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: December 3, 2009

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)

     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))

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Item 5.02.                      DEPARTURE OF DIRECTOR OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

Berry Plastics Corporation (the “Registrant”) has received notice from R. Brent Beeler regarding his intention to retire as President and Chief Operating Officer of the Registrant and its affiliates effective December 31, 2009.  The Registrant and Mr. Beeler have reached an agreement pursuant to which Mr. Beeler will continue to serve in a consulting role for the Registrant.  Mr. Randall Becker will assume the role of President and Chief Operating Officer of the Registrant effective December 31, 2009.  Mr. Becker currently serves as Executive Vice President of Operations in the Registrant’s Rigid Open Top Division and has been with the company for more than 20 years.

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

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