SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K

(Mark One)
[X]  Annual  report  pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the fiscal year ended DECEMBER 27, 1997
                                          or
[  ] Transition report  pursuant  to  Section  13  or  15(d)  of the Securities
       Exchange  Act of 1934 for the transition  period  from    to

                      Commission File Number 33-75706-01


                       BPC HOLDING CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                         35-1814673
   (State or other jurisdiction                             (IRS employer
 of incorporation or organization)                      identification number)


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

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

   Indicate  by check mark whether the registrant:  (1) has filed  all  reports
required to be  filed  by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such  reports),  and  (2)  has been subject to such filing
requirements for the past 90 days.  Yes [X]  No [  ]

   Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405  of  Regulation S-K is not contained herein, and will not be contained,  to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment to this Form 10-K:  Not applicable.

   There  is  no  public trading market for any class of voting  stock  of  BPC
Holding Corporation ("Holding"), however, Holding estimates the market value of
its voting stock that is held by non-affiliates to be $951,600.

   As of March 20,  1998,  the following shares of capital stock of BPC Holding
Corporation were outstanding:   91,000  shares  of Class A Voting Common Stock;
259,000 shares of Class A Nonvoting Common Stock;  145,001  shares  of  Class B
Voting  Common  Stock;  57,788  shares  of  Class B Nonvoting Common Stock; and
16,981 shares of Class C Nonvoting Common Stock.   As  of March 20, 1998, there
were  outstanding  100  shares of the Common Stock, $.01 par  value,  of  Berry
Plastics Corporation, 100  shares of the Common Stock, $.01 par value, of Berry
Iowa Corporation, and 100 shares  of the Common Stock, $.01 par value, of Berry
Tri-Plas Corporation.


                      DOCUMENTS INCORPORATED BY REFERENCE

                                         None


<PAGE>




                            BPC HOLDING CORPORATION
             FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 27, 1997

                               TABLE OF CONTENTS


                                                                          PAGE


                                    PART I


Item 1.     Business.....................................................    3
Item 2.     Properties...................................................   13
Item 3.     Legal Proceedings...........................................    13
Item 4.     Submission of Matters to a Vote of Security Holders.........    13



                                    PART II


Item 5.     Market for Registrant's  Common  Equity and Related 
                 Stockholder Matters....................................    14
Item 6.     Selected Financial Data.....................................    16
Item 7.     Management's Discussion and Analysis  of  Financial  Condition
                 and Results of Operations..............................    17
Item 7A.    Quantitative and Qualitative Disclosure About Market Risk...    21
Item 8.     Financial Statements and Supplementary Data.................    22
Item 9.     Changes  in  and Disagreements with Accountants on Accounting
                 and Financial Disclosure...............................    22



                                   PART III


Item 10.    Directors and Executive Officers of the Registrant..........    23
Item 11.    Executive Compensation......................................    26
Item 12.    Security  Ownership  of  Certain  Beneficial Owners and
                  Management............................................    30
Item 13.    Certain Relationships and Related Transactions..............    31



                                    PART IV


Item 14.    Exhibits, Financial Statement Schedules and Reports 
                  on Form 8-K...........................................    34







<PAGE>


                                    PART I

ITEM 1.  BUSINESS

GENERAL

  BPC  Holding  Corporation  ("Holding"),  is  the  parent  of  Berry  Plastics
Corporation   ("Berry"   or   the  "Company"),  which  is  a  leading  domestic
manufacturer and marketer of plastic  packaging  products  focused  on four key
markets:    aerosol   overcaps,  rigid  open-top  containers,  drink  cups  and
housewares.  The Company had net sales of $227.0 million in fiscal 1997, $151.1
million in fiscal 1996 and $140.7 million in fiscal 1995.  Within each of these
markets, the Company concentrates on manufacturing value-added products sold to
marketers of image-conscious  industrial and consumer products that utilize the
Company's  proprietary  molds,  superior   color   matching   capabilities  and
sophisticated multi-color printing capabilities.  The Company believes  that it
is the largest supplier of aerosol overcaps in the United States, with sales of
over  1.4 billion overcaps in 1997.  Berry also believes that it is the largest
domestic supplier of thinwall, child-resistant and pry-off open top containers.
Berry has  utilized  its national sales force and existing molding and printing
capacity at multiple-plant  locations  to  become a leader in the plastic drink
cup market, which includes the Company's 32  ounce  and 44 ounce DT cups, which
fit in standard vehicle cup holders.  The Company entered the housewares market
(which  includes  the  lawn  and  garden  market)  for semi-disposable  plastic
products,  sold primarily to national retail marketers,  as  a  result  of  the
acquisition  of PackerWare Corporation ("PackerWare") in January 1997.  For the
1997, 1996 and  1995 fiscal years, aerosol overcaps accounted for approximately
21%,  33% and 31%,  respectively,  of  total  net  sales;  open-top  containers
accounted for approximately 49%, 53% and 51%, respectively, of total net sales;
drink cups  accounted  for  approximately  17%,  9%  and 12%, respectively; and
housewares accounted for approximately 8% of total net sales for fiscal 1997.

  The Company supplies aerosol overcaps for a wide variety  of  commercial  and
consumer  products.  Similarly, the Company's containers are used for packaging
a broad spectrum  of  commercial  and consumer products.  The Company's plastic
drink cups are sold primarily to fast  food  restaurants,  convenience  stores,
stadiums,  table  top  restaurants  and  retail.   The  Company sells houseware
products, primarily seasonal, semi-disposable housewares  and  lawn  and garden
items,  to  major retail marketers as a result of its acquisition of PackerWare
in January 1997.  Berry's  customer  base  is comprised of over 4,000 customers
with operations in a widely diversified range  of  markets.   The Company's top
ten customers accounted for approximately 19% of the Company's  fiscal 1997 net
sales, and no customer accounted for more than 4% of net sales.

  The Company believes that it derives a strong competitive position  from  its
state-of-the-art  production capabilities, extensive array of proprietary molds
in a wide variety of  sizes  and  styles and dedication to service and quality.
In the aerosol overcap market, the  Company  distinguishes itself with superior
color matching capabilities, which is of extreme  importance  to  its  base  of
image-conscious consumer products customers, and proprietary packing equipment,
which  enables  the  Company to deliver a higher quality product while lowering
warehousing and shipping  costs. Likewise, in the container market, an in-house
graphic arts department and  sophisticated printing and decorating capabilities
permit  the Company to offer extensive  value-added  decorating  options.   The
Company's  drink  cup  product  line  is strengthened by both the larger market
share  and  diversification provided through  its  acquisition  of  PackerWare.
Berry entered the housewares business with its acquisition of PackerWare, which
has a reputation  for  outstanding  quality  and  service  among  major  retail
marketers  and  for  products  which  offer high value at a reasonable price to
consumers.   The  Company  is  also characterized  as  an  industry  innovator,
particularly  in  the  area  of decoration.   These  market-related  strengths,
combined with the Company's modern  proprietary  mold  technology,  high  speed
molding  capabilities  and  multiple-plant  locations,  all  contribute  to the
Company's strong market position.

  In  addition  to  these  marketing  and  manufacturing strengths, the Company
believes that its close working relationships  with  customers  are  crucial to
maintaining  market  positions and developing future growth opportunities.  The
Company employs a direct sales force which is focused on working with customers
and the Company's production and product design personnel to develop customized
packaging that enhances  customer  product differentiation and improves product
performance.  The Company works to develop innovative new products and identify
and pursue non-traditional markets that can use existing Company products.

HISTORY

  Imperial Plastics, the Company's predecessor,  was  established  in  1967  in
Evansville,  Indiana.  Berry Plastics, Inc. ("Old Berry") was formed in 1983 to
purchase substantially  all  of  the assets of Imperial Plastics.  In 1988, Old
Berry  acquired  Gilbert Plastics of  New  Brunswick,  New  Jersey,  a  leading
manufacturer of aerosol  overcaps, and subsequently relocated Gilbert Plastics'
production to Old Berry's  Evansville,  Indiana facility.  In 1990, the Company
and  Holding,  the  holder  of 100% of the outstanding  capital  stock  of  the
Company, were formed to purchase the assets of Old Berry.  The Company acquired
substantially all of the assets  (the  "Mammoth  Acquisition")  of  the Mammoth
Containers  division  of Genpak Corporation in February 1992, adding plants  in
Forest City, North Carolina  (which  was  subsequently sold by the Company) and
Iowa Falls, Iowa.

  In  March 1995, Berry Sterling Corporation,  a  Delaware  corporation  and  a
newly-formed   wholly-owned  subsidiary  of  the  Company  ("Berry  Sterling"),
acquired substantially  all  of  the  assets  of  Sterling  Products, Inc. (the
"Sterling Products Acquisition"), a producer of injection molded  plastic drink
cups and lids.  Management believes that the Sterling Products Acquisition gave
the  Company immediate penetration into a rapidly expanding plastic  drink  cup
market.

  In December  1995,  Berry  Tri-Plas Corporation (formerly Berry-CPI Corp.), a
Delaware corporation and wholly-owned  subsidiary  of  the Company ("Berry Tri-
Plas"),  acquired  substantially  all  of  the  assets of Tri-Plas,  Inc.  (the
"Tri-Plas  Acquisition"),  a manufacturer of injection  molded  containers  and
lids, and added manufacturing  plants  in  Charlotte,  North Carolina and York,
Pennsylvania.   Management  believes  that  the Tri-Plas Acquisition  gave  the
Company  an  immediate presence in the polypropylene  container  product  line,
which is mainly used for food and "hot fill" applications.

  In January 1996,  the  Company  acquired  the  assets relating to the plastic
drink  cup product line and decorating equipment of  Alpha  Products,  Inc.,  a
subsidiary   of   Aladdin  Industries,  Inc.   The  addition  of  these  assets
complimented the drink  cup  product  line  acquired  in  the Sterling Products
Acquisition.

  In  January  1997, the Company acquired PackerWare Corporation  of  Lawrence,
Kansas and certain assets of Container Industries, Inc. of Pacoima, California.
In May 1997, Berry Plastics Design Corporation ("Berry Design"), a newly-formed
wholly-owned subsidiary  of  the  Company,  acquired  substantially  all of the
assets  of  Virginia  Design  Packaging  Corp. of Suffolk, Virginia.  In August
1997, the Company acquired Venture Packaging,  Inc.  of Monroeville, Ohio.  See
"The  PackerWare  Acquisition",  "The Container Industries  Acquisition",  "The
Virginia Design Acquisition" and "The Venture Packaging Acquisition" below.

THE 1996 TRANSACTION

  On June 18, 1996, Holding consummated  the  transaction  described below (the
"1996 Transaction").  BPC Mergerco, Inc. ("Mergerco") was organized by Atlantic
Equity Partners International II, L.P. ("International"), Chase Venture Capital
Associates, L.P. ("CVCA") and certain other institutional investors  to  effect
the  acquisition  of  a  majority  of the outstanding capital stock of Holding.
Pursuant to the terms of a Stock Purchase  and Recapitalization Agreement dated
as  of June 12, 1996, each of International,  CVCA  and  certain  other  equity
investors  (collectively,  the "Common Stock Purchasers") subscribed for shares
of common stock of Mergerco.  In addition, pursuant to the terms of a Preferred
Stock and Warrant Purchase Agreement  dated  as  of  June 12, 1996, CVCA and an
additional institutional investor (the "Preferred Stock  Purchasers") purchased
shares of preferred stock of Mergerco (the "Preferred Stock") and warrants (the
"1996  Warrants")  to purchase shares of common stock of Mergerco.  Immediately
after the purchase of  the  common  stock,  the  preferred  stock  and the 1996
Warrants  of  Mergerco,  Mergerco  merged (the "Merger") with and into Holding,
with Holding being the surviving corporation.   Upon  the  consummation  of the
Merger,  each  share  of  Class  A Common Stock, $.00005 par value, and Class B
Common Stock, $.00005 par value, of Holding and certain privately-held warrants
exercisable for such Class A and Class  B  Common Stock were converted into the
right to receive cash equal to the purchase  price  per  share  for  the common
stock into which such warrants were exercisable less the amount of the  nominal
exercise  price  therefor, and all other classes of common stock of Holding,  a
majority of which  was  held  by  certain members of management, were converted
into shares of common stock of the  surviving  corporation.   In addition, upon
the  consummation  of  the  Merger,  the  holders  of  the warrants (the  "1994
Warrants") to purchase capital stock of Holding that were  issued in connection
with  the  offering in April 1994 by Berry of $100 million aggregate  principal
amount of 12.25% Senior Subordinated Notes due 2004 (the "1994 Notes," and such
transaction  being  the  "1994  Transaction"),  became entitled to receive cash
equal  to the purchase price per share for the common  stock  into  which  such
warrants were exercisable less the amount of the exercise price therefor.

  The aggregate  consideration  paid  to the sellers of the equity interests in
Holding, including the holders of the 1994  Warrants,  was approximately $119.6
million  in  cash.   In  order to finance the 1996 Transaction,  including  the
payment of related fees and expenses:  (i) Holding issued 12.50% Senior Secured
Notes due 2006 (with such  Notes being exchanged in October 1996 for the 12.50%
Series B Senior Secured Notes  due  2006 (the "1996 Notes") for net proceeds of
approximately $100.2 million (or $64.6  million  after  deducting the amount of
such net proceeds used to purchase marketable securities  available for payment
of interest on the 1996 Notes); (ii) the Common Stock Purchasers, the Preferred
Stock  Purchasers  and certain members of management made equity  and  rollover
investments in the aggregate  amount  of  $70.0  million (which amount included
rollover  investments  of  approximately $7.1 million  by  certain  members  of
management and $3.0 million  by  an  existing  institutional  shareholder); and
(iii) Holding received an aggregate of approximately $0.9 million in connection
with the exercise of certain management stock options to purchase  common stock
of Holding.

  In  connection with the 1996 Transaction, International, CVCA, certain  other
institutional  investors  and  certain  members  of  management  entered into a
Stockholders  Agreement  pursuant  to  which certain stockholders, among  other
things, (i) were granted certain registration  rights  and  (ii)  under certain
circumstances,  have  the  right  to  force  a  sale  of Holding.  See "Certain
Relationships and Related Transactions - Stockholders Agreements."

THE CONTAINER INDUSTRIES ACQUISITION

  On  January  17,  1997,  the  Company  acquired certain assets  of  Container
Industries,  Inc.  ("Container  Industries")   of   Pacoima,   California  (the
"Container Industries Acquisition") .  Container Industries, a manufacturer and
marketer  of  injection  molded industrial and pry-off containers for  building
products  and  other  industrial   markets,   had  fiscal  1996  net  sales  of
approximately  $4  million.   Berry  did  not acquire  Container  Industries'
manufacturing  facility  located  in  Pacoima;  therefore,   Berry  transferred
production  to the Company's Henderson, Nevada plant. Management  believes  the
acquisition of  Container Industries has provided additional market presence on
the west coast, primarily in the pry-off container product line.

THE PACKERWARE ACQUISITION

  On January 21,  1997,  the Company acquired PackerWare, a Kansas corporation,
for aggregate consideration  of  approximately  $28.1  million  (including  the
payment  of  outstanding  debt  of PackerWare) by way of a merger of PackerWare
with  and into a newly-formed, wholly-owned  subsidiary  of  the  Company  (the
"PackerWare  Acquisition").  PackerWare, a manufacturer and marketer of plastic
containers, drink  cups,  housewares,  and lawn and garden products, had fiscal
1996 net sales of approximately $43 million.

  Management believes that the PackerWare Acquisition significantly diversified
and expanded the Company's position in the drink cup business and has given the
Company  immediate  penetration  into  the  housewares   market.   PackerWare's
reputation  among  its  major customers for outstanding quality and service  is
consistent with the customer-oriented  goals  of Berry.  PackerWare's houseware
product line is primarily in the seasonal semi-disposable  plastic  segment  of
the market, with some sales being in the complimentary lawn and garden segment.
Customers  for  this  product  line  are  primarily large retail marketers with
national  chains.   The acquisition also provided  the  Company  with  a  plant
located in Lawrence,  Kansas,  that is well-situated to service its markets. In
addition, the PackerWare Acquisition  provided  additional product line breadth
and market presence to Berry's existing open-top container product line.

THE VIRGINIA DESIGN ACQUISITION

  On May 13, 1997, Berry Plastics Design Corporation,  a  newly-formed  wholly-
owned  subsidiary  of  the  Company,  acquired  substantially all the assets of
Virginia  Design  Packaging  Corp.  of Suffolk, Virginia  ("Virginia  Design").
Virginia  Design, a manufacturer and marketer  of  injection-molded  containers
used primarily  for  food packaging, had fiscal 1996 net sales of approximately
$15 million.  Management  believes  that  the acquisition of these assets has
enhanced the Company's position in the food packaging and food service markets.

THE VENTURE PACKAGING ACQUISITION

  On  August  29,  1997,  the  Company  acquired  Venture  Packaging,  Inc.  of
Monroeville,  Ohio  ("Venture  Packaging"),  for  aggregate   consideration  of
approximately $43.7 million which included cash, the payment or  assumption  of
indebtedness,  and  $5.0  million of preferred stock of Holding and warrants to
purchase  stock  of  Holding (the  "Venture  Packaging  Acquisition").  Venture
Packaging, a manufacturer  and  marketer of injection-molded containers used in
the  food, dairy and various other  markets,  had  fiscal  1996  net  sales  of
approximately $42 million.

  Management believes that the Venture Packaging Acquisition will strategically
assist  in  marketing  the  vast  product line of open-top containers and lids.
Venture Packaging is a leading supplier  to  the  food  service  industry.  The
Monroeville, Ohio facility is ideally located to service the large northeastern
U.S.  market, and Venture Packaging has an excellent reputation for outstanding
service.   Management  believes  that  their  loyal  customers will enhance the
container division's market position.

  As a result of the acquisition, the Company also acquired the Anderson, South
Carolina operations of Venture Packaging.  The Company  has been in the process
of phasing down the operations of this facility and anticipates  completion  of
this  process  by  the  end of 1998.  The Company does not anticipate that this
phase down will have a material  effect  on  the  financial  operations  of the
Company.   The  majority  of this business is being relocated to the Charlotte,
North Carolina facility.  Also,  management  anticipates  that  the Evansville,
Indiana and Monroeville, Ohio facilities will likely receive a portion  of this
business.

THE CREDIT FACILITY

  In  August  1997,  the Company entered into an Amended and Restated Financing
and Security Agreement  (the  "Credit  Agreement")  with NationsBank, N.A. (the
"Agent") for a senior secured line of credit in an aggregate  principal  amount
of  approximately  $127.2  million  (the  "Credit Facility").  The indebtedness
under  the  Credit  Facility  is  guaranteed  by   Holding  and  the  Company's
subsidiaries.  The Credit Facility amended and restated the facility previously
provided by the Agent and certain other lenders.

  COMMITMENT.  The Credit Facility provides the Company  with  a  $50.0 million
revolving   line   of  credit  (including  a  $5.0  million  letter  of  credit
subfacility), subject  to  a  borrowing  base  formula discussed below, a $28.3
million "A" term loan facility, a $30.0 million  "B"  term loan facility and an
$18.9 million standby letter of credit facility to support  the  Company's  and
its  subsidiaries'  obligations  under  certain  industrial  revenue bonds (the
"Standby L/C Facility").

  MATURITY.  The Credit Facility matures on January 21, 2002, unless previously
terminated either (i) voluntarily by the Company or (ii) by the lenders upon an
Event  of  Default (as defined in the Credit Agreement).  The loans  under  the
term  loan  facility   are   subject  to  scheduled  repayments  and  mandatory
prepayments upon the occurrence of certain events including the sale of certain
assets and the issuance of equity securities.

  BORROWING BASE.  The total amount  of  revolving  loans  and stated amount of
letters  of  credit  (other than under the Standby L/C Facility)  that  may  be
outstanding under the Credit Facility is limited to not more than the lesser of
(i) $50 million and (ii)  the  sum  of  (A)  up  to  85%  of  eligible accounts
receivable of the Company and its subsidiaries and (B) the lesser  of (x) up to
65% of the amounts of inventory of the Company and its subsidiaries and (y) $25
million, subject, in each case, to certain reserves and limitations  set  forth
in the Credit Agreement.

  INTEREST  AND  FEES.   The  lenders  under  the  Credit Facility will be paid
commitment fees at a rate of 0.30% per annum on unused  commitments  and letter
of  credit  fees  equal  to  2.00%  per  annum  on the aggregate face amount of
outstanding letters of credit (including under the  Standby L/C Facility).  The
Company  is also obligated to pay a fee, quarterly in  arrears,  equal  to  the
product of  the  average  outstanding  balance of the "B" term loans and .375%;
such fee may be reduced based upon the satisfaction  of  a financial ratio.  In
addition, the Agent and the lenders will receive such other  fees  as have been
separately  agreed  upon.   Borrowings  under  the  Credit  Facility  will bear
interest at a rate per annum equal to, at the option of the Company, either (i)
the Base Rate (which is defined as the higher of the Agent's prime rate and the
Federal  Funds Rate plus 0.5%) plus .50% or (ii) the LIBOR Rate (as defined  in
the Credit  Agreement)  plus  2%.   Interest and fees are subject to reductions
based upon the satisfaction of certain financial ratios.

  SECURITY.  The obligations of the Company  and  the  subsidiaries  under  the
Credit  Facility and the guarantees thereof are secured primarily by all of the
assets of such persons.

  RESTRICTIVE  AND  FINANCIAL  COVENANTS.  The Credit Agreement contains, among
other  things,  covenants restricting  the  ability  of  the  Company  and  its
subsidiaries  to dispose  of  assets  or  merge,  incur  debt,  pay  dividends,
repurchase or redeem capital stock and indebtedness, create liens, make capital
expenditures, make certain investments or acquisitions, enter into transactions
with affiliates  and  otherwise  restricting  corporate  activities,  including
requiring the Company and its subsidiaries to satisfy certain financial ratios.

AEROSOL OVERCAP MARKET

  The  Company  believes  it  is  the  leader  in  the  U.S. market for aerosol
overcaps.   Approximately  one-third  of  this  market  consists   of  national
marketers  who  produce  overcaps  in-house  for  their  own needs.  Management
believes  that  a  portion  of  these  in-house  producers  will  increase  the
outsourcing  of  their  production  to high technology, low cost manufacturers,
such as the Company, as a means of reducing  manufacturing  assets and focusing
on their core marketing objectives.

  The Company's aerosol overcaps are used in a wide variety of  end-use markets
including spray paints, household and personal care products, insecticides  and
a  myriad  of  other commercial and consumer products.  Most U.S. manufacturers
and contract fillers  of aerosol products are customers of the Company for some
portion of their needs.  In  fiscal  1997, no single overcap customer accounted
for more than 3% of the Company's total net sales.

  Management believes that, over the years,  the  Company has developed several
significant  competitive  advantages,  including a reputation  for  outstanding
quality, short lead-time requirements, long-standing  relationships  with major
customers,  the  ability to accurately reproduce over 3,500 colors, proprietary
packing technology that minimizes freight cost and warehouse space, high-speed,
low-cost  molding and  decorating  capability  and  a  broad  product  line  of
proprietary  molds.   The  Company  continues  to  develop  new products in the
overcap market, including the "spray-thru" line of aerosol overcaps.

  The  Company's  major competitor in this product line is Knight  Engineering.
In  addition,  a number  of  companies,  including  several  of  the  Company's
customers (e.g.,  S.C.  Johnson,  Cheseborough-Ponds  and  Reckitt  &  Colman),
currently produce aerosol overcaps for their own use.





<PAGE>




CONTAINER MARKET

  The  Company  classifies  its containers into six product lines:  "thinwall,"
"child-resistant,"  "pry-off,"   "dairy,"   "polypropylene"  and  "industrial."
Management believes that the Company is the leading  U.S.  manufacturer  in the
thinwall,  child-resistant  and  pry-off  product  lines.  Management considers
industrial containers to be a commodity market, characterized by little product
differentiation and an absence of higher margin niches.   The  following  table
describes each of the Company's six product lines.

<TABLE>
<CAPTION>
     PRODUCT LINE                  DESCRIPTION                      SIZES                  MAJOR END MARKETS
<S>                     <C>                               <C>                      <C>
Thinwall                Thinwalled, multi-purpose         6 oz. to 2 gallons       Food, promotional products, toys
                        containers with or without                                 and a wide variety of other uses
                        handles and lids
Child-resistant         Containers that meet Consumer     2 lb. to 2 gallons       Pool and other chemicals
                        Product Safety Commission
                        standards for child safety
Pry-off                 Containers having a tight lid-fit 4 oz. to 2 gallons       Building products, adhesives,
                        and requiring an opening device                            other industrial uses
Dairy                   Thinwall containers in            6 oz. to 5 lbs., Multi-  Cultured dairy products including
                        traditional dairy market sizes    pack                     yogurt, cottage cheese, sour
                        and styles                                                 cream and dips
Polypropylene           Usually clear containers in       6 oz. to 5 lbs.          Food, deli, sauces, salads
                        round, oblong or rectangular
                        shapes
Industrial              Thick-walled, larger pails        2.5 to 5 gallons         Building products, chemicals,
                        designed to accommodate heavy                              paints, other industrial uses
                        loads
</TABLE>


  The largest end-uses for the Company's containers are food products, building
products,  chemicals  and  dairy  products.  The Company has a diverse customer
base for its container lines, and no  single  container customer exceeded 3% of
the Company's total net sales in fiscal 1997.

  Management believes that no other container manufacturer  in the U.S. has the
breadth  of  product  line  offered  by  the Company.  The Company's  container
capacities range from 4 ounces to 5 gallons  and  are offered in various styles
with  accompanying  lids,  bails  and  handles, as well  as  a  wide  array  of
decorating options.  In addition to a complete  product  line,  the Company has
sophisticated  printing capabilities, an in-house graphic arts department,  low
cost manufacturing capability with nine plants strategically located throughout
the United States  and  a  dedication  to  high  quality  products and customer
service.  Product engineers, located in most of the Company's  facilities, work
with customers to design and commercialize new containers.

  The Company seeks to develop niche container products and new applications by
taking advantage of the Company's state-of-the-art decorating and  graphic arts
capabilities  and  dedication to service and quality. Management believes  that
these capabilities have  given  the Company a significant competitive advantage
in certain high-margin niche container  applications  for specialized products.
Examples include popcorn containers for new movie promotions  and  professional
and  college  sporting  and entertainment events, where the ability to  produce
sophisticated and colorful  graphics  is  crucial to the product's success.  In
order to identify new applications for existing  products,  the  Company relies
extensively  on  its  national  sales  force.   Once  these  opportunities  are
identified, the Company's sales force interfaces with product  design engineers
to  meet  customers'  needs.   Finally,  the  quality  and performance  of  the
Company's dairy product line have enabled the Company to  establish a solid and
growing reputation in this market.

  In  non-industrial  containers,  the Company's strongest competitors  include
Airlite,  Sweetheart,  Landis, Cardinal  and  Polytainers.   The  Company  also
produces commodity industrial  pails  for  a market which is dominated by large
volume competitors such as Letica, Plastican,  NAMPAC  and  Ropak.  The Company
does  not  participate heavily in this market due to generally  lower  margins.
The Company  intends  to  selectively  participate  in the industrial container
market  when  higher  margin opportunities, equipment utilization  or  customer
requirements make participation an attractive option.

DRINK CUP MARKET

  The Company believes  that  it is a leading provider of plastic drink cups in
the U.S.  As beverage producers,  convenience  stores and fast food restaurants
increase their marketing efforts for larger sized  drinks, the Company believes
that the plastic drink cup market will expand because of plastic's desirability
over paper for larger drink cups.  Injection-molded  plastic cups range in size
from 12 to 64 ounces, and often come with lids.  Primary  markets are fast food
restaurants,  convenience stores, stadiums, table top restaurants  and  retail.
Virtually all cups  are  decorated,  often  as  promotional items, and Berry is
known in the industry for innovative, state-of-the-art graphics capability.

  Berry historically supplies a full line of traditional  straight-sided and DT
style  drink  cups  from  12  to  64  ounces with disposable and reusable  lids
primarily to fast food and convenience  store  chains.  With the acquisition of
PackerWare,  the  Company  expanded its presence while  diversifying  into  the
stadium and table top restaurant  markets.   The  64  ounce cup, which has been
highly  successful  with  convenience stores, is one of the  Company's  fastest
growing  drink cups.  In addition  to  a  full  product  line,  Berry  has  the
advantage  of  being  the only supplier that can provide sophisticated printing
and/or labeling capacity on a nation-wide basis; in 1997, five different plants
molded and decorated drink cups.  Major drink cup competitors include Packaging
Resources Incorporated, Pescor Plastics and WNA (formerly Cups Illustrated).

CUSTOM MOLDED PRODUCTS MARKET

  The Company also produces  custom molded products by utilizing molds provided
by its customers.  Typically,  the  low  cost  of  entry  in  the custom molded
products market creates a commodity-like marketplace.  However, the Company has
focused its custom molding efforts on those customers that are cognizant of the
Company's mold and product design expertise, superior color matching  abilities
and  sophisticated  multi-color  printing  capabilities.   The  majority of the
Company's custom business in 1997 required specialized equipment and expertise,
supporting   the   Company's   desire   to  pursue  higher  volume-added  niche
opportunities in every market in which it participates.

HOUSEWARES MARKET

  The Company entered the housewares market  as  a  result  of  the  PackerWare
Acquisition  in January 1997.  The housewares market is a multi-billion  dollar
market.  The Company's participation is limited to seasonal (spring and summer)
semi-disposable  plastic housewares and plastic lawn and garden products, which
consists primarily  of  outdoor  flower pots.  Berry sells virtually all of its
products  in this market through major  national  markets  and  national  chain
stores.

  PackerWare's historical position with this market was to provide a high value
to consumers at a relatively modest price, consistent with the key price points
of the retail  marketers.   Berry  believes  outstanding  service  and  fashion
capabilities further enhance its position in this market.

MARKETING AND SALES

  The  Company  reaches  its large and diversified base of over 4,000 customers
primarily through its direct  field sales force which has been expanded from 14
sales representatives in fiscal  1990  to  45  at the end of fiscal 1997. These
field sales representatives are focused on individual  product  lines,  but are
encouraged  to  sell  all  Company products to serve the needs of the Company's
customers.  The Company believes  that  a  direct  field sales force is able to
better  focus  on  target  markets  and customers, with the  added  benefit  of
permitting the Company to control pricing  decisions  centrally.   The  Company
also  utilizes  the  services  of  manufacturing representatives to augment its
direct sales force.

  The Company believes that it has a  reputation  for  a high level of customer
satisfaction.  Highly skilled customer service representatives  are  located in
each of the Company's facilities to support the national field sales force.  In
addition, telemarketing representatives, marketing managers and sales/marketing
executives   oversee  the  marketing  and  sales  efforts.   Manufacturing  and
engineering personnel  work  closely  with  field  sales  personnel  to satisfy
customers'  needs  through the production of high quality, value-added products
and on-time deliveries.

  Additional marketing  and  sales techniques include a Graphic Arts department
with computer-assisted graphic  design  capabilities and in-house production of
photopolymer printing plates.  Berry also  has a centralized Color Matching and
Materials Blending department that utilizes a computerized spectrophotometer to
insure that colors match those requested by customers.

MANUFACTURING

  GENERAL

  The Company manufactures its products using  the  plastic  injection  molding
process.   The process begins when plastic resin, in the form of small pellets,
is fed into  an  injection molding machine.  The injection molding machine then
melts the plastic  resin and injects it into a multi-cavity steel mold, forcing
the plastic resin to  take  the final shape of the product.  At the end of each
molding cycle (generally five  to  25  seconds),  the plastic parts are ejected
from the mold into automated handling systems from  which  they  are  packed in
corrugated  containers  for further processing or shipment. After molding,  the
product  may  be  either  decorated  (printing,  silk-screening,  labeling)  or
assembled (e.g., bail handles fitted to containers).  The Company believes that
its molding and decorating capabilities are among the best in the industry.

  Each of the Company's plants  is  managed  by  a  local  plant manager and is
treated as a profit center.  The Company's overall manufacturing  philosophy is
to  be  a  low-cost  producer  by  using  high  speed  molding machines, modern
multi-cavity  hot  runner,  cold runner and insulated runner  molds,  extensive
material  handling  automation  and  sophisticated  printing  technology.   The
Company utilizes state-of-the-art  robotic packaging processes for large volume
products, which enables the Company to deliver a higher quality product (due to
reduced breakage) while lowering warehousing  and  shipping  costs (due to more
efficient   use  of  space).   Each  plant  has  complete  tooling  maintenance
capability to  support  molding  and  decorating  operations.   The Company has
historically  made,  and  intends  to  continue  to  make,  significant capital
investments in plant and equipment because of the Company's objectives to grow,
to  improve  productivity,  to maintain competitive advantages,  and  meet  the
asset-intensive nature of the injection molding business.

  The Company operates 175 molding  machines  ranging from 150 to 825 ton clamp
capacity.  The Company's largest overcap machines  are  capable of producing 10
thousand to 15 thousand aerosol overcaps per hour.  Due to  the wide variety of
container  and  drink cup styles and sizes produced by the Company,  production
rates vary significantly.  The Company owns over 750 active molds.

  PRODUCT DEVELOPMENT

  The Company utilizes  full-time  product  engineers who use three-dimensional
computer-aided-design (CAD) technology to design  and  modify  new products and
prepare mold drawings.  Engineers use an in-house model shop, which  includes a
thermoforming machine, to produce prototypes and sample parts.  The Company can
simulate  the molding environment by running unit-cavity prototype molds  in  a
small injection  molding  machine  dedicated to research and development of new
products.  Production molds are then  designed and outsourced for production by
various companies in the United States  and  Canada  with  whom the Company has
extensive  experience  and established relationships.  The Company's  engineers
oversee the mold-building process from start to finish.

  QUALITY ASSURANCE

  Each  plant  extensively  utilizes  Total  Quality  Management  philosophies,
including the use  of  statistical process control and extensive involvement of
employees to increase productivity.   This teamwork approach to problem-solving
increases employee participation and provides necessary training at all levels.
The Evansville, Henderson and Iowa Falls  plants  were  approved  for  ISO 9000
certification  in 1994, 1995 and 1996, respectively, which certifies compliance
by  a  company with  a  set  of  shipping,  trading  and  technology  standards
promulgated  by the International Standardization Organization.  The Company is
actively pursuing  ISO  certification  in  all  of  the  remaining  facilities.
Extensive testing of parts for size, color, strength and material quality using
statistical  process  control (SPC) techniques and sophisticated technology  is
also an ongoing part of the Company's traditional quality assurance activities.

  SYSTEMS

  Berry utilizes a fully  integrated  computer  software  system  at its plants
capable  of  producing complete financial and operational reports by  plant  as
well  as by product  line.   This  accounting  and  control  system  is  easily
expandable  to  add  new  features  and/or  locations as the Company grows.  In
addition,  the Company has in place a sophisticated  quality  assurance  system
based on ISO  9000  certification,  a bar code based material management system
and an integrated manufacturing system.

SOURCES AND AVAILABILITY OF RAW MATERIALS

  The most important raw material purchased  by  the  Company is plastic resin.
The  Company  purchased  approximately  $68  million of resin  in  fiscal  1997
(excluding  specialty  resins),  of  which 74% was  high  density  polyethylene
("HDPE"),  11%  linear low density polyethylene  and  15%  polypropylene.   The
Company's purchasing  strategy  is  to  deal with only high quality, dependable
suppliers, such as Dow, Union Carbide, Chevron, and Phillips.

  The Company does not anticipate having  any  material  difficulties obtaining
raw  materials in the foreseeable future.  All resin suppliers  commit  to  the
Company  to  provide  uninterrupted  supply  at  competitive prices. Management
believes that the Company has maintained outstanding  relationships  with these
key  suppliers  over the past several years and expects that such relationships
will continue into the foreseeable future.

EMPLOYEES

  As of December  31,  1997, the Company had approximately 2,100 employees.  No
employees of the Company  are  covered by collective bargaining agreements.  On
February 5, 1998, the employees  in  Monroeville,  Ohio  voted to decertify the
union in the facility.  This facility was acquired as a result  of  the Venture
Packaging  acquisition  and  was  the  Company's  only  plant with a collective
bargaining agreement during 1997.

PATENTS AND TRADEMARKS

  The Company has numerous patents and trademarks with respect to its products.
None of the patents or trademarks are considered by management  to  be material
to the business of the Company.  See "Legal Proceedings" below.

ENVIRONMENTAL MATTERS AND GOVERNMENT REGULATION

  The  past  and  present  operations  of  the Company and the past and present
ownership  and  operations  of real property by  the  Company  are  subject  to
extensive  and  changing  Federal,  state  and  local  environmental  laws  and
regulations pertaining to the  discharge of materials into the environment, the
handling and disposition of wastes  or  otherwise relating to the protection of
the environment.  The Company believes that  it  is  in  substantial compliance
with  applicable  environmental  laws  and regulations.  However,  the  Company
cannot  predict  with  any certainty that it  will  not  in  the  future  incur
liability  under  environmental   statutes  and  regulations  with  respect  to
contamination of sites formerly or  currently  owned or operated by the Company
(including contamination caused by prior owners  and  operators  of such sites)
and the off-site disposal of hazardous substances.

  The  Food and Drug Administration (the "FDA") regulates the material  content
of direct-contact  food  containers  and  packages,  including certain thinwall
containers manufactured by the Company.  The Company uses  approved  resins and
pigments  in  its  direct  contact food products and believes it is in material
compliance with all such applicable FDA regulations.

  The plastics industry in general,  and  the  Company  in particular, also are
subject to existing and potential Federal, state, local and foreign legislation
designed to reduce solid wastes by requiring, among other  things,  plastics to
be  degradable  in  landfills,  minimum  levels  of  recycled  content, various
recycling  requirements,  disposal  fees  and  limits  on  the  use  of plastic
products.   In  addition,  various  consumer  and  special interest groups have
lobbied from time to time for the implementation of  these  and  other  similar
measures.   The  principal  resin  used  in  the  Company's  products, HDPE, is
recyclable,  and,  accordingly,  the  Company  believes  that  the  legislation
promulgated  to  date  and  such  initiatives  to  date have not had a material
adverse effect on the Company.  There can be no assurance  that any such future
legislative  or  regulatory  efforts  or future initiatives would  not  have  a
material adverse effect on the Company.   On  January  1,  1995, legislation in
Oregon, California and Wisconsin went into effect requiring  products  packaged
in  rigid  plastic  containers  to  comply with standards intended to encourage
recycling and increased use of recycled  materials.   Although  the regulations
vary  by  state, the principal requirement is the use of post consumer  regrind
("PCR") as  an  ingredient in containers sold for non-food uses.  Additionally,
Oregon and California  allow  lightweighting  of the container or concentrating
the  product  sold  in  the container as options for  compliance.   Oregon  and
California provide for an  exemption  from  all  such  regulations if statewide
recycling  reaches  or  exceeds 25% of rigid plastic containers.  In  September
1996, California passed a  new  bill  permanently  exempting food and cosmetics
containers from the requirement to use recycled plastics  to  comply  with  the
earlier  recycling  law.   However,  non-food  containers are still required to
comply.

In December 1996, the Department of Environmental Quality estimated that Oregon
had  met  its  recycling  goal  of  25%  for 1997 (based  on  1996  data),  and
accordingly, is in compliance for the 1997  calendar  year. However, in January
1998, California finally approved a 23.2% recycling rate  for  the state during
1996,  and since this falls below the required 25% rate for exemption  of  non-
food containers,  the  state  can now go ahead and begin enforcing its recycled
content mandate on any non-food plastic containers from 8 oz. to 5 gallons. The
Company,  in order to facilitate  individual  customer  compliance  with  these
regulations,  is  providing customers the option of purchasing containers which
contain PCR or using containers with reduced weight.

ITEM 2.  PROPERTIES

  The following table sets forth the Company's principal facilities:
<TABLE>
<CAPTION>
    LOCATION               ACRES        SQUARE FOOTAGE                    USE
<S>                       <C>            <C>                   <C>
Evansville, IN              12.4          397,000              Headquarters and manufacturing
Henderson, NV               12.0          168,000              Manufacturing
Iowa Falls, IA              14.0          101,000              Manufacturing
Charlotte, NC               32.0           48,000              Manufacturing
Lawrence, KS                19.3          423,000              Manufacturing
York, PA                    10.0           40,000              Manufacturing
Suffolk, VA                 14.0          102,000              Manufacturing
Monroeville, OH             19.0          112,000              Manufacturing
Anderson, SC                37.0          169,000              Manufacturing
</TABLE>

  The Company believes  that its property and equipment are well-maintained, in
good operating condition and adequate for its present needs.

ITEM 3.  LEGAL PROCEEDINGS

  The Company is party to  various  legal  proceedings involving routine claims
which  are  incidental  to  its  business. Although  the  Company's  legal  and
financial liability with respect to  such  proceedings cannot be estimated with
certainty,  the  Company  believes that any ultimate  liability  would  not  be
material to its financial condition.

  The Company and/or Berry  Sterling are currently litigating two lawsuits that
involve United States Patent  No.  Des.  362,368 (the "'368 Patent").  The '368
Patent  claims  an ornamental design for a cup  that  fits  an  automobile  cup
holder.  On September  21,  1995,  Berry  Sterling  filed suit in United States
District  Court, Eastern District of Virginia, against  Pescor  Plastics,  Inc.
("Pescor Plastics") for infringement of the '368 Patent.  Pescor Plastics filed
counterclaims    seeking    a    declaratory   judgment   of   invalidity   and
non-infringement, and damages under  the  Lanham  Act.   On  December 28, 1995,
Berry Sterling filed suit against Packaging Resources Incorporated  ("Packaging
Resources") in United States District Court, Southern District of New York, for
infringement  of  the  '368 Patent. Packaging Resources has filed counterclaims
against  Berry  Sterling  alleging   violation  of  the  Lanham  Act,  tortious
interference with Packaging Resources' prospective business advantage, consumer
fraud and requesting a declaratory judgment  that its "Drive-N-Go" cup does not
infringe the '368 Patent.  On February 25, 1998, after trial, a jury rendered a
verdict in Berry Sterling's action against Pescor Plastics.  The jury found the
`368 Patent to be invalid on the grounds of functionality  and  obviousness and
awarded Pescor $150,000 on its counterclaim.  The jury also found  that  Pescor
willfully infringed the `368 Patent and awarded Berry Sterling damages of  $1.2
million, but this award was not included in the judgment because of the finding
of  the  invalidity  of  the Patent.  On March 11, 1998, Berry Sterling filed a
motion with the Court to set  aside  the verdict of invalidity and the award on
the counterclaim.  On March 6, 1998, the  Court in the Packaging Resources case
put the case on its suspense calendar pending the appeal in the Pescor Plastics
case.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.




<PAGE>




                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
       MATTERS

  There  is no public trading market for any  class  of  common  stock  of  the
Company, Holding,  Berry  Iowa  or Berry Tri-Plas.  With respect to the capital
stock of Holding, as of March 20, 1998, there were three holders of the Class A
Voting Common Stock, three holders  of  the  Class A Nonvoting Common Stock, 40
holders of the Class B Voting Common Stock, 58 holders of the Class B Nonvoting
Common Stock and 40 holders of the Class C Nonvoting  Common Stock.  All of the
issued and outstanding common stock of the Company is held  by Holding, and all
of the issued and outstanding common stock of Berry Iowa and  Berry Tri-Plas is
held by the Company.

  On April 21, 1994, in connection with the 1994 Transaction, the  Company paid
a  $50.0  million  dividend to Holding, the holder of all of its common  stock.
Holding utilized the  $50.0  million  dividend  to  make  a distribution to the
holders of its common stock and holders of certain other equity interests.

  Other  than  the payment of the $50.0 million distribution  described  above,
Holding has not  paid  cash  dividends  on  its capital stock.  Because Holding
intends to retain any earnings to provide funds for the operation and expansion
of the Company's business and to repay outstanding  indebtedness,  Holding does
not intend to pay cash dividends on its common stock in the foreseeable future.
Furthermore,  as a holding company with no independent operations, the  ability
of Holding to pay  cash dividends will be dependent on the receipt of dividends
or other payments from  the Company.  Under the terms of the Indenture dated as
of April 21, 1994 (the "1994  Indenture"),  among  the  Company, Holding, Berry
Iowa, Berry Tri-Plas and United States Trust Company of New  York,  as Trustee,
which  relates  to the 1994 Transaction, and also the Indenture dated June  18,
1996 (the "1996 Indenture"),  between  Holding  and  First  Trust  of New York,
National  Association,  as  Trustee,  which  relates  to  the 1996 Transaction,
Holding and the Company are not permitted to pay any dividends  on their common
stock  for  the foreseeable future.  In addition, the Credit Facility  contains
covenants which,  among other things, restricts the payment of dividends by the
Company. In addition,  Delaware  law  limits Holding's ability to pay dividends
from  current  or  historical earnings or  profits  or  capital  surplus.   Any
determination to pay  cash  dividends on common stock of the Company or Holding
in the future will be at the  discretion  of  the  Board  of  Directors  of the
Company and Holding, respectively.

  On June 18, 1996, in connection with the 1996 Transaction, Holding issued (i)
91,000  shares  of  Class  A  Voting  Common  Stock  to  CVCA and certain other
institutional investors, (ii) 259,000 shares of Class A Nonvoting  Common Stock
to  CVCA  and  certain  other institutional investors, (iii) 145,058 shares  of
Class B Voting Common Stock  to International and certain members of management
of the Company, (iv) 54,942 shares of Class B Nonvoting Common Stock to certain
members of management of the Company,  (v)  17,000  shares of Class C Nonvoting
Common Stock to International and certain members of management of the Company,
and (vi) units consisting of an aggregate of 600,000  shares of Series A Senior
Cumulative  Exchangeable Preferred Stock and detachable  warrants  to  purchase
shares of Class  B Common Stock (both voting and nonvoting) to CVCA and another
institutional investor.  The  exercise  price of the warrants is $.01 per share
and the warrants are currently exercisable.

  Holding  sold the Common Stock and Preferred  Stock  referred  to  above  for
aggregate consideration of approximately $70.0 million, which included rollover
investments  of approximately $7.1 million by certain members of management and
$3.0 million by an existing institutional shareholder.  All of the Common Stock
and Preferred  Stock  described  above  were  privately  placed in transactions
exempt from the registration requirements of the Securities  Act  of  1933,  as
amended   (the  "Securities  Act"),  pursuant  to  Rule  506  of  Regulation  D
promulgated thereunder.

  In addition,  in  connection with the 1996 Transaction, Holding issued $105.0
million aggregate principal  amount of the 1996 Notes on June 18, 1996, whereby
Donaldson,  Lufkin  & Jenrette Securities  Corporation  acted  as  the  initial
purchaser in an offering  exempt  from  the registration requirements under the
Securities  Act  pursuant  to Rule 144A promulgated  thereunder.   Underwriting
discounts and commissions for the offering were $3,150,000.

  In August 1997, Holding authorized the creation of 200,000 shares of Series B
Cumulative  Preferred  Stock.   In   conjunction  with  the  Venture  Packaging
acquisition, on August 29, 1997, these shares were issued by Holding to certain
selling shareholders of Venture Packaging as partial consideration for stock of
Venture Packaging.  The Preferred Stock  has  a  stated value of $25 per share,
and dividends accrue at a rate of 14.75% per annum  and  will  accumulate until
declared and paid.  The Preferred Stock ranks junior to the Series  A Preferred
Stock  and prior to all other capital stock of Holding.  In addition,  Warrants
to purchase  9,924  shares of Class B Non-Voting Common Stock at $108 per share
were  issued  to the same  selling  shareholders  of  Venture  Packaging.   The
securities described  above  were privately placed in a transaction exempt from
the registration requirements  of  the  Securities  Act pursuant to Rule 505 of
Regulation D promulgated thereunder.

  On  August  1,  1997, Holding issued 3,009 shares of its  Class  B  Nonvoting
Common Stock to 19  members  of management.  The shares were sold for aggregate
consideration of $324,972.  The  shares  of  stock  were  privately placed in a
transaction  exempt  from the registration requirements of the  Securities  Act
pursuant to Rule 505 of Regulation D promulgated thereunder.




<PAGE>




ITEM 6. SELECTED FINANCIAL DATA

  The following selected  financial  data  are  derived  from  the consolidated
financial statements of Holding which have been audited by Ernst  &  Young LLP,
independent  auditors.   The  data  should  be  read  in  conjunction  with the
consolidated   financial   statements,   related   notes  and  other  financial
information included herein.  Holding's fiscal year  is  a  52/53  week  period
ending generally on the Saturday closest to December 31.  All references herein
to  "1997,"  "1996," "1995," "1994" and "1993" relate to the fiscal years ended
December 27, 1997,  December 28, 1996, December 30, 1995, December 31, 1994 and
January 1, 1994, respectively.

<TABLE>
<CAPTION>
                                                              BPC HOLDING CORPORATION AND ITS SUBSIDIARIES
                                                                                FISCAL
                                     -------------------------------------------------------------------------------------
                                             1997               1996               1995            1994           1993
                                     -------------------------------------------------------------------------------------
                                                                          (IN THOUSANDS OF DOLLARS)
Statement of Operations Data:
<S>                                        <C>                <C>               <C>             <C>              <C>
Net sales                                  $226,953           $151,058          $140,681        $106,141        $87,830
Cost of goods sold                          180,249            110,110           102,484          73,997         65,652
                                     -------------------------------------------------------------------------------------
Gross margin                                 46,704             40,948            38,197          32,144         22,178
Operating expenses (a)                       30,505             23,679           17,670           15,160         17,227
                                     -------------------------------------------------------------------------------------
Operating income                             16,199             17,269           20,527           16,984          4,951
Other expenses (b)                              226                302              127              184              -
Interest expense, net (c)                    30,246             20,075           13,389           10,972          6,582
                                     -------------------------------------------------------------------------------------
Income (loss) before income taxes and       (14,273)            (3,108)           7,011            5,828         (1,631)
     extraordinary charge
Income taxes                                    138                239              678               11             72
                                     -------------------------------------------------------------------------------------
Income (loss) before extraordinary charge   (14,411)            (3,347)           6,333            5,817         (1,703)
Extraordinary charge (d)                          -                  -                -            3,652              -
                                     -------------------------------------------------------------------------------------
Net income (loss)                        $  (14,411)         $  (3,347)       $   6,333         $  2,165        $(1,703)
                                     =====================================================================================
Preferred stock dividends                $  (2,558)          $  (1,116)       $       -         $      -        $     -
Common stock dividends                           -                  -                 -           50,000              -

Balance Sheet Data (at end of year):
Working capital                            $ 20,863          $ 15,910          $ 13,012         $ 13,393       $    384
Fixed assets                               108,218             55,664            52,441           38,103         36,615
Total assets                               239,444            145,798           103,465           91,790         60,143
Total debt                                 306,335            216,046           111,676          112,287         40,936
Stockholders' equity (deficit)            (108,975)           (97,550)          (32,484)         (38,838)         5,973

Other Data:
Depreciation and amortization (e)           19,026             11,331            9,536             8,176         11,198
Capital expenditures                        16,774             13,581           11,247             9,118          5,586
</TABLE>

(a)  Operating expenses  include  business  start-up  and  machine  integration
    expenses  of  $3,255  related  to  the  1997  Acquisitions  (as hereinafter
    defined),  plant  consolidation  expenses of $480 and $368 related  to  the
    shutdown  of  the  Winchester,  Virginia   and   Reno,  Nevada  facilities,
    respectively, during fiscal 1997; compensation expense  related to the 1996
    Transaction of $2,762, Tri-Plas Acquisition start-up expenses  of  $671 and
    $907  for  costs  related  to the consolidation of the Winchester, Virginia
    facility during fiscal 1996; pursued acquisition costs of $473 and business
    start-up expenses of $394 in fiscal 1995; $116 in pursued acquisition costs
    in  fiscal  1994;  and $3,675 of  costs  associated  principally  with  the
    shutdown and disposal of a facility acquired in the Mammoth Acquisition and
    $330 of costs related to an unsuccessful acquisition in fiscal 1993.

(b) Other expenses consist  of  loss  on disposal of property and equipment for
    the respective periods.

(c) Includes non-cash interest expense  of  $2,005,  $1,212,  $950, $1,178, and
    $1,617 in fiscal 1997, 1996, 1995, 1994 and 1993, respectively.

(d) During 1994, an extraordinary charge of $3.7 million (including  a non-cash
    portion  of  $3.2 million) was recognized as a result of the retirement  of
    debt concurrent with the issuance of the 1994 Notes.

(e) Depreciation and  amortization  excludes  non-cash amortization of deferred
    financing  and origination fees and debt discount  amortization  which  are
    included in interest expense.






<PAGE>




      ITEM 7. MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS

  Unless  the  context discloses otherwise,  the  "Company"  as  used  in  this
Management's Discussion  and  Analysis  of  Financial  Condition and Results of
Operations shall include Holding and its subsidiaries on a consolidated basis.

  The following discussion includes certain forward-looking statements.  Actual
results  could  differ materially from those reflected by  the  forward-looking
statements in the  discussion,  and  a number of factors could adversely affect
future results, liquidity and capital  resources.  These factors include, among
other  things,  the  Company's  ability  to pass  through  raw  material  price
increases to its customers, its ability to  service  debt,  the availability of
plastic  resin, the impact of changing environmental laws and  changes  in  the
level of the Company's capital investment.  Although management believes it has
the business  strategy  and  resources  needed  for improved operations, future
revenue and margin trends cannot be reliably predicted.

YEAR ENDED DECEMBER 27, 1997
COMPARED TO YEAR ENDED DECEMBER 28, 1996

  NET SALES.  Net sales increased 50.2% to $227.0  million  in  1997,  up $75.9
million  from  $151.1  million in 1996, which sales included an approximate  2%
increase in net selling  price due mainly to the impact of cyclical adjustments
in the price of plastic resin.   Container  sales  increased  $34.4  million in
1997, primarily due to the continued market strength of base products  and  the
Venture Packaging, Virginia Design, and Container Industries Acquisitions (such
acquisitions,  together  with  the  PackerWare  Acquisition, being collectively
referred to as the "1997 Acquisitions").  Net sales  in  the  drink cup product
line increased $23.8 million in 1997 as a result of the PackerWare  Acquisition
and  a  strong  increase  in existing drink cup business.  Aerosol overcap  net
sales  were  relatively  flat,  decreasing  approximately  $2.6  million.   The
PackerWare Acquisition also  brought  the  Company  into the housewares product
market, which provided an additional $17.5 million of  net sales in 1997. Other
product  lines,  including  custom  molded products and custom  mold  building,
increased $2.8 million due to large custom programs that occurred in 1997.

  GROSS  MARGIN.  Gross margin increased  $5.8  million  or  14.1%  from  $40.9
million (27.1%  of  net sales) in 1996 to $46.7 million (20.6% of net sales) in
1997.  The increase in  gross margin is primarily attributed to increased sales
volume as described above.   The gross margin as a percent of net sales derived
from the 1997 Acquisitions was  approximately  10.6% compared to 23.8% for non-
acquisition  related sales.  Significant productivity  improvements  were  made
during the year,  including  the addition of state-of-the-art injection molding
equipment, molds and printing equipment at several of the Company's facilities.
These productivity improvements  were  offset by increased resin prices in 1997
and the transition of the 1997 Acquisitions.

  OPERATING EXPENSES.  Operating expenses during 1997 were $30.5 million (13.4%
of net sales), compared with $23.7 million  (15.7%  of  net  sales)  for  1996.
Sales  related  expenses,  including  the  cost  of expanded sales coverage and
higher  product  development and marketing expenses,  increased  $4.4  million,
primarily a result  of  the  1997  Acquisitions  ($3.3  million).   General and
administrative expenses decreased $2.3 million in 1997 primarily as a result of
the  $2.8 million one-time compensation expense incurred in 1996 which  related
to the 1996 Transaction. Intangible amortization increased from $0.5 million in
1996 to  $2.2  million  for  1997,  primarily  a  result of the amortization of
$1.6 million related to the 1997 Acquisitions.

      Other expense increased $2.5 million from $1.6  million  for 1996 to $4.1
million in 1997.  The 1997 Acquisitions resulted in a charge of $3.2 million in
1997  for  start-up  related expenses.  The PackerWare Acquisition  included  a
facility in Reno, Nevada,  which  was  closed  in 1997.  Expense related to the
closing of the Reno facility was $0.5 million in  1997.  Plant closing expenses
related  to  the Winchester, Virginia facility resulted  in  expenses  of  $0.4
million for 1997.   Included  in  1996 was a charge of $0.7 million of start-up
related  expense associated with the  Tri-Plas  Acquisition  and  $0.9  million
related to the Winchester plant closing.

  INTEREST EXPENSE AND INCOME.  Net interest expense, including amortization of
deferred financing  costs  for  1997,  was  $30.2  million (13.3% of net sales)
compared to $20.1 million (13.3% of net sales) in 1996,  an  increase  of $10.1
million.  This increase is due to the full year impact of the 1996 Transaction,
which  occurred  in  June  1996.  The 1996 Transaction included an offering  of
$105.0 million aggregate principal  amount  of  Senior  Secured  Notes due 2006
which bear interest at 12.5% annually.  $35.6 million of the proceeds  from the
Notes  were  placed in escrow to pay the first three years' of interest on  the
Notes.  Interest  is  payable  semi-annually on June 15 and December 15 of each
year. Cash interest paid in 1997 was $29.9 million as compared to $19.7 million
for 1996.  Interest income for 1997  was  $2.0 million, up from $1.3 million in
1996, also attributed to the full year impact of the 1996 Transaction.

  INCOME  TAXES.   During fiscal 1997, the Company  incurred  $0.1  million  in
federal and state income  tax  compared  to  $0.2 million for fiscal 1996.  The
Company continues to operate in a net operating  loss carryforward position for
Federal income tax purposes.

  NET  INCOME (LOSS) AND EBITDA.  The Company recorded  a  net  loss  of  $14.4
million  in  1997  compared  to a $3.3 million net loss in 1996 for the reasons
stated above.  Adjusted EBITDA  for  1997 increased 18.3% to $39.4 million from
$33.3 million in 1996.  Adjusted EBITDA is calculated as follows:

<TABLE>
<CAPTION>
                                                         1997                 1996
                                                       ---------            --------
<S>                                                     <C>                  <C>
                                                               ($ million)
Earnings Before Interest, Taxes,
    Depreciation and Amortization                         $35.1                $31.3
Loss on the Disposal of Assets                              0.2                  0.3
Other Adjustments                                           4.1                  1.7
                                                       ---------            --------
     Total Adjusted EBITDA                                $39.4                $33.3
                                                       =========            ========
</TABLE>


Year Ended December 28, 1996
Compared to Year Ended December 30, 1995

  NET  SALES.   Net  sales  increased  7.0% to $151.1 million in 1996, up $10.4
million from $140.7 million in 1995. Sales  of  aerosol overcaps increased $6.1
million.  This growth of 14% was mainly due to a strengthening of base business
and the addition of new products.  Container sales  increased  $9.7  million in
1996,  due  to  the continued market strength of base products and the Tri-Plas
Acquisition.  Sales  in  the  drink  cup  product  line  declined  $3.2 million
principally  because  a  national  promotion  from  a  major marketer that  was
received  in  1995  was not repeated in 1996.  Other product  lines,  including
custom molded products  and  custom  mold building, decreased $2.2 million also
due to a custom program that occurred  in  1995  but  was not repeated in 1996.
Overall,  prices  declined  approximately  2.0% from 1995 due  to  both  market
response to changing raw material prices and competitive market conditions.

  GROSS MARGIN.  Gross margin increased $2.7 million or 7.1% from $38.2 million
(27.2% of net sales) for 1995 to $40.9 million  (27.1%  of  net sales) in 1996.
The increase in gross margin is primarily attributed to increased sales volume.
Significant productivity improvements were made during the year,  including the
addition  of  state-of-the-art injection molding equipment, molds and  printing
equipment at several  of  the  Company's facilities.  The increase in operating
efficiency  offset the previously  mentioned  price  declines,  preserving  the
Company's gross margin as a percent of sales.

  The Winchester,  Virginia facility, which was added to the Company as part of
the Sterling Products  Acquisition  and  used  primarily  for the production of
drink cups, was consolidated into other Berry locations late  in 1996 to better
utilize the operating leverage at other manufacturing facilities throughout the
Company.

  OPERATING EXPENSES.  Operating expenses during 1996 were $23.7 million (15.7%
of  net  sales),  compared  with $17.7 million (12.6% of net sales)  for  1995.
Sales related expenses, including  the  cost  of  expanded  sales coverage, and
higher  product  development  and marketing expenses, increased  $1.3  million.
General and administrative expenses  increased  $4.3  million,  including  $2.7
million  due  to  a  one-time compensation expense directly related to the 1996
Transaction, patent litigation  expenses  of  $0.8 million, and $0.6 million of
additional expense as a result of the Tri-Plas Acquisition.

  Other  expense increased $0.7 million from $0.9  million  for  1995  to  $1.6
million in  1996.   Included  in  1996  was  a charge of $0.9 million for plant
closing expenses related to the Winchester, Virginia facility, and $0.6 million
of start-up related expense associated with the Tri-Plas Acquisition.  Included
in 1995 expense was a charge of $0.5 million due to the discontinued pursuit of
a potential acquisition and $0.2 million of costs  associated with the transfer
of the Tri-Plas business.

  INTEREST EXPENSE AND INCOME.  Net interest expense, including amortization of
deferred  financing  costs for 1996, was $20.1 million  (13.3%  of  net  sales)
compared to $13.4 million  (9.5%  of  net  sales)  in 1995, an increase of $6.7
million.   This  increase  is  due to the 1996 Transaction,  when  the  Company
completed an offering of $105.0  million  aggregate  principal amount of Senior
Secured  Notes  due  2006 which bear interest at 12.5% annually.   Interest  is
payable semi-annually  on  June  15 and December 15 of each year. Cash interest
paid in 1996 was $19.7 million as compared to $13.4 million for 1995.  Interest
income for 1996 was $1.3 million and 1995 was $0.6 million.

  INCOME TAXES.  During fiscal 1996,  the  Company  incurred  $0.2  million  in
federal and state income tax compared to $0.7 million of regular income tax for
fiscal 1995.

  NET  INCOME  (LOSS)  AND  EBITDA.   The  Company  recorded a net loss of $3.3
million in 1996 compared to net income in 1995 of $6.3  million for the reasons
stated above.  Adjusted EBITDA for 1996 increased 8.5% to  $33.3  million  from
$30.7 million in 1995.  Adjusted EBITDA is calculated as follows:

<TABLE>
<CAPTION>
                                                         1996                 1995
                                                       ---------            --------
<S>                                                     <C>                  <C>
                                                               ($ million)
Earnings Before Interest, Taxes,
    Depreciation and Amortization                         $31.3                $29.7
Loss on the Disposal of Assets                              0.3                  0.1
Other Adjustments                                           1.7                  0.9
                                                       ---------            --------
     Total Adjusted EBITDA                                $33.3                $30.7
                                                       =========            ========
</TABLE>


Income Tax Matters

  Holding  has  unused  operating  loss  carryforwards  of  $21.7 million
for federal income tax purposes which begin to expire  in  2010.   AMT credit
carryforwards  of  approximately  $2.0  million are available to Holding
indefinitely to reduce future years' federal income taxes.


LIQUIDITY AND CAPITAL RESOURCES

  On  January  21,  1997, in conjunction with the PackerWare  Acquisition,  the
Company entered into  the  Credit Agreement with NationsBank, N.A. for a senior
secured line of credit in an aggregate principal amount of $60.0 million.  As a
result of the Virginia Design and Venture Acquisitions, the Credit Facility was
amended and increased to $127.2  million.   The  Credit Facility provides Berry
with  a $50.0 million revolving line of credit, subject  to  a  borrowing  base
formula, $58.3 million in term loan facilities, and $18.9 million in letters of
credit  to  support Berry's and its subsidiaries' obligations under the Nevada,
Iowa, and South  Carolina Industrial Revenue Bonds.  The indebtedness under the
Credit Facility is  guaranteed  by Holding and the Company's subsidiaries.  See
"Business - The Credit Facility".

  The 1994 Indenture and the 1996  Indenture  restrict the Company's ability to
incur  additional  debt and contains other provisions  which  could  limit  the
liquidity of the Company.

  Net cash provided  by  operating  activities  was  $14.2  million  in 1997 as
compared  to  $14.4  million  in  1996.   The  decrease can be attributed to  a
reduction in accounts payable of approximately $3.5  million  resulting  from a
discounting  program with a key supplier offset partially by positive operating
cash flows generated primarily from increased sales volume.

  Capital expenditures  in 1997 were $16.8 million, an increase of $3.2 million
from $13.6 million in 1996.  Included  in  capital expenditures during 1997 was
$3.3 million relating to the addition of a new  warehouse,  production  systems
and  offices  necessary  to  support production operating levels throughout the
Company.  Capital expenditures  also  included  investment  of $8.7 million for
molds,  $1.2 million for molding machines, $1.4 million for printing  equipment
and $2.2  million  for  miscellaneous  accessory  equipment  and  systems.  The
capital expenditure budget for 1998 is expected to be $24.6 million,  including
approximately  $5.3 million for building and systems which includes a warehouse
addition, $10.6  million  for  molds,  $5.8  million  for  molding and printing
machines, and $2.9 million for miscellaneous accessory equipment.

  Increased working capital needs occur whenever the Company experiences strong
incremental  demand  or  a  significant  rise  in  the  cost  of raw  material,
particularly  plastic  resin.  However, the Company anticipates that  its  cash
interest, working capital and capital expenditure requirements for 1998 will be
satisfied through a combination  of  funds  generated from operating activities
and  cash on hand, together with funds available  under  the  Credit  Facility.
Management bases such belief on historical experience and the substantial funds
available  under  the Credit Facility.  However, the Company cannot predict its
future results of operations.

  The 1994 Indenture  restricts,  and  the  Credit  Facility prohibits, Berry's
ability to pay any dividend or make any distribution  of  funds  to  Holding to
satisfy interest and other obligations on the 1996 Notes. Based upon historical
operating  results, without a substantial increase in the operating results  of
Berry, management  anticipates  that  it  will be unable to generate sufficient
cash  flow to permit a dividend to Holding in  an  amount  sufficient  to  meet
Holding's  interest  payment obligations under the 1996 Notes which begin after
the depletion of the escrow  account  that was established to pay such interest
and the expiration of Holding's option  to  pay  interest by issuing additional
1996 Notes. In that event, management anticipates  that  such  obligations will
only  be  met  by refinancing the 1996 Notes or raising capital through  equity
offerings.

  At December 27,  1997,  the  Company's  cash  balance  was approximately $2.7
million,  and  the  Company  had  unused  borrowing capacity under  the  Credit
Facility's borrowing base of approximately $12.5 million.


GENERAL ECONOMIC CONDITIONS AND INFLATION

  The Company faces various economic risks  ranging  from  an economic downturn
adversely  impacting  the Company's primary markets to market  fluctuations  in
plastic resin prices. In the short-term, rapid increases in resin cost, such as
those experienced during  1996,  may  not  be  fully  recovered  through  price
increases  to  customers.  Also, shortages of raw materials may occur from time
to time.  In the  long-term,  however,  raw  material  availability  and  price
changes  generally do not have a material adverse effect on gross margin.  Cost
changes generally  are  passed  through to customers.  In addition, the Company
believes that its sensitivity to  economic  downturns in its primary markets is
less significant due to its diverse customer  base and its ability to provide a
wide array of products to numerous end markets.

  The  Company believes that it is not affected  by  inflation  except  to  the
extent that  the  economy  in general is thereby affected.  Should inflationary
pressures  drive costs higher,  the  Company  believes  that  general  industry
competitive price increases would sustain operating results, although there can
be no assurance that this will be the case.


IMPACT OF YEAR 2000

  The Company  has  been  working  on  modifying  or  replacing portions of its
software  since 1991 so that its computer systems will function  properly  with
respect to  dates  in  the  Year  2000  and  thereafter.   Because  the Company
commenced this process early, the costs incurred to address this issue  in  any
single year have not been significant.

  However,  the  Company  is  currently  evaluating  the  necessity  to replace
significant portions of its primary information systems, principally because of
the  growth  the  Company  has experienced in recent years due to acquisitions.
Such replacement, when undertaken,  will  allow  the  Company  to  continue  to
achieve  its  future  growth  plans and will be fully Year 2000 compliant.  The
Company anticipates that the selection  and  implementation  of such systems is
likely  to  occur  before  the  Year  2000,  but  it is not necessary  for  the
replacement to occur in order for the Company to minimize  its exposure to Year
2000 system failures.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.




<PAGE>




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
                                             INDEX TO FINANCIAL STATEMENTS
<S>                                                                                     <C>
Report of Independent Auditors                                                            F- 1
Consolidated Balance Sheets at December 27, 1997 and December 28, 1996                    F- 2
   Consolidated Statements of Operations for the years ended December 27, 1997,

   December 28, 1996 and December 30, 1995                                                F- 4
   Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years

   ended December 28, 1997, December 28, 1996 and December 30, 1995                       F- 5
   Consolidated Statements of Cash Flows for the years ended December 27, 1997,

   December 28, 1996 and December 30, 1995                                                F- 6
Notes to Consolidated Financial Statements                                                F- 7
INDEX TO FINANCIAL STATEMENT SCHEDULES
   I. Condensed Financial Information of Registrant                                       S- 1
   II. Valuation and Qualifying Accounts                                                  S- 5
</TABLE>

  All other schedules have been omitted because they are not applicable or not
required or because the required information is included in the consolidated
financial statements or notes thereto.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

                                    Not applicable.




<PAGE>




                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The  following  table  sets  forth  certain  information  with respect to the
executive  officers,  directors  and certain key personnel of Holding  and  its
subsidiaries:
<TABLE>
<CAPTION>
     NAME                      AGE                     TITLE                        ENTITY

<S>                             <C>       <C>                                <C>
Roberto Buaron(1)(4)            51        Chairman and Director              Company and Holding
Martin R. Imbler(1)(4)          50        President, Chief Executive         Company
                                          Officer and Director
                                          President and Director             Holding
Douglas E. Bell                 46        Executive Vice President, Sales    Company
                                          and Marketing and Director
Ira G. Boots                    44        Executive Vice President,          Company
                                          Operations and Director
James M. Kratochvil             41        Executive Vice President, Chief    Company
                                          Financial Officer, Treasurer and
                                          Secretary
                                          Executive Vice President, Chief    Holding
                                          Financial Officer and Secretary
R. Brent Beeler                 45        Executive Vice President, Sales    Company
                                          and Marketing
Ruth Richmond                   35        Vice President, Planning and       Company
                                          Administration
David Weaver                    35        Vice President and Plant Manager   Company
                                          - Lawrence
Fredrick A. Heseman             45        Vice President and Plant Manager   Company
                                          - Evansville
Bruce J. Sims                   48        Vice President - Sales and         Company
                                          Marketing, Housewares
George A. Willbrandt            53        Vice President - Sales and         Company
                                          Marketing
Lawrence G. Graev(2)(3)         53        Director                           Company and Holding
James A. Long(2)(3)             55        Vice President, Assistant          Company
                                          Secretary and Director
                                          Vice President, Treasurer and      Holding
                                          Director
Donald J. Hofmann, Jr.
(1)(2)(3)(4)                    40        Director                           Company and Holding

Mathew J. Lori                  34        Director                           Company and Holding
David M. Clarke                 47        Director                           Company and Holding
</TABLE>


(1)    Member of the Stock Option Committee of Holding.
(2)    Member of the Audit Committee of Holding.
(3)    Member of the Audit Committee of the Company.
(4)    Member of the Compensation Committee of the Company.





<PAGE>




  ROBERTO BUARON has been Chairman  and  a Director of the Company since it was
organized in December 1990. He has also served  as  Chairman  and a Director of
Holding  since 1990.  He is the Chairman and Chief Executive Officer  of  First
Atlantic Capital, Ltd. ("First Atlantic"), which he founded in 1989.  From 1987
to 1989, he  was  an  Executive Vice President with Overseas Partners, Inc., an
investment management firm.   From  1983 to 1986 he was First Vice President of
Smith Barney, Inc., and a General Partner  of  First  Century  Partnership, its
venture  capital  affiliate.  Prior to 1983, he was a Principal at  McKinsey  &
Company.

  MARTIN R. IMBLER  has  been President, Chief Executive Officer and a Director
of the Company since January 1991.  He has also served as a Director of Holding
since January 1991, and as President of Holding since May 1996.  From June 1987
to  December 1990, he was President  and  Chief  Executive  Officer  of  Risdon
Corporation, a cosmetic packaging company.  Mr. Imbler was employed by American
Can Company  from  1981  to  1987, as Vice President and General Manager of the
East/South Region Food and General  Line  Packaging  business from 1985 to 1987
and as Vice President, Marketing, from 1981 to 1985.   Mr.  Imbler  is  also  a
Director  of  Portola  Packaging,  Inc., a manufacturer of closures used in the
dairy industry.

  DOUGLAS E. BELL has been Executive Vice President, Sales and Marketing, and a
Director of the Company since March  1991.   From  December 1990 to March 1991,
Mr. Bell was Chief Operating Officer of the Company.   Mr. Bell was employed by
Old Berry, acting as interim Chief Operating Officer from July 1990 to December
1990, and prior to July 1990, as Vice President, Sales of Imperial Plastics.

  IRA G. BOOTS has been Executive Vice President, Operations, and a Director of
the Company since April 1992.  Prior to that, Mr. Boots  was  Vice President of
Operations,  Engineering and Product Development of the Company  from  December
1990 to April  1992.  Mr. Boots was employed by Old Berry from 1984 to December
1990 as Vice President, Operations.

  JAMES M. KRATOCHVIL was promoted to Executive Vice President, Chief Financial
Officer, Secretary  and Treasurer of the Company in December 1997.  He formerly
served as Vice President,  Chief Financial Officer and Secretary of the Company
since 1991, and as Treasurer  of  the  Company  since  May  1996.   He was also
promoted to Executive Vice President, Chief Financial Officer and Secretary  of
Holding  in  December  1997.   He  has formerly served as Vice President, Chief
Financial Officer and Secretary of Holding  since  1991.   Mr.  Kratochvil  was
employed by Old Berry from 1985 to 1991 as Controller.

  R. BRENT BEELER was promoted to Executive Vice President, Sales and Marketing
in  February,  1996.  He formerly served as Vice President, Sales and Marketing
of the Company since  December 1990.  Mr. Beeler was employed by Old Berry from
October 1988 to December 1990 as Vice President, Sales and Marketing.

  RUTH RICHMOND has been  Vice  President,  Planning  and Administration of the
Company since January 1995. From January 1994 to December  1994,  Ms.  Richmond
was  Vice  President  and  Plant  Manager-Henderson.   Ms.  Richmond  was Plant
Manager-Henderson  from  February  1993  to  January 1994 and Assistant General
Manager-Henderson from February 1991 to February 1993.  Ms. Richmond joined the
accounting department of Old Berry in 1986.

  DAVID  WEAVER  has  been  Vice President and Plant  Manager-Lawrence  of  the
Company since January 1997.   From  January  1993  to January 1997, he was Vice
President and Plant Manager-Iowa Falls.  From February  1992  to  January 1993,
Mr. Weaver was Plant Manager-Iowa Falls and, prior to that, he was  Maintenance
Engineering  Supervisor  from  July  1990  to February 1992.  Mr. Weaver was  a
Project Engineer from January 1989 to July 1990 for Old Berry.

  FREDRICK   A.   HESEMAN   was   promoted   to   Vice  President   and   Plant
Manager-Evansville  of  the Company in December 1997.   From  October  1996  to
December 1997, Mr. Heseman  was Plant Manager-Evansville, and prior to that, he
was Engineering Manager from  December  1990  to October 1996.  Mr. Heseman was
employed by Old Berry from June 1987 to December 1990 as Engineering Manager.

  BRUCE J. SIMS has been Vice President, Sales and Marketing, Housewares of the
Company  since  January  1997. Prior to the PackerWare  Acquisition,  Mr.  Sims
served as President of PackerWare  from  March 1996 to January 1997 and as Vice
President from October 1994 to March 1996.   From  January 1990 to October 1994
he was Vice President of the Miner Container Corporation,  a national injection
molder.  Mr. Sims was Executive Vice President of MKM Distribution Company from
1985 to 1990.

  GEORGE A. WILLBRANDT was promoted to Vice President, Sales  and  Marketing of
the  Company  in  April 1997.  He formerly served as Vice President, Sales  and
Marketing of Berry  Sterling  since  1995.   Prior to that he was President and
co-owner of Sterling Products, which he founded in 1983.

  LAWRENCE G. GRAEV has been a Director of the Company and Holding since August
1995.   Mr.  Graev  is  the  Chairman of the law firm  of  O'Sullivan  Graev  &
Karabell, LLP of New York, where  he  has been a partner since 1974.  Mr. Graev
is also a Director of First Atlantic.

  JAMES A. LONG has been Vice President,  Assistant Secretary and a Director of
the Company since 1991.  He has also served  as Vice President, Treasurer and a
Director of Holding since 1991.  He has been an  Executive  Vice  President  of
First  Atlantic since March 1991.  From January 1990 to February 1991, Mr. Long
was an Executive  Vice  President  at  Kleinwort  Benson  N.A., Inc., an equity
leveraged buyout fund.  Prior to 1989, he was an Executive Vice President and a
member of various executive and operating committees of Primerica Corporation.

  DONALD J. HOFMANN, JR. has been a director of Holding and  the  Company since
June  1996.   Mr. Hofmann has been a General Partner of Chase Capital  Partners
since 1992.  Prior to that, he was head of MH Capital Partners Inc., the equity
investment arm of Manufacturers Hanover.  Mr. Hofmann is also a director of USN
Communications, Inc., a local exchange carrier that offers a bundled package of
telecommunications products.

  MATHEW J. LORI  has  been a director of Holding and the Company since October
1996.  Mr. Lori has been  a Principal with Chase Capital Partners since January
1998, and prior to that, Mr. Lori had been an Associate since April 1996.  From
September 1993 to March 1996, he was an Associate in the Merchant Banking Group
of The Chase Manhattan Bank, N.A.

  DAVID M. CLARKE has been  a  director  of  Holding and the Company since June
1996.  Mr. Clarke is a Managing Director with  Aetna,  Inc.,  a  private equity
investment  group  and,  prior  to  that, he had been a Vice President  in  the
Investment Group of Aetna Life Insurance Company from 1988 to 1996.

The New Stockholders Agreement contains  provisions  regarding  the election of
directors.  See "Certain Relationships and Related Transactions -  Stockholders
Agreements."

BOARD COMMITTEES

     The  Board  of  Directors  of  Holding has an Audit Committee and a  Stock
Option  Committee, and the Board of Directors  of  the  Company  has  an  Audit
Committee  and  a  Compensation  Committee.   The  Audit Committees oversee the
activities of the independent auditors and internal controls.  The Stock Option
Committee administers the BPC Holding Corporation 1996  Stock Option Plan.  The
Compensation Committee makes recommendations to the Board  of  Directors of the
Company  concerning  salaries  and  incentive  compensation  for  officers  and
employees of the Company.





<PAGE>




ITEM 11.  EXECUTIVE COMPENSATION

  The  following  table  sets forth a summary of the compensation paid  by  the
Company  to  its  Chief Executive  Officer  and  the  four  other  most  highly
compensated  executive  officers  of  the  Company  (collectively,  the  "Named
Executive Officers")  for  services  rendered  in all capacities to the Company
during fiscal 1997, 1996 and 1995:

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                         LONG TERM
                                                 ANNUAL COMPENSATION    COMPENSATION
                                                 -------------------   --------------
                                                                        SECURITIES
                                      FISCAL                             UNDERLYING     OTHER
  NAME AND PRINCIPAL POSITION          YEAR      SALARY        BONUS      OPTIONS    COMPENSATION(1)
 -------------------------------       ----     -------       --------    --------   ------------
<S>                                    <C>     <C>           <C>          <C>          <C>
Martin R. Imbler                       1997    $ 307,396     $  87,623           -     $  1,520
   President and Chief Executive       1996      292,078       128,993       8,472      595,848
   Officer                             1995      275,625       157,500           -        1,424

Douglas E. Bell                        1997      154,485        72,868           -        1,520
   Executive Vice President, Sales     1996      145,735        94,205       5,214      239,335
   and Marketing                       1995      137,525       124,428           -        1,424

Ira G. Boots                           1997      151,691        72,868           -        1,520
   Executive Vice President,           1996      145,735        94,205       5,214      239,335
   Operations                          1995      137,525       124,428           -        1,424

James M. Kratochvil                    1997      119,459        56,307           -        1,520
   Executive Vice President, Chief     1996      112,614        72,796       3,259      120,427
   Financial Officer, Treasurer and    1995      106,270        96,150           -        1,424
   Secretary

R. Brent Beeler                        1997      125,973        60,554           -        1,520
   Executive Vice President,           1996      121,108        72,796       3,259      120,427
   Sales and Marketing                 1995      106,270        96,150           -        1,424
</TABLE>


(1) Amounts  shown  reflect contributions by the Company  under  the  Company's
    401(k) plan and payments  made  under a one-time deferred bonus award plan.
    See "Certain Relationships and Related Transactions - Management."





<PAGE>




   FISCAL YEAR-END OPTION HOLDINGS

  The following table provides information  on  the  number  of exercisable and
unexercisable management stock options at December 27, 1997.


                              FISCAL YEAR-END OPTION VALUES(1)

<TABLE>
<CAPTION>
                                                Number of Unexercised                  Value of Unexercised
                                                     Options at                        In-the-Money Options
                                                   Fiscal Year-End                      at Fiscal Year-End
      NAME                                    EXERCISABLE/UNEXERCISABLE              EXERCISABLE/UNEXERCISABLE
--------------------------                    -------------------------              --------------------------
                                                       (#)(2)                                   (2)
<S>                                           <C>                                    <C>
Martin R. Imbler                                     2,541/5,931                         $55,902/$130,482
Douglas E. Bell                                      1,564/3,650                           34,408/80,300
Ira G. Boots                                         1,564/3,650                           34,408/80,300
James M. Kratochvil                                   977/2,282                            21,494/50,204
R. Brent Beeler                                       977/2,282                            21,494/50,204
</TABLE>


(1) None of Holding's capital stock is currently publicly traded.   The  values
    reflect  management's  estimate  of  the  fair  market value of the Class B
    Nonvoting Common Stock at December 27, 1997.
(2) All options granted to management of the Company are exercisable for shares
    of Class B Nonvoting Common Stock, par value $.01 per share, of Holding.

DIRECTOR COMPENSATION

  Directors receive no cash consideration for serving on the Board of Directors
of  Holding  or  the  Company, but directors are reimbursed  for  out-of-pocket
expenses incurred in connection with their duties as directors.

EMPLOYMENT AGREEMENTS

  The  Company  has  an employment  agreement  with  Mr.  Imbler  (the  "Imbler
Employment Agreement")  that expires on June 30, 2001.  Base compensation under
the Imbler Employment Agreement  for  fiscal  1997  was  $307,396.   The Imbler
Employment  Agreement also provides for an annual performance bonus of  $50,000
to $175,000 based  upon  the Company's attainment of certain financial targets.
The Company may terminate  Mr.  Imbler's  employment  for  "cause"  or  upon  a
"disability"  (as  such  terms are defined in the Imbler Employment Agreement).
If the Company terminates  Mr. Imbler "without cause" (as defined in the Imbler
Employment Agreement), Mr. Imbler  is  entitled to receive, among other things,
the greater of (i) one year's salary or (ii) 1/12 of one year's salary for each
year (not to exceed 24 years in the aggregate)  of employment with the Company.
The  Imbler  Employment  Agreement  also  contains  customary   noncompetition,
nondisclosure and nonsolicitation provisions.

  The Company also has employment agreements with each of Messrs.  Bell, Boots,
Kratochvil  and Beeler (each, an "Employment Agreement" and, collectively,  the
"Employment Agreements"),  each  of  which  expires  on  June  30,  2001.   The
Employment  Agreements  provided for fiscal 1997 base compensation of $154,485,
$151,691, $119,459 and $125,973,  respectively.   Salaries  are subject in each
case  to annual adjustment at the discretion of the Compensation  Committee  of
the Board  of Directors of the Company.  The Employment Agreements entitle each
executive to  participate in all other incentive compensation plans established
for  executive  officers  of  the  Company.  The  Company  may  terminate  each
Employment Agreement  for  "cause" or a "disability" (as such terms are defined
in  the Employment Agreements).   If  the  Company  terminates  an  executive's
employment  without  "cause"  (as  defined  in the Employment Agreements),  the
Employment  Agreements  require  the Company to  pay  certain  amounts  to  the
terminated executive, including (i) the greater of (A) one year's salary or (B)
1/12  of one year's salary for each  year  (not  to  exceed  24  years  in  the
aggregate)  of  employment  with  the  Company, and (ii) certain benefits under
applicable  incentive  compensation  plans.   Each  Employment  Agreement  also
includes   customary   noncompetition,   nondisclosure    and   nonsolicitation
provisions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  The  Company  established  the Compensation Committee in October  1996.   The
annual salary and bonus paid to  Messrs.  Imbler,  Bell,  Boots, Kratochvil and
Beeler  are determined by the Compensation Committee in accordance  with  their
respective  employment  agreements.   All  other  compensation  decisions  with
respect  to officers of the Company are made by Mr. Imbler pursuant to policies
established in consultation with the Compensation Committee.

  The Company  is  party  to  an Amended and Restated Management Agreement (the
"FACL  Management Agreement") with  First  Atlantic  pursuant  to  which  First
Atlantic provides the Company with financial advisory and management consulting
services  in  exchange  for  an  annual  fee  of $750,000 and reimbursement for
out-of-pocket  costs  and expenses.  In consideration  of  such  services,  the
Company paid First Atlantic  fees  and  expenses  of  $771,200 for fiscal 1997,
$787,600  for fiscal 1996 and $816,900 for fiscal 1995.   First  Atlantic  also
received  a  $100,000  advisory  fee  in  both  March  and  December  1995  for
originating,  structuring and negotiating the Sterling Products Acquisition and
the  Tri-Plas  Acquisition,   respectively.    In   connection  with  the  1996
Transaction, the FACL Management Agreement was amended to provide for a fee for
services rendered in connection with certain transactions  equal  to the lesser
of  (i)  1%  of  the  total transaction value and (ii) $1,250,000 for any  such
transaction  consummated   plus  out-of-pocket  expenses  in  respect  of  such
transaction, whether or not  consummated.   Also  in  connection  with the 1996
Transaction,   Holding   paid  a  fee  of  $1,250,000  plus  reimbursement  for
out-of-pocket expenses to  First  Atlantic  for  advisory  services,  including
originating,  structuring and negotiating the 1996 Transaction.  First Atlantic
received advisory  fees  of  approximately $287,500 and $28,700 in January 1997
for originating, structuring and negotiating the PackerWare Acquisition and the
Container  Industries  Acquisition,   respectively.   First  Atlantic  received
advisory fees of approximately $117,900 and $531,600 in  May  1997  and  August
1997,  respectively,  for originating, structuring and negotiating the Virginia
Design Acquisition and  the  Venture  Packaging Acquisition, respectively.  See
"Certain Relationships and Related Transactions."

  Mr. Buaron, the Chairman and a director  of  Holding  and the Company, is the
Chairman  and  Chief  Executive  Officer of First Atlantic.   Mr.  Graev  is  a
director, and Mr. Long is an officer, of First Atlantic.  As an officer and the
sole stockholder of First Atlantic,  Mr.  Buaron  is  entitled  to  receive any
bonuses paid and any dividends declared by First Atlantic on its capital stock,
including any bonuses paid as a result of, and any dividends paid out  of,  the
$1,250,000  fee  paid  by Holding to First Atlantic in connection with the 1996
Transaction or any of the  fees paid with respect to the acquisitions described
above.  First Atlantic is engaged by International to provide certain financial
and management consulting services  for  which  it receives annual fees.  First
Atlantic  and  International  have  completely distinct  ownership  and  equity
structures.  See "Certain Relationships and Related Transactions."

  Atlantic Equity Partners, L.P. (the  "Fund"),  a stockholder of Holding prior
to  the  consummation  of  the 1996 Transaction, received  approximately  $67.6
million from the sale of its  common  stock in Holding and warrants to purchase
common  stock.   First Atlantic is engaged  by  the  Fund  to  provide  certain
financial and management consulting services for which it receives annual fees.
First Atlantic and  the  Fund  have  completely  distinct  ownership and equity
structures.   Atlantic Equity Associates, L.P., a Delaware limited  partnership
("AEA"), is the  sole  general  partner  of  the  Fund.  Mr. Buaron is the sole
shareholder of Buaron Capital Corporation ("Buaron  Capital").   Buaron Capital
is the managing and sole general partner of AEA.  By virtue of their direct and
indirect  ownership  interests  in  the Fund, Buaron Capital and Mr. Long  were
entitled to receive a portion of the  proceeds  from  the  sale  of  the equity
interests in Holding.  See "Certain Relationships and Related Transactions."

  In  connection  with  the  1996  Transaction,  Mr.  Imbler, a director of the
Company  and  Holding, and Messrs. Bell and Boots, directors  of  the  Company,
received  approximately   $5.9   million,   $2.5   million  and  $2.4  million,
respectively,  from  their  sale of certain equity interests  in  Holding.   In
connection with the 1994 Transaction, the Company paid a $50.0 million dividend
on its common stock to Holding,  and  Holding  distributed  that  amount to its
holders  of equity interests.  In connection therewith, Holding agreed  to  pay
cash bonuses,  upon  the  occurrence  of  certain  events,  to  the  members of
management  who held options under Holding's 1991 Stock Option Plan in  amounts
equal to the  amounts they would have been entitled to had the shares of common
stock underlying  their  unvested  options  been outstanding at the time of the
declaration of the $50.0 million dividend by  Holding.  As a result of the 1996
Transaction, such bonuses were paid to Messrs.  Imbler,  Bell  and Boots in the
amounts  of  approximately $594,000, $238,000 and $238,000, respectively.   See
"Certain Relationships and Related Transactions."

  In connection  with  the  1996  Transaction,  Chase  Securities  Inc. ("Chase
Securities"), an affiliate of CVCA and Messrs. Hofmann and Lori, received a fee
of  $500,000 for arranging the sale of $15.0 million of Holding's Common  Stock
to certain  of  the  Common  Stock  Purchasers and the sale of $15.0 million of
Holding's Preferred Stock to CVCA.  Chase  Manhattan  Investment Holdings, Inc.
("CMIHI"),  an  affiliate  of Chase Securities and Messrs.  Hofmann  and  Lori,
received approximately $13.6  million  from  the  sale  of  equity interests of
Holding in the 1996 Transaction.

  Mr. Graev, a member of the Board of Directors of Holding and  the Company, is
the Chairman of the law firm of O'Sullivan Graev & Karabell, LLP, New York, New
York.  O'Sullivan Graev & Karabell, LLP provides legal services to  the Company
and  Holding  in  connection  with  certain  matters,  principally relating  to
transactional, securities law, general corporate and litigation  matters.   See
"Certain Relationships and Related Transactions."

STOCK OPTION PLAN

  Employees,  directors  and certain independent consultants of the Company and
its subsidiaries are entitled  to  participate  in  the BPC Holding Corporation
1996 Stock Option Plan (the "Option Plan"), which provides  for  the  grant  of
both  "incentive  stock  options"  within  the  meaning  of  Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and stock  options that
are  non-qualified  under  the  Code.   The  total number of shares of Class  B
Nonvoting Common Stock of Holding for which options  may be granted pursuant to
the Option Plan is 51,620. The Option Plan will terminate on October 3, 2003 or
such  earlier  date  on which the Board of Directors of Holding,  in  its  sole
discretion, determines.   The  Stock Option Committee of the Board of Directors
of Holding administers all aspects  of  the  Option  Plan,  including selecting
which  of  the Company's directors, employees and independent consultants  will
receive options,  the  time  when  options are granted, whether the options are
incentive stock options or non-qualified  stock  options, the manner and timing
for vesting of such options, the terms of such options,  the  exercise  date of
any  options  and the number of shares subject to such options.  Directors  who
are also employees are eligible to receive options under the Option Plan.

  The exercise  price  of  incentive stock options granted by Holding under the
Option Plan may not be less  than  100% of the fair market value of the Class B
Nonvoting Common Stock at the time of  grant and the term of any option may not
exceed seven years.  With respect to any  employee  who owns stock representing
more than 10% of the voting power of the outstanding  capital stock of Holding,
the exercise price of any incentive stock option may not  be  less than 110% of
the fair market value of such shares at the time of grant and the  term of such
option may not exceed five years.  The exercise price of a non-qualified  stock
option  is  determined  by the Stock Option Committee on the date the option is
granted.  However, the exercise  price  of a non-qualified stock option may not
be less than 100% of the fair market value of Class B Nonvoting Common Stock if
the option is granted at any time after the  initial  public  offering  of such
stock.

  Options granted under the Option Plan are nontransferable except by will  and
the  laws  of  descent  and distribution. Options granted under the Option Plan
typically expire after seven  years  and  vest over a five-year period based on
timing as well as achieving financial performance targets.

  Under  the  Option  Plan, as of December 27,  1997,  there  were  outstanding
options to purchase an  aggregate  of 47,708 shares of Class B Nonvoting Common
Stock to 52 employees of the Company,  at  an  exercise  price between $100 and
$108  per  share.  Of that amount, options to purchase an aggregate  of  25,418
shares have  been issued to the Named Executive Officers in October 1996, at an
exercise price  of $100 per share, including 8,472 to Mr. Imbler, 5,214 to each
of Messrs. Bell and Boots, and 3,259 to each of Messrs. Beeler and Kratochvil.






<PAGE>




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

STOCK OWNERSHIP

  All of the outstanding capital stock of the Company is owned by Holding.  The
following table sets  forth  certain information regarding the ownership of the
capital stock of Holding with  respect  to  (i) each person known by Holding to
own beneficially more than 5% of the outstanding  shares  of  any  class of its
voting  capital  stock,  (ii)  each  of  Holding's  directors,  (iii) the Named
Executive  Officers and (iv) all directors and officers as a group.  Except  as
otherwise indicated,  each  of  the stockholders has sole voting and investment
power  with  respect  to  the  shares  beneficially  owned.   Unless  otherwise
indicated, the address for each  stockholder is c/o Berry Plastics Corporation,
101 Oakley Street, Evansville, Indiana 47710.

<TABLE>
<CAPTION>
                                      SHARES OF                                       SHARES OF
                                       VOTING                                         NONVOTING
                                   COMMON STOCK(1)                                  COMMON STOCK(1)          PERCENTAGE OF
                                                     PERCENTAGE OF                                           ALL CLASSES OF
 NAME AND ADDRESS OF                                    VOTING                                                COMMON STOCK
  BENEFICIAL OWNER          CLASS A      CLASS B    COMMON STOCK     CLASS A      CLASS B      CLASS C       (FULLY-DILUTED)
-------------------------   -------      -------    ------------     -------      -------      -------       ---------------
<S>                         <C>          <C>            <C>          <C>          <C>          <C>              <C>
Atlantic Equity Partners
   International II,             -       125,750        53.3%              -            -        10,688           21.0%
L.P.(2)
Chase Venture Capital
    Associates, L.P.(3)     52,000         5,623 (4)    23.8         148,000       17,837 (4)         -           34.4
BPC Equity, LLC(5)          31,200             -        13.2          88,800            -             -           18.5
Roberto Buaron(6)                -       125,750        53.3               -            -        10,688           21.0
Martin R. Imbler                 -         5,494         2.3               -       18,177 (7)     1,795            3.8
James A. Long(8)                 -           195           *               -          555            64              *
Lawrence G. Graev(9)             -             -           -               -            -             -              -
Donald J. Hofmann, Jr.(10)  52,000         5,623 (4)    23.8         148,000       17,837 (4)         -           34.4
Mathew J. Lori(11)          52,000         5,623 (4)    23.8         148,000       17,837 (4)         -           34.4
David M. Clarke(12)         31,200             -        13.2          88,800            -             -           18.5
Douglas E. Bell                  -         2,392         1.0               -        8,372(13)       782            1.7
Ira G. Boots                     -         2,280         1.0               -        8,054(14)       744            1.7
James M. Kratochvil              -         1,196           *               -        4,381(15)       391              *
R. Brent Beeler                  -         1,196           *               -        4,381(16)       391              *
All officers and directors
as a group (17 persons)     83,200       140,448        94.8         236,800       42,526        15,491           88.8
</TABLE>


*  Less than one percent.
(1) The authorized capital stock of  Holding  consists  of  3,500,000 shares of
   capital stock, including 2,500,000 shares of Common Stock,  $.01  par  value
   (the  "Holding Common Stock"), and 1,000,000 shares of Preferred Stock, $.01
   par value  (the  "Holding  Preferred  Stock").   Of  the 2,500,000 shares of
   Holding Common Stock, 500,000 shares are designated Class  A  Voting  Common
   Stock, 500,000 shares are designated Class A Nonvoting Common Stock, 500,000
   shares  are  designated  Class  B  Voting  Common  Stock, 500,000 shares are
   designated Class B Nonvoting Common Stock, and 500,000 shares are designated
   Class  C  Nonvoting  Common  Stock.   Of  the  1,000,000 shares  of  Holding
   Preferred Stock, 600,000 shares are designated Series  A  Senior  Cumulative
   Exchangeable  Preferred  Stock,  and 200,000 shares are designated Series  B
   Cumulative Preferred Stock.
(2) Address is P. O. Box 847, One Capital  Place,  Fourth  Floor, Grand Cayman,
   Cayman   Islands,   British   West   Indies.    Atlantic  Equity  Associates
   International II, L.P., a Delaware limited partnership  ("AEA  II"),  is the
   sole  general  partner  of International and as such exercises voting and/or
   investment  power over shares  of  capital  stock  owned  by  International,
   including the  shares  of  Holding  Common  Stock held by International (the
   "International  Shares").   Mr.  Buaron is the sole  shareholder  of  Buaron
   Holdings Ltd. ("BHL").  BHL is the  sole  general partner of AEA II.  As the
   general  partner  of  AEA  II, BHL may be deemed  to  beneficially  own  the
   International Shares.  BHL disclaims  any beneficial ownership of any shares
   of capital stock owned by International, including the International Shares.
   Through his affiliation with BHL and AEA  II,  Mr.  Buaron controls the sole
   general partner of International and therefore has the  authority to control
   voting and/or investment power over, and may be deemed to  beneficially own,
   the International Shares.  Mr. Buaron disclaims any beneficial  ownership of
   any of the International Shares.
(3) Address is 380 Madison Avenue, 12th Floor, New York, New York 10017.
(4)  Represents warrants to purchase such shares of common stock held  by  CVCA
   which are currently exercisable.
(5) Address  is  c/o  Aetna Life Insurance Company, Private Equity Group, IG6U,
   151 Farmington Avenue,  Hartford,  Connecticut  06156.  Aetna Life Insurance
   Company  exercises voting and/or investment power  over  shares  of  capital
   stock owned  by  BPC Equity, LLC ("BPC Equity"), including shares of Holding
   Common Stock held by BPC Equity.
(6) Address is c/o First  Atlantic  Capital,  Ltd.,  135  East 57th Street, New
   York, New York 10022.  Represents shares of Holding Common  Stock  owned  by
   International.   Mr. Buaron is the sole shareholder of BHL.  BHL is the sole
   general  partner of  AEA  II.   AEA  II  is  the  sole  general  partner  of
   International  and  as  such,  exercises voting and/or investment power over
   shares of capital stock owned by  International, including the International
   Shares.  Mr. Buaron, as the sole shareholder  and Chief Executive Officer of
   BHL, controls the sole general partner of International  and  therefore  has
   voting  and/or investment power over, and may be deemed to beneficially own,
   the International  Shares.  Mr. Buaron disclaims any beneficial ownership of
   the International Shares.
(7)  Includes  2,541  options  granted  to  Mr.  Imbler,  which  are  presently
   exercisable.
(8) Address is c/o First  Atlantic  Capital,  Ltd.,  135  East 57th Street, New
   York, New York 10022.
(9) Address is c/o O'Sullivan Graev & Karabell, LLP, 30 Rockefeller  Plaza, New
   York, New York 10112.
(10) Address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New
   York,  New York 10017.  Represents shares owned by CVCA.  Mr. Hofmann  is  a
   General  Partner  of  Chase  Capital  Partners,  which is the private equity
   investment  arm of Chase Manhattan Corporation, which  is  an  affiliate  of
   CVCA.  Mr. Hofmann  disclaims  any  beneficial  ownership  of  the shares of
   Holding Common Stock held by CVCA.
(11) Address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New
   York,  New  York  10017.   Represents shares owned by CVCA.  Mr. Lori  is  a
   Principal  with  Chase  Capital   Partners,  which  is  the  private  equity
   investment arm of Chase Manhattan Corporation,  which  is  an  affiliate  of
   CVCA.   Mr. Lori disclaims any beneficial ownership of the shares of Holding
   Common Stock held by CVCA.
(12) Address  is  c/o Aetna Life Insurance Company, Private Equity Group, IG6U,
   151 Farmington Avenue, Hartford, Connecticut 06156.  Represents shares owned
   by BPC Equity.   Mr.  Clarke  is  a  Managing  Director  of  Aetna, Inc., an
   affiliate of Aetna Life Insurance Company, which is a member of  BPC Equity.
   Mr.  Clarke  disclaims  any  beneficial  ownership  of the shares of Holding
   Common Stock held by BPC Equity.
(13)  Includes  1,564  options  granted  to  Mr.  Bell,  which  are   currently
   exercisable.
(14)  Includes  1,564  options  granted  to  Mr.  Boots,  which  are  currently
   exercisable.
(15)  Includes  977  options  granted  to  Mr.  Kratochvil, which are currently
   exercisable.
(16)  Includes  977  options  granted  to  Mr.  Beeler,   which  are  currently
   exercisable.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FIRST ATLANTIC

  Pursuant  to  the  FACL  Management  Agreement, First Atlantic  provides  the
Company with financial advisory and management  consulting services in exchange
for  an annual fee of $750,000 and reimbursement for  out-of-pocket  costs  and
expenses.   In  consideration of such services, the Company paid First Atlantic
fees and expenses  of  approximately  $771,200  for  fiscal  1997, $787,600 for
fiscal  1996  and  $816,900  for fiscal 1995.  First Atlantic also  received  a
$100,000  advisory  fee  in both  March  and  December  1995  for  originating,
structuring and negotiating  the Sterling Products Acquisition and the Tri-Plas
Acquisition, respectively.  In  connection  with the 1996 Transaction, the FACL
Management Agreement was amended to provide for  a fee for services rendered in
connection with certain transactions equal to the lesser of (i) 1% of the total
transaction value and (ii) $1,250,000 for any such transaction consummated plus
out-of-pocket  expenses  in  respect  of  such  transaction,   whether  or  not
consummated.  Also in connection with the 1996 Transaction, Holding  paid a fee
of  $1,250,000  plus reimbursement for out-of-pocket expenses to First Atlantic
for advisory services,  including  originating, structuring and negotiating the
1996  Transaction.   First Atlantic received  advisory  fees  of  approximately
$287,500  and  $28,700  in   January  1997  for  originating,  structuring  and
negotiating   the  PackerWare  Acquisition   and   the   Container   Industries
Acquisition,  respectively.   First   Atlantic   received   advisory   fees  of
approximately  $117,900 and $531,600 in May 1997 and August 1997, respectively,
for originating,  structuring  and  negotiating the Virginia Design Acquisition
and the Venture Packaging Acquisition, respectively.

  Mr. Buaron, the Chairman and a director  of  Holding  and the Company, is the
Chairman and Chief Executive Officer of First Atlantic.   As an officer and the
sole  stockholder  of  First Atlantic, Mr. Buaron is entitled  to  receive  any
bonuses paid and any dividends declared by First Atlantic on its capital stock,
including any bonuses paid  as  a result of, and any dividends paid out of, the
$1,250,000 fee paid by Holding to  First  Atlantic  in connection with the 1996
Transaction or any of the fees paid with respect to the  acquisitions described
above.   Mr.  Long is also an officer of First Atlantic, and  Mr.  Graev  is  a
director.  First  Atlantic  is  engaged  by  International  to  provide certain
financial and management consulting services for which it receives annual fees.
First Atlantic and International have completely distinct ownership  and equity
structures.

  Atlantic  Equity Partners, L.P. (the "Fund"), a stockholder of Holding  prior
to the consummation  of  the  1996  Transaction,  received  approximately $67.6
million from the sale of its common stock in Holding and warrants  to  purchase
common  stock.   First  Atlantic  is  engaged  by  the  Fund to provide certain
financial and management consulting services for which it receives annual fees.
First  Atlantic  and  the  Fund have completely distinct ownership  and  equity
structures.  AEA is the sole  general  partner  of the Fund.  Mr. Buaron is the
sole shareholder of Buaron Capital, and Buaron Capital is the managing and sole
general  partner  of  AEA.  By virtue of their direct  and  indirect  ownership
interests in the Fund,  Mr.  Long  and Buaron Capital are entitled to receive a
portion of the proceeds from the sale of the equity interests in Holding.

MANAGEMENT

  In  connection  with  the  1996 Transaction,  Messrs.  Imbler,  Bell,  Boots,
Kratochvil and Beeler received  approximately  $5.9 million, $2.5 million, $2.4
million,  $1.3  million  and $1.3 million, respectively,  from  their  sale  of
certain equity interests in  Holding.  In connection with the 1994 Transaction,
the Company paid a $50.0 million  dividend  on its common stock to Holding, and
Holding  distributed  that  amount  to its holders  of  equity  interests.   In
connection therewith, Holding agreed  to  pay cash bonuses, upon the occurrence
of  certain  events,  to  the  members of management  who  held  options  under
Holding's 1991 Stock Option Plan  in  amounts  equal  to the amounts they would
have been entitled to had the shares of common stock underlying  their unvested
options  been  outstanding at the time of the declaration of the $50.0  million
dividend by Holding.   As  a  result of the 1996 Transaction, such bonuses were
paid to Messrs. Imbler, Bell, Boots,  Kratochvil  and  Beeler in the amounts of
approximately   $594,000,   $238,000,   $238,000,   $119,000   and    $119,000,
respectively.


STOCKHOLDERS AGREEMENTS

  In  connection with the 1996 Transaction, Holding entered into a Stockholders
Agreement dated as of June 18, 1996 (the "New Stockholders Agreement") with the
Common  Stock  Purchasers,  certain  Management Stockholders (as defined below)
and, for limited purposes thereunder,  the Preferred Stock Purchasers.  The New
Stockholders Agreement grants the Common  Stock  Purchasers  certain rights and
obligations,  including  the  following:  (i) until the occurrence  of  certain
events specified in the New Stockholders Agreement, to designate the members of
a seven person Board of Directors as follows:  (A) one director will be Roberto
Buaron  or his designee; (B) International will have  the  right  to  designate
three directors  (who  are  currently Messrs. Graev, Imbler and Long); (C) CVCA
will have the right to designate  two  directors  (who  are  currently  Messrs.
Hofmann  and  Lori); and (D) the institutional holders (excluding International
and CVCA) will  have  the right to designate one director (who is currently Mr.
Clarke); (ii) in the case  of certain Common Stock Purchasers, to subscribe for
a proportional share of future equity issuances by Holding; (iii) under certain
circumstances and in the case  of  International  or CVCA, to cause the initial
public offering of equity securities of Holding or a sale of Holding subsequent
to the fifth anniversary of the closing of the 1996  Transaction and (iv) under
certain  circumstances  and  in  the  case  of a majority in  interest  of  the
institutional  holders,  to  cause  the  initial  public   offering  of  equity
securities of Holding or a sale of Holding subsequent to the  sixth anniversary
of the closing of the 1996 Transaction.  Provisions under the New  Stockholders
Agreement  also  (i)  prohibit Holding from taking certain actions without  the
consent  of holders of a  majority  of  voting  stock  held  by  CVCA  and  the
institutional holders other than International (or, following the occurrence of
certain  events,   International's  consent),  including  certain  transactions
between Holding and  any subsidiary, on the one hand, and First Atlantic or any
of its affiliates, on  the other hand; (ii) obligate Holding to provide certain
Common Stock Purchasers  with financial and other information regarding Holding
and to provide access and inspection rights to all Common Stock Purchasers; and
(iii) restrict transfers of  equity  by the Common Stock Purchasers, subject to
certain  exceptions  (including for transfers  of  up  to  10%  of  the  equity
(including warrants to  purchase equity) held by each Common Stock Purchaser on
the date of the New Stockholders  Agreement).  Pursuant to the New Stockholders
Agreement, under certain circumstances  the  Preferred  Stock  Purchasers  (and
their  transferees) have tag-along rights with respect to the 1996 Warrants and
the Holding  Common  Stock  issuable upon exercise of the 1996 Warrants.  Under
specified circumstances and subject  to certain exceptions, the Preferred Stock
Purchasers (and their transferees) are  entitled to include a pro rata share of
their  Preferred Stock in a transaction (or  series  of  related  transactions)
involving the transfer by International, CVCA and the Institutional Holders (as
defined  in  the  New Stockholders Agreement) of more than 50% of the aggregate
amount of securities held by them immediately following the closing of the 1996
Transaction.

  The New Stockholders  Agreement  grants  registration  rights,  under certain
circumstances  and  subject  to  specified  conditions,  to  the  Common  Stock
Purchasers.  International and CVCA each have the right, on three occasions, to
demand  registration,  at  Holding's expense, of their shares of Holding Common
Stock.   Under  certain  circumstances,   a   majority   in   interest  of  the
institutional holders (excluding International and CVCA) have the right, on one
occasion,  to  demand  registration, at Holding's expense, of their  shares  of
Holding Common Stock.  The  New Stockholders Agreement provides that if Holding
proposes to register any of its  securities,  either for its own account or for
the  account of other stockholders, Holding will  be  required  to  notify  all
Common  Stock  Purchasers  and  to  include  in such registration the shares of
Holding Common Stock requested to be included  by  them.  All shares of Holding
Common Stock owned by the Common Stock Purchasers requested to be included in a
registration  will  be  subject  to  cutbacks  under certain  circumstances  in
connection with an underwritten public offering.

  The  provisions of the New Stockholders Agreement  regarding  voting  rights,
negative covenants, information/inspection rights, the right to force a sale of
Holding,  preemptive  rights and transfer restrictions generally will expire on
the earlier to occur of  (i)  the  later  of  (A)  the fifth anniversary of the
closing of the 1996 Transaction if an underwritten public  offering  of  equity
securities  of  Holding  resulting  in gross proceeds of at least $20.0 million
occurs  prior  to  such  fifth anniversary  and  (B)  the  occurrence  of  such
underwritten public offering  that  occurs subsequent to such fifth anniversary
of the closing of the 1996 Transaction;  (ii)  the twentieth anniversary of the
closing of the 1996 Transaction; and (iii) a sale of Holding.  In addition, the
New  Stockholders Agreement provides that certain  rights  of  a  Common  Stock
Purchaser  (to  the extent such rights apply to such Common Stock Purchaser) to
designate members  of  the  Board  of  Directors  of  Holding and/or to approve
certain actions by Holding will terminate if certain circumstances occur.

  Holding  is  also  party  to the Amended and Restated Stockholders  Agreement
dated   June  18,  1996  (the  "Management   Stockholders   Agreement"),   with
International  and all management shareholders including, among others, Messrs.
Imbler, Bell, Boots,  Kratochvil  and  Beeler  (collectively,  the  "Management
Stockholders").  The Management Stockholders Agreement contains provisions  (i)
limiting transfers of equity by the Management Stockholders; (ii) requiring the
Management  Stockholders  to  sell  their  shares  as  designated by Holding or
International upon the consummation of certain transactions; (iii) granting the
Management Stockholders certain rights of co-sale in connection  with  sales by
International;  (iv)  granting Holding rights to repurchase capital stock  from
the Management Stockholders  upon  the  occurrence  of  certain events; and (v)
requiring the Management Stockholders to offer shares to  Holding  prior to any
permitted transfer.

CHASE SECURITIES, INC.

  In  connection  with the 1996 Transaction, Chase Securities, an affiliate  of
CVCA and Messrs. Hofmann and Lori, who are members of the Board of Directors of
Holding and the Company,  received  a fee of $500,000 for arranging the sale of
$15.0  million  of  Holding's Common Stock  to  certain  of  the  Common  Stock
Purchasers and the sale  of  $15.0  million of Holding Preferred Stock to CVCA.
CMIHI, an affiliate of Chase Securities  and Messrs. Hofmann and Lori, received
approximately $13.6 million from the sale of equity interests of Holding in the
1996 Transaction.

LEGAL SERVICES

  Mr. Graev is the Chairman of the law firm  of  O'Sullivan  Graev  & Karabell,
LLP,  New  York,  New  York.   O'Sullivan  Graev & Karabell, LLP provides legal
services  to  the  Company  and  Holding in connection  with  certain  matters,
principally relating to transactional,  securities  law,  general corporate and
litigation matters.

TRANSACTIONS WITH AFFILIATES

  The  1996 Indenture, the New Stockholders Agreement, the 1994  Indenture  and
the Credit Facility restrict the Company's and its affiliates' ability to enter
into transactions  with  their  affiliates, including their officers, directors
and principal stockholders.




<PAGE>





                                    PART IV


ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

  (a) Documents Filed as Part of the Report

     1. FINANCIAL STATEMENTS

       The financial statements listed under Item 8 are filed as part of this
            report.

     2. FINANCIAL STATEMENT SCHEDULES

       The financial statement schedules listed under Item 8 are filed as part
            of this report.

       Schedules other than the above have been omitted because they are either
       not applicable or the required information has been disclosed in the
       financial statements or notes thereto.

     3. EXHIBITS

       The exhibits listed on the accompanying Exhibit Index are filed as part
                  of this report.

  (b) Reports on Form 8-K

       A report on Form 8-K/A was  filed  by  each  of  Berry  and  Holding  on
       November  14,  1997.   Under Item 7 on Form 8-K/A, Financial Statements,
       Pro Forma Financial Information  and  Exhibits,  Berry and Holding filed
       financial statements and pro forma financial information  related to the
       Venture Packaging Acquisition.







<PAGE>





                        REPORT OF INDEPENDENT AUDITORS


The Stockholders and Board of Directors
BPC Holding Corporation

We  have  audited  the accompanying consolidated balance sheets of BPC  Holding
Corporation and subsidiaries as of December 27, 1997 and December 28, 1996, and
the related consolidated  statements  of  operations,  changes in stockholders'
equity (deficit) and cash flows for each of the three years in the period ended
December 27, 1997.  Our audits also included the financial  statement schedules
listed  in the Index at Item 14(a).  These financial statements  and  schedules
are the responsibility  of  Holding's  management.   Our  responsibility  is to
express  an  opinion  on  these financial statements and schedules based on our
audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require  that  we  plan  and  perform  the audit to
obtain reasonable assurance about whether the financial statements are  free of
material  misstatement.  An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements.  An audit
also  includes  assessing   the  accounting  principles  used  and  significant
estimates made by management,  as  well  as  evaluating  the  overall financial
statement presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the consolidated financial position of BPC
Holding Corporation  and  subsidiaries  at  December  27, 1997 and December 28,
1996, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 27,  1997,  in  conformity
with  generally  accepted  accounting  principles.   Also, in our opinion,  the
related financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly  in all material respects
the information set forth therein.






                                                /S/ ERNST & YOUNG LLP



Indianapolis, Indiana
February 13, 1998







<PAGE>






                             BPC HOLDING CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
                                                            DECEMBER 27,    DECEMBER 28,
                                                               1997             1996
                                                           ------------     ------------ 
<S>                                                         <C>              <C>   
ASSETS
Current assets:
  Cash and cash equivalents                                   $  2,688         $ 10,192
  Accounts receivable (less allowance for doubtful
    accounts of $1,038 at December 27, 1997 and $618 at         28,385           17,642
    December 28, 1996
  Inventories:
    Finished goods                                              22,029            9,100
    Raw materials and supplies                                   7,429            4,507
                                                           ------------     ------------ 
                                                                29,458           13,607
  Prepaid expenses and other receivables                         1,834              957
  Income taxes recoverable                                       1,167              436
                                                           ------------     ------------ 
Total current assets                                            63,532           42,834

Assets held in trust                                            19,738           30,188
Property and equipment:
  Land                                                           5,811            4,598
  Buildings and improvements                                    33,891           18,290
  Machinery, equipment and tooling                             122,991           79,043
  Automobiles and trucks                                         1,241              639
  Construction in progress                                      10,357            3,476
                                                           ------------     ------------ 
                                                               174,291          106,046
  Less accumulated depreciation                                 66,073           50,382
                                                           ------------     ------------ 
                                                               108,218           55,664
Intangible assets:
  Deferred financing and origination fees, net                  10,849            9,912
    Covenants not to compete, net                                3,940               40
    Excess of cost over net assets acquired, net                30,303            4,273
    Deferred acquisition costs                                      13              527
                                                           ------------     ------------ 
                                                                45,105           14,752
Deferred income taxes                                            2,049            2,003
Other                                                              802              357
                                                           ------------     ------------ 
Total assets                                                  $239,444         $145,798
                                                           ============     ============ 
</TABLE>

<PAGE>

                             BPC HOLDING CORPORATION
                           CONSOLIDATED BALANCE SHEETS (CONTINUED)





<TABLE>
<CAPTION>
                                                           DECEMBER 27,     DECEMBER 28,
                                                               1997            1996
                                                           ------------     ------------ 
<S>                                                         <C>              <C>   
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                           $  16,732        $  12,877
  Accrued expenses and other liabilities                         7,162            4,676
  Accrued interest                                               3,612            3,286
  Employee compensation and payroll taxes                        7,489            5,230
  Income taxes                                                      55              117
  Current portion of long-term debt                              7,619              738
                                                           ------------     ------------ 
Total current liabilities                                       42,669           26,924

Long-term debt, less current portion                           298,716          215,308
Accrued dividends on preferred stock                             3,674            1,116
Other liabilities                                                3,360                -
                                                           ------------     ------------ 
                                                               348,419          243,348
Stockholders' equity (deficit):
  Class A Preferred Stock; 800,000 shares authorized;
    600,000 shares issued and outstanding (net of
    discount of $3,062 at December 27, 1997 and $3,355          11,509           11,216
    at December 28, 1996)
  Class B Preferred Stock; 200,000 shares authorized,            5,000                -
    issued and outstanding Class A Common Stock; 
    $.01 par value:
                                                           ------------     ------------ 
    Voting; 500,000 shares authorized; 91,000
    shares issued and outstanding                                    1                1
 
    Nonvoting; 500,000 shares authorized; 259,000
    shares issued and outstanding                                    3                3
  Class B Common Stock; $.01 par value:
    Voting; 500,000 shares authorized; 145,001 shares
    issued and outstanding                                           1                1
    Nonvoting; 500,000 shares authorized; 57,788
    shares issued and outstanding                                    1                1
  Class C Common Stock; $.01 par value:
    Nonvoting; 500,000 shares authorized; 16,981
    shares issued and outstanding                                    -                -
  Treasury stock:  239 shares                                      (22)             (22)
  Additional paid-in capital                                    49,374           51,681
  Warrants                                                       3,511            3,511
  Retained earnings (deficit)                                 (178,353)        (163,942)
                                                           ------------     ------------ 
Total stockholders' equity (deficit)                          (108,975)         (97,550)
                                                           ------------     ------------ 
Total liabilities and stockholders' equity (deficit)         $ 239,444        $ 145,798
                                                           ============     ============ 
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>  
                          BPC HOLDING CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED
                                                        ----------------------------------------------------------  
                                                          DECEMBER 27,         DECEMBER 28,         DECEMBER 30,
                                                             1997                 1996                  1995
                                                         ------------         ------------          ------------
<S>                                                       <C>                   <C>                   <C>
Net sales                                                   $226,953             $151,058              $140,681
Cost of goods sold                                           180,249              110,110               102,484
Gross margin                                                  46,704               40,948                38,197
Operating expenses:
  Selling                                                     11,320                6,950                 5,617
  General and administrative                                  11,505               13,769                 9,500
  Research and development                                     1,310                  858                   718
  Amortization of intangibles                                  2,226                  524                   968
  Other expense                                                4,144                1,578                   867
                                                         ------------         ------------          ------------
Operating income                                              16,199               17,269                20,527

Other expenses:
  Loss on disposal of property and equipment                     226                  302                   127
                                                         ------------         ------------          ------------
Income before interest and taxes                              15,973               16,967                20,400

Interest:
  Expense                                                    (32,237)             (21,364)              (14,031)
  Income                                                       1,991                1,289                   642
                                                         ------------         ------------          ------------
Income (loss) before income taxes                            (14,273)              (3,108)                7,011
Income taxes                                                     138                  239                   678
                                                         ------------         ------------          ------------
Net income (loss)                                            (14,411)              (3,347)                6,333
                                                         ------------         ------------          ------------

Preferred stock dividends                                     (2,558)              (1,116)                    -
                                                         ------------         ------------          ------------
Net income (loss) attributable to common shareholders     $  (16,969)           $  (4,463)             $  6,333
                                                         ============         ============          ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>

                                BPC HOLDING CORPORATION
       CONSOLIDATED STATEMENTS  OF  CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                (IN THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>   
                                    COMMON STOCK     PREFERRED
                                                       STOCK
                                 ----------------- --------------         ADDITIONAL           DEFERRED    RETAINED
                                 CLASS CLASS CLASS   CLASS CLASS TREASURY   PAID-IN              COST-     EARNINGS
                                    A     B     C      A     B     STOCK    CAPITAL  WARRANTS RESTRICTED   (DEFICIT)    TOTAL
                                 ----- ----- ----- ------- ------ ------- ---------- -------- -----------  ---------- ----------
<S>                              <C>   <C>   <C>   <C>     <C>     <C>     <C>       <C>        <C>         <C>        <C>
Balance at January 1, 1995(1)    $ -   $ -   $ -   $    -  $   -   $ (58)  $  871    $ 4,124    $  (22)     $(43,753)  $(38,838)
Net income                         -     -     -        -      -       -        -          -         -         6,333      6,333
Amortization of deferred 
cost-restricted stock              -     -     -        -      -       -        -          -        22             -         22
Market value adjustment
  - warrants                       -     -     -        -      -       -       90        (90)        -             -          -
Purchase vested options
  from management                  -     -     -        -      -       -        -         (1)        -             -         (1)
                                 ----- ----- ----- ------- ----- -------- ---------- -------- -----------  ---------- ----------
Balance at December 30, 1995(1)    -     -     -        -      -     (58)     960      4,034         -       (37,420)   (32,484)

Net loss                           -     -     -        -      -       -        -          -         -        (3,347)    (3,347)
Market value adjustment 
  - warrants                       -     -     -        -      -       -   (1,145)     9,399         -        (8,254)         -
Exercise of stock options          -     -     -        -      -       -    1,130          -         -             -      1,130
Distribution on sale of 
  equity interests                 -     -     -        -      -      58   (1,424)   (13,433)        -      (114,921)  (129,720)
Proceeds from newly issued
  equity                           4     2     -   14,571      -       -   52,797          -         -             -     67,374
Payment of deferred 
  compensation                     -     -     -        -      -       -      479          -         -             -        479
Issuance of private warrants       -     -     -   (3,511)     -       -        -      3,511         -             -          -
Accrued dividends on preferred
   stock                           -     -     -        -      -       -   (1,116)         -         -             -     (1,116)
Amortization of preferred
  stock discount                   -     -     -      156      -       -        -          -         -             -        156
Purchase treasury stock
  from management                  -     -     -        -      -     (22)       -          -         -             -        (22)
                                 ----- ----- ----- ------- ------ ------- ---------- -------- -----------  ---------- ----------
Balance at December 28, 1996       4     2     -   11,216      -     (22)  51,681      3,511         -      (163,942)   (97,550)

Net loss                           -     -     -        -      -       -        -          -         -       (14,411)   (14,411)
Sale of stock to management        -     -     -        -      -       -      325          -         -             -        325
Issuance of preferred stock        -     -     -        -  5,000       -        -          -         -             -      5,000
Accrued dividends on preferred
  stock                            -     -     -        -      -       -   (2,558)         -         -             -     (2,558)
Amortization of preferred
  stock discount                   -     -     -      293      -       -      (74)         -         -             -        219
                                 ----- ----- ----- ------- ------ ------- ---------- -------- -----------  ---------- ----------
Balance at December 27, 1997      $4    $2    $-  $11,500  $5,000   $(22) $49,374          -         -     $(178,353) $(108,975) 
                                 ===== ===== ===== ======= ====== ======= ========== ======== ===========  ========== ==========
</TABLE>
{
(1)}  Old  Class A and Class B Common Stock was redeemed in connection with the
1996 Transaction (see Note 9).

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>
                             BPC HOLDING CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED
                                                        --------------------------------------------------------  
                                                         DECEMBER 27,         DECEMBER 28,           DECEMBER 30,
                                                             1997                 1996                  1995
                                                         ------------         ------------          ------------
<S>                                                      <C>                  <C>                   <C> 
OPERATING ACTIVITIES
Net income (loss)                                        $   (14,411)          $   (3,347)           $    6,333
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
      Depreciation                                            16,800               10,807                 8,568
      Non-cash interest expense                                2,005                1,212                   950
      Amortization                                             2,226                  524                   968
      Interest funded by assets held in trust                 11,255                5,412                     -
      Non-cash compensation                                        -                  358                  (215)
      Write-off of deferred acquisition costs                    515                    -                   390
      Loss on sale of property and equipment                     226                  302                   127
      Deferred income taxes                                        -                   53                  (964)
        Changes in operating assets and
           liabilities:
           Accounts receivable, net                           (2,290)              (1,716)               (1,989)
           Inventories                                         2,767               (1,710)                  926
           Prepaid expenses and other                           (137)                 520                  (964)
             receivables
           Other assets                                         (225)                  (5)                  (14)
           Accounts payable and accrued expenses              (4,516)               1,899                (1,000)
           Income taxes payable                                  (61)                 117                  (147)
                                                         ------------         ------------          ------------
Net cash provided by operating activities                     14,154               14,426                12,969

INVESTING ACTIVITIES
Additions to property and equipment                          (16,774)             (13,581)              (11,247)
Proceeds from disposal of property and equipment               1,078                   94                    20
Acquisitions of businesses                                   (86,406)              (1,152)              (14,158)
                                                         ------------         ------------          ------------
Net cash used for investing activities                      (102,102)             (14,639)              (25,385)

FINANCING ACTIVITIES
Proceeds from long-term borrowings                            85,703              105,000                     -
Payments on long-term borrowings                              (2,584)                (500)                 (500)
Payments on capital lease                                       (237)                (217)                 (198)
Reclassification of cash held for acquisition                      -                    -                12,000
Exercise of management stock options                               -                1,130                     -
Proceeds from issuance of common stock                           325               52,797                     -
Proceeds from issuance of preferred stock
  and warrants                                                     -                    -                14,571
Rollover investments and share repurchases                         -             (125,219)                    -
Assets held in trust                                               -              (35,600)                    -
Net payments to public warrant holders                             -               (4,502)                    -
Debt issuance costs                                           (2,763)              (5,090)                 (178)
                                                         ------------         ------------          ------------
Net cash provided by financing activities                     80,444                2,370                11,124
                                                         ------------         ------------          ------------

Net increase(decrease)in cash and cash equivalents            (7,504)               2,157                (1,292)
Cash and cash equivalents at beginning of year                10,192                8,035                 9,327
                                                         ------------         ------------          ------------

Cash and cash equivalents at end of year                    $  2,688            $  10,192              $  8,035
                                                         ============         ============          ============
</TABLE>




SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>
                            BPC HOLDING CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (IN THOUSANDS OF DOLLARS, EXCEPT AS OTHERWISE NOTED)


NOTE 1. ORGANIZATION

BPC Holding  Corporation  ("Holding"),  through its subsidiaries Berry Plastics
Corporation ("Berry" or the "Company"), Berry  Iowa Corporation ("Berry Iowa"),
Berry  Sterling  Corporation  ("Berry  Sterling"), Berry  Tri-Plas  Corporation
("Berry  Tri-Plas"),  Berry  Plastics  Design   Corporation  ("Berry  Design"),
PackerWare Corporation ("PackerWare"), and Venture  Packaging,  Inc.  ("Venture
Packaging")  and  its  subsidiaries Venture Packaging Midwest, Inc. and Venture
Packaging Southeast, Inc.,  manufactures and markets plastic packaging products
through its facilities located  in Evansville, Indiana; Henderson, Nevada; Iowa
Falls, Iowa; Charlotte, North Carolina;  York, Pennsylvania; Suffolk, Virginia;
Anderson, South Carolina; Monroeville, Ohio; and Lawrence, Kansas.

On September 16, 1996, Berry announced the  consolidation  of  its  Winchester,
Virginia  facility  with  other  Company locations, including Charlotte,  North
Carolina; Evansville, Indiana; and  Iowa  Falls, Iowa.  In conjunction with the
PackerWare acquisition in January 1997 (see  Note 3), the Company also acquired
a manufacturing facility in Reno, Nevada.  This  facility  was  closed in 1997,
and its operations were consolidated into the Henderson, Nevada facility.

Holding's fiscal year is a 52/53 week period ending generally on  the  Saturday
closest  to  December  31.   All references herein to "1997," "1996" and "1995"
relate to the fiscal years ended  December  27,  1997,  December  28, 1996, and
December 30, 1995, respectively.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION AND BUSINESS

The consolidated financial statements include the accounts of Holding  and  its
subsidiaries   all  of  which  are  wholly-owned.   Intercompany  accounts  and
transactions have  been  eliminated  in  consolidation.   Holding,  through its
wholly-owned subsidiaries, operates in one industry segment.  The Company  is a
domestic   manufacturer   and   marketer   of  plastic  packaging,  with  sales
concentrated  in  four product groups within this  market:   aerosol  overcaps,
rigid open-top containers,  plastic drink cups, and housewares/lawn and garden.
The Company's customers are located  principally  throughout the United States,
without significant concentration in any one region  or  any  one customer. The
Company  performs  periodic  credit  evaluations  of  its customers'  financial
condition and generally does not require collateral.

Purchases of various densities of plastic resin used in  the manufacture of the
Company's  products  aggregated  approximately $68 million in  1997  (excluding
specialty  resins).  Dow  Chemical  Corporation   is   the  principal  supplier
(approximately  56%) of the Company's total resin material  requirements.   The
Company also uses  other suppliers such as Union Carbide, Chevron, Phillips and
Equistar (formerly Lyondell  and  Millennium)  to  meet its resin requirements.
The  Company  does  not  anticipate  any material difficulty  in  obtaining  an
uninterrupted supply of raw materials at competitive prices in the near future.
However, should a significant shortage of the supply of resin occur, changes in
both the price and availability of the  principal  raw  material  used  in  the
manufacture  of  the  Company's  products  could  occur and result in financial
disruption to the Company.

The  Company  is subject to existing and potential federal,  state,  local  and
foreign legislation  designed  to  reduce  solid waste in landfills.  While the
principal resins used by the Company are recyclable  and, therefore, reduce the
Company's  exposure  to  legislation  promulgated  to date,  there  can  be  no
assurance that future legislation or regulatory initiatives  would  not  have a
material adverse effect on the Company.  Legislation, if promulgated, requiring
plastics  to  be  degradable in landfills or to have minimum levels of recycled
content would have  a  significant  impact  on  the Company's business as would
legislation  providing  for  disposal  fees  or limiting  the  use  of  plastic
products.

CASH AND CASH EQUIVALENTS

All highly liquid investments with a maturity  of  three  months or less at the
date of purchase are considered to be cash equivalents.

INVENTORIES

Inventories  are valued at the lower of cost (first in, first  out  method)  or
market.

PROPERTY AND EQUIPMENT

Property and equipment  are stated at cost.  Depreciation is computed primarily
by the straight-line method  over  the  estimated  useful  lives  of the assets
ranging from three to 25 years.

INTANGIBLE ASSETS

Origination  fees  relating  to  the  1994  Notes  and  1996 Notes and deferred
financing  fees  are being amortized using the straight-line  method  over  the
lives of the respective debt agreements.

The costs in excess  of net assets acquired represent the excess purchase price
over the fair value of  the  net assets acquired in the original acquisition of
Berry Plastics and subsequent  acquisitions.   These  costs are being amortized
over a range of 15 to 20 years.

Covenants  not  to  compete  relating to agreements made with  certain  selling
shareholders of acquired companies are being amortized over the respective life
of the agreement.

Holding periodically evaluates  the  value of intangible assets to determine if
an  impairment has occurred.  This evaluation  is  based  on  various  analyses
including reviewing anticipated cash flows.

USE OF ESTIMATES

The preparation  of  financial statements in conformity with generally accepted
accounting principles  requires  management  to  make estimates and assumptions
that affect the amounts reported in the financial  statements  and accompanying
notes.  Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain   amounts   on  the  1996  and  1995  financial  statements  have  been
reclassified to conform with the 1997 presentation.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB  issued  Statement of Financial Accounting Standards No.
130, REPORTING COMPREHENSIVE INCOME, and No. 131, DISCLOSURES ABOUT SEGMENTS OF
AN  ENTERPRISE  AND  RELATED  INFORMATION.   The  Statements  will  affect  the
disclosure requirement for financial statements beginning in 1998.  The Company
expects that the new reporting requirements will have no material effect on its
financial position or results of operations.

NOTE 3. ACQUISITIONS

On March 10, 1995, the Company  acquired  through  its newly-formed subsidiary,
Berry Sterling Corporation, substantially all of the assets and assumed certain
liabilities of Sterling Products, Inc. for a purchase  price  of  $7.3  million
(the "Sterling Acquisition").  The operations of Berry Sterling Corporation are
included  in  the  Company's  operations  since  the acquisition date using the
purchase method of accounting.

On December 21, 1995, the Company acquired substantially  all of the assets and
assumed certain liabilities of Tri-Plas, Inc. through its subsidiary Berry Tri-
Plas Corporation (formerly Berry-CPI Corporation) for $6.6  million  (the "Tri-
Plas  Acquisition").   The  operations  of  Berry Tri-Plas are included in  the
Company's operations since the acquisition date  using  the  purchase method of
accounting.

On  January  17, 1997, the Company acquired certain assets and assumed  certain
liabilities of  Container Industries, Inc. ("Container Industries") of Pacoima,
California for $2.9  million.   The purchase was funded out of operating funds.
The operations of Container Industries are included in the Company's operations
since the acquisition date using the purchase method of accounting.

On January 21, 1997, the Company  acquired  the outstanding stock of PackerWare
Corporation, a Kansas corporation, for aggregate consideration of approximately
$28.1   million  and  merged  PackerWare  with  a  newly-formed,   wholly-owned
subsidiary  of  the  Company (with PackerWare being the surviving corporation).
The purchase was primarily  financed  through the Credit Facility (see Note 5).
The operations of PackerWare are included in the Company's operations since the
acquisition date using the purchase method of accounting.

On May 13, 1997, Berry Design, a newly-formed  wholly-owned  subsidiary  of the
Company,   acquired  substantially  all  of  the  assets  and  assumed  certain
liabilities   of  Virginia  Design  Packaging  Corp.  ("Virginia  Design")  for
approximately $11.1  million.   The  purchase  was  financed through the Credit
Facility  (see Note 5).  The operations of Berry Design  are  included  in  the
Company's operations  since  the  acquisition date using the purchase method of
accounting.

On  August  29, 1997, the Company acquired  the  outstanding  common  stock  of
Venture Packaging  for  aggregate  consideration  of  $43.7  million and merged
Venture Packaging with a newly formed subsidiary of the Company  (with  Venture
Packaging  being  the  surviving  corporation).   The  purchase  was  primarily
financed  through  the  Credit  Facility (see Note 5).  Additionally, preferred
stock  and warrants were issued to  certain  selling  shareholders  of  Venture
Packaging  (see  Note  9).  The operations of Venture Packaging are included in
the Company's operations  since  the acquisition date using the purchase method
of accounting.

The  pro  forma  results  listed  below  are  unaudited  and  reflect  purchase
accounting  adjustments assuming the  Sterling  Acquisition  and  the  Tri-Plas
Acquisition  occurred  on  January  1,  1995;  and  the  Container  Industries,
PackerWare, Virginia  Design, and Venture acquisitions occurred on December 31,
1995.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED
                                ---------------------------------------------------------------------------   
                                  DECEMBER 27, 1997           DECEMBER 28, 1996          DECEMBER 30, 1995
                                --------------------         -------------------        -------------------
<S>                                  <C>                          <C>                        <C>
Net sales                            $ 261,531                    $ 257,098                  $ 157,263
Income (loss)before income taxes       (17,699)                      (9,932)                     4,274
Net income (loss)                      (17,837)                     (10,171)                     3,859
</TABLE>

The  pro  forma  financial  information is presented for informational purposes
only and is not necessarily indicative of the operating results that would have
occurred had the acquisitions  been consummated at the above date, nor are they
necessarily indicative of future  operating  results.  Further, the information
gathered on the acquired companies is based upon  unaudited  internal financial
information  and  reflects  only pro forma adjustments for additional  interest
expense and amortization of the  excess  of  the  cost  over the underlying net
assets acquired, net of the applicable income tax effect.

<PAGE>

NOTE 4. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                         DECEMBER 27,                  DECEMBER 28,
                                                            1997                         1996
                                                        --------------                --------------   
<S>                                                        <C>                           <C>
     Deferred financing and origination fees               $ 14,578                      $ 12,593
     Covenants not to compete                                 4,598                           100
     Excess of cost over net assets acquired                 32,464                         5,029
     Deferred acquisition costs                                  13                           527
     Accumulated amortization                                (6,548)                       (3,497)
                                                        --------------                --------------
                                                           $ 45,105                      $ 14,752
                                                        ==============                ==============
</TABLE>


 Excess of cost over net assets acquired increased due to the acquisitions of
PackerWare, Container Industries, Virginia Design, and Venture Packaging to the
 extent the purchase price exceeded the fair value of the net assets acquired.
  The increase in covenants not to compete represents agreements entered into
     with certain selling shareholders of the acquired companies in 1997.

                            NOTE 5. LONG-TERM DEBT

                   Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                         DECEMBER 27,                  DECEMBER 28,
                                                            1997                         1996
                                                        --------------                --------------   
<S>                                                        <C>                           <C>
Holding 12.50% Senior Secured Notes                        $105,000                      $105,000
Berry 12.25% Senior Subordinated Notes                      100,000                       100,000
Term loans                                                   58,300                             -
Revolving line of credit                                     25,654                             -
Nevada Industrial Revenue Bonds                               5,000                         5,500
Iowa Industrial Revenue Bonds                                 5,400                         5,400
South Carolina Industrial Development Bonds                   6,985                             -
Capital lease obligation payable through December               547                           785
1999
Debt discount                                                  (551)                         (639)
                                                        --------------                --------------   
                                                             306,335                      216,046
Less current portion of long-term debt                         7,619                          738
                                                        --------------                --------------   
                                                            $298,716                     $215,308
                                                        ==============                ==============   
</TABLE>

HOLDING 12.50% SENIOR SECURED NOTES

On June 18, 1996, Holding, as part of a recapitalization  (see  Note 9), issued
12.50%  Senior  Secured Notes due 2006 (the "1996 Offering") for net  proceeds,
after  expenses, of  approximately  $100.2  million  (or  $64.6  million  after
deducting  the  amount  of  such  net  proceeds  used  to  purchase  marketable
securities  available for payment of interest on the notes).  These notes  were
exchanged in October 1996 for the 12.50% Series B Senior Secured Notes due 2006
(the "1996 Notes").   Interest is payable semi-annually on June 15 and December
15 of each year.  In addition,  from  December  15,  1999  until June 15, 2001,
Holding  may, at its option, pay interest, at an increased rate  of  0.75%  per
annum, in additional 1996 Notes valued at 100% of the principal amount thereof.

In connection  with  the  1996 Notes, $35.6 million was placed in escrow, which
has been invested in U.S. government  securities,  to pay three years' interest
on the notes.  Pending disbursement, the trustee will  have  a  first  priority
lien  on  the  escrow account for the benefit of the holders of the 1996 Notes.
Funds may be disbursed from the escrow account only to pay interest on the 1996
Notes and, upon  certain  repurchases  or  redemptions  of  the  notes,  to pay
principal  of  and premium, if any, thereon.  The balance in the escrow account
as of December 27, 1997 is $18.9 million.

The 1996 Notes rank  senior  in  right  of  payment  to all existing and future
subordinated   indebtedness   of  Holding,  including  Holding's   subordinated
guarantee of the 1994 Notes (as defined hereinafter) and PARI PASSU in right of
payment  with  all  senior  indebtedness   of  Holding.   The  1996  Notes  are
effectively  subordinated to all existing and  future  senior  indebtedness  of
Berry, including  borrowings  under  the  Credit  Facility, the Nevada and Iowa
Industrial Revenue Bonds, and the South Carolina Industrial Development Bonds.

BERRY 12.25% SENIOR SUBORDINATED NOTES

On April 21, 1994, Berry completed an offering of 100,000  units  consisting of
$100.0 million aggregate principal amount of 12.25% Berry Plastics  Corporation
Senior Subordinated Notes, due 2004 (the "1994 Notes") and 100,000 warrants  to
purchase   1.13237   shares   of  Class  A  Common  Stock,  $.00005  par  value
(collectively the "1994 Transaction"),  of  Holding.   The 1994 Notes mature on
April 15, 2004 and interest is payable semi-annually on October 15 and April 15
of  each  year  and  commenced  on  October  15,  1994.   The  1994  Notes  are
unconditionally guaranteed on a senior subordinated basis by Holding and all of
Berry's  subsidiaries.  The net proceeds to Berry from the sale of  the  notes,
after expenses, were $93.0 million.

Berry is not  required  to  make  mandatory redemption or sinking fund payments
with respect to the 1994 Notes.  Subsequent  to  April 15, 1999, the 1994 Notes
may  be redeemed at the option of Berry, in whole or  in  part,  at  redemption
prices  ranging  from  106.125% in 1999 to 100% in 2002 and thereafter.  Upon a
change in control, as defined  in the indenture entered into in connection with
the 1994 Transaction (the "1994 Indenture"), each holder of notes will have the
right to require Berry to repurchase  all or any part of such holder's notes at
a repurchase price in cash equal to 101%  of  the  aggregate  principal  amount
thereof plus accrued interest.

The  1994  Notes  rank  PARI  PASSU  with  or senior in right of payment to all
existing and future subordinated indebtedness  of Berry.  The notes rank junior
in right of payment to all existing and future senior  indebtedness  of  Berry,
including  borrowings under the Credit Facility, the Nevada and Iowa Industrial
Revenue Bonds, and the South Carolina Industrial Development Bonds.

The 1994 Indenture  contains certain covenants which, among other things, limit
Berry and its subsidiaries'  ability to incur debt, merge or consolidate, sell,
lease or transfer assets, make  dividend  payments  and  engage in transactions
with affiliates.

CREDIT FACILITY

Concurrent  with  the  PackerWare  acquisition,  the  Company  entered  into  a
financing  and security agreement (the "Security Agreement") with  NationsBank,
N.A. for a senior  secured  line  of credit in an aggregate principal amount of
$60.0 million (the "Credit Facility").   As  a  result  of  the  acquisition of
assets of Virginia Design and the acquisition of Venture Packaging,  the Credit
Facility  was amended and increased to $127.2 million.  The indebtedness  under
the Credit  Facility  is  guaranteed by Holding and the Company's subsidiaries.
The Credit Facility replaced  the facility previously provided by Fleet Capital
Corporation.

The Credit Facility provides the  Company  with a $50 million revolving line of
credit, subject to a borrowing base formula, a $58.3 million term loan facility
and a $18.9 million standby letter of credit  facility to support the Company's
and its subsidiaries' obligations under the Nevada  and Iowa Industrial Revenue
Bonds  and  the  South  Carolina  Industrial  Development Bonds.   The  Company
borrowed  all amounts available under the term loan  facility  to  finance  the
PackerWare,  Virginia  Design  and Venture Packaging acquisitions.  At December
27, 1997, the Company had unused borrowing capacity under the Credit Facility's
borrowing base with respect to the  revolving  line  of credit of approximately
$12.5 million.

The Credit Facility matures on January 21, 2002 unless previously terminated by
the  Company  or  by the lenders upon an Event of Default  as  defined  in  the
Security  Agreement.   The  term  loan  facility  requires  periodic  quarterly
payments, varying  in  amount,  beginning  in  1998 through the maturity of the
facility.  Interest on borrowings on the Credit  Facility  will be based on the
lender's base rate plus .5% or LIBOR plus 2.0%, at the Company's option.

The  Credit  Facility  contains  various covenants which include,  among  other
things: (i) maintenance of certain financial ratios and compliance with certain
financial tests and limitations, (ii) limitations on the issuance of additional
indebtedness, and (iii) limitations on capital expenditures.

NEVADA INDUSTRIAL REVENUE BONDS

The Nevada Industrial Revenue Bonds  bear  interest at a variable rate (4.6% at
December 27, 1997 and December 28, 1996), require  annual principal payments of
$0.5 million on April 1, are collateralized by irrevocable  letters  of  credit
issued by NationsBank under the Credit Facility and mature in April 2007.

IOWA INDUSTRIAL REVENUE BONDS

The  Iowa  Industrial  Revenue Bonds bear interest at a variable rate (4.4% and
4.0% at December 27, 1997  and  December  28,  1996,  respectively), require no
periodic  principal  payments,  are  collateralized by irrevocable  letters  of
credit issued by NationsBank under the  Credit  Facility  and  mature in August
1998.  The Company plans to refinance these bonds through a term loan under the
Credit Facility.

SOUTH CAROLINA INDUSTRIAL DEVELOPMENT BONDS

The South Carolina Industrial Bonds bear interest at a variable  rate  (4.3% at
December  27, 1997), require semi-annual principal payments of $0.3 million  on
April 1 and  October  1  with a final balloon payment of $0.9 on April 1, 2010,
and are collateralized by  irrevocable  letters of credit issued by NationsBank
under the Credit Facility.

OTHER

Future  maturities  of  long-term  debt are as  follows:  1998,  $7,619;  1999,
$17,643; 2000, $13,875; 2001, $13,510; 2002, $43,104 and $211,135 thereafter.

Interest  paid  was $29,927, $19,744 and  $13,432  for  1997,  1996  and  1995,
respectively.  Interest  capitalized was $341, $225 and $350 for 1997, 1996 and
1995, respectively.

NOTE 6. LEASE AND OTHER COMMITMENTS

Certain property and equipment  are  leased using capital and operating leases.
Capitalized lease property consisted of  manufacturing equipment with a cost of
$1,661 and related accumulated amortization  of  $831  and $664 at December 27,
1997  and  December  28,  1996,  respectively.  Capital lease  amortization  is
included in depreciation expense.   Total  rental  expense for operating leases
was  approximately  $3,332,  $2,344,  and  $1,515  for 1997,  1996,  and  1995,
respectively.
<PAGE>

Future minimum lease payments for capital leases and  noncancellable  operating
leases with initial terms in excess of one year are as follows:

<TABLE>
<CAPTION>
                                                              AT DECEMBER 28, 1997
                                                       --------------------------------------
                                                       CAPITAL LEASES        OPERATING LEASES
                                                       --------------        ----------------
<S>                                                        <C>                   <C>
     1998                                                  $ 301                 $ 4,041
     1999                                                    301                   3,064
     2000                                                      -                   2,824
     2001                                                      -                   2,696
     2002                                                      -                   1,987
     Thereafter                                                -                   1,921
                                                       --------------        ----------------
                                                             602                $ 16,533
                                                                             ================
     Less:  amount representing interest                      55
                                                       --------------

     Present value of net minimum lease payments          $  547
                                                       ============== 
</TABLE>

NOTE 7. INCOME TAXES

Deferred  income  taxes  reflect the net tax effects of  temporary  differences
between the carrying amounts  of assets and liabilities for financial reporting
purposes and the amounts used for  income tax purposes.  Significant components
of deferred tax liabilities and assets  at  December  27, 1997 and December 28,
1996 are as follows:

<TABLE>
<CAPTION>
                                                         DECEMBER 27,          DECEMBER 28,
                                                             1997                 1996
                                                         ------------         ------------
<S>                                                        <C>                  <C>
Deferred tax liabilities:
  Tax over book depreciation                               $ 11,073             $ 2,316
  Other                                                           -                 104
                                                         ------------         ------------
    Total deferred tax liabilities                           11,073               2,420

Deferred tax assets:
  Allowance for doubtful accounts                               590                 331
  Inventory                                                   1,391                 350
  Compensation and benefit accruals                           1,198                 719
  Insurance reserves                                            338                 207
  Net operating loss carryforwards                            8,372               1,916
  Alternative minimum tax (AMT) credit                        2,049               2,003
      carryforwards
                                                         ------------         ------------
      Total deferred tax assets                              13,938               5,526
                                                         ------------         ------------
                                                              2,865               3,106
Valuation allowance for net deferred tax assets                (816)             (1,103)
                                                         ------------         ------------
Net deferred tax assets                                     $ 2,049             $ 2,003
                                                         ============         ============
</TABLE>

<PAGE>


Income tax expense consists of the following:

<TABLE>
<CAPTION>
                                              DECEMBER 27,  DECEMBER 28,   DECEMBER 30,
                                                 1997          1996           1995         
                                             ------------   ------------   ------------
<S>                                           <C>            <C>            <C>
Current
  Federal                                     $    -         $    -         $ 1,404
  State                                          138            186             237
Deferred
  Federal                                          -             69            (900)
  State                                            -            (16)            (63)
                                             ------------   ------------   ------------
Income tax expense                            $  138         $  239         $   678
                                             ============   ============   ============
</TABLE>


Holding has unused operating loss carryforwards of approximately $21.7 million
for federal income tax purposes which begin to expire in 2010.  AMT credit
carryforwards are available to Holding indefinitely to reduce future years'
federal income taxes.  A tax sharing agreement is in place that allows Holding
to make losses available to Berry.

Income taxes paid during 1997, 1996 and 1995 approximated $47, $528, and
$2,001, respectively.

A reconciliation of income tax expense, computed at the federal statutory rate,
to income tax expense, as provided for in the financial statements, is as
follows:

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                              DECEMBER 27,  DECEMBER 28,   DECEMBER 30,
                                                 1997          1996           1995         
                                             ------------   ------------   ------------
<S>                                           <C>            <C>            <C>
Federal income tax expense (benefit)
  at statutory rate                           $(4,853)       $(1,057)       $2,384
State income tax expense, net of                  138            112           115
  federal benefit
Amortization of goodwill                          285              -             -
Expenses not deductible for income tax            219             51            19
  purposes
Change in valuation allowance for net
  deferred tax assets                           4,298          1,103        (1,869)
Other                                              51             30            29
                                             ------------   ------------   ------------
Income tax expense                            $   138        $   239        $  678
                                             ============   ============   ============
</TABLE>

NOTE 8. EMPLOYEE RETIREMENT PLANS

Berry   sponsors   a  defined  contribution  401(k)  retirement  plan  covering
substantially all employees.   Contributions  are  based  upon  a  fixed dollar
amount  for employees who participate and percentages of employee contributions
at specified  thresholds.  Contribution expense for this plan was approximately
$629, $531, and $384 for 1997, 1996 and 1995, respectively.

NOTE 9. STOCKHOLDERS' EQUITY

COMMON STOCK

On June 18, 1996,  Holding  consummated  the  transaction  described below (the
"1996   Transaction").    BPC   Mergerco,  Inc.  ("Mergerco"),  a  wholly-owned
subsidiary of Holding, was organized  by Atlantic Equity Partners International
II, L.P. ("International"), Chase Venture  Capital  Associates,  L.P. ("CVCA"),
and  certain  other  institutional  investors  to effect the acquisition  of  a
majority of the outstanding capital stock of Holding.  Pursuant to the terms of
a  Common  Stock  Purchase  Agreement  dated  as  of  June  12,  1996  each  of
International,  CVCA  and  certain  other  equity  investors (collectively  the
"Common Stock Purchasers") subscribed for shares of  common  stock of Mergerco.
In  addition,  pursuant  to  the terms of a Preferred Stock Purchase  Agreement
dated as of June 12, 1996 (the  "Preferred Stock Purchase Agreement"), CVCA and
an  additional  institutional  investor   (the  "Preferred  Stock  Purchasers")
purchased shares of preferred stock of Mergerco  (the  "Preferred  Stock")  and
warrants  (the "1996 Warrants") to purchase shares of common stock of Mergerco.
Immediately after the purchase of the common stock, the preferred stock and the
1996 Warrants  of  Mergerco,  Mergerco  merged  (the  "Merger")  with  and into
Holding, with Holding being the surviving corporation. Upon the consummation of
the  Merger:  each  share  of  the Class A Common Stock, $.00005 par value, and
Class B Common Stock, $.00005 par  value, of Holding and certain privately-held
warrants exercisable for such Class  A  and Class B Common Stock were converted
into the right to receive cash equal to the  purchase  price  per share for the
common stock into which such warrants were exercisable less the  amount  of the
nominal  exercise  price  therefor,  and  all  other classes of common stock of
Holding, a majority of which was held by certain  members  of  management, were
converted  into  shares  of  common  stock  of  the  surviving corporation.  In
addition, upon the consummation of the Merger, the holders of the warrants (the
"1994  Warrants")  to purchase capital stock of Holding  that  were  issued  in
connection with the  1994  Transaction became entitled to receive cash equal to
the purchase price per share for the common stock into which such warrants were
exercisable less the amount  of  the  exercise price therefor.  Additionally, a
$2,762 bonus was paid to management employees  who  held unvested stock options
at  the  time of the 1994 Transaction which is included  in  1996  general  and
administrative expenses.

The authorized capital stock of Holding consists of 3,500,000 shares of capital
stock, including 2,500,000 shares of Common Stock, $.01 par value (the "Holding
Common Stock").   Of  the  2,500,000  shares  of  Holding Common Stock, 500,000
shares are designated Class A voting Common Stock (the "Class A Voting Stock"),
500,000  shares  are designated Class A Nonvoting Common Stock  (the  "Class  A
Nonvoting Stock"), 500,000 shares are designated Class B Nonvoting Common Stock
(the "Class B Nonvoting  Stock"),  and  500,000  shares  are designated Class C
Nonvoting Common Stock (the "Class C Nonvoting Stock").

PREFERRED STOCK AND WARRANTS

In connection with the 1996 Transaction, for aggregate consideration  of  $15.0
million,  Mergerco  issued  units  (the  "Units")  comprised of Series A Senior
Cumulative  Exchangeable  Preferred  Stock,  par  value  $.01  per  share  (the
"Preferred  Stock"),  and  detachable warrants to purchase shares  of  Class  B
Common  Stock  (voting  and non-voting)  constituting  6%  of  the  issued  and
outstanding Common Stock  of  all  classes, determined on a fully-diluted basis
(the "Warrants").

Dividends accrue at a rate of 14% per annum, payable quarterly in arrears (each
date of payment, a "Dividend Payment  Date") and will accumulate until declared
and paid. Dividends declared and accruing  prior  to the first Dividend Payment
Date  occurring  after  the  sixth  anniversary of the issue  date  (the  "Cash
Dividend Date") may, at the option of  Holding,  be  paid in cash in full or in
part  or accrue quarterly on a compound basis. Thereafter,  all  dividends  are
payable  in cash in arrears. The dividend rate is subject to increase to a rate
of (i) 16%  per  annum if (and for so long as) Holding fails to declare and pay
dividends in cash for any quarterly period following the Cash Dividend Date and
(ii) 15% per annum  if  (and  for  so long as) Holding fails to comply with its
obligations relating to the rights and  preferences  of the Preferred Stock. If
Holding fails to pay in full, in cash, (a) all accrued  and unpaid dividends on
or  prior  to  the  twelfth anniversary of the issue date or  (b)  all  accrued
dividends on any Dividend Payment Date following the twelfth anniversary of the
issue date, the holders  of  Preferred  Stock  will  be  permitted  to  elect a
majority of the Board of Directors of Holding.

The  Preferred Stock ranks prior to all other classes of stock of Holding  upon
liquidation   and   is  entitled  to  receive,  out  of  assets  available  for
distribution, cash in  the  aggregate amount of $15.0 million, plus all accrued
and unpaid dividends thereon.   Subject  to the terms of the 1996 Indenture, on
any Dividend Payment Date, Holding has the  option  of exchanging the Preferred
Stock, in whole but not in part, for Senior Subordinated Exchange Notes, at the
rate of $25 in principal amount of notes for each $25 of liquidation preference
of Preferred Stock held; provided, however, that no shares  of  Preferred Stock
may be exchanged for so long as any shares of Preferred Stock are  held by CVCA
or its affiliates. Upon such exchange, Holding will be required to pay  in cash
all accrued and unpaid dividends.

Pursuant  to  the  Preferred Stock Purchase Agreement, the holders of Preferred
Stock and Warrants have  unlimited  incidental  registration rights (subject to
cutbacks under certain circumstances). The exercise  price  of  the Warrants is
$.01  per  Warrant and the Warrants are exercisable immediately upon  issuance.
All unexercised  warrants  will  expire  on  the tenth anniversary of the issue
date. The number of shares issuable upon exercise  of  a Warrant are subject to
anti-dilution adjustments upon the occurrence of certain events.

In conjunction with the Venture Packaging acquisition, Holding  authorized  and
issued 200,000 shares of Series B Cumulative Preferred Stock to certain selling
shareholders  of  Venture Packaging.  The Preferred Stock has a stated value of
$25 per share, and  dividends  accrue  at  a  rate of 14.75% per annum and will
accumulate until declared and paid.  The Preferred  Stock  ranks  junior to the
Series  A Preferred Stock and prior to all other capital stock of Holding.   In
addition,  Warrants to purchase 9,924 shares of Class B Non-Voting Common Stock
at $108 per  share  were  issued  to  the  same selling shareholders of Venture
Packaging.

STOCK OPTION PLAN

Pursuant to the provisions of the BPC Holding  Corporation  1996  Stock  Option
Plan  (the  "Option  Plan")  which  reserved 45,620 shares for future issuance,
Holding has granted options to certain  officers  and  key employees to acquire
shares  of  Class  B  Nonvoting  Common  Stock.  During 1997,  amendments  were
approved to the Option Plan reserving an additional  6,000  shares  for  future
issuance.   These options are subject to various option agreements, which among
other things,  set  forth  the  class  of  stock,  option price and performance
thresholds  to determine exercisability and vesting requirements.   The  Option
Plan expires  October  3,  2003  or  such  earlier  date  on which the Board of
Directors of Holding, in its sole discretion, determines.   Option prices range
from $100 to $108 per share.

FASB Statement 123, ACCOUNTING FOR STOCK-BASED COMPENSATION ("Statement  123"),
prescribes  accounting and reporting standards for all stock-based compensation
plans.  Statement  123  provides  that  companies  may  elect to continue using
existing accounting requirements for stock-based awards or may adopt a new fair
value  method  to  determine  their intrinsic value.  Holding  has  elected  to
continue following Accounting Principles  Board  Opinion No. 25, ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES ("APB 25") to account for its employee stock options.
Under APB 25, because the exercise price of Holding's  employee  stock  options
equals  the  market  price  of  the  underlying  stock on the date of grant, no
compensation expense is recognized.  Pro forma effects  on Holding's 1997, 1996
and  1995  consolidated statements of operations using the  fair  value  method
prescribed by  Statement  123  have  not  been  disclosed  because  there is no
material  difference  between results obtained using this method and using  the
criteria set forth in APB 25.




<PAGE>

Information related to the Option Plan is as follows:

<TABLE>
<CAPTION>
                                               DECEMBER 27, 1997               DECEMBER 28, 1996
                                         -----------------------------   ----------------------------
                                                            Weighted                       Weighted
                                           Number            Average       Number           Average
                                             of             Exercise         of            Exercise
                                           Shares             Price        Shares            Price
                                         -----------------------------   -----------------------------

<S>                                      <C>                <C>             <C>              <C>
Options outstanding, beginning of year   43,393             $100                 -            $  -
Options granted                           5,425              106            43,768             100
Options exercised                             -                -                 -               -
Options canceled                         (1,110)             100              (375)            100
Options outstanding, end of year         47,708              101            43,393             100
</TABLE>

<TABLE>
<CAPTION>
<S>                                                <C>                              <C>       
Option price range at end of year              $100 - $108                          $100
Options available for grant at year end           3,912                            2,227
Weighted average fair value of options
  granted during year                             $106                              $100
</TABLE>


 The following table summarizes information about the options outstanding at
 December 27, 1997:


<TABLE>
<CAPTION>
                                                                         Weighted
 Range of                                        Weighted Average          Average               Number
Exercise              Number Outstanding      Remaining Contractual      Exercise           Exercisable at
Prices               at December 27, 1997             Life                 Price           December 27, 1997
-------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                  <C>                   <C>
$100 - $108             47,708                     4 years            $100.72               13,561
</TABLE>

STOCKHOLDERS AGREEMENTS

Holding  entered into a  new  stockholders  agreement  (the  "New  Stockholders
Agreement") dated as of June 18, 1996 with the Common Stock Purchasers, certain
management  stockholders  and,  for  limited purposes thereunder, the Preferred
Stock  Purchasers.   The  New  Stockholders  Agreement  grants  certain  rights
including, but not limited to, designation  of  members  of  Holding's Board of
Directors, the initiation of an initial public offering of equity securities of
the  Company  or  a  sale  of  Holding.   The agreement also restricts  certain
transfers of Holding's equity.

Holding  entered into an amended and restated  agreement  with  its  management
stockholders  and  International  on  June  18,  1996.   The agreement contains
provisions  (i)  limiting  transfers of equity by the management  stockholders;
(ii) requiring the management  stockholders  to sell their shares as designated
by  Holding  or International upon the consummation  of  certain  transactions;
(iii) granting  the  management  stockholders  certain  rights  of  co-sale  in
connection  with  sales  by  International; (iv) granting  rights to repurchase
capital stock from the management  stockholders  upon the occurrence of certain
events;  and  (v)  requiring the management stockholders  to  offer  shares  to
Holding prior to any permitted transfer.

NOTE 10. RELATED PARTY TRANSACTIONS

The Company is party  to  a  management  agreement (the "Management Agreement")
with First Atlantic Capital, Ltd. ("First  Atlantic").   In connection with the
1996 Transaction, Holding paid a fee of $1,250 plus reimbursement  for  out-of-
pocket expenses to First Atlantic for advisory services, including originating,
structuring and negotiating the 1996 Transaction.  First Atlantic also received
advisory  fees  of  $966  for originating, structuring and negotiating the 1997
acquisitions and a $100 advisory  fee  in  both  March  and  December  1995 for
originating, structuring and negotiating the Sterling Products acquisition  and
the Tri-Plas acquisition, respectively.
<PAGE>

In  consideration of financial advisory and management consulting services, the
Company paid First Atlantic fees and expenses of $771, $788 and $817 for fiscal
1997, 1996, and 1995, respectively.

NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS INFORMATION

The  Company's  financial  instruments  generally  consist  of  cash  and  cash
equivalents  and  the  Company's  long-term  debt.  The carrying amounts of the
Company's financial instruments approximate fair  value  at  December 27, 1997,
except  for the 1994 Notes and the 1996 Notes for which the fair  value  exceed
the  carrying   value   by  approximately  $10.0  million  and  $10.5  million,
respectively.

NOTE 12. SUMMARY UNAUDITED FINANCIAL INFORMATION (IN THOUSANDS)

The following summarizes parent company only unaudited financial information of
Holding:

<TABLE>
<CAPTION>
                                                         DECEMBER 27,          DECEMBER 28,
                                                             1997                 1996
                                                         ------------         ------------
<S>                                                        <C>                  <C>
BALANCE SHEET
Current assets                                             $    708             $    389
Assets held in trust                                         18,933               30,188
Other noncurrent assets                                       4,281                5,066
Current liabilities                                             510                  704
Noncurrent liabilities                                      108,674              106,116
Equity (deficit)                                           (108,975)             (97,550)
</TABLE>

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                              DECEMBER 27,   DECEMBER 28,  DECEMBER 30,
                                                 1997          1996           1995
                                             ------------   ------------   ------------
<S>                                           <C>             <C>            <C>
STATEMENTS OF OPERATIONS
Net sales                                      $      -       $      -       $      -
Cost of goods sold                                    -              -              -
Income (loss) before income taxes               (11,780)        (9,598)           150
Equity in net income (loss) of subsidiary        (2,631)         5,989          6,183
Preferred stock dividends                        (2,558)        (1,116)             -
Net income (loss) attributable to common        (16,969)        (4,463)         6,333
  shareholders
</TABLE>

<PAGE>



                                  SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 20th day of
March, 1998.

                                    BPC HOLDING CORPORATION



                                    By    /S/ MARTIN R. IMBLER
                                    -----------------------------
                                      Martin R. Imbler
                                      President


  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
         SIGNATURE                     TITLE                             DATE
         ---------                     -----                             ----
     <S>                        <C>                                    <C>



     /s/ Roberto Buaron         Chairman of the Board of Directors     March 20, 1998
     ----------------------   
      Roberto Buaron

                                President and Director (Principal      
     /s/ Martin R. Imbler       Executive Officer)                     March 20, 1998
     ----------------------   
      Martin R. Imbler                 

                                 Executive Vice President, Chief Financial
                                 Officer and Secretary (Principal      March 20, 1998
     /s/ James M. Kratochvil     Financial and Accounting Officer)
     ----------------------   
      James M. Kratochvil


     /s/ David M. Clarke         Director                              March 20, 1998
     ----------------------   
      David M. Clarke


     /s/ Lawrence G. Graev       Director                              March 20, 1998
     ----------------------   
      Lawrence G. Graev


     /s/ Donald J. Hofmann       Director                              March 20, 1998
     ----------------------   
      Donald J. Hofmann


     /s/ James A. Long           Director                              March 20, 1998
     ----------------------   
      James A. Long


     /s/ Mathew J. Lori          Director                               March 20, 1998
     ----------------------   
      Mathew J. Lori
</TABLE>

<PAGE>




         SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
         TO SECTION 15(D) OF THE ACT BY REGISTRANT WHICH HAS NOT  REGISTERED
         SECURITIES PURSUANT TO SECTION 12 OF THE ACT


The  Registrant  has  not  sent   any   annual  report  or  proxy  material  to
securityholders.






<PAGE>



                            BPC HOLDING CORPORATION
          SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT


                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            DECEMBER 27,    DECEMBER 28,
                                                               1997            1996
                                                           ------------     ------------ 
                                                                   (IN THOUSANDS)
ASSETS
<S>                                                        <C>                <C>
Cash                                                       $       708        $     389
Other assets (principally investment in subsidiary)            (31,808)         (29,177)
Assets held in trust                                            18,933           30,188
Intangible assets                                                4,281            4,789
Due from Berry Plastics Corporation                              8,095            2,804
Other                                                                -              277
                                                           ------------     ------------ 
Total assets                                               $       209        $   9,270
                                                           ============     ============ 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities                                        $       510        $     704
Accrued dividends                                                3,674            1,116
Long-term debt                                                 105,000          105,000
                                                           ------------     ------------ 
Total liabilities                                              109,184          106,820

Preferred stock                                                 16,509           11,216
Class A common stock                                                 4                4
Class B common stock                                                 2                2
Class C common stock                                                 -                -
Treasury stock                                                     (22)             (22)
Additional paid-in capital                                      49,374           51,681
Warrants                                                         3,511            3,511
Retained earnings (deficit)                                   (178,353)        (163,942)
                                                           ------------     ------------ 
Total stockholders' equity (deficit)                          (108,975)         (97,550)
                                                           ------------     ------------ 
Total liabilities and stockholders' equity (deficit)       $       209        $   9,270
                                                           ============     ============ 
</TABLE>
<PAGE>
                            BPC HOLDING CORPORATION
                      CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                             DECEMBER 27,   DECEMBER 28,   DECEMBER 30,
                                                 1997          1996           1995
                                             ------------   ------------   ------------
                                                            (In thousands)
<S>                                           <C>             <C>            <C>
Net sales                                      $       -      $       -      $      -
Cost of goods sold                                     -              -             -
Gross profit                                           -              -             -
Operating expenses                                   220          3,304          (150)
Other expense                                     11,560          6,294             -
                                             ------------   ------------   ------------
Income(loss)before income taxes and
  equity in net income of subsidiary             (11,780)        (9,598)          150
Equity in net income (loss) of subsidiary         (2,631)         5,989         6,183
                                             ------------   ------------   ------------
Income (loss) before income taxes                (14,411)        (3,609)        6,333
Income taxes                                           -           (262)            -
                                             ------------   ------------   ------------
Net income (loss)                                (14,411)        (3,347)        6,333
Preferred stock dividends                         (2,558)        (1,116)            -
                                             ------------   ------------   ------------
Net income (loss)attributable to
  common shareholders                          $ (16,969)      $ (4,463)      $ 6,333
                                             ============   ============   ============
</TABLE>
<PAGE>


                            BPC HOLDING CORPORATION
                      CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                             DECEMBER 27     DECEMBER 28   DECEMBER 30,
                                                 1997          1996           1995
                                             ------------   ------------   ------------
                                                            (In thousands)
<S>                                           <C>             <C>            <C>
Net income (loss)                             $  (14,411)     $  (3,347)     $ 6,333
Adjustments to reconcile net loss
  provided by operating activities:
  Net loss (income) of subsidiary                  2,631         (5,989)      (6,183)
  Amortization and non cash interest                 726            441            -
  Interest funded by assets held in trust         11,256          5,412            -
  Non-cash compensation                                -            358         (215)
  Changes in operating assets and liabilities       (208)           427           66
                                             ------------   ------------   ------------
Net cash provided by (used for)operating
  activities                                          (6)        (2,698)           1

Net cash provided by investing activities              -              -            -

Net cash provided by financing activities:
  Exercise of management stock options                 -          1,130            -
  Proceeds from senior secured notes                   -        105,000            -
  Proceeds from issuance of common and
    preferred stock and warrants                     325         67,369            -
  Rollover investments and share                       -       (125,219)           -
    repurchases
  Assets held in trust                                 -        (35,600)           -
  Net payments to warrant holders                      -         (4,502)           -
  Debt issuance costs                                  -         (5,069)           -
  Other                                                -            (22)          (1)
                                             ------------   ------------   ------------
Net cash from financing activities                   325          3,087            -
                                             ------------   ------------   ------------

Net increase in cash and cash                        319            389            -
  equivalents
Cash and cash equivalents at beginning               389              -            -
   of year
                                             ------------   ------------   ------------
Cash and equivalents at end of year              $   708        $   389       $    -
                                             ============   ============   ============
</TABLE>

<PAGE>





                    Notes to Condensed Financial Statements

 (1)  BASIS OF PRESENTATION.  In the parent company-only financial statements,
     Holding's investment in subsidiaries is stated at cost plus equity in
 undistributed earnings of subsidiaries since date of acquisition.  The parent
company-only financial statements should be read in conjunction with Holding's
 consolidated financial statements, which are included beginning on page F-1.

  (2) GUARANTEE.  Berry had approximately $201.3 million and $111.0 million of
    long-term debt outstanding at December 27, 1997 and December 28, 1996,
 respectively.  Under the terms of the debt agreements, Holding has guaranteed
                  the payment of all principal and interest.






<PAGE>


                        SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                             CHARGED TO
                                         BALANCE AT        CHARGED TO          OTHER                                BALANCE AT
                                         BEGINNING         COSTS AND          ACCOUNTS -         DEDUCTIONS -         END OF
   DESCRIPTION                            OF PERIOD         EXPENSES           DESCRIBE            DESCRIBE            YEAR
-----------------------------            ----------        ----------       -------------        ------------       -----------
<S>                                       <C>                <C>                <C>              <C>                   <C> 

Year ended December 27, 1997:
Allowance for doubtful accounts            $ 618             $ 325            $  358 (2)          $  263 (1)           $ 1,038

Year ended December 28, 1996:
Allowance for doubtful accounts            $ 737             $ 322               $  -             $  441 (1)            $ 618

Year ended December 30, 1995:
Allowance for doubtful accounts            $ 503             $ 216            $ 299 (2)           $  281 (1)            $ 737
</TABLE>


(1) Uncollectible accounts written off, net of recoveries.
(2) Primarily  relates to purchase of accounts receivable and related allowance
    through acquisitions.



<PAGE>






ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

  (a) Exhibits

EXHIBIT
  NO.                            DESCRIPTION OF EXHIBIT

  2.1     Asset  Purchase  Agreement  dated  February  12,  1992,  among  Berry
          Plastics  Corporation  (the  "Company"),  Berry Iowa, Berry Carolina,
          Inc.,  Genpak  Corporation,  a  New  York  corporation,  and  Innopac
          International Inc., a public Canadian corporation  (filed  as Exhibit
          10.1 to the Registration Statement on Form S-1 filed on February  24,
          1994 (the "Form S-1") and incorporated herein by reference)

  2.2     Asset Purchase Agreement dated December 24, 1994, between the Company
          and  Berry  Plastics, Inc. (filed as Exhibit 10.2 to the Form S-1 and
          incorporated herein by reference)

  2.3     Asset Purchase  Agreement  dated  March 1, 1995, among Berry Sterling
          Corporation, Sterling Products, Inc. and the stockholders of Sterling
          Products, Inc. (filed as Exhibit 2.3  to  the  Annual  Report on Form
          10-K filed on March 31, 1995 (the "1994 Form 10-K") and  incorporated
          herein by reference)

  2.4     Asset  Purchase  Agreement  dated  December  21,  1995,  among  Berry
          Tri-Plas  Corporation,  Tri-Plas,  Inc. and Frank C. DeVore (filed as
          Exhibit 2.4 to the Annual Report on Form 10-K filed on March 28, 1996
          (the "1995 Form 10-K") and incorporated herein by reference)

  2.5     Asset Purchase Agreement dated January  23, 1996, between the Company
          and Alpha Products, Inc. (filed as Exhibit  2.5 to the 1995 Form 10-K
          and incorporated herein by reference)

  2.6     Stock Purchase and Recapitalization Agreement  dated  as  of June 12,
          1996, by and among Holding, BPC Mergerco, Inc. ("Mergerco")  and  the
          other  parties thereto (filed as Exhibit 2.1 to the Current Report on
          Form 8-K  filed  on  July  3,  1996 (the "Form 8-K") and incorporated
          herein by reference)

  2.7     Preferred Stock and Warrant Purchase  Agreement  dated as of June 12,
          1996,   by  and  among  Holding,  Mergerco,  Chase  Venture   Capital
          Associates,  L.P. ("CVCA") and The Northwestern Mutual Life Insurance
          Company ("Northwestern")  (filed  as  Exhibit 2.2 to the Form 8-K and
          incorporated herein by reference)

  2.8     Agreement  and  Plan of Merger dated as of  June  18,  1996,  by  and
          between Holding and  Mergerco  (filed  as Exhibit 2.3 to the Form 8-K
          and incorporated herein by reference)

  2.9     Certificate of Merger of Mergerco with and  into Holding, dated as of
          June 18, 1996 (filed as Exhibit 2.9 to the Registration  Statement on
          Form  S-4  filed  on  July 17, 1996 (the "Form S-4") and incorporated
          herein by reference)

  2.10    Agreement and Plan of Reorganization  dated  as  of  January 14, 1997
          (the  "PackerWare  Reorganization  Agreement"),  among  the  Company,
          PackerWare  Acquisition Corporation, PackerWare Corporation  and  the
          shareholders  of  PackerWare  (filed  as  Exhibit  2.1 to the Current
          Report  on  Form 8-K filed on February 4, 1997 (the "1997  8-K")  and
          incorporated herein by reference)

  2.11    Amendment to  the  PackerWare  Reorganization  Agreement  dated as of
          January  20,  1997  (filed  as  Exhibit  2.2  to  the  1997  8-K  and
          incorporated herein by reference)

  2.12    Asset  Purchase  Agreement  dated  as  of January 17, 1997, among the
          Company, Container Industries, Inc. and the shareholders of Container
          Industries, Inc. (filed as Exhibit 2.12  to the Annual Report on Form
          10-K for the fiscal year ended December 28,  1996 (the "1996 Form 10-
          K) and incorporated herein by reference)

  2.13    Agreement and Plan of Reorganization dated as of January 14, 1997, as
          amended   on   January  20,  1997,  among  the  Company,   PackerWare
          Acquisition Corporation,  PackerWare Corporation and the Shareholders
          of PackerWare Corporation (filed  as  Exhibits  2.1  and  2.2  to the
          Current  Report  on  Form 8-K filed February 3, 1997 and incorporated
          herein by reference)

 *2.14    Asset Purchase Agreement dated May 13, 1997, among the Company, Berry
          Plastics Design Corporation,  Virginia Design Packaging Corp. and the
          shareholders of Virginia Design Packaging Corp.

  3.1     Amended and Restated Certificate  of  Incorporation of Holding (filed
          as Exhibit 3.1 to the Form S-4 and incorporated herein by reference)

  3.2     By-laws  of  Holding  (filed  as Exhibit 3.2  to  the  Form  S-1  and
          incorporated herein by reference)

  3.3     Certificate of Incorporation of  the Company (filed as Exhibit 3.3 to
          the Form S-1 and incorporated herein by reference)

  3.4     By-laws of the Company (filed as Exhibit  3.4  to  the  Form  S-1 and
          incorporated herein by reference)

  3.5     Certificate of Incorporation of Berry Iowa Corporation ("Berry Iowa")
          (filed  as  Exhibit  3.5  to  the Form S-1 and incorporated herein by
          reference)

  3.6     By-laws of Berry Iowa (filed as  Exhibit  3.6  to  the  Form  S-1 and
          incorporated herein by reference)

  3.7     Certificate  of  Incorporation  of Berry Tri-Plas Corporation ("Berry
          Tri-Plas") (filed as Exhibit 3.7  to  the  Form  S-1 and incorporated
          herein by reference)

  3.8     By-laws of Berry Tri-Plas (filed as Exhibit 3.8 to  the  Form S-1 and
          incorporated herein by reference)

  3.9     Certificate of Amendment to the Certificate of Incorporation of Berry
          Tri-Plas Corporation (filed as Exhibit 3.9 to the 1996 Form  10-K and
          incorporated herein by reference)

 *3.10    Certificate  of  Designation,  Preferences,  and  Rights of Series  B
          Cumulative Preferred Stock of BPC Holding Corporation.

  4.1     Form of Indenture between the Company and United States Trust Company
          of New York, as Trustee (including the form of Note and Guarantees as
          Exhibits A and B thereto respectively) (filed as Exhibit  4.1  to the
          Form S-1 and incorporated herein by reference)

  4.2     Warrant Agreement between Holding and United States Trust Company  of
          New  York, as Warrant Agent (filed as Exhibit 4.2 to the Form S-1 and
          incorporated herein by reference)

  4.3     Indenture  dated as of June 18, 1996, between Holding and First Trust
          of New York,  National  Association,   as  Trustee  (the  "Trustee"),
          relating  to  Holding's  Series  A  and Series B 12.5% Senior Secured
          Notes Due 2006 (filed as Exhibit 4.3 to the Form S-4 and incorporated
          herein by reference)

  4.4     Pledge, Escrow and Disbursement Agreement  dated as of June 18, 1996,
          by  and  among  Holding, the Trustee and First  Trust  of  New  York,
          National Association,  as  Escrow  Agent (filed as Exhibit 4.4 to the
          Form S-4 and incorporated herein by reference)

  4.5     Holding Pledge and Security Agreement  dated  as  of  June  18, 1996,
          between Holding and First Trust of New York, National Association, as
          Collateral   Agent  (filed  as  Exhibit  4.5  to  the  Form  S-4  and
          incorporated herein by reference)

  4.6     Registration Rights Agreement dated as of June 18, 1996, by and among
          Holding  and Donaldson,  Lufkin  &  Jenrette  Securities  Corporation
          ("DLJ") (filed as Exhibit 4.6 to the Form S-4 and incorporated herein
          by reference)

  4.7     BPC Holding  Corporation 1996 Stock Option Plan (filed as Exhibit 4.7
          to the 1996 Form 10-K and incorporated herein by reference)

  4.8     Form  of Nontransferable  Performance-Based  Incentive  Stock  Option
          Agreement   (filed   as  Exhibit  4.7  to  the  1996  Form  10-K  and
          incorporated herein by reference)

*10.1     Amended and Restated Financing  and  Security  Agreement  dated as of
          August 29, 1997, by and between NationsBank, N.A. and the Company

 10.2     Employment Agreement dated December 24, 1990, as amended, between the
          Company and Martin R. Imbler ("Imbler") (filed as Exhibit 10.9 to the
          Form S-1 and incorporated herein by reference)

 10.3     Amendment  to  Imbler  Employment  Agreement dated November 30,  1995
          (filed as Exhibit 10.6 to the 1995 Form  10-K and incorporated herein
          by reference)

 10.4     Amendment to Imbler Employment Agreement dated  June  30, 1996 (filed
          as Exhibit 10.4 to the Form S-4 and incorporated herein by reference)

 10.5     Employment Agreement dated December 24, 1990, as amended, between the
          Company and R. Brent Beeler ("Beeler") (filed as Exhibit 10.10 to the
          Form S-1 and incorporated herein by reference)

 10.6     Amendment  to  Beeler  Employment Agreement dated November  30,  1995
          (filed as Exhibit 10.8 to  the 1995 Form 10-K and incorporated herein
          by reference)

 10.7     Amendment to Beeler Employment  Agreement  dated June 30, 1996 (filed
          as Exhibit 10.7 to the Form S-4 and incorporated herein by reference)

 10.8     Employment Agreement dated December 24, 1990, as amended, between the
          Company and Douglas E. Bell ("Bell") (filed  as  Exhibit 10.11 to the
          Form S-1 and incorporated herein by reference)

 10.9     Amendment to Bell Employment Agreement dated November 30, 1995 (filed
          as  Exhibit  10.10 to the 1995 Form 10-K and incorporated  herein  by
          reference)

 10.10    Amendment to Bell  Employment Agreement dated June 30, 1996 (filed as
          Exhibit 10.10 to the Form S-4 and incorporated herein by reference)

 10.11    Employment Agreement dated December 24, 1990, as amended, between the
          Company and James M.  Kratochvil  ("Kratochvil")  (filed  as  Exhibit
          10.12 to the Form S-1 and incorporated herein by reference)

 10.12    Amendment to Kratochvil Employment Agreement dated November 30,  1995
          (filed as Exhibit 10.12 to the 1995 Form 10-K and incorporated herein
          by reference)

 10.13    Amendment  to  Kratochvil  Employment  Agreement  dated June 30, 1996
          (filed  as Exhibit 10.13 to the Form S-4 and incorporated  herein  by
          reference)

 10.14    Employment Agreement dated as of January 1, 1993, between the Company
          and Ira G.  Boots  ("Boots")  (filed as Exhibit 10.13 to the Form S-1
          and incorporated herein by reference)

 10.15    Amendment  to  Boots Employment Agreement  dated  November  30,  1995
          (filed as Exhibit 10.14 to the 1995 Form 10-K and incorporated herein
          by reference)

 10.16    Amendment to Boots Employment Agreement dated June 30, 1996 (filed as
          Exhibit 10.16 to the Form S-4 and incorporated herein by reference)

 10.17    Guaranty dated as  of  February  12, 1992, by the Company in favor of
          the City of Iowa Falls, Iowa, The  First  National Bank of Boston and
          certain other parties named therein (filed  as  Exhibit  10.14 to the
          Form S-1 and incorporated herein by reference)

 10.18    Financing  Agreement dated as of April 1, 1991, between the  City  of
          Henderson, Nevada Public Improvement Trust and the Company (including
          exhibits) (filed  as  Exhibit  10.17 to the Form S-1 and incorporated
          herein by reference)

 10.19    Loan and Trust Agreement dated as  of  August  30,  1988, as amended,
          among  the  City of Iowa Falls, Iowa, Berry Iowa, the First  National
          Bank of Boston,  as  Trustee,  and Canadian Imperial Bank of Commerce
          (New York) (filed as Exhibit 10.19  to  the Form S-1 and incorporated
          herein by reference)

 10.20    Irrevocable Standby Letter of Credit of NationsBank, N.A. dated March
          12,  1997  (filed  as  Exhibit  10.20  to  the  1996  Form  10-K  and
          incorporated herein by reference)

 10.21    Letter  of  Credit  of Fleet National Bank of Connecticut  (filed  as
          Exhibit 10.26 to the  1995  Form  10-K  and  incorporated  herein  by
          reference)

 10.22    Purchase Agreement dated as of June 12, 1996, between Holding and DLJ
          relating to the 12.5% Senior Secured Notes due 2006 (filed as Exhibit
          10.22 to the Form S-4 and incorporated herein by reference)

 10.23    Stockholders  Agreement  dated  as  of  June 18, 1996, among Holding,
          Atlantic Equity Partners International II,  L.P.,  CVCA and the other
          parties  thereto  (filed  as  Exhibit  10.23  to  the  Form  S-4  and
          incorporated herein by reference)

 10.24    Warrant  to purchase Class B Common Stock of Holding dated  June  18,
          1996, issued  to  CVCA (Warrant No. 1) (filed as Exhibit 10.24 to the
          Form S-4 and incorporated herein by reference)

 10.25    Warrant to purchase  Class  B  Common Stock of Holding dated June 18,
          1996, issued to CVCA (Warrant No.  2)  (filed as Exhibit 10.25 to the
          Form S-4 and incorporated herein by reference)

 10.26    Warrant to purchase Class B Common Stock  of  Holding  dated June 18,
          1996,  issued  to  The  Northwestern  Mutual  Life  Insurance Company
          (Warrant  No.  3)  (filed  as  Exhibit  10.26  to  the  Form S-4  and
          incorporated herein by reference)

 10.27    Warrant  to purchase Class B Common Stock of Holding dated  June  18,
          1996, issued  to  The  Northwestern  Mutual  Life  Insurance  Company
          (Warrant  No.  4)  (filed  as  Exhibit  10.27  to  the  Form  S-4 and
          incorporated herein by reference)

 10.28    Amended  and  Restated  Stockholders  Agreement  dated June 18, 1996,
          among Holding and certain stockholders of Holding  (filed  as Exhibit
          10.28 to the Form S-4 and incorporated herein by reference)

 10.3     Second Amended and Restated Management Agreement dated June 18, 1996,
          between  First  Atlantic  Capital,  Ltd.  and  the Company (filed  as
          Exhibit 10.29 to the Form S-4 and incorporated herein by reference)

*10.30    Warrant to purchase Class B Non-Voting Common Stock  of  BPC  Holding
          Corporation, dated August 29, 1997, issued to Willard J. Rathbun.

*10.31    Warrant  to  purchase  Class B Non-Voting Common Stock of BPC Holding
          Corporation, dated August 29, 1997, issued to Craig Rathbun.

*21       List of Subsidiaries

*27       Financial Data Schedule


*  Filed herewith.