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 28, 1996
                                          or
[  ] Transition report  pursuant  to  Section  13  or  15(d)  of the Securities
       Exchange  Act of 1934 [NO FEE REQUIRED] for the transition  period  from
        to

                      Commission File Number 33-75706

                       BERRY PLASTICS CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                         35-1813706
   (State or other jurisdiction                             (IRS employer
 of incorporation or organization)                      identification number)

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

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

                       BERRY IOWA CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                         42-1382173
   (State or other jurisdiction                             (IRS employer
 of incorporation or organization)                      identification number)

                       BERRY TRI-PLAS CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           Delaware                                         56-1949250
   (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)

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.

   Other than with respect to BPC  Holding Corporation ("Holding"), none of the
voting stock of any registrant is held  by  a non-affiliate of such registrant.
There is no public trading market for any class  of  voting  stock  of Holding,
however, Holding estimates the market value of its voting stock that is held by
non-affiliates to be $780,000.

   As of March 25, 1997, the following  shares  of capital stock of BPC Holding
Corporation were outstanding:  91,000 shares of Class  A  Voting  Common Stock;
259,000  shares  of Class A Nonvoting Common Stock; 145,001 shares of  Class  B
Voting Common Stock;  54,779  shares  of  Class  B  Nonvoting Common Stock; and
16,981 shares of Class C Nonvoting Common Stock.  As  of  March  25, 1997 there
were  outstanding  100  shares  of  the Common Stock, $.01 par value, of  Berry
Plastics Corporation, 100 shares of the  Common Stock, $.01 par value, of Berry
Iowa Corporation, and 100 shares of the Common  Stock, $.01 par value, of Berry
Tri-Plas Corporation.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                  None








                          BERRY PLASTICS CORPORATION
                            BPC HOLDING CORPORATION
                            BERRY IOWA CORPORATION
                          BERRY TRI-PLAS CORPORATION

             FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 28, 1996

                               TABLE OF CONTENTS


                                                                          PAGE


                                    PART I


Item 1.     Business.....................................................    3
Item 2.     Properties...................................................   12
Item 3.     Legal Proceedings...........................................    12
Item 4.     Submission of Matters to a Vote of Security Holders.........    13



                                    PART II


Item 5.     Market for Registrants' Common Equity  and  Related Stockholder
            Matters......................................................   14
Item 6.     Selected Financial Data......................................   15
Item 7.     Management's  Discussion  and Analysis of Financial  Condition
            and Results of Operations....................................   16
Item 8.     Financial Statements and Supplementary Data..................   20
Item 9.     Changes in and Disagreements  with  Accountants on Accounting
            and Financial Disclosure.....................................   20



                                   PART III


Item 10.    Directors and Executive Officers of the Registrants.........    21
Item 11.    Executive Compensation......................................    24
Item 12.    Security Ownership of Certain Beneficial Owners and 
            Management..................................................    28
Item 13.    Certain Relationships and Related Transactions..............    30



                                    PART IV


Item 14.    Exhibits, Financial Statement Schedules and Reports on
            Form 8-K....................................................    33

                                    PART I

ITEM 1.  BUSINESS

GENERAL

  Berry  Plastics  Corporation  ("Berry"  or the "Company"), which is a leading
domestic manufacturer and marketer of plastic  packaging  products  focused  on
four  key markets:  aerosol overcaps, rigid open-top containers, drink cups and
housewares.   The  Company  had  net  sales  of approximately $151.1 million in
fiscal 1996, $140.7 million in fiscal 1995 and  $106.1  million in fiscal 1994.
Within  each  of  these  markets,  the  Company  concentrates on  manufacturing
value-added  products  sold  to  marketers  of image-conscious  industrial  and
consumer products that utilize the Company's  proprietary molds, superior color
matching abilities and sophisticated multi-color  printing  capabilities.   The
Company  believes  that  it  is the largest supplier of aerosol overcaps in the
United States, with an estimated  49%  domestic market share in fiscal 1996 and
sales of over 1.5 billion overcaps.  Berry also believes that it is the largest
domestic supplier of thinwall, child-resistant and pry-off open top containers.
Berry has utilized its national sales force  and  existing molding and printing
capacity at multiple-plant locations to become a leader  in  the  plastic drink
cup  market, which includes the Company's 32 ounce and 44 ounce DT cups,  which
fit in standard vehicle cup holders.  The Company entered the housewares market
(which  includes  the  lawn  and  garden  market)  for  semi-disposable plastic
products,  sold  primarily to national retail marketers, as  a  result  of  the
acquisition of PackerWare  Corporation ("PackerWare") in January 1997.  For the
1996, 1995 and 1994 fiscal years,  aerosol overcaps accounted for approximately
33%,  31%  and  36%,  respectively, of total  net  sales;  open-top  containers
accounted for approximately 53%, 51% and 58%, respectively, of total net sales;
and drink cups, accounted  for  approximately 9% and 12% of total net sales for
fiscal 1996 and 1995, respectively.

  The Company supplies aerosol overcaps  for  a  wide variety of commercial and
consumer products.  Similarly, the Company's containers  are used for packaging
a  broad spectrum of commercial and consumer products.  The  Company's  plastic
drink  cups  are sold primarily to fast food and convenience store chains.  The
Company  sells   houseware   products,   primarily   seasonal,  semi-disposable
housewares and lawn and garden items, to major retail  marketers as a result of
its  acquisition  of  PackerWare  in January 1997.  Berry's  customer  base  is
comprised of over 2,000 customers with operations in a widely diversified range
of markets.  The Company's top ten customers accounted for approximately 22% of
the Company's fiscal 1996 net sales, and no customer accounted for more than 4%
of net sales.

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

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

HISTORY

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

  In March 1995, Berry Sterling  Corporation,  a  Delaware  corporation  and  a
newly-formed   wholly-owned  subsidiary  of  the  Company  ("Berry  Sterling"),
acquired substantially  all  of  the  assets  of  Sterling  Products, Inc. (the
"Sterling Products Acquisition"), a producer of injection molded  plastic drink
cups and lids.  Sterling Products, Inc. had fiscal 1994 sales of $6.5  million.
Management  believes  that  the  Sterling Products Acquisition gave the Company
immediate penetration into a rapidly expanding plastic drink cup market.

  In December 1995, Berry Tri-Plas  Corporation  (formerly  Berry-CPI Corp.), a
Delaware  corporation and wholly-owned subsidiary of the Company  ("Berry  Tri-
Plas"), acquired  substantially  all  of  the  assets  of  Tri-Plas,  Inc. (the
"Tri-Plas  Acquisition"),  a  manufacturer  of injection molded containers  and
lids, and added manufacturing plants in Charlotte,  North  Carolina  and  York,
Pennsylvania.   Tri-Plas, Inc. had fiscal 1995 net sales of approximately $16.6
million.  Management believes that the Tri-Plas Acquisition gave the Company an
immediate presence in the polypropylene container product line, which is mainly
used for food and "hot fill" applications.

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

  In  January  1997, the Company acquired PackerWare Corporation  of  Lawrence,
Kansas and substantially  all  of  the  assets of Container Industries, Inc. of
Pacoima,  California.  See  "The PackerWare  Acquisition"  and  "The  Container
Industries Acquisition" below.

THE 1996 TRANSACTION

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

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

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

THE PACKERWARE ACQUISITION

  On January 21, 1997, the Company acquired PackerWare,  a  Kansas corporation,
for  aggregate  consideration  of  approximately  $26.3 million (including  the
payment of outstanding debt of PackerWare) by way of  a  merger  of  PackerWare
with  and  into  a  newly-formed,  wholly-owned  subsidiary of the Company (the
"PackerWare Acquisition").  PackerWare, a manufacturer  and marketer of plastic
containers,  drink cups, housewares, and lawn and garden products,  had  fiscal
1996 net sales of approximately $43.0 million.

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

THE CONTAINER INDUSTRIES ACQUISITION

  On January 17, 1997, the Company acquired substantially  all of the assets of
Container Industries, Inc. ("Container Industries") of Pacoima, California (the
"Container Industries Acquisition").  Container Industries,  a manufacturer and
marketer  of  injection molded industrial and pry-off containers  for  building
products  and  other   industrial   markets,  had  fiscal  1996  net  sales  of
approximately $3.7 million.  Since Berry  did not acquire Container Industries'
manufacturing facility located in Pacoima,  Berry transferred production to the
Company's  Henderson, Nevada plant.  Management  believes  the  acquisition  of
Container Industries will provide additional market presence on the west coast,
primarily in the pry-off container product line.

THE NEW CREDIT FACILITY

  In January  1997, the Company entered into a Financing and Security Agreement
(the "Credit Agreement")  with  NationsBank,  N.A.  (the  "Agent") for a senior
secured line of credit in an aggregate principal amount of  $60.0  million (the
"Credit  Facility").   The indebtedness under the Credit Facility is guaranteed
by Holding and the Company's  subsidiaries.   The  Credit Facility replaced the
facility previously provided by Fleet Capital Corporation.

  COMMITMENT.  The Credit Facility provides the Company  with  a  $21.0 million
revolving   line   of  credit  (including  a  $5.0  million  letter  of  credit
subfacility), subject  to  a  borrowing  base  formula discussed below, a $27.0
million  term  loan  facility  and  a $12.0 million standby  letter  of  credit
facility  to  support the Company's and  its  subsidiaries'  obligations  under
certain industrial revenue bonds (the "Standby L/C Facility").

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

  BORROWING  BASE.   The total amount of revolving loans and stated  amount  of
letters of credit (other  than  under  the  Standby  L/C  Facility) that may be
outstanding under the Credit Facility is limited to not more than the lesser of
(i)  $21  million  and  (ii)  the  sum  of  (A) up to 85% of eligible  accounts
receivable of the Company and its subsidiaries  and (B) the lesser of (x) up to
65% of the amounts of inventory of the Company and its subsidiaries and (y) the
greater of (1) $10,500,000 and (2) 50% of the total revolving credit commitment
amount, subject, in each case, to certain reserves and limitations set forth in
the Credit Agreement.

  INTEREST  AND  FEES.   The lenders under the Credit  Facility  will  be  paid
commitment fees at a rate  of  0.30% per annum on unused commitments and letter
of  credit fees equal to 2.00% per  annum  on  the  aggregate  face  amount  of
outstanding  letters  of credit (including under the Standby L/C Facility).  In
addition, the Agent and  the  lenders will receive such other fees as have been
separately  agreed  upon.  Borrowings  under  the  Credit  Facility  will  bear
interest at a rate per annum equal to, at the option of the Company, either (i)
the Base Rate (which is defined as the higher of the Agent's prime rate and the
Federal Funds Rate plus  0.5%) plus 1.00% or (ii) the LIBOR Rate (as defined in
the Credit Agreement) plus  2.50%.  Interest and fees are subject to reductions
based upon the satisfaction of certain financial ratios.

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

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

AEROSOL OVERCAP MARKET

  The  Company  believes  it  is  the  leader  in the U.S. market  for  aerosol
overcaps,  which the Company estimates to be approximately  $95.0  million  per
annum.   Overall,   the  market  is  mature  with  an  annual  growth  rate  of
approximately two percent.   Approximately one-third of this market consists of
national  marketers  who  produce   overcaps  in-house  for  their  own  needs.
Management believes that a portion of  these  in-house  producers will increase
the outsourcing of their production to high technology, low cost manufacturers,
such as the Company, as a means of reducing manufacturing  assets  and focusing
on their core marketing objectives.

  The Company's aerosol overcaps are used in a wide variety of end-use  markets
including spray paints, household and personal care products, insecticides  and
a  myriad  of  other commercial and consumer products.  Most U.S. manufacturers
and contract fillers  of aerosol products are customers of the Company for some
portion of their needs.   In  fiscal 1996, no single overcap customer accounted
for more than 4% of the Company's total net sales.

  Management believes that, over  the  years, the Company has developed several
significant  competitive advantages, including  a  reputation  for  outstanding
quality, short  lead-time  requirements, long-standing relationships with major
customers, the ability to accurately  reproduce  over 3,000 colors, proprietary
packing technology that minimizes freight cost and warehouse space, high-speed,
low-cost  molding  and  decorating  capability  and  a broad  product  line  of
proprietary  molds.   The  Company  continues to develop new  products  in  the
overcap market, including the "spray-thru" line of aerosol overcaps.

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

CONTAINER MARKET

  The  Company  estimates the rigid plastic open-top container  market  in  the
United States to  be  approximately  $1.1  billion, of which approximately $600
million is large (primarily 5-gallon) industrial  pails.   The  remaining  $500
million  encompasses  a  wide  variety  of  containers which include all of the
Company's  product  lines  other  than  industrial  containers.  Plastic  is  a
preferred  material for many applications  due  to  its  low  cost,  functional
performance, reusability and recyclability.  In addition, certain markets, such
as dairy and  food  packaging,  are  shifting to injection molded products from
thermoformed  containers  made  from  polystyrene   due  to  environmental  and
performance advantages.  Management believes the Company's overall market share
in the container market (excluding industrial containers) is approximately 15%,
and that the Company is the leading U.S. manufacturer  in the thinwall, pry-off
and child-resistant product lines.  Management considers  industrial containers
to  be a commodity market, characterized by little product differentiation  and
an absence of higher margin niches.

  The  Company  classifies  its containers into six product lines:  "thinwall,"
"child-resistant," "pry-off,"  "dairy,"  "polypropylene" and "industrial."  The
following table describes each of the Company's six product lines.

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


  The largest end-uses for the Company's containers are food products, building
products, chemicals and dairy products.  The  Company  has  a  diverse customer
base for its container lines, and no single container customer exceeded  3%  of
the Company's total net sales in fiscal 1996.

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

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

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

DRINK CUP MARKET

  The Company estimates the total U.S.  market  for  drink  cups  exceeds  $1.0
billion  per  year,  with  approximately $90.0 million in plastic.  As beverage
producers,  convenience  stores   and  fast  food  restaurants  increase  their
marketing  efforts for larger sized  drinks,  the  Company  believes  that  the
plastic drink  cup  market  will  expand because of plastic's desirability over
paper for larger drink cups.  Injection-molded  plastic cups range in size from
eight to 64 ounces, and often come with lids.  Primary  markets  are  fast food
restaurants,  convenience  stores,  stadium,  sit-down  restaurants and retail.
Virtually  all  cups are decorated, often as promotional items,  and  Berry  is
known in the industry for innovative, state-of-the-art graphics capability.

  Berry historically  supplies a full line of traditional straight-sided and DT
style  drink cups from 12  to  64  ounces  with  and  without  leak-proof  lids
primarily  to  fast food and convenience store chains.  With the acquisition of
PackerWare, the  Company  expanded  its  presence  while  diversifying into the
stadium  and  sit down restaurant markets.  The 64 ounce cup,  which  has  been
highly successful  with  convenience  stores,  is  one of the Company's fastest
growing  drink  cups.   In  addition  to  a full product line,  Berry  has  the
advantage of being the only supplier that can  provide  sophisticated  printing
and/or labeling capacity on a nation-wide basis; in 1996, four different plants
molded  and  decorated  drink  cups.  Major drink cup competitors are Packaging
Resources Incorporated, Pescor Plastics and Cups Illustrated.

CUSTOM MOLDED PRODUCTS MARKET

  The Company also produces custom molded products, which totaled approximately
five percent of fiscal 1996 net  sales,  by  utilizing  molds  provided  by its
customers.   Typically,  the  low  cost  of entry in the custom molded products
market creates a commodity-like marketplace.   However, the Company has focused
its  custom  molding  efforts  on those customers that  are  cognizant  of  the
Company's mold and product design  expertise, superior color matching abilities
and  sophisticated multi-color printing  capabilities.   The  majority  of  the
Company's custom business in 1996 required specialized equipment and expertise,
supporting   the   Company's   desire   to  pursue  higher  volume-added  niche
opportunities in every market in which it participates.

HOUSEWARES MARKET

  The Company entered the housewares market  as  a  result  of  the  PackerWare
Acquisition  in January 1997.  The housewares market is a multi-billion  dollar
market.  The Company's participation is limited to seasonal (spring and summer)
semi-disposable  plastic  housewares  and plastic lawn and garden products, and
consists primarily of outdoor flower pots.   Berry  sells  virtually all of its
products  in  this  market  through  major national markets and national  chain
stores.  The Company estimates that the  total  U.S.  market for the two market
segments in which the Company participates is approximately  $170  million  per
year.

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

MARKETING AND SALES

  The  Company reaches its large and diversified base of over  2,000  customers
primarily  through its direct field sales force which has been expanded from 14
sales representatives  in  fiscal  1990 to 29 at the end of fiscal 1996.  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
utilizes the services of a small number of sales  representative  organizations
to augment its direct sales force.

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

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

MANUFACTURING

  GENERAL

  The Company manufactures its products using  the  plastic  injection  molding
process.   The process begins when plastic resin, in the form of small pellets,
is fed into  an  injection molding machine.  The injection molding machine then
melts the plastic  resin and injects it into a multi-cavity steel mold, forcing
the plastic resin to  take  the final shape of the product.  At the end of each
molding cycle (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, approximately
30% of overcaps, 75% of containers  and  virtually  all  drink  cups are either
decorated (printing, silk-screening, labeling) or assembled (e.g., bail handles
fitted  to  containers).  The Company believes that its molding and  decorating
capabilities are among the best in the industry.

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

  The Company operates 112 molding machines  ranging  from 150 to 750 ton clamp
capacity.  The Company's largest overcap machines are capable  of  producing 10
thousand to 15 thousand aerosol overcaps per hour.  Due to the wide  variety of
container  and  drink  cup styles and sizes produced by the Company, production
rates vary significantly.  The Company owns over 500 active molds.

  PRODUCT DEVELOPMENT

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

  QUALITY ASSURANCE

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

  SYSTEMS

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

SOURCES AND AVAILABILITY OF RAW MATERIALS

  The most important raw material purchased  by  the  Company is plastic resin.
The  Company  purchased  approximately  $45  million of resin  in  fiscal  1996
(excluding  specialty  resins),  of  which 74% was  high  density  polyethylene
("HDPE"),  12%  linear low density polyethylene  and  14%  polypropylene.   The
Company's purchasing  strategy  is  to  deal with only high quality, dependable
suppliers,  such as Dow, Union Carbide, Chevron,  and  Phillips.   The  Company
purchases raw materials pursuant to purchase orders issued from time to time by
the Company.

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

EMPLOYEES

  As  of December 31, 1996, the Company had approximately 1,040 employees.   No
employees  of  the  Company  are  covered  by collective bargaining agreements.
There have been no significant labor disputes  in  the  past several years, and
the Company considers its employee relations to be excellent.

PATENTS AND TRADEMARKS

  The Company has numerous patents and trademarks with respect to its products.
See "Legal Proceedings" below.

ENVIRONMENTAL MATTERS AND GOVERNMENT REGULATION

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

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

  The plastics industry in general,  and  the  Company  in particular, also are
subject to existing and potential Federal, state, local and foreign legislation
designed to reduce solid wastes by requiring, among other  things,  plastics to
be  degradable  in  landfills,  minimum  levels  of  recycled  content, various
recycling  requirements,  disposal  fees  and  limits  on  the  use  of plastic
products.   In  addition,  various  consumer  and  special interest groups have
lobbied from time to time for the implementation of  these  and  other  similar
measures.   The  principal  resin  used  in  the  Company's  products, HDPE, is
recyclable,  and,  accordingly,  the  Company  believes  that  the  legislation
promulgated  to  date  and  such  initiatives  to  date have not had a material
adverse effect on the Company.  There can be no assurance  that any such future
legislative  or  regulatory  efforts  or future initiatives would  not  have  a
material adverse effect on the Company.   On  January  1,  1995, legislation in
Oregon, California and Wisconsin went into effect requiring  products  packaged
in  rigid  plastic  containers  to  comply with standards intended to encourage
recycling and increased use of recycled  materials.   Although  the regulations
vary  by  state, the principal requirement is the use of post consumer  regrind
("PCR") as  an  ingredient in containers sold for non-food uses.  Additionally,
Oregon and California  allow  lightweighting  of the container or concentrating
the  product  sold  in  the container as options for  compliance.   Oregon  and
California provide for an  exemption  from  all  such  regulations if statewide
recycling  reaches or exceeds 25% of rigid plastic containers.   In  1996,  the
Department of  Environmental  Quality  calculated  that  Oregon  achieved a 33%
recycling  rate  in 1996, exceeding the recycling goal of 25%, and accordingly,
is in compliance for  the  1996  and  1997  calendar years.  In September 1996,
California  passed  a  new  bill  permanently  exempting   food  and  cosmetics
containers  from the requirement to use recycled plastics to  comply  with  the
earlier recycling  law.   However,  non-food  containers  are still required to
comply.   The  Company,  in order to facilitate individual customer  compliance
with  these  regulations, is  providing  customers  the  option  of  purchasing
containers which contain PCR or using containers with reduced weight.

ITEM 2.  PROPERTIES

  The following table sets forth the Company's principal facilities:

<TABLE>
<CAPTION>
     LOCATION               ACRES        SQUARE FOOTAGE              USE                          OWNER
<S>                       <C>            <C>                   <C>                              <C>
Evansville, IN               9.3          380,000              Headquarters and manufacturing   The Company
Henderson, NV               12.0          106,000              Manufacturing                    The Company
Iowa Falls, IA              14.0          101,000              Manufacturing                    Berry Iowa
Charlotte, NC               32.0           48,000              Manufacturing                    Berry Tri-Plas
Lawrence, KS                19.3          423,000              Manufacturing                    PackerWare
York, PA                    10.0           40,000              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.

  The Company  and/or Berry Sterling are currently litigating two lawsuits that
involve United States  Patent  No.  Des. 362,368 (the "'368 Patent").  The '368
Patent claims an ornamental design for  a  cup  that  fits  an  automobile  cup
holder.   On  September  21,  1995,  Berry Sterling filed suit in United States
District Court, Eastern District of Virginia,  against  Pescor  Plastics,  Inc.
("Pescor Plastics") for infringement of the '368 Patent.  Pescor Plastics filed
counterclaims    seeking    a    declaratory   judgment   of   invalidity   and
non-infringement, and damages under  the  Lanham  Act.   On  December 28, 1995,
Berry Sterling filed suit against Packaging Resources Incorporated  ("Packaging
Resources") in United States District Court, Southern District of New York, for
infringement  of  the '368 Patent.  Packaging Resources has filed counterclaims
against  Berry  Sterling   alleging  violation  of  the  Lanham  Act,  tortious
interference with Packaging Resources' prospective business advantage, consumer
fraud and requesting a declaratory  judgment that its "Drive-N-Go" cup does not
infringe the '368 Patent.  On April 25, 1996, the Virginia Court granted Pescor
Plastics' motion for summary judgment  invalidating  the  '368  Patent  on  the
grounds that the design was "functional."  On May 14, 1996, the court entered a
judgment  dismissing  the  action  and dismissing Pescor Plastics' counterclaim
without prejudice.  On May 22, 1996,  Berry  Sterling  filed a Notice of Appeal
from this judgment to the Court of Appeals for the Federal Circuit.  On January
10,  1997, the Court of Appeals heard argument on Berry Sterling's  appeal  and
Berry  Sterling is awaiting the court's decision.  Berry Sterling and Packaging
Resources have agreed to an order entered in the New York action, staying trial
of that  action until the Federal Circuit has ruled on Berry Sterling's pending
appeal from  the  Virginia  action.   A third action involving the '368 Patent,
filed by PackerWare in the United States  District  Court,  District of Kansas,
was  discontinued  by the parties' filing a stipulation of discontinuance  with
prejudice on January  28,  1997,  in  connection  with  the consummation of the
PackerWare Acquisition.

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

  On October 3, 1996, action was taken by written consent  of  the holders of a
majority of the issued and outstanding shares of Common Stock, $.01  value,  of
Holding  that are entitled to vote at a meeting of the shareholders of Holding,
to approve  the adoption of the BPC Holding Corporation 1996 Stock Option Plan.
See "Executive Compensation - Stock Option Plan."

  On October  3,  1996, action was taken by written consent of the holders of a
majority of the issued  and outstanding shares of Common Stock, $.01 par value,
of Holding that are entitled  to  vote  at  a  meeting  of  the shareholders of
Holding,  and  also  by the sole shareholder of the Company, in  each  case  to
remove Robert L. Egan  from  the  respective  Boards  of  Directors  of each of
Holding  and the Company following his resignation from Chase Capital Partners,
an affiliate  of CVCA.  CVCA, pursuant to its rights under the New Stockholders
Agreement (as defined  below)  to  appoint a Director to hold the seat that had
been held by Mr. Egan, requested the  stockholders to remove Mr. Egan following
his resignation from Chase Capital Partners.


                                    PART II

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

  There is no public trading market for  any  class  of  common  stock  of  the
Company,  Holding,  Berry  Iowa or Berry Tri-Plas.  With respect to the capital
stock of Holding, as of March 15, 1997, 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, 39 holders of the Class B Nonvoting
Common Stock and 40 holders of the Class C Nonvoting  Common Stock.  All of the
issued and outstanding common stock of the Company is held  by Holding, and all
of the issued and outstanding common stock of Berry Iowa and  Berry Tri-Plas is
held by the Company.

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

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

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

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

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


ITEM 6. SELECTED FINANCIAL DATA

  The following selected financial  data  are  derived  from  the  consolidated
financial  statements of Holding which have been audited by Ernst & Young  LLP,
independent  auditors.   The  data  should  be  read  in  conjunction  with the
consolidated   financial   statements,   related   notes  and  other  financial
information  included  herein. Holding's fiscal year is  a  52/53  week  period
ending generally on the Saturday closest to December 31.  All references herein
to "1996," "1995," "1994,"  "1993"  and "1992" relate to the fiscal years ended
December 28, 1996, December 30, 1995,  December  31,  1994, January 1, 1994 and
December 1992, respectively.

<TABLE>
<CAPTION>
                                                             BPC HOLDING CORPORATION AND ITS SUBSIDIARIES
                                                                                             FISCAL
                                                     1996          1995           1994         1993         1992
                                                     ----          ----           ----         ----         ----
                                                                                    (IN THOUSANDS OF DOLLARS)
Statement of Operations Data:
<S>                                               <C>            <C>            <C>           <C>         <C>
       Net sales                                   $151,058      $140,681       $106,141      $87,830     $ 81,355
       Cost of goods sold                           110,110       102,484         73,997       65,652       63,452
                                                    -------       -------        -------      -------      ------- 
       Gross margin                                  40,948        38,197         32,144       22,178       17,903
       Operating expenses (a)                        23,679        17,670         15,160       17,227       12,362
                                                    -------       -------        -------      -------      ------- 
       Operating income                              17,269        20,527         16,984        4,951        5,541
       Other expenses (b)                               302           127            184            -          825
       Interest expense, net (c)                     20,075        13,389         10,972        6,582        6,671
                                                    -------       -------        -------      -------      ------- 
       Income (loss) before income taxes and         (3,108)        7,011          5,828       (1,631)      (1,955)
         extraordinary charge
       Income taxes                                     239           678             11           72           26
                                                    -------       -------        -------      -------      ------- 
       Income (loss) before extraordinary  charge    (3,347)        6,333          5,817       (1,703)      (1,981)
       Extraordinary  charge (d)                          -             -          3,652            -            -
       Net income (loss)                          $  (3,347)    $   6,333       $  2,165      $(1,703)     $(1,981)
                                                    =======       =======        =======      =======      ======= 
       Preferred stock dividends                  $  (1,116)    $       -       $      -      $     -      $     -
       Common stock dividends                             -             -         50,000            -            -

Balance Sheet Data (at end of year):
        Working capital                            $ 15,910      $ 13,012       $ 13,393      $   384      $ 1,978
        Fixed assets                                 55,664        52,441         38,103       36,615       44,413
        Total assets                                145,798       103,465         91,790       60,143       68,281
        Total debt                                  216,046       111,676        112,287       40,936       46,636
        Stockholders' equity (deficit)              (97,550)      (32,484)       (38,838)       5,973        9,415


Other Data:
        Depreciation and amortization (e)            11,331         9,536          8,176       11,198       10,241
        Capital expenditures                         13,581        11,247          9,118        5,586        7,143
</TABLE>

(a) Operating  expenses  include  compensation  expense related  to  the  1996
    Transaction of $2,762, Tri-Plas Acquisition start-up  expenses  of $671 and
    $907  for  costs  related  to the consolidation of the Winchester, Virginia
    production  facility  with other  Company  locations  during  fiscal  1996;
    pursued acquisition costs of $473 and business start-up expenses of $394 in
    fiscal 1995; $116 in pursued  acquisition  costs  in fiscal 1994; $3,675 of
    costs associated principally with the shutdown and  disposal  of a facility
    acquired  in  the  Mammoth  Acquisition  and  $330  of costs related to  an
    unsuccessful  acquisition  in fiscal 1993; and costs of  $891  incurred  in
    fiscal 1992 in connection with  the  Mammoth Acquisition which could not be
    capitalized.

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

(c) Includes  non-cash  interest expense of $1,211, $950, $1,178,  $1,617  and
    $1,558 in fiscal 1996, 1995, 1994, 1993 and 1992, respectively.

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

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

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

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

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

YEAR ENDED DECEMBER 28, 1996
COMPARED TO YEAR ENDED DECEMBER 30, 1995

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

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

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

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

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

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

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

  NET  INCOME  (LOSS)  AND  EBITDA.   The  Company  recorded a net loss of $3.5
million in 1996 compared to net income in 1995 of $6.3  million for the reasons
stated above.  Adjusted EBITDA for 1996 increased 8.5% to  $33.3  million  from
$30.7 million in 1995.  Adjusted EBITDA is calculated as follows:

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

YEAR ENDED DECEMBER 30, 1995
COMPARED TO YEAR ENDED DECEMBER 31, 1994

  NET  SALES.   Net  sales  increased 32.5% to $140.7 million in 1995, up $34.6
million from $106.1 million in  1994.  Sales of aerosol overcaps increased $5.6
million  (14%), including approximately 4%  due  to  a  strengthening  of  base
business and  the  addition  of  new  products,  and approximately 10% from the
pass-through  to  customers of increased raw material  cost.  Containers  sales
increased $9.5 million  in  1995  (15%),  including  approximately 10% from the
pass-through to customers of such cost increases, and  approximately  5% due to
the  continued  market  strength  of  base  products  and  several  new product
applications.  The  Sterling  Products Acquisition (consummated in March  1995)
contributed $17.3 million of sales  of  drink  cups  in  1995 (compared to $6.1
million of net sales by the predecessor company in 1994, which are not included
in  the  Company's  financials).  Other product lines including  custom  molded
products and custom mold building reflected  an  increase  of  $2.1  million in
1995.  Other  than $0.2 million of polypropylene containers subcontracted  from
Tri-Plas  in  1995,   sales   recorded   from  the  Tri-Plas  Acquisition  were
insignificant.

  GROSS MARGIN.  Gross margin increased $6.1  million or 18.8% to $38.2 million
(27.2% of net sales) in 1995 from $32.1 million  (30.3% of net sales) for 1994.
The increase in gross margin is primarily attributed to increased sales volume.
All of the Company's manufacturing plants produced  at  high  operating  levels
during   1995.   Significant  capacity  was  dedicated  at  all  facilities  to
accommodate the dynamic growth in the drink cup business.

  Gross margin as a percent of sales decreased 3.1% from 30.3% in 1994 to 27.2%
for 1995. Pass through of raw material cost increases contributed approximately
2.4% of the decrease,  as  no  additional margin was earned on such incremental
revenues.  Additionally,  most of  the  new  high  efficiency  molds,  printing
equipment, and injection molding  machines  required for the drink cup business
did not arrive until late in the summer season,  forcing the Company to produce
on  slower, less efficient drink cup tooling for the  period  of  peak  demand.
Outside  subcontractors  were  used  to  print  drink cups during peak periods,
resulting  in  lower  gross  margins.  Although a fifty  thousand  square  foot
warehouse facility was added in Evansville,  the  seasonality  of the drink cup
business   required  leasing  outside  storage  facilities  at  both  the   new
Winchester, Virginia plant and the Henderson, Nevada location.

  OPERATING  EXPENSES.   Operating  expenses  during  1995  were $17.7 million,
compared  with  $15.2  million  for  1994. As a percentage of sales,  operating
expenses increased from 14.3% of net sales  in  1994  to 12.6% of net sales for
1995.  Sales related expenses, including the cost of expanded  sales  coverage,
increased  $0.5  million.  General  and  administrative expenses increased $1.0
million,  including  $0.4  million  associated   with   the  Sterling  Products
Acquisition and a $0.5 million increase in performance-based employee bonuses.

Other expenses were $0.9 million in 1995 compared to $0.1  million  in 1994, an
increase  of  $0.8  million.  This  increase  includes a charge of $0.5 million
associated with the discontinued pursuit of the  acquisition  of  the assets of
CPI Plastics, Inc. and its affiliates and $0.2 million of costs associated with
the transfer of the Tri-Plas business.

  INTEREST EXPENSE AND INCOME.  Net interest expense, including amortization of
deferred  financing  costs  for  1995,  was  $13.4  million (9.5% of net sales)
compared to $11.0 million (10.3% of net sales), an increase  of  $2.4  million.
This  increase  is  primarily  due  to the full year effect in 1995 of expenses
relating to a recapitalization of the  Company  on  April  21,  1994,  when the
Company  completed the offering of the 1994 Notes. The 1994 Notes bear interest
at 12 1/4%  and  mature on April 15, 2004. Interest is payable semi-annually on
October 15 and April  15  of  each  year.  Cash interest paid in 1995 was $13.4
million as compared to $8.0 million for 1994.  Interest income was $0.6 million
in both 1995 and 1994.

  INCOME TAXES.  During the year ended December  30, 1995, the Company utilized
the  last  portion  of certain net operating loss carryforwards  and  became  a
taxpayer of federal income  tax,  incurring  $0.7 million of federal income tax
liability  compared  to incurring no federal income  tax  for  the  year  ended
December 31, 1994.

  EXTRAORDINARY CHARGE.   There  were no extraordinary charges during 1995. The
Company incurred an extraordinary charge of $3.7 million ($3.2 million of which
related to non-cash charges) during  1994 as a result of the retirement of debt
concurrent with the issuance of the 1994 Notes.

  NET INCOME AND EBITDA.  Net income increased  $4.2  million  in  1995 to $6.3
million  from  net  income  of  $2.2 million in 1994 for the foregoing reasons.
Adjusted EBITDA for 1995 increased 19.0% to $30.7 million from $25.7 million in
1994.  Adjusted EBITDA is calculated as follows:

<TABLE>
<CAPTION>
                                                1995         1994
                                                ----         ----

<S>                                             <C>         <C>
                                                 ($ million)
Earnings Before Interest, Taxes,                $29.7       $21.3
    Depreciation and Amortization
Extraordinary Charge for Retirement of Debt         -         3.7
Loss on the Disposal of Assets                    0.1         0.2
Other Adjustments                                 0.9         0.5
                                                 ----        ----
    Total Adjusted EBITDA                       $30.7       $25.7
</TABLE>


INCOME TAX MATTERS

  Holding has unused operating loss carryforwards of approximately $6.1 million
for   federal   income   tax  purposes  which  expires  in  2011.   AMT  credit
carryforwards  of  approximately   $2.0   million   are  available  to  Holding
indefinitely to reduce future years' federal income taxes.


LIQUIDITY AND CAPITAL RESOURCES

  At  December  28, 1996 the Company had a credit facility  provided  by  Fleet
Capital  Corporation  (the  "Fleet  Credit  Facility")  which  provided  for  a
revolving  line  of  credit  for  general  working  capital  needs  (based on a
borrowing  base  formula)  and  a  letter  of  credit  supporting the Company's
outstanding industrial revenue bonds (approximately $11.5 million).  On January
21, 1997, in conjunction with the PackerWare Acquisition,  the  Company entered
into the Credit Agreement with NationsBank, N.A. for a senior secured  line  of
credit  in  an  aggregate  principal amount of $60.0 million.  The indebtedness
under  the  Credit  Facility  is   guaranteed  by  Holding  and  the  Company's
subsidiaries.  The Credit Facility replaced the facility previously provided by
Fleet Capital Corporation.

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

  Capital expenditures in  1996 were $13.6 million, an increase of $2.4 million
from $11.2 million in 1995.  Included  in  capital expenditures during 1996 was
$4.2 million relating to the addition of a new  warehouse,  production  systems
and  offices  necessary  to  support production operating levels throughout the
Company.  Capital expenditures  also  included  investment  of $4.2 million for
molds,  $1.8 million for molding machines, $1.6 million for printing  equipment
and $1.8  million  for  miscellaneous  accessory  equipment  and  systems.  The
capital expenditure budget for 1997 is expected to be $16.7 million,  including
approximately  $2.6 million for building and systems, $10.4 million for  molds,
$0.4 million for molding machines, $1.2 million for printing equipment and $2.1
million for miscellaneous  accessory equipment and includes anticipated capital
expenditures  for  the PackerWare  Acquisition  and  the  Container  Industries
Acquisition.  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 1997
will  be satisfied through a combination  of  funds  generated  from  operating
activities  and  cash  on  hand, together with funds available under the Credit
Facility.  Management  bases such  belief  on  historical  experience  and  the
substantial funds available  under  the  Credit  Facility. However, the Company
cannot predict its future results of operations.

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

  At December  28,  1996,  the  Company's  cash balance was approximately $10.2
million, and the Company had unused borrowing  capacity  under the Fleet Credit
Facility's borrowing base of approximately $16.2 million.


GENERAL ECONOMIC CONDITIONS AND INFLATION

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

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

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 28, 1996 and December 30, 1995                    F- 2

Consolidated Statements of Operations for the years ended December 28, 1996,
   December 30, 1995 and December 31, 1994                                                F- 4

Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years
   ended December 28, 1996, December 30, 1995 and December 31, 1994                       F- 5

Consolidated Statements of Cash Flows for the years ended December 28, 1996,
   December 30, 1995 and December 31, 1994                                                F- 6

Notes to Consolidated Financial Statements                                                F- 7


INDEX TO FINANCIAL STATEMENT SCHEDULES
   I. Condensed Financial Information of Parent Company                                   S- 1

   II. Valuation and Qualifying Accounts                                                  S- 4
</TABLE>


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


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

        Not applicable.




 




        PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

  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)            50        Chairman and Director               Company and Holding
Martin R. Imbler(1)(4)          49        President, Chief Executive          Company
                                          Officer and Director
                                          President and Director              Holding
Douglas E. Bell                 45        Executive Vice President, Sales     Company
                                          and Marketing and Director
Ira G. Boots                    43        Executive Vice President,           Company
                                          Operations and Director
James M. Kratochvil             40        Vice President, Chief Financial     Company
                                          Officer, Treasurer and Secretary
                                          Vice President, Chief Financial     Holding
                                          Officer and Secretary
R. Brent Beeler                 44        Executive Vice President, Sales     Company
                                          and Marketing
Ruth Richmond                   34        Vice President, Planning and        Company
                                          Administration
David Weaver                    34        Vice President and Plant Manager    Company
                                          - Iowa Falls
Robert J. Bielecki              37        Vice President and Plant Manager    Company
                                          - Henderson
Randall J. Becker               41        Vice President - Container          Company
                                          Marketing
George A. Willbrandt            52        Vice President - Sales and          Berry Sterling
                                          Marketing
Lawrence G. Graev(2)(3)         52        Director                            Company and Holding
James A. Long(2)(3)             54        Vice President, Assistant           Company
                                          Secretary and Director
                                          Vice President, Treasurer and       Holding
                                          Director
Donald J. Hofmann(1)(2)(3)(4)   39        Director                            Company and Holding
Mathew J. Lori                  33        Director                            Company and Holding
David M. Clarke                 46        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.

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

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

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

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

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

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

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

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

  ROBERT J. BIELECKI has been Vice President and Plant Manager-Henderson of the
Company since January 1995.  From January 1992  to  December 1995, Mr. Bielecki
served as Customer Service and Materials Manager for  the  Company.   Prior  to
that,  Mr.  Bielecki  served  as  Customer Service Manager for the Company from
January 1990 to December 1991.

  RANDALL J. BECKER has been Vice President, Container Marketing since November
1996.  Prior to that, he was Vice President  and  Plant  Manager-Winchester  of
Berry Sterling since March 1995.  From 1991 to March 1995, he served as Product
Development/Marketing Manager of the Company.

  GEORGE  A.  WILLBRANDT  has been Vice President, Sales and Marketing of Berry
Sterling since 1995.  Prior  to  that he was President and co-owner of Sterling
Products, which he founded in 1983.

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

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

  DONALD J. HOFMANN has  been  a director of Holding and the Company since June
1996.  Mr. Hofmann has been a General  Partner  of Chase Capital Partners since
1992.   Prior  to  that, he was head of MH Capital Partners  Inc.,  the  equity
investment arm of Manufacturers Hanover.

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

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

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

BOARD COMMITTEES

     The Board  of  Directors  of  Holding  has  an Audit Committee and a Stock
Option  Committee,  and  the Board of Directors of the  Company  has  an  Audit
Committee and a Compensation  Committee.   The  Audit  Committees  oversee  the
activities  of the independent auditors and internal audit 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 1996, 1995 and 1994:

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                         LONG TERM
                                                 ANNUAL COMPENSATION    COMPENSATION
                                                                         SECURITIES
                                      FISCAL                             UNDERLYING     OTHER
  NAME AND PRINCIPAL POSITION          YEAR      SALARY        BONUS      OPTIONS    COMPENSATION(1)
 -------------------------------       ----     -------       --------    --------   ------------
<S>                                    <C>      <C>           <C>         <C>          <C>

Martin R. Imbler                       1996     $292,078      $128,993    $  8,472     $595,848
   President and Chief Executive       1995      275,625       157,500           -        1,424
   Officer                             1994      262,500       117,000           -        1,394

Douglas E. Bell                        1996      145,735        94,205       5,214      239,335
   Executive Vice President, Sales     1995      137,525       124,428           -        1,424
   and Marketing                       1994      130,977        85,433           -        1,394

Ira G. Boots                           1996      145,735        94,205       5,214      239,335
   Executive Vice President,           1995      137,525       124,428           -        1,424
   Operations                          1994      130,977        85,433           -        1,394

James M. Kratochvil                    1996      112,614        72,796       3,259      120,427
   Vice President, Chief Financial     1995      106,270        96,150           -        1,424
   Officer, Treasurer and Secretary    1994      101,210        66,027           -        1,394

R. Brent Beeler                        1996      121,108        72,796       3,259      120,427
   Executive Vice President, Sales     1995      106,270        96,150           -        1,424
   and Marketing                       1994      101,210        66,027           -        1,394
</TABLE>


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

OPTION GRANTS IN LAST FISCAL YEAR

  The following table provides information  on the options granted to the Named
Executive Officers under the BPC Holding Corporation 1996 Stock Option Plan.


                                OPTIONS GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                               POTENTIAL REALIZABLE VALUE AT
                                                                                 ASSUMED ANNUAL RATES OF STOCK
                                        INDIVIDUAL GRANTS                    PRICE APPRECIATION FOR OPTION TERM 
                        ---------------------------------------------------- ----------------------------------   
                         NUMBER OF      PERCENT OF
                        SECURITIES      TOTAL OPTIONS   EXERCISE           
                        UNDERLYING       GRANTED          OR                        
                         OPTIONS       TO EMPLOYEES      BASE
                         GRANTED         IN FISCAL       PRICE     EXPIRATION             5%         10%
                          (#)(1)           YEAR           ($)         DATE
<S>                       <C>              <C>           <C>        <C>               <C>          <C>

Martin R. Imbler           8,472           19.2          100.00     10/4/03           $344,895     $803,753
Douglas E. Bell            5,214           11.8          100.00     10/4/03            212,262      494,661
Ira G. Boots               5,214           11.8          100.00     10/4/03            212,262      494,661
James M. Kratochvil        3,259            7.4          100.00     10/4/03            132,674      309,187
R. Brent Beeler            3,259            7.4          100.00     10/4/03            132,674      309,187
</TABLE>


(1) 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.

FISCAL YEAR-END OPTION HOLDINGS

  The following table provides information on  the  number  of  exercisable and
unexercisable  management  stock  options at December 28, 1996.  In  connection
with the 1996 Transaction, (i) the  vesting  of  options  issued under the 1991
Stock Option Plan that would have vested on or prior to the  end of fiscal 1996
was  accelerated  and  (ii)  all such outstanding stock options were  exercised
prior to consummation of the 1996 Transaction.

                     AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
                              FISCAL YEAR-END OPTION VALUES(1)

<TABLE>
<CAPTION>
                          SHARES                NUMBER OF UNEXERCISED          VALUE OF UNEXERCISED
                         ACQUIRED                     OPTIONS AT               IN-THE-MONEY OPTIONS
                            ON        VALUE         FISCAL YEAR END              AT FISCAL YEAR END
  NAME                   EXERCISE    REALIZED   EXERCISABLE/UNEXERCISABLE      EXERCISABLE/UNEXERCISABLE
----------------         --------    --------   -------------------------      -------------------------  
                                                     (#)(2)                           (2)
<S>                       <C>       <C>             <C>                                  <C>
Martin R. Imbler          22,752    $1,332,130      1,694/6,778                          0/0
Douglas E. Bell            9,104       533,039      1,643/4,171                          0/0
Ira G. Boots               9,104       533,039      1,643/4,171                          0/0
James M. Kratochvil        4,552       266,520        652/2,607                          0/0
R. Brent Beeler            4,552       266,520        652/2,607                          0/0
</TABLE>


(1) None of Holding's capital stock is currently publicly traded.
(2) All options granted to management of the Company are exercisable for shares
    of Class B Nonvoting Common Stock, par value $.01 per share, of Holding.

DIRECTOR COMPENSATION

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

EMPLOYMENT AGREEMENTS

  The  Company  has  an  employment  agreement  with  Mr.  Imbler  (the "Imbler
Employment Agreement") that expires on June 30, 2001.  Base compensation  under
the  Imbler  Employment  Agreement  for  fiscal  1996 was $292,078.  The Imbler
Employment Agreement also provides for an annual performance  bonus  of $50,000
to  $175,000  based upon the Company's attainment of certain financial targets.
The Company may  terminate  Mr.  Imbler's  employment  for  "cause"  or  upon a
"disability"  (as  such  terms are defined in the Imbler Employment Agreement).
If the Company terminates  Mr. Imbler "without cause" (as defined in the Imbler
Employment Agreement), Mr. Imbler  is  entitled to receive, among other things,
the greater of (i) one year's salary or (ii) 1/12 of one year's salary for each
year (not to exceed 24 years in the aggregate)  of employment with the Company.
The  Imbler  Employment  Agreement  also  contains  customary   noncompetition,
nondisclosure and nonsolicitation provisions.

  The Company also has employment agreements with each of Messrs.  Bell, Boots,
Kratochvil  and Beeler (each, an "Employment Agreement" and, collectively,  the
"Employment Agreements"),  each  of  which  expires  on  June  30,  2001.   The
Employment  Agreements  provided for fiscal 1996 base compensation of $145,735,
$145,735, $112,614 and $121,108,  respectively.   Salaries  are subject in each
case  to annual adjustment at the discretion of the Compensation  Committee  of
the Board  of Directors of the Company.  The Employment Agreements entitle each
executive to  participate in all other incentive compensation plans established
for  executive officers  of  the  Company.   The  Company  may  terminate  each
Employment  Agreement  for "cause" or a "disability" (as such terms are defined
in  the Employment Agreements).   If  the  Company  terminates  an  executive's
employment  without  "cause"  (as  defined  in the Employment Agreements),  the
Employment  Agreements  require  the Company to  pay  certain  amounts  to  the
terminated executive, including (i) the greater of (A) one year's salary or (B)
1/12  of one year's salary for each  year  (not  to  exceed  24  years  in  the
aggregate)  of  employment  with  the  Company, and (ii) certain benefits under
applicable  incentive  compensation  plans.   Each  Employment  Agreement  also
includes   customary   noncompetition,   nondisclosure    and   nonsolicitation
provisions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

  The Company  is  party  to  an Amended and Restated Management Agreement (the
"FACL  Management Agreement") with  First  Atlantic  pursuant  to  which  First
Atlantic provides the Company with financial advisory and management consulting
services  in  exchange  for  an  annual  fee  of $750,000 and reimbursement for
out-of-pocket  costs  and expenses.  In consideration  of  such  services,  the
Company paid First Atlantic  fees  and  expenses  of  $787,600 for fiscal 1996,
$816,900  for fiscal 1995 and $777,700 for fiscal 1994.   First  Atlantic  also
received  a  $100,000  advisory  fee  in  both  March  and  December  1995  for
originating,  structuring and negotiating the Sterling Products Acquisition and
the Tri-Plas Acquisition,  respectively,  and a fee of $1,500,000 in April 1994
for  advisory  services  rendered  in connection  with  the  1994  Transaction,
including  originating,  structuring  and  negotiating  such  transaction.   In
connection with the 1996 Transaction, the FACL Management Agreement was amended
to  provide  for  a  fee  for  services rendered  in  connection  with  certain
transactions equal to the lesser  of  (i) 1% of the total transaction value and
(ii)  $1,250,000  for  any  such  transaction  consummated  plus  out-of-pocket
expenses in respect of such transaction,  whether  or not consummated.  Also in
connection with the 1996 Transaction, Holding paid a  fee  of  $1,250,000  plus
reimbursement  for  out-of-pocket  expenses  to  First  Atlantic  for  advisory
services,   including   originating,   structuring  and  negotiating  the  1996
Transaction.   Also, First Atlantic received  advisory  fees  of  approximately
$285,900  and  $28,700   in  January  1997  for  originating,  structuring  and
negotiating  the  PackerWare   Acquisition   and   the   Container   Industries
Acquisition,    respectively.    See   "Certain   Relationships   and   Related
Transactions."

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

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

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

  In connection  with  the  1994 Transaction and the distribution by Holding of
the $50.0 million dividend received  from the Company, Messrs. Imbler, Bell and
Boots received net distributions from  Holding  of  approximately $1.9 million,
$1.08 million and $1.01 million, respectively.  See "Certain  Relationships and
Related Transactions."

  Chase Securities Inc. ("Chase Securities"), an affiliate of CVCA  and Messrs.
Hofmann  and  Lori, received a fee of $500,000 for arranging the sale of  $15.0
million of Holding's Common Stock to certain of the Common Stock Purchasers and
the  sale of $15.0  million  of  Holding's  Preferred  Stock  to  CVCA.   Chase
Manhattan Investment Holdings, Inc. ("CMIHI"), an affiliate of Chase Securities
and Messrs.  Hofmann  and  Lori,  received approximately $13.6 million from the
sale of equity interests of Holding  in  the  1996  Transaction.  In connection
with the 1994 Transaction, CMIHI received a distribution  of approximately $5.7
million on equity interests in Holding and Chase Securities  was  paid a fee of
$625,000  by  the  underwriter  of  the 1994 Transaction for financial advisory
services rendered to the Company and  Holding.   In  addition, Chase Securities
received  a  fee  of $200,000 from the Company in April 1994  for  arranging  a
revolving   credit  facility.    See   "Certain   Relationships   and   Related
Transactions."

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

STOCK OPTION PLAN

  Employees, directors and certain  independent  consultants of the Company and
its  subsidiaries are entitled to participate in the  BPC  Holding  Corporation
1996 Stock  Option  Plan  (the  "Option Plan"), which provides for the grant of
both  "incentive stock options" within  the  meaning  of  Section  422  of  the
Internal  Revenue Code of 1986, as amended (the "Code"), and stock options that
are non-qualified  under  the  Code.   The  total  number  of shares of Class B
Nonvoting Common Stock of Holding  for which options may be granted pursuant to
the Option Plan is 45,620.  The Option Plan will terminate on  October  3, 2003
or  such  earlier  date on which the Board of Directors of Holding, in its sole
discretion, determines.   The  Stock Option Committee of the Board of Directors
of Holding administers all aspects  of  the  Option  Plan,  including selecting
which  of  the Company's directors, employees and independent consultants  will
receive options,  the  time  when  options are granted, whether the options are
incentive stock options or non-qualified  stock  options, the manner and timing
for vesting of such options, the terms of such options,  the  exercise  date of
any  options  and the number of shares subject to such options.  Directors  who
are also employees are eligible to receive options under the Option Plan.

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

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

  Under the Option Plan, there are currently outstanding options to purchase an
aggregate of 43,393 shares of Class B Nonvoting Common Stock to 40 employees of
the Company, including 25,418 shares to five executive officers, at an exercise
price of $100.00.  All of such options  were  issued in October 1996, including
8,472 to Mr. Imbler, 5,214 to each of Messrs. Bell and Boots, and 3,259 to each
of Messrs. Beeler and Kratochvil.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

STOCK OWNERSHIP

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

<TABLE>
<CAPTION>
                                      SHARES OF                                       SHARES OF
                                       VOTING                                         NONVOTING
                                   COMMON STOCK(1)                                  COMMON STOCK(1)         PERCENTAGE OF
                                                     PERCENTAGE OF                                           ALL CLASSES OF
 NAME AND ADDRESS OF                                    VOTING                                                COMMON STOCK
  BENEFICIAL OWNER          CLASS A      CLASS B    COMMON STOCK     CLASS A      CLASS B      CLASS C       (FULLY-DILUTED)
-------------------------   -------      -------    ------------     -------      -------      -------       ---------------
<S>                         <C>          <C>            <C>          <C>          <C>          <C>              <C>
Atlantic Equity Partners
    International II,            -       125,750        53.3%              -            -       10,688          21.0%
L.P.(2)
Chase Venture Capital
    Associates, L.P.(3)     52,000         5,623 (4)    23.8          148,000      17,837 (4)        -           34.4
BPC Equity, LLC(5)          31,200             -        13.2           88,800           -            -           18.5
Roberto Buaron(6)                -       125,750        53.3                -           -       10,688           21.0
Martin R. Imbler                 -         5,494         2.3                -      17,330 (7)    1,795            3.8
James A. Long(8)                 -           195           *                -         555           64              *
Lawrence G. Graev(9)             -             -           -                -           -            -              -
Donald J. Hofmann(10)       52,000         5,623 (4)    23.8          148,000      17,837 (4)        -           34.4
Mathew J. Lori(11)          52,000         5,623 (4)    23.8          148,000      17,837 (4)        -           34.4
David M. Clarke(12)         31,200             -        13.2           88,800           -            -           18.5
Douglas E. Bell                  -         2,392         1.0                -       7,851(13)      782            1.7
Ira G. Boots                     -         2,280         1.0                -       7,533(14)      744            1.7
James M. Kratochvil              -         1,196           *                -       4,056(15)      391              *
R. Brent Beeler                  -         1,196           *                -       4,056(16)      391              *
All officers and directors
as a group (16 persons)     83,200       146,419        95.0          236,800      67,045       15,604           84.6
</TABLE>


*  Less than one percent.
(1)The authorized capital stock  of  Holding  consists  of 3,500,000 shares of
   capital stock, including 2,500,000 shares of Common Stock,  $.01  par  value
   (the  "Holding Common Stock"), and 1,000,000 shares of Preferred Stock, $.01
   par value  (the  "Holding  Preferred  Stock").   Of  the 2,500,000 shares of
   Holding Common Stock, 500,000 shares are designated Class  A  Voting  Common
   Stock, 500,000 shares are designated Class A Nonvoting Common Stock, 500,000
   shares  are  designated  Class  B  Voting  Common  Stock, 500,000 shares are
   designated Class B Nonvoting Common Stock, and 500,000 shares are designated
   Class  C  Nonvoting  Common  Stock.   Of  the  1,000,000 shares  of  Holding
   Preferred Stock, 600,000 shares are designated Series  A  Senior  Cumulative
   Exchangeable Preferred Stock.
(2)Address  is  P. O. Box 847, One Capital Place, Fourth Floor, Grand Cayman,
   Cayman  Islands,   British   West   Indies.    Atlantic   Equity  Associates
   International II, L.P., a Delaware limited partnership ("AEA  II"),  is  the
   sole  general  partner  of International and as such exercises voting and/or
   investment  power over shares  of  capital  stock  owned  by  International,
   including the  shares  of  Holding  Common  Stock held by International (the
   "International  Shares").   Mr.  Buaron is the sole  shareholder  of  Buaron
   Holdings Ltd. ("BHL").  BHL is the  sole  general partner of AEA II.  As the
   general  partner  of  AEA  II, BHL may be deemed  to  beneficially  own  the
   International Shares.  BHL disclaims  any beneficial ownership of any shares
   of capital stock owned by International, including the International Shares.
   Through his affiliation with BHL and AEA  II,  Mr.  Buaron controls the sole
   general partner of International and therefore has the  authority to control
   voting and/or investment power over, and may be deemed to  beneficially own,
   the International Shares.  Mr. Buaron disclaims any beneficial  ownership of
   any of the International Shares.
(3) Address is 380 Madison Avenue, 12th Floor, New York, New York 10017.
(4) Represents warrants to purchase such shares of common stock to be  held  by
    CVCA which are currently exercisable.
(5) Address  is  c/o Aetna Life Insurance Company, Private Equity Group, IG6U,
    151 Farmington Avenue,  Hartford,  Connecticut  06156.  Aetna Life Insurance
    Company  exercises voting and/or investment power  over  shares  of  capital
    stock owned  by  BPC Equity, LLC ("BPC Equity"), including shares of Holding
    Common Stock held by BPC Equity.
(6) Address is c/o First  Atlantic  Capital,  Ltd.,  135  East 57th Street, New
    York, New York 10022.  Represents shares of Holding Common  Stock  owned  by
    International.   Mr. Buaron is the sole shareholder of BHL.  BHL is the sole
    general  partner of  AEA  II.   AEA  II  is  the  sole  general  partner  of
    International  and  as  such,  exercises voting and/or investment power over
    shares of capital stock owned by  International, including the International
    Shares.  Mr. Buaron, as the sole shareholder  and Chief Executive Officer of
    BHL, controls the sole general partner of International  and  therefore  has
    voting  and/or investment power over, and may be deemed to beneficially own,
    the International  Shares.  Mr. Buaron disclaims any beneficial ownership of
    the International Shares.
(7) Includes  1,694  options  granted  to  Mr.  Imbler,  which  are  presently
    exercisable.
(8) Address is c/o First  Atlantic  Capital,  Ltd.,  135  East 57th Street, New
    York, New York 10022.
(9) Address is c/o O'Sullivan Graev & Karabell, LLP, 30 Rockefeller  Plaza, New
    York, New York 10112.
(10)Address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New
    York,  New York 10017.  Represents shares owned by CVCA.  Mr. Hofmann  is  a
    General  Partner  of  Chase  Capital  Partners,  which is the private equity
    investment  arm of Chase Manhattan Corporation, which  is  an  affiliate  of
    CVCA.  Mr. Hofmann  disclaims  any  beneficial  ownership  of  the shares of
    Holding Common Stock held by CVCA.
(11)Address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New
    York,  New  York  10017.  Represents shares owned by CVCA.  Mr. Lori  is  an
    Associate  with  Chase   Capital  Partners,  which  is  the  private  equity
    investment arm of Chase Manhattan  Corporation,  which  is  an  affiliate of
    CVCA.  Mr. Lori disclaims any beneficial ownership of the shares  of Holding
    Common Stock held by CVCA.
(12)Address is c/o Aetna Life Insurance Company, Private Equity Group,  IG6U,
    151 Farmington Avenue, Hartford, Connecticut 06156.  Represents shares owned
    by BPC  Equity.   Mr.  Clarke  is  a  Managing  Director  of Aetna, Inc., an
    affiliate of Aetna Life Insurance Company, which is a member  of BPC Equity.
    Mr.  Clarke  disclaims  any  beneficial  ownership of the shares of  Holding
    Common Stock held by BPC Equity.
(13)Includes  1,043  options  granted  to  Mr.  Bell,   which  are  currently
    exercisable.
(14)Includes  1,043  options  granted  to  Mr.  Boots,  which  are  currently
    exercisable.
(15)Includes  652  options  granted  to  Mr.  Kratochvil, which are currently
    exercisable.
(16)Includes  652  options  granted  to  Mr.  Beeler,   which  are  currently
    exercisable.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FIRST ATLANTIC

  Pursuant  to  the  FACL  Management  Agreement, First Atlantic  provides  the
Company with financial advisory and management  consulting services in exchange
for  an annual fee of $750,000 and reimbursement for  out-of-pocket  costs  and
expenses.   In  consideration of such services, the Company paid First Atlantic
fees and expenses  of  approximately  $787,600  for  fiscal  1996, $816,900 for
fiscal  1995  and  $777,700  for fiscal 1994.  First Atlantic also  received  a
$100,000  advisory  fee  in both  March  and  December  1995  for  originating,
structuring and negotiating  the Sterling Products Acquisition and the Tri-Plas
Acquisition, respectively, and  a  fee of $1,500,000 in April 1994 for advisory
services  rendered  in  connection  with   the   1994   Transaction,  including
originating, structuring and negotiating such transaction.   In connection with
the 1996 Transaction, the FACL Management Agreement was amended  to provide for
a  fee for services rendered in connection with certain transactions  equal  to
the lesser of (i) 1% of the total transaction value and (ii) $1,250,000 for any
such  transaction  consummated  plus  out-of-pocket expenses in respect of such
transaction, whether or not consummated.   Also  in  connection  with  the 1996
Transaction,   Holding   paid  a  fee  of  $1,250,000  plus  reimbursement  for
out-of-pocket expenses to  First  Atlantic  for  advisory  services,  including
originating,  structuring  and  negotiating  the 1996 Transaction.  Also, First
Atlantic  received  advisory  fees of approximately  $285,900  and  $28,700  in
January  1997  for  originating, structuring  and  negotiating  the  PackerWare
Acquisition and the Container Industries Acquisition, respectively.

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

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

MANAGEMENT

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

  In  connection  with the 1994 Transaction and the distribution by Holding  of
the $50.0 million dividend  received  from  the  Company, Messrs. Imbler, Bell,
Boots,  Kratochvil  and  Beeler  received  net distributions  from  Holding  of
approximately $1.9 million, $1.08 million, $1.01  million,  $0.54  million  and
$0.54 million, respectively.

STOCKHOLDERS AGREEMENTS

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

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

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

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

CHASE SECURITIES, INC.

  Chase Securities, an affiliate of CVCA and Messrs. Hofmann and Lori,  who are
members of the Board of Directors of Holding and the Company, received a fee of
$500,000  for arranging the sale of $15.0 million of Holding's Common Stock  to
certain of the Common Stock Purchasers and the sale of $15.0 million of Holding
Preferred Stock  to  CVCA.  CMIHI, an affiliate of Chase Securities and Messrs.
Hofmann and Lori, received  approximately $13.6 million from the sale of equity
interests of Holding in the 1996  Transaction.   In  connection  with  the 1994
Transaction,  CMIHI  received  a distribution of approximately $5.7 million  on
equity interests in Holding and  Chase Securities was paid a fee of $625,000 by
the  underwriter  of  the  1994 Transaction  for  financial  advisory  services
rendered to the Company and  Holding.  In addition, Chase Securities received a
fee of $200,000 from the Company in April 1994 for arranging a credit facility.

LEGAL SERVICES

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

TRANSACTIONS WITH AFFILIATES

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


                                    PART IV


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

  (a) Documents Filed as Part of the Report

     1. FINANCIAL STATEMENTS

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

     2. FINANCIAL STATEMENT SCHEDULES

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

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

     3. EXHIBITS

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

  (b) Reports on Form 8-K

     No Current Reports on Form 8-K were filed by the registrants during the
     fourth quarter of the year ended December 28, 1996.



                        REPORT OF INDEPENDENT AUDITORS


The Stockholders and Board of Directors
BPC Holding Corporation

We have audited the accompanying  consolidated  balance  sheets  of BPC Holding
Corporation and subsidiaries as of December 28, 1996 and December 30, 1995, 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 28, 1996.  Our audits also included  the financial statement schedules
listed in the Index at Item 14(a).  These financial  statements  and  schedules
are  the  responsibility  of  Holding's  management.  Our responsibility is  to
express an opinion on these financial statements  and  schedules  based  on our
audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated  financial  position  of BPC
Holding  Corporation  and  subsidiaries  at  December 28, 1996 and December 30,
1995, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 28, 1996, in conformity 
with generally accepted accounting principles.  Also, in our  opinion, the  
related financial statement  schedules,  when  considered  in  relation to the
basic financial statements  taken  as  a whole, present fairly in all material
respects  the information set forth therein.






                                                  ERNST & YOUNG LLP



Indianapolis, Indiana
February 13, 1997


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

<TABLE>
<CAPTION>
                                                           DECEMBER 28,     DECEMBER 30,
                                                              1996             1995
                                                           ------------     ------------ 
<S>                                                         <C>                <C>
ASSETS
Current assets (NOTE 5):
  Cash and cash equivalents (NOTE 11)                        $ 10,192          $ 8,035
  Accounts receivable (less allowance for doubtful
    accounts of $618 at December 28, 1996 and $737 at          17,642           15,944
    December 30, 1995)
  Inventories:
     Finished goods                                             9,100            7,743
     Raw materials and supplies                                 3,945            3,897
     Custom molds                                                 562              257
                                                           ------------     ------------ 
                                                               13,607           11,897
  Prepaid expenses and other receivables                          957            1,593
  Income taxes recoverable                                        436              411
                                                           ------------     ------------ 
Total current assets                                           42,834           37,880
Assets held in trust (NOTE 5)                                  30,188                -
Property and equipment (NOTES 5 AND 6):
   Land                                                         4,598            3,882
   Buildings and improvements                                  18,290           15,712
   Machinery, equipment and tooling                            79,043           68,801
   Automobiles and trucks                                         639              496
   Construction in progress                                     3,476            4,094
                                                           ------------     ------------ 
                                                              106,046           92,985
   Less accumulated depreciation                               50,382           40,544
                                                           ------------     ------------ 
                                                               55,664           52,441
Intangible assets (NOTE 4):
   Deferred financing and origination fees                      9,912            5,962
   Covenants not to compete                                        40               73
   Excess of cost over net assets acquired                      4,273            4,782
   Deferred acquisition costs                                     527                -
                                                           ------------     ------------ 
                                                               14,752           10,817
Deferred income taxes (NOTE 7)                                  2,003            2,056
Other                                                             357              271
                                                           ------------     ------------ 
Total assets                                                 $145,798         $103,465
                                                           ============     ============ 
</TABLE>

<TABLE>
<CAPTION>
                                                           DECEMBER 28,     DECEMBER 30,
                                                              1996             1995
                                                           ------------     ------------ 
<S>                                                         <C>              <C>   
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                          $  12,877        $  14,074
  Accrued expenses and other liabilities                        4,676            2,807
  Accrued interest                                              3,286            2,652
  Employee compensation and payroll taxes                       5,230            4,618
  Income taxes (NOTE 7)                                           117                -
  Current portion of long-term debt (NOTES 5 AND 11)              738              717
                                                           ------------     ------------ 
Total current liabilities                                      26,924           24,868
Long-term debt, less current portion (NOTES 5 AND 11)         215,308          110,959
Deferred compensation                                               -              122
Accrued dividends on preferred stock                            1,116                -
                                                           ------------     ------------ 
                                                              243,348          135,949
Stockholders' equity (deficit) (NOTES 5 AND 9):
  Preferred stock; 1,000,000 shares authorized;
     600,000 shares issued and outstanding
     (net of discount of $3,355)                               11,216                -
  Class A Common Stock; $.01 par value:
     Voting; 500,000 shares authorized; 91,000
     shares issued and outstanding                                  1                -
     Nonvoting; 500,000 shares authorized;
     259,000 shares issued and outstanding                          3                -
  Class B Common Stock; $.01 par value:
     Voting; 500,000 shares authorized; 145,058
     shares issued and outstanding                                  1                -
     Nonvoting; 500,000 shares authorized; 54,942
     shares issued and outstanding                                  1                -
  Class C Common Stock; $.01 par value:
       Nonvoting; 500,000 shares authorized; 17,000
       shares issued and outstanding                                -                -
  Treasury stock:  239 and 5,212 shares at December 28,
     1996 and December 30, 1995, respectively                     (22)             (58)
  Additional paid-in capital                                   51,681              960
  Warrants                                                      3,511            4,034
  Retained earnings (deficit)                                (163,942)         (37,420)
                                                           ------------     ------------ 
Total stockholders' equity (deficit)                          (97,550)         (32,484)


                                                           ------------     ------------ 
Total liabilities and stockholders' equity (deficit)        $ 145,798        $ 103,465
                                                           ============     ============ 
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED
                                                        ----------------------------------------------------------  
                                                        DECEMBER 28,          DECEMBER 30,          DECEMBER 31,
                                                            1996                 1995                  1994
                                                         ------------         ------------          ------------
<S>                                                       <C>                   <C>                   <C>
Net sales                                                 $151,058              $140,681              $106,141
Cost of goods sold                                         110,110               102,484                73,997
Gross margin                                                40,948                38,197                32,144
                                                         ------------         ------------          ------------
Operating expenses:
  Selling                                                    6,950                 5,617                 5,083
  General and administrative                                13,769                 9,500                 8,523
  Research and development                                     858                   718                   695
  Amortization of intangibles (NOTE 4)                         524                   968                   742
  Other expense                                              1,578                   867                   116
                                                         ------------         ------------          ------------
Operating income                                            17,269                20,527                16,985

Other expenses:
  Loss on disposal of property and equipment                   302                   127                   184
                                                         ------------         ------------          ------------
Income before interest, taxes and extraordinary charge      16,967                20,400                16,801

Interest (NOTES 4 AND 5):
  Expense                                                  (21,364)              (14,031)              (11,552)
  Income                                                     1,289                   642                   579
                                                         ------------         ------------          ------------
Income (loss) before income taxes and extraordinary charge  (3,108)                7,011                 5,828
Income taxes (NOTE 7)                                          239                   678                    11
                                                         ------------         ------------          ------------
Income (loss) before extraordinary charge                   (3,347)                6,333                 5,817
Extraordinary charge on extinguishment of debt (NOTE 5)          -                     -                 3,652
                                                         ------------         ------------          ------------
Net income (loss)                                           (3,347)                6,333                 2,165
Preferred stock dividends                                   (1,116)                    -                     -
                                                         ------------         ------------          ------------
Net income (loss) attributable to common shareholders    $  (4,463)             $  6,333              $  2,165
                                                         ============         ============          ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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


<TABLE>
<CAPTION>   
                                COMMON STOCK ISSUED
                                -------------------                    ADDITIONAL           DEFERRED     RETAINED         
                                 CLASS CLASS  CLASS PREFERRED TREASURY  PAID-IN               COST-      EARNINGS 
                                   A     B      C     STOCK    STOCK    CAPITAL   WARRANTS RESTRICTED    (DEFICIT)    TOTAL
                                 ----- -----  ----- --------- -------- ---------- ------- -----------  ---------- ----------
<S>                             <C>   <C>    <C>      <C>    <C>        <C>       <C>        <C>         <C>       <C>
Balance at January 1, 1994(1)   $  -  $  -   $  -     $  -   $  (33)    $ 3,833   $10,881    $  (71)     $ (8,639) $   5,971

Net income                         -     -      -        -        -           -         -         -         2,165      2,165
Amortization of deferred 
  cost-restricted stock            -     -      -        -        -           -         -        49             -         49
Warrants issued                    -     -      -        -        -         871         -         -             -        871
Market value adjustment
  - warrants                       -     -      -        -        -       6,757    (6,757)        -             -          -
Distributions on common
  stock and other equity interests -     -       -       -        -     (12,721)        -         -       (37,279)   (50,000)
Exercise of stock options          -     -      -        -        -       2,131         -         -             -      2,131
Purchase treasury stocK
  from management                  -     -      -        -      (25)          -         -         -             -        (25)
                                 ----- -----  ----- --------- -------- ---------- ------- -----------  ----------  ----------

Balance at December 31, 1994(1)    -     -      -        -      (58)        871     4,124       (22)      (43,753)   (38,838)

Net income                         -     -      -        -        -           -         -         -          6,333     6,333
Amortization of deferred
  cost-restricted stock            -     -      -        -        -           -         -        22              -        22
Market value adjustment
  - warrants                       -     -      -        -        -          90       (90)        -              -         -
Purchase vested options
  from management                  -     -      -        -        -          (1)        -         -              -        (1)
                                 ----- -----  ----- --------- -------- ---------- ------- -----------  ----------  ----------
Balance at December 30, 1995(1)    -     -      -        -      (58)        960     4,034         -        (37,420)  (32,484)

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

(1) Old Class A and Class B Common Stock was redeemed in connection with the
1996 Transaction (see Note 9).
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED
                                                        --------------------------------------------------------  
                                                         DECEMBER 28,         DECEMBER 30,          DECEMBER 31,
                                                            1996                 1995                  1994
                                                         ------------         ------------          ------------
<S>                                                      <C>                  <C>                   <C> 
OPERATING ACTIVITIES
Net income (loss)                                        $   (3,347)          $    6,333            $    2,165
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
    Depreciation and amortization                            11,331                9,536                 8,176
    Non-cash interest expense                                 1,212                  950                 1,178
    Extraordinary charge on extinguishment
      of debt                                                     -                    -                 3,652
    Non-cash compensation                                       358                 (215)                  407
    Write-off of deferred acquisition costs                       -                  390                     -
    Loss on sale of property and equipment                      302                  127                   184
    Deferred income taxes                                        53                 (964)               (1,092)
    Changes in operating assets and liabilities:
      Accounts receivable, net                               (1,716)              (1,989)               (2,776)
      Inventories                                            (1,710)                 926                (2,624)
      Prepaid expenses and other                                520                 (964)                  295
        receivables
      Other assets                                               (5)                 (14)                    -
      Accounts payable and accrued expenses                   1,899               (1,000)                5,859
      Income taxes payable                                      117                 (147)                  132
                                                         ------------         ------------          ------------
Net cash provided by operating activities                     9,014               12,969                15,556

INVESTING ACTIVITIES
Additions to property and equipment                         (13,581)             (11,247)               (9,118)
Proceeds from disposal of property and equipment                 94                   20                    13
Acquisition costs                                            (1,152)                (394)                 (390)
Purchase of Sterling Products                                     -               (7,246)                    -
Purchase of Tri-Plas                                              -               (6,518)                    -
                                                         ------------         ------------          ------------
Net cash used for investing activities                      (14,639)             (25,385)               (9,495)

FINANCING ACTIVITIES
Proceeds from long-term borrowings                          105,000                    -                99,129
Payments on long-term borrowings                               (500)                (500)              (29,684)
Distributions on common stock and equity interests                -                    -               (50,000)
Proceeds from issuance of warrants                                -                    -                   871
Payments on capital leases                                     (217)                 (198)                (180)
Debt issuance costs                                               -                  (178)              (7,377)
Reclassification of cash held for acquisition                     -                12,000              (12,000)
Exercise of management stock options                          1,130                     -                1,451
Proceeds from issuance of common stock                       52,797                     -                    -
Proceeds from issuance of preferred stock and                14,571                     -                    -
warrants
Rollover investments and share repurchases                 (125,219)                    -                    -
Assets held in trust                                        (35,600)                    -                    -
Net payments to public warrant holders                       (4,502)                    -                    -
Debt issuance costs                                          (5,069)                    -                    -
Proceeds from maturity on investments for assets              5,412                     -                    -
held in trust
Other                                                           (21)                    -                  (26)
                                                         ------------         ------------          ------------
Net cash provided by financing activities                     7,782                11,124                2,184
                                                         ------------         ------------          ------------
Net increase (decrease) in cash and cash equivalents          2,157                (1,292)               8,245
Cash and cash equivalents at beginning of year                8,035                 9,327                1,082
                                                         ------------         ------------          ------------
Cash and cash equivalents at end of year                  $  10,192              $  8,035             $  9,327
                                                         ============         ============          ============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (IN THOUSANDS, EXCEPT AS OTHERWISE NOTED)


NOTE 1. ORGANIZATION

BPC Holding  Corporation  ("Holding"),  through its subsidiaries Berry Plastics
Corporation ("Berry" or the "Company"), Berry  Iowa Corporation ("Berry Iowa"),
Berry Sterling Corporation ("Berry Sterling") and  Berry  Tri-Plas  Corporation
(Berry  Tri-Plas") manufactures and markets plastic packaging products  through
its facilities  located  in Evansville, Indiana; Henderson, Nevada; Iowa Falls,
Iowa; Winchester, Virginia; Charlotte, North Carolina; and York, Pennsylvania.

On September 16, 1996, Berry  announced  the  consolidation  of its Winchester,
Virginia  facility  with  other  Company locations, including Charlotte,  North
Carolina, Evansville, Indiana and Iowa Falls, Iowa.

Holding's fiscal year is a 52/53 week  period  ending generally on the Saturday
closest to December 31.  All references herein to  "1996,"  "1995"  and  "1994"
relate  to  the  fiscal  years  ended December 28, 1996, December 30, 1995, and
December 31, 1994, respectively.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION AND BUSINESS

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

Purchase of various densities of plastic resin  used  in the manufacture of the
Company's products aggregated approximately $45.0 million  in  1996  (excluding
specialty  resins).  Dow  Chemical Corporation is the principal supplier  (over
60%) of the Company's total resin material requirements.  The Company also uses
other suppliers such as Union  Carbide,  Chevron, Phillips and Lyondell 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 wastes in landfills.  While the
principal resin used by the Company is recyclable  and,  therefore, reduces the
Company's  exposure  to  legislation  promulgated  to  date, there  can  be  no
assurance that future legislation or regulatory initiatives  would  not  have a
material adverse effect on the Company.  Legislation, if promulgated, requiring
plastics  to  be  degradable in landfills or to have minimum levels of recycled
content would have  a  significant  impact  on  the Company's business as would
legislation  providing  for  disposal  fees  or limiting  the  use  of  plastic
products.

CASH AND CASH EQUIVALENTS

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

INVENTORIES

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

PROPERTY AND EQUIPMENT

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

INTANGIBLE ASSETS

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

The costs in excess of net assets acquired represents the excess purchase price
over the fair value  of  the net assets acquired in the original acquisition of
Berry Plastics and the subsequent  Sterling  Products  Acquisition and Tri-Plas
Acquisition and are being amortized by the straight-line  method over 20 and 15
years, respectively.

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

USE OF ESTIMATES

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

RECLASSIFICATIONS

Certain  amounts  on  the  1995  and  1994  financial   statements   have  been
reclassified to conform with the 1996 presentation.

NOTE 3. ACQUISITIONS

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

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

The  pro  forma  results  listed  below  are  unaudited  and  reflect  purchase
accounting  adjustments assuming the  Sterling  Acquisition  and  the  Tri-Plas
Acquisition occurred on January 1, 1995.

<TABLE>
<CAPTION>
                                             YEAR ENDED
                                             DECEMBER 30,
                                                1995
                                             ------------
<S>                                           <C>
Net sales                                     $ 157,263
Income before income taxes                        4,274
Net income                                        3,859
</TABLE>

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

NOTE 4. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                         DECEMBER 28,         DECEMBER 30,
                                                            1996                 1995
                                                         ------------         ------------
<S>                                                         <C>                  <C>
1996 Notes origination fee (less accumulated
  amortization of $286 at December 28, 1996)                $ 4,789              $     -
  1994 Notes origination fee (less accumulated
  amortization of $1,652 at December 28, 1996 and
  $1,040 at December 30, 1995)                                4,472                5,084
Deferred financing fees (less accumulated
  amortization of $469 at December 28, 1996 and
  $295 at December 30, 1995)                                    399                  573
Nevada bond fees (less accumulated amortization
  of $111 at December 28, 1996 and $92 at December
  30, 1995)                                                     197                  216
Iowa bond fees (less accumulated amortization of
  $163 at December 28, 1996 and $129 at December
  30, 1995)                                                      55                   89
                                                         ------------         ------------
                                                              9,912                5,962
Covenant not to compete (less accumulated
  amortization of $60 at December 28, 1996 and $27
  at December 30, 1995)                                          40                   73
Costs in excess of net assets acquired (less
  accumulated amortization of $756 at December 28,
  1996 and $425 at December 30, 1995)                         4,273                4,782
Deferred acquisition costs                                      527                    -
                                                         ------------         ------------
                                                            $14,752              $10,817
                                                         ============         ============
</TABLE>

NOTE 5. LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                         DECEMBER 28,         DECEMBER 30,
                                                            1996                 1995
                                                         ------------         ------------

<S>                                                        <C>                <C>
Holding 12.50% Senior Secured Notes                        $105,000           $        -
Berry 12.25% Senior Subordinated Notes                      100,000              100,000
Nevada Industrial Revenue Bonds                               5,500                6,000
Iowa Industrial Revenue Bonds                                 5,400                5,400
Capital lease obligation payable through
  December 1999)                                                785                1,002
Debt discount                                                  (639)                (726)
                                                         ------------         ------------
                                                            216,046              111,676
Less current portion of long-term debt                          738                  717
                                                         ------------         ------------
                                                           $215,308             $110,959
                                                         ============         ============
</TABLE>


HOLDING 12.50% SENIOR SECURED NOTES

On June 18, 1996, Holding, as part of a recapitalization  (see  Note 9), issued
12.50%  Senior Secured Notes due 2006 (the "1996 Offering"). These  notes  were
exchanged in October 1996 for the 12.50% Series B Senior Secured Notes due 2006
(the "1996  Notes")  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 1996
Notes).  Interest is payable semi-annually  on  June 15 and December 15 of each
year.  In addition, from December 15, 1999 until June 15, 2001, Holding may, at
its  option,  pay  interest,  at  an  increased rate of  0.75%  per  annum,  in
additional 1996 Notes valued at 100% of the principal amount thereof.

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

BERRY 12.25% SENIOR SUBORDINATED NOTES

On April 21, 1994, Berry  completed  an offering of 100,000 units consisting of
$100.0 million aggregate principal amount  of 12.25% Berry Plastics Corporation
Senior Subordinated Notes, due 2004 (the "1994  Notes") and 100,000 warrants to
purchase  1.13237  shares  of  Class  A  Common  Stock,   $.00005   par   value
(collectively  the  "1994  Transaction"), of Holding.  The 1994 Notes mature on
April 15, 2004 and interest is payable semi-annually on October 15 and April 15
of  each  year  and  commenced  on  October  15,  1994.   The  1994  Notes  are
unconditionally guaranteed on a senior subordinated basis by Holding and all of
Berry's subsidiaries.  The net proceeds  to  Berry  from the sale of the notes,
after expenses, were $93.0 million.  Berry applied the net proceeds as follows:
(i) to repay in full all amounts outstanding under Berry's then existing credit
facility,  which  together with all accrued interest and  prepayment  fees  was
$31.0 million and included  all  of  Berry's outstanding long-term debt, except
for  the  Nevada  and  Iowa Industrial Revenue  Bonds  and  its  capital  lease
obligation, (ii) to pay  a  $50.0  million dividend on Berry's Common Stock and
(iii) to invest $12.0 million to finance  and  provide  machinery and equipment
for acquisitions.

In connection with the repayment of all amounts outstanding under Berry's then-
existing  credit  facility,  Berry  incurred  a  net  loss  in  the  amount  of
approximately  $3.7  million,  which  included  the  write-off of a portion  of
unamortized financing fees and prepayment penalties.  This loss is reflected in
the 1994 statement of operations as an extraordinary charge  on  extinguishment
of debt.

Berry  is  not  required to make mandatory redemption or sinking fund  payments
with respect to the  1994 Notes.  However, at any time prior to April 15, 1997,
Berry may redeem up to  25%  of  the initial principal amount of the 1994 Notes
originally issued from the net proceeds  of one or more public offerings of the
Common Stock of Holding (to the extent such  net  proceeds  are  contributed or
otherwise  transferred  to  Berry  as  a  capital  contribution or are used  to
purchase  common  equity securities of Berry) at a redemption  price  equal  to
111.25%  of  the  principal  amount  thereof  plus  accrued  interest,  to  the
redemption date; provided  that  at  least 75% of the principal amount of notes
originally issued remain outstanding immediately  after  the  occurrence of any
redemption  and  that  any such redemption occurs within 60 days following  the
closing of any such public  offering.   Subsequent  to April 15, 1999, the 1994
Notes  may  be  redeemed  at  the  option of Berry, in whole  or  in  part,  at
redemption prices ranging from 106.125% in 1999 to 100% in 2002 and thereafter.
Upon  a  change  in  control, as defined  in  the  indenture  entered  into  in
connection with the 1994  Transaction  (the  "1994  Indenture"), each holder of
notes will have the right to require Berry to repurchase  all  or  any  part of
such  holder's  notes  at  a  repurchase  price  in  cash  equal to 101% of the
aggregate principal amount thereof plus accrued interest.

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

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

CREDIT FACILITY

Simultaneous  with the 1994 Offering, Berry entered into a credit facility (the
"Credit Facility")  with  Fleet Capital Corporation (by assignment from Shawmut
Capital Corporation, by assignment  from  Barclays Business Credit, Inc.).  The
Credit  Facility provides for a total of $28.0  million  in  revolving  credit,
subject to  specified  percentages  of  eligible  assets reduced by outstanding
letters  of  credit ($11.8 million at December 28, 1996)  and  a  $7.0  million
machinery and  equipment  acquisition  facility ($0 outstanding at December 28,
1996).

The Credit Facility is guaranteed by Holding and is collateralized by a lien on
substantially  all  of  the  assets of Berry,  Berry  Iowa  Corporation,  Berry
Sterling Corporation and Berry  Tri-Plas  Corporation  and will expire on April
20,  1999.   The  Credit Facility will be automatically renewed  for  one  year
periods unless terminated by Berry or Fleet.

The Credit Facility  loans  bear  interest  at floating rates ranging from bank
prime  plus  1.0%  to 1.5% or a Eurodollar rate  (LIBOR)  plus  3.0%  or  3.5%.
Commitment fees during  the  Credit  Facility  period  are 0.25% of the average
monthly unused portion of the available credit.  Letter  of  credit  fees range
from 1.75% to 2.5% per annum on the outstanding amount.

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

The Credit Facility was refinanced in January 1997 (see Note 13).

NEVADA INDUSTRIAL REVENUE BONDS

The Nevada Industrial Bonds  bear interest at a variable rate (4.6% and 5.6% at
December  28,  1996  and  December  30,  1995,  respectively),  require  annual
principal  payments  of  $0.5   million  on  April  1,  are  collateralized  by
irrevocable letters of credit issued  by  Fleet  under  the Credit Facility and
mature in April 2007.

IOWA INDUSTRIAL REVENUE BONDS

The Iowa Industrial Bonds bear interest at a variable rate  (4.0%  at  December
28,  1996  and December 30, 1995), require no periodic principal payments,  are
collateralized  by  irrevocable  letters  of  credit  issued by Fleet under the
Credit Facility and mature in August 1998.

OTHER

Future maturities of long-term debt are as follows: 1997,  $738;  1998, $6,161;
1999, $786; 2000, $500; 2001, $500 and $208,000 thereafter.

Interest  paid  was  $19,744,  $13,432  and  $7,999  for  1996,  1995 and 1994,
respectively.  Interest capitalized was $225, $350 and $229 for 1996,  1995 and
1994, respectively.

NOTE 6. LEASE AND OTHER COMMITMENTS

Certain  property  and equipment are leased using capital and operating leases.
Capitalized lease property  consisted of manufacturing equipment with a cost of
$1,661 and related accumulated  amortization  of  $664 and $498 at December 28,
1996 and December 30, 1995, respectively.  Lease amortization  is  included  in
depreciation   expense.   Total   rental   expense  for  operating  leases  was
approximately $2,344, $1,515 and $979 for 1996, 1995 and 1994, respectively.

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

<TABLE>
<CAPTION>
                                                                AT DECEMBER 28, 1996
                                                       --------------------------------------
                                                       CAPITAL LEASES        OPERATING LEASES
                                                       --------------        ----------------
<S>                                                        <C>                   <C>
     1997                                                  $ 301                 $ 2,182
     1998                                                    301                   1,560
     1999                                                    301                   1,265
     2000                                                      -                   1,218
     2001                                                      -                   1,118
     Thereafter                                                -                   1,273
                                                             903                 $ 8,616
     Less:  amount representing interest                     118
     Present value of net minimum lease payments          $  785
</TABLE>

In  addition  to  lease  commitments,  at December 28, 1996,  the  Company  had
committed $2.1 million to outside vendors for certain capital projects.

NOTE 7. INCOME TAXES

Deferred  income taxes reflect the net tax  effects  of  temporary  differences
between the  carrying amounts of assets and liabilities for financial reporting
purposes and the  amounts used for income tax purposes.  Significant components
of deferred tax liabilities  and  assets  at December 28, 1996 and December 30,
1995 are as follows:

<TABLE>
<CAPTION>
                                                         DECEMBER 28,         DECEMBER 30,
                                                             1996                1995
                                                         ------------         ------------
<S>                                                         <C>                 <C>
Deferred tax liabilities:
  Tax over book depreciation                                $ 2,316              $ 1,177
  Other                                                         104                   49
                                                         ------------         ------------
    Total deferred tax liabilities                            2,420                1,226

Deferred tax assets:
  Allowance for doubtful accounts                               331                  311
  Inventory                                                     350                  272
  Compensation and benefit accruals                             719                  556
  Insurance reserves                                            207                  135
  Net operating loss carryforwards                            1,916                    -
  Alternative minimum tax (AMT) credit                        2,003                2,008
    carryforwards
                                                         ------------         ------------
    Total deferred tax assets                                 5,526                3,282
                                                         ------------         ------------
                                                              3,106                2,056
Valuation allowance for net deferred tax assets              (1,103)                   -
                                                         ------------         ------------
Net deferred tax assets                                     $ 2,003              $ 2,056
                                                         ============         ============
</TABLE>

Income tax expense (credit) consisted of the following:

<TABLE>
<CAPTION>
                                              DECEMBER 28,  DECEMBER 30,   DECEMBER 31,
                                                 1996          1995           1994          
                                             ------------   ------------   ------------
<S>                                              <C>           <C>              <C>
Current
  Federal                                        $    -        $ 1,404          $ 628
  State                                             186            237             10
Deferred
  Federal                                            69           (900)          (627)
  State                                             (16)           (63)             -
                                             ------------   ------------   ------------
Income tax expense                               $  239        $   678          $  11
                                             ============   ============   ============
</TABLE>

During 1994, Holding reached a settlement agreement with the Internal Revenue
Service ("IRS") relating to Holding's 1990 through 1993 income tax returns.
The settlement resulted in additional alternative minimum tax of approximately
$217 and adjustment of the tax basis of certain depreciable assets and the net
operating loss carryforwards.

Holding has unused operating loss carryforwards of approximately $6.1 million
for federal income tax purposes which expires in 2011.  AMT credit
carryforwards are available to Holding indefinitely to reduce future years'
federal income taxes.

Income taxes paid during 1996, 1995 and 1994 approximated $528, $2,001 and
$992, respectively.

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

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                             DECEMBER 28,   DECEMBER 30,   DECEMBER 31,
                                                 1996          1995           1994
                                             ------------   ------------   ------------
<S>                                            <C>              <C>            <C>
Federal income tax expense (benefit)
  at statutory rate                            $ (1,057)        $2,384         $1,982
Extraordinary charge on extinguishment
  of debt                                             -              -         (1,242)
State income tax expense, net of
  federal benefit                                   112            115            200
Expenses not deductible for income tax
  purposes                                           51             19            127
Change in valuation allowance for
  deferred tax assets                             1,103         (1,869)          (708)
Increase in AMT credit carryforwards                  -              -           (749)
Internal Revenue Service agent's
  examination adjustment to deferred tax              -              -            380
  asset
Other                                                30             29             21
                                             ------------   ------------   ------------
Income tax expense                              $   239         $  678         $   11
                                             ============   ============   ============
</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
$531, $384 and $344 for 1996, 1995 and 1994, respectively.

NOTE 9. STOCKHOLDERS' EQUITY

COMMON STOCK

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

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

PREFERRED STOCK AND WARRANTS

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

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

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

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

STOCK OPTION PLAN

Pursuant  to the provisions of the BPC Holding Corporation  1996  Stock  Option
Plan (the "Option  Plan")  which  reserved  45,620  shares for future issuance,
Holding has granted options to certain officers and key  employees  to  acquire
shares of Class B Nonvoting Common Stock.  These options are subject to various
option  agreements,  which  among  other  things, set forth the class of stock,
option price and performance thresholds to determine exercisability and vesting
requirements.  The Option Plan expires October  3, 2003 or such earlier date on
which  the Board of Directors of Holding, in its sole  discretion,  determines.
As of December 28, 1996, the vested portion of stock options was valued at $100
per share based on the June 18, 1996 Transaction (described above).

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

Plan option activity is summarized below:

<TABLE>
<CAPTION>
                                                                           SHARES
                                                        OPTION             CLASS B
                                                        PRICE             NONVOTING
                                                   --------------      --------------
<S>                                                   <C>                  <C>        
1996
   Granted and outstanding at December 28, 1996       $   100.00           43,396
                                                                       ============== 
   Exercisable at December 28, 1996                   $   100.00            8,679
                                                                       ==============
</TABLE>

STOCKHOLDERS AGREEMENTS

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

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

NOTE 10. RELATED PARTY TRANSACTIONS

The Company is party  to  a  management  agreement (the "Management Agreement")
with First Atlantic Capital, Ltd. ("First  Atlantic").   In connection with the
1996 Transaction, Holding paid a fee of $1,250 plus reimbursement  for  out-of-
pocket expenses to First Atlantic for advisory services, including originating,
structuring and negotiating the 1996 Transaction.  First Atlantic also received
a  $100  advisory  fee  in  both  March  and  December  1995  for  originating,
structuring and negotiating the Sterling Products Acquisition and the  Tri-Plas
Acquisition,  respectively,  and  a  fee  of  $1,500 in April 1994 for advisory
services   rendered   in  connection  with  the  1994  Transaction,   including
originating, structuring and negotiating such transaction.

In consideration of financial  advisory and management consulting services, the
Company paid First Atlantic fees and expenses of $788 for fiscal 1996, $817 for
fiscal 1995 and $778 for fiscal 1994.  In January 1997, First Atlantic received
advisory fees of $286 and $29 for  originating, structuring and negotiating the
PackerWare acquisition and the Container  Industries  acquisition, respectively
(see Note 12).

NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS INFORMATION

The  Company's  financial  instruments  generally  consist  of  cash  and  cash
equivalents  and  the  Company's  long-term debt. The carrying amounts  of  the
Company's financial instruments approximate  fair  value  at December 28, 1996,
except for the 1994 Notes and the 1996 Notes for which the  fair  value  exceed
the   carrying   value   by   approximately  $9.5  million  and  $5.7  million,
respectively.

NOTE 12.  ACQUISITIONS SUBSEQUENT TO DECEMBER 28, 1996

On January 21, 1997, the Company  acquired  PackerWare  Corporation,  a  Kansas
corporation  for  aggregate  consideration  of  approximately $26.3 million and
merged PackerWare with and into a newly-formed, wholly-owned  subsidiary of the
Company.  The purchase was financed through the new credit facility  (see  Note
13).

On  January  17,  1997, the Company acquired substantially all of the assets of
Container Industries,  Inc.  of  Pacoima,  California  for  $2.9  million.  The
purchase was funded out of operating funds.

NOTE 13.  REFINANCING OF REVOLVING CREDIT FACILITY

Concurrent  with the PackerWare acquisition (see Note 12), the Company  entered
into  a financing  and  security  agreement  (the  "Security  Acreement")  with
NationsBank, N.A. for a senior secured line of credit in an aggregate principal
amount  of  $60.0  million (the "New Credit Facility").  The indebtedness under
the  New  Credit  Facility   is   guaranteed   by  Holding  and  the  Company's
subsidiaries.   The  New  Credit  Facility  replaced  the  facility  previously
provided by Fleet Capital Corporation.

The New Credit Facility provides the Company  with  a  $21.0  million revolving
line of credit, subject to a borrowing base formula, a $27.0 million  term loan
facility  and a $12.0 million standby letter of credit facility to support  the
Company's  and   its  subsidiaries'  obligations  under  the  Nevada  and  Iowa
Industrial Revenue  Bonds.   The Company borrowed all $27.0 million of the term
loan facility to finance the PackerWare acquisition.

The  New  Credit  Facility  matures  on  January  21,  2002  unless  previously
terminated by the Company or by the lendors upon an Event of Default as defined
in the Security Agreement.  Interest  on  borrowings on the New Credit Facility
will be based on the lender's base rate plus  1.0%  or  LIBOR plus 2.5%, at the
Company's option.

NOTE 14. SUMMARY UNAUDITED FINANCIAL INFORMATION (IN THOUSANDS)

The following summarizes unaudited financial information  of  Holding's wholly-
owned subsidiary, Berry Plastics Corporation and subsidiaries:

<TABLE>
<CAPTION>
                                                         DECEMBER 28,         DECEMBER 30,
                                                            1996                 1995
                                                         ------------         ------------
<S>                                                       <C>                  <C>
CONSOLIDATED BALANCE SHEETS
Current assets                                            $  42,445            $  37,880
Property and equipment - net
  of accumulated depreciation                                55,664               52,441
Other noncurrent assets                                      12,046               13,144
Current liabilities                                          26,220               27,672
Noncurrent liabilities                                      113,113              110,959
</TABLE>

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                             DECEMBER 28,   DECEMBER 30,   DECEMBER 31,
                                                1996           1995           1994
                                             ------------   ------------   ------------
<S>                                           <C>             <C>            <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales                                      $151,058       $140,681       $106,141
Cost of goods sold                              110,110        102,484         73,997
Income before income taxes and
  extraordinary charge                            6,490          6,861          6,342
Extraordinary charge                                  -              -          3,652
Net income                                        5,989          6,183          2,678
</TABLE>


                                  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 27th day of
March, 1997.

                                    BERRY PLASTICS CORPORATION



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


      /s/ Roberto Buaron      Chairman of the Board of Directors       March 27, 1997
     ----------------------   
       Roberto Buaron
                              President, Chief Executive Officer
                                and Director (Principal Executive
     /s/ Martin R. Imbler       Officer)                               March 27, 1997
     ----------------------   
      Martin R. Imbler
                               Vice President, Chief Financial
                                 Officer, Treasurer and Secretary
                                 (Principal Financial and Accounting
     /s/ James M. Kratochvil     Officer)                              March 27, 1997
     ----------------------   
      James M. Kratochvil


     /s/ Douglas E. Bell       Director                                March 27, 1997
     ----------------------   
      Douglas E. Bell


     /s/ Ira G. Boots          Director                                March 27, 1997
     ----------------------   
      Ira G. Boots


     /s/ David M. Clarke       Director                                March 27, 1997
     ----------------------   
      David M. Clarke


     /s/ Lawrence G. Graev     Director                                March 27, 1997
     ----------------------   
      Lawrence G. Graev


     /s/ Donald J. Hofmann     Director                                March 27, 1997
     ----------------------   
      Donald J. Hofmann


     /s/ James A. Long         Director                                March 27, 1997
     ----------------------   
      James A. Long


     /s/ Mathew J. Lori         Director                                March 27, 1997
     ---------------------   
      Mathew J. Lori
</TABLE>




                                  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 27th day of
March, 1997.

                                    BPC HOLDING CORPORATION



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


  Pursuant  to  the  requirements of the Securities Exchange Act of 1934,  this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
         SIGNATURE                     TITLE                             DATE
         ---------                     -----                             ----
     <S>                        <C>                                    <C>


     /s/ Roberto Buaron         Chairman of the Board of Directors     March 27, 1997
     ----------------------   
      Roberto Buaron

                                President and Director (Principal
     /s/ Martin R. Imbler       Executive Officer)                     March 27, 1997
     ----------------------   
      Martin R. Imbler
                                Vice President, Chief Financial
                                Officer and Secretary (Principal
     /s/ James M. Kratochvil    Financial and Accounting Officer)      March 27, 1997
     ----------------------   
      James M. Kratochvil


     /s/ David M. Clarke        Director                               March 27, 1997
     ----------------------   
      David M. Clarke


     /s/ Lawrence G. Graev      Director                               March 27, 1997
     ----------------------   
      Lawrence G. Graev


     /s/ Donald J. Hofmann      Director                               March 27, 1997
     ----------------------   
      Donald J. Hofmann


     /s/ James A. Long          Director                               March 27, 1997
     ----------------------   
      James A. Long


     /s/ Mathew J. Lori         Director                               March 27, 1997
     ----------------------   
      Mathew J. Lori
</TABLE>




                                  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 27th day of
March, 1997.

                                    BERRY IOWA CORPORATION



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


     /s/ Roberto Buaron        Chairman of the Board of Directors      March 27, 1997
     ----------------------   
      Roberto Buaron

                               President, Chief Executive Officer and
     /s/ Martin R. Imbler      Director (Principal Executive Officer)  March 27, 1997
     ----------------------   
      Martin R. Imbler
                               Vice President, Chief Financial Officer,
                               Secretary and Treasurer (Principal
     /s/ James M. Kratochvil   Financial and Accounting Officer)       March 27, 1997
     ----------------------   
      James M. Kratochvil


     /s/ James A. Long         Director                                March 27, 1997
     ----------------------   
      James A. Long
</TABLE>




                                  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 27th day of
March, 1997.

                                    BERRY TRI-PLAS CORPORATION



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


     /s/ Roberto Buaron        Chairman of the Board of Directors      March 27, 1997
     ----------------------   
      Roberto Buaron

                               President, Chief Executive Officer and
     /s/ Martin R. Imbler      Director (Principal Executive Officer)  March 27, 1997
     ----------------------   
      Martin R. Imbler
                               Vice President, Chief Financial Officer,
                               Secretary and Treasurer (Principal
     /s/ James M. Kratochvil   Financial and Accounting Officer)       March 27, 1997
     ----------------------   
      James M. Kratochvil


     /s/ James A. Long         Director                                March 27, 1997
     ----------------------   
      James A. Long
</TABLE>



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


The  Registrants  have  not  sent  any  annual  report  or  proxy  material  to
securityholders.









                            BPC HOLDING CORPORATION
                               (PARENT COMPANY)

          SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT


                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           DECEMBER 28,     DECEMBER 30,
                                                              1996             1995
                                                           ------------     ------------ 
                                                                   (IN THOUSANDS)
ASSETS
<S>                                                        <C>                <C>
Cash                                                        $     389         $      -
Due from Berry Plastics Corporation                             2,804            2,804
Other assets (principally investment in subsidiary)           (29,177)         (35,166)
Assets held in trust                                           30,188                -
Intangible assets                                               4,789                -
Other                                                             277                -
                                                           ------------     ------------ 
Total assets                                                $   9,270         $(32,362)
                                                           ============     ============ 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities                                         $     704         $      -
Deferred compensation                                               -              122
Accrued dividends                                               1,116                -
Long-term debt                                                105,000                -
                                                           ------------     ------------ 
Total liabilities                                             106,820              122

Preferred stock                                                11,216                -
Class A common stock                                                4                -
Class B common stock                                                2                -
Class C common stock                                                -                -
Treasury stock                                                    (22)             (58)
Additional paid-in capital                                     51,681              960
Warrants                                                        3,511            4,034
Retained earnings (deficit)                                  (163,942)         (37,420)
                                                           ------------     ------------ 
Total stockholders' equity (deficit)                          (97,550)         (32,484)
                                                           ------------     ------------ 
Total liability and stockholders' equity (deficit)           $  9,270         $(32,362)
                                                           ============     ============ 
</TABLE>




                      CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                             DECEMBER 28,   DECEMBER 30,   DECEMBER 31,
                                                 1996          1995           1994
                                             ------------   ------------   ------------
                                                            (In thousands)
<S>                                           <C>             <C>            <C>
Net sales                                     $       -       $      -       $      -
Cost of goods sold                                    -              -              -
Gross profit                                          -              -              -
Operating expenses                                3,304           (150)           513
Other expense                                     6,294              -              -
                                             ------------   ------------   ------------
Income  (loss) before income taxes and
  equity in net income of subsidiary             (9,598)           150           (513)
Equity in net income of subsidiary                5,989           6,183         2,678
                                             ------------   ------------   ------------
Income (loss) before income taxes                (3,609)          6,333         2,165
Income taxes                                       (262)              -             -
                                             ------------   ------------   ------------
Net income (loss)                              $ (3,347)        $ 6,333       $ 2,165
Preferred stock dividends                        (1,116)              -             -
                                             ------------   ------------   ------------
Net income (loss) attributable to common
  shareholders                                 $ (4,463)        $ 6,333       $ 2,165
                                             ============   ============   ============
</TABLE>


                      CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                             ------------------------------------------
                                             DECEMBER 28,   DECEMBER 30,   DECEMBER 31,
                                                 1996          1995           1994
                                             ------------   ------------   ------------
                                                            (In thousands)
<S>                                           <C>             <C>            <C>
Net cash provided by (used for)
operating activities                           $ (8,110)      $      1       $ (2,297)
Net cash provided by investing activities             -              -              -
Net cash provided by financing activities:
  Exercise of management stock options            1,130              -          1,451
  Proceeds from issuance of warrants                  -              -            871
  Proceeds from senior secured notes            105,000              -              -
  Proceeds from issuance of common
    and preferred stock and warrants             67,369              -              -
  Rollover investments and share
    repurchases                                (125,219)             -              -
  Assets held in trust                          (35,600)             -              -
  Net payments to warrant holders                (4,502)             -              -
  Debt issuance costs                            (5,069)             -              -
  Interest applied to the assets                  5,412              -              -
    held in trust
  Other                                             (22)            (1)           (25)
  Dividend received from
    wholly-owned subsidiary                           -              -         50,000
  Distribution on capital stock
    and other equity interests                        -              -        (50,000)
                                             ------------   ------------   ------------
Net cash from financing activities                8,499              -              -
                                             ------------   ------------   ------------
Cash and equivalents at end of year             $   389        $     -        $     -
                                             ============   ============   ============
</TABLE>


                    Notes to Condensed Financial Statements

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

(2) GUARANTEE.  Berry had approximately $111.0 million and $111.7 million of
long-term debt outstanding at December 28, 1996 and December 30, 1995,
respectively.  Under the terms of the debt agreements, Holding has guaranteed
the payment of all principal and interest.

(3)  DISTRIBUTION ON CAPITAL STOCK AND OTHER EQUITY INTERESTS.  On April 21,
1994, the date of the 1994 Offering, Berry, a subsidiary of Holding, paid a
$50.0 million dividend on its outstanding common stock.  The entire $50.0
million dividend was paid to Holding as Holding is the sole stockholder of
Berry Common Stock.  Holding in turn used the $50.0 million to pay a
distribution on its capital stock and certain other equity interests.



                        SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                             CHARGED TO
                                         BALANCE AT        CHARGED TO          OTHER                                BALANCE AT
                                         BEGINNING         COSTS AND          ACCOUNTS -         DEDUCTIONS -         END OF
   DESCRIPTION                            OF PERIOD         EXPENSES           DESCRIBE            DESCRIBE            YEAR
-----------------------------            ----------        ----------       -------------        ------------       -----------
<S>                                       <C>                <C>                <C>              <C>                   <C> 
Year ended December 28, 1996:
Allowance for doubtful accounts            $ 737             $ 322              $    -             $ 441 (1)           $ 618

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

Year ended December 31, 1994:
Allowance for doubtful accounts             $364              $195              $    -             $  56 (1)            $503
</TABLE>


(1) Uncollectible accounts written off, net of recoveries.
(2) Primarily  relates to purchase of accounts receivable and related allowance
    for Berry Sterling and Berry Tri-Plas.


ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

  (a) Exhibits

EXHIBIT
  NO.                            DESCRIPTION OF EXHIBIT

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

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

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

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

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

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

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

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

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

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

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

 *2.12    Asset  Purchase  Agreement  dated  as  of January 17, 1997, among the
          Company, Container Industries, Inc. and the shareholders of Container
          Industries, Inc.

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

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

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

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

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

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

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

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

 *3.9     Certificate of Amendment to the Certificate of Incorporation of Berry
          Tri-Plas Corporation

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

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

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

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

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

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

 *4.7     BPC Holding Corporation 1996 Stock Option Plan

 *4.8     Form  of Nontransferable  Performance-Based  Incentive  Stock  Option
          Agreement

*10.1     Financing and Security Agreement dated as of January 21, 1997, by and
          between NationsBank, N.A. and the Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*10.20    Irrevocable Standby Letter of Credit of NationsBank, N.A. dated March
          12, 1997

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

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

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

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

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

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

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

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

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

*21       List of Subsidiaries

*27       Financial Data Schedule


*  Filed herewith.