**EXHIBIT
      31.2**








I,
      James
      M. Kratochvil, certify that:





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





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





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





4.  The
      registrants’ other certifying officer and I are responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants
      and
      have:





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





b)  Designed
      such internal control over financial reporting, or caused such internal control
      over financial reporting to be designed under our supervision, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles;





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





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





5.  The
      registrants’ other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrants’ auditors and the audit committee of the registrants’ board of
      directors (or persons performing the equivalent functions):





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





b)  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrants’ internal control over financial
      reporting.











Date:  March
      22,
      2006      /s/
      James M. Kratochvil


James
      M. Kratochvil


Executive
      Vice-President, Chief Financial


Officer, Treasurer and Secretary