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 29, 2001
                                    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
                          BPC HOLDING CORPORATION
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
            Delaware                    35-1813706
<S>                               <C>
  (State or other jurisdiction         (IRS employer
of incorporation or organization) identification number)

                        BERRY PLASTICS 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)

</TABLE>


Registrants' 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 registrants:  (1)  have  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)  have 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.

  None of the voting stock of either registrant  is held by a non-affiliate
of such registrant.  There is no public trading market  for  any  class  of
voting stock of BPC Holding Corporation or Berry Plastics Corporation.

  As  of  March  15,  2002,  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; 144,546
shares of Class B Voting Common Stock;  59,222  shares of Class B Nonvoting
Common Stock; and 16,833 shares of Class C Nonvoting  Common  Stock.  As of
March 15, 2002, there were outstanding 100 shares of the Common Stock, $.01
par value, of Berry Plastics Corporation.

                    DOCUMENTS INCORPORATED BY REFERENCE
                                   None




                                    -1-



<PAGE>



              DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


  THIS  FORM  10-K  CONTAINS  STATEMENTS  THAT  CONSTITUTE  FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT")  AND  SECTION  21E  OF THE SECURITIES
EXCHANGE  ACT  OF 1934, AS AMENDED (THE "EXCHANGE ACT").  THOSE  STATEMENTS
APPEAR IN A NUMBER  OF  PLACES  IN  THIS  FORM  10-K AND INCLUDE STATEMENTS
REGARDING  THE  INTENT,  BELIEF  OR CURRENT EXPECTATIONS  OF  THE  COMPANY.
WITHOUT  LIMITING  THE  FOREGOING,  THE  WORDS  "BELIEVES,"  "ANTICIPATES,"
"PLANS,"  "EXPECTS"  AND  SIMILAR  EXPRESSIONS  ARE  INTENDED  TO  IDENTIFY
FORWARD-LOOKING STATEMENTS.  ANY SUCH  FORWARD-LOOKING  STATEMENTS  ARE NOT
GUARANTEES  OF  FUTURE PERFORMANCE AND MAY INVOLVE RISKS AND UNCERTAINTIES,
AND ACTUAL RESULTS  MAY DIFFER FROM THOSE IN THE FORWARD-LOOKING STATEMENTS
AS A RESULT OF VARIOUS  FACTORS.   VARIOUS ECONOMIC AND COMPETITIVE FACTORS
COULD  CAUSE  ACTUAL RESULTS OR EVENTS  TO  DIFFER  MATERIALLY  FROM  THOSE
DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS.  THE ACCOMPANYING INFORMATION
CONTAINED IN THIS FORM 10-K, INCLUDING, WITHOUT LIMITATION, THE INFORMATION
SET FORTH UNDER  "BUSINESS"  AND  "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS,"  IDENTIFIES  IMPORTANT
FACTORS  THAT COULD CAUSE DIFFERENCES, INCLUDING 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.




                                    -2-



<PAGE>


                          BPC HOLDING CORPORATION
                        BERRY PLASTICS CORPORATION

           FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001
                             TABLE OF CONTENTS

                                                                       PAGE
                                  PART I

Item 1.   Business....................................................    4
Item 2.   Properties..................................................   11
Item 3.   Legal Proceedings..........................................    12
Item 4.   Submission of Matters to a Vote of Security Holders........    12

                                  PART II

Item  5.  Market  for Registrants' Common Equity  and  Related  Stockholder
          Matters...................................................     13
Item 6.   Selected Financial Data...................................     14
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.................................     15
Item 7A.  Quantitative  and Qualitative Disclosures About Market Risk    20
Item 8.   Financial Statements and Supplementary Data...............     21
Item 9.   Changes  in and  Disagreements  with  Accountants  on
          Accounting and Financial Disclosure.......................     21

                                 PART III

Item 10.  Directors and Executive Officers of the Registrants.......     22
Item 11.  Executive Compensation....................................     24
Item 12.  Security Ownership of Certain Beneficial Owners and Management 27
Item 13.  Certain Relationships and Related Transactions............     28

                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K...............................................     31



                                    -3-



<PAGE>


                                  PART I

ITEM 1.  BUSINESS

GENERAL

  BPC  Holding Corporation ("Holding"), is the  parent  of  Berry  Plastics
Corporation ("Berry" or the "Company"), a leading manufacturer and supplier
of rigid  plastic  packaging  products  focused  on  five markets: open(top
containers,  aerosol  overcaps,  closures, drink cups and  housewares.   In
order to support these five markets,  the  Company  is organized into three
divisions:  containers, closures, and consumer products.   Within  each  of
its  markets,  the  Company  concentrates  on  manufacturing higher quality
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 supplies overcaps and closures to a wide variety of customers
and for a wide variety of commercial and consumer products.  Similarly, the
Company's  open-top  containers  are used for packaging a broad spectrum of
commercial and consumer products.   The  Company's  drink  cups are sold to
fast food and family-dining restaurants, convenience stores,  stadiums, and
retail  stores.  The Company also sells primarily seasonal, semi-disposable
housewares and lawn and garden products such as plates, bowls, pitchers and
flower pots, to major retail marketers.  Berry's customer base is comprised
of over 12,000  customers  with operations in a widely diversified range of
markets.  The Company's top  ten  customers accounted for approximately 20%
of fiscal 2001 net sales, with no customer  accounting  for more than 5% of
the  Company's net sales in fiscal 2001. The historical allocation  of  the
Company's total net sales among its product categories is as follows:

<TABLE>
<CAPTION>
                                 FISCAL
                 ---------------------------------------
                   2001          2000           1999
                 ---------     ---------      ----------
<S>               <C>           <C>            <C>
Containers          51%           57%            57%
Closures            28            27             25
Consumer            21            16             18
Products
</TABLE>

  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  closure division, 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.   In
the container  and  drink  cup markets, an in-house graphic arts department
and sophisticated printing and  decorating  capabilities permit the Company
to offer extensive value-added decorating options.   The  Company  believes
that  it  is 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  that  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.




                                    -4-



<PAGE>


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.   In
February  1992, the Company acquired substantially all of the assets of the
Mammoth Containers division of Genpak Corporation.

  In March  1995,  Berry  Sterling  Corporation ("Berry Sterling"), a newly
formed wholly owned subsidiary of the  Company,  acquired substantially all
of the assets of Sterling Products, Inc., a producer  of  injection  molded
plastic drink cups and lids.  Management believes that the acquisition gave
the  Company  immediate  penetration into a rapidly expanding plastic drink
cup market.  In December 1995,  Berry  Tri-Plas  Corporation  ("Berry  Tri-
Plas"),  a  wholly  owned subsidiary of the Company, acquired substantially
all of the assets of  Tri-Plas,  Inc.,  a  manufacturer of injection molded
containers and lids.  Management believes that  the  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  1997,  the  Company  acquired  certain  assets  of  Container
Industries,  Inc. ("Container Industries"), a manufacturer and marketer  of
injection molded  industrial  and  pry-off containers for building products
and other industrial markets.  Also,  in January 1997, the Company acquired
PackerWare  Corporation ("PackerWare"),  a  manufacturer  and  marketer  of
plastic containers,  drink  cups,  housewares, and lawn and garden products
(the "PackerWare Acquisition").  Management  believes  that  the PackerWare
Acquisition  significantly diversified and expanded the Company's  position
in the drink cup  business  and gave the Company immediate penetration into
the housewares market.

  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.  ("Virginia  Design"),  a
manufacturer and marketer of injection-molded containers used primarily for
food  packaging.   Management believes that the acquisition of these assets
has enhanced the Company's  position in the food packaging and food service
markets.  In August 1997, the  Company  acquired  Venture  Packaging,  Inc.
("Venture  Packaging"),  a  manufacturer  and  marketer of injection-molded
containers used in the food, dairy and various other  markets.   Management
believes  that  the  acquisition  strategically  assisted  the  Company  in
marketing its product line of open-top containers and lids.

  In  July 1998, NIM Holdings ("NIM Holdings"), a newly formed wholly owned
subsidiary  of  the  Company,  acquired all of the capital stock of Norwich
Injection  Moulders  Limited  ("Norwich   Moulders"),  a  manufacturer  and
marketer of injection-molded overcaps and closures  for the European market
(the "Berry UK Acquisition").  In fiscal 1999, the Company changed the name
from  Norwich  Injection  Moulders  Limited  to Berry Plastics  UK  Limited
("Berry UK").  Management believes that the Berry  UK  Acquisition provided
the Company with a production platform that allows it to  better  serve its
global  customers  and  introduce  its  other product lines in Europe.   In
October 1998, Knight Plastics, Inc. ("Knight")  acquired  substantially all
of the assets of the Knight Engineering and Plastics Division of Courtaulds
Packaging  Inc.  (the  "Knight  Acquisition"),  a  manufacturer of  aerosol
overcaps.   Management  believes that the Knight Acquisition  enhanced  the
Company's overcap business  and  better  positioned the Company to meet the
needs of its domestic and multi-national customers.

  In July 1999, the Company acquired all of  the  outstanding capital stock
of CPI Holding Corporation ("CPI Holding"), the parent  company of Cardinal
Packaging,  Inc.  ("Cardinal"),  a  manufacturer and marketer  of  open-top
containers  (the "Cardinal Acquisition").   Management  believes  that  the
Cardinal Acquisition  enhanced  the  Company's  open-top  container product
selection  and  provided  many  of  its  customers with a single  packaging
supplier.

                                    -5-

<PAGE>

  In May 2000, Berry acquired all of the outstanding capital stock of Poly-
Seal Corporation ("Poly-Seal"), a manufacturer  and  marketer  of  closures
(the  "Poly-Seal  Acquisition").   Management  believes  that the Poly-Seal
Acquisition  was  a major step in expanding the Company's participation in
the closures business and provided a U.S. closure production platform in
Baltimore, Maryland.  In  October  2000,   Berry,   through  its  Italian
subsidiary,  CBP  Holdings S.r.l., acquired all of the outstanding  capital
stock of Capsol S.p.a.  ("Capsol") and the whole quota capital of a related
company,  Ociesse  S.r.l.  (the   "Capsol   Acquisition").    Capsol  is  a
manufacturer  and  marketer  of  aerosol overcaps and closures.  Management
believes that the Capsol Acquisition  EXPANDED  THE COMPANY'S PARTICIPATION
IN THE EUROPEAN MARKET FOR OVERCAPS AND CLOSURES.

  On May 14, 2001, Berry acquired all of the outstanding  capital  stock of
Pescor   Plastics,   Inc.   ("Pescor")   for   aggregate  consideration  of
approximately  $24.8  million.   The  purchase  was  financed  through  the
issuance by Holding of $9.8 million of 14% preferred stock  and  additional
borrowings under the senior credit facility.  Management believes  that the
acquisition enhanced the Company's position in the drink cup business.

  As  the  Company  previously  announced,  in  January  2002, the Board of
Directors of Berry retained certain investment banking firms  to  assist it
in   considering   certain   strategic  transactions  designed  to  realize
shareholders values, including  the  possibility  of  a  combination with a
company  in  the  industry  or  a  sale  of  the  company  in  a negotiated
transaction.   As  part  of  this  effort,  these firms have initiated  the
process of soliciting offers for the company.   There  can  be no assurance
that  a  strategic  transaction involving Berry will be completed  and,  if
completed, there can be no assurance as to the timing or terms thereof.



OPEN-TOP CONTAINER MARKET

  The Company  classifies its containers into six product lines:  thinwall,
pry-off,  dairy,  polypropylene,  industrial,  and  specialty.   Management
believes that the Company is the leading manufacturer in the thinwall, pry-
off  and frozen  dessert  (component  of  dairy)  container  markets.   The
following table describes each of the Company's container product lines.

<TABLE>
<CAPTION>
                                                                         MAJOR END
PRODUCT LINE                 DESCRIPTION                  SIZES           MARKETS
-------------   ------------------------------------  ------------- ----------------------
<S>            <C>                                     <C>            <C>
Thinwall       Thinwalled, multi-purpose containers    8 oz. to 2    Food, promotional
               with or without handles and lids        gallons       products, toys and
                                                                     a wide variety of
                                                                     other uses

Pry-off        Containers having a tight lid-fit and   4 oz. to 2    Building products,
               requiring an opening device and also    gallons       adhesives, pool and
               meet the Consumer Product Safety                      other chemicals,
               Commission standards for child safety                 and other industrial
                                                                     uses

Dairy          Thinwall containers in traditional      4 oz. to 5    Cultured dairy products
               dairy market sizes and styles           lbs.,         including yogurt,
                                                       Multi-pack    cottage cheese,
                                                                     sour cream and dips,
                                                                     and frozen desserts

Polypropylene  Usually clear containers in round,      6 oz. to 5    Food, deli, sauces
               oblong or rectangular shapes            lbs.          and salads

Industrial     Thick-walled, larger pails designed to  2.5 to 5      Building products,
               accommodate heavy loads                 gallons       chemicals, paints
                                                                     and other industrial
                                                                     uses

Specialty     Customer specific                       Various        Premium consumer items,
                                                                     such as tobacco and
                                                                     drink mixes
</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 2001.

                                    -6-

<PAGE>


  Management  believes  that the Company offers the broadest  product  line
among U.S.-based injection-molded  plastic  container  manufacturers.   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
eleven plants strategically located throughout  the  United  States  and  a
dedication   to  high  quality  products  and  customer  service.   Product
engineers work  with  customers to design and commercialize new containers.
In addition, as part of  the  Company's dedication to customer service, the
Company provides filling machine  equipment  to  many of the its customers,
primarily in the dairy market, and also provides the  services necessary to
operate such equipment.  The Company believes providing  such equipment and
services   increases   customer  retention  by  increasing  the  customer's
production efficiency.

  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 the Company's product
design engineers to satisfy customers' needs.

  In non-industrial containers, the Company's strongest competitors include
Airlite, Sweetheart,  Landis,  and  Polytainers.  The Company also produces
commodity industrial pails for a market  that  is dominated by large volume
competitors such as Letica, Plastican, NAMPAC and  Ropak.  The Company does
not participate heavily in this large market.

AEROSOL OVERCAP MARKET

  Based  on  discussions  with  our  customers,  sales representatives  and
external sales brokers, the Company believes it is  the worldwide leader in
the production of aerosol overcaps.  Approximately 19%  of  the U.S. market
consists  of 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 consumer
goods markets including spray paints, household and personal care products,
insecticides  and  numerous 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.

  Management  believes that, over the  years,  the  Company  has  developed
several significant  competitive  advantages,  including  a  reputation for
outstanding quality, short lead-time requirements to fill customer  orders,
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.

  In fiscal 2001, no single aerosol  overcap customer accounted for over 2%
of  the  Company's total net sales.  Competitors  in  this  market  include
Dubuque Plastics, Cobra and Plasticum.  In addition, a number of companies,
including  several  of  the  Company's  customers currently produce aerosol
overcaps for their own use.

                                    -7-

<PAGE>

CLOSURE MARKET

  The Company initiated an acquisition strategy  to  establish  itself as a
global provider in the closures market with the Berry UK Acquisition.   The
Company  continued  executing  the  strategy  in  2000  with  the Poly-Seal
Corporation  Acquisition  and the Capsol Acquisition.  Management  believes
the combined product line offerings  to  the  closures market establish the
Company  as a leading provider of closure systems  globally.   The  product
line offerings  include  continuous thread, dispensing, tamper evident, and
child resistant closures.   In  addition, the Company is a leading provider
of fitments and plugs for medical  applications, cups and spouts for liquid
laundry detergent, dropper bulb assemblies  for  medical  and personal care
applications, and jiggers for mouthwash products.

  The  Company's  closures  are  used  in a wide variety of consumer  goods
markets  including  health  and  beauty  aids,   pharmaceutical,  household
chemicals,  commercial chemicals, and food and dairy.   The  Company  is  a
major provider  of  closures  to  many  of  the  leading companies in these
markets.

  Management  believes  the  capabilities  and expertise  the  Company  has
established   as   a   closure  provider  create  significant   competitive
advantages, including the  latest  in  single  and bi-injection technology,
molding  of  thermoplastic  and  thermoset resins, compression  molding  of
thermoplastic resins, and lining and  assembly  applications  applying  the
latest  in  vision  inspection technology.  In addition, the Company has an
in-house package development  and  design  group  focused on developing new
closure systems to meet both customers proprietary  needs and stock systems
for the changing closure needs of the markets served.   The  Company has an
outstanding  reputation  for  quality  and  has received numerous "Supplier
Quality Achievement Awards" from customers in different markets.

  In fiscal 2001, no single closure customer accounted for over 2% of the
Company's total net sales.  Major competitors in this market include Owens-
Illinois, Kerr/Suncoast, Phoenix Closures, Portola, Rexam Closures, and
Seaquist Closures.

DRINK CUP MARKET

  Based  on  discussions  with  our  customers, sales  representatives  and
external  sales  brokers,  the Company believes  that  it  is  the  leading
provider of injection molded  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.  The Company produces injection-molded plastic
cups  that range in size from 12 to 64 ounces.  Primary  markets  are  fast
food and  family  dining  restaurants,  convenience  stores,  stadiums, and
retail  stores.   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  launched its thermoformed drink cup  line  in  fiscal  2001.   The
Company's  thermoformed  product  line  offers  sizes ranging from 22 to 44
ounces.  The Company's thermoform process is unique  in  the  industry  and
offers  material competitive advantages both in terms of relative price and
structural features versus competitive thermoformed drink cups.

  In fiscal  2001,  no single drink cup customer accounted for more than 5%
of the Company's total  net  sales.   Major  drink  cup competitors include
Huhtamaki  (formerly Packaging Resources Incorporated)  and  WNA  (formerly
Cups Illustrated).

HOUSEWARES MARKET

  The housewares  market  is  a multi-billion dollar market.  The Company's
participation is focused on producing  seasonal  (spring  and summer) semi-
disposable  plastic  housewares  and  plastic  lawn  and  garden  products.
Examples  of  our  products  include plates, bowls, pitchers, tumblers  and
outdoor flowerpots.  Berry sells  virtually  all  of  its  products in this
market through major national retail marketers and national  chain  stores,
including  Wal-Mart  and Target.  PackerWare is a recognized brand name  in
these markets and PackerWare  branded  products are often co-branded by the
Company's customers.

  The Company's position in this market has been 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
ability to deliver products with timely combination  of  color  and  design
further enhance its position in this market.  This focus allowed PackerWare
to be named 1998 Vendor of the Year by Wal-Mart in its Housewares division.

                                    -8-

<PAGE>

  In fiscal 2001, no single housewares customer accounted for more than  5%
of  the  Company's  total  net sales.  Major housewares competitors include
imported products from China, Arrow Plastics, and United Plastics.

MARKETING AND SALES

  The  Company  reaches its large  and  diversified  base  of  over  12,000
customers primarily  through  its  direct  field  sales force.  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  assist its
direct sales force.

  The   Company  believes  that  it  produces  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  primarily  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.

  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, improve productivity, and maintain competitive advantages.

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 with
whom  the  Company has extensive experience and established  relationships.
The Company's  engineers  oversee  the  mold-building process from start to
finish.

                                    -9-

<PAGE>

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, Iowa Falls,  Charlotte,
Lawrence,  Suffolk,  Monroeville,  Woodstock,  Streetsboro, Baltimore,  and
Milan,  plants  have been approved for ISO certification,  which  certifies
compliance by a company  with  a  set  of  shipping, trading and technology
standards  promulgated  by  the International Standardization  Organization
("ISO").  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.   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, 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  $110.5 million of resin in
fiscal  2001.  Approximately 50% of the resin pounds  purchased  were  high
density polyethylene  ("HDPE"), 13% linear low density polyethylene and 37%
polypropylene.  The Company's  purchasing  strategy  is  to  deal with only
high-quality,  dependable suppliers, such as Dow, Chevron, Nova,  Equistar,
and ExxonMobil.  Although the Company does not have any supply requirements
contracts with its  key suppliers, 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.  Based on its experience,  the  Company  believes  that
adequate  quantities of plastic resins will be available, but no assurances
can be given.

EMPLOYEES

  At the end of fiscal 2001, the Company had approximately 3,100 employees.
Poly-Seal  Corporation,   a   wholly   owned  subsidiary,  and  the  United
Steelworkers of America are parties to a  collective  bargaining  agreement
which  expires  on  April  24,  2005.   As  of  the end of fiscal 2001, 330
employees of Poly-Seal Corporation were covered by this agreement.

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.

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 non-compliance with environmental laws, contamination  of
sites formerly or  currently  owned  or  operated by the Company (including
contamination caused by prior owners and operators  of  such  sites) or the
off-site disposal of hazardous substances.

  Like any manufacturer, the Company is subject to the possibility  that it
may receive notices of potential liability, pursuant to CERCLA or analogous
state  laws,  for cleanup costs associated with offsite waste recycling  or
disposal facilities  at  which  wastes  associated with its operations have
allegedly  come  to  be  located.   Liability   under   CERCLA  is  strict,
retroactive and joint and several.  No such notices are currently pending.

                                    -10-

<PAGE>

  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, including the  Company, is 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 exempting food
and cosmetics containers from the foregoing requirement.  However, non-food
containers are still required to comply.  The Company assists its customers
with their compliance of these regulations.

  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,  was  in  compliance for the 1997 calendar year.  However,  in
January 1998, California  formally  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 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 with reduced weight.

                                    -11-

<PAGE>

ITEM 2.  PROPERTIES

  The  following  table  sets  forth  the Company's principal manufacturing
facilities:
<TABLE>
<CAPTION>
LOCATION                 ACRES SQUARE FOOTAGE        USE         OWNED/LEASED
-----------------       ------ -------------- ------------------ ------------
<S>                     <C>   <C>             <C>               <C>
Evansville, IN           18.7     420,000       Headquarters         Owned
                                                and manufacturing
Evansville, IN            2.8     123,000       Manufacturing       Leased
Henderson, NV            12.3     175,000       Manufacturing        Owned
Iowa Falls, IA           14.0     100,000       Manufacturing        Owned
Charlotte, NC            37.3     150,000       Manufacturing        Owned
Lawrence, KS             19.3     500,000       Manufacturing        Owned
Suffolk, VA              14.0     110,000       Manufacturing        Owned
Monroeville, OH          34.7     220,000       Manufacturing        Owned
Norwich, England          5.0      88,000       Manufacturing        Owned
Woodstock, IL            11.7     170,000       Manufacturing        Owned
Streetsboro, OH          12.0     140,000       Manufacturing        Owned
Baltimore, MD             9.9     225,000       Manufacturing        Owned
Milan, Italy             11.6     125,000       Manufacturing       Leased
Fort Worth, TX            9.8     160,000       Manufacturing       Leased
</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.


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

  By  Written  Consent in Lieu of a Meeting  of  the  Stockholders  of  BPC
Holding Corporation  dated  May  9, 2001, stockholders that hold 95% of the
stock entitled to vote approved an  amendment  to  the  Company's  Restated
Certificate of Incorporation to increase the number of authorized shares of
Preferred  Stock  from 2,200,000 to 2,314,000, consisting of 600,000 shares
of  Series  A Cumulative  Preferred  Stock,  200,000  shares  of  Series  B
Cumulative Preferred Stock, 1,400,000 shares of Series A-1 Preferred Stock,
3,063 shares  of  Series  C-1  Preferred  Stock, 1,910 shares of Series C-2
Preferred Stock, 2,135 shares of Series C-3  Preferred  Stock, 3,033 shares
of Series C-4 Preferred Stock, 3,027 shares of Series C-5  Preferred Stock,
and 100,000 shares of Series D Preferred Stock.

  By  Written  Consent  in  Lieu  of a Meeting of the Stockholders  of  BPC
Holding Corporation dated May 31, 2001,  stockholders  that hold 95% of the
stock entitled to vote (i) re-elected the following members to the Board of
Directors:  Roberto Buaron, David M. Clarke, Lawrence G.  Graev,  Donald J.
Hofmann, Jr., Joseph S. Levy and Mathew J. Lori, who were all board members
prior  to  the  election,  and  (ii) accepted the resignation of Martin  R.
Imbler as a Director of BPC Holding Corporation and elected Ira G. Boots as
a member of the Board of Directors  to  replace  Mr.  Imbler.   Mr.  Boots,
together  with those members of the Board of Directors who were re-elected,
comprise the entire board.



                                    -12-

<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
Holding or the Company.  With respect to the capital  stock  of Holding, as
of  March  15, 2002, 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,  106  holders  of  the  Class B Nonvoting
Common Stock and 39 holders of the Class C Nonvoting Common  Stock.  All of
the issued and outstanding common stock of the Company is held by Holding.

  On April 21, 1994, the Company paid a $50.0 million dividend,  which  was
financed  through the issuance of $100.0 million aggregate principal amount
of 12.25% Berry  Plastics  Corporation Senior Subordinated Notes, due 2004,
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 Corporation, Berry Tri-Plas and The
Bank of New York, as  successor  to  the United States Trust Company of New
York, as Trustee ("U.S. Trust"), the Indenture  dated  June  18,  1996 (the
"1996  Indenture"),  between  Holding and First Trust of New York, National
Association, as Trustee, and also  the Indenture dated August 24, 1998 (the
"1998  Indenture")  and  the  Indenture  dated  July  6,  1999  (the  "1999
Indenture"), among Holding, all of its direct and indirect subsidiaries and
The Bank of New York, Holding and  the Company are not permitted to pay any
dividends on their common stock for  the  foreseeable future.  In addition,
the Company's senior credit facility contains  covenants  that, 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.




                                    -13-



<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 connection 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 "2001," "2000," "1999," "1998," and "1997,"  relate to the fiscal
years ended December 29, 2001, December 30, 2000, January  1, 2000, January
2, 1999, and December 27, 1997, respectively.

<TABLE>
<CAPTION>
                                            BPC HOLDING CORPORATION
                                                     FISCAL
                            -----------------------------------------------------------
                              2001       2000         1999          1998         1997
                            --------   --------     --------      --------     --------
                                            (IN THOUSANDS OF DOLLARS)
Statement of
Operations Data:
<S>                       <C>          <C>          <C>          <C>          <C>
  Net sales                 $461,659   $408,088     $328,834     $271,830      $226,953
  Cost of goods sold         338,000    312,119      241,067      199,227       180,249
                           ---------  ---------    ---------    ---------     ---------
  Gross margin               123,659     95,969       87,767       72,603        46,704
  Operating expenses (a)      70,192     65,862       54,118       44,001        30,505
                           ---------  ---------    ---------    ---------     ---------
  Operating income            53,467     30,107       33,649       28,602        16,199
  Other expenses (b)             473        877        1,416        1,865           226
  Interest expense, net (c)   54,355     51,457       40,817       34,556        30,246
                           ---------  ---------    ---------    ---------     ---------
  Loss before income taxes
   and extraordinary item     (1,361)   (22,227)      (8,584)      (7,819)      (14,273)
  Income taxes (benefit)         734       (142)         554         (249)          138
                           ---------  ---------    ---------    ---------     ---------
  Loss before
   extraordinary item         (2,095)   (22,085)      (9,138)      (7,570)      (14,411)
  Extraordinary item
   net of tax (d)                  -      1,022            -            -             -
                            ---------  ---------    ---------    ---------     ---------
  Net loss                    (2,095)   (23,107)      (9,138)      (7,570)      (14,411)
  Preferred stock
   dividends                   9,790      6,655        3,776        3,551         2,558
  Amortization of
   preferred stock
   discount                    1,024        768          292          292            74
                            ---------  ---------    ---------    ---------     ---------
 Net loss attributable
  to common shareholders    $(12,909) $ (30,530)   $ (13,206)   $ (11,413)     $(17,043)
                            =========  =========    =========    =========     =========

Balance Sheet Data (at end of year):
       Working capital     $  19,327  $  20,470    $  10,527     $   4,762     $  20,863
       Fixed assets          203,217    179,804      146,792       120,005       108,218
       Total assets          446,876    413,122      340,807       255,317       239,444
       Total debt            485,881    468,806      403,989       323,298       306,335
       Stockholders'
       equity (deficit)     (139,601)  (137,997)    (133,471)     (120,357)     (108,975)

Other Data:
       Depreciation and
       amortization (e)    $  50,907  $  42,148    $  31,795     $  24,830     $  19,026
       Capital expenditures   32,834     31,530       30,738        22,595        16,774
</TABLE>

(a) Operating expenses  include  business  startup  and machine integration
  expenses   of   $2,690   related  to  recent  acquisitions,   and   plant
  consolidation  expenses  of   $2,221   related   to   the   shutdown  and
  reorganization  of  facilities during fiscal 2001; business start-up  and
  machine integration expenses  of  $2,237  related to recent acquisitions,
  litigation  expenses of $700 related to a drink  cup  patent,  and  plant
  consolidation   expenses   of   $3,702   related   to  the  shutdown  and
  reorganization  of facilities during fiscal 2000; business  start-up  and
  machine integration expenses of $3,647 related to recent acquisitions and
  plant consolidation  expenses  of  $1,501  related  to  the  shutdown and
  reorganization  of  facilities during fiscal 1999; business start-up  and
  machine integration expenses of $1,272 related to the businesses acquired
  in 1997, plant consolidation  expenses  of $2,370 and $191 related to the
  shutdown of the Anderson, South Carolina and Reno, Nevada facilities, and
  start-up expenses of $109 and $142 related  to  the  Norwich  and  Knight
  Acquisitions, respectively, during fiscal 1998; and business start-up and
  machine integration expenses of $3,255 related to the businesses acquired
  in  1997,  plant  consolidation  expenses of $480 and $368 related to the
  shutdown  of  the  Winchester,  Virginia  and  Reno,  Nevada  facilities,
  respectively, during fiscal 1997.

(b)  Other  expenses consist of net losses  on  disposal  of  property  and
  equipment for the respective years.

(c) Includes  non-cash  interest  expense  of  $11,268,  $18,047,  $15,567,
  $14,824,  and  $13,065,  in  fiscal  2001,  2000,  1999,  1998, and 1997,
  respectively.

(d) Extraordinary item relates to deferred financing fees written  off as a
result of amending the senior credit facility.

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


                                    -14-



<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 should  be  read  in  conjunction with the
consolidated financial statements of Holding and its subsidiaries  and  the
accompanying notes thereto, which information is included elsewhere herein.

  The  Company is highly leveraged.  The high degree of leverage could have
important consequences, including, but not limited to, the following: (i) a
substantial  portion of Berry's cash flow from operations must be dedicated
to the payment  of  principal  and  interest  on  its indebtedness, thereby
reducing  the  funds  available to Berry for other purposes;  (ii)  Berry's
ability to obtain additional  debt  financing  in  the  future  for working
capital, capital expenditures, acquisitions, general corporate purposes  or
other purposes may be impaired; (iii) certain of Berry's borrowings will be
at  variable  rates  of  interest,  which  will expose Berry to the risk of
higher interest rates; (iv) the indebtedness  outstanding  under the senior
credit facility is secured by substantially all of the assets of Berry; (v)
Berry  is  substantially  more  leveraged  than certain of its competitors,
which may place Berry at a competitive disadvantage,  particularly in light
of its acquisition strategy; and (vi) Berry's degree of leverage may hinder
its ability to adjust rapidly to changing market conditions  and could make
it  more  vulnerable  in  the  event  of  a  downturn  in  general economic
conditions or its business.

  Consolidated  earnings have been insufficient to cover fixed  charges  by
$0.8 million, $20.5  million, and $7.1 million for fiscal years 2001, 2000,
and 1999, respectively.   In addition, Holding has experienced consolidated
net losses during each of such  periods principally as a result of expenses
and charges incurred in connection  with  acquisitions by Berry.  These net
losses were $2.1 million, $23.1 million, and  $9.1 million for fiscal 2001,
2000, and 1999, respectively.

CRITICAL ACCOUNTING POLICIES

  The Company has disclosed those accounting policies  that it considers to
be significant in determining the amounts to be utilized  for communicating
its consolidated financial position, results of operations  and  cash flows
in  the  second  note  to  its  consolidated  financial statements included
elsewhere herein.  Our discussion and analysis  of  our financial condition
and  results  of  operations  are  based  on  our  consolidated   financial
statements,   which  have  been  prepared  in  accordance  with  accounting
principles generally  accepted  in  the  United States.  The preparation of
financial   statements  in  conformity  with  these   principles   requires
management to  make  estimates and assumptions that affect amounts reported
in the financial statements  and  accompanying  notes.   Actual results are
likely to differ from these estimates, but management does not believe such
differences  will  materially  affect the Company's financial  position  or
results of operations.

  Based  on  a critical assessment  of  its  accounting  policies  and  the
underlying judgements  and uncertainties affecting the application of those
policies, management believes  that  the  Company's  consolidated financial
statements provide a meaningful and fair perspective of  the Company.  This
is  not  to  suggest  that other risk factors such as changes  in  economic
conditions, changes in  material  costs,  and  others  could  not adversely
impact the Company's consolidated financial position, results of operations
and cash flows in future periods.

YEAR ENDED DECEMBER 29, 2001
COMPARED TO YEAR ENDED DECEMBER 30, 2000

  NET SALES.  Net sales increased 13% to $461.7 million in 2001,  up  $53.6
million  from  $408.1 million in 2000, including an approximate 1% increase
in  net  selling  price.   Container  net  sales  increased  $3.2  million,
primarily due to a  large  promotion  in 2001.  Closure net sales increased
$20.2  million  with  the  Poly-Seal  Acquisition  and  Capsol  Acquisition
representing $25.4 million of the increase,  partially  offset by a general
slowdown  in  the  market.   Consumer  products  net sales increased  $30.2
million  in  2001  primarily  as a result of the Pescor  Acquisition  which
contributed 2001 net sales of approximately $19.9 million, continued strong
demand  in  the  retail  housewares  market,  and  the  introduction  of  a
thermoformed drink cup line.

                                    -15-

<PAGE>

  GROSS MARGIN.  Gross margin  increased  $27.7  million from $96.0 million
(24% of net sales) in 2000 to $123.7 million (27%  of  net  sales) in 2001.
This  increase of 29% includes the combined impact of the added  Poly-Seal,
Capsol,  and  Pescor sales volume, the effect of net selling prices and raw
material  costs,  acquisition  integration,  and  productivity  improvement
initiatives.  The 1% increase in net selling price was primarily the result
of partially  recovering raw material costs increases incurred in 2000.  In
addition,  the Company  has  continued  to  consolidate  the  products  and
business of  recent  acquisitions  to the most efficient tooling, providing
customers with improved products and  customer  service.   As  part  of the
integration, the Company closed its York, Pennsylvania facility and removed
remaining production from its Minneapolis, Minnesota facility (acquired  in
the  Cardinal  Acquisition)  in  the  fourth quarter of 2000.  Also, in the
fourth quarter of 2001, the Company removed  molding  operations  from  its
Fort  Worth,  Texas  facility  (acquired  in  the Pescor Acquisition).  The
business   from   these   locations  was  distributed  throughout   Berry's
facilities.  Also, significant  productivity  improvements were made during
the  year,  including  the addition of state-of-the-art  injection  molding
equipment, molds and decorating  equipment  at  several  of  the  Company's
facilities.   Additional  cost  reductions  have been achieved through  the
Company's realignment in the third quarter of  2000 from a functional based
organization to a divisional structure.  This realignment  has  enabled the
Company to reduce personnel costs and improve employee productivity.

  OPERATING EXPENSES.  Selling expenses increased $0.4 million as  a result
of  acquired businesses partially offset by savings from the organizational
realignment  in  the  third  quarter  of  2000.  General and administrative
expenses increased $4.1 million in 2001 primarily  as  a result of acquired
businesses and increased accrued bonus expenses partially offset by savings
from the organizational realignment in the third quarter of 2000.  Research
and  development  costs  decreased  $0.7  million to $1.9 million  in  2001
primarily as a result of savings from the organizational realignment in the
third quarter of 2000.  Intangible asset amortization  increased from $10.6
million in 2000 to $12.8 million for 2001, primarily as  a  result  of  the
amortization  of  goodwill ascribed to acquired companies in 2000 and 2001.
Other expenses were  $4.9  million  for  2001  compared to $6.6 million for
2000.  Other expenses in 2001 include one-time transition  expenses of $2.7
related  to recently acquired businesses and $2.2 related to  the  shutdown
and reorganization  of facilities.  Other expenses in 2000 include one-time
transition expenses of  $2.2  million  related to recent acquisitions, $3.7
million related to the shutdown and reorganization  of facilities, and $0.7
million of litigation expenses related to a drink cup patent.

  INTEREST EXPENSE, NET.  Net interest expense, including  amortization  of
deferred  financing  costs  for  2001, was $54.4 million (12% of net sales)
compared to $51.5 million (13% of  net  sales) in 2000, an increase of $2.9
million.  This increase is attributed to  interest on borrowings related to
the  acquired  businesses  in 2000 and 2001 but  was  offset  partially  by
principal reductions.  Cash  interest  paid  in  2001  was $44.2 million as
compared to $32.8 million for 2000.

  INCOME  TAXES.  During fiscal 2001, the Company recorded  an  expense  of
$0.7 million  for  income  taxes  compared to a benefit of $0.1 million for
fiscal 2000.  The Company continues  to  operate  in  a  net operating loss
carryforward position for federal income tax purposes.

  EXTRAORDINARY ITEM.  As a result of amending the Company's  senior credit
facility,  $1.0 million of deferred financing fees related to the  facility
was charged to expense in 2000 as an extraordinary item.

  NET LOSS.   The  Company  recorded  a  net  loss  of $2.1 million in 2001
compared to a $23.1 million net loss in 2000 for the reasons stated above.

YEAR ENDED DECEMBER 30, 2000
COMPARED TO YEAR ENDED JANUARY 1, 2000

  NET SALES.  Net sales increased 24% to $408.1 million  in  2000, up $79.3
million from $328.8 million in 1999, including an approximate  5%  increase
in  net  selling  price  due  to increased raw material costs.  Overcap and
closure net sales increased $31.2  million,  primarily due to the Poly-Seal
Acquisition and Capsol Acquisition which provided  combined  2000 net sales
of  $32.3 million.  Container sales increased $42.5 million, primarily  due
to the  Cardinal  Acquisition and increased selling prices, despite a large
specialty program in  1999  that did not reoccur in 2000.  Net sales in the
drink cup and housewares segment  increased  $5.6 million in 2000 primarily
as  a  result  of  a significant new product and strong  retail  demand  in
housewares.

                                    -16-

<PAGE>

  GROSS MARGIN.  Gross  margin  increased  $8.2  million  or  9% from $87.8
million (27% of net sales) in 1999 to $96.0 million (24% of net  sales)  in
2000.   This increase of 9% includes the combined impact of the added Poly-
Seal, Capsol,  and  Cardinal  sales  volume,  acquisition  integration, and
productivity  improvement  initiatives  offset  partially  by the  cyclical
impact of higher raw material costs.  The cost of the Company's primary raw
material, resin, increased approximately 36% in 2000 when compared to 1999.
A major focus continues to be the consolidation of products and business of
recent acquisitions to the most efficient tooling, providing customers with
improved  products  and customer service.  As part of the integration,  the
Company  closed  its York,  Pennsylvania  facility  and  removed  remaining
production  from its  Minneapolis,  Minnesota  facility  (acquired  in  the
Cardinal Acquisition)  in  the  fourth  quarter of 2000.  Additionally, the
Company closed its Arlington Heights, Illinois  facility  (acquired  in the
Knight  Acquisition)  in  the  first  quarter  of  1999  and  its  Ontario,
California  facility  (acquired  in  the Cardinal Acquisition) in the third
quarter of 1999.  In addition, the Company  made  two configuration changes
that  were  completed in the fourth quarter of 1999 with  the  Minneapolis,
Minnesota and  Iowa Falls, Iowa locations closing their molding operations.
The  business from  these  locations  are  distributed  throughout  Berry's
facilities.   Also,  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.

  OPERATING  EXPENSES.   Operating expenses during 2000 were $65.9  million
(16% of net sales), compared  with  $54.1  million  (16%  of net sales) for
1999.  Selling expenses increased $4.2 million, almost all  as  a result of
acquired  businesses.   General and administrative expenses increased  $2.4
million in 2000 primarily  as  a  result  of  recent  acquisitions, but was
partially  offset  by  decreased  accrued  bonus  expenses.   Research  and
development costs increased $0.3 million to $2.6 million  in 2000 primarily
as  a  result  of  increased  new  product  requests  from  customers   and
productivity   improvement   initiatives.   Intangible  asset  amortization
increased from $7.2 million in  1999 to $10.6 million for 2000, primarily a
result of the amortization of goodwill  ascribed  to  acquired companies in
1999 and 2000.  Other expenses were $6.6 million for 2000  compared to $5.1
million  for  1999.   Other expenses in 2000 include business start-up  and
machine  integration  expenses   of   $2.2   million   related   to  recent
acquisitions, plant consolidation expenses of $3.7 million related  to  the
shutdown  and  reorganization of facilities, and $0.7 million of litigation
expenses related  to  a  drink  cup  patent. Other expenses in 1999 include
business start-up and machine integration  expenses of $3.6 million related
to recent acquisitions and plant consolidation  expenses  of  $1.5  million
related to the shutdown and reorganization of facilities.

  INTEREST  EXPENSE, NET.  Net interest expense, including amortization  of
deferred financing  costs  for  2000,  was $51.5 million (13% of net sales)
compared to $40.8 million (12% of net sales)  in 1999, an increase of $10.7
million.  This increase is attributed to interest  on borrowings related to
the  acquired  businesses  in  1999 and 2000, but was offset  partially  by
principal reductions.  Cash interest  paid  in  2000  was  $32.8 million as
compared to $29.8 million for 1999.

  INCOME TAXES.  During fiscal 2000, the Company recorded a benefit of $0.1
million for income taxes compared to an expense of $0.6 million  for fiscal
1999.    The   Company  continues  to  operate  in  a  net  operating  loss
carryforward position for federal income tax purposes.

  EXTRAORDINARY  ITEM.  As a result of amending the Company's senior credit
facility, $1.0 million  of  deferred financing and origination fees related
to the facility have been charged  to  expense  in 2000 as an extraordinary
item.

  NET  LOSS.   The  Company recorded a net loss of $23.1  million  in  2000
compared to a $9.1 million net loss in 1999 for the reasons stated above.

INCOME TAX MATTERS
  Holding has unused  operating  loss  carryforwards  of  $37.7 million for
federal  income  tax  purposes which begin to expire in 2010.   Alternative
minimum  tax  credit  carryforwards   of  approximately  $3.1  million  are
available to Holding indefinitely to reduce  future  years'  federal income
taxes.

                                    -17-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

  The  Company  has  a  financing  and  security  agreement (the "Financing
Agreement") with a syndicate of lenders led by Bank of America for a senior
secured credit facility (the "Credit Facility").  As  of December 29, 2001,
the Credit Facility provides the Company with (i) a $80.0 million revolving
line of credit ("US Revolver"), subject to a borrowing base formula, (ii) a
$2.2 million (using the December 29, 2001 exchange rate)  revolving line of
credit denominated in British Sterling in the U.K. ("UK Revolver"), subject
to  a  separate  borrowing  base formula, (iii) a $52.6 million  term  loan
facility, (iv) a $2.0 million  (using  the December 29, 2001 exchange rate)
term loan facility denominated in British  Sterling  in  the U.K. ("UK Term
Loan") and (v) a $3.2 million standby letter of credit facility  to support
the Company's and its subsidiaries' obligations under the Nevada Bonds.  At
December  29,  2001,  the  Company had unused borrowing capacity under  the
Credit Facility's revolving  line of credit of approximately $17.7 million.
The indebtedness under the Credit Facility is guaranteed by Holding and all
of its subsidiaries (other than  its subsidiaries in the United Kingdom and
Italy).  The obligations of the Company  and  the  subsidiaries  under  the
Credit Facility and the guarantees thereof are secured by substantially all
of the assets of such entities.

  CBP  Holdings,  S.r.l.  has  a  revolving  credit  facility  (the  "Italy
Revolver")  from Bank of America for $12.0 million (using the December  29,
2001 exchange  rate)  denominated  in  Euros.  Bank of America also extends
working capital financing (the "Italy Working  Capital Line") of up to $1.5
million (using the December 29, 2001 exchange rate)  denominated  in Euros.
The  full  amount  available under the Italy Revolver and the Italy Working
Capital Line are applied to reduce amounts available under the US Revolver,
as does the outstanding balance under the UK Revolver.

  The  Credit Facility  requires  the  Company  to  comply  with  specified
financial  ratios and tests, including a maximum leverage ratio and a fixed
charge coverage  ratio.   The  requirements  of these tests may change on a
quarterly basis.  At December 29, 2001, the Credit  Facility  required  the
Company  to  have a maximum leverage ratio of 3.75 to 1 and a minimum fixed
charge coverage  ratio  of  1.0 to 1.  In addition it required that certain
investments by the Company in its non-U.S. subsidiaries not be greater that
$10.4 million.  At December 29,  2001,  the  last  quarterly test date, the
Company  was in compliance with all of the financial  covenants  tested  on
such date.

  The Credit  Facility  matures  on  January  21,  2004  unless  previously
terminated  by  the  Company or by the lenders upon an Event of Default  as
defined  in the Financing  Agreement.   The  term  loan  facility  requires
periodic payments, varying in amount, through the maturity of the facility.
Interest on borrowings under the Credit Facility is based on either (i) the
lender's base  rate (which is the higher of the lender's prime rate and the
federal funds rate plus 0.5%) plus an applicable margin of 0.25% to 1.0% or
(ii) eurodollar  LIBOR (adjusted for reserves) plus an applicable margin of
2.25% to 3.00%, at the Company's option (4.4% at December 29, 2001 and 8.9%
at  December 30, 2000).   Following  receipt  of  the  quarterly  financial
statements, the agent under the Credit Facility shall change the applicable
interest rate margin on loans (other than under the UK Revolver and UK Term
Loan)  once  per  quarter  to a specified margin determined by the ratio of
funded debt to EBITDA of the Company and its subsidiaries.  Notwithstanding
the foregoing, interest on borrowings under the UK Revolver and the UK Term
Loan is based on sterling LIBOR  (adjusted  for  reserves)  plus  2.25% and
2.75%,  respectively.  Interest on borrowings under the Italy Revolver  and
the Italy Working Capital Line is based on EURIBOR plus 2.0%.

  On July  17,  2000,  Berry  obtained a second lien senior credit facility
from General Electric Capital Corporation for an aggregate principal amount
of $25.0 million (the "Second Lien  Senior  Facility"),  resulting  in  net
proceeds  of  $24.3  million  after  fees  and expenses.  The proceeds were
utilized to reduce amounts then outstanding  under  the  US  Revolver.  The
indebtedness  is  guaranteed by Holding and all of its subsidiaries  (other
than its subsidiaries  in  the  United Kingdom and Italy).  The Second Lien
Senior Facility is secured by a second  priority  lien on substantially the
same  collateral  as  the  collateral for the Credit Facility.   The  $25.0
million principal amount is  due  upon  the  Second  Lien Senior Facility's
maturity on January 21, 2004.  Interest is based on either (i) the lender's
base rate (which is the higher of the prime rate and the federal funds rate
plus  0.5%)  plus  an applicable margin of 3.25% or (ii)  eurodollar  LIBOR
(adjusted  for reserves)  plus  an  applicable  margin  of  4.75%,  at  the
Company's option  (6.8%  at  December  29,  2001  and 11.1% at December 30,
2000).    The  covenants  under  the  Second  Lien  Senior   Facility   are
substantially the same as those in the Credit Facility.

  The 1994  Indenture,  1996  Indenture, 1998 Indenture, and 1999 Indenture
restrict the Company's ability  to  incur additional debt and contain other
provisions which could limit the liquidity of the Company.  At December 29,
2001, the Company had unused borrowing capacity under the Credit Facility's
borrowing  base  of  $17.7  million, which  is  not  considered  additional

                                    -18-

<PAGE>


indebtedness under the 1994 Indenture,  1996  Indenture,  1998 Indenture or
1999  Indenture.   Any  additional  indebtedness  above the borrowing  base
requires approval from the Credit Facility's lenders.

  The 1994 Indenture, 1998 Indenture, and 1999 Indenture  restrict, 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 Holding's 12.50%  Series  B  Senior  Secured  Notes  due 2006 (the "1996
Notes"). Interest on the 1996 Notes is payable semi-annually on June 15 and
December 15 of each year.  However, from December 15, 1999  until  June 15,
2001,  Holding  paid interest, at an increased rate of 0.75% per annum,  in
additional 1996 Notes  valued  at  100%  of  the  principal amount thereof.
Holding   issued  an  additional  approximately  $30.7  million   aggregate
principal amount  of 1996 Notes in satisfaction of its interest obligation.
Holding's ability to  pay  principal and interest in cash on the 1996 Notes
and Berry's ability to pay principal and interest on the notes issued under
the 1994 Indenture, 1998 Indenture,  and  1999  Indenture  will  depend  on
Berry's  financial  and operating performance, which in turn are subject to
prevailing economic conditions and to certain financial, business and other
factors  beyond  its  control.   Based  on  historical  operating  results,
management believes that  sufficient  monies are available from Berry under
the tax sharing agreement to enable Holding  to  make  the  June  2002 cash
interest  payment on the 1996 Notes, subject to Berry's ability to generate
sufficient  operating results to comply with the financial covenants in the
Credit Facility.   However,  if  Berry cannot generate sufficient cash flow
from operations to meet its obligations,  then the Company may be forced to
take  actions  such as reducing or delaying capital  expenditures,  selling
assets,  restructuring   or   refinancing   its  indebtedness,  or  seeking
additional equity capital.  There is no assurance that any of these actions
could be effected on satisfactory terms, if at all.

  Holding's  contractual  cash  obligations as of  December  29,  2001  are
summarized in the following table.

<TABLE>
<CAPTION>
                                        PAYMENTS DUE BY PERIOD AT DECEMBER 29, 2001
                                      -------------------------------------------------
                                                   < 1       1-3       4-5       > 5
                                        TOTAL     YEARS     YEARS     YEARS     YEARS
<S>                                      <C>     <C>       <C>        <C>       <C>
  Long-term debt, excluding
  capital leases                      $467,363   $19,169   $235,980  $136,714   $75,500
  Capital leases                        18,131     3,123      3,911     3,315     7,782
  Operating leases                      24,065     7,594     10,521     5,219       731
  Other long-term obligations           31,261     2,554      1,261         -    27,446
                                      --------- --------- --------- --------- ---------
  Total contractual cash obligations  $540,820   $32,440   $251,673  $145,248  $111,459
                                      ========= ========= ========= ========= =========

  </TABLE>

  Net cash provided by operating  activities  was  $54.3 million in 2001 as
compared  to  $36.1  million  in  2000.   Net  cash provided  by  operating
activities was $36.0 million in 1999.  The increase  in  2001 was primarily
the result of improved operating performance as the Company's net loss plus
non-cash expenses improved $21.8 million.

  Net  cash used by investing activities decreased from $108.7  million  in
2000 to  $56.3  million  in  2001  primarily  as  a result of the Poly-Seal
Acquisition in 2000.  Capital expenditures in 2001  were  $32.8 million, an
increase of $1.3 million from $31.5 million in 2000.  Capital  expenditures
totaled  $30.7  million  in  1999.   Capital  expenditures in 2001 included
investments  of $2.6 million for facility renovations,  production  systems
and offices necessary to support production operating levels throughout the
Company, $16.3  million  for  molds,  $8.2 million for molding and printing
machines,  and  $5.7  million for accessory  equipment  and  systems.   The
capital expenditure budget for 2002 is expected to be $33.6 million.

  Net cash provided by  financing  activities  was  $0.6 million in 2001 as
compared to $72.0 million in 2000.  The decrease of $71.4  million  can  be
primarily  attributed  to  reduced  acquisition related activities as noted
above.  Net cash provided by financing activities was $72.0 million in 2000
as compared to $71.1 million in 1999.

  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
2002  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.  At December
29, 2001, the Company's cash balance was $1.2 million, and Berry had unused
borrowing capacity under  the  Credit  Facility's  borrowing  base of $17.7
million.


                                    -19-



<PAGE>


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 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.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.




                                   -20-



<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 29, 2001 And December 30, 2000       F- 2

Consolidated Statements of Operations for the years ended
December 29, 2001, December 30, 2000, and January 1, 2000                    F- 4

Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for the years ended December 29, 2001, December
30, 2000, and January 1, 2000                                                F- 5

Consolidated Statements of Cash Flows for the years ended
December 29, 2001, December 30, 2000, and January 1, 2000                    F- 6

Notes to Consolidated Financial Statements                                   F- 7


                        INDEX TO FINANCIAL STATEMENT SCHEDULES


II. Valuation and Qualifying Accounts                                        S-1

  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.
</TABLE>



                                    -21-



<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)                55  Chairman and Director                      Company and Holding

Ira G. Boots(1)(4)                  48  President, Chief Executive Officer,        Company
                                        and Director
                                        President and Director                     Holding

James M. Kratochvil                 44  Executive Vice President, Chief Financial  Company and Holding
                                        Officer, Treasurer and Secretary

R. Brent Beeler                     48  Executive Vice President and               Company
                                        General Manager-Containers

William J. Herdrich                 52  Executive Vice President and               Company
                                        General Manager-Closures

Bruce J. Sims                       52  Executive Vice President and               Company
                                        General Manager-Consumer Products

Joseph S. Levy(2)(3)                34  Vice President, Assistant Secretary        Company and Holding
                                        and Director

Lawrence G. Graev(2)(3)             57  Director                                   Company and Holding

Donald J. Hofmann, Jr.(1)(2)(3)(4)  44  Director                                   Company and Holding

Mathew J. Lori                      38  Director                                   Company and Holding

David M. Clarke                     51  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.




                                    -22-



<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.

  IRA  G.  BOOTS has been President and Chief Executive Officer since  June
2001, and a  Director  of the Company since April 1992.  Prior to that, Mr.
Boots  served  as  Chief Operating  Officer  since  August  2000  and  Vice
President of Operations, Engineering and Product Development of the Company
since April 1992.  Mr.  Boots  was  employed  by  Old  Berry  from  1984 to
December 1990 as Vice President, Operations.

  JAMES  M.  KRATOCHVIL  has been Executive Vice President, Chief Financial
Officer, Secretary and Treasurer  of  the  Company since 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 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 has been Executive Vice President and General Manager  -
Containers of the Company since August 2000.  Prior to that, Mr. Beeler was
Executive Vice President, Sales and Marketing of the Company since February
1996 and  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.

  WILLIAM J. HERDRICH has been Executive Vice President and General Manager
- Closures of the Company since August 2000.  From May 2000 to August 2000,
Mr. Herdrich was a consultant to the Company.  From April 1994 to May 2000,
Mr. Herdrich was President, Executive Vice President and General Manager of
Poly-Seal Corporation.  Mr. Herdrich was employed by Seaquist Closures from
1990 to April 1994 as Executive Vice President.

  BRUCE J. SIMS has been  Executive  Vice  President  and General Manager -
Consumer Products of the Company since August 2000.  He  formerly served as
Executive 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.

  JOSEPH S.  LEVY  has  been  Vice President and Assistant Secretary of the
Company and Holding since April  1995.   Mr.  Levy  has  been a Director of
Holding and the Company since April 1998.  Mr. Levy has been  Principal  of
First  Atlantic  since December 1999, and prior to that Mr. Levy had been a
Vice President.

  LAWRENCE G. GRAEV  has  been  a Director of the Company and Holding since
August 1995.  Mr. Graev is President  and  Chief  Executive  Officer of the
GlenRock  Group,  LLC,  a merchant banking firm, and Of Counsel to  King  &
Spalding in its New York office.  Prior to that, Mr. Graev was a Partner in
the law firm O'Sullivan LLP of New York from 1974 until June 2001.

  DONALD J. HOFMANN, JR.  has  been  a  Director of Holding and the Company
since June 1996.  Mr. Hofmann has been a  Partner  of J.P. Morgan Partners,
LLC (formerly Chase Capital Partners), a global private equity organization
with over $20 billion under management, since September  1992.  J.P. Morgan
Partners  provides  equity  and  mezzanine  debt  financing for  management
buyouts  and  recapitalizations,  growth equity and venture  capital.   Mr.
Hofmann is also a director of Advanced  Accessory  Systems,  LLC and Pliant
Corporation.

  MATHEW  J.  LORI  has  been  a Director of Holding and the Company  since
October 1996.  Mr. Lori has been a Principal with J.P. Morgan Partners, LLC
(formerly 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.

                                    -23-


<PAGE>

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

The  Stockholders  Agreement  (as  defined   herein)   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.

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 2001, 2000, and 1999.

                             SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                              Long Term
                                ANNUAL COMPENSATION          COMPENSATION
                                -------------------          ------------

                                                              Securities
                          Fiscal                              Underlying            Other
NAME AND PRINCIPAL         YEAR     SALARY       BONUS          OPTIONS         COMPENSATION(1)
   POSITION                                                     (#)
------------------------ --------  ---------    --------    --------------    ----------------
<S>                       <C>       <C>         <C>             <C>            <C>
Martin R. Imbler           2001     $208,522     $ 99,300             $ -            $ 1,670
Former President and       2000      390,122      137,235               -              1,670
Chief Executive Officer    1999      362,940      121,201               -              1,620
(Retired)

Ira G. Boots               2001     $316,461     $ 87,500             $ -            $ 1,670
President and Chief        2000      289,328      150,000               -              1,670
Executive Officer          1999      251,163       95,486               -              1,620


James M. Kratochvil        2001    $ 231,919     $ 64,166             $ -            $ 1,670
Executive Vice             2000      212,049      120,000               -              1,604
President, Chief           1999      200,894       80,083               -              1,620
Financial Officer,
Treasurer and Secretary

R. Brent Beeler            2001    $ 284,251     $ 78,750             $ -            $ 1,670
Executive Vice             2000      257,236      135,000               -              1,670
President and General      1999      226,504       79,350               -              1,620
Manager - Containers

William J. Herdrich        2001    $ 258,690     $ 62,800             $ -            $ 1,670
Executive Vice             2000       99,003       18,986               -                  -
President and General      1999            -            -               -                  -
Manager - Closures
</TABLE>


(1) Amounts shown reflect contributions by the Company under the Company's
   401(k) plan.




                                    -24-



<PAGE>


   FISCAL YEAR-END OPTION HOLDINGS

  The following table provides information on the number of exercisable and
unexercisable management stock options held by the Named Executive Officers
at December 29, 2001.

                           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             6,778/0                $1,958,726/$0
Ira G. Boots                 4,171/0                 1,205,477/0
James M. Kratochvil          2,607/0                  753,481/0
R. Brent Beeler              2,607/0                  753,481/0
William J. Herdrich         667/1,333              108,721/217,279
</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 29, 2001.
(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  a  separation  agreement  with Mr. Imbler (the "Imbler
Separation  Agreement") that expires on December  31,  2003.   Compensation
under the Imbler Separation Agreement provides for monthly payments ranging
from $17,212  to  $34,424  plus a one-time payment of $158,695 on March 15,
2002.  The Imbler Separation  Agreement  contains  customary  noncompetion,
nondisclosure, and nonsolicitation provisions and provides for  the  use of
his consulting services though May 31, 2002.

  The  Company  has  employment  agreements  with  each  of  Messrs. Boots,
Kratochvil,  Beeler,  and  Herdrich  (each, an "Employment Agreement"  and,
collectively,  the "Employment Agreements").   The  agreements  for  Boots,
Kratochvil and Beeler  expire  on  January  1,  2007, and the agreement for
Herdrich expires on December 31, 2003.  The Employment  Agreements provided
for  fiscal  2001  base  compensation of $316,461, $231,919,  $284,251  and
$258,690, 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"  or  resignation for  good  cause
following a change in control resulting in the executive's  reassignment to
an office greater than 25 miles from his or her current office location (as
defined in the Employment Agreements, other than Mr. Herdrich for which the
following compensation only applies upon termination without  "cause"), 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 30 years in the
aggregate) of employment with the  Company  (other  than  Mr. Herdrich, who
would  receive  his  salary for one year), and (ii) certain benefits  under
applicable incentive compensation  plans.   Each  Employment Agreement also
includes   customary  noncompetition,  nondisclosure  and   nonsolicitation
provisions.




                                    -25-



<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  The Company  established  the Compensation Committee comprised of Messrs.
Buaron, Boots, and Hofmann, in  October  1996.  The annual salary and bonus
paid to Messrs. Boots, Kratochvil, Beeler,  and  Herdrich  for  fiscal 2001
were  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.  Boots  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
$756,000  for  fiscal  2001,  $821,000 for fiscal 2000, and   $792,000  for
fiscal 1999.  Under the FACL Management  Agreement,  the Company pays 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.  First Atlantic received  advisory
fees  of  approximately  $690,000 in July 1999 for originating, structuring
and negotiating the Cardinal Acquisition.  First Atlantic received advisory
fees of approximately $580,000 in May 2000 for originating, structuring and
negotiating the Poly-Seal  Acquisition.   First  Atlantic received advisory
fees of $139,000 in March 2001 and $250,000 in June  2001  for originating,
structuring   and   negotiating   the   Capsol   and  Pescor  acquisitions,
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  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 any  of the fees
paid  with respect to the acquisitions described above.  First Atlantic  is
engaged    by    Atlantic    Equity   Partners   International   II,   L.P.
("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 prior  stockholder  of
Holding, received in June 1996 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.   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 76,620.  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.

                                    -26-

<PAGE>

  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 29, 2001, there were outstanding
options to purchase an aggregate  of  60,420  shares  of  Class B Nonvoting
Common  Stock  to  102 current and former employees of the Company,  at  an
exercise price between $100 and $226 per share.

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 executive officers
of  Holding 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
                                                                                      ALL CLASSES OF
NAME AND ADDRESS                        PERCENTAGE OF                                 COMMON STOCK
       OF            CLASS     CLASS       VOTING      CLASS A  CLASS B   CLASS C    (FULLY-DILUTED)
BENEFICIAL OWNER       A         B      COMMON STOCK
-----------------------------------------------------------------------------------------------------
<S>                <C>         <C>       <C>            <C>      <C>       <C>          <C>
Atlantic Equity
Partners International
 II, L.P.(2)         7,800    128,142        55.5%       2,200    3,385    11,470        21.3%

J.P. Morgan Partners
(SBIC),LLC(3)       52,000      5,623(4)     23.5      168,000   33,436(4)      -        36.1

BPC Equity, LLC(5)  31,200          -        12.7       88,800        -         -        16.7

Roberto Buaron(6)    7,800    128,142        55.5        2,200    3,385    11,470        21.3

Martin R. Imbler         -      3,629         1.5            -   15,915(7)    664         2.2

Joseph S. Levy(8)        -         42          *             -      118        14          *

Lawrence G. Graev(9)     -          -           -            -        -         -           -

Donald J.
Hofmann, Jr.(10)    52,000      5,623(4)     23.5      168,000   33,436(4)      -        36.1

Mathew J. Lori(11)  52,000      5,623(4)     23.5      168,000   33,436(4)      -        36.1

David M.
Clarke(12)          31,200          -        12.7       88,800        -         -        16.7

Ira G. Boots             -      1,718          *             -    5,889(13)     -          *

James M.
Kratochvil               -      1,196          *             -    6,011(14)   391          *

R. Brent Beeler          -      1,196          *             -    6,011(15)   391          *

William J. Herdrich      -          -          *             -      767(16)     -          *


All executive
officers and        91,000    137,917        93.5      259,000   73,227    12,930        80.0
directors as a
group (11
persons)
</TABLE>


* Less than one percent.

                                    -27-

<PAGE>


(1) The authorized capital stock of Holding consists of 4,814,000 shares of
  capital stock, including 2,500,000 shares of Common Stock, $.01 par value
  (the "Holding Common  Stock"),  and  2,314,000 shares of Preferred Stock,
  $.01  par value (the "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 2,314,000 shares of
  Preferred Stock, 600,000 shares are designated Series A Senior Cumulative
  Exchangeable Preferred  Stock, 1,400,000 shares are designated Series A-1
  Preferred  Stock, 200,000  shares  are  designated  Series  B  Cumulative
  Preferred Stock,  3,063 shares are designated Series C-1 Preferred Stock,
  1,910 shares are designated  Series C-2 Preferred Stock, 2,135 shares are
  designated Series C-3 Preferred Stock, 3,033 shares are designated Series
  C-4 Preferred Stock, 3,027 shares  are  designated  Series  C-5 Preferred
  Stock, and 100,000 shares are designated Series D 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 1221 Avenue of the Americas, New York, New York 10020.
(4) Represents  warrants  to  purchase  such shares of common stock held by
  J.P.  Morgan  Partners  (SBIC),  LLC  (formerly   Chase  Venture  Capital
  Associates, LLC) ("JPMP(SBIC)") 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 6,778 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 King & Spalding, 1185 Avenue of the Americas,  New York,
  New York 10036.
(10) Address is c/o J.P. Morgan Partners, 1221 Avenue of the Americas,  New
  York,  New  York  10020.   Represents  shares  owned  by JPMP(SBIC).  Mr.
  Hofmann is a General Partner of J.P. Morgan Partners, LLC,  which  is the
  private  equity  investment  arm  of J.P. Morgan Chase & Co., which is an
  affiliate of JPMP(SBIC).  Mr. Hofmann  disclaims any beneficial ownership
  of the shares of Holding Common Stock held by JPMP(SBIC).
(11) Address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas,
  New York, New York 10020.  Represents shares  owned  by  JPMP(SBIC).  Mr.
  Lori  is a Principal with of J.P. Morgan Partners, which is  the  private
  equity  investment  arm of J.P. Morgan Chase & Co., which is an affiliate
  of JPMP(SBIC).  Mr. Lori disclaims any beneficial ownership of the shares
  of Holding Common Stock held by JPMP(SBIC).
(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  4,171 options granted to Mr.  Boots,  which  are  currently
  exercisable.
(14) Includes 2,607  options granted to Mr. Kratochvil, which are currently
  exercisable.
(15) Includes 2,607 options  granted  to  Mr.  Beeler,  which are currently
  exercisable.
(16)  Includes  667  options granted to Mr. Herdrich, 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 $756,000 for fiscal 2001,
$821,000  for  fiscal 2000, and $792,000 for fiscal 1999.  Under  the  FACL
Management Agreement,  the  Company  pays  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.  First  Atlantic  received  advisory  fees  of
approximately  $690,000  in  July  1999  for  originating,  structuring and
negotiating  the  Cardinal  Acquisition.  First Atlantic received  advisory
fees of approximately $580,000 in May 2000 for originating, structuring and
negotiating the Poly-Seal Acquisition.   First  Atlantic  received advisory
fees of approximately $139,000 in March 2001 and $250,000 in  June 2001 for
originating,   structuring   and   negotiating   the   Capsol   and  Pescor
acquisitions, 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  fees  paid with respect to the  acquisitions
described above.  Mr. Graev is also a  director  of First Atlantic, and Mr.
Levy  is  an  officer  of  First Atlantic.  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.

                                    -28-

<PAGE>

  Atlantic  Equity  Partners,  L.P.  (the  "Fund"), a prior stockholder  of
Holding, received in June 1996 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.

STOCKHOLDERS AGREEMENTS

  Holding entered into a Stockholders Agreement  dated as of June 18, 1996,
as  amended  (the  "Stockholders  Agreement"), with certain  common  equity
investors ("Common Stock Purchasers"),  certain Management Stockholders (as
defined  herein)  and, for limited purposes  thereunder,  the  Northwestern
Mutual Life Insurance  Company  ("Northwestern") and JPMP(SBIC) ("Preferred
Stock Purchasers").  The Stockholders  Agreement  grants  the  Common Stock
Purchasers  certain  rights  and obligations, including the following:  (i)
until  the  occurrence of certain  events  specified  in  the  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  Levy); (C) JPMP(SBIC) will have the
right to designate two directors (who are  currently  Messrs.  Hofmann  and
Lori);  and  (D)  the  institutional  holders  (excluding International and
JPMP(SBIC)) 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
JPMP(SBIC),  to  cause  the initial public offering of equity securities of
Holding or a sale of Holding  subsequent  to  June  18, 2001 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 June 18, 2002.
Provisions under the Stockholders  Agreement also (i) prohibit Holding from
taking certain actions without the consent  of  holders  of  a  majority of
voting  stock  held by JPMP(SBIC) 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  Stockholders  Agreement).
Pursuant to the  Stockholders  Agreement,  under  certain circumstances the
Preferred Stock Purchasers (and their transferees)  have  tag-along  rights
with  respect  to  the  warrants  issued by Holding in 1996 and the Holding
Common Stock issuable upon exercise thereof.  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, JPMP(SBIC)  and  the Institutional
Holders (as defined in the Stockholders Agreement) of more  than 50% of the
aggregate amount of securities held by them on June 19, 1996.

  The  Stockholders  Agreement  grants  registration rights, under  certain
circumstances  and subject to specified conditions,  to  the  Common  Stock
Purchasers.  International  and  JPMP(SBIC)  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 JPMP(SBIC)) have
the  right, on one occasion, to demand registration, at Holding's  expense,
of their  shares  of  Holding  Common  Stock.   The  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.


                                    -29-

<PAGE>


  The  provisions of the 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) June  18, 2001 if an
underwritten  public offering of equity securities of Holding resulting  in
gross proceeds  of at least $20.0 million occurs prior to June 18, 2001 and
(B)  the occurrence  of  such  underwritten  public  offering  that  occurs
subsequent  to  June  18,  2001;  (ii)  June  18, 2016; and (iii) a sale of
Holding.   In addition, the 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, Boots, Kratochvil, Beeler, and Herdrich  (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.

  In  order  to  finance  a  portion  of  the  consideration  delivered  in
connection  with  the acquisition of Poly-Seal Corporation, Holding issued,
pursuant to a Preferred  Stock  and  Warrant Purchase Agreement dated as of
May 9, 2000 (the "Preferred Agreement")  by  and among Holding, JPMP(SBIC),
and  Northwestern,  1,000,000 shares of Series A-1  Preferred  Stock  in  a
private placement (the  "Preferred  Placement")  for  an aggregate purchase
price of $25 million.  The Series A-1 Preferred Stock has a stated value of
$25  per share, and dividends accrue at a rate of 14% per  annum  and  will
accumulate  until  declared and paid.  The Series A-1 Preferred Stock ranks
pari-passu with the Series A Preferred Stock and prior to all other capital
stock of Holding.  In  connection  with  the  Preferred  Placement, Holding
issued warrants to purchase 25,997 shares of its Series B Non-Voting Common
Stock at $0.01 per share.  Holding also extended the expiration  period  of
currently outstanding warrants to purchase Series B Non-Voting Common Stock
and Series B Voting Common Stock held by JPMP(SBIC) and Northwestern to May
9,  2010.   The  Series  A-1  Preferred  Stock  and Warrants were issued in
transactions exempt from registration in reliance on the exemption provided
by Section 4 (2) of the Securities Act of 1933.

TAX SHARING AGREEMENT

  For federal income tax purposes, Berry and its  domestic subsidiaries are
included in the affiliated group of which Holding is  the common parent and
as  a  result,  the  federal  taxable  income  and  loss of Berry  and  its
subsidiaries  is  included in the group consolidated tax  return  filed  by
Holding.  In April  1994,  Holding,  Berry  and certain of its subsidiaries
entered into a tax sharing agreement, which was  amended  and  restated  in
March 2001 (the "Tax Sharing Agreement").  Under the Tax Sharing Agreement,
for  fiscal 1994 and all taxable years thereafter for which the Tax Sharing
Agreement  remains  in effect, Berry and its subsidiaries as a consolidated
group are required to  pay at the request of Holding an amount equal to the
taxes (plus any accrued  interest) that they would otherwise have to pay if
they were to file separate  federal,  state  or  local  income  tax returns
(including   any   amounts   determined   to  be  due  as  a  result  of  a
redetermination arising from an audit or otherwise of a tax liability which
is attributable to them).  If Berry and its  subsidiaries  would  have been
entitled to a tax refund for taxes paid previously on the basis computed as
if  they  were  to  file  separate  returns,  then  under  the  Tax Sharing
Agreement,  Holding  is  required  to  pay at the request of Berry and  its
subsidiaries an amount equal to such tax  refund.   If,  however, Berry and
its  subsidiaries  would  have  reported  a tax loss if they were  to  file
separate returns, then Holdings intends, but is not obligated under the Tax
Sharing Agreement, to pay to Berry and its  subsidiaries an amount equal to
the tax benefit that is realized by Holding as  a  result  of such separate
loss.   Under  the Tax Sharing Agreement any such payments to  be  made  by
Holding to Berry  or  any  of its subsidiaries on account of a tax loss are
within the sole discretion of  Holding.   Berry and its subsidiaries made a
$8.5 million payment to Holding in December  2001  under  this  tax sharing
agreement.


                                    -30-



<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 schedule listed under Item 8 is 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

          None.



                                    -31-


<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 ("Holding") as of December 29, 2001, and December 30, 2000, 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  29, 2001.  Our audits also included the financial statement
schedule listed in the Index at Item 14(a).  These financial statements and
schedule   are   the   responsibility   of   Holding's   management.    Our
responsibility is  to  express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits  in  accordance  with  auditing standards generally
accepted in the United States.  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  at  December 29, 2001 and December 30,
2000, and the consolidated results of its operations and its cash flows for
each  of  the  three  years  in  the period ended  December  29,  2001,  in
conformity with accounting principles  generally  accepted  in  the  United
States.   Also,  in  our opinion, the related financial statement schedule,
when considered in relation  to the basic consolidated financial statements
taken as a whole, present fairly  in  all material respects the information
set forth therein.






                                        /S/ ERNST & YOUNG LLP



Indianapolis, Indiana
February 15, 2002

                                    F-1

<PAGE>
                            BPC HOLDING CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                           (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                           DECEMBER 29,    DECEMBER 30,
                                                              2001             2000
                                                          -------------    ------------
<S>                                                      <C>               <C>
ASSETS
Current assets:
    Cash and cash equivalents                             $      1,232     $     2,054
    Accounts receivable (less allowance for doubtful
      accounts of $2,070 at December 29, 2001 and $1,724
      at December 30, 2000)                                     48,623          48,397
    Inventories:
      Finished goods                                            43,048          38,157
      Raw materials and supplies                                13,009          10,822
                                                          -------------    ------------
                                                                56,057          48,979
    Prepaid expenses and other receivables                       5,280           5,272
                                                          -------------    ------------
Total current assets                                           111,192         104,702

Property and equipment:
    Land                                                         9,443           8,894
    Buildings and improvements                                  72,722          60,572
    Machinery, equipment and tooling                           201,357         203,569
    Construction in progress                                    22,647          16,901
                                                          -------------    ------------
                                                               306,169         289,936
    Less accumulated depreciation                              102,952         110,132
                                                          -------------    ------------
                                                               203,217         179,804
Intangible assets:
    Deferred financing fees, net                                 8,475          10,422
    Covenants not to compete, net                                1,955           3,388
    Excess of cost over net assets acquired, net               119,923         114,680
                                                          -------------    ------------
                                                               130,353         128,490

Other                                                            2,114             126
                                                          -------------    ------------
Total assets                                               $   446,876      $  413,122
                                                          =============    ============
</TABLE>



                                    F-2


<PAGE>



                  CONSOLIDATED BALANCE SHEETS (CONTINUED)





<TABLE>
<CAPTION>
                                                           DECEMBER 29,    DECEMBER 30,
                                                              2001             2000
                                                          -------------    ------------
<S>                                                        <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable                                       $    34,862      $   26,779
    Accrued expenses and other liabilities                       8,955          10,430
    Accrued interest                                             7,964           9,006
    Employee compensation and payroll taxes                     17,792          14,785
    Current portion of long-term debt                           22,292          23,232
                                                          -------------    ------------
Total current liabilities                                       91,865          84,232

Long-term debt, less current portion                           463,589         445,574
Accrued dividends on preferred stock                            27,446          17,656
Deferred income taxes                                              489             491
Other liabilities                                                3,088           3,166
                                                          -------------    ------------
Total liabilities                                              586,477         551,119
Stockholders' equity (deficit):
  Series A Preferred Stock; 600,000 shares
    authorized, issued and outstanding (net of
    discount of $1,893 at December 29, 2001 and $2,185
    at December 30, 2000)                                       12,678          12,386
  Series A-1 Preferred Stock; 1,400,000 shares
    authorized; 1,000,000 shares issued and
    outstanding (net of discount of $4,668 at December
    29, 2001 and $5,400 at December 30, 2000)                   20,332          19,600
  Series B Preferred Stock; 200,000 shares
    authorized, issued and outstanding                           5,000           5,000
  Series C Preferred Stock; 13,168 shares
    authorized, issued and outstanding                           9,779               -
  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; 145,058
     shares issued and 144,546 shares outstanding                    1               1
    Nonvoting; 500,000 shares authorized; 61,325
     shares issued and 59,222 shares outstanding                     1               1
  Class C Common Stock; $.01 par value:  Nonvoting;
    500,000 shares authorized; 17,000 shares issued
    and 16,833 shares outstanding                                    -               -
  Treasury stock:  512 shares Class B Voting Common
    Stock; 2,103 shares Class B Nonvoting Common
    Stock; and 167 shares Class C Nonvoting Common
    Stock                                                         (405)           (405)
  Additional paid-in capital                                    25,315          35,041
  Warrants                                                       9,386           9,386
  Retained earnings (deficit)                                 (220,263)       (218,168)
  Accumulated other comprehensive income (loss)                 (1,429)           (843)
                                                          -------------    ------------
Total stockholders' equity (deficit)                          (139,601)       (137,997)
                                                          -------------    ------------
Total liabilities and stockholders' equity
    (deficit)                                                $ 446,876       $ 413,122
                                                          =============    ============

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                    F-3

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

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ---------------------------------------
                                             DECEMBER 29,   DECEMBER 30,  JANUARY 1,
                                                 2001          2000         2000
                                             ------------- ------------ ------------
<S>                                           <C>         <C>             <C>
Net sales                                     $ 461,659     $ 408,088     $ 328,834
Cost of goods sold                              338,000       312,119       241,067
                                             ------------- ------------ ------------
Gross margin                                    123,659        95,969        87,767

Operating expenses:
    Selling                                      21,996        21,630        17,383
    General and administrative                   28,535        24,408        22,034
    Research and development                      1,948         2,606         2,338
    Amortization of intangibles                  12,802        10,579         7,215
    Other expenses                                4,911         6,639         5,148
                                             ------------- ------------ ------------
Operating income                                 53,467        30,107        33,649

Other expenses:
    Loss on disposal of property and equipment      473           877         1,416
                                             ------------- ------------ ------------
Income before interest and taxes                 52,994        29,230        32,233

Interest:
    Expense                                     (54,397)      (51,553)      (41,040)
    Income                                           42            96           223
                                             ------------- ------------ ------------
Loss before income taxes and
extraordinary item                               (1,361)      (22,227)       (8,584)
Income taxes (benefit)                              734          (142)          554
                                             ------------- ------------ ------------
Loss before extraordinary item                   (2,095)      (22,085)       (9,138)
Extraordinary item (less applicable income
taxes of $0)                                          -        (1,022)            -
                                             ------------- ------------ ------------
Net loss                                         (2,095)      (23,107)       (9,138)

Preferred stock dividends                        (9,790)       (6,655)       (3,776)
Amortization of preferred stock discount         (1,024)         (768)         (292)
                                             ------------- ------------ ------------
Net loss attributable to common shareholders  $ (12,909)    $ (30,530)   $  (13,206)
                                             ============= ============ ============
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                    F-4



<PAGE>

                              BPC HOLDING CORPORATION
<TABLE>
<CAPTION>

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

                                   COMMON STOCK                  PREFERRED STOCK
                              ------------------------     -----------------------------
                               CLASS    CLASS    CLASS    CLASS   CLASS    CLASS     CLASS     TREASURY
                                  A       B        C        A      A-1       B         C        STOCK
                             --------------------------------------------------------------------------
<S>                            <C>     <C>       <C>      <C>     <C>     <C>       <C>       <C>
Balance at January 2, 1999      $ 4      $ 2     $ -     $ 11,801  $  -    $ 5,000     $  -    $ (280)
                             -------- -------- --------  -------- -------- -------- --------- ---------

Net loss                          -        -       -            -      -          -       -         -

Sale of treasury stock            -        -       -            -      -          -       -        40
to management

Purchase treasury stock           -        -       -            -      -          -       -       (16)
from management

Translation loss                  -        -       -            -      -          -       -         -

Accrued dividends                 -        -       -            -      -          -       -         -
on preferred stock

Amortization of                   -        -       -          292      -          -       -         -
preferred stock
discount
                             -------- -------- --------  --------  -------- -------- --------- ---------

Balance at January 1, 2000        4        2       -       12,093      -      5,000       -      (256)

                             -------- -------- --------  --------  -------- -------- --------- ---------
Net loss                          -        -       -            -      -          -       -         -

Purchase treasury                 -        -       -            -      -          -       -      (149)
stock from management

Translation loss                  -        -       -            -      -          -       -         -

Stock-based                       -        -       -            -      -          -       -         -
compensation

Issuance of                       -        -       -            - 25,000          -       -         -
preferred stock

Issuance of                       -        -       -            - (5,875)         -       -         -
private warrants

Accrued dividends                 -        -       -            -      -          -       -         -
on preferred stock

Amortization                      -        -       -          293    475          -       -         -
of preferred stock
discount
                             -------- -------- --------  -------- --------  -------- --------- ---------
Balance at December 30, 2000      4        2       -       12,386 19,600      5,000       -      (405)
                             -------- -------- --------  -------- --------  -------- --------- ---------
Net loss                          -        -       -            -      -          -       -         -

Translation loss                  -        -       -            -       -         -       -         -

Stock-based                       -        -       -            -       -         -       -         -
compensation

Issuance of                       -        -       -            -       -         -   9,779         -
preferred stock

Issuance of                       -        -       -            -       -         -       -         -
common stock

Accrued dividends                 -        -       -            -       -         -       -         -
on preferred stock

Amortization                      -        -       -          292     732         -       -         -
of preferred stock
discount
                             -------- -------- --------  -------- -------- -------- --------- ---------
Balance at December 29, 2001    $ 4      $ 2     $ -      $12,678 $20,332    $5,000  $9,779     $(405)
                             ======== ======== ========  ======== ========  ======== ======== =========



                                                                 ACCUMULATED
                             ADDITIONAL               RETAINED      OTHER                COMPREHENSIVE
                              PAID-IN                 EARNINGS   COMPREHENSIVE    TOTAL     INCOME
                              CAPITAL   WARRANTS     (DEFICIT)       LOSS                   (LOSS)
                            --------------------------------------------------------------------------
Balance at January 2, 1999  $ 45,611      $ 3,511    $ (185,923)      $ (83)   $ (120,357)
                            ---------  -----------   ----------  -----------   ------------- ---------

Net loss                           -            -       (9,138)           -       (9,138)     (9,138)

Sale of treasury stock            16            -            -            -           56           -
to management

Purchase treasury stock            -            -            -            -          (16)          -
from management

Translation loss                   -            -            -         (240)        (240)       (240)

Accrued dividends             (3,776)           -            -            -       (3,776)          -
on preferred stock

Amortization of                 (292)           -            -            -            -           -
preferred stock
discount
                             ---------- ----------   ----------   -----------  -----------   ---------

Balance at January 1, 2000    41,559        3,511     (195,061)        (323)    (133,471)     (9,378)
                             ---------- ----------   ----------   -----------  -----------   =========

Net loss                           -            -      (23,107)           -      (23,107)   $(23,107)

Purchase treasury                  -            -            -            -         (149)          -
stock from management

Translation loss                   -            -            -         (520)        (520)       (520)

Stock-based                      905            -            -            -          905           -
compensation

Issuance of                        -            -            -            -        25,000          -
preferred stock

Issuance of                        -        5,875            -            -            -           -
private warrants

Accrued dividends             (6,655)           -            -            -       (6,655)          -
on preferred stock

Amortization                    (768)           -            -            -            -           -
of preferred stock
discount
                             ---------- ----------   ----------   -----------  -----------   ---------

Balance at December 30, 2000  35,041        9,386     (218,168)        (843)    (137,997)    (23,627)
                             ---------- ----------   ----------   -----------  -----------   =========

Net loss                           -            -       (2,095)           -       (2,095)     (2,095)

Translation loss                   -            -            -         (586)        (586)       (586)

Stock-based                      796            -            -            -          796           -
compensation

Issuance of                        -            -            -            -        9,779           -
preferred stock

Issuance of                      292            -            -            -          292           -
common stock

Accrued dividends             (9,790)           -            -            -       (9,790)          -
on preferred stock

Amortization                  (1,024)           -            -            -            -           -
of preferred stock
discount
                            ----------  ---------   ----------   -----------  -----------   ---------

Balance at December 29, 2001 $25,315      $ 9,386    $(220,263)     $(1,429)   $(139,601)    $(2,681)
                            ========== ==========   ==========   ===========  ===========   =========




</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



                                    F-5


<PAGE>


                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                YEAR ENDED
                                              ----------------------------------------------
                                                DECEMBER 29,    DECEMBER 30,    JANUARY 1,
                                                   2001            2000            2000
                                              --------------- --------------- --------------
<S>                                             <C>            <C>             <C>
OPERATING ACTIVITIES
Net loss                                         $(2,095)       $ (23,107)       $(9,138)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
      Depreciation                                38,105           31,569         24,580
      Non-cash interest expense                   11,268           18,047         15,567
      Amortization                                12,802           10,579          7,215
      Non-cash compensation                          796              905              -
      Write-off of financing fees                      -            1,022              -
      Loss on sale of property and equipment         473              877          1,416
      Deferred income taxes                            -             (349)             6
      Changes in operating assets and
      liabilities:
        Accounts receivable, net                   2,869           (1,475)          (723)
        Inventories                               (4,017)           7,383         (7,746)
        Prepaid expenses and other receivables       (50)          (1,163)          (529)
        Other assets                              (2,000)               -            493
        Accounts payable and accrued expenses     (3,803)          (8,182)         4,860
                                              --------------- --------------- --------------
Net cash provided by operating activities         54,348           36,106         36,001

INVESTING ACTIVITIES
Additions to property and equipment              (32,834)         (31,530)       (30,738)
Proceeds from disposal of property and                93            1,666            529
equipment
Acquisitions of businesses                       (23,549)         (78,851)       (76,769)
                                              --------------- --------------- --------------
Net cash used for investing activities           (56,290)        (108,715)      (106,978)

FINANCING ACTIVITIES
Proceeds from long-term borrowings                15,606           80,032         90,435
Payments on long-term borrowings                 (24,088)         (31,543)       (16,340)
Purchase of treasury stock from management             -             (149)           (16)
Proceeds from issuance of preferred stock          9,779           25,000              -
and warrants
Proceeds from issuance of treasury stock               -                -             56
Proceeds from issuance of common stock               292                -              -
Debt issuance costs                               (1,009)          (1,303)        (3,000)
                                              --------------- --------------- --------------
Net cash provided by financing activities            580           72,037         71,135

Effect of exchange rate changes on cash              540               80             70
                                              --------------- --------------- --------------

Net increase (decrease) in cash and cash            (822)            (492)            228
equivalents

Cash and cash equivalents at beginning of          2,054            2,546           2,318
year
                                              --------------- --------------- --------------
Cash and cash equivalents at end of year         $ 1,232          $ 2,054          $2,546
                                              =============== =============== ==============

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>

                                    F-6
<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  subsidiary Berry Plastics
Corporation  ("Berry"  or  the "Company") and its subsidiaries  Berry  Iowa
Corporation,  Berry  Tri-Plas   Corporation,  Berry  Sterling  Corporation,
Aerocon, Inc., PackerWare Corporation,  Berry  Plastics Design Corporation,
Venture  Packaging,  Inc. and its subsidiaries Venture  Packaging  Midwest,
Inc. and Berry Plastics  Technical Services, Inc., NIM Holdings Limited and
its subsidiary Berry Plastics  U.K.  Limited  and  its  subsidiary  Norwich
Acquisition Limited, Knight Plastics, Inc., CPI Holding Corporation and its
subsidiary Cardinal Packaging, Inc., Berry Plastics Acquisition Corporation
II, Poly-Seal Corporation, Berry Plastics Acquisition Corporation III,  CBP
Holdings, S.r.l. and its subsidiaries Capsol S.p.a. and Ociesse S.r.l., and
Pescor,  Inc.  manufactures  and markets plastic packaging products through
its  facilities located in Evansville,  Indiana;  Henderson,  Nevada;  Iowa
Falls,  Iowa;  Charlotte,  North  Carolina;  Suffolk,  Virginia;  Lawrence,
Kansas;   Monroeville,   Ohio;   Norwich,   England;  Woodstock,  Illinois;
Streetsboro,  Ohio;  Baltimore, Maryland; Milan,  Italy,  and  Fort  Worth,
Texas.

In connection with the acquisition of CPI Holding Corporation in July 1999,
the Company acquired manufacturing  facilities  in  Ontario, California and
Minneapolis, Minnesota.  The Ontario facility was closed  in  1999, and all
production  was  removed  from the Minneapolis facility in 2000.   Also  in
2000, the Company closed its  manufacturing facility in York, Pennsylvania.
The business from these closed  locations  has  been distributed throughout
Berry's facilities.

Holding's  fiscal  year  is  a 52/53 week period ending  generally  on  the
Saturday closest to December 31.  All references herein to  "2001," "2000,"
and "1999," relate to the fiscal  years  ended  December 29, 2001, December
30, 2000, and January 1, 2000, 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 three primary segments:  containers,
closures,  and  consumer  products.   The  Company's  customers are located
principally throughout the United States, without significant concentration
in any one region or with 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 $110.5 million in 2001.
Dow Chemical Corporation is the largest supplier (approximately 31%) of the
Company's total resin material requirements.   The  Company also uses other
suppliers such as Chevron, ExxonMobil, Nova and Equistar  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.

                                    F-7

<PAGE>

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 and deferred financing fees are being amortized using  the
straight-line method over the lives of the respective debt agreements.

Covenants not to compete are being amortized using the straight-line method
over the respective lives of the agreements ranging from one to five years.

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 using the straight-line method over a range of  15  to  20
years.

LONG-LIVED ASSETS

Holding  evaluates  long-lived  assets  for  impairment  whenever events or
changes in circumstances indicate that the carrying value  of  an asset may
not be recoverable based on expected undiscounted cash flows attributed  to
that  asset.   The  amount  of any impairment is measured as the difference
between the carrying value and  the  fair  value  of  the  impaired  asset.
Holding does not have any long-lived assets it considers to be impaired.

Revenue Recognition

Revenue from sales of products is recognized at the time product is shipped
to the customer.

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.


                                   F-8

<PAGE>




IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

The  Financial  Accounting Standards Board  ("FASB")  issued  Statement  of
Financial  Accounting   Standards   No.   133,  ACCOUNTING  FOR  DERIVATIVE
INSTRUMENTS  AND HEDGING ACTIVITIES ("SFAS No.  133"),  which  the  Company
adopted at the  beginning  of  fiscal 2001.  This pronouncement establishes
accounting and reporting standards for derivative financial instruments and
hedging activities.  SFAS No. 133 requires, among other things, the Company
to recognize all derivatives as either assets or liabilities on the balance
sheet at fair value.  Derivatives  that  are not hedges must be adjusted to
fair value through income.  If the derivative  is a hedge, depending on the
nature  of  the  hedge,  changes in its fair value will  either  be  offset
against the change in fair value of the hedged assets, liabilities, or firm
commitments through income or recognized in accumulated other comprehensive
income until the hedged item  is  recognized  in earnings.  The ineffective
portion  of  a  derivative's  change  in  fair value  will  be  immediately
recognized  in earnings.  The adoption of SFAS  No.  133  did  not  have  a
material effect on the earnings and financial position of the Company.

In June 2001,  the FASB issued SFAS No. 141, BUSINESS COMBINATIONS and SFAS
No.  142, GOODWILL  AND  OTHER  INTANGIBLE  ASSETS.   These  pronouncements
significantly  change  the  accounting for business combinations, goodwill,
and intangible assets.  SFAS  No.  141  eliminates the pooling-of-interests
method of accounting for business combinations  and  further  clarifies the
criteria  to  recognize  intangible  assets separately from goodwill.   The
requirements of SFAS No. 141 are effective  for  any  business  combination
that  is  completed after June 30, 2001.  SFAS No. 142 states goodwill  and
indefinite lived intangible assets are no longer amortized but are reviewed
for impairment  annually  (or  more  frequently  if  impairment  indicators
arise).   Separable intangible assets that are deemed to have an indefinite
life will continue  to  be  amortized over their useful lives.  The Company
will adopt the provisions of  SFAS  Nos. 141 and 142 as of the beginning of
fiscal 2002.   Application of the nonamortization  provisions  of  SFAS No.
142 is expected to result in an increase in net income (or decrease  in net
loss) of approximately $10.5 million per year based on goodwill related  to
acquisitions prior to the new rules.  Further, during fiscal year 2002, the
Company will perform the first of the required impairment tests of goodwill
and  indefinite  lived  intangible  assets  and  has not yet determined the
impact of the results of these tests on the earnings and financial position
of the Company.  Any goodwill or other intangible  asset  impairment losses
recognized from the initial impairment test are required to  be reported as
a  cumulative  effect of a change in accounting principle in the  Company's
financial statements.

In  October 2001,  the  FASB  issued  SFAS  No.  144,  ACCOUNTING  FOR  THE
IMPAIRMENT  OR DISPOSAL OF LONG-LIVED ASSETS.  This statement addresses the
financial accounting and reporting for the impairment and disposal of long-
lived assets.   It  supercedes and addresses significant issues relating to
the implementation of  SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-
LIVED ASSETS AND FOR LONG-LIVED  ASSETS  TO  BE  DISPOSED OF.  SFAS No. 144
retains many of the fundamental provisions of SFAS  No. 121 and establishes
a single accounting model, based on the framework established  in  SFAS No.
121,  for  long-lived  assets to be disposed of by sale, whether previously
held and used or newly acquired.   The  Company will adopt this standard as
of the beginning of fiscal 2002.  The application  of  SFAS  No. 144 is not
expected  to have a material impact on the Company's results of  operations
and financial position.

NOTE 3.  ACQUISITIONS

On May 9, 2000,  Berry  acquired  all  of  the outstanding capital stock of
Poly-Seal   Corporation  ("Poly-Seal")  for  aggregate   consideration   of
approximately  $58.0  million.   The  purchase  was  financed  through  the
issuance  by  Holding  of $25.0 million of 14% preferred stock and warrants
and additional borrowings under the senior credit facility.  The operations
of Poly-Seal are included  in Berry's operations since the acquisition date
using the purchase method of accounting.

 On October 4, 2000, Berry, through  its  newly-formed, wholly owned Italian
subsidiary CBP Holdings S.r.l. ("Capsol"),  acquired all of the outstanding
capital  stock  of Capsol S.p.a., headquartered  in  Cornate  d'Adda,  near
Milan, Italy and  the  whole  quota  capital  of a related company, Ociesse
S.r.l., for aggregate consideration of approximately  $14.0  million.   The
purchase  was financed through borrowings under the senior credit facility.
The operations  of  Capsol  are  included  in  Berry's operations since the
acquisition date using the purchase method of accounting.

                                    F-9

<PAGE>


On  May 14, 2001, Berry acquired all of the outstanding  capital  stock  of
Pescor   Plastics,   Inc.   ("Pescor")   for   aggregate  consideration  of
approximately  $24.8  million.   The  purchase  was  financed  through  the
issuance by Holding of $9.8 million of 14% preferred stock  and  additional
borrowings under the senior credit facility.  The operations of Pescor  are
included  in  Berry's  operations  since  the  acquisition  date  using the
purchase  method  of accounting.  The fair value of the net assets acquired
was based on preliminary estimates and may be revised at a later date.

The pro forma results  listed  below  are  unaudited  and  reflect purchase
accounting   adjustments   assuming   the  Poly-Seal,  Capsol,  and  Pescor
acquisitions occurred at the beginning of each fiscal year presented.

<TABLE>
<CAPTION>
                                                   YEAR ENDED
                                         -------------------------------
                                           DECEMBER 29,   DECEMBER 30,
                                              2001           2000
                                         --------------- ---------------
<S>                                      <C>            <C>
Pro forma net sales                       $ 474,112        $ 459,657
Pro  forma  loss  before  extraordinary      (2,663)         (29,603)
 item
Pro forma net loss                           (2,663)         (30,625)
</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 dates, 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
effects.

NOTE 4.  INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                       DECEMBER 29,  DECEMBER 30,
                                                          2001          2000
                                                      -------------  ------------
<S>                                                      <C>          <C>
    Deferred financing fees                             $ 20,894        $19,621
    Covenants not to compete                               7,376          9,997
    Excess of cost over net assets acquired              146,494        131,775
    Accumulated amortization                             (44,411)       (32,903)
                                                      -------------  ------------
                                                        $130,353       $128,490
                                                      =============  ============

</TABLE>

Excess of cost over net assets  acquired  increased  primarily  due  to the
acquisition of Pescor in 2001.


                                    F-10

<PAGE>




NOTE 5.  LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                         DECEMBER 29,     DECEMBER 30,
                                            2001              2000
                                         ------------     ------------
<S>                                     <C>               <C>
Holding 12.50% Senior Secured Notes       $135,714           $127,282
Berry 12.25% Senior Subordinated Notes     125,000            125,000
Berry 11% Senior Subordinated Notes         75,000             75,000
Term loans                                  54,596             75,607
Revolving lines of credit                   49,053             35,447
Second Lien Senior Credit Facility          25,000             25,000
Nevada Industrial Revenue Bonds              3,000              3,500
Capital leases                              18,131              1,435
Debt premium, net                              387                535
                                         ------------     ------------
                                           485,881            468,806
Less current portion of long-term debt      22,292             23,232
                                         ------------     ------------
                                          $463,589           $445,574
                                         ============     ============

</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  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 paid interest, at an increased  rate  of 0.75% per annum,
in  additional 1996 Notes valued at 100% of the principal  amount  thereof.
Holding  issued  an additional approximately $30.7 million ($8.4 million in
2001 and $15.3 million in 2000) aggregate principal amount of 1996 Notes in
satisfaction of its interest obligation.

The 1996 Notes rank  senior  in right of payment to all existing and future
subordinated  indebtedness  of Holding,  including  Holding's  subordinated
guarantee of all of Berry's Senior  Subordinated  Notes  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 senior credit facility, second
lien senior credit facility, and the Nevada Industrial Revenue 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
net proceeds to Berry from the sale of the 1994 Notes, after expenses, were
$93.0 million.  On August 24, 1998, Berry completed an additional  offering
of  $25.0  million  aggregate  principal  amount  of 12.25% Series B Senior
Subordinated Notes due 2004 (the "1998 Notes").  The  net proceeds to Berry
from the sale of the 1998 Notes, after expenses, were $25.2  million.   The
1994  Notes and 1998 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 and October 15, 1998  for  the  1994 Notes and 1998 Notes,
respectively.   Holding  and  all of Berry's subsidiaries  fully,  jointly,
severally, and unconditionally guarantee on a senior subordinated basis the
1994 Notes and 1998 Notes.  There  are no nonguarantor subsidiaries.  Berry
and  all  of Berry's subsidiaries are  100%  owned  by  Holding.   Separate
narrative information  or  financial  statements  of guarantor subsidiaries
have not been included as management believes they would not be material to
investors (see Note 13).


                                    F-11


<PAGE>




Berry is not required to make mandatory redemption or sinking fund payments
with  respect to the 1994 Notes and 1998 Notes. The  1994  Notes  and  1998
Notes may  be  redeemed  at  the  option  of Berry, in whole or in part, at
102.042% through April 14, 2002 and 100% on  April 15, 2002 and thereafter.
Upon  a  change  in control, as defined in the indenture  entered  into  in
connection with the  1994  Transaction  (the "1994 Indenture") and the 1998
Transaction ("1998 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 and 1998  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  senior  credit
facility,  second  lien  senior  credit facility, and the Nevada Industrial
Revenue Bonds.

The  1994 Indenture and 1998 Indenture  contain  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.

BERRY 11% SENIOR SUBORDINATED NOTES

On  July 6, 1999, Berry completed an offering of  $75.0  million  aggregate
principal  amount  of  11%  Berry  Plastics Corporation Senior Subordinated
Notes, due 2007 (the "1999 Notes").   The  net  proceeds  to Berry from the
sale of the 1999 Notes, after expenses, were $72.0 million.  The 1999 Notes
mature on July 15, 2007 and interest is payable semi-annually on January 15
and  July 15 of each year and commenced on January 15, 2000.   Holding  and
all  of   Berry's   subsidiaries   fully,   jointly,   and  severally,  and
unconditionally guarantee on a senior subordinated basis  the  1999  Notes.
There are no nonguarantor subsidiaries.

Berry is not required to make mandatory redemption or sinking fund payments
with  respect  to  the  1999 Notes.  On or subsequent to July 15, 2003, the
1999 Notes may be redeemed  at the option of Berry, in whole or in part, at
redemption  prices  ranging from  105.5%  in  2003  to  100%  in  2006  and
thereafter.  Upon a change  in control, as defined in the indenture entered
into in connection with the 1999  Transaction  (the "1999 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.

CREDIT FACILITY

The  Company  has  a  financing  and  security  agreement  (the  "Financing
Agreement") with a syndicate of lenders led by Bank of America for a senior
secured  credit  facility (the "Credit Facility").  The Financing Agreement
amended the prior  agreement  as  additional  funds  were made available in
connection with the acquisition of Poly-Seal.  The amendment resulted in an
extraordinary charge in fiscal 2000 of $1.0 million of  deferred  financing
costs  associated  with  the  Financing  Agreement  and the prior financing
agreement.   As  of  December  29, 2001, the Credit Facility  provides  the
Company with (i) a $80.0 million  revolving line of credit ("US Revolver"),
subject  to  a borrowing base formula,  (ii)  a  $2.2  million  (using  the
December 29, 2001  exchange  rate)  revolving line of credit denominated in
British  Sterling  in  the  U.K. ("UK Revolver"),  subject  to  a  separate
borrowing base formula, (iii)  a  $52.6  million term loan facility, (iv) a
$2.0 million (using the December 29, 2001 exchange rate) term loan facility
denominated in British Sterling in the U.K. ("UK Term Loan") and (v) a $3.2
million standby letter of credit facility  to support the Company's and its
subsidiaries' obligations under the Nevada Bonds.   At  December  29, 2001,
the  Company  had  unused  borrowing  capacity  under the Credit Facility's
revolving line of credit of approximately $17.7 million.   The indebtedness
under  the  Credit  Facility  is  guaranteed  by  Holding  and  all of  its
subsidiaries (other than its subsidiaries in the United Kingdom and Italy).
The  obligations  of  the  Company  and  the  subsidiaries under the Credit
Facility and the guarantees thereof are secured by substantially all of the
assets of such entities.

CBP Holdings, S.r.l. has a revolving credit facility (the "Italy Revolver")
from  Bank  of  America  for  $12.0 million (using the  December  29,  2001
exchange rate) denominated in Euros.   Bank of America also extends working
capital financing (the "Italy Working Capital  Line") of up to $1.5 million
(using the December 29, 2001 exchange rate) denominated in Euros.  The full
amount  available under the Italy Revolver and the  Italy  Working  Capital
Line are applied to reduce amounts available under the US Revolver, as does
the outstanding balance under the UK Revolver.


                                    F-12

<PAGE>

The  Credit   Facility  matures  on  January  21,  2004  unless  previously
terminated by the  Company  or  by  the lenders upon an Event of Default as
defined  in  the Financing Agreement.   The  term  loan  facility  requires
periodic payments, varying in amount, through the maturity of the facility.
Interest on borrowings under the Credit Facility is based on either (i) the
lender's base  rate (which is the higher of the lender's prime rate and the
federal funds rate plus 0.5%) plus an applicable margin of 0.25% to 1.0% or
(ii) eurodollar  LIBOR (adjusted for reserves) plus an applicable margin of
2.25% to 3.0%, at  the Company's option (4.4% at December 29, 2001 and 8.9%
at  December 30, 2000).   Following  receipt  of  the  quarterly  financial
statements, the agent under the Credit Facility shall change the applicable
interest rate margin on loans (other than under the UK Revolver and UK Term
Loan)  once  per  quarter  to a specified margin determined by the ratio of
funded debt to EBITDA of the Company and its subsidiaries.  Notwithstanding
the foregoing, interest on borrowings under the UK Revolver and the UK Term
Loan is based on sterling LIBOR  (adjusted  for  reserves)  plus  2.25% and
2.75%,  respectively.  Interest on borrowings under the Italy Revolver  and
the Italy Working Capital Line is based on EURIBOR plus 2.0%.

The Credit  Facility  contains  various covenants that 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.

SECOND LIEN SENIOR CREDIT FACILITY

On July 17, 2000, Berry obtained a second lien senior credit facility  from
General  Electric  Capital Corporation for an aggregate principal amount of
$25.0  million  (the "Second  Lien  Senior  Facility"),  resulting  in  net
proceeds of $24.3  million  after  fees  and  expenses.   The proceeds were
utilized  to  reduce  amounts then outstanding under the US Revolver.   The
indebtedness is guaranteed  by  Holding  and all of its subsidiaries (other
than its subsidiaries in the United Kingdom  and  Italy).   The Second Lien
Senior  Facility is secured by a second priority lien on substantially  the
same collateral as the collateral for the Credit Facility.

The $25.0  million  principal  amount  is  due  upon the Second Lien Senior
Facility's maturity on January 21, 2004.  Interest  is  based on either (i)
the  lender's  base  rate (which is the higher of the prime  rate  and  the
federal funds rate plus  0.5%)  plus  an applicable margin of 3.25% or (ii)
eurodollar  LIBOR (adjusted for reserves)  plus  an  applicable  margin  of
4.75%, at the  Company's  option  (6.8%  at  December 29, 2001 and 11.1% at
December 30, 2000).  The covenants under the Second  Lien  Senior  Facility
are substantially the same as those in the Credit Facility.

NEVADA INDUSTRIAL REVENUE BONDS

The Nevada Industrial Revenue Bonds bear interest at a variable rate  (1.7%
at  December  29,  2001  and  5.0%  at  December  30, 2000), require annual
principal  payments  of  $0.5  million  on April 1, are  collateralized  by
irrevocable letters of credit issued by Bank  of  America  under the Credit
Facility and mature in April 2007.

OTHER

Future  maturities of long-term debt are as follows:  2002, $22,292;  2003,
$15,975;   2004,   $223,916;  2005,  $2,682;  2006,  $137,347  and  $83,282
thereafter.

Interest paid was $44,171,  $32,836, and $29,759, for 2001, 2000, and 1999,
respectively.  Interest capitalized was $589, $1,707, and $1,447, for 2001,
2000, and 1999, respectively.

NOTE 6.  LEASE AND OTHER COMMITMENTS

Certain property and equipment  are  leased  using  capital  and  operating
leases.  In 2001, Berry entered into various capital lease obligations with
no  immediate  cash  flow  effect  resulting  in  capitalized  property and
equipment  of  $18,737.   Total  capitalized  lease  property  consists  of
manufacturing  equipment  and a building with a cost of $22,342 and  $3,589
and related accumulated amortization  of  $3,442 and $1,483 at December 29,
2001 and December 30, 2000, respectively.   Capital  lease  amortization is
included  in  depreciation  expense.   Total rental expense from  operating
leases was approximately $8,292, $9,183,  and  $7,282  for  2001, 2000, and
1999, respectively.


                                    F-13
<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 29, 2001
                                               ------------------------
                                                 CAPITAL     OPERATING
                                                  LEASES      LEASES
                                               -----------  -----------
<S>                                              <C>          <C>
    2002                                          $ 4,627     $ 7,594
    2003                                            3,708       5,521
    2004                                            3,465       5,000
    2005                                            2,320       3,234
    2006                                            1,611       1,985
    Thereafter                                      5,454         731
                                               -----------  -----------
                                                   21,185     $24,065
    Less:  amount representing interest            (3,054)  ===========
                                               -----------
    Present value of net minimum lease payments  $ 18,131
                                               ===========
</TABLE>

NOTE 7.  INCOME TAXES

For  financial  reporting purposes, income (loss) before income  taxes  and
extraordinary item, by tax jurisdiction, is comprised of the following:

<TABLE>
<CAPTION>
                     DECEMBER 29,      DECEMBER 30,       JANUARY 1,
                        2001              2000               2000
                     ------------      ------------      ------------
<S>                  <C>               <C>               <C>
United States         $  5,046           $ (18,506)          $ (8,105)
Foreign                 (6,407)             (3,721)              (479)
                     ------------      ------------      ------------
                      $ (1,361)          $ (22,227)          $ (8,584)
                     ============      ============      ============

</TABLE>

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  are  as
follows:

<TABLE>
<CAPTION>
                                                         DECEMBER 29,  DECEMBER 30,
                                                            2001          2000
                                                         ------------  ------------
<S>                                                      <C>          <C>
Deferred tax assets:
     Allowance for doubtful accounts                       $   654      $    565
     Inventory                                               1,422         1,481
     Compensation and benefit accruals                       2,871         2,412
     Insurance reserves                                        657           628
     Net operating loss carryforwards                       14,102        17,214
     Alternative minimum tax (AMT) credit carryforwards      3,055         3,055
                                                         ------------  ------------
     Total deferred tax assets                              22,761        25,355
  Valuation allowance                                       (3,629)       (6,607)
                                                         ------------  ------------
     Deferred tax assets, net of valuation allowance        19,132        18,748

Deferred tax liabilities:
    Depreciation and amortization                           19,621        19,239
                                                         ------------  ------------
Net deferred tax liability                                  $ (489)        $(491)
                                                         ============  ============

</TABLE>

                                    F-14

<PAGE>

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                            DECEMBER 29,  DECEMBER 30,   JANUARY 1,
                                               2001          2000           2000
                                           ------------- -------------  -----------
<S>                                             <C>        <C>            <C>
Current
  Federal                                    $ 154           $   -          $   -
  Foreign                                      125               -             80
  State                                        455             207            468
Deferred
  Federal                                        -               -              -
  Foreign                                        -            (349)             6
  State                                          -               -              -
                                           ------------- -------------  -----------
Income tax expense (benefit)                 $ 734          $ (142)         $ 554
                                           ============= =============  ===========

</TABLE>

Holding  has  unused  operating  loss  carryforwards of approximately $37.7
million for federal and state income tax  purposes which begin to expire in
2010.  AMT credit carryforwards are available  to  Holding  indefinitely to
reduce future years' federal income taxes.

Income taxes paid during 2001, 2000, and 1999 approximated $314,  $329, and
$860, respectively.

A  reconciliation  of income tax expense (benefit), 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 29, DECEMBER 30,   JANUARY 1,
                                                  2001         2000          2000
                                             -------------- ------------- -----------
<S>                                            <C>          <C>            <C>
  Income tax expense (benefit) computed at       $ (463)      $  (7,557)   $ (2,919)
  statutory rate
  State income tax expense, net of federal          795            (403)        309
  benefit
  Amortization of goodwill                        2,399           2,262       1,292
  Expenses not deductible for income tax             36             119         248
  purposes
  Change in valuation allowance                  (2,978)          5,340       1,773
  Other                                             945              97        (149)
                                             -------------- ------------- -----------
Income tax expense (benefit)                      $ 734          $ (142)    $   554
                                             ============== ============= ===========


</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  $1,349,  $1,301,  and  $1,057, for 2001, 2000, and 1999,
respectively.


                                    F-15


<PAGE>




       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"), J.P. Morgan Partners (SBIC), LLC
(formerly known  as Chase Venture Capital Associates, L.P.) ("JPMP(SBIC)"),
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,  JPMP(SBIC) 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"),  JPMP(SBIC)  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.   The  Company's  common  stock
shareholders   who   held  common  stock  immediately  preceding  the  1996
Transaction retained 78% of the common stock.

The authorized capital  stock  of  Holding  consists of 4,814,000 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  Voting  Common Stock (the "Class B Voting 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  June 1996, for aggregate consideration of $15.0 million, Holding 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, compounding and 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.

                                    F-16

<PAGE>

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 JPMP(SBIC) 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  acquisition  of Venture Packaging, Inc. in 1997,
Holding  authorized  and  issued  200,000 shares  of  Series  B  Cumulative
Preferred Stock to certain selling  shareholders of Venture Packaging, Inc.
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, Inc.
Additional  warrants  to  purchase 386 shares of Class B Non-Voting  Common
Stock at $108 per share were  issued  in  fiscal  2000  to the same selling
shareholders of Venture Packaging, Inc.

In  connection  with  the  Poly-Seal  acquisition  in 2000, Holding  issued
1,000,000  shares  of  Series  A-1  Preferred Stock to JPMP(SBIC)  and  The
Northwestern   Mutual   Life   Insurance   Company    (collectively,    the
"Purchasers").   The  Series  A-1 Preferred Stock has a stated value of $25
per share, and dividends accrue  at  a  rate  of  14%  per  annum  and will
accumulate  until declared and paid.  The Series A-1 Preferred Stock  ranks
pari-passu to  the  Series A Preferred Stock and prior to all other capital
stock of Holding.  In addition, Warrants to purchase an aggregate of 25,997
shares of Class B Non-Voting Common Stock at $0.01 per share were issued to
the Purchasers.

In connection with the  Pescor  acquisition on May 14, 2001, Holding issued
13,168 shares of Series C Preferred  Stock,  as  defined  below, to certain
selling shareholders of Pescor.  The Series C Preferred Stock  is comprised
of  3,063 shares of Series C-1 Preferred Stock, 1,910 shares of Series  C-2
Preferred  Stock,  2,135 shares of Series C-3 Preferred Stock, 3,033 shares
of Series C-4 Preferred  Stock,  and  3,027  shares of Series C-5 Preferred
Stock.  The Series C Preferred Stock has stated  values  ranging  from $639
per  share  to $1,024 per share, and dividends accrue at a rate of 14%  per
annum and will  accumulate until declared and paid.  The Series C Preferred
Stock ranks junior to the other preferred stock of Holding and prior to all
other capital stock  of  Holding.  In addition, the holders of the Series C
Preferred have options beginning on December 31, 2001 to convert the Series
C Preferred Stock to Series  D Preferred Stock and Class B Nonvoting Common
Stock.

                                    F-17

<PAGE>


STOCK OPTION PLAN

Pursuant to the provisions of the BPC Holding Corporation 1996 Stock Option
Plan  (the  "Option Plan") as amended,  whereby  76,620  shares  have  been
reserved for  issuance, Holding has granted options to certain officers and
key employees to  acquire  shares of Class B Nonvoting Common Stock.  These
options are subject to various  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 $226 per share.  Options granted under the Option  Plan typically expire
after  seven  years  and  vest over a five-year period with  half  of  each
person's award based on continued  employment and half based on the Company
achieving financial performance targets.

Financial Accounting Standards Board  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 at the grant date.

Information related to the Option Plan is as follows:

<TABLE>
<CAPTION>
                                             DECEMBER 29,     DECEMBER 30,       JANUARY 1,
                                                2001             2000               2000
                                          -----------------  ---------------- ----------------
                                                  Weighted          Weighted         Weighted
                                           Number  Average   Number  Average  Number  Average
                                             Of   Exercise     Of   Exercise    Of   Exercise
                                           Shares   Price    Shares   Price   Shares   Price
                                          -----------------  ---------------- ----------------
<S>                                       <C>      <C>      <C>     <C>       <C>      <C>
  Options outstanding,                     60,774   $132      51,479   $107    50,729    $105
  beginning of year
  Options granted                          10,975    226      16,225    226     1,500     170
  Options exercised                        (2,713)   107           -      -         -       -
  Options canceled                         (8,616)   116      (6,930)   158      (750)    115
                                          ---------          ---------        --------
  Options outstanding,                     60,420    155      60,774    132    51,479     107
  end of year                             =========          =========        ========

  Option price range at end of year         $100 - $226       $100 - $226      $100 - $170
  Options exercisable at end of year          39,487             34,641           30,091
  Options available for grant at year end     13,487             15,846             141
  Weighted average fair value of options
  granted during year                          $226               $226             $170
</TABLE>


 The following table summarizes  information  about the options outstanding
 at December 29, 2001:


<TABLE>
<CAPTION>

                                             Weighted      Weighted        Number
                                             Average       Average       Exercisable
  Range of                                   Remaining     Exercise          at
  Exercise          Number Outstanding       Contractual   Price         December 29,
  Prices           At December 29, 2001        Life                          2001
---------------------------------------------------------------------------------------
<S>               <C>                       <C>          <C>          <C>
 $100 - $122           32,880                 1 year        $104           32,880
 $170 - $226           27,540                 5 years       $215            6,607

</TABLE>

Disclosure of pro forma financial information is  required by Statement 123
as if Holding had accounted for its employee stock  options  using the fair
value  method  as  defined  by  the Statement.  The fair value for  options
granted by Holding have been estimated  at  the date of grant using a Black
Scholes   option  pricing  model  with  the  following   weighted   average
assumptions:

                                    F-18


<PAGE>


<TABLE>
<CAPTION>
                                           YEAR ENDED
                             -------------------------------------------
                               DECEMBER 29, DECEMBER 30,  JANUARY 1,
                                 2001          2000         2000
                             -------------- ------------- --------------
<S>                            <C>           <C>          <C>
  Risk-free interest rate        5.5%          6.5%            7.0%
  Dividend yield                 0.0%          0.0%            0.0%
  Volatility factor              .28           .20             .19
  Expected option life           6.5 years     6.5 years       5.0 years

</TABLE>

For  purposes of the pro forma disclosures, the estimated fair value of the
stock  options  are  amortized  to expense over the related vesting period.
Because compensation expense is recognized  over  the  vesting  period, the
initial  impact  on  pro  forma  net  loss  may  not  be  representative of
compensation  expense  in future years, when the effect of amortization  of
multiple  awards  would be  reflected  in  the  Consolidated  Statement  of
Operations.  Holding's  pro forma net losses giving effect to the estimated
compensation expense related to stock options are as follows:

<TABLE>
<CAPTION>
                                       YEAR ENDED
                       ----------------------------------------------
                        DECEMBER 29,     DECEMBER 30,       JANUARY 1,
                           2001             2000              2000
                        -------------   ---------------   ------------
<S>                   <C>               <C>               <C>

  Pro forma net loss     $ (2,700)        $ (23,514)        $ (9,400)
</TABLE>

STOCKHOLDERS AGREEMENTS

Holding   entered  into  a  stockholders   agreement   (the   "Stockholders
Agreement")  dated  as  of  June 18, 1996, as amended with the Common Stock
Purchasers,  certain management  stockholders  and,  for  limited  purposes
thereunder, the  Preferred  Stock  Purchasers.   The 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 has an agreement with its management stockholders and International
that 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

First Atlantic Capital, Ltd. ("First Atlantic") is engaged by International
to provide  certain  financial and management consulting services for which
it receives annual fees.  The  Company  is  party to a management agreement
(the  "Management  Agreement")  with  First  Atlantic.    Pursuant  to  the
Management   Agreement,   First   Atlantic   received   advisory  fees   of
approximately  $690,  $580,  $139, and $250 in July 1999, May  2000,  March
2001,  and  June  2001,  respectively,  for  originating,  structuring  and
negotiating the acquisitions of CPI Holding Corporation, Poly-Seal, Capsol,
and Pescor, respectively.

In consideration of financial  advisory and management consulting services,
the Company paid First Atlantic  fees  and expenses of $756, $821, and $792
for fiscal 2001, 2000, and 1999, respectively.


                                    F-19



<PAGE>




NOTE 11.  FAIR VALUE OF FINANCIAL INSTRUMENTS INFORMATION

Holding's and the Company's financial instruments generally consist of cash
and cash equivalents and long-term debt.  The carrying amounts of Holding's
and the Company's financial instruments  approximate fair value at December
29, 2001, except for the 1998 Notes and 1996 Notes for which the fair value
was  below  the  carrying  value by approximately  $0.5  million  and  $2.7
million, respectively, and the 1994 Notes and 1999 Notes for which the fair
value  exceeded the carrying  value  by  $0.7  million  and  $3.0  million,
respectively.

NOTE 12.  OPERATING SEGMENTS

The Company  has  three  reportable  segments:  containers,  closures,  and
consumer   products.   The  Company  evaluates  performance  and  allocates
resources based on operating income before depreciation and amortization of
intangibles adjusted to  exclude (i) non-cash compensation, (ii) other non-
recurring or "one-time" expenses,  and (iii) management fees and reimbursed
expenses  paid  to First Atlantic ("Adjusted  EBITDA").  One-time  expenses
represent non-recurring expenses that primarily relate to recently acquired
businesses  and plant  consolidations.   The  accounting  policies  of  the
reportable segments  are  the  same  as  those  described in the summary of
significant accounting policies.

<TABLE>
<CAPTION>
                                                             YEAR ENDED
                                            -----------------------------------------
<S>                                           <C>           <C>             <C>
                                             DECEMBER 29,   DECEMBER 30,    JANUARY 1,
                                                2001           2000            2000
                                            -------------- ------------- -------------
Net sales:
  Containers                                   $234,441     $ 231,209        $188,696
  Closures                                      132,384       112,202          81,035
  Consumer Products                              94,834        64,677          59,103

Adjusted EBITDA:
  Containers                                     63,997        47,578          41,303
  Closures                                       28,444        23,646          20,476
  Consumer Products                              18,411         9,167           9,762

Total assets:
  Containers                                    204,001       189,129         147,931
  Closures                                      158,009       178,768         133,230
  Consumer Products                              84,866        45,225          59,646

 Reconciliation  of  Adjusted  EBITDA to loss
 before income taxes and extraordinary item:
    Adjusted EBITDA for reportable segments    $110,852     $  80,391        $ 71,541
    Net interest expense                        (54,355)      (51,457)        (40,817)
    Depreciation                                (38,105)      (31,569)        (24,580)
    Amortization                                (12,802)      (10,579)         (7,215)
    Loss on disposal of property and equipment     (473)         (877)         (1,416)
    One-time expenses                            (5,045)       (6,804)         (5,224)
    Non-cash compensation                          (796)         (459)              -
    Management fees                                (637)         (873)           (873)
                                            -------------- ------------- -------------
 Loss before income taxes and
    extraordinary item                          $(1,361)     $(22,227)        $(8,584)
                                            ============== ============= =============


</TABLE>

                                    F-20


<PAGE>




NOTE  13.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION (IN THOUSANDS)

Holding conducts its business through its wholly  owned  subsidiary, Berry.
Holding  and  all  of  Berry's subsidiaries fully, jointly, severally,  and
unconditionally guarantee  on  a  senior subordinated basis the 1994 Notes,
1998 Notes, and 1999 Notes issued by  Berry.   There  are  no  nonguarantor
subsidiaries  with  respect  to the notes issued by Berry.  Holding's  1996
Notes  are  not  guaranteed  by  Berry  or  any  of  Berry's  wholly  owned
subsidiaries.   The 1994 Indenture,  1998  Indenture,  and  1999  Indenture
restrict, 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 Holding's 1996 Notes.  Berry and all  of  Berry's
subsidiaries  are 100% owned by Holding.  Separate narrative information or
financial statements  of  guarantor  subsidiaries have not been included as
management believes they would not be  material  to  investors.   Presented
below is condensed consolidating financial information for Holding,  Berry,
and its subsidiaries at December 29, 2001 and December 30, 2000 and for the
fiscal  years  ended  December  29, 2001, December 30, 2000, and January 1,
2000.  The equity method has been  used  with  respect  to  investments  in
subsidiaries.

<TABLE>
<CAPTION>
                                                    DECEMBER 29, 2001
                              ----------------------------------------------------------------------
                                   BPC          Berry
                                  Holding      Plastics      Combined
                                 Corporation  Corporation    Guarantor    Consolidating
                                  (PARENT)     (ISSUER)    SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                              --------------- ----------- -------------- -------------- ------------
 <S>                        <C>               <C>           <C>            <C>            <C>
CONSOLIDATING BALANCE SHEETS

Current assets                   $   440         $32,459      $ 78,293     $       -      $111,192
Net property and equipment             -          71,437       131,780             -       203,217
Other noncurrent assets           23,980         289,764       109,632      (290,909)      132,467
                              --------------- ----------- -------------- -------------- ------------
Total assets                     $24,420        $393,660      $319,705     $(290,909)     $446,876
                              =============== =========== ============== ============== ============

Current liabilities              $   861        $ 60,212      $ 30,792     $       -      $ 91,865
Noncurrent liabilities           163,160         311,574       345,799      (325,921)      494,612
Equity (deficit)                (139,601)         21,874       (56,886)       35,012      (139,601)
                              --------------- ----------- -------------- -------------- ------------
Total liabilities and
equity (deficit)                $ 24,420        $393,660      $319,705     $(290,909)     $446,876
                              =============== =========== ============== ============== ============


                                                     DECEMBER 30, 2000
                              ----------------------------------------------------------------------
                                   BPC          Berry
                                  Holding      Plastics      Combined
                                 Corporation  Corporation    Guarantor    Consolidating
                                  (PARENT)     (ISSUER)    SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                              --------------- ----------- -------------- -------------- ------------
<S>                             <C>             <C>           <C>         <C>            <C>
Consolidating Balance Sheets

Current assets                   $   220        $  32,290    $  72,192         $   -      $104,702
Net property and equipment             -           55,221      124,583             -       179,804
Other noncurrent assets            8,226          267,840      113,455      (260,905)      128,616
                              --------------- ----------- -------------- -------------- ------------
Total assets                     $ 8,446         $355,351     $310,230     $(260,905)     $413,122
                              =============== =========== ============== ============== ============

Current liabilities              $   661         $ 50,968    $  32,603     $       -      $ 84,232
Noncurrent liabilities           144,938          299,694      312,691      (290,436)      466,887
Equity (deficit)                (137,153)           4,689      (35,064)       29,531      (137,997)
                              --------------- ----------- -------------- -------------- ------------
Total liabilities
and equity (deficit)             $ 8,446         $355,351    $ 310,230     $(260,905)    $ 413,122
                              =============== =========== ============== ============== ============


</TABLE>

                                    F-21

<PAGE>





<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 29,2001
                               ----------------------------------------------------------------------
                                   BPC          Berry
                                  Holding      Plastics      Combined
                                 Corporation  Corporation    Guarantor    Consolidating
                                  (PARENT)     (ISSUER)    SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                              --------------- ----------- -------------- -------------- ------------
<S>                           <C>             <C>          <C>            <C>            <C>
CONSOLIDATING STATEMENTS OF OPERATIONS

Net sales                          $    -       $159,783       $301,876        $     -     $461,659
Cost of goods sold                      -        103,867        234,133              -      338,000
                              --------------- ----------- -------------- -------------- ------------
Gross margin                            -         55,916         67,743              -      123,659
Operating expenses                    924         23,113         46,155              -       70,192
                              --------------- ----------- -------------- -------------- ------------
Operating income (loss)              (924)        32,803         21,588              -       53,467
Other expenses                          -             46            427              -          473
Interest expense, net              17,469          7,277         29,609              -       54,355
Income taxes (benefit)             (8,307)         8,682            359              -          734
Equity in net (income)
 loss from subsidiary              (7,991)         8,807              -           (816)           -
                              --------------- ----------- -------------- -------------- ------------
Net income (loss)                 $(2,095)       $ 7,991        $(8,807)          $816      $(2,095)
                              =============== =========== ============== ============== ============

CONSOLIDATING STATEMENTS OF CASH FLOWS

Net income (loss)                $ (2,095)        $7,991        $(8,807)         $ 816      $(2,095)
Non-cash expenses                   9,775         16,146         37,523              -       63,444
Equity in net (income)
 loss from subsidiary              (7,991)         8,807              -           (816)           -
Changes in working capital            154          5,882        (13,037)             -       (7,001)
                              --------------- ----------- -------------- -------------- ------------
Net cash provided by (used
 for)operating activities            (157)        38,826         15,679              -       54,348
Net cash used for
 investing activities                   -        (30,688)       (25,602)             -      (56,290)
Net cash provided by (used
 for)financing activities             377         (9,199)         9,402              -          580
Effect of exchange
 rate changes on cash                   -            540              -              -          540
                              --------------- ----------- -------------- -------------- ------------
Net increase (decrease)
 in cash and cash equivalents         220           (521)          (521)             -         (822)
Cash and cash equivalents
 at beginning of year                 220            642          1,192              -        2,054
                              --------------- ----------- -------------- -------------- ------------
Cash and cash equivalents
 at end of year                   $   440          $ 121         $  671        $     -       $1,232
                              =============== =========== ============== ============== ============


                                                    YEAR ENDED DECEMBER 30,2000
                                ----------------------------------------------------------------------
                                   BPC          Berry
                                  Holding      Plastics      Combined
                                 Corporation  Corporation    Guarantor    Consolidating
                                  (PARENT)     (ISSUER)    SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                              --------------- ----------- -------------- -------------- ------------
Consolidating Statements of Operations

Net sales                          $    -       $158,055       $250,033        $     -     $408,088
Cost of goods sold                      -        108,739        203,380              -      312,119
                              --------------- ----------- -------------- -------------- ------------
Gross margin                            -         49,316         46,653              -       95,969
Operating expenses                    616         23,303         41,943              -       65,862
                              --------------- ----------- -------------- -------------- ------------
Operating income (loss)              (616)        26,013          4,710              -       30,107
Other expenses                          -            258            619              -          877
Interest expense, net              16,025         11,221         24,211              -       51,457
Income taxes (benefit)                 18            168           (328)             -         (142)
Extraordinary item                      -          1,022              -              -        1,022
Equity in net (income)
 loss from subsidiary               6,448         19,792              -        (26,240)           -
                              --------------- ----------- -------------- -------------- ------------
Net income (loss)                $(23,107)       $(6,448)      $(19,792)       $26,240     $(23,107)
                              =============== =========== ============== ============== ============

Consolidating Statements of Cash Flows

Net income (loss)                $(23,107)       $(6,448)      $(19,792)       $26,240     $(23,107)
Non-cash expenses                  16,958         13,332         32,360              -       62,650
Equity in net (income)
 loss from subsidiary               6,448         19,792              -        (26,240)           -
Changes in working capital           (646)         2,931         (5,722)             -       (3,437)
                              --------------- ----------- -------------- -------------- ------------
Net cash provided by (used
 for) operating activities           (347)        29,607          6,846              -       36,106
Net cash used for
  investing activities                  -        (78,328)       (30,387)             -     (108,715)
Net cash provided by (used
 for) financing activities           (136)        48,307         23,866              -       72,037
Effect of exchange rate
 changes on cash                        -             80              -              -           80
                              --------------- ----------- -------------- -------------- ------------
Net increase (decrease) in
 cash and cash equivalents           (483)          (334)           325              -         (492)
Cash and cash equivalents
 at beginning of year                 703            976            867              -        2,546
                              --------------- ----------- -------------- -------------- ------------
Cash and cash equivalents
 at end of year                  $    220         $  642       $  1,192        $     -     $  2,054
                              =============== =========== ============== ============== ============


</TABLE>

                                    F-22

<PAGE>





<TABLE>
<CAPTION>
                                                    YEAR ENDED JANUARY 1, 2000
                              ----------------------------------------------------------------------
                                   BPC          Berry
                                  Holding      Plastics      Combined
                                 Corporation  Corporation    Guarantor    Consolidating
                                  (PARENT)     (ISSUER)    SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                              --------------- ----------- -------------- -------------- ------------
<S>                            <C>             <C>          <C>           <C>            <C>
Consolidating Statements of Operations

Net sales                        $      -       $149,901       $178,933        $     -     $328,834
Cost of goods sold                      -         98,950        142,117              -      241,067
                              --------------- ----------- -------------- -------------- ------------
Gross margin                            -         50,951         36,816              -       87,767
Operating expenses                     70         23,638         30,410              -       54,118
                              --------------- ----------- -------------- -------------- ------------
Operating income (loss)               (70)        27,313          6,406              -       33,649
Other expenses                          -             21          1,395              -        1,416
Interest expense, net              13,845          8,389         18,583              -       40,817
Income taxes                           18            425            111              -          554
Extraordinary item                      -              -              -              -            -
Equity in net (income)
 loss from subsidiary              (4,795)        13,683              -         (8,888)           -
                              --------------- ----------- -------------- -------------- ------------
Net income (loss)                 $(9,138)       $ 4,795       $(13,683)        $8,888     $ (9,138)
                              =============== =========== ============== ============== ============

Consolidating Statements of Cash Flows

Net income (loss)                 $(9,138)       $ 4,795       $(13,683)        $8,888     $ (9,138)
Non-cash expenses                  14,135         10,663         23,986              -       48,784
Equity in net (income)
  loss from subsidiary             (4,795)        13,683              -         (8,888)           -
Changes in working capital           (161)            90         (3,574)             -       (3,645)
                              --------------- ----------- -------------- -------------- ------------
Net cash provided by
 operating activities                  41         29,231          6,729              -       36,001
Net cash used for
 investing activities                   -        (91,918)       (15,060)             -     (106,978)
Net cash provided by
 financing activities                  40         63,207          7,888              -       71,135
Effect of exchange rate
 changes on cash                        -             70              -              -           70
                              --------------- ----------- -------------- -------------- ------------
Net increase (decrease) in
 cash and cash equivalents             81            590          (443)              -          228
Cash and cash equivalents
 at beginning of year                 622            386         1,310               -        2,318
                              --------------- ----------- -------------- -------------- ------------
Cash and cash equivalents
 at end of year                   $   703          $ 976       $   867         $     -      $ 2,546
                              =============== =========== ============== ============== ============
</TABLE>

Note 14.  Subsequent Event

ON JANUARY 24, 2002,  Berry acquired the Alcoa Flexible Packaging injection
molding  assets  of  Mt.  Vernon   Plastics   Corporation   for   aggregate
consideration  of  approximately  $2.6  million.  The purchase was financed
through  borrowings under the US Revolver.   On  January  31,  2002,  Berry
entered into a sale/leaseback arrangement with respect to these assets.



                                    F-23


<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
19th day of March, 2002.

                                   BPC HOLDING CORPORATION



                                   By /S/IRA G.BOOTS
                                     ------------------------
                                     Ira G. Boots
                                     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>                                  <C>


   /s/Roberto Buaron          Chairman of the Board of Directors        March 19, 2002
   -----------------------
      Roberto Buaron


                               President and Director                    March 19, 2002
   /s/Ira G. Boots            (Principal Executive Officer)
   -------------------------
      Ira G. Boots

                               Executive Vice President,
                               Chief Financial Officer,
                               Treasurer and Secretary
                               (Principal Financial and
   /s/James M. Kratochvil      Accounting Officer)                       March 19, 2002
   -------------------------
      James M. Kratochvil


   /s/David M. Clarke          Director                                  March 19, 2002
  --------------------------
      David M. Clarke


   /s/Lawrence G. Graev        Director                                  March 19, 2002
  --------------------------
      Lawrence G. Graev


  /s/Donald Hofmann, Jr.       Director                                  March 19, 2002
  --------------------------
     Donald Hofmann, Jr.

                               Vice President, Assistant Secretary,      March 19, 2002
  /s/Joseph S. Levy            and Director
  --------------------------
     Joseph S. Levy


  /s/Mathew J. Lori            Director                                  March 19, 2002
  --------------------------
     Mathew J. Lori

</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
19th day of March, 2002.

                                   BERRY PLASTICS CORPORATION

                                   By  /S/IRA G. BOOTS
                                      --------------------
                                    Ira G. Boots
                                    President and Chief Executive Officer

  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>                                   <C>


     /s/Roberto Buaron        Chairman of the Board of Directors         March 19, 2002
     -----------------------
        Roberto Buaron


                               President, Chief Executive Officer        March 19, 2002
   /s/Ira G. Boots             and Director (Principal Executive Officer)
   -------------------------
      Ira G. Boots

                               Executive Vice President,
                               Chief Financial Officer,
                               Treasurer and Secretary
                               (Principal Financial and
   /s/James M. Kratochvil      Accounting Officer)                       March 19, 2002
   -------------------------
      James M. Kratochvil


                               Vice President, Assistant Secretary,      March 19, 2002
  /s/Joseph S. Levy            and Director
  --------------------------
     Joseph S. Levy


  /s/David M. Clarke           Director                                  March 19, 2002
  --------------------------
     David M. Clarke


  /s/Lawrence G. Graev         Director                                  March 19, 2002
  --------------------------
     Lawrence G. Graev


  /s/Donald Hofmann, Jr.       Director                                  March 19, 2002
  --------------------------
     Donald Hofmann, Jr.


  /s/Mathew J. Lori            Director                                  March 19, 2002
  --------------------------
     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  Registrants  have  not  sent  any annual report or proxy  material  to
securityholders.






<PAGE>


                          BPC HOLDING CORPORATION

              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                              (IN THOUSANDS)



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

<S>                           <C>          <C>             <C>          <C>                 <C>

Year ended December 29, 2001
Allowance for doubtful accounts     $ 1,724         $ 337       $ 295 (2)     $  286 (1)    $ 2,070
                                  ============ ============ ============= ============== ===========

Year ended December 30, 2000
Allowance for doubtful accounts     $ 1,386         $  79       $ 510 (2)     $  251 (1)    $ 1,724
                                  ============ ============ ============= ============== ===========

Year ended January 1, 2000
Allowance for doubtful accounts     $ 1,651         $ 324       $ 456 (2)     $1,045 (1)    $ 1,386
                                  ============ ============ ============= ============== ===========



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


</TABLE>


                                    S-1





<PAGE>


<TABLE>
<CAPTION>
<S>            <C>
                                       INDEX

     EXHIBIT
       NO.                       DESCRIPTION OF EXHIBIT
     -------                   -------------------------

        2.1  Asset Purchase Agreement  dated  February 12, 1992, among Berry
             Plastics Corporation (the "Company"), Berry Iowa Corporation, 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 "1996  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)

<PAGE>


        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. (filed as Exhibit 2.14  to the Annual Report on Form 10-K for
             the fiscal year ended December  27, 1997 (the "1997 Form 10-K") and
             incorporated herein by reference)

        2.15 Agreement for the Sale and Purchase of  the Entire Issued Share Capital
             of Norwich Injection Moulders Limited dated  July  2,  1998,  among  the
             Company,  NIM  Holdings  Limited  and  the  persons listed on Schedule 1
             thereto (filed as Exhibit 2.15 to Amendment No.  1  to Form S-4 filed on
             December 29, 1998 (the "1998 Amended Form S-4") and incorporated  herein
             by reference)

        2.16 Stock  Purchase  Agreement  dated  June  18,  1999  among the
             Company, CPI Holding, Cardinal and the Shareholders of CPI  Holding
             (filed  as  Exhibit 2.1 to the Current Report on Form 8-K filed  on
             July 21, 1999 and incorporated herein by reference)

        2.17 Merger Agreement,  dated May 5, 2000, among the Company, Berry
             Plastics   Acquisition   Corporation,    Poly-Seal    and   certain
             shareholders  of  Poly-Seal  (filed  as Exhibit 2.1 to the  Current
             Report on Form 8-K filed on May 9, 2000  and incorporated herein by
             reference)

        2.18  Share  and  Quota Purchase Agreement, dated  July  27,  2000,
             between the Company  and  Annamaria  Agnottoli,  Guisepe Garibaldi,
             Francesco Garibaldi, Maddalena Garibaldi, and Maria  Lorenza Zambon
             (filed  as Exhibit 2.18 to the Annual Report on Form 10-K  for  the
             fiscal year  ended  December  30,  2000  (the "2000 Form 10-K") and
             incorporated herein by reference)

        2.19 Agreement and Plan of Reorganization, dated as of May 14, 2001
             among BPC Holding Corporation, Pescor, Inc.,  Pescor Plastics, Inc.
             and the shareholders of Pescor Plastics, Inc. named  therein (filed
             as Exhibit 2.1 to the Quarterly Report on Form 10-Q filed on August
             13, 2001 and incorporated herein by reference)

        3.1  Amended and Restated Certificate of Incorporation  of  Holding
             (filed as Exhibit 3.1 to the 2000 Form 10-K 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
             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 Designation, Preferences, and Rights of Series B
             Cumulative Preferred Stock of Holding (filed as Exhibit 3.10 to the
             1997 Form 10-K and incorporated herein by reference)

        3.6  Certificate  of  Amendment  of  Certificate  of  Designation,
             Preferences  and  Rights  of Series B Cumulative Preferred Stock of
             Holding  (filed  as  Exhibit  3.6   to   the  2000  Form  10-K  and
             incorporated herein by reference)

        3.7  Certificate  of  Amendment  to  the  Amended   and   Restated
             Certificate  of  Incorporation of BPC Holding Corporation (filed as
             Exhibit 3.1 to the  Quarterly  Report  on Form 10-Q filed on August
             13, 2001 and incorporated herein by reference)

        3.8  Certificate  of Designation, Preferences  and  Rights  of  the
             Series C-1 Preferred  Stock  of  BPC  Holding Corporation (filed as
             Exhibit 3.2 to the Quarterly Report on  Form  10-Q  filed on August
             13, 2001 and incorporated herein by reference)

        3.9  Certificate  of  Designation,  Preferences and Rights  of  the
             Series  C-2 Preferred Stock of BPC Holding  Corporation  (filed  as
             Exhibit 3.3  to  the  Quarterly Report on Form 10-Q filed on August
             13, 2001 and incorporated herein by reference)

<PAGE>


        3.10 Certificate of Designation,  Preferences  and  Rights  of  the
             Series  C-3  Preferred  Stock  of BPC Holding Corporation (filed as
             Exhibit 3.4 to the Quarterly Report  on  Form  10-Q filed on August
             13, 2001 and incorporated herein by reference)

        3.11 Certificate  of Designation, Preferences and  Rights  of  the
             Series C-4 Preferred  Stock  of  BPC  Holding Corporation (filed as
             Exhibit 3.5 to the Quarterly Report on  Form  10-Q  filed on August
             13, 2001 and incorporated herein by reference)

        3.12 Certificate  of  Designation, Preferences and Rights  of  the
             Series C-5 Preferred Stock  of  BPC  Holding  Corporation (filed as
             Exhibit 3.6 to the Quarterly Report on Form 10-Q  filed  on  August
             13, 2001 and incorporated herein by reference)

       *3.13 Certificate  of  Designation,  Preferences and Rights of the
             Series D Preferred Stock of BPC Holding Corporation

        4.1  Indenture dated April 21, 1994 between  the  Company and United
             States Trust Company of New York, as Trustee (the "1994 Indenture")
             (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  1996
             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 1996 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 1996
             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  1996 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)

        4.9  Indenture dated as of August 24, 1998 among  the  Company,  the
             Guarantors  and United States Trust Company of New York, as trustee
             (the "1998 Indenture")  (filed  as  Exhibit 4.9 to the 1998 Amended
             Form S-4 and incorporated herein by reference)

       4.10  Registration Rights Agreement  dated  as  of August 24,
             1998 by and among the Company, the Guarantors and  DLJ  (filed
             as  Exhibit 4.10 to the 1998 Amended Form S-4 and incorporated
             herein by reference)

       4.11  Indenture  dated  as  of  July  6, 1999 among the Company, the
             Guarantors and United States Trust Company of New York , as trustee
             (the "1999 Indenture") (filed as Exhibit  10.27 to the Registration
             Statement on Form S-4 (Registration No. 333-85739)  filed on August
             23,  1999  (the  "1999  Form  S-4")  and  incorporated  herein   by
             reference)


<PAGE>


        4.12 Registration Rights Agreement dated as of July 6, 1999 by and
             among the  Company,  the Guarantors, DLJ and Chase Securities, Inc.
             (filed as Exhibit 10.28  to  the  1999  Form  S-4  and incorporated
              herein by reference)

        4.13 Fourth Supplemental Indenture to the 1994 Indenture  dated  as
             of   June   10,   1997  among  the  Company,  Holding,  Berry  Iowa
             Corporation,   Berry    Tri-Plas    Corporation,   Berry   Sterling
             Corporation, AeroCon, Inc., PackerWare  Corporation, Berry Plastics
             Design Corporation and United States Trust  Company of New York, as
             trustee  (filed  as  Exhibit  4.13  to  the  2000  Form   10-K  and
             incorporated herein by reference)

        4.14 Tenth Supplemental Indenture to the 1994 Indenture dated as of
             October 2, 2000 among the Company, Holding, Berry Iowa Corporation,
             Berry  Tri-Plas  Corporation,  Berry Sterling Corporation, AeroCon,
             Inc., PackerWare Corporation, Berry  Plastics  Design  Corporation,
             Venture  Packaging, Inc., Berry Plastics Technical Services,  Inc.,
             Venture  Packaging  Midwest,  Inc.,  NIM  Holdings  Limited,  Berry
             Plastics  U.K.   Limited,   Norwich   Acquisition  Limited,  Knight
             Plastics, Inc., CPI Holding Corporation,  Cardinal Packaging, Inc.,
             Poly-Seal Corporation, Berry Plastics Acquisition  Corporation  II,
             Berry  Plastics Acquisition Corporation III and United States Trust
             Company  of New York, as trustee (collectively, the "1994 Indenture
             Parties")  (together  with  a  schedule  of  previous  supplemental
             indentures  to  the 1994 Indenture) (filed as Exhibit 4.14  to  the
             2000 Form 10-K and incorporated herein by reference)

        4.15 Fourth Supplemental  Indenture  to the 1998 Indenture dated as
             of  October  2,  2000  among  the  Company,   Holding,  Berry  Iowa
             Corporation,    Berry   Tri-Plas   Corporation,   Berry    Sterling
             Corporation, AeroCon,  Inc., PackerWare Corporation, Berry Plastics
             Design  Corporation,  Venture   Packaging,   Inc.,  Berry  Plastics
             Technical  Services,  Inc.,  Venture Packaging Midwest,  Inc.,  NIM
             Holdings Limited, Berry Plastics  U.K. Limited, Norwich Acquisition
             Limited, Knight Plastics, Inc., CPI  Holding  Corporation, Cardinal
             Packaging, Inc., Poly-Seal Corporation, Berry Plastics  Acquisition
             Corporation  II,  Berry  Plastics  Acquisition Corporation III  and
             United States Trust Company of New York,  as trustee (collectively,
             the "1998 Indenture Parties") (together with a schedule of previous
             supplemental indentures to the 1998 Indenture)  (filed  as  Exhibit
             4.15 to the 2000 Form 10-K and incorporated herein by reference)

        4.16 Second  Supplemental  Indenture  to  the 1999 Indenture
             dated as of October 2, 2000 among the Company,  Holding, Berry
             Iowa  Corporation, Berry Tri-Plas Corporation, Berry  Sterling
             Corporation,  AeroCon,  Inc.,  PackerWare  Corporation,  Berry
             Plastics  Design  Corporation,  Venture Packaging, Inc., Berry
             Plastics Technical Services, Inc.,  Venture Packaging Midwest,
             Inc.,  NIM  Holdings  Limited,  Berry Plastics  U.K.  Limited,
             Norwich  Acquisition  Limited,  Knight   Plastics,  Inc.,  CPI
             Holding  Corporation,  Cardinal  Packaging,  Inc.,   Poly-Seal
             Corporation, Berry Plastics Acquisition Corporation II,  Berry
             Plastics  Acquisition  Corporation III and United States Trust
             Company  of  New York, as  trustee  (collectively,  the  "1999
             Indenture Parties")  (together  with  a  schedule  of previous
             supplemental  indentures  to  the  1999  Indenture) (filed  as
             Exhibit 4.16 to the 2000 Form 10-K and incorporated  herein by
             reference)

       *4.17 Eleventh Supplemental Indenture to the 1994 Indenture  dated
             as of May 14, 2001, among the 1994 Indenture Parties, CBP Holdings,
             S.r.l.,  Capsol  Berry  Plastics S.p.a., Ociesse S.r.l. and Pescor,
             Inc.

       *4.18 Fifth Supplemental  Indenture  to the 1998 Indenture dated as
             of May 14, 2001, among the 1998 Indenture  Parties,  CBP  Holdings,
             S.r.l.,  Capsol  Berry  Plastics S.p.a., Ociesse S.r.l. and Pescor,
             Inc.

       *4.19 Third Supplemental  Indenture  to the 1999 Indenture dated as
             of May 14, 2001, among the 1999 Indenture  Parties,  CBP  Holdings,
             S.r.l.,  Capsol  Berry  Plastics S.p.a., Ociesse S.r.l. and Pescor,
             Inc.

        10.1 Third Amended and Restated  Financing  and  Security Agreement
             dated  as of May 9, 2000, by and among the Company,  NIM  Holdings,
             Berry Plastics  U.K.  Limited, Bank of America, N.A., Fleet Capital
             Corporation,   General   Electric   Capital   Corporation,   Heller
             Financial, Inc., PNC Bank,  N.A., LaSalle Business Credit, Inc. and
             certain  other  lenders listed  therein  (the  "Third  Amended  and
             Restated Financing  Agreement")  (filed as Exhibit 10.1 to the 2000
             Form  10-K  filed  on March 30, 2001  and  incorporated  herein  by
             reference)

        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)

<PAGE>


        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 1996 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 1996 Form S-4 and incorporated herein
             by reference)

        10.8 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)

        10.9 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)

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

       10.11 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)

       10.12 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)

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

       10.14 Employment  Agreement dated as of January 21, 1997,  between
             the Company and Bruce  J.  Sims ("Sims") (filed as Exhibit 10.14 to
             the 1999 Form 10-K and incorporated herein by reference)

       10.15 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)

       10.16  Letter  of  Credit of NationsBank, N.A. dated April 16, 1997
             (filed  as  Exhibit  10.15   to  the  1998  Amended  Form  S-4  and
             incorporated herein by reference)

       10.17 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 1996 Form
             S-4 and incorporated herein by reference)

       10.18 Amended and Restated Warrant to purchase Class B Common Stock
             of Holding  dated May 9, 2000, issued to JPMP(SBIC) (Warrant No. 5)
             (filed as Exhibit  4.4  to the Current Report on Form 8-K filed May
             9, 2000 and incorporated herein by reference)

       10.19 Amended and Restated Warrant to purchase Class B Common Stock
             of Holding dated May 9, 2000,  issued to JPMP(SBIC) (Warrant No. 6)
             (filed as Exhibit 4.5 to the Current  Report  on Form 8-K filed May
             9, 2000 and incorporated herein by reference)

<PAGE>


       10.20 Amended and Restated Warrant to purchase Class B Common Stock
             of  Holding  dated  May 9, 2000, issued to The Northwestern  Mutual
             Life Insurance Company (Warrant No. 7) (filed as Exhibit 4.6 to the
             Current Report on Form  8-K  filed  May  9,  2000  and incorporated
             herein by reference)

       10.21 Amended and Restated Warrant to purchase Class B Common Stock
             of  Holding  dated  May 9, 2000, issued to The Northwestern  Mutual
             Life Insurance Company (Warrant No. 8) (filed as Exhibit 4.7 to the
             Current Report on Form  8-K  filed  May  9,  2000  and incorporated
             herein by reference)

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

       10.23 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  1996 Form S-4 and incorporated
             herein by reference)

       10.24 Warrant to purchase Class B Non-Voting  Common  Stock  of BPC
             Holding  Corporation,  dated August 29, 1997, issued to Willard  J.
             Rathbun  (filed  as  Exhibit  10.30  to  the  1997  Form  10-K  and
             incorporated herein by reference)

       10.25 Warrant to purchase  Class  B  Non-Voting Common Stock of BPC
             Holding Corporation, dated August 29, 1997, issued to Craig Rathbun
             (filed  as  Exhibit 10.31 to the 1997 Form  10-K  and  incorporated
             herein by reference)

       10.26 Amended  and  Restated  Tax Sharing Agreement dated March 15,
             2001, between BPC Holding Corporation  and  its subsidiaries (filed
             as Exhibit 10.26 to the 2000 Form 10-K and incorporated  herein  by
             reference)

       10.27  First  Amendment  to the Stockholders Agreement dated May 9,
             2000  among Holding, Atlantic  Equity  Partners  International  II,
             L.P., JPMP(SBIC)  and  the  other parties thereto (filed as Exhibit
             10.27 to the 2000 Form 10-K and incorporated herein by reference)

       10.28 Warrant to purchase Class B Nonvoting Common Stock of Holding
             dated May 9, 2000, issued to  JPMP(SBIC)  (Warrant  No. CBNV No. 1)
             (filed as Exhibit 4.2 to the Current Report on Form 8-K  filed  May
             9, 2000 and incorporated herein by reference)

       10.29 Warrant to purchase Class B Nonvoting Common Stock of Holding
             dated May 9, 2000, issued to The Northwestern Mutual Life Insurance
             Company  (Warrant  No.  CBNV  No.  2)  (filed as Exhibit 4.3 to the
             Current  Report  on  Form 8-K filed May 9,  2000  and  incorporated
             herein by reference)

       10.30 Series A-1 Preferred Stock Purchase Agreement dated as of May
             9, 2000 among Holding,  JPMP(SBIC) and the Northwestern Mutual Life
             Insurance Company (filed  as  Exhibit  4.1 to the Current Report on
             Form 8-K filed May 9, 2000 and incorporated herein by reference)

       10.31 First Amendment to the Third Amended  and  Restated Financing
             Agreement  (filed  as  Exhibit  10.31  to  the 2000 Form  10-K  and
             incorporated herein by reference)

       10.32 Second Amendment to the Third Amended  and Restated Financing
             Agreement  (filed  as  Exhibit  10.32  to the 2000  Form  10-K  and
             incorporated herein by reference)

       10.33 Loan and Security Agreement, dated July 17, 2000 by and among
             Berry,  General  Electric  Capital Corporation  and  certain  other
             lenders listed therein (filed as Exhibit 10.33 to the 2000 Form 10-
             K and incorporated herein by reference)

       10.34 Letter Agreement, dated July 5, 2001 between Martin R. Imbler
             and  Berry Plastics Corporation  (filed  as  Exhibit  10.1  to  the
             Quarterly  Report  on  Form  10-Q  filed  on  August  13,  2001 and
             incorporated herein by reference)

      *10.35 Third Amendment to the Third Amended and Restated Financing
             Agreement


<PAGE>


      *10.36 First Amendment to the Loan and Security Agreement

      *21    List of subsidiaries

</TABLE>
*  Filed herewith.