EXHIBIT 31.2


I, James M. Kratochvil, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of BPC Holding
Corporation and Berry Plastics Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary 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 quarterly
report;

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

4.    The registrants' 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)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrants 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
            registrants, including their consolidated subsidiaries, is made
            known to us by others within those entities, particularly during
            the period in which this quarterly report is being prepared;

         b) Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

         c) Evaluated the effectiveness of the registrants' disclosure controls
            and procedures and presented in this quarterly 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

         d) Disclosed in this report any change in the registrants' internal
            control over financial reporting that occurred during the
            registrants' most recent fiscal quarter (the registrants' fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrants' internal control over financial reporting; and

5.    The registrants' other certifying officer and I have disclosed, based on
         our most recent evaluation of internal control over financial
         reporting, to the registrants' auditors and the audit committee of the
         registrants' 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 registrants' 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 registrants'
            internal control over financial reporting.



Date: May 10, 2005                        /s/ James M. Kratochvil
                                          --------------------------------------
                                          James M. Kratochvil
                                          Executive Vice-President, Chief
                                          Financial Officer, Treasurer
                                          and Secretary