UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 11-K

   [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934

                  For the fiscal year ended: December 31, 2000

                                       OR

   [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

             For the transition period from __________ to __________

                         Commission file number 1-12139

A.    Full title of the plan and the address of the plan, if different from that
      of the issuer named below:

           Sealed Air Corporation Thrift and Tax-Deferred Savings Plan

B.    Name of the issuer of the securities held pursuant to the plan and the
      address of its principal executive office:

                             Sealed Air Corporation
                                  Park 80 East
                           Saddle Brook, NJ 07663-5291





                              REQUIRED INFORMATION

Financial Statements:

4.    In lieu of requirements of Items 1-3, audited financial statements and
      schedules prepared in accordance with the financial reporting requirements
      of the Employee Retirement Income Security Act of 1974 for the plan's
      fiscal year ended December 31, 2000 are presented herein.

Exhibits:

23.   Consent of KPMG LLP, independent auditors














                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                              Financial Statements

                           December 31, 2000 and 1999

                   (With Independent Auditors' Report Thereon)

















                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                                      INDEX



                                                                             PAGE
                                                                          
Independent Auditors' Report                                                   1

Statements of Net Assets Available for Benefits - December 31, 2000 and 1999   3

Statements of Changes in Net Assets Available for Benefits - Years ended
    December 31, 2000 and 1999                                                 4

Notes to Financial Statements                                                  5












                          INDEPENDENT AUDITORS' REPORT



The Retirement Committee
Sealed Air Corporation Thrift and
   Tax-Deferred Savings Plan:


We have audited the accompanying statements of net assets available for benefits
of the Sealed Air Corporation Thrift and Tax-Deferred Savings Plan as of
December 31, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

Except as explained in the following paragraph, we conducted our audits in
accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Bankers Trust Company (who acted
as trustee for the period from January 1, 1999 to January 31, 1999) and Fidelity
Management Trust Company (who acted as trustee for the period from February 1,
1999 to December 31, 1999), the trustees of the Plan, and transactions in those
assets were excluded from the scope of our audit of the Plan's 1999 financial
statements, except for comparing the information provided by the trustees, which
is summarized in note 1, with the related information included in the financial
statements.

Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1999. The form and content of the information included in the
1999 financial statements, other than that derived from the information
certified by the trustees, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.





In our opinion, the financial statements, referred to above of the Sealed Air
Corporation Thrift and Tax-Deferred Savings Plan as of December 31, 2000 and for
the year then ended, present fairly, in all material respects, the net assets
available for benefits of the Sealed Air Corporation Thrift and Tax-Deferred
Savings Plan as of December 31, 2000, and changes in net assets available for
benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America.


/s/ KPMG LLP

June 21, 2001
Short Hills, New Jersey


                                       2


                       SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                 Statements of Net Assets Available for Benefits

                           December 31, 2000 and 1999




                                                        2000          1999
                                                     -----------   -----------
                                                             
Investment in Master Trust, at fair value         $  321,570,705   $343,419,322
                                                     -----------   ------------

Receivables:
   Employer contributions                                591,521        521,867
   Participant contributions                           1,628,994      1,519,766
                                                     -----------   ------------

             Total receivables                         2,220,515      2,041,633
                                                     -----------   ------------

             Net assets available for benefits    $  323,791,220   $345,460,955
                                                     ===========   ============


See accompanying notes to financial statements.



                                                3




                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

             Statements of Changes in Net Assets Available for Benefits

                     Years ended December 31, 2000 and 1999



                                                                      2000             1999
                                                                  ------------     ------------
                                                                             
Additions to net assets attributed to:
   Contributions:
     Employer                                                    $   7,148,076     $  6,447,451
     Participants                                                   20,109,904       26,509,157
                                                                  ------------     ------------
               Total contributions                                  27,257,980       32,956,608

   Net investment (loss)/income from the Master Trust              (18,255,763)      29,624,174
   Assets transferred from Sealed Air Corporation
     Thrift Plan for Cryovac Employees                                    --        232,704,429
                                                                  ------------     ------------

               Total net additions                                   9,002,217      295,285,211
                                                                  ------------     ------------

Deductions from net assets attributed to - distributions
   to participants                                                  30,671,952       19,460,453
                                                                  ------------     ------------

               Total net deductions                                 30,671,952       19,460,453
                                                                  ------------     ------------

               Net (decrease)/increase in net assets available
                 for benefits                                      (21,669,735)     275,824,758

Net assets available for benefits:

   Beginning of year                                               345,460,955       69,636,197
                                                                  ------------     ------------

   End of year                                                   $ 323,791,220     $345,460,955
                                                                  ============     ============




See accompanying notes to financial statements.


                                                4




                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



(1)  DESCRIPTION OF PLAN

     The following description of the Sealed Air Corporation Thrift and
     Tax-Deferred Savings Plan (the Plan) provides only general information.
     Participants should refer to the plan document for a more complete
     description of the Plan's provisions.

     GENERAL

     The Plan is a participant-directed, defined contribution plan in which
     eligible employees, as defined, of Sealed Air Corporation (the Corporation)
     and certain participating subsidiaries may participate generally after
     completing six months of continuous employment, as defined. Eligible
     employees include, all such full-time employees and such part-time
     employees who work at least 1,000 hours per year, except those who are
     covered by certain collective bargaining agreements that do not provide for
     their participation in the Plan, employees working at specific divisions,
     departments or other business units, which may include acquired operations,
     to which the Plan has not been extended and certain nonresident aliens. The
     Plan is subject to the provisions of the Employee Retirement Income
     Security Act of 1974 (ERISA).

     Effective February 1, 1999, the Sealed Air Corporation Thrift Plan for
     Cryovac Employees (the Cryovac Thrift Plan), with net assets totaling
     approximately $233,000,000, merged into the Plan.

     On April 13, 2000, the Organization and Compensation Committee of the
     Corporation's Board of Directors delegated to the Retirement Committee the
     authority to amend the Plan to eliminate the W.R. Grace & Co. common stock
     fund as an investment option. On November 20, 2000, the Retirement
     Committee approved the termination of the W.R. Grace & Co. common stock
     fund effective December 31, 2001 and employees were given until
     December 31, 2001 to move their money out of this fund and into one of the
     other funds offered under the Plan. This includes the limited opportunity
     to transfer all or part of such money directly into the Sealed Air Common
     Stock Fund, which otherwise does not accept transfers.

     EMPLOYEE CONTRIBUTIONS

     Subject to limitations imposed by law, eligible employees may contribute to
     the Plan, through voluntary payroll deductions, amounts ranging from 2% to
     10% of their compensation, as defined. Subject to certain limitations
     imposed by law and the terms of the Plan, participants' contributions,
     except for participants covered by certain collective bargaining
     agreements, may be made on a before-tax basis by salary reduction pursuant
     to Section 401(k) of the Internal Revenue Code (the Code), as amended, on
     an after-tax basis, or using a combination thereof. All employee
     contributions (and matching contributions) are participant-directed as to
     investments.



                                       5

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



     EMPLOYER CONTRIBUTIONS

     The Corporation makes matching cash contributions to the Plan in an amount
     equal to 50% of each participant's contributions, except for participants
     covered by certain collective bargaining agreements, to a maximum matching
     contribution of 3% of each participant's compensation, as defined.

     VESTING PROVISIONS

     All employee contributions and income or loss thereon are fully vested at
     all times. Matching contributions and income or loss thereon become fully
     vested upon the employee's attainment of age 60, disability, death, or
     completion of 24 months of service, as defined, except for former
     participants of the Sealed Air Corporation Thrift Plan for Cryovac
     Employees whose prior credited service is used in determining the vested
     portion of such matching contributions.

     WITHDRAWALS

     Participants may withdraw their employee contributions and vested matching
     contributions (and related amounts on such contributions) subject to plan
     limitations and restrictions. Before-tax employee contributions may be
     withdrawn only in the event of certain financial hardships, as defined, or
     after reaching age 59-1/2. Matching contributions that have been held by
     the Plan for less than 24 months may not be withdrawn except for a
     financial hardship or after age 59-1/2. As provided by law and under
     circumstances provided for in the Plan, such withdrawals may result in
     suspension from eligibility to make employee contributions to the Plan for
     various periods of time.

     BENEFIT PAYMENTS

     Upon termination of employment, as defined, or at certain later times
     provided for in the Plan, a participant's vested interest in the Plan is
     distributed in the form of a fixed term annuity contract or one or more
     cash payments as elected by the participant. Participants with an account
     balance in an investment fund that invests in securities issued by the
     Corporation or W.R. Grace & Co. (described later in this note 1) may elect
     to have that balance paid in the form of securities in which the fund is
     primarily invested, if the participant is paid by a lump sum. Participants
     may directly transfer to another eligible retirement plan the amount of any
     lump-sum distribution that is qualified to be held in such a plan.

     LOANS

     Effective February 1, 1999, the Sealed Air Corporation Thrift Plan for
     Cryovac Employees merged into the Plan. Prior to February 1, 1999, the
     Plan's loan provision was not activated. Upon the merger, loans in the
     aggregate amount of approximately $5,100,000 were transferred into the Plan
     and the loan provision was activated. The loan provision allows plan
     participants to borrow up to 50% of their vested account balance. This
     amount may be reduced if the participant has recently repaid an existing
     plan loan. Loans under $500 or over $50,000 are not permitted.



                                       6

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



     The participant loans have a fixed rate of interest, 2% above the prime
     interest rate at the origination of the loan. Participant loans granted
     during 2000 carried an interest rate of between 10.5% and 11.5%.

     FORFEITURES

     A participant's non-vested matching contributions are forfeited following
     termination of employment. The forfeited amounts are used to reduce future
     employer contributions. Total forfeitures were $43,668 and $33,248 for the
     years ended December 31, 2000 and 1999, respectively.

     PARTICIPANT ACCOUNTS

     Each participant's account is credited with the participant's
     contributions, the Corporation's matching contributions and an allocation
     of earnings and losses on investments held by the Plan.

     The benefit to which a participant is entitled is the benefit that can be
     provided from the participant's vested account.

     TRUST FUNDS

     Effective July 1, 1992, the former Sealed Air Corporation, now a subsidiary
     of the Corporation named Sealed Air Corporation (US), and Bankers Trust
     Company (Bankers Trust), as trustee (the Former Trustee), entered into a
     Master Savings Plan Trust Agreement dated June 30, 1992 (the Bankers Trust
     Master Trust Agreement). The Sealed Air Corporation Master Trust (Bankers
     Trust Master Trust) was created for the purpose of investing pooled assets
     for the Plan and the Profit-Sharing Plan of Sealed Air Corporation (the
     Profit-Sharing Plan).

     Effective April 1, 1998, the Corporation and Fidelity Management Trust
     Company, as trustee (the Trustee), entered into a trust agreement created
     for the purpose of investing the assets of the Cryovac Thrift Plan, a
     defined contribution plan. Also on that date, the Corporation became the
     sponsor of the Plan. During the merger of the Cryovac Thrift Plan into the
     Plan, such trust agreement was amended to include the assets of the Plan
     and the Profit-Sharing Plan in the form of a master trust (Fidelity Master
     Trust). Also during the merger, all of the assets within the Bankers Trust
     Master Trust, with the exception of approximately $36 million of assets
     held in the Stable Value Government Fund, were transferred to the Fidelity
     Master Trust. Due to contractual obligations, Bankers Trust remained the
     fund manager with respect to the assets remaining in the Stable Value
     Government Fund. New contributions cannot be invested in the Stable Value
     Government Fund and account balances cannot be transferred into the fund.
     Bankers Trust provides the Trustee with a daily asset accounting for the
     funds they continue to manage. The Bankers Trust Master Trust and the
     Fidelity Master Trust are collectively referred to as "the Master Trust."
     As of December 31, 2000 and 1999, $38 million and $36 million,
     respectively, were held by Bankers Trust in the Stable Value Government
     Fund.



                                       7

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



     The following is a brief description of the investment choices that were
     available to participants under the Plan and held in the Fidelity Master
     Trust. The Fidelity Master Trust is further described in note 6.

         FIDELITY GROWTH & INCOME FUND

         The Fidelity Growth & Income Fund, which is managed by the Trustee, is
         invested in shares of a pooled investment portfolio in which other
         trusts participate, the assets of which are primarily invested in
         common stocks paying current dividends and that show potential for
         capital appreciation as well as potentially investing in bonds,
         including lower-quality debt securities as well as stocks that are not
         currently paying dividends, but offer prospects for future income or
         capital appreciation. Such investments are made at the discretion of
         the Trustee.

         FIDELITY SPARTAN U.S. EQUITY INDEX FUND

         The Fidelity Spartan U.S. Equity Index Fund, which is managed by the
         Trustee, is invested in shares of a pooled investment portfolio in
         which other trusts participate. Approximately 80% of this fund's assets
         are in common stocks included in the S&P 500, which broadly represents
         the performance of common stocks publicly traded in the United States.
         Such investments are made at the discretion of the Trustee.

         FIDELITY BLUE CHIP GROWTH FUND

         The Fidelity Blue Chip Growth Fund, which is managed by the Trustee, is
         invested in shares of a pooled investment portfolio in which other
         trusts participate, the assets of which are primarily invested in
         common stocks of well-known and established domestic and foreign
         companies. At least 65% of total assets of this fund are invested in
         blue chip companies (those with a market capitalization of at least
         $200 million, if the company's stock is included in the S&P 500 or the
         Dow Jones Industrial Average, or $1 billion if not included in either
         index). Such investments are made at the discretion of the Trustee.

         FIDELITY VALUE FUND

         The Fidelity Value Fund, which is managed by the Trustee, is invested
         in shares of a pooled investment portfolio in which other trusts
         participate, the assets of which are primarily invested in common
         stocks of companies that possess valuable fixed assets or that the
         Trustee believes are undervalued in the marketplace in relation to
         factors such as the issuing company's assets, earnings, or growth
         potential. Such investments are made at the discretion of the Trustee.



                                       8

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



         FIDELITY DIVERSIFIED INTERNATIONAL FUND

         The Fidelity Diversified International Fund, which is managed by the
         Trustee, is invested in shares of a pooled investment portfolio in
         which other trusts participate, the assets of which are primarily
         invested in foreign securities, primarily common stocks. Such
         investments are made at the discretion of the Trustee.

         UAM FMA SMALL COMPANY FUND

         The UAM FMA Small Company Fund, the investment advisor of which is
         Fiduciary Management Associates, an affiliate of United Asset
         Management Corporation, is invested in shares of a pooled investment
         portfolio in which other trusts participate, the assets of which are
         primarily invested in common stocks issued by U.S. companies with
         market capitalizations of $50 million to $1 billion. Such investments
         are made at the discretion of the fund's investment advisor.

         PIMCO LONG-TERM U.S. GOVERNMENT FUND - ADMINISTRATIVE SHARES

         The PIMCO Long-term U.S. Government Fund - Administrative Shares, which
         is managed by the Pacific Investment Management Company, is invested in
         shares of a pooled investment portfolio in which other trusts
         participate, the assets of which are primarily invested in U.S.
         Government securities, maintaining a minimum portfolio duration of
         eight years. The fund seeks total return consistent with preservation
         of capital and prudent investment management. Such investments are made
         at the discretion of the fund manager.

         JANUS BALANCED FUND

         The Janus Balanced Fund, which is managed by the Janus Capital
         Corporation, is invested in shares of a pooled investment portfolio in
         which other trusts participate, the assets of which are primarily
         invested in both equity and debt securities. The fund seeks long-term
         growth of capital, consistent with capital preservation and balanced by
         current income. Such investments are made at the discretion of the fund
         manager.

         FIXED INCOME FUND

         The Fixed Income Fund, which is managed by the Trustee, is primarily
         invested in investment contracts offered by major insurance companies
         and other approved financial institutions and in certain types of
         fixed-income securities. A small portion of the fund is invested in a
         money market fund to provide daily liquidity. The fund seeks to
         preserve principal investment while earning interest income. Such
         investments are made at the discretion of the Trustee.



                                       9

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



     In addition to the above funds, the Plan has three investment funds that
     primarily hold Sealed Air Corporation common stock, Sealed Air Corporation
     preferred stock and W.R. Grace & Co. common stock, respectively. These
     funds allow former participants in the Cryovac Thrift Plan to maintain
     their prior investments in these securities in the Thrift Plan. New
     contributions cannot be invested in these funds, except as noted in note 1
     to the financial statements, and account balances cannot be transferred
     into them except as noted under "General" above. Participants may, however,
     transfer all or a part of their investment in these securities into any of
     the nine investment funds listed above. See note 6 below.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The accompanying financial statements of the Plan have been prepared on an
     accrual basis of accounting. Purchases and sales of securities are recorded
     on a trade-date basis. The financial statements present the net assets
     available for benefits and changes in those net assets. Plan investments
     are stated at fair value as determined by quoted valuations and market
     prices reported by the trustees. Dividends are recorded on the ex-dividend
     date.

     For the 1999 Plan year, the plan administrator has obtained certifications
     from the Trustee and the Former Trustee that the information with respect
     to the Plan's investment in the Master Trust and related net investment
     income is complete and accurate. In addition, the information presented in
     note 6 with respect to the Master Trust was obtained from the certified
     trust statements received from the trustees.

     Certain plan asset information as presented in the statements of net assets
     available for benefits was derived on the basis of an allocation to the
     Master Trust of the proportionate activity of the individual funds within
     the Plan.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of net assets available for benefits, disclosures of contingent net
     assets available for benefits, reported amounts of additions and deductions
     for the reporting period. Actual results could differ from those estimates.



                                       10

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



     RISKS AND UNCERTAINTIES

     The assets of the Plan are primarily financial instruments which are
     monetary in nature. Investments in funds are subject to risk conditions of
     the individual fund objectives, stock market fluctuations, interest rate
     changes, economic conditions and world affairs.

     The fair value of financial instruments represents the estimated amounts at
     which the asset or liability could be exchanged in a current transaction
     between willing parties, other than in a forced liquidation sale. These
     estimates are subjective in nature and involve uncertainties and matters of
     judgment; therefore, they cannot be determined with precision. Changes in
     assumptions could significantly affect the estimates.

     ACCOUNTING PRONOUNCEMENTS

     In September 1999, the American Institute of Certified Public Accountants
     issued Statement of Position 99-3, "Accounting for and Reporting of Certain
     Defined Contribution Plan Investments and Other Disclosure Matters" (SOP
     99-3). SOP 99-3 simplifies the disclosure for certain investments and is
     effective for plan years ending after December 15, 1999. The Plan adopted
     SOP 99-3 during the plan year ending December 31, 1999.

     On January 1, 2001, the Plan adopted Statement of Financial Accounting
     Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
     Hedging Activities," as amended in June 1999 by SFAS No. 137, "Accounting
     for Derivative Instruments and Hedging Activities - Deferral of the
     Effective Date of SFAS No. 133," and in June 2000 by SFAS No. 138,
     "Accounting for Certain Derivative Instruments and Certain Hedging
     Activities" (collectively, SFAS No. 133). The adoption of the above
     statements did not have a significant impact on the financial statements of
     the Plan.


(3)  FEDERAL INCOME TAXES

     The Plan obtained a determination letter on November 21, 1997, in which the
     Internal Revenue Service stated that the Plan, subject to adoption of
     certain proposed amendments by the plan sponsor, was in compliance with the
     applicable requirements of the Code. Since receiving the determination
     letter, the Plan has been modified to incorporate the proposed amendments
     and to make certain other changes. The Corporation believes that the Plan
     is in compliance with all significant provisions of the Code and other
     related legislation and that there will be no impact to the Plan's
     financial statements as a result of noncompliance.



                                       11

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



(4)  PLAN TERMINATION

     The Plan has no termination date, and the Corporation and the other
     participating subsidiaries have not expressed an intent to discontinue its
     contributions or terminate the Plan. The Corporation's Board of Directors,
     however, may terminate, amend, modify or suspend the Plan at any time it
     may deem advisable, subject to the provisions of ERISA. In addition, any
     company affiliated with the Corporation that is a participating subsidiary
     in the Plan has the right to terminate the Plan at any time with respect to
     its own employees with the approval of its own Board of Directors and the
     Board of Directors of the Corporation. On termination of the Plan, all of
     the amounts credited to participants' accounts become immediately vested. A
     participating employer's participation in the Plan may be terminated by its
     own Board of Directors or by the Board of Directors of the Corporation.

(5)  PLAN EXPENSES

     Expenses incurred in connection with the Plan's asset management are
     deducted against the net investment income from the Master Trust in the
     accompanying statements of changes in net assets available for benefits.

     All other expenses incurred in the administration of the Plan and Master
     Trust are paid by the Corporation or its subsidiaries.

(6)  THE MASTER TRUST

     The Master Trust's assets are invested as directed by the participants of
     the Plan and the Profit-Sharing Plan. The Plan's investment in the Master
     Trust at December 31, 2000 and 1999 was approximately 70.5% and 67.5%,
     respectively. The Plan's share of net investment loss/income from the
     Master Trust was a net loss of $18,255,763 and net income of $29,624,174
     for the years ended December 31, 2000 and 1999, respectively.



                                       12

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



     The following table presents the fair values of investments for the Master
     Trust at December 31, 2000 and 1999:



                                                    2000           1999
                                                -------------  -------------
                                                         
           Investments at fair value:
              Pooled investment contracts    $  122,841,313    $131,099,315
              Pooled government
                obligations                       7,379,581       6,191,574
              Pooled common stocks              216,635,090     201,878,929
              Sealed Air Corporation common
                and preferred stock              99,159,630     159,628,716
              W.R. Grace common stock               243,900       1,291,318
              Employee loans outstanding          9,800,764       8,710,719
                                                -------------  -------------
,
                                             $  456,060,278    $508,800,571
                                                =============  =============


     The balance of employee loans outstanding is comprised solely of employee
     loans taken from the Plan.

     Net (decrease) increase in fair value by Master Trust investments is as
     follows for the years ended December 31, 2000 and 1999:



                                                    2000           1999
                                                -------------  -------------
                                                          
           Pooled investment contracts       $   (8,258,002)   $ 97,398,044
           Pooled government obligations          1,188,007      (1,273,430)
           Pooled common stocks                  14,756,161     131,788,091
           Sealed Air Corporation common
              and preferred stock               (60,469,086)     51,973,538
           W.R. Grace common stock               (1,047,418)      1,291,318
           Participant loans                      1,090,045       8,710,719
                                                -------------  ------------

                Net (decrease) increase in
                  fair value                 $  (52,740,293)   $289,888,280
                                                =============  ============


The increase in fair value by Master Trust investments for 1999 includes
approximately $233,000,000 of net assets merged into the Plan on
February 1, 1999 from the Cryovac Thrift Plan.



                                       13

                                                                    (Continued)


                        SEALED AIR CORPORATION THRIFT AND
                            TAX-DEFERRED SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2000 and 1999



The net investment income (loss) from the Master Trust as certified by the
Trustee and the Former Trustee for the years ended December 31, 2000 and
1999, respectively, was comprised of the following:



                                              2000            1999
                                          ------------    ------------
                                                      
Interest and dividends                    $ 20,125,944     $16,751,630
Income on pooled funds                              --         169,711
Net realized and unrealized (loss) gain    (84,922,364)     22,510,866

                                          ------------     -----------
            Master Trust net invest-
               ment (loss) income         $(64,796,420)    $39,432,207
                                          ============     ===========






                                       14



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan's administrator has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 28, 2001                SEALED AIR CORPORATION
                                    THRIFT AND TAX-DEFERRED
                                    SAVINGS PLAN

                                    By:  Sealed Air Corporation,
                                          Plan Administrator

                                    By:  /s/ Jeffrey S. Warren
                                         ----------------------------
                                          Jeffrey S. Warren
                                          Controller
                                          (Authorized Executive Officer
                                          and Chief Accounting Officer)





                                  EXHIBIT INDEX


EXHIBIT NO.       EXHIBIT DESCRIPTION
-----------       -------------------

    23            Consent of KPMG LLP