UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

October 15, 2005
Date of Report (Date of earliest event reported)

PORTOLA PACKAGING, INC.

(Exact name of registrant as specified in its charter)


Delaware	033-95318	94-1582719

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

951 Douglas Road
Batavia, IL 60510

(Address of principal executive offices, including zip code)

(630)406-8440

(Registrant’s telephone number, including area code)

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:


o		Written communications pursuant to Rule 425 under the Securities Act


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act


o		Pre-Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


o		Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 15, 2005 Portola Packaging, Inc. and Jack Watts, a director of the company, entered into an agreement to pay Mr. Watts $254,682 and his COBRA benefit related to the end of his employment as Chairman of the Board of the company on June 21, 2005.

SIGNATURE

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.


		Portola Packaging, Inc.

Dated: October 18, 2005		By: Michael T. Morefield


		/s/ Michael T. Morefield

		Michael T. Morefield Senior Vice President and Chief Financial Officer

PORTOLA PACKAGING INC 8-K