principal market for its plastic containers is
the cultured dairy market in the Western United States.  The Company
believes it is the largest manufacturer of plastic containers in this
market, where it competes with several competitors.  While customer
service and product quality are important, this market is extremely
price sensitive.

       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 container for customers to 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 produces flexible packaging products at three
locations nationwide.  The Company enjoys 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 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.

       The following table sets forth the net revenues and percentage
of total net revenues in each of the Company's major markets during
the last three years.

<TABLE>
                                    (in thousands of dollars)
                                1995           1994           1993     
                                   
<CAPTION>
                          Net            Net             Net
                        Revenues    %  Revenues   %    Revenues    %
<S>                     <C>       <C>  <C>       <C>   <C>       <C>
Packaging
  Frozen Desserts       $138,330   47  $139,764   47   $131,374   48
  Other Dairy Products    15,817    5    16,015    6     14,517    5  
  Other Food Products     98,455   33    98,575   33     95,053   34  
  Medical                  5,120    2     3,785    1      3,749    1  
  Miscellaneous,
    Non-food              32,112   11    32,260   11     26,766   10  
Lease Revenue              4,489    2     4,670    2      4,206    2
  Total                 $294,323  100  $295,069  100   $275,665  100  

</TABLE>


       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
$6,032,000, $5,644,000 and $5,702,000 were expended for research and
development in 1995, 1994 and 1993, respectively.
<PAGE>
       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. 
The Company is also subject to federal, state and local laws regarding
discharge of waste materials into the environment.  Historically,
compliance with such laws has not had a material affect on the
Company's earnings, capital expenditures or competitive position.

       Number of Employees

       The Company's average number of employees for 1995 was 1,909.

       Financial information about foreign and domestic operations and
export sales.

<TABLE>
<CAPTION>
                                      (in thousands of dollars)
                                    1995          1994       1993
<S>                              <C>            <C>        <C>
Revenues
  United States                  $277,382       $285,067   $267,643  
  Export                           16,941         10,002      8,022  
  Total Revenues                 $294,323       $295,069   $275,655  


Operating Income (Loss)
  United States                  $ (8,617)      $ 22,468   $ 20,307  
  Export                            4,235          3,101      2,484  
  Operating Income (Loss)        $ (4,382)      $ 25,569   $ 22,791  


Identifiable Assets
  United States                  $225,233       $239,549   $212,904  
  Export                            2,864          1,825      1,362  
  Total Assets                   $228,097       $241,374   $214,266
</TABLE>

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



Item 2.  Properties.

       The Company owns all facilities except its corporate office in
Overland Park, Kansas, two warehouses and production facilities in
Raleigh, North Carolina and Virginia, Queensland, Australia, which are
leased.  The following tables set forth the location, approximate
square footage, year originally constructed (or lease expiration) and
principal use of each of the Company's facilities.

<PAGE>
<TABLE>
                            Owned Facilities
<CAPTION>
                    
                              Square     Year
         Location              Feet   Constructed(1)    Use
<S>                          <C>        <C>       <C>
Kansas City, Missouri . . .   25,000    1966      Research and development
Kansas City, Missouri . . .   60,000    1989      Design, production and
                                                  repair of machinery and
                                                  parts
Fulton, New York  . . . . .   57,000    1946      Warehouse
Fulton, New York  . . . . .  668,000    1922      Production of paperboard
                                                  containers
Kansas City, Kansas . . . .  280,000    1946      Idle-facility is on the
                                                  market for sale
DeSoto, Kansas  . . . . . .  480,000    1994      Production of paperboard
                                                  containers
Los Angeles, California . .  172,000    1954      Production of paperboard
                                                  containers
Los Angeles, California . .  190,000    1965      Production of plastic
                                                  containers
San Leandro, California . .  102,000    1951      Production of flexible
                                                  plastic packaging
San Leandro, California . .   12,000    1962      Warehouse
San Leandro, California . .    6,000    1962      Warehouse
San Leandro, California . .    9,200    1991      Production of flexible
                                                  plastic packaging
Akron, Ohio . . . . . . . .   21,000    1973      Offices
Akron, Ohio . . . . . . . .   84,000    1973      Production of flexible
                                                  plastic packaging
Charlotte, North Carolina .   72,200    1966      Production of flexible
                                                  plastic packaging
Charlotte, North Carolina .   32,000    1991      Warehouse
Charlotte, North Carolina .   10,600    1966      Offices


                          Leased Facilities(2)
                 
                              Square    Lease
       Location                Feet   Expiration       Use

Overland Park, Kansas  . .    17,023    1996      Executive Offices
Los Angeles, California  .    51,279    2000      Warehouse
San Leandro, California  .    22,500    1996      Warehouse
Raleigh, North Carolina  .     7,500    1996      Production of Machinery
Virginia, QLD., Australia     21,500    1998      Production of paperboard
                                                  containers
</TABLE>
(1)     The date given is the date of the original construction of the
   buildings; however from time to time the Company has made
   additions to, renovated and modernized these buildings.
(2)     See Note 4 of Notes to Consolidated Financial Statements.

<PAGE>
Item 3.  Legal proceedings.

       None.


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.
<TABLE>
<CAPTION>
               Quarter       High        Low      Dividend per Share

<S>            <C>          <C>        <C>              <C>
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



1994           Fourth       $20 3/4    $15 3/4          $.115
               Third         16 3/4     13 3/8          $.115
               Second        16 1/4     12              $.115
               First         16 1/2     13 3/4          $.115

</TABLE>


       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 under the symbol SRCO.  The table above sets
forth the high and low sale prices, as quoted by National Market
System of NASDAQ, and dividends paid for each quarter of the last two
calendar years.  These quotations reflect inter-dealer prices, without 
markup, markdown or commissions.

       There are approximately 449 registered holders of common stock
as of February 29, 1996, based on securities position listings.  As
part of the Company's various borrowing agreements (filed as exhibits
to this and previous Form 10-K reports), the Company is subject to
certain restrictions which govern the payment of common stock
dividends.  As of December 31, 1995, the Company achieved the
necessary financial ratios in order to continue to pay dividends.  The
Company expects to continue paying dividends.


Item 6.  Selected financial data.

       Incorporated herein by reference from the Company's 1995 Annual
Report to Stockholders, page 15.


Item 7.  Management's discussion and analysis of financial condition
and results of operations.

       Incorporated herein by reference from the Company's 1995 Annual
Report to Stockholders, pages 16 and 17.


Item 8.  Financial statements and supplementary data.

       Consolidated balance sheets of the Company at December 31,
1995, and 1994, and the related Consolidated Statements of Income,
Stockholders' Equity and Statement of Cash Flows for each of the three
years in the period ended December 31, 1995 and the report of
independent public accountants thereon for the years ended December
31, 1995, 1994 and 1993, are hereby incorporated by reference from the
Company's 1995 Annual Report to Stockholders, pages 18 through 28.

Item 9.  Changes in and disagreements with accountants on accounting
and financial disclosure.

     Arthur Andersen LLP ("Arthur Andersen") served as the auditors of
the Company's books and records for the fiscal year ended December 31,
1995.  Representatives of Arthur Andersen 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 and
engaged KPMG Peat Marwick LLP ("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, 1994 and 1995, 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, 1994 and 1995, respectively, or the interim period ending
March 31, 1996.  Arthur Andersen has been authorized by the Company to
respond fully to inquiries of Peat Marwick.  The Company has not
consulted with Peat Marwick regarding application of accounting
principles prior to their engagement.

     The Company provided notice to Arthur Andersen on March 12, 1996
of its replacement and has requested a response from Arthur Andersen
to the statements made by the Company in accordance with the
requirements of 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, pages 4 through 6.

Item 11.  Executive compensation.

       Information incorporated herein by reference from the Company's 
definitive proxy statement, page 7 (specifically excluding disclosures
in such section relating to Item 402 (k) and (l) of Regulation S-K).


Item 12.  Security ownership of certain beneficial owners and
management.

       Information incorporated herein by reference from the Company's 
definitive proxy statement, pages 2 and 3.


Item 13.  Certain relationships and related transactions.

       None.



                              PART IV
         

Item 14.  Exhibits, financial statement schedules and reports on Form
8-K.

       The financial statements, notes to Consolidated Financial
Statements and supplementary information listed in the accompanying
index to consolidated financial statements are filed as part of this
report.

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

       All financial statement schedules have been omitted since the
required information is included in the financial statements or the
notes thereto, is not applicable or required, or is immaterial.



                    SEALRIGHT CO., INC. AND SUBSIDIARIES


                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 

                               [Item 14(a)]
       

                                                                          
                                                           Page References 
                                                             Annual Report
                                                                  To
                                                             Stockholders 

Report of Independent Public Accountants . .                      28       
Consolidated Balance Sheets at December 31,
  1995 and 1994  . . . . . . . . . . . . . .                     18-19    
Consolidated Statements of Income for each 
  of the three years in the period ended 
  December 31, 1995  . . . . . . . . . . . .                       20
Consolidated Statements of Stockholders' Equity
  for each of the three years in the period
  ended December 31, 1995  . . . . . . . . .                       20 
Consolidated Statements of Cash Flows for each
  of the three years in the period ended
  December 31, 1995  . . . . . . . . . . . .                       21
Notes to Consolidated Financial Statements .                     22-28     
                                                                           
                              


       All other schedules have been omitted as the required
information is not present in amounts sufficient to require submission
of the schedule or because the information is included in the
Consolidated Financial Statements or the notes thereto.

<PAGE>
                   SEALRIGHT CO., INC. AND SUBSIDIARIES
      
                            Index to 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 fof $75,000,000 Senior Notes and $30,000,000, 7.09%
        Senior Notes, Series A, due October 17, 2010, filed herewith.

   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, filed herewith.
  
  10(a) Asset Purchase Agreement between Venture Packaging,
        Inc., and Seaven, Inc., dated December 31, 1992
        (Incorporated by reference from Exhibit 2 to Form 8-K,
        dated January 13, 1993)

  10(b) Environmental Agreement between Venture Packaging,
        Inc. and Seaven, Inc. dated December 30, 1992
        (Incorporated by reference from Exhibit 10(d) to Form
        10-K for year ended December 31, 1993.)

  10(c) Bill of Sale between Sealright Co., Inc. and Sealright
        Packaging Company dated December 31, 1990
        (Incorporated by reference from Exhibit 10(e) to Form
        10-K for year ended December 31, 1993.)

  10(d) Assignment of Agreements between Sealright Co., Inc.
        and Sealright Packaging Company dated December 31,
        1990 (Incorporated by reference from Exhibit 10(f) to
        Form 10-K for year ended December 31, 1993.)

  10(e) Assignment of Intangibles between Sealright Co., Inc.
        and Sealright Packaging Company dated December 31,
        1990 (Incorporated by reference from Exhibit 10(g) to
        Form 10-K for year ended December 31, 1993.)

  10(f) 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(g) 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(h) Incentive Compensation Plan of Sealright Co., Inc.
        effective January 1, 1986 (Incorporated by reference
        from Exhibit 10(i) to Form S-1)

  10(i) Sealright Co., Inc. 1986 Incentive Stock Option Plan
        (Incorporated by reference from Exhibit 10(j) to Form
        S-1)

  10(j) 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(k) Investment Letter Agreement between Sealright Co.,
        Inc. and George K. Baum & Company dated July 19, 1993
        (Incorporated by reference from Exhibit 10(m) to Form
        10-K for year ended December 31, 1993.)

  10(l) 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(m) 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(n) 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(o) Sealright Co., Inc. Deferred Compensation Plan effective January
        1, 1994.  (Incorporated by reference from Exhibit 10(o) to From
        10-K for the year ended December 31, 1994.)

  10(p) Employment Term Sheet with Charles F. Marcy, President and Chief
        Executive Officer effective August 14, 1995, filed herewith.

  10(q) Stock Option Agreement with Charles F. Marcy effective
        August 14, 1995, filed herewith.

  10(r) Incentive Stock Option Agreement with Charles F. Marcy effective
        August 14, 1995, filed herewith.

  10(s) Noncompetition and Nondisclosure Agreement with Charles F. Marcy
        effective August 14, 1995, filed herewith.

  10(t) Separation Agreement with Marvin W. Ozley effective August 14,
        1995, filed herewith.

  13         1995 Annual Report to Shareholders, filed herewith.

  21         Subsidiaries of the Registrant, filed herewith.

  23         Consent of Independent Public Accountants









<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 25, 1996



       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 25, 1996
Charles F. Marcy        Executive Officer

/s/ John T. Carper      Vice President Finance     March 25, 1996
John T. Carper          and Principal Accounting
                         Officer

/s/ G. Kenneth Baum     Director                   March 25, 1996
G. Kenneth Baum

/s/ D. Patrick Curran   Director                   March 25, 1996
D. Patrick Curran

/s/ F. O. DeSieghardt   Director                   March 25, 1996 
Frederick O. DeSieghardt

/s/ Robert F. Hagans    Director                   March 25, 1996 
 Robert F. Hagans
                 
/s/ Marvin W. Ozley     Director                   March 25, 1996
Marvin W. Ozley

/s/ Arthur R. Schulze    Director                  March 25, 1996
Arthur R. Schulze

/s/Charles A. Sullivan  Director                   March 25, 1996
Charles A. Sullivan