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): March 6, 2009

BERRY PLASTICS CORPORATION (f/k/a Berry Plastics Holding Corporation) (Exact name of Registrant as specified in its charter)
Delaware (State of Incorporation)	333-138380 (Commission File Numbers)		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)
NA (Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

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

Item 8.01                                Other Events

The requisite lenders under Berry Plastics Group, Inc.’s Term Loan Credit Agreement (the “Holdco Credit Agreement”) dated as of June 5, 2007 have approved an amendment to the Holdco Credit Agreement that, among other things, allows Berry Plastics Group, Inc. (“Holdco”), its affiliates and subsidiaries to make certain purchases of assignments of loans under the Holdco Credit Agreement in the open market, subject to the terms and conditions described therein. The amendment provides that Holdco and its subsidiaries shall not spend more than a total of $75 million of cash in respect of purchases of assignments of loans under the Holdco Credit Agreement.  The amendment is now effective.  Holdco is the direct parent of Berry Plastics Corporation.

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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
Date: March 10, 2009	By:	/s/ James M. Kratochvil
	Name: James M. Kratochvil         Title: Executive Vice President, Chief        Financial Officer, Treasurer and Secretary

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