SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            SCHEDULE 13D
             Under the Securities Exchange Act of 1934
                         (Amendment No.12)

                       Sealed Air Corporation
             ___________________________________________
                          (Name of Issuer)


                            Common Stock
             ___________________________________________
                  (Title of Class of Securities)


                             81211K100
             ___________________________________________
               (CUSIP Number of Class of Securities)


                          Thomas Tays
                        Chief Legal Officer

                  DAVIS SELECTED ADVISERS, L.P.
                 2949 East Elvira Road, Suite 101
                     Tucson, Arizona 85756
                         (520) 434-3771
    ___________________________________________________________

    (Name, Address and Telephone Number of Person Authorized to
                Receive Notices and Communications)


                         November 03, 2011
             ___________________________________________
                   (Date of Event which Requires
                     Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]

Rider 1A


CUSIP No. 81211K100                                           13D
___________________________________________________________________
(1)  NAMES OF REPORTING PERSONS
     Davis Selected Advisers, L.P.
___________________________________________________________________
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
___________________________________________________________________
(3)  SEC USE ONLY
___________________________________________________________________
(4)  SOURCE OF FUNDS
     AF
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Colorado
___________________________________________________________________

                                   :(7) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    15,043,312 shares
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED OR NO VOTING POWER

                                   :            0 shares (Shared)
                                        1,381,338 shares (None)
                                   ________________________________
                                   :(9) SOLE DISPOSITIVE POWER
                                   :   (Discretionary Accounts)
                                   :    16,424,650 shares
                                   ________________________________
                                   :(10) SHARED DISPOSITIVE POWER
                                   :                0 shares

___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      16,424,650 shares
___________________________________________________________________

(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      8.6%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
      IA
___________________________________________________________________



Item 1.  Security and Issuer

The class of equity security to which this statement on Schedule 13D relates is
the Common Stock (the "Securities") of Sealed Air Corporation, a Delaware
corporation (the "Issuer"). The Issuer has its principal executive offices
located at 200 Riverfront Boulevard Elmwood Park, New Jersey.

Item 2.  Identity and Background

Item 2 shall be amended and restated as follows:

(a)-(c) This statement is being filed by Davis Selected Advisers, L.P. ("Davis
Advisors"), an investment advisor registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended. The address
of its principal office is 2949 East Elvira Road, Suite 101, Tucson, Arizona
85756. Davis Advisors provides discretionary portfolio management services,
serving as investment adviser or sub-adviser for registered investment
companies (including the Davis Funds, Selected Funds, and Clipper Fund),
unregistered investment companies, offshore funds, and private accounts.
Davis Advisors also works with sponsors to serve as investment adviser for
managed money/wrap account programs. In certain managed money/wrap account
programs, Davis Advisors will provide non-discretionary investment management
services (generally in the form of model portfolios).

The names, business addresses, and principal occupations of the general partner
and executive officer of Davis Advisors (collectively, the "Principals") are
set forth in Schedule I.

The Securities of the Issuer reported in Item 5 herein were acquired on behalf
of the investment advisory clients of Davis Advisors, Inc., under sole or
shared discretionary authority granted to Davis Advisors. None of the
Securities are owned by or on behalf of Davis Advisors and less than 0.5%
of the Issuer's outstanding securities are owned by Davis Advisors partners
and officers.

(d) During the last five years, none of Davis Advisors, or any of the
Principals has been convicted in any criminal proceeding.

(e) During the last five years, none of Davis Advisors, or any of the
Principals has been a party to any civil or administrative proceeding
that resulted in such person or entity being subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

(f) Davis Advisors is a Colorado limited partnership. The citizenship of each
Principal is set forth in Schedule I.


Item 3.  Source and Amount of Funds or Other Consideration

The respective investment advisory clients of Davis Advisors used approximately
$356,962,515 in the aggregate to purchase the Securities reported in this
filing. All funds used to purchase Securities were assets of these respective
clients and none were assets of Davis Advisors. In addition, none of the funds
used to purchase the Securities were provided through borrowings of any nature.


Item 4.  Purpose of Transaction

The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts over which Davis Advisors
has either sole or shared discretionary dispositive or voting power. The
Beneficial ownership on the part of Davis Advisors is expressly disclaimed,
as permitted by Rule 13d-4.  All purchases of Securities were made for
investment purposes only and in the ordinary course of business of Davis
Advisors as a registered investment advisor. Davis Advisors may, from time
to time and at any time, purchase additional securities on behalf of clients
in the future. Davis Advisors reserves the right to sell all or a part of
the current holdings of the Securities from time to time and at any time.

Davis Advisors is engaged in the business of investment management of its
clients' assets and pursues an investment philosophy of identifying undervalued
situations and acquiring positions in undervalued companies on behalf of its
clients.  In pursuing this investment philosophy, Davis Advisors analyzes the
operations, capital structure and markets of companies in which its clients
invest and continuously monitors the business operations of such companies
through analysis of financial statements and other public documents, through
discussions with knowledgeable industry observers, and with management of
such companies.

Davis Advisors qualifies as an institution which may elect to file securities
ownership reports required by the Securities Exchange Act of 1934 on Schedule
13G and, as a routine matter, Davis Advisors utilizes Schedule 13G for its
reporting of the ownership positions held by its investment advisory clients.
As the result of investment analysis or the occurrence of events, Davis
Advisors may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant
matters or possible courses of action to assist in building corporate
intrinsic value per share or to cause the portfolio company's true economic
value to be recognized. In such situations, Davis Advisors may elect to
convert a filing on Schedule 13G to a filing on Schedule 13D in order to
be more active in corporate governance and management matters, and to
have the ability to enter into discussions with third parties
concerning proposed corporate transactions of a significant nature.

On June 1, 2011, via a press release, the Issuer announced that it had entered
into a definitive agreement under which the Issuer will acquire Diversey in a
transaction valued at $4.3 billion. Davis Advisors:

1. has serious concerns about the proposed transaction;
2. may oppose the proposed transaction;
3. may encourage the Issuer's management to explore other strategic options
   to maximize shareholder value; and
4. may have additional conversations with the Issuer and/or third parties
   regarding    opportunities to maximize the Issuer's value including any
   of the actions or transactions enumerated in clauses (a) through (j)
   of Item 4.


Item 5.  Interest In Securities Of The Issuer

Item 5 shall be amended and restated as follows:

(a) The aggregate number and percentage of Securities to which this Schedule
13D relates is 16,424,650 shares of the common stock of the Issuer,
constituting approximately 8.6% of the Issuer's outstanding shares,
Rider 6A.

___________________________________________________________________

                          Common       % of outstanding
                          Shares         Common Shares
                           Held
___________________________________________________________________
Davis Advisors' Voting Authority

Sole:                         15,043,312       7.9%
Shared:                       none             0.0%
None:                          1,381,338       0.7%

Total                         16,424,650       8.6%

Davis Advisors' Dispositive Authority

Sole:                         16,424,650       8.6%
Shared:                       none             0.0%

Total                         16,424,650       8.6%



(b) Davis Advisors generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary
accounts of its investment clients, and may be granted the sole
power to vote or direct the vote of such Securities; such powers
may be retained by or shared with the respective clients for shared
or non-discretionary accounts.  Shares held by Davis New York
Venture Fund are reported in the "shared" category.

(c) Please see Schedule II for purchase and sale transactions in
the Securities during the past sixty days.

(d) The investment advisory clients of Davis Advisors have the sole
right to receive and, subject to notice, to withdraw the proceeds
from the sale of the Securities, and the sole power to direct the
receipt of dividends from any of the Securities held for their
respective accounts.  Such clients may also terminate the investment
advisory agreements without penalty upon appropriate notice. Davis
Advisors does not have an economic interest in any of the Securities
reported herein.

(e) Not applicable.


Item 6.  Contracts, Arrangements, Understandings or
         Relationships with Respect to Securities of the Issuer

The powers of disposition with respect to Securities owned by
discretionary private accounts of Davis Advisors are established
in written investment advisory agreements between clients and Davis
Advisors, which are entered into in the normal and usual course of
the business of Davis Advisors as a registered investment advisor
and which are generally applicable to all securities purchased for
the benefit of each such discretionary private account. There are
no special or different agreements relating to the Securities of
the Issuer.

The written investment advisory agreements with clients generally
do not contain provisions relating to borrowing of funds to finance
the acquisition of the Securities, acquisition of control, transfer
of securities, joint ventures, or any of the other transactions
listed in the instructions to Item 6 of Schedule 13D other than
voting of proxies.  In connection with voting, Davis Advisors may
be allowed or directed to vote the proxies received by client accounts.

Item 7.  Material to be Filed as an Exhibit

Item 7 shall be amended and restated as follows:

                                     SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  November 03, 2011


                                 DAVIS SELECTED ADVISERS, L.P.

                                 By /s/ Thomas Tays
                                 _______________________________
                                 Thomas Tays
                                 Vice President & Chief Legal Officer




                                    SCHEDULE I
                      Information with Respect to Executive
                              Officers and Directors

The following information is disclosed for the general partner and each of the
executive officers of Davis Advisors: name; business address; and present
principal occupation or employment. Each individual identified below is
a citizen of the United States.


DAVIS SELECTED ADVISERS, L.P.

General Partner: Davis Investments, LLC (a Delaware limited liability company)
serves as Davis Selected Advisers, L.P.'s sole general partner. Davis
Investments, LLC is wholly owned by Christopher Davis.

Executive Officers

Sole Member & Chairman	Christopher C. Davis(1)
President	Andrew A. Davis(2)
Chief Operating Officer	Kenneth C. Eich(3)
Chief Marketing Officer	Russell O. Wiese(1)
Vice President, Chief Financial Officer, Treasurer &
Assistant Secretary	Gary P. Tyc(3)
Vice President, Chief Legal Officer, General Counsel,
& Secretary	Thomas D. Tays(3)
Vice President & Chief Compliance Officer	Sharra L. Haynes(3)
Co-Chief Compliance Officer	Anthony Frazia(1)
Vice President & Information Technology Manager	Sandra E. Duran(2)
Vice President & Director of Fund Accounting	Douglas A. Haines(3)
Assistant Vice President	Catherine A. Merlino(3)

(1)Principal office 620 Fifth Avenue, 3rd Floor, New York, New York 10020
(2)Principal office 124 East Marcy Street, Santa Fe New Mexico 87501
(3)Principal office 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756



                           SCHEDULE II
Securities transactions in the last 60 days.

Purchases and sales by Davis Advisors were conducted in the open market in
the ordinary course of business.


Transaction Type        Date   		 # of Shares      Price per Share
        (Net of commissions)



Buy			8/26/2011	    722 	$16.57
Sold			8/26/2011	  1,923 	$16.77
Buy			8/29/2011	    563 	$17.33
Sold			8/29/2011	502,699 	$17.32
Buy			8/30/2011	    192 	$17.41
Sold			8/30/2011     2,001,384 	$17.40
Buy			8/31/2011	     74 	$18.58
Sold			8/31/2011       302,856 	$18.42
Buy			9/1/2011	    306 	$18.21
Sold			9/1/2011	    665 	$18.19
Buy			9/2/2011	     17 	$17.80
Sold			9/2/2011	 10,297 	$17.78
Buy			9/6/2011	    703 	$17.17
Sold			9/6/2011	  2,120 	$17.40
Buy			9/7/2011	    245 	$18.11
Sold			9/7/2011	276,804 	$18.05
Buy			9/8/2011	    376 	$18.03
Sold			9/8/2011	101,210 	$18.06
Buy			9/9/2011	    386 	$17.54
Sold			9/9/2011	  2,001 	$17.45
Buy			9/12/2011	    186 	$17.26
Sold			9/12/2011	  2,481 	$17.18
Buy			9/13/2011	    318 	$17.85
Sold			9/13/2011	301,886 	$17.86
Buy			9/14/2011	    258 	$18.05
Sold			9/14/2011	502,642 	$18.27
Buy			9/15/2011	    695 	$18.48
Sold			9/15/2011     2,003,286 	$18.49
Buy			9/16/2011	    215	 	$19.08
Sold			9/16/2011	 37,691		$19.17
Buy			9/19/2011	    363		$18.74
Sold			9/19/2011	151,928		$18.79
Buy			9/20/2011	    617		$18.74
Sold			9/20/2011	202,089		$18.77
Buy			9/21/2011	    588	 	$18.23
Sold			9/21/2011	  2,071	 	$18.25
Buy			9/22/2011	     60	 	$17.50
Sold			9/22/2011	  1,716	 	$17.25
Buy			9/23/2011	  1,200	 	$17.33
Sold			9/23/2011	  5,744	 	$17.42
Buy			9/26/2011	    318	 	$17.56
Sold			9/26/2011	  7,025	 	$17.56
Buy			9/27/2011	    195	 	$18.30
Sold			9/27/2011	301,288	 	$18.40
Buy			9/28/2011	    144	 	$17.94
Sold			9/28/2011	102,233	 	$17.59
Buy			9/29/2011	    316	 	$17.37
Sold			9/29/2011	  6,416	 	$17.26
Buy			9/30/2011	    750	 	$17.03
Sold			9/30/2011	  1,416	 	$17.00
Buy			10/3/2011	    117	 	$16.32
Sold			10/3/2011	    826	 	$16.21
Buy			10/4/2011	    220	 	$15.85
Sold			10/4/2011	  2,697	 	$15.81
Buy			10/5/2011	    386	 	$16.36
Sold			10/5/2011	 48,130	 	$16.49
Buy			10/6/2011	    434	 	$16.70
Sold			10/6/2011	302,587	 	$16.77
Buy			10/7/2011	    516	 	$16.64
Sold			10/7/2011	251,021	 	$16.50
Buy			10/10/2011	    551	 	$16.83
Sold			10/10/2011	300,517	 	$16.83
Buy			10/11/2011	    117         $17.12
Sold			10/11/2011      302,455         $17.07
Buy			10/12/2011          148         $17.47
Sold			10/12/2011      960,963         $17.59
Buy			10/13/2011          190         $17.39
Sold			10/13/2011      202,260         $17.51
Buy			10/14/2011          766         $17.43
Sold			10/14/2011      251,952         $17.44
Buy			10/17/2011	    557	        $17.06
Sold			10/17/2011	  1,135	        $16.97
Buy			10/18/2011	  1,106		$17.08
Sold			10/18/2011    1,003,496		$17.14
Buy			10/19/2011          341		$17.22
Sold			10/19/2011    1,021,139		$17.24
Buy			10/20/2011	    361		$16.69
Sold			10/20/2011      330,627         $16.98
Buy			10/21/2011	    391  	$17.26
Sold                    10/21/2011    1,053,671         $17.31
Buy			10/24/2011	    683		$17.75
Sold                    10/24/2011      650,784         $17.74
Buy			10/25/2011          176         $17.73
Sold                    10/25/2011      276,321         $17.77
Buy			10/26/2011	    567         $17.24
Sold                    10/26/2011      103,821         $17.56
Buy			10/27/2011	    607         $18.21
Sold                    10/27/2011    1,855,321         $18.45
Buy			10/28/2011	     28		$18.25
Sold			10/28/2011	451,279		$18.37
Buy			10/31/2011	    420		$18.20
Sold			10/31/2011	  4,198		$17.85
Buy			11/01/2011	    661		$17.41
Sold			11/01/2011	  1,871		$17.47
Buy			11/02/2011	    514		$17.80
Sold			11/02/2011    1,002,069		$17.73
Buy			11/03/2011	    578		$17.84
Sold			11/03/2011    1,101,809		$17.76



DAVIS SELECTED ADVISERS, L.P.
Schedule 13D Riders

Rider 1A

Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to all other
provisions of the Act (however, see the Notes).


Rider 6A

Based upon 191,935,504 shares stated to be outstanding as of October 3,
2011 in the Issuer's Form S-3ASR filed with the Securities Exchange
Commission on October 3, 2011.