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 April 1, 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)

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

                            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)

             VENTURE PACKAGING SOUTHEAST, 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)


                      POLY-SEAL CORPORATION
        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                          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)


<S>                                                              <C>
                        101 OAKLEY STREET                                                     47710
                       EVANSVILLE, INDIANA
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                       (ZIP CODE)


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 Section13 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

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

As  of April 26, 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;  57,169  shares of Class B Nonvoting Common  Stock;  and
16,833 shares of Class C Nonvoting  Common  Stock.   As of April 26, 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
Venture    Packaging   Southeast,   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, and 100 shares of
the Common Stock, $.01 par value, of Berry Acquisition Corporation.


<PAGE>

                   BPC HOLDING CORPORATION AND SUBSIDIARIES

                                FORM 10-Q INDEX

                   FOR QUARTERLY PERIOD ENDED APRIL 1, 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     15

PART II. OTHER INFORMATION

      Item 4. Submission of Matters to a Vote of
            Security Holders                                  19

      Item 6. Exhibits and Reports on Form 8-K                19

SIGNATURE                                                     20
<PAGE>
PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                   BPC Holding Corporation and Subsidiaries
                          Consolidated Balance Sheets
                           (In Thousands of Dollars)

</TABLE>
<TABLE>
<CAPTION>
                                                                   APRIL 1,                         JANUARY 1,
                                                                     2000                              2000
                                                              ---------------                    --------------
<S>                                                         <C>
                                                                 (UNAUDITED)
    Assets
    Current assets:
     Cash and cash equivalents                                     $ 2,707                          $   2,546
     Accounts   receivable  (less  allowance  for  doubtful
    accounts of $1,696  at  April  1,  2000  and  $1,386 at         49,164                             37,507
    January 1, 2000)
     Inventories:
     Finished goods                                                 31,909                             31,676
     Raw materials and supplies                                     12,605                             15,016
                                                               ---------------                    --------------
                                                                    44,514                             46,692
     Prepaid expenses and other receivables                          5,344                              2,082
     Income taxes recoverable                                           45                                 45
                                                               ---------------                    --------------
    Total current assets                                           101,774                             88,872

    Property and equipment:
     Land                                                            8,445                              8,556
     Buildings and improvements                                     47,989                             48,080
     Machinery, equipment and tooling                              167,250                            172,082
     Construction in progress                                       25,400                             18,170
                                                              ---------------                    --------------
                                                                   249,084                            246,888
     Less accumulated depreciation                                 102,473                            100,096
                                                              ---------------                    --------------
                                                                   146,611                            146,792
    Intangible assets:
     Deferred financing and origination fees, net                   10,981                             11,571
     Covenants not to compete, net                                   3,142                              3,723
     Excess of cost over net assets acquired, net                   85,869                             87,614
                                                              ---------------                    --------------
                                                                    99,992                            102,908
    Other                                                            2,339                              2,235
                                                              ---------------                    --------------
    Total assets                                                 $ 350,716                          $ 340,807
                                                              ===============                   ===============
</TABLE>
<PAGE>
                    Consolidated Balance Sheets (continued)
                           (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                                  APRIL 1,                         JANUARY 1,
                                                                    2000                              2000
                                                              ---------------                    --------------
                                                                (UNAUDITED)
<S>                                                                 <C>                                <C>
    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
    Current liabilities:
     Accounts payable                                           $  30,003                          $  25,798
     Accrued expenses and other liabilities                        10,342                              9,590
     Accrued interest                                              13,070                              8,108
     Employee compensation and payroll taxes                       12,179                             13,461
     Income taxes                                                     386                                279
     Current portion of long-term debt                             21,593                             21,109
                                                              ---------------                    --------------
    Total current liabilities                                      87,573                             78,345
    Long-term debt, less current portion                          390,222                            382,880
    Accrued dividends on preferred stock                           12,035                             11,001
    Deferred income taxes                                             493                                503
    Other liabilities                                               1,315                              1,549
                                                              ---------------                    --------------
                                                                  491,638                            474,278
    Stockholders' equity (deficit):
     Series    A   Preferred   Stock;   800,000   shares
        authorized;  600,000  shares  issued and outstanding
        (net  of  discount of $2,404 at April  1,  2000  and       12,167                             12,093
        $2,478 at January 1, 2000)
     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 57,169 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; 1,443 shares Class  B Nonvoting Common Stock;
        and 167 shares Class C Nonvoting Common Stock                (256)                              (256)
    Additional paid-in capital                                     40,451                             41,559
    Warrants                                                        3,511                              3,511
    Retained earnings (deficit)                                  (201,377)                          (195,061)
    Accumulated other comprehensive loss                             (432)                              (323)
                                                              ---------------                    --------------
    Total stockholders' equity (deficit)                         (140,930)                          (133,471)
                                                              ---------------                    --------------
    Total liabilities and stockholders' equity (deficit)        $ 350,716                          $ 340,807
                                                              ===============                   ===============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 THIRTEEN WEEKS ENDED
                                                            ------------------------------
                                                              APRIL 1,           APRIL 3,
                                                               2000               1999
                                                            -------------     ------------
                                                                      (UNAUDITED)
<S>                                                          <C>                   <C>
Net sales                                                    $97,184             $77,460
Cost of goods sold                                            75,189              54,523
                                                            -------------     ------------
Gross margin                                                  21,995              22,937

Operating expenses:
  Selling                                                      5,170               4,230
  General and administrative                                   6,329               6,038
  Research and development                                       726                 542
  Amortization of intangibles                                  2,222               1,275
  Other expenses                                               1,781                 956
                                                            -------------     ------------
Operating income                                               5,767               9,896
Other expenses:
  Loss on disposal of property and equipment                     528                 609
                                                            -------------     ------------
Income before interest and taxes                               5,239               9,287

Interest:
  Expense                                                    (11,551)             (9,286)
  Income                                                          12                 100
Income (loss) before income taxes                             (6,300)                101
Income taxes                                                      16                 193
                                                            -------------     ------------
Net loss                                                      (6,316)                (92)

Preferred stock dividends                                     (1,034)               (964)
Amortization of preferred stock discount                         (73)                (73)
                                                            -------------     ------------
Net loss attributable to common shareholders                $ (7,423)          $  (1,129)
                                                            =============    =============
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
                  BPC Holding Corporation and Subsidiaries
                     Consolidated Statements of Cash Flows
                           (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                     THIRTEEN WEEKS ENDED
                                                                               ------------------------------
                                                                                APRIL 1,             APRIL 3,
<S                                                                                2000                 1999
                                                                               -------------     ------------

                                                                                         (UNAUDITED)

OPERATING ACTIVITIES
<S>                                                                          <C>                     <C>
Net loss                                                                      $  (6,316)            $     (92)
Adjustments to reconcile net loss to net cash provided by (used for)
  operating activities:
     Depreciation                                                                 6,806                 5,874
     Non-cash interest expense                                                    4,008                   436
     Amortization                                                                 2,222                 1,275
     Interest funded by assets held in trust                                          -                   (85)
     Loss on sale of property and equipment                                         528                   609
     Changes in operating assets and liabilities:
        Accounts receivable, net                                                (11,729)              (12,157)
        Inventories                                                               2,193                  (842)
        Prepaid expenses and other receivables                                   (2,987)                  347
        Other assets                                                               (150)                    4
        Payables and accrued expenses                                             4,868                 8,713
                                                                               -------------     ------------
Net cash provided by (used for) operating activities                               (557)                4,082

INVESTING ACTIVITIES
Additions to property and equipment                                              (7,276)               (6,639)
Proceeds from disposal of property and equipment                                     30                    90
                                                                               -------------     ------------
Net cash used for investing activities                                           (7,246)               (6,549)

FINANCING ACTIVITIES
Proceeds from long-term borrowings                                               16,290                 9,795
Payments on long-term borrowings                                                 (8,327)               (5,442)
                                                                               -------------     ------------
Net cash provided by financing activities                                         7,963                 4,353
Effect of exchange rate changes on cash                                               1                   (19)
                                                                               -------------     ------------
Net increase in cash and cash equivalents                                           161                 1,867
Cash and cash equivalents at beginning of period                                  2,546                 2,318
                                                                               -------------     ------------

Cash and cash equivalents at end of period                                      $ 2,707              $  4,185
                                                                               =============    =============
</TABLE>








SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<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., Venture Packaging Southeast,
Inc.,  NIM Holdings Limited  ("NIM  Holdings"),  Berry  Plastics  U.K.  Limited
("Berry   UK"),  Knight  Plastics,  Inc.,  CPI  Holding  Corporation,  Cardinal
Packaging,  Inc.,  Norwich  Acquisition Limited, and Berry Plastics Acquisition
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.

2. ACQUISITIONS

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>
THE  PRO  FORMA  RESULTS  LISTED  BELOW  ARE  UNAUDITED  AND  REFLECT  PURCHASE
ACCOUNTING ADJUSTMENTS ASSUMING THE CARDINAL ACQUISITION OCCURRED ON JANUARY 3,
1999.


<TABLE>
<CAPTION>
                                               THIRTEEN WEEKS ENDED
                                                  APRIL 3, 1999
<S>                                              ----------------------
                                                   <C>
Net sales                                           $ 91,693
Loss before income taxes                              (1,964)
Net loss attributable to common stockholders          (2,157)
</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>
                                                   APRIL 1,                    JANUARY 1,
                                                     2000                         2000
                                                 ----------                    ----------
<S>                                              <C>                            <C>
   Holding 12.50% Senior Secured Notes            $111,956                      $111,956
   Berry 12.25% Senior Subordinated Notes          125,000                       125,000
   Berry 11% Senior Subordinated Notes              75,000                        75,000
   Term loans                                       46,871                        55,221
   Revolving lines of credit                        47,917                        31,649
   Nevada Industrial Revenue Bonds                   4,000                         4,000
   Capital leases                                      423                           479
   Debt premium, net                                   648                           684
                                                 ----------                    ----------
                                                   411,815                       403,989
   Less current portion of long-term debt           21,593                        21,109
                                                  $390,222                      $382,880
                                                 ==========                    ==========
</TABLE>

The current portion of long-term debt consists of $20.9 million of quarterly
installments on the term loans, and $0.5 million in repayments of the
industrial bonds and the monthly principal payments related to capital lease
obligations.

<PAGE>
Berry has a financing and security agreement with Bank of America for a senior
secured line of credit (the "Credit Facility") for an aggregate principal
amount at April 1, 2000 of approximately $123.5 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 $42.1 million term loan facility,
(iv) a $4.8 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.  At April 1, 2000, the
Company had unused borrowing capacity under the Credit Facility's revolving
line of credit of approximately $17.8 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.

4.   BERRY PLASTICS CORPORATION SUMMARY FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                        APRIL 1,                      JANUARY 1,
                                                          2000                           2000
                                                     -------------                 -------------
<S>                                                 <C>                             <C>
CONSOLIDATED BALANCE SHEETS
Current assets                                        $   101,072                     $  88,169
Property  and  equipment - net of accumulated             146,609                       146,786
depreciation
Other noncurrent assets                                    99,251                        93,889
Current liabilities                                        82,962                        77,308
Noncurrent liabilities                                    288,077                       272,977
Equity (deficit)                                          (24,107)                      (21,441)



                                                                   THIRTEEN WEEKS ENDED
                                                              ------------------------------
                                                                APRIL 1,           APRIL 3,
                                                                 2000               1999
                                                              -------------    -------------

<S>                                                           <C>                <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
Net  sales                                                    $ 97,184           $ 77,460
Cost of goods sold                                              75,189             54,523
Income (loss) before income taxes                               (2,552)             3,519
Net income (loss)                                               (2,564)             3,334
</TABLE>

<PAGE>
The following summarizes parent company only financial information of Berry:

<TABLE>
<CAPTION>
                                                                    APRIL 1,         JANUARY 1,
                                                                      2000              2000
                                                                -------------    -------------

<S>                                                              <C>                  <C>
CONSOLIDATED BALANCE SHEETS
Current assets                                                    $   42,989         $  37,296
Property  and  equipment  -  net  of  accumulated depreciation        52,409            53,452
Investment in/due from subsidiaries                                  197,646           191,258
Other noncurrent assets                                               12,773            13,398
Current liabilities                                                   56,944            50,983
Noncurrent liabilities                                               272,980           265,862
Equity (deficit)                                                     (24,107)          (21,441)




                                                                   THIRTEEN WEEKS ENDED
                                                              -----------------------------
                                                                APRIL 1,          APRIL 3,
                                                                  2000              1999
                                                             -------------    -------------
<S>                                                          <C>                <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales                                                      $ 40,469          $ 35,532
Cost of goods sold                                               27,634            22,455
Income before income taxes                                        2,217             3,519
Net income                                                        2,207             3,334
</TABLE>

5.   SEGMENT REPORTING

The  Company  has  two  reportable  segments: packaging products and housewares
products.  The Company's packaging business  consists  of  three primary market
groups:   aerosol  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.

<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  accounting  policies  of  the
reportable  segments  are  the  same  as  those  described  in  the  summary of
significant   accounting  policies.   The  Company's  reportable  segments  are
business units that offer different products to different markets.

<TABLE>
<CAPTION>
                                                         Thirteen Weeks Ended
                                                   --------------------------------
                                                      APRIL 1,          APRIL 3,
                                                       2000              1999
                                                   --------------    --------------
<S>                                                   <C>             <C>
Net sales:
  Packaging products                                 $ 84,686           $ 65,164
  Housewares products                                  12,498             12,296
Adjusted EBITDA:
  Packaging products                                   14,704             15,566
  Housewares products                                   2,251              2,759

Reconciliation  of  Adjusted  EBITDA  to income
 (loss) before income taxes:
    Adjusted EBITDA for reportable segments          $ 16,955          $  18,325
    Net interest expense                              (11,539)            (9,186)
    Depreciation                                       (6,806)            (5,874)
    Amortization                                       (2,222)            (1,275)
    Loss  on  disposal  of  property and equipment       (528)              (609)
    One-time expenses                                  (1,838)              (980)
    Stock option market value adjustment                 (104)               (82)
    Management fees                                      (218)              (218)
                                                   -------------     -------------
    Income (loss) before income taxes                $ (6,300)         $     101
                                                   =============     =============
</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

Comprehensive  losses were $6.4 million and $0.4 million for the thirteen weeks
ended April 1, 2000 and April 3, 1999, respectively.

7. Subsequent Event

On May 9, 2000,  Berry  acquired  all of the outstanding capital stock of Poly-
Seal Corporation for aggregate consideration  of  approximately  $58.0 million.
The purchase was financed through the issuance by Holding of $25.0  million  of
14% preferred stock and additional borrowings under the Credit Facility.
<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 Berry's cash flow from operations  must  be dedicated to
the payment of principal and interest on its indebtedness, thereby reducing the
funds  available  to Berry for other purposes; (ii) Berry's ability  to  obtain
additional  debt  financing   in   the  future  for  working  capital,  capital
expenditures, acquisitions, general corporate purposes or other purposes may be
impaired; (iii) certain of Berry's borrowings  will  be  at  variable  rates of
interest,  which  will expose Berry to the risk of higher interest rates;  (iv)
Berry is substantially  more  leveraged  than certain of its competitors, which
may place Berry at a competitive disadvantage,  particularly  in  light  of its
acquisition strategy; and (v) Berry's degree of leverage may hinder its ability
to  adjust  rapidly  to  changing  market  conditions  and  could  make it more
vulnerable  in  the event of a downturn in general economic conditions  or  its
business.

<PAGE>
RESULTS OF OPERATIONS

13 WEEKS ENDED APRIL 1, 2000 (THE "QUARTER")
COMPARED TO 13 WEEKS ENDED APRIL 3, 1999 (THE "PRIOR QUARTER")

NET SALES.  Net sales increased $19.7 million, or 25%, to $97.2 million for the
Quarter from $77.5  million  for  the  Prior  Quarter  with  an  approximate 8%
increase  in  net  selling  price  due  to  higher raw material costs.  Plastic
packaging net sales increased $19.5 million from  the  Prior  Quarter.   Within
this  segment,  aerosol overcaps and closures net sales increased $0.1 million.
Container  net sales  increased  $18.7  million  from  the  Prior  Quarter  due
primarily to  the  Cardinal acquisition.  Also, drink cup sales for the Quarter
were $1.5 million over  the  Prior  Quarter  primarily  due  to  a new product.
Custom net sales were down $0.8 million due to a large promotion in  the  Prior
Quarter.  In addition, housewares sales increased $0.2 million.

GROSS MARGIN.  Gross margin decreased by $0.9 million to $22.0 million (23%  of
net  sales) for the Quarter from $22.9 million (30% of net sales) for the Prior
Quarter.   This  decrease  of  4%  includes the combined impact of the cyclical
impact of higher raw material costs  compared  to  the Prior Quarter, the added
Cardinal  sales  volume,  acquisition integration and productivity  improvement
initiatives.  The cost of the Company's primary raw material, resin, has
increased over 48% from 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 closed its  Arlington
Heights, Illinois facility (acquired  in  the  Knight  acquisition) in the
first quarter of 1999  and  its Ontario, California facility  (acquired  in
the  Cardinal  acquisition) in the third quarter of 1999.  In addition, the
Company made two configuration changes that  were  completed  in  the  fourth
quarter  of  1999 with the Minneapolis, Minnesota (acquired in the Cardinal
acquisition) 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 $1.0 million to $5.2 million
for the Quarter from $4.2 million for the Prior Quarter principally as a result
of the Cardinal acquisition and increased  commissions  with  increased selling
prices.   General and administrative expenses increased from $6.0  million  for
the Prior Quarter  to  $6.3  million  for  the  Quarter.   The increase of $0.3
million  is  primarily  attributable to the Cardinal acquisition.   During  the
Quarter, one-time transition expenses were $0.3 million related to acquisitions
and $1.5 million related  to the shutdown and reorganization of facilities.  In
the Prior Quarter, one-time  transition  expenses  related to acquisitions were
$0.5 million and $0.4 million related to the shutdown  of the Arlington Heights
facility.

INTEREST EXPENSE.  Interest expense increased $2.3 million to $11.6 million for
the Quarter compared to $9.3 million for the Prior Quarter primarily due to the
issuance  of  $75.0  million of 11% Senior Subordinated Notes  to  support  the
Cardinal acquisition.

INCOME TAX. For the Quarter, the Company recorded income tax expense of $12,000
compared  to  income tax expense of $0.2 million 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  $6.3 million for the Quarter
compared to a net loss of $0.1 million for the Prior  Quarter  for  the reasons
discussed above.

LIQUIDITY AND SOURCES OF CAPITAL

Net cash used by operating activities was $0.6 million for the Quarter compared
to  the Prior Quarter in which operating activities provided net cash  of  $4.1
million.   The  decrease  is  primarily the result of higher raw material costs
with net income before depreciation  and  amortization  decreasing $4.3 million
from the Prior Quarter.

Capital spending of $7.3 million for the Quarter represents an increase of $0.7
million from the Prior Quarter.  The Quarter's capital spending  included $3.8
million  for  buildings  and systems, $1.5 million for molds, $0.7 million  for
molding and printing machines,  and  $1.3  million  for accessory equipment and
systems.

Net  cash  provided by financing activities was $8.0 million  for  the  Quarter
compared to  $4.4  million for the Prior Quarter.  The increase of $3.6 million
can be attributed to increased borrowings under the Credit Facility's revolving
line of credit to finance  the  increased  capital  spending  and bond interest
payments related to the Cardinal 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 substantial funds  available  under  the  Credit
Facility.   However,   the   Company  cannot  predict  its  future  results  of
operations.  At April 1, 2000, the Company's cash balance was $2.7 million, and
Berry had unused borrowing capacity  under the Credit Facility's borrowing base
of approximately $17.8 million.

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  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 DECEMBER 15, 1999, HOLDING  ISSUED  APPROXIMATELY $7.0 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  CAN  NOT  ASSURE YOU THAT THEN-CURRENT  MARKET
CONDITIONS WOULD PERMIT HOLDING TO CONSUMMATE A REFINANCING OR EQUITY OFFERING.

<PAGE>
IMPACT OF YEAR 2000

The Company has been modifying or replacing portions of its software since 1991
so that its computer systems will function properly  with  respect  to dates in
the  Year  2000 and thereafter.  Because this process was commenced early,  the
costs incurred  to  address  this  issue  in  any  single  year  have  not been
significant.   The  Company's  current  business  applications  are  Year  2000
compliant.  Acquired businesses are converted to the Company's applications for
Year  2000  compliance and consistency in applications and reporting.  The most
recent  acquired  businesses,  Knight  and  Cardinal,  were  converted  to  the
Company's applications by March 1, 1999 and January 10, 2000, respectively.

However,  the  Company  is  currently  in  the process of replacing its current
business software with another Year 2000 compliant  package.   This replacement
is  not due to any Year 2000 issues, but is needed to accommodate  the  changes
that have been experienced in the business due to acquisitions in recent years.
The anticipated  cost  of  this  conversion is about $2.8 million of which $2.6
million has been paid through April  1,  2000.   The  accounting  phase of this
conversion was completed for all plants in January 1999.  The remaining  phases
are scheduled to be completed by the end of 2000.

The  Company  believes  it  has  an  effective  program in place to resolve all
internal  Year 2000 issues and that all such issues  were  adequately  resolved
prior to January  1,  2000.   An  inventory  of computer based systems has been
compiled and verified through testing and supplier  verification.   The Company
replaced  the  voicemail  system  in the Lawrence plant for about $80,000.   In
addition, the computer on the palletizer  in the Woodstock plant has been back-
dated, which has not had any impact on operations.   This  system is planned to
be upgraded by the end of 2000.  The anticipated cost of this  upgrade is about
$13,000.   No  internal  Year  2000 problems have been experienced to  date  by
the Company.

The major Year 2000 risk that the  Company  faces is the Year 2000 readiness of
external suppliers of goods and services.  This  could have material disruption
in our ability to produce and deliver product should there be major disruptions
in the economy or failure of key suppliers.  While  it is impossible to account
for  the  effectiveness  of every supplier's Year 2000 efforts,  the  following
steps have been completed:

  (  Identified  key  suppliers,  which  include  suppliers  of  raw  material,
    banking, transportation, service, and utility providers and surveying these
    suppliers as to their Year 2000 status;
  ( Identified which suppliers are not compliant or at risk; and
  ( Engaged  in  risk  assessment   and  contingency  planning  for  these  key
    suppliers.

The Company completed a survey of 304  "key  suppliers" to determine their Year
2000 status.  The Company did not identify any suppliers who were not Year 2000
compliant  or  at risk.  The Company does not currently  have  any  contingency
plans in place.   The  Company  has not experienced any Year 2000 problems with
any suppliers to date.

Management believes that the Company  has  effectively  resolved  any potential
Year 2000 problems, has not experienced any Year 2000 problems to date and does
not  currently  expect  to incur any additional costs for Year 2000 compliance.
However, the Company may  not  have  identified  and  remedied  all  Year  2000
problems.  If any Year 2000 issues arise, any remediation efforts could involve
significant  time  and  expense  and  may have a material adverse effect on our
business.
<PAGE>
      PART II.  OTHER INFORMATION

      ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         By Written Consent in Lieu of a Meeting of the Stockholders of BPC
         Holding Corporation dated February 29, 2000, the stockholders (i)
         re-elected the following members to the Board of Directors:  Roberto
         Buaron, David M. Clarke, Lawrence G. Graev, Donald J. Hofmann, Jr.,
         Martin R. Imbler, Joseph S. Levy and Matthew J. Lori, who comprise
         the entire board and were all board members prior to the election,
         and (ii) approved the increase in the number of shares available for
         issuance under Holding's 1996 Stock Option Plan from 51,620 to 61,620.


	ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

             None

         (b) Reports on Form 8-K:

             None

<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.
                                Venture Packaging Southeast, Inc.
                                Knight Plastics, Inc.
                                CPI Holding Corporation
                                Cardinal Packaging, Inc.
                                Berry Plastics Acquisition Corporation II
                                Poly-Seal Corporation
                                Berry Plastics Acquisition Corporation III


May 15, 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
                                Berry Plastics U.K. Limited
                                Norwich Acquisition Limited

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