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       EXHIBIT 31.2 -- SARBANES-OXLEY ACT OF 2002, SEC.302 CERTIFICATION

I, Andrew A. Campbell, the Chief Financial Officer of Pactiv Corporation (the
"company"), certify that:

     1. I have reviewed this report on Form 10-K/A of Pactiv Corporation;

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

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

     4. The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the
        registrant and have:

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

        (b) Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

        (c) Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has been materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

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

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

        (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date: March 16, 2004

/s/ ANDREW A. CAMPBELL
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Andrew A. Campbell
Principal Financial Officer