SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): November 29, 2005
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                               PACTIV CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
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         (State or other jurisdiction of incorporation or organization)

1-15157                                                               36-2552989
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(Commission File Number)                        (IRS Employer Identification No)


               1900 West Field Court, Lake Forest, Illinois 60045
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               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (847) 482-2000





ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Acceleration of Vesting of Stock Options

    At its meetings on November 28, 2005, the Compensation/Nominating/Governance
Committee and the Board of Directors decided to replace generally stock options
as a part of the Company's long-term compensation program with performance
shares under the Company's Performance Share program. The primary purposes for
this change are to more closely align long-term incentive compensation with the
Company's actual performance measured by the performance drivers under the
Performance Share program, currently earnings per share and return on capital
invested, and more accurately reflect the expense of such compensation in the
Company's income statement. As part of this shift away from stock options to
performance shares, the Board accelerated the vesting of all unvested stock
options, representing 1,567,088 shares, to November 28, 2005, in order not to
distort the true expense of its long-term incentive compensation program going
forward. This includes stock options held by the named executive officers.
Because the exercise prices of substantially all such options were above the
market value of the common stock on November 28, 2005, the Company will record
negligible expense from this action.





                                   SIGNATURES
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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 hereunto duly authorized.

Date:  November 29, 2005

PACTIV CORPORATION


By: /s/ James V. Faulkner, Jr.
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    James V. Faulkner, Jr.
    Vice President and General Counsel