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                                                                    EXHIBIT 31.2

                                 CERTIFICATION

I, Andrew A. Campbell, the principal financial officer of Pactiv Corporation
(the "company"), certify that:

     1. I have reviewed this annual report on Form 10-K/A(2) for the company;

     2. Based on my knowledge, this annual 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 annual report;

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

     4. The company's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the company and
        have:

        (a) Designed such disclosure controls and procedures to ensure that
            material information relating to the company, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

        (b) Evaluated the effectiveness of the company's disclosure controls and
            procedures as of a date within 90 days prior to the filing date of
            this annual report (the "Evaluation Date"); and

        (c) Presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

     5. The company's other certifying officer and I have disclosed, based on
        our most recent evaluation, to the company's auditors and the audit
        committee of the company's board of directors:

        (a) All significant deficiencies in the design or operation of internal
            controls which could adversely affect the company's ability to
            record, process, summarize, and report financial data and have
            identified for the company's auditors any material weaknesses in
            internal controls; and

        (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the company's
            internal controls; and

     6. The company's other certifying officer and I have indicated in this
        annual report whether or not there were significant changes in internal
        controls or in other factors that could significantly affect internal
        controls subsequent to the date of our most recent evaluation, including
        any corrective actions with regard to significant deficiencies and
        material weaknesses.

Date: January 31, 2005

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