EXHIBIT 31.2


I, James M. Kratochvil, certify that:

1.    I have reviewed this annual report on Form 10-K of  BPC Holding
Corporation and Berry Plastics Corporation;

2.    Based on my knowledge, this annual 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 annual
report;

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

4.    The registrants' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants 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 registrants, including their
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

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

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

5.    The registrants' other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrants' auditors and the audit committee of registrants' 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 registrants' 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 registrants' internal controls
over financial reporting.



Date: March 22, 2005                       /s/ James M. Kratochvil
                                           ---------------------------------
                                           James M. Kratochvil
                                           Executive Vice-President, Chief
                                           Financial Officer, Treasurer
                                           and Secretary