PROSPECTUS SUPPLEMENT NO. 5                    Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated January 23, 2004)    Registration Statement No. 333-108544



                  SEALED AIR CORPORATION

             6,160,708 SHARES OF COMMON STOCK

         This prospectus supplement relates to the offer
and sale from time to time of up to 6,160,708 shares of
common stock, $0.10 par value per share, of Sealed Air
Corporation, a Delaware corporation, by the selling
stockholders named in the prospectus dated January 23,
2004 and in this prospectus supplement. This prospectus
supplement may only be delivered or used in connection
with our prospectus dated January 23, 2004. Our common
stock is traded on the New York Stock Exchange under the
symbol "SEE."

         Neither the Securities and Exchange Commission
nor any state securities commission has approved or
disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

         PROSPECTUS SUPPLEMENT DATED MAY 17, 2004


The information appearing in the following table supplements or supersedes in part the information in the table under the caption "Selling Stockholders," beginning on page 9 in our prospectus and was provided by or on behalf of the selling stockholders. COMMON STOCK TO COMMON STOCK BE BENEFICIALLY BENEFICIALLY COMMON STOCK OWNED AFTER PERCENTAGE OF OWNED AS OF OFFERED IN THIS THIS ALL COMMON NAME MAY 14, 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2) Deutsche Bank Securities Inc. 80,499 80,499 -- -- Gemini Sammelstiftung zur Forderung der Personalvorsorge 3,571 3,571 -- -- TOTAL (3) 6,160,708 6,160,708 -- -- ________________ 1. For each selling stockholder, this number represents the number of shares of common stock that would be beneficially owned by such selling stockholder after the conversion of the Notes beneficially owned by such selling stockholder as of May 14, 2004, assumes that the selling stockholders will sell all shares of common stock offered by them under this prospectus, and further assumes that all of the Notes have been converted. 2. For each selling stockholder, this number represents the percentage of common stock that would be owned by such selling stockholder after completion of the offering, based on the number of shares of common stock outstanding as of May 14, 2004 and assuming all the Notes beneficially owned by such selling stockholder as of May 14, 2004, have been converted. 3. Assumes conversion of 100% of the outstanding Notes (without giving effect to any capital adjustments). We note that the aggregate number of shares of common stock requested to be registered by the selling stockholders is greater than the total number of shares initially issuable upon conversion of 100% of the outstanding Notes. This may be due in part to sales or other transfers of Notes among the selling stockholders in which the person acquiring the Notes submits a request to register shares of common stock which were previously registered by the person who sold the Notes.