UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)

                                FEBRUARY 17, 2005


                               SEALIFE CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                    0-13895                   34-1444240
(State or other jurisdiction        (Commission               (IRS Employer
      of incorporation)             File Number)             Identification No.)


       5601 W. SLAUSON AVE., CULVER CITY, CALIFORNIA              90293
          (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (310) 338-9757





ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On February 17, 2005,  Sealife  Marine  Products,  Inc.  (the  "SeaLife
Marine"),  a California  corporation and subsidiary of the  Registrant,  SeaLife
Corporation, a Delaware corporation,  entered into a distribution agreement (the
"Distribution Agreement") with Zolatone AIM (Automotive, Industrial and Marine),
a division of Surface Protection Industries International ("Zolatone"), pursuant
to which Zolatone will be the  distributor of, and will promote the sale and use
of, products manufactured by SeaLife Marine to distributors of boats, barges and
marine vessels,  shipyards,  boatyards and marine dealers.  Zolatone will be the
exclusive  distributor of SeaLife Marine's products for a term of three years in
various U.S. states.

         A copy of the  Registrant's  press release issued on February 17, 2005,
announcing SeaLife Marine's entry into the Distribution  Agreement,  is attached
to this Current  Report on Form 8-K as Exhibit 99.1 and  incorporated  herein by
reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits.

                  99.1     Press  Release  issued by the  Registrant on February
                           17, 2005.


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                                  EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION
- -------        -----------

99.1           Press Release issued by the Registrant on February 17, 2005.


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                                   SIGNATURES

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


February 23, 2005           SEALIFE CORPORATION


                             /S/ ROBERT A. MCCASLIN
                            ----------------------------------------------------
                            Robert A. McCaslin, Chief Executive Officer and
                            Chief Financial Officer


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