EXHIBIT 10.1

                                                             CONFORMED COPY


            AMENDMENT TO GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY)


         The Third Amendment to Global Revolving Credit Agreement (364-Day) (the
"Amendment") dated as of March 24, 2000 among Sealed Air Corporation (the
"Company"), the Subsidiary Borrowers party hereto, the Subsidiary Guarantors
party hereto, the Banks party hereto, and ABN AMRO Bank N.V., as Administrative
Agent;


                              W I T N E S S E T H:

         WHEREAS, the Company and the Subsidiary Borrowers, the Guarantors, the
Banks and ABN AMRO Bank N.V., as Administrative Agent, have heretofore executed
and delivered a Global Revolving Credit Agreement (364-Day) dated as of March
30, 1998 (as amended and extended, the "Credit Agreement"); and

         WHEREAS, the parties hereto desire to further amend the Credit
Agreement as provided herein;

         NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be and hereby is amended as follows:

         1. Sections 1.01(a)(iv)(I) and 1.01(a)(v)(I) of the Credit Agreement
are each hereby amended by deleting the phrase "aggregate principal amount"
wherever it occurs therein and inserting in its place the phrase "Original
Dollar Amount".

         2. Sections 1.01(b) and (c) of the Credit Agreement are hereby amended
in their entirety and as so amended shall read as follows:

                       (b) Subject to and upon the terms and conditions set
                  forth herein, ABN AMRO in its individual capacity and TD in
                  its individual capacity each agrees (severally, not jointly)
                  to make, at any time and from time to time on or after the
                  Effective Date and prior to the Swingline Expiry Date, a
                  Swingline Loan or Swingline Loans, which Swingline Loans (i)
                  if made by ABN AMRO, shall be made to the Company and
                  maintained in Dollars as Base Rate Loans or at a fixed rate
                  (for a period not to exceed 30 days) as quoted by ABN AMRO and
                  acceptable to the Company (each a "USD Offered Rate Loan")
                  and, if made by TD, shall be made to Sealed Air (Canada) and
                  (subject to Section 1.01(c)) maintained in Canadian Dollars as
                  Base Rate Loans or at a fixed rate (for a period not to exceed
                  30 days) as quoted by TD and acceptable to the Company (each a
                  "CAD Offered Rate Loan"), (ii) may be repaid and reborrowed in
                  accordance with the provisions hereof, (iii) shall not exceed
                  an Original Dollar Amount which, when


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                  added to the sum of (I) the Original Dollar Amount of all
                  Revolving Loans (exclusive of Revolving Loans which are repaid
                  with the proceeds of, and simultaneously with the respective
                  incurrence of, the Swingline Loans then being incurred) then
                  outstanding, (II) the aggregate principal amount of all Bid
                  Loans outstanding at such time (exclusive of Bid Loans which
                  are repaid with the proceeds of, and simultaneously with the
                  respective incurrence of, the Swingline Loans then being
                  incurred), (III) the Original Dollar Amount of all Swingline
                  Loans then outstanding (exclusive of Swingline Loans which are
                  repaid with the proceeds of, and simultaneously with the
                  respective incurrence of, the Swingline Loans then being
                  incurred) and (IV) the aggregate amount of all Letter of
                  Credit Outstandings at such time (exclusive of Unpaid Drawings
                  which are repaid with the proceeds of, and simultaneously with
                  the incurrence of, the Swingline Loan then being incurred),
                  equals the Total Revolving Loan Commitment (after giving
                  effect to any simultaneous reinstatement in the Total
                  Revolving Loan Commitment on such date pursuant to Section
                  1.01(d)(i)) at such time and (iv) in the case of ABN AMRO,
                  shall not exceed when added to the "Swingline Loans"
                  outstanding under the Other Credit Agreement, the Maximum
                  Swingline Amount and, in the case of TD, shall not exceed an
                  Original Dollar Amount of $50,000,000. No Swingline Lender
                  will make a Swingline Loan after it has received written
                  notice from the Required Banks stating that a Default exists
                  and specifically requesting that it not make any Swingline
                  Loans, provided that the Swingline Lenders may continue making
                  Swingline Loans at such time thereafter as the Default in
                  question has been cured or waived in accordance with the
                  requirements of this Agreement or the Required Banks have
                  withdrawn the written notice described above in this sentence.
                  In addition, no Swingline Lender shall be obligated to make
                  any Swingline Loan at a time when a Bank Default exists unless
                  such Swingline Lender shall have entered into arrangements
                  satisfactory to it and the Company to eliminate such Swingline
                  Lender's risk with respect to the Bank which is the subject of
                  such Bank Default, including by cash collateralizing such
                  Bank's Percentage of the outstanding Swingline Loans.

                       (c) On any Business Day, either Swingline Lender may, in
                  its sole discretion, give written notice to the Banks that its
                  outstanding Swingline Loans (the outstanding principal amount
                  of which (after conversion to Dollars, in the case of TD, as
                  contemplated below) shall be specified in such notice) shall
                  be funded with a Borrowing of Revolving Loans (provided that
                  in the case of Swingline Loans made by ABN AMRO such notice
                  shall


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                  be deemed to have been automatically given upon the occurrence
                  of a Default under Section 9.05 or upon the exercise of any of
                  the remedies provided in the last paragraph of Section 9), in
                  which case a Borrowing of Revolving Loans constituting Base
                  Rate Loans (each such Borrowing, a "Mandatory Borrowing")
                  shall be made, in the case of Swingline Loans made by ABN
                  AMRO, on the immediately succeeding Business Day and, in the
                  case of Swingline Loans made by TD, on the second succeeding
                  Business Day, in each case by all Banks (without giving effect
                  to any reductions of the Commitments pursuant to the last
                  paragraph of Section 9) pro rata based on each such Bank's
                  Percentage (subject to the availability of Revolving Loans as
                  provided in Section 1.01(a)(iv)), and the proceeds thereof
                  shall be applied directly to the applicable Swingline Lender
                  to repay such Swingline Lender for such outstanding Swingline
                  Loans. TD shall, immediately prior to giving a notice of a
                  Mandatory Borrowing as provided in the immediately preceding
                  sentence, convert its outstanding Swingline Loans from
                  Canadian Dollars to Dollars effective as of the date of the
                  Mandatory Borrowing using the U.S. Dollar Equivalent. From and
                  after the date of the Mandatory Borrowing all Swingline Loans
                  made by TD for which a notice of Mandatory Borrowing has been
                  delivered shall be denominated in Dollars and shall be Base
                  Rate Loans. Each Bank hereby irrevocably agrees to make
                  Revolving Loans upon the notice provided in this Section
                  1.01(c) pursuant to each Mandatory Borrowing in the amount and
                  in the manner specified in the first sentence of this Section
                  1.01(c) and on the date specified in writing by a Swingline
                  Lender notwithstanding (i) the amount of the Mandatory
                  Borrowing may not comply with the minimum amount for
                  Borrowings otherwise required hereunder, (ii) any condition
                  specified in Section 5 may not then be satisfied, (iii) the
                  existence of any Default, (iv) the date of such Mandatory
                  Borrowing and (v) the amount of the Total Revolving Loan
                  Commitment at such time. In the event that any Mandatory
                  Borrowing cannot for any reason be made on the date otherwise
                  required above (including, without limitation, as a result of
                  the commencement of a proceeding under the Bankruptcy Code
                  with respect to the Company), then each Bank hereby agrees
                  that it shall forthwith purchase (as of the date the Mandatory
                  Borrowing would otherwise have occurred and in the amount such
                  Bank would have advanced under such Mandatory Borrowing, but
                  adjusted for any payments received from the Company or Sealed
                  Air (Canada), as applicable, on or after such date and prior
                  to such purchase from such Swingline Lender (without recourse
                  or warranty)) such participations in the outstanding Swingline
                  Loans as shall be necessary to cause the Banks to share in
                  such Swingline Loans


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                  ratably based upon their respective Percentages, provided that
                  (x) all interest payable on the Swingline Loans shall be for
                  the account of the applicable Swingline Lender until the date
                  the respective participation is required to be purchased and,
                  to the extent attributable to the purchased participation,
                  shall be payable to the participant from and after such date,
                  (y) at the time any purchase of participations pursuant to
                  this sentence is actually made, the purchasing Bank shall be
                  required to pay the applicable Swingline Lender interest on
                  the principal amount of participation purchased for each day
                  from and including the day upon which the Mandatory Borrowing
                  would otherwise have occurred to but excluding the date of
                  payment for such participation, at the overnight Federal Funds
                  Rate for the first three days and at the rate otherwise
                  applicable to Revolving Loans maintained as Base Rate Loans
                  for each day thereafter and (z) each Bank that so purchases a
                  participation in a Swingline Loan shall thereafter be entitled
                  to receive its pro rata share of each payment of principal
                  received on such Swingline Loan; provided further that no Bank
                  shall be obligated to acquire a participation in a Swingline
                  Loan if a Default shall have occurred and be continuing at the
                  time such Swingline Loan was made and the applicable Swingline
                  Lender had received written notice from the Required Banks in
                  accordance with Section 1.01(b) above prior to advancing such
                  Swingline Loan.

         3. Section 1.02(c) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:

                       (c) The aggregate principal amount of each Borrowing of
                  the Swingline Loans shall not be less than an Original Dollar
                  Amount of $500,000 and, if greater, shall be in an integral
                  multiple of 50,000 units of the relevant currency.

         4. Section 1.03(b) of the Credit Agreement is hereby amended in its
entirety and as so amended shall
read as follows:

                       (b) Whenever the Company or Sealed Air (Canada) desires
                  to incur a Swingline Loan hereunder, the Company shall give
                  the applicable Swingline Lender (and, in instances where the
                  Swingline Lender is TD, the Administrative Agent as well) no
                  later than 12:00 Noon (New York time) (i) in the case of
                  Swingline Loans to be made by ABN AMRO, on the day such
                  Swingline Loan is to be made and (ii) in the case of Swingline
                  Loans to be made by TD, on the date at least two (2) Business
                  Days before the date such Swingline Loan is to be made,
                  written notice or telephonic notice promptly confirmed in
                  writing of such Swingline


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                  Loan to be made hereunder. Each such notice shall be
                  irrevocable and specify in each case (I) the date of Borrowing
                  (which shall be a Business Day), (II) the aggregate principal
                  amount of the Swingline Loan to be made pursuant to such
                  Borrowing and (III) whether such Swingline Loan shall be made
                  and maintained as a Base Rate Loan or an Offered Rate Loan. If
                  the Swingline Loan is being requested from TD, TD shall
                  calculate the Original Dollar Amount of the requested
                  Swingline Loan and promptly notify the Administrative Agent of
                  such amount (in writing or by telephone with prompt written
                  confirmation). The Administrative Agent shall promptly notify
                  TD (in writing or by telephone with prompt written
                  confirmation) if such amount can be borrowed in compliance
                  with the first sentence of Section 1.03(b).

          5. Sections 1.03(c), 1.06(b)(iv), 1.09(d), 1.09(f), 1.12, and
5.02(b)(i) and the definition of "Borrowing" contained in Section 10.01 are each
hereby amended by deleting the reference to "ABN AMRO" wherever it occurs
therein and inserting in its place the phrase "the applicable Swingline Lender".

         6. Section 1.05 of the Credit Agreement is hereby amended by (a)
inserting immediately following the phrase "Swingline Loans" appearing in the
third line thereof the following: "denominated in Dollars" and (b) inserting
immediately following the second sentence thereof the following:

                  TD, unless it determines that any applicable condition in
                  Section 5 has not been satisfied, will make available to
                  Sealed Air (Canada) Swingline Loans denominated in Canadian
                  Dollars at its main office in Toronto (or such other location
                  in Canada as TD and the Company shall agree) prior to 1:00
                  p.m. (Toronto time) on the date such Swingline Loan is to be
                  made.

         7. Section 1.09(e) of the Credit Agreement is hereby amended by:

               (a) deleting the word "and" at the end of clause (i) thereof;

               (b) adding new clause (ii) reading in its entirety as follows:

                    (ii) in the case of Swingline Loans denominated in Canadian
               Dollars, 2% in excess of the rate otherwise applicable to Base
               Rate Loans of such type from time to time and

           and (c) re-numbering clause (ii) as clause (iii).


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         8. In Section 1.14(a) of the Credit Agreement, subclause (i)(y) of the
proviso is hereby amended in its entirety and as so amended shall read as
follows:

                           (y) the applicable Swingline Lender an amount equal
                           to such Replaced Bank's Percentage of any Mandatory
                           Borrowings and to ABN AMRO an amount equal to such
                           Replaced Bank's Percentage of any Unpaid Drawing
                           (which at such time remains an Unpaid Drawing) in
                           either case to the extent any such amount was not
                           theretofore funded by such Replaced Bank.

         9. Section 4.01(a) of the Credit Agreement is hereby amended by
inserting immediately following the phrase "Administrative Agent" appearing in
the fourth line thereof the following: "(and, in the case of a prepayment of
Swingline Loans made by TD, TD)".

         10. Section 4.02(a) of the Credit Agreement is hereby amended by
inserting immediately following clause (ii) thereof a new clause (iii) as
follows:

                  (iii) If on any date the aggregate outstanding U.S. Dollar
                  Equivalent of the Swingline Loans made by TD exceeds
                  $50,000,000, TD may by notice to the Company require Sealed
                  Air (Canada) to repay, and there shall be required to be
                  repaid by Sealed Air (Canada), on the date specified in such
                  notice that principal amount of such Swingline Loans in a
                  principal amount equal to such excess.

         11. Section 4.03 of the Credit Agreement is hereby amended by inserting
immediately at the end thereof the following:

                  All payments under this Agreement in respect of CAD Swingline
                  Loans shall be made to TD by no later than 12:00 Noon (Toronto
                  time) on the date when due and shall be made in Canadian
                  Dollars (or, if such Swingline Loans have been converted to
                  Dollars pursuant to Section 1.01(c), in Dollars) in
                  immediately available funds to such office as TD may from time
                  to time designate in writing to the Company and Sealed Air
                  (Canada). TD agrees to promptly notify the Administrative
                  Agent of its receipt of any such payments.


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         12. The defined terms "Applicable Margin," "Base Rate," "Business Day,"
"Final Maturity Date," "Offered Rate Loan," "Unutilized Revolving Loan
Commitment," and "U.S. Dollar Equivalent" contained in Section 10.01 of the
Credit Agreement are each hereby amended in their entirety and as so amended
shall read as follows:

                  "Applicable Margin" shall mean, for any day, the rate per
                  annum set forth below opposite the Applicable Rating Period
                  then in effect:

                              APPLICABLE RATING
                                   PERIOD                     RATE

                              Category A Period                .475%
                              Category B Period                .650%
                              Category C Period                .750%
                              Category D Period                .800%
                              Category E Period               1.000%
                              Category F Period               1.500%

                           "Base Rate" at any time shall mean (i) for Loans
                  denominated in Dollars, the higher of (x) the rate which is
                  1/2 of 1% in excess of the Federal Funds Rate and (y) the
                  Prime Lending Rate as in effect from time to time and (ii) for
                  Swingline Loans denominated in Canadian Dollars, the rate of
                  interest per annum established by TD from time to time as the
                  reference rate of interest for determination of interest rates
                  that TD charges to customers of varying degrees of
                  creditworthiness in Canada for Canadian Dollar loans made by
                  TD in Canada.

                           "Business Day" shall mean (i) for all purposes other
                  than as covered by clauses (ii), (iii) or (iv) below, any day
                  except Saturday, Sunday and any day which shall be in New York
                  City a legal holiday or a day on which banking institutions
                  are authorized or required by law or other government action
                  to close, (ii) with respect to all notices and determinations
                  in connection with, and payments of principal and interest on,
                  Eurocurrency Loans denominated in Dollars or a Eurocurrency,
                  any day which is a Business Day described in clause (i) above
                  and which is also a day for trading by and between banks in
                  the London interbank Eurocurrency market, (iii) with respect
                  to all notices and determinations in connection with, and
                  payments of principal and interest on, Local Currency Loans or
                  Eurocurrency Loans denominated in a Local Currency, any day
                  which is a Business Day described in clause (i) above and on
                  which banks and foreign exchange markets are open for business
                  in the city where disbursements of or payments on such Loan
                  are to be made and


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                  (iv) with respect to all notices and determinations in
                  connection with, and payments of principal and interest on,
                  Swingline Loans denominated in Canadian Dollars, any day
                  which is a Business Day described in clause (i) above and
                  which is a day on which banking institutions are not
                  authorized or required by law or other government action to
                  close in Toronto, Canada.

                           "Final Maturity Date" shall mean March 26, 2001.

                           "Offered Rate Loan" shall mean any USD Offered Rate
                  Loan and any CAD Offered Rate Loan.

                           "Unutilized Revolving Loan Commitment" of any Bank at
                  any time shall mean the Revolving Loan Commitment of such Bank
                  at such time less the sum of (i) the Original Dollar Amount of
                  Revolving Loans made by such Bank and then outstanding and
                  (ii) such Bank's Percentage of the Original Dollar Amount of
                  then outstanding Swingline Loans and the Letter of Credit
                  Outstandings at such time.

                           "U.S. Dollar Equivalent" means the amount of Dollars
                  which would be realized by converting another currency into
                  Dollars in the spot market at the exchange rate (i) in the
                  case of all Loans denominated in a Eurocurrency or Local
                  Currency (other than Swingline Loans denominated in Canadian
                  Dollars), quoted by the Administrative Agent, and (ii) in the
                  case of Swingline Loans denominated in Canadian Dollars,
                  quoted by TD, in any case at approximately 11:00 a.m. (London
                  time, in the case of clause (i) and Toronto time, in the case
                  of clause (ii)) two Business Days prior to the date on which a
                  computation thereof is required to be made, to major banks in
                  the interbank foreign exchange market for the purchase of
                  Dollars for such other currency.

         13. Section 10.01 of the Credit Agreement is hereby further amended by
(a) deleting the defined term "Total Unutilized Revolving Loan Commitment" and
(b) inserting in proper alphabetical order the following new defined terms:

                           "CAD Swingline Loan" shall mean any loan or loans
                  made by TD pursuant to Section 1.01(b).

                           "CAD Offered Rate Loan" shall have the meaning
                  provided in Section 1.01(b).

                           "Canadian Dollars" shall mean freely transferable
                  lawful money of Canada.


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                           "Sealed Air (Canada)" shall mean Sealed Air (Canada)
                  Inc. and its successors.

                           "Swingline Lender" shall mean ABN AMRO and TD, as
                  applicable.

                           "Swingline Loan" shall mean any USD Swingline Loan or
                  CAD Swingline Loan.

                           "TD" shall mean The Toronto-Dominion Bank in its
                  individual capacity.

                           "USD Offered Rate Loan" shall have the meaning
                  provided in Section 1.01(b).

                           "USD Swingline Loan" shall mean any loan or loans
                  made by ABN AMRO pursuant to Section 1.01(b).

         14. Clause (x) of the second proviso to Section 13.12(a) is hereby
amended in its entirety and as so amended shall read as follows:

                           (x) without the consent of ABN AMRO, amend, modify or
                  waive any provision of Section 2 or alter its rights or
                  obligations with respect to Letters of Credit or without the
                  consent of a Swingline Lender, amend, modify or waive any
                  provision of Section 1.01(b) or (c) as it relates to such
                  Swingline Lender or alter its rights or obligations with
                  respect to Swingline Loans.

         15. Exhibit B-4 to the Credit Agreement is hereby amended in its
entirety and as so amended shall be as set forth as Exhibit B-4 to this
Amendment.

         16. TD is executing this Amendment solely for the purpose of becoming a
Swingline Lender under the Credit Agreement, as amended hereby, and shall not
have any Commitment or other obligation hereunder except as provided in those
Sections of the Credit Agreement, as amended hereby, specifically referring to
TD or a Swingline Lender, as applicable. Notwithstanding the foregoing, TD shall
be entitled to the benefit of all provisions of the Credit Agreement, including
without limitation, increased costs and indemnities, which run in favor of a
Bank; provided that TD, by its execution hereof, shall be bound by the
provisions of Sections 13.15(a) and 13.18 to the same extent as a Bank.

         17. Subject to satisfaction of the conditions precedent contained in
paragraph 18 hereof, Banks that are party to the Credit Agreement immediately
prior to the Effective Time (as defined in paragraph 18) which have not executed
this Amendment (each, a "non-Consenting Bank") shall cease to be a party to the
Credit Agreement from and after the Effective Time. From and after the Effective
Time, each non-Consenting Bank shall relinquish its rights and be released from
its obligations under the Credit Agreement. Notwithstanding the foregoing, the
obligations


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of each Borrower and Guarantor to each non-Consenting Bank contained in the
Credit Agreement which by the terms of the Credit Agreement survive the
termination of the Credit Agreement, including without limitation, Sections
1.11, 1.12, 2.06, 4.04, 13.01 and 13.06, shall survive the occurrence of the
Effective Time, but only as they relate to the period when such non-Consenting
Bank was, or to such non-Consenting Bank's former status as, a Bank under the
Credit Agreement.

         Pursuant to Section 13.12(b) of the Credit Agreement the Company has
requested that from and after the Effective Time the Commitments of the Banks
(including the Commitments of the non-Consenting Banks) be reallocated among the
Banks executing this Amendment provided that the aggregate amount of the
Commitments do not exceed an amount equal to (a) the Total Commitment
immediately before the effectiveness of this Amendment less (b) the aggregate
Commitments of the non-Consenting Banks. Accordingly, Schedule 1.01 to the
Credit Agreement is hereby amended in its entirety and as so amended shall be as
set forth as Schedule 1.01 to this Amendment.

         18. This Amendment shall become effective as of the opening of business
on March 27, 2000 (the "Effective Time") subject to the conditions precedent
that on or before such date:

                           (a) the Administrative Agent shall have received
                  counterparts hereof executed by the parties hereto (or, in the
                  case of any party as to which an executed counterpart hereof
                  shall not have been received, receipt by the Administrative
                  Agent in form satisfactory to it of facsimile or other written
                  confirmation from such party of execution of a counterpart
                  hereof by such party);

                           (b) the Administrative Agent shall have received (i)
                  a certificate of the Secretary of the Company dated March 24,
                  2000 certifying that attached thereto is a true and complete
                  copy of resolutions adopted by the Board of Directors of the
                  Company, authorizing the execution, delivery and performance
                  of this Amendment and certifying the names and true signatures
                  of the officers of the Company authorized to sign this
                  Amendment and (ii) such supporting documents as the
                  Administrative Agent may reasonably request;

                           (c) the Administrative Agent shall have received for
                  the account of TD a Swingline Note executed by Sealed Air
                  (Canada); and

                           (d) all Loans owing to any non-Consenting Bank shall
                  have been repaid in full, together with all interest, Facility
                  Fee, and all other fees and expenses that are accrued but
                  unpaid to March 27, 2000 and payable to each non-Consenting
                  Bank under the terms of the Credit Agreement (or the
                  Administrative Agent shall have received assurance
                  satisfactory to it that arrangements


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                  for the necessary transfers of funds by the Borrowers have
                  been made and are in process).

         If this Amendment becomes effective, the changes in the Applicable
Margin shall take effect with respect to any Loans or Letters of Credit
outstanding on March 27, 2000 and on each day thereafter, but any payment of
interest or Letter of Credit Fees due on or after March 27, 2000 with respect to
Loans or Letters of Credit outstanding prior thereto shall be computed on the
basis of the Applicable Margin in effect prior to such effectiveness.

       19.1. To induce the Administrative Agent, the Banks and TD to enter into
this Amendment, each Borrower and Guarantor represents and warrants to the
Administrative Agent, the Banks and TD that: (a) the representations and
warranties contained in the Credit Documents, as amended by this Amendment
(other than Section 6.05 of the Credit Agreement), are true and correct in all
material respects as of the date hereof with the same effect as though made on
the date hereof (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date);
(b) after giving effect to this Amendment, no Default exists; (c) this Amendment
has been duly authorized by all necessary corporate proceedings and duly
executed and delivered by each Borrower and each Guarantor, and the Credit
Agreement, as amended by this Amendment, and each of the other Credit Documents
are the legal, valid and binding obligations of the applicable Borrower or
Guarantor, enforceable against such Borrower or Guarantor in accordance with
their respective terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors' rights or by general principles of equity; and (d) no
consent, approval, authorization, order, registration or qualification with any
governmental authority is required for, and in the absence of which would
adversely effect, the legal and valid execution and delivery or performance by
any Borrower or any Guarantor of this Amendment or the performance by any
Borrower or any Guarantor of the Credit Agreement, as amended by this Amendment,
or any other Credit Document to which they are party.

       19.2. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts and each such counterpart shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same Amendment.

       19.3. Except as specifically provided above, the Credit Agreement and the
other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of the Agent or any Bank
under the Credit Agreement or any of the other Credit Documents, nor constitute
a waiver or modification of any provision of any of the other Credit Documents.

       19.4. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of New York.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.



                                          SEALED AIR CORPORATION, as
                                          Borrower and Guarantor

                                          By    /s/  Daniel S. Van Riper
                                            ----------------------------
                                          Title    Senior VP & Chief
                                                   Financial Officer



                                          SEALED AIR CORPORATION (US),
                                             as Borrower and Guarantor


                                          By    /s/  Daniel S. Van Riper
                                            ----------------------------
                                          Title    Senior VP & Chief
                                                   Financial Officer



                                          CRYOVAC, INC., as Borrower and
                                          Guarantor


                                          By    /s/  Daniel S. Van Riper
                                            ----------------------------
                                          Title    Senior VP & Chief
                                                   Financial Officer


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                                          SEALED AIR LIMITED (f/k/a Cryovac UK
                                          Limited), as Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          CRYOVAC AG, as Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          CRYOVAC S.P.A., as Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director


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                                          CRYOVAC AUSTRALIA PTY. LIMITED, as
                                          Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          SEALED AIR S.A., as Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          SEALED AIR PACKAGING
                                          LIMITED (f/k/a Sealed Air
                                          Limited), as Borrower


                                          By    /s/  William V. Hickey
                                            ----------------------------
                                          Title    Director


                                       14


<PAGE>


                                          CRYOVAC VERPACKUNGEN
                                          GMBH, as Borrower


                                          By    /s/  Hans-Otto Bosse
                                            ----------------------------
                                          Title    Managing Director



                                          SEALED AIR (CANADA) INC., as
                                          Borrower


                                          By    /s/ A. Schmidt
                                            ----------------------------
                                          Title    Treasurer/Director



                                          SEALED AIR HOLDINGS (NEW
                                          ZEALAND) LIMITED (f/k/a Sealed
                                          Air (NZ) Limited), as Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director


                                       15


<PAGE>


                                          SEALED AIR (NEW ZEALAND)
                                          LIMITED (f/k/a Cryovac (New
                                          Zealand) Limited, as Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          SEALED AIR AUSTRALIA PTY
                                          LIMITED, as Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          SEALED AIR B.V., as Borrower


                                          By    /s/  Daniel S. Van Riper
                                            ----------------------------
                                          Title    Director


                                       16


<PAGE>


                                          SEALED AIR FINANCE II B.V., as
                                          Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          SEALED AIR AFRICA (PROPRIETARY) LTD
                                          (f/k/a Cryovac Africa (Pty) Ltd), as
                                          Borrower


                                          By    /s/  H. Katherine White
                                            ----------------------------
                                          Title    Director



                                          SEALED AIR ARGENTINA S.A., as Borrower


                                          By    /s/  Wilfred Roberts
                                            ----------------------------
                                          Title    President


                                       17


<PAGE>


                                          ABN AMRO BANK N.V., individually
                                             and as Administrative Agent


                                          By    /s/  John W. Deegan
                                            ----------------------------
                                          Title    Group Vice President

                                          By    /s/  Pauline McHugh
                                            ----------------------------
                                          Title    Group Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       18


<PAGE>


                                          THE TORONTO-DOMINION BANK, as a
                                             Swingline Lender


                                          By    /s/ Carol MacLaren
                                            ----------------------------
                                          Title    Assistant Manager
                                              Credit Compliance Group (CCG)

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       19


<PAGE>


                                          BANK OF AMERICA, N.A. (f/k/a Bank of
                                            America National Trust and Savings
                                            Association)


                                          By    /s/ Eileen C. Higgins
                                            ----------------------------
                                          Title    Vice President



                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       20


<PAGE>


                                          DEUTSCHE BANK AG NEW YORK
                                            BRANCH AND/OR CAYMAN ISLANDS
                                            BRANCH


                                          By    /s/  Peter Ludwig Schrickel
                                            -------------------------------
                                          Title    Director


                                          By    /s/  Stephanie Strohe
                                            -------------------------------
                                          Title    Associate


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       21


<PAGE>


                                          BANCA NAZIONALE DEL LAVORO S.P.A.
                                             -- NEW YORK BRANCH


                                          By    /s/  Giulio Giovine
                                            -------------------------------
                                          Title    Vice President

                                          By    /s/  Leonardo Valentini
                                            -------------------------------
                                          Title    First Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       22


<PAGE>


                                          THE BANK OF NEW YORK


                                          By    /s/  Ernest Fung
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       23


<PAGE>


                                          THE BANK OF NOVA SCOTIA


                                          By    /s/  B.S. Allen
                                            -------------------------------
                                          Title    Managing Director


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       24


<PAGE>


                                          CITIBANK, N.A.


                                          By    /s/  Prakash M. Chonkar
                                            -------------------------------
                                          Title    Managing Director


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       25


<PAGE>


                                          COMMERZBANK AG NEW YORK AND
                                             GRAND CAYMAN BRANCHES


                                          By    /s/   Robert Donohue
                                            -------------------------------
                                          Title    Senior Vice President

                                          By    /s/   Peter Doyle
                                            -------------------------------
                                          Title    Assistant Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       26


<PAGE>


                                          CREDIT AGRICOLE INDOSUEZ


                                          By    /s/   Craig Welch
                                            -------------------------------
                                          Title    First Vice President



                                          By    /s/  Sara McClintock
                                            -------------------------------
                                          Title    Vice President

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       27


<PAGE>


                                          CREDIT LYONNAIS NEW YORK BRANCH



                                          By    /s/  Scott R. Chappelka
                                            -------------------------------
                                          Title    Vice President

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       28


<PAGE>


                                          FIRST UNION NATIONAL BANK


                                          By    /s/  Susan A. Gallagher
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       29


<PAGE>


                                          FLEET NATIONAL BANK


                                          By    /s/  Janet G. O'Donnell
                                            -------------------------------
                                          Title    Managing Director

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       30


<PAGE>


                                          HSBC BANK USA


                                          By    /s/  Diane M. Zieske
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       31


<PAGE>


                                          SUMMIT BANK


                                          By    /s/  Edward M. Tessalone
                                            -------------------------------
                                          Title    Senior Vice President

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       32


<PAGE>


                                          SUNTRUST BANK


                                          By    /s/  W. David Wisdom
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       33


<PAGE>


                                          TORONTO DOMINION (TEXAS) INC.


                                          By    /s/  Carol Brandt
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       34


<PAGE>


                                          WACHOVIA BANK N.A.


                                          By    /s/  M. Eugene Wood, III
                                            ----------------------------
                                          Title    Senior Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       35


<PAGE>


                                          BANCA DI ROMA



                                          By    /s/  Steven N. Paley
                                            -------------------------------
                                          Title    First Vice President


                                          By    /s/  Alessandro Paoli
                                            -------------------------------
                                          Title    Assistant Treasurer


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       36


<PAGE>


                                          BANCA COMMERCIALE ITALIANA
                                               NEW YORK BRANCH


                                          By    /s/  J. Dickerhof
                                            -------------------------------
                                          Title    Vice President


                                          By    /s/   C. Dougherty
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       37


<PAGE>


                                          BANK ONE, NA


                                          By    /s/  Jeffrey S. Lubatkin
                                            -------------------------------
                                          Title    Vice President

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       38


<PAGE>


                                          BANQUE NATIONALE DE PARIS


                                          By    /s/  Richard L. Sted
                                            -------------------------------
                                          Title    Senior Vice President


                                          By    /s/  Richard Pace
                                            -------------------------------
                                          Title    Corporate Banking Divisior

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       39


<PAGE>


                                          CREDIT INDUSTRIEL ET COMMERCIAL


                                          By    /s/  Eric Longuet
                                            -------------------------------
                                          Title    Vice President


                                          By    /s/  Albert Calo
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                      40


<PAGE>


                                          KBC BANK N.V.


                                          By    /s/  Robert Snauffer
                                            -------------------------------
                                          Title    First Vice President


                                          By    /s/  Wei-Chun Wang
                                            -------------------------------
                                          Title    Associate

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       41


<PAGE>


                                          BANCA MONTE DEI PASCHI DI SIENA S.P.A.


                                          By    /s/  Giulio Natalicchi
                                            -------------------------------
                                          Title    Senior Vice President &
                                                          General Manager


                                          By    /s/  Brian R. Landy
                                            -------------------------------
                                          Title    Vice President

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       42


<PAGE>


                                          THE BANK OF TOKYO-MITSUBISHI, LTD.


                                          By    /s/  William DiNicola
                                            -------------------------------
                                          Title    Attorney-in-Fact

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       43


<PAGE>


                                          CARIPLO-CASSA DI RISPARMIO DELLE
                                             PROVINCIE LOMBARDE SPA


                                          By    /s/  Maria Elena Greene
                                            -------------------------------
                                          Title    Assistant Vice President


                                          By    /s/  Anthony F. Giobbi
                                            -------------------------------
                                          Title    First Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]

                                       44


<PAGE>


                                          MELLON BANK, N.A.


                                          By    /s/   Maria N. Sisto
                                            -------------------------------
                                          Title    Vice President

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       45


<PAGE>


                                          NORDDEUTSCHE LANDESBANK
                                            GIROZENTRALE


                                          By    /s/  Stephanie Finnen
                                            -------------------------------
                                          Title    Vice President

                                          By    /s/  Josef Haas
                                            -------------------------------
                                          Title    Vice President

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       46


<PAGE>


                                          THE NORTHERN TRUST COMPANY



                                          By    /s/  Kelly M. Schneck
                                            ---------------------------
                                          Title    Officer

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       47


<PAGE>


                                          SANPAOLO IMI S.P.A.


                                          By    /s/  Luca Sacchi
                                            -------------------------------
                                          Title    Vice President


                                          By    /s/  Carlo Persico
                                            -------------------------------
                                          Title    Deputy General Manager

                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]

                                       48


<PAGE>


                                          UNI CREDITO ITALIANO S.P.A.


                                          By    /s/  Christopher J. Eldin
                                            -------------------------------
                                          Title    First Vice President
                                                      & Deputy Manager

                                          By    /s/   Saiyed S. Abbas
                                            -------------------------------
                                          Title    Vice President


                                                        [SIGNATURE PAGE TO THE
                                                               THIRD AMENDMENT]


                                       49


<PAGE>


                                  SCHEDULE 1.01

                                   COMMITMENTS


                        BANK NAME                                     COMMITMENT

ABN AMRO Bank N.V.                                                   $18,750,000

Bank of America, N.A.                                                $18,750,000

Deutsche Bank AG New York Branch and/or Cayman Islands Branch        $18,750,000

Banca Nazionale del Lavoro S.p.A. -- New York Branch                 $14,375,000

The Bank of New York                                                 $14,375,000

The Bank of Nova Scotia                                              $14,375,000

Citibank, N.A.                                                       $14,375,000

Commerzbank AG New York and Grand Cayman Branches                    $14,375,000

Credit Agricole Indosuez                                             $14,375,000

Credit Lyonnais New York Branch                                      $14,375,000

First Union National Bank                                            $14,375,000

Fleet National Bank                                                  $14,375,000

HSBC Bank USA                                                        $14,375,000

Summit Bank                                                          $14,375,000

SunTrust Bank                                                        $14,375,000

The Toronto Dominion (Texas) Inc.                                    $14,375,000

Wachovia Bank N.A.                                                   $14,375,000

Banca di Roma                                                        $11,250,000

Banca Commerciale Italiana                                           $11,250,000

Bank One, NA                                                         $11,250,000

Banque Nationale de Paris                                            $11,250,000

Credit Industriel et Commercial                                      $11,250,000

KBC Bank N.V.                                                        $11,250,000

Banca Monte dei Paschi di Siena S.p.A.                                $6,250,000

The Bank of Tokyo-Mitsubishi, Ltd.                                    $6,250,000

Cariplo-Cassa di Risparmio delle Provincie Lombarde SpA               $6,250,000

Mellon Bank, N.A.                                                     $6,250,000

Norddeutsche Landesbank Girozentrale                                  $6,250,000

The Northern Trust Company                                            $6,250,000

Sanpaolo Imi S.p.A.                                                   $6,250,000

UNI Credito Italiano S.p.A.                                           $6,250,000


<PAGE>


                                   EXHIBIT B-4

                                 SWINGLINE NOTE

---------------                                          -----------, ---------
                                                            ---------- --, ----

         FOR VALUE RECEIVED, _______________, a corporation organized and
existing under the laws of ___________ (the "Company"), hereby promises to pay
to _______________ or its registered assigns (the "Bank"), in lawful money of
the United States of America in immediately available funds, at the office of
______________________________, on the Final Maturity Date (as defined in the
Agreement referred to below) the unpaid principal amount of all Swingline Loans
(as defined in the Agreement) made by the Bank to the Company pursuant to the
Agreement.

         The Company promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.09 of the Agreement.

         This Note is one of the Swingline Notes referred to in the Global
Revolving Credit Agreement (364-Day), dated as of March 30, 1998, among the
Company, Cryovac, Inc., as the initial Subsidiary Borrower, and each additional
Subsidiary Borrower (as defined in the Agreement), the Company and certain
Domestic Subsidiaries, as Guarantors, the lenders party thereto (including the
Bank) and ABN AMRO Bank N.V. as Administrative Agent, (as from time to time in
effect, the "Agreement") and is entitled to the benefits thereof and the other
Credit Documents (as defined in the Agreement). This Note is entitled to the
benefits of the Guaranty (as defined in the Agreement). As provided in the
Agreement, this Note is subject to voluntary prepayment and mandatory repayment,
in whole or in part, prior to the Swingline Expiry Date.

         In case an Event of Default (as defined in the Agreement) shall occur
and be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

         The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.

         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

                                                 ------------------------
                                                 By
                                                    Name:
                                                    Title: