EXHIBIT 3.81

                                                                          [SEAL]

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                    DBC, INC.
                                      INTO
                           O-I BROCKWAY PLASTICS, INC.

             (Pursuant to Section 253 of the General Corporation Law
                                  of Delaware)

          O-I BROCKWAY PLASTICS, INC., a corporation incorporated on the 15th
day of June, 1960, pursuant to the provisions of the General Corporation Law of
the State of Delaware;

          DOES HEREBY CERTIFY that this Corporation owns 100% of the capital
stock of DBC, INC., a corporation incorporated on the 2nd day of October, 1961,
pursuant to the provisions of the Business Corporation Act of the State of New
Jersey, and that this Corporation, by a resolution of its Board of Directors
duly adopted by unanimous written consent in lieu of a meeting as of the 22nd
day of December 1994, determined to and did merge into itself said DBC, INC.,
which resolution is in the following words, to wit:

               WHEREAS this Corporation lawfully owns 100% of the outstanding
          stock of DBC, Inc., a corporation organized and existing under the
          laws of New Jersey; and

               WHEREAS this Corporation desires to merge into itself the said
          DBC, Inc., and to be possessed of all the estate, property, rights,
          privileges and franchises of said corporation;

               NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into
          itself said DBC, Inc. and assumes all of its liabilities and
          obligations; and

               FURTHER RESOLVED, that the president or a vice-president, and the
          secretary or an assistant secretary of this Corporation be and they
          hereby are directed to make and execute, under the corporate seal of
          this Corporation, a certificate of ownership and merger setting forth
          a copy of the resolution to merge said DBC, Inc. into this



          Corporation and assume its liabilities and obligations, and the date
          of adoption thereof, and to file the same in the office of the
          Secretary of State of the State of Delaware, and a certified copy
          thereof in the office of the Recorder of Deeds of New Castle Country;
          and

               FURTHER RESOLVED, that this merger shall be effective January 1,
          1995 at 2:01 a.m.

               FURTHER RESOLVED, that the officers of this Corporation be and
          they hereby are authorized and directed to do all acts and things
          whatsoever, whether within or without the State of Delaware; which may
          be in any way necessary or proper to effect said merger.

          IN WITNESS WHEREOF, said O-I BROCKWAY PLASTICS, INC. has caused this
certificate to be signed by David G. Van Hooser, its Vice President and attested
by James W. Baehren, its Secretary, this 22nd day of December, 1994.

                                            BY: /s/ David G. Van Hooser
                                                --------------------------------
                                                David G. Van Hooser
                                                Vice President


                                            ATTEST: /s/ James W. Baehren
                                                    ----------------------------
                                                    James W. Baehren
                                                    Secretary

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