EXHIBIT 10.20






Date of Issue:  March 12, 1997


                              Our  Irrevocable Standby Letter of Credit No.
                              930046
                              Date of Expiry:  August 1, 1998
                              Place of Expiry:  Dallas, Texas


Trustee:
State Street Bank & Trust
Company, as Trustee
2 International Place
Boston, Massachusetts 02110

Attention:  Manager, Corporate Trust Department

Ladies and Gentlemen:

     At  the  request and for the account  of  Berry  Iowa  Corporation,  a
Delaware corporation  (the "Company"), we (the "Bank") hereby issue in your
favor our Irrevocable Letter  of Credit No. 930046 in the maximum amount of
$6,025,810.00 (Six Million Twenty-Five  Thousand  Eight Hundred Ten Dollars
and No Cents), less, at any time, any amount of principal  then outstanding
under the Standby Credit Agreement dated as of March 1, 1997  (the "Standby
Credit  Agreement")  among  you,  Berry  Plastics  Corporation,  a Delaware
corporation  and  the Company's parent corporation, and the Bank (such  net
amount, the "Stated  Amount"), effective immediately and expiring at 5 P.M.
(Dallas, Texas time) on  August  1,  1998  (the "Stated Termination Date").
This Letter of Credit is issued to you as trustee (the "Trustee") under the
Loan  and  Trust  Agreement, dated as of August  30,  1988  (as  heretofore
amended, the "Trust  Agreement"),  among  the City of Iowa Falls, Iowa (the
Issuer),  the Company and you, pursuant to which  $5,400,000  in  aggregate
principal amount  of  the  Issuer's  Flexible  Mode  Industrial Development
Revenue Refunding Bonds (Berry Iowa Corporation Project)  Series  1988 (the
"Bonds")   are  outstanding.   This  Irrevocable  Letter  of  Credit  is  a
Substitute Letter  of  Credit  and a Letter of Credit as referred to in the
Trust Agreement and is for the benefit of the holders of the Bonds.

     This  Letter  of Credit may be  drawn  up  to  the  Stated  Amount  by
presentation to us of one or more of your sight drafts referring thereon to
the number of this Letter of Credit and accompanied by one of the following
certificates duly completed  by you and purportedly signed by you (any such
sight draft accompanied by any such certificate being a "Draft");
               (1) Annex A - Certificate  for  Regular  Drawing pursuant to
          Section  401(3)  (iii) or Section 505 of the Trust  Agreement  in
          connection with the  payment  of principal of and interest on the
          Bonds (excluding Borrower Bonds, as defined in the Standby Credit
          Agreement) as a result of either (x) a mandatory redemption under
          Section 401(c) (I) of the Trust  Agreement  or (y) an event other
          than a mandatory redemption under Section 401(c) (I) of the Trust
          Agreement where the aggregate unpaid principal of and interest on
          such Bonds have become due by acceleration or  call  for purchase
          or redemption pursuant to the terms of the Trust Agreement; and

               (2)  Annex  B  -  Certificate  for  Borrower Bond Redemption
          Drawing pursuant to Section 401(c) (ii) of the Trust Agreement in
          connection  with the payment of the amount  necessary  to  redeem
          Borrower Bonds (as defined in the Standby Credit Agreement) in an
          amount not exceeding  the lesser of (x) the Stated Amount and (y)
          the sum of (a) the principal  amount  of such Borrower Bonds plus
          (b) 282 days' interest thereon calculated  on  the  basis  of  an
          assumed rate of 15% per annum and actual days' elapsed divided by
          365.

     The  demand  for payment hereunder shall not exceed the Stated Amount.
The Stated Amount shall  be  automatically,  and  without any action on the
part of the Bank, reduced (a) by the amount of each  drawing  hereunder and
(b) by the amount of any payment of principal on the Bonds, plus  an amount
equal  to interest on such amount of principal paid for 282 days calculated
at the rate  of 15% per annum and on the basis of 365-day year upon receipt
of written notice  from  you in the form of ANNEX C attached to this Letter
of Credit.

     To the extent any amount drawn under this Letter of Credit pursuant to
Section 401(e) (iii) of the Trust Agreement remains in the separate account
established by the Trustee  in  accordance  with  the  terms  of  the Trust
Agreement  and  is  paid  to the Bank,the Bank shall issue a New Letter  of
Credit (as defined in the Trust Agreement) in a Stated Amount equal to such
remaining amount returned to the Bank.

     Each Draft presented under  this  Letter  of Credit shall be dated the
date of its presentation, and shall be drawn and  presented  to the Bank at
NationsBank   of  Texas,  N.A.,  901  Main  Street,  Dallas,  Texas  75202,
Attention:  Mona Davis (or at any other office that may be designated by us
in writing at least  three  Business  Days  prior  to  the  date on which a
drawing is made hereunder).  Each certificate may be presented  only  on  a
Banking  Day.   If  we  receive  any  of your Drafts at such office, all in
strict conformity with the terms and conditions  of  this Letter of Credit,
not later than 10:30 A.M. (Dallas, Texas time) on a Banking  Day  prior  to
the  termination  hereof,  we  will  honor the same no later than 2:00 P.M.
(Dallas,  Texas time) on the same day in  immediately  available  funds  in
accordance  with  your  payment  instructions.   If  we receive any of your
Drafts  at  such  office,  all  in  strict  conformity with the  terms  and
conditions of this Letter of Credit after 10:30 A.M.  (Dallas, Texas time,)
on a Banking Day prior to the termination hereof, we will honor the same in
immediately available funds no later than 2:00  P.M.   (Dallas, Texas time)
on  the  next  succeeding  Banking  Day  in  accordance  with your  payment
instructions.  The term Banking Day means any day of the year  other than a
Saturday,  Sunday,  legal  holiday or day on which banking institutions  in
Dallas, Texas; Hartford, Connecticut;  or  Boston, Massachusetts, or in the
city  in  which the principal corporate trust  office  of  the  Trustee  is
located, are authorized or required to close.

     The Drafts  you are required to submit to us may be submitted to us in
the form of a facsimile  copy  by  telecopier to the Bank, Attention:  Mona
Davis, telecopier no.: (214) 508-3928,  with prior telephone notice to such
office  at  telephone no.: (214) 508-3153 (or  at  such  other  office  and
telecopier and  telephone  numbers  as we may designate to you in writing).
By acceptance of this Letter of Credit,  you agree to send the same day the
originals of all telecopied Drafts to us,  prominently  marked  to indicate
that they are originals of telecopied Drafts, by overnight courier for next
day delivery to our designated address for presentation of Drafts.

     By  paying  you  an amount demanded in accordance with this Letter  of
Credit, we make no representation  as  to  the  correctness  of  the amount
demanded  or  your  calculations  and  representations  on the certificates
required of you by this Letter of Credit.

     This Letter of Credit shall automatically expire on  the  earliest  to
occur  of (i) the date on which the Stated Amount is permanently reduced to
zero, (ii)  the  date  of  issuance  and delivery of a Substitute Letter of
Credit (as defined in the Trust Agreement),  (iii)  the  date  on which the
Bank  shall  have  received written notice from you pursuant to the  second
sentence of the third  paragraph of Section 103 of the Trust Agreement that
all Bonds have been paid in full in accordance with the second paragraph of
said Section 103, or (iv)  5:00  p.m.  (Dallas,  Texas  time) on the Stated
Termination Date.

     This  Letter  of Credit sets forth in full our undertaking,  and  such
undertaking shall not in any way be modified, amended, amplified or limited
by reference to any  documents,  instrument or agreement referred to herein
(including,  without  limitation,the   Bonds,   the  Trust  Agreement,  the
Depositary Agreement or the Remarketing Agreement),  except only the Drafts
and Annexes referred to herein; and any such reference  shall not be deemed
to  incorporate herein by reference any document, instrument  or  agreement
except for such Drafts and Annexes.

     This  Letter of Credit is transferable any number of times in full but
not in part.  Transfer may be made to any entity whom you or any transferee
hereunder designated  as  a successor trustee under the Trust Agreement who
is acceptable to us, provided  that  our  acceptance of a successor trustee
shall  not  be  unreasonably withheld and provided  further  that  we  will
promptly advise you  of  our  acceptance  or  disapproval.  Transfer of the
available drawing under this Letter of Credit to  such  transferee shall be
effected by the presentation to us of this Letter of Credit  accompanied by
your instruction to transfer in the form of Annex D attached to this Letter
of Credit, and the payment of (x) $2,000.00 as a transfer fee  and  (y) the
Bank's costs and expenses incurred in connection with such transfer.   Upon
presentation  and  payment,  we  shall  forthwith effect a transfer of this
Letter of Credit to your designated transferee.

     This Letter of Credit shall be governed  by  the  laws of the State of
Maryland, including the Uniform Commercial Code as in effect  in  the State
of  Maryland, except that Articles 16 and 20(b) of the Uniform Customs  and
Practice  for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication  No.  500,  shall  govern  solely  with respect to the
presentation of Drafts by telecopy transmission.  Communications to us with
respect  to this Letter of Credit other than presentations  of  Drafts  and
certificates  hereunder shall be in writing and shall be addressed to us at
NationsBank of  Texas,  N.A.,  901  East  Main Street, Dallas, Texas 75202,
Attention:   Mona Davis, with a copy to NationsBank  Business  Credit,  100
South Charles  Street,  4th  Floor,  Baltimore,  Maryland 21201, Attention:
Vickie L. Tillman (or telecopied to (401) 576-2958), specifically referring
to the number of this Letter of Credit.  Communications to you with respect
to this Letter of Credit shall be in writing and shall  be addressed to you
at your address set forth above, specifically referring to  the  number  of
this Letter of Credit and the Bonds.

     This  Credit  is  subject  to  the  Uniform  Customs  and Practice for
Documentary  Credits  (1993  Revision), International Chamber of  Commerce,
Publication Number 500.


                                        NATIONSBANK, N.A.


                                          /S/ GINGER DOWNS
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							/S/  MIRELLA COLEMAN
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