EXHIBIT 23.2

                               PACTIV CORPORATION
          EXPLANATION CONCERNING ABSENCE OF CURRENT WRITTEN CONSENT OF
                               ARTHUR ANDERSEN LLP


         Section 11(a) of the Securities Act of 1933, as amended, provides that
if part of a registration statement at the time it becomes effective contains an
untrue statement of a material fact, or omits a material fact required to be
stated therein necessary to make the statements therein not misleading, any
person acquiring a security pursuant to such registration statement (unless it
is proved that at the time of such acquisition such person knew of such untruth
or omission) may assert a claim against, among others, an accountant who has
consented to be named as having certified any part of the registration statement
or as having prepared any report for use in connection with the registration
statement.

         On March 20, 2002, Pactiv Corporation ("Pactiv") dismissed Arthur
Andersen LLP ("AALLP") as its independent auditors. On August 31, 2002, AALLP
voluntarily relinquished all of its permits and is no longer licensed to
practice as a public accountant. As a result, after reasonable efforts, Pactiv
has been unable to obtain AALLP's written consent to the incorporation by
reference from Pactiv's Annual Report on Form 10-K for the year ended December
31, 2002, of AALLP's audit report with respect to Pactiv's financial statements
as of December 31, 2001 and for the three years then ended, which by inclusion
in such Form 10-K would be incorporated by reference into previously filed
Registration Statements of Pactiv under the Securities Act.

         Under these circumstances, Rule 437a under the Securities Act of 1933
permits Pactiv to file this Annual Report on Form 10-K without a written consent
from AALLP. However, as a result, AALLP will not have any liability under
Section 11(a) of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by AALLP or any omissions of a
material fact required to be stated therein. Accordingly, individuals, their
successors or assigns may be unable to assert a claim against AALLP under
Section 11(a) of the Securities Act with respect to such financials. Pactiv
believes, however, that other persons who may be liable under Section 11(a) of
the Securities Act, including the company's officers and directors, may still
rely on AALLP's audit reports as being made by an expert under the due diligence
defense provision of Section 11(b) of the Securities Act.