November 29, 2006


Mail Stop 7010

Via U.S. mail and facsimile

Mr. Ira G. Boots, Chief Executive Officer
Berry Plastics Holding Corporation
101 Oakley Street
Evansville, Indiana     47710

Re:	Berry Plastics Holding Corporation
	Registration Statement on Form S-4
      Filed on November 2, 2006
	File No. 333-138380

Dear Mr. Boots:

	We have limited our review of your filing to those issues we
have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General
1. As discussed with you by telephone on November 16, 2006, we are
unable to confirm the S-4 registration for the additional
registrants
listed on the facing sheet of the registration statement.  Please
contact our EDGAR Office at (202) 551-3615 to ensure that you have
complied with the requirements of the EDGAR Filer Manual when
making
your electronic filing.
2. Prior to effectiveness, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance
on the staff`s position enunciated in the Exxon Capital Holdings
Corporation (May 13, 1988), Shearman & Sterling (July 2, 1993) and
Morgan Stanley & Co. Incorporated (June 5, 1991) no-action
letters.
Also include the supplemental representations from Shearman &
Sterling
and Morgan Stanley & Co. Incorporated.
3. Please confirm supplementally that the offer will be open for
at
least 20 full business days to ensure compliance with Rule 14e-
1(a) of
the Securities Exchange Act of 1934.  Further, please confirm that
the
expiration date will be included in the final prospectus
disseminated
to security holders and filed pursuant to the applicable
provisions of
Rule 424.
4. As currently represented, the offer could be open for less than
20
full business days due to the 5:00 p.m. expiration time instead of
an
expiration time of midnight on what ultimately may be the
twentieth
business day following commencement.  Please confirm that the
offer
will be open at least through midnight on the twentieth business
day.
See Rule 14(d)-1(g)(3).

Prospectus Cover Page
5. In the first paragraph, state that the exchange notes will be
fully
and unconditionally guaranteed by the named wholly-owned
subsidiaries
of Berry Plastics Holding Corporation.

Where You Can Find More Information About Us, page 1
Disclosure Regarding Forward-Looking Statements, page 2
Terms Used in this Prospectus, page 3
6. Please relocate these sections to a more appropriate location
in
your prospectus, as the prospectus summary should immediately
follow
the table of contents.

Disclosure Regarding Forward-Looking Statements, page 2
7. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer.  See Section
27A(b)(2)(C) of the Securities Act of 1933 and Section
21E(b)(2)(C) of
the Securities Exchange Act of 1934.  Therefore, please delete the
reference to the safe harbor or state explicitly that the safe
harbor
protections it provided do not apply to statements made in
connection
with this offer.

Prospectus Summary, page 5
8. We note your summary contains a lengthy description of the
company`s business, competitive strengths and business strategy.
Further, we note the identical disclosure appears later in your
prospectus. In the summary, you should carefully consider and
identify
those aspects of the offering that are the most significant and
determine how to best highlight those points in clear, plain
language.
The summary should not include a lengthy description of the
company`s
business and business strategy. This detailed information is
better
suited for the body of the prospectus. Please revise accordingly.
See
Item 503(a) of Regulation S-K and part IV.C. of SEC No. 33-7497.

Collateral, page 17
9. We note that the collateral securing the exchange notes will
include all of the registrant`s and its guarantors` property and
assets that also will secure the registrant`s senior secured
credit
facilities.  We note further that, while the collateral securing
the
senior secured credit facilities will include the equity interests
of
substantially all of your domestic subsidiaries and "first tier"
foreign subsidiaries, the collateral securing the exchange notes
will
not include securities and other equity interest of registrant`s
subsidiaries.  Clarify whether or not the guarantor subsidiaries`
securities and other equity interest are also excluded from the
collateral securing the exchange notes.
10. Please disclose the book value of the assets that are securing
the
exchange notes and the senior secured credit facilities as of the
date
of the latest financial statements included in your prospectus.
You
should update this figure in subsequent periodic reports so long
as
the exchange notes are secured.

The Exchange Offer, page 44
Conditions to the Exchange Offer, page 52
11. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language accordingly.

Signatures
12. For the registrant and each coregistrant, please revise to
include
the signatures of the principal executive officer, the principal
financial, and the controller or the principal accounting officer
whose titles should be should on the signature page.  The
registration
statement should also be signed by at least a majority of the
respective boards of directors.  See Instruction 1 to "Signatures"
on
Form S-4.

Exhibit 5.1
13. We note that the opinion is limited to the laws of the State
of
Indiana.  However, counsel must opine on the laws of the state
governing the indenture, which is New York. In addition, we note
that
you are incorporated in Delaware.  Please revise the opinion to
opine
on the laws of Delaware and New York. Please also note that
counsel
must opine that the guarantee of each guarantor will be the
binding
obligation of the guarantor under the laws of the state governing
the
indenture.  Please revise your opinion accordingly.

General

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosure
they have made.

      Notwithstanding our comments, in the even the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Dorine H. Miller, Financial Analyst at (202)
551-3711 or, in her absence, contact me at (202) 551-3767 if  you
have
questions regarding the above comments.

Sincerely,



Jennifer R. Hardy
Branch Chief -Legal


Mr. Ira G. Boots
Berry Plastics Holding Corporation
November 29, 2006
Page 5



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

         DIVISION OF
CORPORATION FINANCE