UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)~~: ~~April~~December 143, ~~2008~~2009

Commission File Number 333-138380

BERRY PLASTICS CORPORATION (f/k/a BERRY PLASTICS HOLDING CORPORATION) (Exact name of Registrant as specified in its charter)
Delaware (State of Incorporation)	Delaware (State of Incorporation)
033-75706 (Commission File Numbers)
35-1814673 (I.R.S. Employer Identification No.)	35-1813706 (I.R.S. Employer Identification No.)
101 Oakley Street Evansville, Indiana (Address of principal executive offices)	47710 (Zip Code)
(812) 424-2904 (Registrant’s telephone number, including area code)
N.A. (Former Name or Former Address, if Changed Since Last Report)	N.A. (Former Name or Former Address, if Changed Since Last Report)

BERRY PLASTICS CORPORATION

(f/k/a Berry Plastics Holding Corporation)

(Exact name of registrant as specified in its charter)

Delaware	35-1814673
(State or other jurisdiction of incorporation or organization)	(IRS employer identification number)

101 Oakley Street Evansville, IN 47710 (Zip Code) (Address of principal executive offices)

Registrant’s telephone number, including area code: (812) 424-2904

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 7.01 Regulation FD Disclosure.~~1

~~On April~~Item ~~14, 2008, the Berry Plastics Corporation (the “Company”), commenced a private placement of $530~~5.~~6 million aggregate principal amount of first priority floating rate senior secured notes due 2015 (the “Notes”)~~02. ~~The net proceeds of~~ DEPARTURE ~~the~~OF ~~private~~DIRECTOR ~~placement~~OR ~~will~~PRINCIPAL beOFFICERS; ~~used~~ELECTION toOF ~~repay~~DIRECTORS; ~~borrowings~~APPOINTMENT ~~under the Company’s~~OF ~~bridge~~PRINCIPAL ~~loan credit facility that were used to finance and pay costs related to the Company’s acquisition of Captive Holdings, Inc~~OFFICERS., the parent company of Captive Plastics, Inc. The private placement is subject to market and other conditions. The Notes will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

~~The Notes~~Berry ~~will~~Plastics ~~not~~Corporation be(the ~~registered~~“Registrant”) ~~under~~has ~~the~~received ~~Securities~~notice ~~Act~~from R. ~~Unless~~Brent soBeeler regarding ~~registered,~~his ~~the~~intention ~~Notes may~~to ~~not~~retire beas ~~offered~~President orand ~~sold~~Chief inOperating Officer of the ~~United~~Registrant ~~States~~and ~~except~~its ~~pursuant~~affiliates toeffective anDecember ~~exemption from~~31, or2009. The Registrant inand aMr. ~~transaction~~Beeler ~~not~~have ~~subject~~reached ~~to,~~an ~~the~~agreement ~~registration~~pursuant ~~requirements~~to ofwhich ~~the~~Mr. Beeler ~~Securities~~will ~~Act~~continue ~~and~~to ~~applicable~~serve ~~state~~in ~~securities~~a ~~laws.~~consulting ~~This~~role ~~report~~for ~~shall~~the ~~not~~Registrant. Mr. ~~constitute~~Randall anBecker ~~offer~~will toassume ~~sell or~~ the ~~solicitation~~role of anPresident ~~offer~~and toChief ~~buy,~~Operating ~~nor~~Officer ~~shall~~of ~~there~~the beRegistrant ~~any~~effective ~~sale~~December of31, ~~the~~2009. Mr. ~~Notes~~Becker incurrently serves ~~any~~as ~~state~~Executive inVice ~~which~~President ~~such~~of ~~offer,~~Operations ~~solicitation~~in ~~or sale~~the ~~would~~Registrant’s beRigid ~~unlawful~~Open Top ~~prior~~Division toand ~~registration~~has orbeen ~~qualification~~with ~~under~~ the ~~securities~~ ~~laws~~company offor ~~any~~more ~~such~~than ~~state~~20 years.

The Company is disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is excerpted from a Preliminary Offering Memorandum that is being disseminated in connection with the private placement described above.2

This information, including Exhibit 99.1, shall be deemed not to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Disclosure used in connection with the distribution of the Preliminary Offering Memorandum for $530.6 million aggregate principal amount of first priority floating rate senior secured notes due 2015.

SIGNATURE

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.

				BERRY PLASTICS CORPORATION
		BERRY PLASTICS CORPORATION (f/k/a BERRY PLASTICS HOLDING CORPORATION)
Date: April 14, 2008				By:	/s/ James M. Kratochvil
	Date: December 3, 2009	By:	/s/James M. Kratochvil
					Name: James M. Kratochvil Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the entities listed above
		Name: James M. Kratochvil Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary

~~Exhibit Index~~3

Exhibit No.		Description
99.1		Disclosure used in connection with the distribution of the Preliminary Offering Memorandum for $530.6 million aggregate principal amount of first priority floating rate senior secured notes due 2015.

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