Exhibit 31

                                CERTIFICATION


      I, Patrick A. Custer, certify that:

      1.  I have reviewed this restatement of the Annual Report on Form
 10-K/A of VPGI Corp.;

      2.  Based on my knowledge, this report does not contain any untrue
 statement of a material fact or omit to state a material fact necessary to
 make the statements made, in light of the circumstances under which such
 statements were made, not misleading with respect to the period covered by
 this report;

      3.  Based on my knowledge, the financial statements, and other
 financial information included in this report, fairly present in all
 material respects the financial condition, results of operations and cash
 flows of the registrant as of, and for, the periods presented in this
 report;

      4.  I am responsible for establishing and maintaining disclosure
 controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
 15d-15(e) for the registrant and have:

           a)  designed such disclosure controls and procedures, or caused
      such disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, including its consolidated subsidiaries, is made known to
      us by others within those entities, particularly during the period in
      which this report is being prepared;

           b)  evaluated the effectiveness of the registrant's disclosure
      controls and procedures and presented in this report our conclusions
      about the effectiveness of the disclosure controls and procedures, as
      of the end of the period covered by this report based on such
      evaluation; and

           c)  disclosed in this report any change in the registrant's
      internal control over financial reporting that occurred during the
      registrant's most recent fiscal quarter (the registrant's fourth fiscal
      quarter in the case of an annual report) that has materially affected,
      or is reasonably likely to materially affect, the registrant's internal
      control over financial reporting; and

      5.  I have disclosed, based on my most recent evaluation of internal
 control over financial reporting, to the registrant's auditors and the audit
 committee of the registrant's board of directors (or persons performing the
 equivalent functions):

           a)  all significant deficiencies and material weaknesses in the
      design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the registrant's ability to
      record, process, summarize and report financial information; and

           b)  any fraud, whether or not material, that involves management
      or other employees who have a significant role in the registrant's
      internal control over financial reporting.

 October 13, 2004

                               /s/  PATRICK A. CUSTER
                                    -----------------
                                    Patrick A. Custer
                                    Chief Executive Officer
                                    and Principal Financial Officer