-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):
                       JULY 31, 2002 (JULY 22, 2002)

                        BERRY PLASTICS CORPORATION
            (Exact name of registrant as specified in charter)

                                 DELAWARE
              (State or Other Jurisdiction of Incorporation)

    33-75706                           35-1813706
(Commission file number)        (IRS employer identification number)


                        BPC HOLDING CORPORATION
            (Exact name of registrant as specified in charter)

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


101 OAKLEY STREET, EVANSVILLE, INDIANA          47710
(Address of principal executive offices)     (Zip code)

                              (812) 424-2904
           (Registrants' telephone number, including area code)










ITEM 1 - CHANGE IN CONTROL

     On July 22, 2002, GS Berry Acquisition Corp. (the "Buyer") merged (the
"Merger")  with  and into BPC Holding Corporation ("BPC Holding"), pursuant
to the Agreement and  Plan  of Merger (as amended, the "Merger Agreement"),
dated as of May 25, 2002, by  and  among  Buyer,  GS  Capital Partners 2000
Offshore, L.P., GS Capital Partners 2000 GMBH & Co. Beteiligungs KG, Bridge
Street  Special  Opportunities  Fund 2000, L.P., GS Capital  Partners  2000
Employee Fund, L.P., Stone Street  Fund  2000,  L.P.,  BPC  Holding,  Berry
Plastics  Corporation  ("Berry  Plastics")  and  certain  stockholders  and
warrantholders  of  BPC  Holding.  At the effective time of the Merger, (i)
each  share  of  common  stock   of  BPC  Holding  Corporation  issued  and
outstanding immediately prior to the  effective  time  of  the  Merger  was
converted  into  the  right  to  receive  cash pursuant to the terms of the
Merger Agreement, and (ii) each share of common  stock  of the Buyer issued
and outstanding immediately prior to the effective time of  the  Merger was
converted  into  one share of common stock of BPC Holding.  As a result  of
the Merger, the Buyer  and  its  affiliates  own  approximately  65% of the
common stock of BPC Holding.

     The total amount of funds required to consummate the Merger and to pay
estimated  fees and expenses related to the Merger is approximately  $840.2
million.   In   connection   with   the  Merger,  Berry  Plastics  received
approximately $330 million from a senior  term  loan  from  a  syndicate of
lenders led by Goldman Sachs Credit Partners L.P., as administrative agent,
approximately   $250   million  from  the  issuance  of  10  3/4  %  Senior
Subordinated Notes to various  private  institutional  buyers,  and,  as  a
result  of the Merger, approximately $268.8 million in equity contributions
from  affiliates  of  the  Buyer  and  certain  existing  stockholders  and
continuing investments from members of Berry Plastics' management.

     The  description  of  the  Merger  Agreement  and the Merger set forth
herein does not purport to be complete and is qualified  in its entirety by
the provisions of the Merger Agreement, which is filed or  incorporated  by
reference as an exhibit hereto and is incorporated herein by reference.

ITEM 7 -  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits.

     2.1    Agreement and Plan of Merger (the "Merger Agreement"), dated as
            of  May  25,  2002, by and among GS Berry Acquisition Corp., GS
            Capital Partners  2000 Offshore, L.P., GS Capital Partners 2000
            GMBH & Co. Beteiligungs KG, Bridge Street Special Opportunities
            Fund 2000, L.P., GS  Capital Partners 2000 Employee Fund, L.P.,
            Stone Street Fund 2000,  L.P.,  BPC  Holding Corporation, Berry
            Plastics    Corporation    and    certain   stockholders    and
            warrantholders of BPC Holding Corporation, is filed herewith as
            Exhibit 2.1.

     2.2    First Amendment to the Merger Agreement,  dated  as of July 12,
            2002, is filed herewith as Exhibit 2.2

     2.3    Second Amendment to the Merger Agreement, dated as  of July 22,
            2002, is filed herewith as Exhibit 2.3.












                                SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrants has duly cause this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                              BERRY PLASTICS CORPORATION
                              BPC HOLDING CORPORATION

Dated:  July 31, 2002


                              By:  /S/ JAMES M. KRATOCHVIL
                                 James M. Kratochvil
                                 Executive Vice President, Chief Financial
                                 Officer, Treasurer and Secretary of the
                                 entities listed above (Principal Financial
                                 and Accounting Officer)





LIBNY/1118693.1