CORRESP

BERRY PLASTICS CORPORATION

101 Oakley Street

Evansville IN 47710

                                                                                                                                             0;                                                January 20, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-7010

Attention:                      Dietrich King

RE:           Berry Plastics Corporation

Registration Statement on Form S-4

Filed December 23, 2009

File No. 33-163951

Dear Mr. King:

Berry Plastics Corporation (the “Company”) has filed the Registration Statement for the purpose of conducting an exchange offer (the “Exchange Offer”) to holders of First Priority Senior Secured Fixed Rate Notes due 2015 and Second Priority Senior Secured Fixed Rate Notes due 2014 (the “Initial Securities”) of the Company that were sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for a like principal amount of First and Second Priority Senior Secured Fixed Rate Notes that have been registered under the Securities Act (the “Exchange Securities”). The Company is registering the Exchange Offer in reliance on the position of the Staff enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).

This will confirm that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Securities and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities.  In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the Exchange Securities (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.  The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

In addition, the Company will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Initial Securities acquired for its own account as a result of market making activities or other trading activities, and who receives Exchange Securities in exchange for such Initial Securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities and (ii) include in the transmittal letter to be

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Securities and Exchange Commission

January 20, 2010

Page

executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

See Shearman & Sterling (July 2, 1993).

Sincerely,

/s/ Mark Miles                                                                

Mark Miles

Executive Vice President and Controller

Berry Plastics Corporation

cc:           Ira G. Boots, Chief Executive Officer

Jeff Thompson, General Counsel

Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz

CORRESP

BERRY PLASTICS CORPORATION

101 Oakley Street

Evansville IN 47710

                                                                                                                                             0;                     January 20, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-7010

Attention:                      Dietrich King

RE:           Berry Plastics Corporation

Registration Statement on Form S-4

Filed December 23, 2009

File No. 33-163951

Dear Mr. King:

Please find below the responses of Berry Plastics Corporation (“Berry Plastics”) to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission contained in your letter of January 13, 2010 regarding Berry Plastics’ Registration Statement on Form S-4 filed on December 23, 2009 (File No. 33-163951) (the “Registration Statement”). Each response below corresponds to the italicized comment that immediately precedes it, each of which has been reproduced from your letter in the order presented.

General

1. We note that you are registering the notes in reliance on our position in Exxon Capital Holdings Corp., SEC No Action Letter (April 13, 1989). See also Morgan Stanley & Co. Inc,. SEC No Action Letter( July 5, 1991) and Shearman & Sterling, SEC No Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

The requested letter has been provided supplementally.

2. We note that you intend to file counsel’s legality opinion by amendment. Please note that we may have comments on the opinion and will need adequate time to review it before we will entertain a request to accelerate the effectiveness of the registration statement.

The opinion has been provided.

*           *           *           *

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Securities and Exchange Commission

January 20, 2010

Page 2

Please contact me ((812) 306-2397) or Andrew J. Nussbaum ((212) 403-1269) of Wachtell, Lipton, Rosen & Katz, special counsel to the Company, if you have any questions or comments relating to the matters referenced above.  Thank you for your attention to this matter.

Sincerely,

/s/ Mark Miles                                                                

Mark Miles

Executive Vice President and Controller

Berry Plastics Corporation

cc:           Ira G. Boots, Chief Executive Officer

Jeff Thompson, General Counsel

Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz