<PAGE>
    As filed with the Securities and Exchange Commission on November 8, 2002
                                                        File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                               PACTIV CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             DELAWARE                                   36-2552928
   (STATE OR OTHER JURISDICTION            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 OF INCORPORATION OR ORGANIZATION)

        1900 WEST FIELD COURT                             60045
        LAKE FOREST, ILLINOIS                           (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (847) 482-2000

                               PACTIV CORPORATION
                        2002 INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                             JAMES V. FAULKNER, JR.
                                 GENERAL COUNSEL
                              1900 WEST FIELD COURT
                           LAKE FOREST, ILLINOIS 60045
                                 (847) 482-2000
                               (AGENT FOR SERVICE)

                                ---------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                          Proposed Maximum    Proposed Maximum
                                                           Offering Price        Aggregate
    Title of Securities to be          Amount to be        Per Share (1)     Offering Price (1)       Amount of
           Registered                   Registered                                               Registration Fee (2)
---------------------------------- --------------------- ------------------- ------------------- ---------------------
<S>                                     <C>                <C>                <C>                 <C>
Common Stock, par value $.01 per
share (including related                13,500,000              $20.03           $270,405,000          $2,125.84
preferred stock purchase rights)
======================================================================================================================
</TABLE>


(1)  Estimated solely for the purpose of computing the registration fee on the
     basis of the average of the high and low prices for the shares of Common
     Stocks as reported on the New York Stock Exchange on November 5, 2002.

(2)  Pursuant to Rule 457(p), the Registration Fee with respect to 10,103,658
     shares of Common Stock was previously paid in connection with Pactiv
     Corporation (fka Tenneco Packaging Inc.) Registration Statement No.
     333-90335 (filed November 4, 1999) in the amount of $22,751.42, which
     amount is being offset against the currently due filing fee. Upon the
     filing of this Registration Statement, Registration Statement No. 333-90335
     is hereby withdrawn.

================================================================================


<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have heretofore been filed by Pactiv Corporation
(the "Company" or "Registrant") with the Securities and Exchange Commission are
incorporated by reference herein and shall be deemed to be a part hereof:

         (a)      Form 10-K for the year ended December 31, 2001;

         (b)      Form 10-Q for the quarter ended March 31, 2002;

         (c)      Form 8-K filed April 25, 2002;

         (d)      Form 10-Q for the quarter ended June 30, 2002;

         (e)      Forms 8-K and 8-K/A filed August 9, 2002; and

         (d)      The description of the Company's shares of common stock, par
                  value $0.01 per share (the "Common Stock") and preferred stock
                  purchase rights contained in the Company's registration
                  statement on Form 10-12b/A filed on October 18, 1999.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters regarding shares of Common Stock offered hereby will be
passed upon for the Company by James V. Faulkner, Jr., General Counsel of the
Company. Mr. Faulkner beneficially owns 378,967 shares of Common Stock of the
Company (including options to purchase 321,588 shares of Common Stock of the
Company, which options are either presently exercisable or exercisable within 60
days).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                      Elimination of Liability of Directors

         The Certificate of Incorporation of the Company (the "Certificate")
provides that a director of the Company will not be liable to the Company or its
shareowners for monetary



<PAGE>

damages for breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted under the
General Corporation Law of the State of Delaware ("DGCL") as the same exists or
may thereafter be amended. Based on the DGCL, as presently in effect, a director
of the Company will not be personally liable to the Company or its shareowners
for monetary damages for breach of fiduciary duty as a director, except for
liability:

         -    for any breach of the director's duty of loyalty to the Company
              or its shareowners;

         -    for acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;

         -    under Section 174 of the DGCL, which concerns unlawful payments
              of dividends, stock purchases or redemptions; or

         -    for any transactions from which the director derived an improper
              personal benefit.

         While the Certificate provides directors with protection from awards
for monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the availability
of equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions of the Certificate described
above apply to an officer of the Company only if he or she is a director of the
Company and is acting in his or her capacity as director and do not apply to
officers of the Company who are not directors.

                   Indemnification of Directors and Officers

         The Bylaws of the Company (the "Bylaws") provide that the Company will
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may thereafter be amended, any person (a "Covered
Person") who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director or
officer of the Company or, while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or agent
of another company or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses, including attorneys' fees,
reasonably incurred by that Covered Person. The Bylaws also provide that,
notwithstanding the foregoing, but except as described in the second following
paragraph, the Company will be required to indemnify a Covered Person in
connection with a proceeding or part thereof commenced by that Covered Person
only if the commencement of the proceeding or part thereof by the Covered Person
was authorized by the Board.

         The Bylaws further provide that the Company will pay the expenses
including attorneys' fees incurred by a Covered Person in defending any
proceeding in advance of its final disposition; provided, however, that, to the
extent required by law, the payment of expenses in advance of the final
disposition of the proceeding will be made only upon receipt of an undertaking
by that Covered Person to repay all amounts advanced if it should be ultimately

<PAGE>

determined that the Covered Person is not entitled to be indemnified under the
relevant section of the Bylaws or otherwise.

         Pursuant to the Bylaws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Covered Person has been received by the Company, the Covered
Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, will be entitled to be paid the expense of
prosecuting such claim. The Bylaws provide that, in any such action, the Company
will have the burden of proving that the Covered Person is not entitled to the
requested indemnification or payment of expenses under applicable law.

         The Bylaws also provide:

         -     that the rights conferred on any Covered Person thereby are not
               exclusive of any other rights which that Covered Person may have
               or thereafter acquire under any statute, provision of the
               Certificate, the Bylaws, agreement, vote of shareowners or
               disinterested directors or otherwise;

         -     that the Company's obligation, if any, to indemnify or to advance
               expenses to any Covered Person who was or is serving at its
               request as a director, officer, employee or agent of another
               company, partnership, joint venture, trust, enterprise or
               nonprofit entity will be reduced by any amount that Covered
               Person may collect as indemnification or advancement of expenses
               from such other company, partnership, joint venture, trust,
               enterprise or nonprofit enterprise; and

         -     that any repeal or modification of the relevant provisions of the
               Bylaws will not adversely affect any right or protection
               thereunder of any Covered Person in respect of any act or
               omission occurring prior to the time of such repeal or
               modification.

         The Bylaws also expressly state that the provisions thereof will not
limit the Company's right, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Covered Persons when and
as authorized by appropriate corporate action.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

A.       Incorporation by Reference.

The undersigned registrant hereby undertakes:

<PAGE>


         1.    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

               provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to section 13
               or section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

         2.    That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         3.    To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

B.       Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



<PAGE>

C.       Indemnification of Directors and Officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.














<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Pactiv Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Lake
Forest, State of Illinois, on November 8, 2002.

                                           PACTIV CORPORATION

                                           By   /s/ Richard L. Wambold
                                                --------------------------------
                                                Richard L. Wambold
                                                Chairman, President and Chief
                                                Executive Officer



<PAGE>
                            SPECIAL POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of Pactiv Corporation, a
Delaware corporation, and the undersigned directors and officers of Pactiv
Corporation hereby constitutes and appoints Richard L. Wambold and James V.
Faulkner, Jr. his, her or its true and lawful attorneys-in-fact and agents, for
him, her or it and in his, her or its name, place and stead, in any and all
capacities, with full power to act alone, to sign any and all amendments to this
report, and to file each such amendment to this report, with all exhibits
thereto, and any and all documents in connection therewith, with the Securities
and Exchange Commission, hereby granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he, she or it might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them may lawfully do or cause to be done by virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
               Signature                                      Title                                  Date
               ---------                                      -----                                  ----
<S>                                           <C>                                              <C>
/s/ Richard L. Wambold                        Chairman, President, Chief Executive             November 7, 2002
---------------------------------------       Officer and Director (principal
          Richard L. Wambold                  executive officer)

/s/ Andrew A. Campbell                        Chief Financial Officer (principal               November 7, 2002
---------------------------------------       financial and accounting officer)
         Andrew A. Campbell

/s/ Larry D. Brady                                           Director                          November 7, 2002
---------------------------------------
         Larry D. Brady

                                                             Director
---------------------------------------
         Robert J. Darnall

/s/ Mary R. (Nina) Henderson                                 Director                          November 7, 2002
---------------------------------------
       Mary R. (Nina) Henderson

/s/ Roger B. Porter                                          Director                          November 7, 2002
---------------------------------------
         Roger B. Porter

/s/ Paul T. Stecko                                           Director                          November 7, 2002
---------------------------------------
         Paul T. Stecko

/s/ Norman H. Wesley                                         Director                          November 7, 2002
---------------------------------------
         Norman H. Wesley
</TABLE>




<PAGE>
                                INDEX TO EXHIBITS


Exhibit
Number         Description of Document
------         -----------------------

4.1            Restated Certificate of Incorporation of the registrant
               (incorporated herein by reference to Exhibit 3.1 to Pactiv
               Corporation's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999, File No. 1-15157).

4.2            Amended and Restated By-laws of the registrant (incorporated
               herein by reference to Exhibit 3.2 to Pactiv Corporation's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1999, File No. 1-15157).

4.3            Specimen Stock Certificate of Pactiv Corporation Common Stock
               (incorporated herein by reference to Exhibit 4.1 to Pactiv
               Corporation's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999, File No. 1-15157).

4.4            Qualified Offer Plan Rights Agreement, dated as of November 4,
               1999, by and between the registrant and First Chicago Trust
               Company of New York, as Rights Agent (incorporated herein by
               reference to Exhibit 4.2 to Pactiv Corporation's Quarterly Report
               on Form 10-Q for the quarter ended September 30, 1999, File No.
               1-15157).

*4.4(a)        Amendment No. 1 to Rights Agreement, dated as of November 7,
               2002, by and between the registrant and National City Bank, as
               Rights Agent.

4.5(a)         Indenture, dated September 29, 1999, by and between the
               registrant and The Chase Manhattan Bank, as Trustee (incorporated
               herein by reference to Exhibit 4.1 to Tenneco Packaging Inc.'s
               Registration Statement on Form S-4, File No. 333-82923).

4.5(b)         First Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(b) to Pactiv Corporation's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1999,
               File No. 1-15157).

4.5(c)         Second Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(c) to Pactiv Corporation's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1999,
               File No. 1-15157).

4.5(d)         Third Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(d) to Pactiv

<PAGE>


               Corporation's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999, File No. 1-15157).

4.5(e)         Fifth Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(f) to Pactiv Corporation's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1999,
               File No. 1-15157).

4.6            Registration Rights Agreement, dated as of November 4, 1999, by
               and between the registrant and the trustees under the Pactiv
               Corporation Rabbi Trust (incorporated herein by reference to
               Exhibit 4.4 to Pactiv Corporation's Quarterly Report on Form 10-Q
               for the quarter ended September 30, 1999, File No. 1-15157).

*4.7           Pactiv Corporation 2002 Incentive Compensation Plan

*5             Opinion of James V. Faulkner, Jr. Esq. regarding the Common Stock
               of the Registrant

*23.1          Statement regarding Consent of Arthur Andersen LLP

*23.2          Consent of James V. Faulkner, Jr. Esq. (included in opinion filed
               as Exhibit 5 hereto)

*24            Power of Attorney (included on the signature page hereto)



*/             Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "c72892sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24551}]
{"company-data": {"conformed-name": "PACTIV CORP", "cik": "0001089976", "assigned-sic": "2673", "irs-number": "362552989", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101121", "film-number": "02814818"}, "business-address": {"street1": "1900 WEST FIELD CT", "city": "LAKE FOREST", "state": "IL", "zip": "60045", "phone": "8474822000"}, "mail-address": {"street1": "1900 WEST FIELD CT", "city": "LAKE FOREST", "state": "IL", "zip": "60045"}, "former-company": {"former-conformed-name": "TENNECO PACKAGING INC", "date-changed": "19990706"}}
As filed with the Securities and Exchange Commission on November 8, 2002
                                                        File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                               PACTIV CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                   36-2552928
   (STATE OR OTHER JURISDICTION            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 OF INCORPORATION OR ORGANIZATION)

        1900 WEST FIELD COURT                             60045
        LAKE FOREST, ILLINOIS                           (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (847) 482-2000

                               PACTIV CORPORATION
                        2002 INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                             JAMES V. FAULKNER, JR.
                                 GENERAL COUNSEL
                              1900 WEST FIELD COURT
                           LAKE FOREST, ILLINOIS 60045
                                 (847) 482-2000
                               (AGENT FOR SERVICE)

                                ---------------

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                          Proposed Maximum    Proposed Maximum
                                                           Offering Price        Aggregate
    Title of Securities to be          Amount to be        Per Share (1)     Offering Price (1)       Amount of
           Registered                   Registered                                               Registration Fee (2)
---------------------------------- --------------------- ------------------- ------------------- ---------------------
Common Stock, par value $.01 per
share (including related                13,500,000              $20.03           $270,405,000          $2,125.84
preferred stock purchase rights)
======================================================================================================================
(1)  Estimated solely for the purpose of computing the registration fee on the
     basis of the average of the high and low prices for the shares of Common
     Stocks as reported on the New York Stock Exchange on November 5, 2002.

(2)  Pursuant to Rule 457(p), the Registration Fee with respect to 10,103,658
     shares of Common Stock was previously paid in connection with Pactiv
     Corporation (fka Tenneco Packaging Inc.) Registration Statement No.
     333-90335 (filed November 4, 1999) in the amount of $22,751.42, which
     amount is being offset against the currently due filing fee. Upon the
     filing of this Registration Statement, Registration Statement No. 333-90335
     is hereby withdrawn.

================================================================================
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have heretofore been filed by Pactiv Corporation
(the "Company" or "Registrant") with the Securities and Exchange Commission are
incorporated by reference herein and shall be deemed to be a part hereof:

         (a)      Form 10-K for the year ended December 31, 2001;

         (b)      Form 10-Q for the quarter ended March 31, 2002;

         (c)      Form 8-K filed April 25, 2002;

         (d)      Form 10-Q for the quarter ended June 30, 2002;

         (e)      Forms 8-K and 8-K/A filed August 9, 2002; and

         (d)      The description of the Company's shares of common stock, par
                  value $0.01 per share (the "Common Stock") and preferred stock
                  purchase rights contained in the Company's registration
                  statement on Form 10-12b/A filed on October 18, 1999.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters regarding shares of Common Stock offered hereby will be
passed upon for the Company by James V. Faulkner, Jr., General Counsel of the
Company. Mr. Faulkner beneficially owns 378,967 shares of Common Stock of the
Company (including options to purchase 321,588 shares of Common Stock of the
Company, which options are either presently exercisable or exercisable within 60
days).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                      Elimination of Liability of Directors

         The Certificate of Incorporation of the Company (the "Certificate")
provides that a director of the Company will not be liable to the Company or its
shareowners for monetary
damages for breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted under the
General Corporation Law of the State of Delaware ("DGCL") as the same exists or
may thereafter be amended. Based on the DGCL, as presently in effect, a director
of the Company will not be personally liable to the Company or its shareowners
for monetary damages for breach of fiduciary duty as a director, except for
liability:

         -    for any breach of the director's duty of loyalty to the Company
              or its shareowners;

         -    for acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;

         -    under Section 174 of the DGCL, which concerns unlawful payments
              of dividends, stock purchases or redemptions; or

         -    for any transactions from which the director derived an improper
              personal benefit.

         While the Certificate provides directors with protection from awards
for monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the availability
of equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions of the Certificate described
above apply to an officer of the Company only if he or she is a director of the
Company and is acting in his or her capacity as director and do not apply to
officers of the Company who are not directors.

                   Indemnification of Directors and Officers

         The Bylaws of the Company (the "Bylaws") provide that the Company will
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may thereafter be amended, any person (a "Covered
Person") who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director or
officer of the Company or, while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or agent
of another company or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses, including attorneys' fees,
reasonably incurred by that Covered Person. The Bylaws also provide that,
notwithstanding the foregoing, but except as described in the second following
paragraph, the Company will be required to indemnify a Covered Person in
connection with a proceeding or part thereof commenced by that Covered Person
only if the commencement of the proceeding or part thereof by the Covered Person
was authorized by the Board.

         The Bylaws further provide that the Company will pay the expenses
including attorneys' fees incurred by a Covered Person in defending any
proceeding in advance of its final disposition; provided, however, that, to the
extent required by law, the payment of expenses in advance of the final
disposition of the proceeding will be made only upon receipt of an undertaking
by that Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under the
relevant section of the Bylaws or otherwise.

         Pursuant to the Bylaws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Covered Person has been received by the Company, the Covered
Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, will be entitled to be paid the expense of
prosecuting such claim. The Bylaws provide that, in any such action, the Company
will have the burden of proving that the Covered Person is not entitled to the
requested indemnification or payment of expenses under applicable law.

         The Bylaws also provide:

         -     that the rights conferred on any Covered Person thereby are not
               exclusive of any other rights which that Covered Person may have
               or thereafter acquire under any statute, provision of the
               Certificate, the Bylaws, agreement, vote of shareowners or
               disinterested directors or otherwise;

         -     that the Company's obligation, if any, to indemnify or to advance
               expenses to any Covered Person who was or is serving at its
               request as a director, officer, employee or agent of another
               company, partnership, joint venture, trust, enterprise or
               nonprofit entity will be reduced by any amount that Covered
               Person may collect as indemnification or advancement of expenses
               from such other company, partnership, joint venture, trust,
               enterprise or nonprofit enterprise; and

         -     that any repeal or modification of the relevant provisions of the
               Bylaws will not adversely affect any right or protection
               thereunder of any Covered Person in respect of any act or
               omission occurring prior to the time of such repeal or
               modification.

         The Bylaws also expressly state that the provisions thereof will not
limit the Company's right, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Covered Persons when and
as authorized by appropriate corporate action.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

A.       Incorporation by Reference.

The undersigned registrant hereby undertakes:
1.    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

               provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to section 13
               or section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

         2.    That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         3.    To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

B.       Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C.       Indemnification of Directors and Officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Pactiv Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Lake
Forest, State of Illinois, on November 8, 2002.

                                           PACTIV CORPORATION

                                           By   /s/ Richard L. Wambold
                                                --------------------------------
                                                Richard L. Wambold
                                                Chairman, President and Chief
                                                Executive Officer
SPECIAL POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of Pactiv Corporation, a
Delaware corporation, and the undersigned directors and officers of Pactiv
Corporation hereby constitutes and appoints Richard L. Wambold and James V.
Faulkner, Jr. his, her or its true and lawful attorneys-in-fact and agents, for
him, her or it and in his, her or its name, place and stead, in any and all
capacities, with full power to act alone, to sign any and all amendments to this
report, and to file each such amendment to this report, with all exhibits
thereto, and any and all documents in connection therewith, with the Securities
and Exchange Commission, hereby granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he, she or it might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them may lawfully do or cause to be done by virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature                                      Title                                  Date
               ---------                                      -----                                  ----
/s/ Richard L. Wambold                        Chairman, President, Chief Executive             November 7, 2002
---------------------------------------       Officer and Director (principal
          Richard L. Wambold                  executive officer)

/s/ Andrew A. Campbell                        Chief Financial Officer (principal               November 7, 2002
---------------------------------------       financial and accounting officer)
         Andrew A. Campbell

/s/ Larry D. Brady                                           Director                          November 7, 2002
---------------------------------------
         Larry D. Brady

                                                             Director
---------------------------------------
         Robert J. Darnall

/s/ Mary R. (Nina) Henderson                                 Director                          November 7, 2002
---------------------------------------
       Mary R. (Nina) Henderson

/s/ Roger B. Porter                                          Director                          November 7, 2002
---------------------------------------
         Roger B. Porter

/s/ Paul T. Stecko                                           Director                          November 7, 2002
---------------------------------------
         Paul T. Stecko

/s/ Norman H. Wesley                                         Director                          November 7, 2002
---------------------------------------
         Norman H. Wesley
INDEX TO EXHIBITS

Exhibit
Number         Description of Document
------         -----------------------

4.1            Restated Certificate of Incorporation of the registrant
               (incorporated herein by reference to Exhibit 3.1 to Pactiv
               Corporation's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999, File No. 1-15157).

4.2            Amended and Restated By-laws of the registrant (incorporated
               herein by reference to Exhibit 3.2 to Pactiv Corporation's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1999, File No. 1-15157).

4.3            Specimen Stock Certificate of Pactiv Corporation Common Stock
               (incorporated herein by reference to Exhibit 4.1 to Pactiv
               Corporation's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999, File No. 1-15157).

4.4            Qualified Offer Plan Rights Agreement, dated as of November 4,
               1999, by and between the registrant and First Chicago Trust
               Company of New York, as Rights Agent (incorporated herein by
               reference to Exhibit 4.2 to Pactiv Corporation's Quarterly Report
               on Form 10-Q for the quarter ended September 30, 1999, File No.
               1-15157).

*4.4(a)        Amendment No. 1 to Rights Agreement, dated as of November 7,
               2002, by and between the registrant and National City Bank, as
               Rights Agent.

4.5(a)         Indenture, dated September 29, 1999, by and between the
               registrant and The Chase Manhattan Bank, as Trustee (incorporated
               herein by reference to Exhibit 4.1 to Tenneco Packaging Inc.'s
               Registration Statement on Form S-4, File No. 333-82923).

4.5(b)         First Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(b) to Pactiv Corporation's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1999,
               File No. 1-15157).

4.5(c)         Second Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(c) to Pactiv Corporation's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1999,
               File No. 1-15157).

4.5(d)         Third Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(d) to Pactiv
Corporation's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999, File No. 1-15157).

4.5(e)         Fifth Supplemental Indenture, dated as of November 4, 1999, to
               Indenture dated as of September 29, 1999, between the registrant
               and The Chase Manhattan Bank, as Trustee (incorporated herein by
               reference to Exhibit 4.3(f) to Pactiv Corporation's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1999,
               File No. 1-15157).

4.6            Registration Rights Agreement, dated as of November 4, 1999, by
               and between the registrant and the trustees under the Pactiv
               Corporation Rabbi Trust (incorporated herein by reference to
               Exhibit 4.4 to Pactiv Corporation's Quarterly Report on Form 10-Q
               for the quarter ended September 30, 1999, File No. 1-15157).

*4.7           Pactiv Corporation 2002 Incentive Compensation Plan

*5             Opinion of James V. Faulkner, Jr. Esq. regarding the Common Stock
               of the Registrant

*23.1          Statement regarding Consent of Arthur Andersen LLP

*23.2          Consent of James V. Faulkner, Jr. Esq. (included in opinion filed
               as Exhibit 5 hereto)

*24            Power of Attorney (included on the signature page hereto)

*/             Filed herewith