UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): ~~October~~ November 1526, 2012

BERRY PLASTICS CORPORATION (Exact name of Registrant as specified in its charter)
Delaware (State of Incorporation)	033-75706-01 (Commission File ~~Number~~Numbers)	35-1814673 (I.R.S. Employer Identification No.)	~~35-1814673 (I.R.S. Employer Identification No.)~~
101 Oakley Street Evansville, Indiana (Address of principal executive offices)		47710 (Zip Code)
(812) 424-2904 (Registrant’s telephone number, including area code)
N/A (Former Name or Former Address, if Changed Since Last Report)

101 Oakley Street

Evansville, Indiana

(Address of principal executive offices)

47710

(Zip Code)

(812) 424-2904

(Registrant’s telephone number, including area code)

N.A.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.02 Results ~~Termination~~ of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement; Item 8~~Condition.~~01 Other Events.~~

On ~~October~~November 1526, 2012, Berry Plastics Corporation (the “Company”), aannounced ~~wholly~~certain ~~owned~~information ~~subsidiary~~related ofto ~~Berry Plastics~~its ~~Group,~~results ~~Inc. (“Berry Parent”), redeemed all~~ of ~~the~~operations Company’s outstanding 11% Senior Subordinated Secured Notes due 2016 (the “11% Notes”). Immediately before the redemption, $454,563,354 aggregate principal amount of the 11% Notes was outstanding. The redemption price for the ~~11%~~September ~~Notes~~quarter ~~was 100% of the aggregate principal amount redeemed plus (i) a premium of approximately $13 million as provided for in the indenture governing the 11% Notes~~ and ~~(ii) approximately~~fiscal $4year ~~million~~ending inon ~~accrued~~September ~~and~~29, ~~unpaid interest~~2012. The ~~Company~~press ~~used~~release ~~$440 million~~regarding ofthis ~~net~~announcement ~~proceeds~~is ~~from~~furnished ~~the~~as ~~initial~~Exhibit ~~public offering of Berry Parent and cash on hand to redeem the 11% Notes~~99.1 ~~Upon the redemption, the indenture and supplemental indentures governing the 11% Notes were terminated~~hereto.

~~SIGNATURE~~The information in Item 2.02 of this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~Pursuant~~Item to9.01 Financial ~~the~~Statements ~~requirements~~and ~~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.~~Exhibits

~~BERRY~~(d) ~~PLASTICS CORPORATION~~Exhibits

~~Date: October~~Exhibit ~~19,~~99.1 News ~~2012 By: /s/~~Release ~~Jeffrey~~issued D.by ~~Thompson~~ the Company dated November 26, 2012.

~~Name: Jeffrey D. Thompson~~SIGNATURE

~~Title: Executive~~Pursuant ~~Vice~~to ~~President~~the ~~and~~requirements ~~Chief~~of ~~Legal~~the ~~Officer~~ Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BERRY PLASTICS CORPORATION

Date: November 26, 2012	By:	/s/ James M. Kratochvil
	Name: James M. Kratochvil Title: Chief Financial Officer (Principal Financial Accounting Officer)

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