8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                Pursuant to Section 13 or Section 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): October 15, 2003



                      __________BPC Holding Corp.________
            (Exact name of Registrant as specified in its charter)



                        ____________Delaware__________
                (State or other jurisdiction of incorporation)



               033-75706-01                        351814673
         (Commission File Number)      (IRS Employer Identification No.)


                 101 Oakley Street, Evansville, Indiana 47710
         (Address of principal executive offices, including zip code)


      Registrant's telephone number, including area code: (812) 424-2904









Item 5 (Other)

    1.    On October 15, 2003, Berry Plastics Corporation ("Berry") issued a
press release announcing that it had entered into a definitive agreement to
acquire Landis Plastics, Inc., for $228 million, including repayment of
existing indebtedness. A copy of this press release is attached hereto as
Exhibit 99.1.

   2.     On October 23, 2003, Berry issued a press release announcing its
intention to issue an additional amount of its 10  3/4% Senior Subordinated
Notes due 2012 resulting in gross proceeds of up to $110 million in an add-on
private placement offering. A copy of this press release is attached hereto
as Exhibit 99.2.

Item 7. Financial Statements and Exhibits

Exhibit 99.1 Text of press release dated October 15, 2003

Exhibit 99.2 Text of press release dated October 23, 2003


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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: October 23, 2003

                                           By:/s/James M. Kratochvil
                                            ----------------------------
                                           James M. Kratochvil
                                           Executive Vice President, Chief
                                           Financial Officer, Treasurer and
                                           Secretary



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                                 Exhibit Index
                                 -------------

99.1 Text of press release dated October 15, 2003

99.2 Text of press release dated October 23, 2003



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EX-99.1

                                                                  Exhibit 99.1

      BERRY PLASTICS CORPORATION AGREES TO ACQUIRE LANDIS PLASTICS, INC.

EVANSVILLE, INDIANA, OCTOBER 15, 2003 - Berry Plastics Corporation ("Berry")
today announced that it has entered into a definitive agreement to acquire
Landis Plastics, Inc. ("Landis") for $228 million, including repayment of
existing indebtedness.  The purchase price will be funded with a combination of
debt, an equity investment from Berry's existing investors, and cash on Berry's
balance sheet.  The transaction is scheduled to close in the fourth quarter of
2003 and is subject to customary closing conditions.

Ira Boots, President and CEO of Berry Plastics Corporation, stated "The
customers and employees of both Berry and Landis will benefit from the
combination of these two outstanding companies.  We have grown in different
markets but share a commitment to providing superior services to customers and
caring for employees while delivering exceptional financial performance.  The
vision and talent of current Berry employees will be enhanced by the business
expertise and skill-sets contributed by Landis."

Landis is based in Chicago Ridge, Illinois, with five domestic facilities
supporting North American customers.  Landis manufactures injection molded and
thermoformed plastic packaging for dairy and other food products.  Over the
past 15 years, Landis has experienced robust organic growth in sales of
10.4%[1].  During 2002, Landis generated $211.6 million of net sales.

Gregory Landis, President of Landis Plastics, Inc., will hold a significant
equity interest in Berry following the closing of the acquisition, and will
join Berry's Board of Directors.  Mr. Landis will also serve as President of
Berry's newly formed Dairy Division, utilizing the combined Berry and Landis
platform to provide expanded product offerings.  The combination of Berry's
twelve U.S. and international plants with the five Landis domestic facilities
will provide enhanced geographic coverage, benefiting the customers of both
Berry and Landis.

"The Landis team is excited to partner with an organization of the quality of
Berry Plastics, " said Mr. Landis.  "Berry is providing Landis management with
additional resources to continue our history of customer service, quality and
innovation."  Richard Landis, Chairman of Landis Plastics, who co-founded the
company in 1953 with his father, added, "Clearly, our choice of partner was
very important to the Landis family, and we believe that this combination will
only enhance our relationships with customers and suppliers."



[1]Represents compounded annual growth rate from 1987 to 2002.


                                -1-



Brent Beeler, Berry's Executive Vice President & General Manager, will assume
the role of President for the Container & Consumer Products Division.  In his
new position, Mr. Beeler will focus on customer needs by continuing to
strengthen operating performance.

"By joining our two companies, Berry and Landis are creating outstanding
opportunities for growth for both our employees and investors while expanding
our extensive array of products and broadening our geographical reach," stated
Mr. Beeler.

Berry has also agreed to acquire four facilities currently leased by Landis
from affiliates of Landis.  Berry currently intends to assign its right to
purchase these facilities to a third party and lease them from that third
party.

Berry Plastics was advised by Goldman, Sachs & Co. and J.P. Morgan Securities
Co.

Landis Plastics was advised by Robert W. Baird & Co.

Berry Plastics Corporation, a portfolio company of Goldman Sachs Capital
Partners and JP Morgan Partners, is a leading manufacturer and marketer of
injection-molded and thermoformed plastic open-top containers, aerosol
overcaps, closures, drink cups, and housewares. The company is headquartered in
Evansville, Indiana, and, together with its subsidiaries, has plants in
Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Lawrence,
Kansas; Suffolk, Virginia; Monroeville, Ohio; Woodstock, Illinois; Streetsboro,
Ohio; Baltimore, Maryland; Norwich, England; Milan, Italy and a sales office in
Mexico City, Mexico.

                                     # # #

Contact:

Berry Plastics Corporation:     Ira Boots          tel. (812) 424-2904

Landis Plastics, Inc.:          Gregory Landis     tel. (708) 239-2390

Certain statements and information included in this release may constitute
"forward looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance, or achievements of Berry Plastics to be
materially different from any future results, performance, or achievements
expressed or implied in such forward looking statements.  Additional discussion
of factors that could cause actual results to differ materially from
management's projections, forecasts, estimates and expectations is contained in
the companies' SEC filings. The companies do not undertake any obligation to
update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.




                                -2-

EX-99.2

                                                                 Exhibit 99.2


                                              CONTACT:  JIM KRATOCHVIL
                                              Executive Vice President,
                                              Chief Financial Officer,
                                              Treasurer & Secretary
                                              812/424-2904

        BERRY PLASTICS CORPORATION ANNOUNCES PROPOSED ADD-ON ISSUANCE
              OF ITS 10 3/4% SENIOR SUBORDINATED NOTES DUE 2012

FOR IMMEDIATE RELEASE:

EVANSVILLE, IN, October 23, 2003 - Berry Plastics Corporation, a Delaware
corporation, announced today that it intends to issue an additional amount of
its 10  3/4% Senior Subordinated Notes due 2012 resulting in gross proceeds of
up to $110 million in an add-on private placement offering.  Berry previously
issued $250,000,000 aggregate principal amount of the 10  3/4% Senior
Subordinated Notes due 2012.  The Company intends to use the net proceeds from
the offering, together with cash on hand, an equity contribution of
approximately $55 million to $65 million, including approximately $10 million
in rollover from Landis management, and borrowings of approximately $55 million
to $65 million under a proposed amendment to the Company's senior secured
credit facility, to finance the purchase price of the Company's previously
announced acquisition of Landis Plastics, Inc.

The notes will be offered in a private placement only to qualified
institutional buyers under Rule 144A of the Securities Act of 1933, as amended,
and to non-U.S. persons in reliance on Regulation S under the Securities Act.
The notes will not be registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration.

This press release shall not constitute an offer to sell or a solicitation of
an offer to buy such notes in any jurisdiction in which such offer or sale
would be unlawful and is issued pursuant to Rule 135c promulgated under the
Securities Act.

Berry Plastics Corporation is a leading manufacturer and marketer of injection-
molded and thermoformed plastic open-top containers, aerosol overcaps,
closures, drink cups, and housewares.  The company is headquartered in
Evansville, Indiana, and, together with its subsidiaries, has plants in
Henderson, Nevada; Iowa Falls, Iowa; Charlotte, North Carolina; Lawrence,
Kansas; Suffolk, Virginia; Monroeville, Ohio; Woodstock, Illinois; Streetsboro,
Ohio; Baltimore, Maryland; Norwich, England; Milan, Italy and a sales office in
Mexico City, Mexico.  Berry Plastics' principal owners include Goldman Sachs
Capital Partners, J. P. Morgan Partners, and members of Berry's management.


                                  -1-



Certain statements and information included in this release may constitute
"forward looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance, or achievements of Berry Plastics to be
materially different from any future results, performance, or achievements
expressed or implied in such forward-looking statements. Additional discussion
of factors that could cause actual results to differ materially from
management's projections, forecasts, estimates and expectations is contained
in the Company's SEC filings. The Company does not undertake any obligation
to update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events, or otherwise.

                                   #   #   #

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