SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000
                                     or
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from___________________to__________________

                       Commission File Number 33-75706
                         BERRY PLASTICS CORPORATION
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
            Delaware                    35-1813706
<S>                               <C>
  (State or other jurisdiction         (IRS employer
of incorporation or organization) identification number)

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

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

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

            Delaware                    54-1749681
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                                AEROCON, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                    35-1948748
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

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

            Delaware                    48-0759852
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>


                                    1


<PAGE>


                      BERRY PLASTICS DESIGN CORPORATION
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
            Delaware                    62-1689708
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                           VENTURE PACKAGING, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Delaware                    51-0368479
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                       VENTURE PACKAGING MIDWEST, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                    34-1809003
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                   BERRY PLASTICS TECHNICAL SERVICES, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                    57-1029638
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                            NIM HOLDINGS LIMITED
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        England and Wales                   N/A
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                         BERRY PLASTICS U.K. LIMITED
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        England and Wales                   N/A
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                            KNIGHT PLASTICS, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Delaware                    35-2056610
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

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


            Delaware                    34-1820303
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                          CARDINAL PACKAGING, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Ohio                      34-1396561
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                         NORWICH ACQUISITION LIMITED
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        England and Wales                   N/A
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

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

            Delaware                        N/A
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

                                    2


<PAGE>


                            POLY-SEAL CORPORATION
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
            Delaware                    52-0892112
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

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

            Delaware                        N/A
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                                 CBP HOLDINGS, S.R.L.
                 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Italy                         N/A
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                                      CAPSOL S.P.A.
                 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Italy                         N/A
<S>                               <C>
  (STATE OR OTHER JURISDICTION         (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

                                      OCIESSE S.R.L.
                 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  Italy                            N/A
<S>                                      <C>
      (STATE OR OTHER JURISDICTION            (IRS EMPLOYER
    OF INCORPORATION OR ORGANIZATION)    IDENTIFICATION NUMBER)

            101 OAKLEY STREET                     47710
           EVANSVILLE, INDIANA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)
</TABLE>
     REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE:  (812) 424-2904


                             NONE
 (Former name, former address and former fiscal year, if changed since last
                                   report)

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


                                    3


<PAGE>


Indicate the number of shares outstanding of each of issuers' classes of
common stock, as of the latest practicable date:

As of  October 1, 2000, the  following shares of capital stock of BPC Holding
Corporation were outstanding:   91,000 shares of Class A Voting Common Stock;
259,000 shares of Class A Nonvoting  Common  Stock; 144,546 shares of Class B
Voting Common Stock; 56,509 shares of Class B  Nonvoting  Common  Stock;  and
16,833  shares  of  Class  C  Nonvoting Common Stock.  As of October 1, 2000,
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, 100 shares of the Common Stock, $.01 par value, of
Berry Tri-Plas Corporation, 100 shares of the Common Stock, $.01  par  value,
of  Berry  Sterling  Corporation,  100  shares  of the Common Stock, $.01 par
value, of Aerocon, Inc., 100 shares of the Common  Stock,  $.01 par value, of
PackerWare Corporation, 100 shares of the Common Stock, $.01  par  value,  of
Berry  Plastics  Design Corporation, 100 shares of the Common Stock, $.01 par
value, of Venture  Packaging,  Inc., 100 shares of the Common Stock, $.01 par
value, of Venture Packaging Midwest,  Inc.,  100  shares of the Common Stock,
$.01  par  value,  of  Berry  Plastics  Technical Services,  Inc.,  4,000,000
Ordinary Shares of <pound-sterling>1 par  value,  of  NIM  Holdings  Limited,
5,850 Ordinary Shares of <pound-sterling>1 par value, of Berry Plastics  U.K.
Limited,  100 shares of the Common Stock, $.01 par value, of Knight Plastics,
Inc., 100 shares  of  the  Common  Stock,  $.01  par  value,  of  CPI Holding
Corporation,  100  shares  of  the  Common Stock, $.01 par value, of Cardinal
Packaging, Inc., 2 Ordinary Shares of <pound-sterling>1 par value, of Norwich
Acquisition Limited, 100 shares of the Common Stock, $.01 par value, of Berry
Plastics Acquisition Corporation II, 100 shares of the Common Stock, $.01 par
value, of Poly-Seal Corporation, 100  shares  of  the  Common Stock, $.01 par
value, of Berry Plastics Acquisition Corporation III., quota  capital of EURO
10,400  of  CBP  Holdings  S.r.l., 100,000 Ordinary Shares of ITL 10,000  par
value, of Capsol S.p.a. and quota capital of ITL 40,000,000 of Ociesse S.r.l.

                                    4


<PAGE>



                  BPC HOLDING CORPORATION AND SUBSIDIARIES

                               FORM 10-Q INDEX

                FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000



                                                          PAGE NO.
Part I. Financial Information

      Item 1. Financial Statements
            Consolidated Balance Sheets                        6
            Consolidated Statements of Operations              8
            Consolidated Statements of Cash Flows              9
            Notes to Consolidated Financial Statements         10


      Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations      16

PART II. OTHER INFORMATION

      Item 1. Legal Proceedings                                21
      Item 6. Exhibits and Reports on Form 8-K                 21

SIGNATURE                                                      22

                                    5


<PAGE>


PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                  BPC Holding Corporation and Subsidiaries
                         Consolidated Balance Sheets
                          (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,       JANUARY 1,
                                                              2000               2000
<S>                                                      <C>         <C> <C>
                                                          (UNAUDITED)
    Assets
    Current assets:
    Cash and cash equivalents                             $  9,792            $  2,546
    Accounts  receivable  (less  allowance  for doubtful
    accounts of $1,740 at September 30, 2000  and $1,386
    at January 1, 2000)                                     50,321              37,507
    Inventories:
    Finished goods                                          38,822              31,676
    Raw materials and supplies                              13,320              15,016
                                                         ----------          ----------
                                                            52,142              46,692
    Prepaid expenses and other receivables                   7,492               2,082
    Income taxes recoverable                                 1,148                  45
                                                         ----------          ----------
    Total current assets                                   120,895              88,872
    Property and equipment:
    Land                                                     8,827               8,556
    Buildings and improvements                              54,871              48,080
    Machinery, equipment and tooling                       200,446             172,082
    Construction in progress                                33,017              18,170
                                                         ----------          ----------
                                                           297,161             246,888
    Less accumulated depreciation                          118,028             100,096
                                                         ----------          ----------
                                                           179,133             146,792
    Intangible assets:
    Deferred financing and origination fees, net            11,150              11,571
    Covenants not to compete, net                            3,466               3,723
    Excess of cost over net assets acquired, net           102,689              87,614
                                                         ----------          ----------
                                                           117,305             102,908
    Other                                                      918               2,235
                                                         ----------          ----------
    Total assets                                         $ 418,251           $ 340,807
                                                         ==========          ==========
</TABLE>

                                    6


<PAGE>


                   Consolidated Balance Sheets (continued)
                          (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,       JANUARY 1,
                                                             2000                2000
<S>                                                    <C>                    <C>
                                                           (UNAUDITED)
    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
    Current liabilities:
     Accounts payable                                     $  24,199           $  25,798
     Accrued expenses and other liabilities                  16,832               9,590
     Accrued interest                                        13,807               8,108
     Employee compensation and payroll taxes                 14,228              13,461
     Income taxes                                               130                 279
     Current portion of long-term debt                       22,195              21,109
                                                         ----------          ----------
    Total current liabilities                                91,391              78,345

    Long-term debt, less current portion                    439,099             382,880
    Accrued dividends on preferred stock                     15,587              11,001
    Deferred income taxes                                       447                 503
    Other liabilities                                         1,413               1,549
                                                         ----------          ----------
                                                            547,937             474,278
    Stockholders' equity (deficit):
     Series   A   Preferred   Stock;   600,000  shares
    authorized;   issued   and  outstanding  (net   of
    discount  of  $2,258  at September  30,  2000  and
    $2,478 at January 1, 2000)                               12,313              12,093
     Series  A-1  Preferred  Stock,  1,400,000  shares
    authorized; 1,000,000 issued  and outstanding (net
    of discount of $5,584 at September 30, 2000)             19,416                   -
     Series   B   Preferred   Stock;  200,000   shares
    authorized, issued and outstanding                        5,000               5,000
     Class A Common Stock; $.01 par value:
     Voting; 500,000 shares authorized;  91,000 shares
    issued and outstanding                                        1                   1
     Nonvoting;  500,000  shares  authorized;  259,000
    shares issued and outstanding                                 3                   3
     Class B Common Stock; $.01 par value:
     Voting; 500,000 shares authorized; 145,058 shares
    issued and 144,546 shares outstanding                         1                   1
     Nonvoting;   500,000  shares  authorized;  58,612
    shares issued and 56,509 shares outstanding                   1                   1
     Class C Common Stock; $.01 par value:
     Nonvoting;   500,000  shares  authorized;  17,000
    shares issued and 16,833 shares outstanding                   -                   -
     Treasury stock:  512 shares Class B Voting Common
    Stock;  2,103  shares  Class  B  Nonvoting  Common
    Stock;  and  167  shares  Class C Nonvoting Common
    Stock                                                      (369)               (256)
     Additional paid-in capital                              36,468              41,559
     Warrants                                                 9,386               3,511
     Retained earnings (deficit)                           (210,987)           (195,061)
  Accumulated other comprehensive loss                         (919)               (323)
                                                         ----------          ----------
    Total stockholders' equity (deficit)                   (129,686)           (133,471)
                                                         ----------          ----------
    Total liabilities and stockholders' equity
    (deficit)                                             $ 418,251           $ 340,807
                                                         ==========          ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                    7


<PAGE>



                  BPC Holding Corporation and Subsidiaries
                    Consolidated Statements of Operations
                          (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                               THIRTEEN WEEKS ENDED         THIRTY-NINE WEEKS ENDED
                                             SEPTEMBER 30,   OCTOBER 2,    SEPTEMBER 30,  OCTOBER 2,
                                                2000             1999         2000            1999
                                                     (UNAUDITED)                       (UNAUDITED)
<S>                                          <C>            <C>          <C>            <C>
   Net sales                                $ 105,645       $ 90,105      $ 310,014      $ 249,956
   Cost of goods sold                          80,603         68,458        237,508        181,240
                                            ----------     ----------     ----------     ----------
   Gross margin                                25,042         21,647         72,506         68,716

   Operating expenses:
     Selling                                    5,822          4,630         16,573         13,183
     General and administrative                 5,541          5,336         18,233         17,220
     Research and development                     584            537          2,146          1,712
     Amortization of intangibles                3,025          2,432          7,503          4,981
     Other expenses                               632          1,224          4,907          2,890
                                            ----------     ----------     ----------     ----------
   Operating income                             9,438          7,488         23,144         28,730

Other expenses:
    (Gain)  loss  on disposal of property
    and equipment                                 (62)           372            553          1,150
                                            ----------     ----------     ----------     ----------

Income  before  interest,  taxes,  and
   extraordinary item                           9,500          7,116         22,591         27,580
Interest:
    Expense                                   (13,470)       (11,516)       (37,516)       (29,539)
    Income                                         23             41             76            204
                                            ----------     ----------     ----------     ----------

Loss    before    income   taxes   and
   extraordinary item                          (3,947)        (4,359)       (14,849)        (1,755)
Income taxes                                       30            175             55            659
                                            ----------     ----------     ----------     ----------
Net loss before extraordinary item             (3,977)        (4,534)       (14,904)        (2,414)
Extraordinary  item  (less  applicable
   income taxes of $0)                              -              -          1,022              -
                                            ----------     ----------     ----------     ----------
Net loss                                       (3,977)        (4,534)       (15,926)        (2,414)

Preferred stock dividends                      (1,970)        (1,034)        (4,586)        (2,996)
Amortization    of   preferred   stock
   discount                                      (292)           (73)          (511)          (219)
                                            ----------     ----------     ----------     ----------
Net   loss   attributable   to  common
   stockholders                              $ (6,239)      $ (5,641)     $ (21,023)      $ (5,629)
                                            ==========     ==========     ==========     ==========

</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                                   8

<PAGE>




                  BPC Holding Corporation and Subsidiaries
                   Consolidated Statements of Cash Flows
                         (In Thousands of Dollars)

<TABLE>
<CAPTION>                                     THIRTY-NINE WEEKS ENDED
                                            SEPTEMBER 30,    OCTOBER 2,
                                                2000            1999
                                                     (UNAUDITED)
OPERATING ACTIVITIES
<S>                                        <C>              <C>
Net loss                                     $ (15,926)      $  (2,414)
 Adjustments to reconcile net loss to
 net cash provided by operating activities:
  Depreciation                                  22,743          18,085
  Non-cash interest expense                     13,113          11,654
  Amortization                                   7,503           4,981
  Write-off deferred financing and
   origination fees                              1,022               -
  Loss on sale of property and equipment           553           1,150
  Changes in operating assets and liabilities:
  Accounts receivable, net                      (7,337)         (7,079)
  Inventories                                    3,567             706
  Prepaid expenses and other receivables        (6,779)         (1,391)
  Other assets                                   1,317          (4,757)
  Payables and accrued expenses                   (173)         11,462
                                             ----------      ----------
Net cash provided by operating activities       19,603          32,397

INVESTING ACTIVITIES
Additions to property and equipment            (23,662)        (25,580)
Proceeds from disposal of property
 and equipment                                   1,197             455
Acquisitions of businesses, net
 of cash acquired                              (64,348)        (71,293)
                                             ----------      ----------
Net cash used for investing activities         (86,813)        (96,418)

FINANCING ACTIVITIES
Proceeds from long-term borrowings              64,974          81,333
Payments on long-term borrowings               (14,411)        (14,520)
Debt origination costs                          (1,245)         (3,000)
Proceeds from issuance of common stock               -              56
Issuance of preferred stock and warrants        25,000               -
Purchase of treasury stock                        (112)            (16)
                                             ----------      ----------
Net cash provided by financing activities       74,206          63,853
Effect of exchange rate changes on cash            250             (61)
                                             ----------      ----------
Net increase in cash and cash equivalents        7,246            (229)
Cash and cash equivalents at beginning
 of period                                       2,546           2,318
                                             ----------      ----------
Cash and cash equivalents at end of period   $   9,792        $  2,089
                                             ==========      ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                           9


<PAGE>





                  BPC Holding Corporation and Subsidiaries
                 Notes to Consolidated Financial Statements
            (In thousands of dollars, except as otherwise noted)
                                (Unaudited)

1. Basis of Presentation

THE  ACCOMPANYING UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF BPC HOLDING
CORPORATION  AND  ITS  SUBSIDIARIES  (THE  "COMPANY")  HAVE BEEN PREPARED IN
ACCORDANCE  WITH  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES   FOR  INTERIM
FINANCIAL INFORMATION AND WITH THE INSTRUCTIONS FOR FORM 10-Q AND ARTICLE 10
OF  REGULATION S-X.  ACCORDINGLY, THEY DO NOT INCLUDE ALL OF THE INFORMATION
AND FOOTNOTES  REQUIRED  BY  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES FOR
COMPLETE   FINANCIAL   STATEMENTS.    IN  THE  OPINION  OF  MANAGEMENT,  ALL
ADJUSTMENTS (CONSISTING OF NORMAL RECURRING  ACCRUALS)  CONSIDERED NECESSARY
FOR  A  FAIR  PRESENTATION  HAVE BEEN INCLUDED.  OPERATING RESULTS  FOR  THE
PERIODS PRESENTED ARE NOT NECESSARILY  INDICATIVE OF THE RESULTS THAT MAY BE
EXPECTED FOR THE FULL FISCAL YEAR.  THE  ACCOMPANYING  FINANCIAL  STATEMENTS
INCLUDE  THE RESULTS OF BPC HOLDING CORPORATION ("HOLDING") AND ITS  WHOLLY-
OWNED SUBSIDIARY, BERRY PLASTICS CORPORATION ("BERRY"), AND ITS WHOLLY-OWNED
SUBSIDIARIES:   BERRY  IOWA  CORPORATION,  BERRY TRI-PLAS CORPORATION, BERRY
STERLING CORPORATION, AEROCON, INC., PACKERWARE  CORPORATION, BERRY PLASTICS
DESIGN  CORPORATION,  VENTURE  PACKAGING, INC., VENTURE  PACKAGING  MIDWEST,
INC., BERRY PLASTICS TECHNICAL SERVICES,  INC.,  NIM HOLDINGS LIMITED, BERRY
PLASTICS  U.K.  LIMITED,  KNIGHT  PLASTICS, INC., CPI  HOLDING  CORPORATION,
CARDINAL  PACKAGING,  INC.,  NORWICH  ACQUISITION  LIMITED,  BERRY  PLASTICS
ACQUISITION CORPORATION II, BERRY PLASTICS  ACQUISITION CORPORATION III, AND
POLY-SEAL CORPORATION.  FOR FURTHER INFORMATION,  REFER  TO THE CONSOLIDATED
FINANCIAL STATEMENTS AND FOOTNOTES THERETO INCLUDED IN HOLDING'S AND BERRY'S
FORM 10-K'S FILED WITH THE SECURITIES AND EXCHANGE COMMISSION  FOR  THE YEAR
ENDED JANUARY 1, 2000.

CERTAIN  AMOUNTS ON THE 1999 FINANCIAL STATEMENTS HAVE BEEN RECLASSIFIED  TO
CONFORM WITH THE 2000 PRESENTATION.

1. Acquisitions

On May 9, 2000, Berry acquired all of the outstanding capital stock of Poly-
Seal Corporation  ("Poly-Seal") for aggregate consideration of approximately
$58.0 million.  The  purchase  price and allocation of such to the purchased
assets and liabilities is preliminary  and  subject  to  completion of Poly-
Seal's  working  capital  accounts.  The purchase was financed  through  the
issuance by Holding of $25.0 million of 14% preferred stock (see Note 7) and
additional  borrowings  under   the  Credit  Facility  (See  Note  3).   The
operations  of  Poly-Seal  are included  in  Berry's  operations  since  the
acquisition date using the purchase method of accounting.

On July 6, 1999, Berry acquired  all of the outstanding capital stock of CPI
Holding Corporation ("Cardinal"),  the parent company of Cardinal Packaging,
Inc.  for  aggregate  consideration of  approximately  $72.0  million.   The
purchase was financed through  the issuance by Berry of $75.0 million of 11%
Senior Subordinated Notes.  The  operations  of  Cardinal  are  included  in
Berry's  operations  since the acquisition date using the purchase method of
accounting.


<PAGE>
                                     10



THE PRO FORMA RESULTS  LISTED  BELOW  ARE  UNAUDITED  AND  REFLECT  PURCHASE
ACCOUNTING  ADJUSTMENTS  ASSUMING  THE  CARDINAL  AND POLY-SEAL ACQUISITIONS
OCCURRED ON JANUARY 3, 1999.

<TABLE>
<CAPTION>
                                THIRTEEN WEEKS ENDED     THIRTY-NINE WEEKS ENDED
                              SEPTEMBER 30, OCTOBER 2,  SEPTEMBER 30, OCTOBER 2,
                                  2000        1999         2000         1999
<S>                            <C>            <C>        <C>           <C>
Net sales                     $ 105,645   $ 102,557    $ 327,078     $316,561
Loss before income taxes and
 extraordinary item              (3,947)     (4,188)     (18,104)      (6,229)
NET LOSS ATTRIBUTABLE TO COMMON
 STOCKHOLDERS                    (6,239)     (6,506)     (25,833)     (13,212)
</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
EFFECTS.

3. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                      SEPTEMBER 30,   JANUARY 1,
                                           2000          2000
<S>                                    <C>            <C>
Holding 12.50% Senior Secured Notes     $119,373       $111,956
BERRY 12.25% SENIOR SUBORDINATED NOTES   125,000        125,000
BERRY 11% SENIOR SUBORDINATED NOTES       75,000         75,000
SECOND LIEN SENIOR CREDIT FACILITY        25,000              -
Term loans                                78,722         55,221
REVOLVING LINES OF CREDIT                 33,801         31,649
NEVADA INDUSTRIAL REVENUE BONDS            3,500          4,000
CAPITAL LEASES                               326            479
DEBT PREMIUM, NET                            572            684
                                       ---------       ---------
                                         461,294        403,989
LESS CURRENT PORTION OF LONG-TERM DEBT    22,195         21,109
                                       ---------       ---------
                                        $439,099       $382,880
                                       =========       =========
</TABLE>

THE CURRENT PORTION OF LONG-TERM DEBT CONSISTS OF $21.6 MILLION OF MONTHLY
INSTALLMENTS ON THE TERM LOANS, A $0.5 MILLION REPAYMENT OF THE INDUSTRIAL
BONDS AND THE MONTHLY PRINCIPAL PAYMENTS RELATED TO CAPITAL LEASE
OBLIGATIONS.
                                          11
<PAGE>


IN CONNECTION WITH THE ACQUISITION OF POLY-SEAL, BERRY AMENDED ITS FINANCING
AND SECURITY AGREEMENT WITH BANK OF AMERICA (THE "CREDIT FACILITY") TO
INCREASE THE AMOUNT OF FUNDS AVAILABLE WITHIN THE FACILITY.  AT SEPTEMBER
30, 2000, THE CREDIT FACILITY PROVIDED FOR AN AGGREGATE PRINCIPAL AMOUNT OF
APPROXIMATELY $155.3 MILLION CONSISTING OF (I) A $70.0 MILLION REVOLVING
LINE OF CREDIT, SUBJECT TO A BORROWING BASE FORMULA, (II) A $2.4 MILLION
REVOLVING LINE OF CREDIT IN THE U.K. ("UK REVOLVER"), SUBJECT TO A BORROWING
BASE FORMULA, (III) A $74.9 MILLION TERM LOAN FACILITY, (IV) A $3.8 MILLION
TERM LOAN FACILITY IN THE U.K. ("UK TERM LOAN") AND (V) A $4.2 MILLION
STANDBY LETTER OF CREDIT FACILITY TO SUPPORT THE COMPANY'S AND ITS
SUBSIDIARIES' OBLIGATIONS UNDER THE NEVADA BONDS.  AS A RESULT OF AMENDING
THE CREDIT FACILITY, A PORTION OF THE DEFERRED FINANCING AND ORIGINATION
FEES RELATED TO THE CREDIT FACILITY HAVE BEEN CHARGED TO EXPENSE AS AN
EXTRAORDINARY ITEM.  AT SEPTEMBER 30, 2000, THE COMPANY HAD UNUSED BORROWING
CAPACITY UNDER THE CREDIT FACILITY'S REVOLVING LINE OF CREDIT OF
APPROXIMATELY $34.7 MILLION.  THE INDEBTEDNESS UNDER THE CREDIT FACILITY IS
GUARANTEED BY HOLDING, BERRY, AND ALL OF BERRY'S SUBSIDIARIES.  THE
OBLIGATIONS OF THE COMPANY AND THE SUBSIDIARIES UNDER THE CREDIT FACILITY
AND THE GUARANTEES THEREOF ARE SECURED PRIMARILY BY ALL OF THE ASSETS OF
SUCH ENTITIES.

ON JULY 17, 2000, BERRY OBTAINED A SECOND LIEN SENIOR CREDIT FACILITY FOR AN
AGGREGATE PRINCIPAL AMOUNT OF $25.0 MILLION, RESULTING IN NET PROCEEDS OF
$24.3 MILLION AFTER FEES AND EXPENSES.  THE PROCEEDS WERE UTILIZED TO REDUCE
THE COMPANY'S REVOLVING LINE OF CREDIT.  THE $25.0 MILLION PRINCIPAL AMOUNT
IS DUE UPON THE FACILITY'S MATURITY IN JULY 2002.

4. BERRY PLASTICS CORPORATION SUMMARY FINANCIAL INFORMATION

The  following  summarizes  financial  information of Holding's wholly owned
subsidiary, Berry Plastics Corporation,  and  its subsidiaries (in thousands
of dollars.)
<TABLE>
<CAPTION>
                                             SEPTEMBER 30,    JANUARY 1,
                                                 2000            2000
<S>                                          <C>             <C>
CONSOLIDATED BALANCE SHEETS
Current assets                               $  120,570      $  88,163
PROPERTY AND EQUIPMENT - NET OF
 ACCUMULATED DEPRECIATION                       179,135        146,792
OTHER NONCURRENT ASSETS                         112,391         93,889
CURRENT LIABILITIES                              86,495         77,308
NONCURRENT LIABILITIES                          321,586        272,977
EQUITY (DEFICIT)                                  4,015        (21,441)

                                        THIRTEEN WEEKS ENDED       THIRTY-NINE WEEKS ENDED
                                       SEPTEMBER 30,  OCTOBER 2,   SEPTEMBER 30, OCTOBER 2,
                                           2000         1999           2000        1999
<S>                                   <C>             <C>          <C>          <C>
CONSOLIDATED STATEMENT OF OPERATIONS
Net sales                               $ 105,645     $ 90,105     $ 310,014     $ 249,956
COST OF GOODS SOLD                         80,603       68,458       237,508       181,240
  INCOME  (LOSS) BEFORE INCOME TAXES AND
  EXTRAORDINARY ITEM                          199         (749)       (2,883)        8,716
NET INCOME (LOSS)                             171         (924)       (3,946)        8,064
</TABLE>

                                             12
<PAGE>





THE FOLLOWING SUMMARIZES PARENT COMPANY ONLY FINANCIAL INFORMATION OF BERRY:

<TABLE>
<CAPTION>
                                                       SEPTEMBER 30,    JANUARY 1,
                                                           2000           2000
<S>                                                    <C>              <C>
BALANCE SHEET
Current assets                                          $ 44,244        $ 37,296
Property and equipment, net of accumulated depreciation   57,221          53,452
Investment in/due from subsidiaries                      258,821         191,258
Other noncurrent assets                                   13,416          13,398
Current liabilities                                       54,075          50,983
Noncurrent liabilities                                   315,612         265,862
Equity (deficit)                                           4,015         (21,441)

                                      THIRTEEN WEEKS ENDED      THIRTY-NINE WEEKS ENDED
                                     SEPTEMBER 30, OCTOBER 2,   SEPTEMBER 30, OCTOBER 2,
                                         2000        1999           2000        1999
<S>                                  <C>           <C>          <C>           <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales                            $ 39,437     $ 40,415     $ 122,324     $ 116,623
Cost of goods sold                     27,267       28,033        84,154        76,675
Income before income taxes              2,831        1,896         7,931        10,406
Net income                              2,821        1,781         7,911         9,987
</TABLE>

1.    Segment Reporting

THE  COMPANY HAS TWO REPORTABLE SEGMENTS:  PACKAGING PRODUCTS AND HOUSEWARES
PRODUCTS.  THE COMPANY'S PACKAGING BUSINESS CONSISTS OF THREE PRIMARY MARKET
GROUPS:   OVERCAPS  AND CLOSURES, CONTAINERS, AND DRINK CUPS.  THE COMPANY'S
HOUSEWARES  BUSINESS CONSISTS  OF  SEMI-DISPOSABLE  PLASTIC  HOUSEWARES  AND
PLASTIC LAWN  AND  GARDEN  PRODUCTS,  SOLD  PRIMARILY THROUGH MAJOR NATIONAL
RETAIL MARKETERS AND NATIONAL CHAIN STORES.

                                            13
<PAGE>





The Company evaluates performance and allocates resources based on operating
income  before  depreciation  and amortization of  intangibles  adjusted  to
exclude (i) market value adjustment  related  to  stock  options, (ii) other
non-recurring  or  "one-time"  expenses,  and  (iii)  management   fees  and
reimbursed  expenses  paid  to  First  Atlantic  ("Adjusted  EBITDA").   The
Company's  reportable  segments  are  business  units  that  offer different
products to different markets.

<TABLE>
<CAPTION>
                                   Thirteen Weeks Ended      Thirty-nine Weeks Ended
                                 SEPTEMBER 30,  OCTOBER 2,  SEPTEMBER 30,  OCTOBER 2,
                                     2000          1999         2000          1999
<S>                             <C>             <C>          <C>            <C>
Net sales:
  Packaging products              $ 101,558     $ 87,329      $ 287,138    $ 227,771
  HOUSEWARES PRODUCTS                 4,087        2,776         22,876       22,185
ADJUSTED EBITDA:
  PACKAGING PRODUCTS                 21,481       17,496         56,025       51,411
  HOUSEWARES PRODUCTS                   267          414          3,183        4,155
RECONCILIATION OF ADJUSTED EBITDA
  TO LOSS BEFORE INCOME TAXES:
 ADJUSTED   EBITDA   FOR   REPORTABLE
  SEGMENTS                        $  21,748     $ 17,910       $ 59,208     $ 55,566
 NET INTEREST EXPENSE               (13,447)     (11,475)       (37,440)     (29,335)
 DEPRECIATION                        (8,356)      (6,525)       (22,743)     (18,085)
 AMORTIZATION                        (3,025)      (2,432)        (7,503)      (4,981)
 GAIN (LOSS) ON DISPOSAL OF PROPERTY
    AND EQUIPMENT                        62         (372)          (553)      (1,150)
 ONE-TIME EXPENSES                     (711)      (1,224)        (5,060)      (2,890)
 STOCK OPTION MARKET VALUE ADJUSTMENT     -          (23)          (104)        (225)
 MANAGEMENT FEES                       (218)        (218)          (654)        (655)
                                  ----------   ----------     ----------   ----------
 LOSS BEFORE INCOME TAXES AND
    EXTRAORDINARY ITEM             $ (3,947)    $ (4,359)      $(14,849)    $ (1,755)
                                  ==========   ==========     ==========   ==========

</TABLE>

One  time-expenses  represent non-recurring expenses that relate to recently
acquired businesses,  plant consolidations, and litigation associated with a
drink cup patent.

6.        COMPREHENSIVE INCOME (LOSS)

Comprehensive income (losses)  were  $(4.1) million and $4.6 million for the
thirteen weeks ended September 30, 2000  and  October  2, 1999, respectively
and  $(16.8)  million  and  $2.5  million  for the thirty-nine  weeks  ended
September 30, 2000 and October 2, 1999, respectively.

                                           14

<PAGE>




7.  CHANGES IN OWNERS EQUITY

In connection with the Poly-Seal acquisition  on May 9, 2000, Holding issued
1,000,000  shares of Series A-1 Preferred Stock  to  Chase  Venture  Capital
Associates,   LLC   and  The  Northwestern  Mutual  Life  Insurance  Company
(collectively, the "Purchasers").   The  Series  A-1  Preferred  Stock has a
stated  value  of  $25 per share, and dividends accrue at a rate of 14%  per
annum and will accumulate until declared and paid.  The Series A-1 Preferred
Stock ranks pari-passu  to  the  Series  A  Preferred Stock and prior to all
other  capital  stock  of Holding.  In addition,  Warrants  to  purchase  an
aggregate of 25,997 shares  of  Class B Non-Voting Common Stock at $0.01 per
share were issued to the Purchasers.

2.        SUBSEQUENT EVENTS

ON  OCTOBER 4, 2000, BERRY, THROUGH  ITS  ITALIAN  SUBSIDIARY  CBP  HOLDINGS
S.R.1.,  ACQUIRED  ALL  OF  THE  OUTSTANDING CAPITAL STOCK OF CAPSOL S.P.A.,
HEADQUARTERED IN CORNATE D'ADDA, NEAR  MILAN,  ITALY  AND  THE  WHOLE  QUOTA
CAPITAL OF A RELATED COMPANY, OCIESSE S.R.L., FOR AGGREGATE CONSIDERATION OF
APPROXIMATELY  $14.0  MILLION.  THE PURCHASE WAS FINANCED THROUGH BORROWINGS
UNDER THE CREDIT FACILITY.

                                        15
<PAGE>




Item 2.

                  BPC HOLDING CORPORATION AND SUBSIDIARIES

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                           RESULTS OF OPERATIONS


UNLESS THE CONTEXT DISCLOSES  OTHERWISE,  THE  "COMPANY"  AS  USED  IN  THIS
MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHALL INCLUDE HOLDING  AND  ITS  SUBSIDIARIES  ON  A CONSOLIDATED
BASIS.   THE  FOLLOWING  DISCUSSION SHOULD BE READ IN CONJUNCTION  WITH  THE
CONSOLIDATED FINANCIAL STATEMENTS  OF  HOLDING  AND ITS SUBSIDIARIES AND THE
ACCOMPANYING NOTES THERETO, WHICH INFORMATION IS  INCLUDED ELSEWHERE HEREIN.
THE  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.

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

                                        16

<PAGE>


RESULTS OF OPERATIONS

13 WEEKS ENDED SEPTEMBER 30, 2000 (THE "QUARTER")
COMPARED TO 13 WEEKS ENDED OCTOBER 2, 1999 (THE "PRIOR QUARTER")

NET SALES.  Net sales increased $15.5 million, or 17%, to $105.6 million for
the Quarter from  $90.1 million for the Prior Quarter with an approximate 7%
increase in net selling price due primarily to increased raw material costs.
Packaging product net  sales increased $14.2 million from the Prior Quarter.
Within this segment, the addition of Poly-Seal provided Quarter net sales of
approximately $12.0 million.   Excluding  Poly-Seal,  overcaps  and closures
sales  decreased  $0.4 million from the Prior Quarter.  Drink cup sales  for
the Quarter increased $1.1 million compared to the Prior Quarter.  Container
sales increased $6.0  million  from  the  Prior  Quarter  due  primarily  to
increased  selling  prices  as  noted  above.   Custom  sales decreased $4.4
million  from the Prior Quarter because of a large promotion  in  the  Prior
Quarter.  Housewares product sales for the Quarter were up $1.3 million from
the Prior Quarter.

GROSS MARGIN.   Gross margin increased by $3.4 million to $25.0 million (24%
of net sales) for  the Quarter from $21.6 million (24% of net sales) for the
Prior Quarter.  This  increase  of  16%  includes the combined impact of the
added   Poly-Seal  sales  volume,  acquisition   integration,   productivity
improvement  initiatives,  and  the  cyclical  impact of higher raw material
costs compared to the Prior Quarter.  The cost of  the Company's primary raw
material, resin, was more than 15% higher than the Prior  Quarter.   A major
focus  continues  to be the consolidation of products and business of recent
acquisitions  to  the  most  efficient  tooling,  providing  customers  with
improved products and  customer  service.  As  part  of the integration, the
Company has announced the closing of its York, Pennsylvania and Minneapolis,
Minnesota (acquired in the Cardinal acquisition) facilities to take place by
the end of 2000.  The Company also closed its Ontario,  California  facility
(acquired  in  the  Cardinal acquisition) in the third quarter of 1999.   In
addition, the Company  made two configuration changes that were completed in
the fourth quarter of 1999  with  the Minneapolis, Minnesota and Iowa Falls,
Iowa locations closing their molding  operations.   The  business from these
locations  is distributed throughout Berry's facilities.  Also,  significant
productivity  improvements were made during the year, including the addition
of  state-of-the-art   injection   molding  equipment,  molds  and  printing
equipment at several of the Company's facilities.

OPERATING EXPENSES.  Selling expenses  increased  by  $1.2  million  to $5.8
million  for the Quarter from $4.6 million for the Prior Quarter principally
as a result  of  the  Poly-Seal  acquisition.   General  and  administrative
expenses  increased from $5.3 million for the Prior Quarter to $5.5  million
for the Quarter.   The increase of $0.2 million is primarily attributable to
the  Poly-Seal acquisition  partially  offset  by  decreased  accrued  bonus
expenses.   During  the  Quarter,  one-time  transition  expenses  were $0.4
million  related  to the shutdown and reorganization of facilities and  $0.2
million related to  acquisitions.  In the Prior Quarter, one-time transition
expenses were $0.8 million  related to acquisitions and $0.4 million related
to facility reorganizations.

INTEREST EXPENSE.  Interest expense  increased $2.0 million to $13.5 million
for the Quarter compared to $11.5 million  for  the  Prior Quarter primarily
due  to  the increase in borrowings under the Credit Facility  to  fund  the
Poly-Seal acquisition.

                                      17
<PAGE>
INCOME TAX.   For  the  Quarter,  the Company recorded income tax expense of
$30,000 compared to $175,000 for the  Prior  Quarter.  The Company continues
to operate in a net operating loss carryforward  position for Federal income
tax purposes.

NET LOSS.  The Company recorded a net loss of $4.0  million  for the Quarter
compared to a net loss of $4.5 million for the Prior Quarter for the reasons
discussed above.

39 WEEKS ENDED SEPTEMBER 30, 2000 ("YTD")
COMPARED TO 39 WEEKS ENDED OCTOBER 2, 1999 ("PRIOR YTD")

NET SALES.  Net sales increased $60.0 million, or 24%, to $310.0 million for
the  YTD  from  $250.0  million  for  the  Prior YTD with an approximate  7%
increase in net selling price due primarily to increased raw material costs.
Packaging product net sales increased $59.4  million  from  the  Prior  YTD.
Within  this  segment,  the  addition of Cardinal and Poly-Seal provided net
sales  for  the  YTD  of approximately  $32.0  million  and  $18.7  million,
respectively.  Excluding  Poly-Seal,  overcaps  and closures sales decreased
$0.7 million.  Drink cup sales for the YTD were $2.6 million higher than the
Prior  YTD  with  the  addition  of  a significant new  product.   Excluding
Cardinal,  container  sales increased $15.0  million  from  the  Prior  YTD,
primarily due to increased  selling  prices  as  noted  above.  Custom sales
decreased  $8.2  million  from the Prior YTD with a large promotion  in  the
Prior YTD.  Housewares sales  for  the  YTD  increased $0.7 million from the
Prior  YTD  despite the Company's decision to exit  a  low  margin  account.
Within this segment, Cardinal provided sales for the YTD of $1.8 million.

GROSS MARGIN.   Gross margin increased by $3.8 million to $72.5 million (23%
of net sales) for  the  YTD  from  $68.7  million (27% of net sales) for the
Prior YTD.  This increase of 6% includes the  combined  impact  of the added
Cardinal  and  Poly-Seal sales volume, acquisition integration, productivity
improvement initiatives,  and  the  cyclical  impact  of higher raw material
costs  compared  to  the Prior YTD.  The cost of the Company's  primary  raw
material, resin, has increased  over  34% from the Prior YTD.  A major focus
continues  to  be  the  consolidation of products  and  business  of  recent
acquisitions  to  the  most  efficient  tooling,  providing  customers  with
improved products and customer  service.  As  part  of  the integration, the
Company has announced the closing of its York, Pennsylvania and Minneapolis,
Minnesota (acquired in the Cardinal acquisition) facilities to take place by
the  end  of 2000.  Additionally, the Company closed its Arlington  Heights,
Illinois (acquired  in the Knight acquisition) facility in the first quarter
of 1999 and its Ontario,  California  facility  (acquired  in  the  Cardinal
acquisition)  in  the third quarter of 1999.  In addition, the Company  made
two configuration changes  that were completed in the fourth quarter of 1999
with the Minneapolis, Minnesota and Iowa Falls, Iowa locations closing their
molding  operations.  The business  from  these  locations  are  distributed
throughout  Berry's facilities.  Also, significant productivity improvements
were made during  the  year,  including  the  addition  of  state-of-the-art
injection molding equipment, molds and printing equipment at  several of the
Company's facilities.

OPERATING  EXPENSES.   Selling expenses increased by $3.4 million  to  $16.6
million for the YTD from  $13.2  million  for the Prior YTD principally as a
result   of   the   Cardinal  and  Poly-Seal  acquisitions.    General   and
administrative expenses  increased  by $1.0 million to $18.2 million for the
YTD  from  $17.2  million for the Prior  YTD.   The  increase  is  primarily
attributable to the  Cardinal and Poly-Seal acquisitions partially offset by
decreased accrued bonus  expenses.  YTD one-time transition expenses include
$3.7 million related to the  shutdown  and  reorganization of facilities and
$1.2  million  related to acquisitions.  One-time  transition  expenses  for
Prior YTD were $1.0  million  related  to  facility reorganizations and $1.9
million related to acquisitions.
                                      18
<PAGE>

INTEREST EXPENSE.  Interest expense increased  $8.0 million to $37.5 million
for the YTD compared to $29.5 million for the Prior YTD primarily due to the
issuance of $75.0 million of 11% Senior Subordinated  Notes  to  support the
Cardinal acquisition and an increase in borrowings under the Credit Facility
to support the Poly-Seal acquisition.

INCOME  TAX.   The  Company's  income  tax  expense was $55,000 for the  YTD
compared to $204,000 for the Prior YTD.  The Company continues to operate in
a net operating loss carryforward position for Federal income tax purposes.

EXTRAORDINARY  ITEM.   As a result of amending  the  Credit  Facility,  $1.0
million of deferred financing  and  origination  fees  related to the Credit
Facility have been charged to expense for the YTD as an extraordinary item.

NET  LOSS.   Net loss for the YTD of $15.9 million was a decrease  of  $13.5
million from a  net  loss  of $2.4 million for the Prior YTD for the reasons
discussed above.

LIQUIDITY AND SOURCES OF CAPITAL

Net cash provided by operating  activities  was $19.6 million for the YTD, a
decrease of $12.8 million from the Prior YTD.  The decrease is primarily the
result of timing of working capital as the changes  in  operating assets and
liabilities decreased $12.2 million from the Prior YTD.

Net cash used for investing activities decreased from $96.4  million  in the
Prior  YTD  to  $86.8  million  for  the  YTD principally as a result of the
difference  in  the  acquisition price of Cardinal  versus  Poly-Seal.   YTD
capital spending of $23.6  million  included  $12.6  million for molds, $3.4
million for molding and printing machines, $5.8 million  for  buildings  and
systems, and $1.8 million for accessory equipment and systems.

Net  cash  provided  by  financing  activities was $74.2 million for the YTD
compared to net cash provided by financing  activities  of $63.9 million for
the Prior YTD.  The increase of $10.3 million can be primarily attributed to
the  issuance  of  the Series A-1 Preferred Stock to finance  the  Poly-Seal
acquisition.

The Company anticipates  that its cash interest, working capital and capital
expenditure requirements for 2000 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 funds available under the Credit  Facility.
However, the Company cannot predict  its  future  results of operations.  At
September 30, 2000, the Company's cash balance was  $9.8  million, and Berry
had unused borrowing capacity under the Credit Facility's borrowing  base of
approximately $34.7 million.

                                        19

<PAGE>




The  1994  Indenture,  1998  Indenture, and 1999 Indenture restrict, and the
Credit Facility prohibits, Berry's  ability  to pay any dividend or make any
distribution of funds to Holding to satisfy interest  and  other obligations
on  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 or  payment  under the tax sharing agreement to Holding in
an amount sufficient to meet Holding's  interest  payment  obligations under
the  1996  Notes.   Interest  on the 1996 Notes is payable semi-annually  on
June 15 and December 15 of each year.  However, from December 15, 1999 until
June 15, 2001, Holding 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.   On June 15, 2000, Holding issued approximately
$7.4  million  aggregate  principal  amount  of  additional  1996  Notes  in
satisfaction of its interest  obligation.   After  June  15,  2001 or in the
event  that  Holding  does  not pay interest in additional notes, management
anticipates that such interest  obligations  will only be met by refinancing
the  1996  Notes  or raising capital through equity  offerings.   We  cannot
assure you that then-current  market  conditions  would  permit  Holding  to
consummate a refinancing or equity offering.

                                       20

<PAGE>





      PART II.  OTHER INFORMATION

      ITEM 1. LEGAL PROCEEDINGS

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

        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

             None

         (b) Reports on Form 8-K:

              None.



                                          21


<PAGE>


                                 SIGNATURE

Pursuant to the requirements 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.

                                Berry Plastics Corporation
                                BPC Holding Corporation
                                Berry Iowa Corporation
                                Berry Tri-Plas Corporation
                                Berry Sterling Corporation
                                Aerocon, Inc.
                                PackerWare Corporation
                                Berry Plastics Design Corporation
                                Venture Packaging, Inc.
                                Venture Packaging Midwest, Inc.
                                Berry Plastics Technical Services, Inc.
                                Knight Plastics, Inc.
                                CPI Holding Corporation
                                Cardinal Packaging, Inc.
                                Berry Plastics Acquisition Corporation II
                                Poly-Seal Corporation
                                Berry Plastics Acquisition Corporation III

November 14, 2000

                                By: _/S/ JAMES M. KRATOCHVIL
                                James M. Kratochvil
                                Executive Vice President, Chief Financial
                                Officer, Treasurer and Secretary of the
                                entities listed above (Principal Financial
                                and Accounting Officer)

                                NIM Holdings Limited
                                Norwich Acquisition Limited
                                Berry Plastics U.K. Limited

                                By: /S/ JAMES M. KRATOCHVIL
                                James M. Kratochvil
                                Director of the entities listed above
                                (Principal Financial and Accounting Officer)

                                CBP Holdings S.r.l.
                                Capsol S.p.a.
                                Ociesse S.r.l.

                                By: /S/ JAMES M. KRATOCHVIL
                                James M. Kratochvil
                                Director of the entities listed above
                                (Attorney-in-fact for all Financial and
                                Accounting Matters)


                                            22