AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2002

                                             REGISTRATION NO.  333-________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                    ___________________________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                    ___________________________________
                          BPC Holding Corporation
          (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
       DELAWARE                                      35-1813706
(State or other jurisdiction                      (I.R.S. Employer
    of incorporation or                         Identification Number)
       organization)
<S>           <C>                                            <C>
                          101 OAKLEY STREET
                      EVANSVILLE, INDIANA 47710
           (Address of registrant's principal executive offices)
</TABLE>


              BPC HOLDING CORPORATION 2002 STOCK OPTION PLAN
        BPC HOLDING CORPORATION KEY EMPLOYEE EQUITY INVESTMENT PLAN
                         (Full title of the plans)


                               IRA G. BOOTS
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          BPC HOLDING CORPORATION
                             101 OAKLEY STREET
                         EVANSVILLE, INDIANA 47710
                              (812) 424-2904
         (Name, address, and telephone number of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                         PROPOSED        PROPOSED
TITLE OF SECURITIES                      AMOUNT TO        MAXIMUM         MAXIMUM      AMOUNT OF
 TO BE REGISTERED                           BE            OFFERING       AGGREGATE    REGISTRATION
                                        REGISTERED         PRICE         OFFERING         FEE
                                           (1)           PER SHARE         PRICE
                                                            (2)
<S>                   <C>              <C>               <C>               <C>
Common stock, par value $0.01 per share  537,566 shares     $100        $53,756,600    $4,945.61

</TABLE>

           (1) Includes an indeterminate number of shares of common stock,
               par value $0.01 per share, of BPC Holding Corporation (the
                "Common Stock") that may be issued in the event of stock
             splits, stock dividends or similar transactions in accordance
              with Rule 416 of the Securities Act of 1933, as amended (the
               "Securities Act").  This Registration Statement registers
              100,000 shares of Common Stock that may be issued under the
              BPC Holding Corporation Key Employee Equity Investment Plan
              and 437,566 shares of Common Stock that may be issued under
                  the BPC Holding Corporation 2002 Stock Option Plan.
           (2) Estimated solely for the purpose of determining the
               registration fee pursuant to Rule 457(h) of the Securities
                                          Act.


<PAGE>


                                  PART I
                             EXPLANATORY NOTE


     This  Form  S-8  Registration  Statement  relates to 100,000 shares of
common stock of BPC Holding Corporation (the "Registrant"), par value $0.01
per share (the "Common Stock"), that may be issued  under  the  BPC Holding
Corporation Key Employee Equity Investment Plan (the "Investment Plan") and
437,566  shares  of  Common  Stock that may be issued under the BPC Holding
Corporation 2002 Stock Option Plan (the "Option Plan").

     The documents containing  information  specified  by  Part  I  of this
Registration  Statement will be delivered to participants in the Investment
Plan and recipients  of  awards  under the Option Plan as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities Act").  These
documents are not required to be filed  with  the SEC but constitute (along
with  the  documents  incorporated  by  reference  into  this  Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE


     BPC Holding Corporation ("BPC Holding") hereby incorporates by
reference the following documents that have been previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  BPC Holding's Annual Report filed on Form 10-K for the fiscal
          year ended December 29, 2001, filed with the Commission on March
          21, 2002, pursuant to the Securities Exchange Act of 1934, as
          amended (the "Exchange Act");

     (b)  BPC Holding's Quarterly Report on Form 10-Q for the fiscal
          quarter ended March 31, 2002, filed with the Commission on May 9,
          2002.

     (c)  BPC Holding's Current Report on Form 8-K filed with the
          Commission on June 26, 2002.

     (d)  BPC Holding's Current Report on Form 8-K filed with the
          Commission on July 31, 2002.

     All documents filed subsequent to the date hereof  by  the  Registrant
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
hereby  have  been  sold or which deregisters all securities then remaining
unsold, shall be deemed  to be incorporated herein by reference and to be a
part hereof from the date  of  the  filing (such documents and the document
set forth above being hereinafter referred to as "Incorporated Documents").
Any statement contained herein or in  an Incorporated Document deemed to be
incorporated  by  reference  herein shall  be  deemed  to  be  modified  or
superseded for purposes hereof  to  the  extent  that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement as so modified or superseded
shall not be deemed, except as so modified or superseded,  to  constitute a
part hereof.


<PAGE>

     ITEM 4.  DESCRIPTION OF SECURITIES


     General.  The Amended and Restated Certificate of Incorporation of the
Registrant (the "Certificate of Incorporation") authorizes the issuance of
5,000,000 shares of Common Stock.  The Investment Plan provides for the
issuance of up to 100,000 shares of Common Stock. The Option Plan provides
for the issuance of up to 437,566 shares of Common Stock.

     VOTING RIGHTS.  Holders of shares of Common Stock will be entitled to
one vote per share on all matters to be voted on by stockholders of the
Registrant.  Holders of shares of Common Stock will not have cumulative
voting rights.

     DIVIDENDS.  Holders of shares of Common Stock will be entitled to
receive ratably such dividends, if any, as are declared by the board of
directors of the Registrant out of funds legally available for the
declaration of dividends.

     LIQUIDATION.  In the event of the liquidation, dissolution or winding
up of the Registrant, holders of shares of Common Stock will be entitled to
share pro rata in the distribution of all of the Registrant's assets
available for distribution after satisfaction of all of the Registrant's
liabilities and all rights of holders of securities senior for this purpose
to the Common Stock.

     OTHER PROVISIONS.  A share of Common Stock received under the
Investment Plan or Option Plan generally does not entitle a holder to
preemptive or other subscription rights to purchase shares of Common Stock,
and there will be no conversion rights, redemption rights or sinking fund
provisions.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL


     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS


     As  permitted  by  Delaware  law,  the  Certificate  of  Incorporation
provides  that  no director will be personally liable to the Registrant  or
the Registrant's  stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability:

        *  for any breach of duty of loyalty to the Registrant or the
          Registrant's stockholders;

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

        *  for unlawful payment of dividends or unlawful stock repurchases
          or redemptions under Section 174 of the Delaware General
          Corporation Law; or

        *  for any transaction from which such director derived an improper
          personal benefit.

                                    2
<PAGE>

The Certificate of  Incorporation  also  provides  that  if Delaware law is
amended  to  permit  further  elimination  or  limitation  of the  personal
liability of directors, then the liability of a director of  the Registrant
will be eliminated or limited to the fullest extent permitted  by  Delaware
law.

     In addition, the Amended and Restated Bylaws of the Registrant (the
"Bylaws") provide that:

     *  the Registrant shall indemnify any person who is or was a party to
        any action, suit or proceeding by reason of the fact such person is
        or was a director, officer, employee or agent of the Registrant,
        against judgments or fines incurred if such person acted in good
        faith and in a manner such person reasonably believed to be in the
        best interests of the Registrant;

     *  the Registrant may be required to advance expenses to its directors
        and executive officers as incurred in connection with legal
        proceedings against them for which they may be indemnified; and

     *  the rights conferred in the Bylaws are not exclusive.

     The Registrant has purchased insurance on behalf of its directors and
officers against various liabilities that may be asserted against, or
incurred by, such persons in their capacities as directors or officers of
the Registrant, or that may arise out of their status as directors or
officers of the Registrant.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED


     Not applicable.

     ITEM 8.  EXHIBITS


EXHIBIT NO.         DESCRIPTION OF EXHIBIT

4.1*                Amended and Restated Certificate of Incorporation of the
                    Registrant

4.2*                Amended and Restated Bylaws of the Registrant

4.3*                BPC Holding Corporation Key Employee Equity Investment Plan

4.4*                Form of BPC Holding Corporation Key Employee Stock Purchase
                    Agreement

4.5*                Form of BPC Holding Corporation Secured Promissory Note and
                    Security Agreement

4.6*                Stockholders  Agreement,  dated  as of July  22,  2002,
                    among  BPC  Holding  Corporation and  the  stockholders
                    party thereto

4.7*                BPC Holding Corporation 2002 Stock Option Plan

                                    3
<PAGE>

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1*               Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent of Ernst & Young LLP, Independent Auditors

24*                 Power of Attorney (included in the signature pages of this
                    Registration Statement)

____________________
*  Filed herewith.


     ITEM 9.  UNDERTAKINGS


     The Registrant hereby undertakes:

          (a) 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;

               (ii) To reflect  in  the  prospectus  any  facts  or  events
          arising  after  the effective date of this 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 this Registration Statement;

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

     PROVIDED,  HOWEVER, that paragraphs (i) and (ii) do not apply  if  the
     information required to  be  included in a post-effective amendment by
     those  paragraphs is contained  in  periodic  reports  filed  with  or
     furnished  to  the  SEC  by  the  Registrant pursuant to Section 13 or
     Section 15(d) of the Exchange Act that  are  incorporated by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, 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.

          (c) 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.

          (d) That,  for the purpose of determining any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant
     to Section 13(a)  or  Section  15(d)  of  the  Exchange  Act  that  is
     incorporated  by  reference  in  this  Registration Statement shall be

                                    4

<PAGE>

     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.

     Insofar  as  indemnification   for   liabilities   arising  under  the
Securities  Act  may  be  permitted to directors, officers and  controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Registration Statement,  or otherwise, the Registrant has been advised
that  in the opinion of the SEC  such  indemnification  is  against  public
policy as expressed in the Securities Act 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
any of the Registrant's directors, officers and  controlling persons in the
successful defense of any action, suit or proceeding) is asserted by any of
the Registrant's directors, officers and controlling  persons in connection
with the securities being registered, the Registrant will,  unless  in  the
opinion  of  counsel  the matter has been settled by controlling precedent,
submit to a court of appropriate  jurisdiction  the  question  whether such
indemnification by the Registrant is against public policy as expressed  in
the  Securities  Act and will be governed by the final adjudication of such
issue.

                                    5

<PAGE>

                                SIGNATURES

     Pursuant to the  requirements  of  the  Securities Act, the Registrant
certifies that it has reasonable grounds to believe  that  it  meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to  be  signed  on  its behalf by the undersigned,
thereunto duly authorized, in the City of New  York,  State of New York, on
August 5, 2002.

                             BPC HOLDING CORPORATION


                             /S/ IRA G. BOOTS
                             _________________________________________
                             By: Ira G. Boots
                                 President and Chief Executive Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of the Registrant do
hereby constitute and appoint Ira G. Boots, James M. Kratochvil, and Mark W.
Miles each the lawful attorney-in-fact and agent of each of them with full
power and authority to do any and all acts and things and to execute any
and all instruments which said attorney and agent determine may be necessary or
advisable or required to enable the Registrant to comply with the Securities
Act and any rules or regulations or requirements of the SEC in connection
with this Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in
the capacities indicated below to (i) this Registration Statement, (ii) any
and all amendments and supplements to this Registration Statement and (iii)
any and all instruments or documents filed as part of or in conjunction with
this Registration Statement (and any amendments or supplements thereto).
Each of the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.

                                    6

<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
      SIGNATURE                             TITLE                           DATE
---------------------------  --------------------------------------  -----------------
<S>                         <C>                                         <C>
/s/ Joe Gleberman            Chairman of the Board of Directors        August 5, 2002
___________________________
    Joe Gleberman

/s/ Ira G. Boots             President, Chief Executive Officer        August 5, 2002
___________________________  and Director
    Ira G. Boots             (principal executive officer)

/s/ James M. Kratochvil      Chief Financial Officer, Treasurer        August 5, 2002
 __________________________  and Secretary
    James M. Kratochvil      (principal financial officer and
                             principal accounting officer)

/s/ Christopher C. Behrens   Director                                  August 5, 2002
___________________________
    Christopher C. Behrens

/s/ Patrick J. Dalton        Director                                  August 5, 2002
___________________________
    Patrick J. Dalton

/s/ Douglas F. Londal        Director                                  August 5, 2002
___________________________
    Douglas F. Londal

/s/ Mathew J. Lori           Director                                  August 5, 2002
___________________________
    Mathew J. Lori

</TABLE>

                                     7

<PAGE>
<TABLE>
<CAPTION>
<S>                 <C>
                             INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT

4.1*                Amended and Restated Certificate of Incorporation of the
                    Registrant

4.2*                Amended and Restated Bylaws of the Registrant

4.3*                BPC Holding Corporation Key Employee Equity Investment Plan

4.4*                Form of BPC Holding Corporation Key Employee Stock Purchase
                    Agreement

4.5*                Form of BPC Holding Corporation Secured Promissory Note and
                    Security Agreement

4.6*                Stockholders  Agreement,  dated  as of July  22,  2002,
                    among  BPC  Holding  Corporation and  the  stockholders
                    party thereto

4.7*                BPC Holding Corporation 2002 Stock Option Plan

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1*               Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent of Ernst & Young LLP, Independent Auditors

24*                 Power of Attorney (included in the signature pages of this
                    Registration Statement)

____________________
*  Filed herewith.

</TABLE>
                                     8

<PAGE>
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{"company-data": {"conformed-name": "BPC HOLDING CORP", "cik": "0000919465", "assigned-sic": "3089", "irs-number": "351814673", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97751", "film-number": "02721625"}, "business-address": {"street1": "101 OAKLEY ST", "street2": "P O BOX 959", "city": "EVANSVILLE", "state": "IN", "zip": "47710", "phone": "8124242904"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2002

                                             REGISTRATION NO.  333-________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                    ___________________________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                    ___________________________________
                          BPC Holding Corporation
          (Exact name of registrant as specified in its charter)
DELAWARE                                      35-1813706
(State or other jurisdiction                      (I.R.S. Employer
    of incorporation or                         Identification Number)
       organization)
101 OAKLEY STREET
                      EVANSVILLE, INDIANA 47710
           (Address of registrant's principal executive offices)
BPC HOLDING CORPORATION 2002 STOCK OPTION PLAN
        BPC HOLDING CORPORATION KEY EMPLOYEE EQUITY INVESTMENT PLAN
                         (Full title of the plans)

                               IRA G. BOOTS
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          BPC HOLDING CORPORATION
                             101 OAKLEY STREET
                         EVANSVILLE, INDIANA 47710
                              (812) 424-2904
         (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED
TITLE OF SECURITIES                      AMOUNT TO        MAXIMUM         MAXIMUM      AMOUNT OF
 TO BE REGISTERED                           BE            OFFERING       AGGREGATE    REGISTRATION
                                        REGISTERED         PRICE         OFFERING         FEE
                                           (1)           PER SHARE         PRICE
                                                            (2)
Common stock, par value $0.01 per share  537,566 shares     $100        $53,756,600    $4,945.61
(1) Includes an indeterminate number of shares of common stock,
               par value $0.01 per share, of BPC Holding Corporation (the
                "Common Stock") that may be issued in the event of stock
             splits, stock dividends or similar transactions in accordance
              with Rule 416 of the Securities Act of 1933, as amended (the
               "Securities Act").  This Registration Statement registers
              100,000 shares of Common Stock that may be issued under the
              BPC Holding Corporation Key Employee Equity Investment Plan
              and 437,566 shares of Common Stock that may be issued under
                  the BPC Holding Corporation 2002 Stock Option Plan.
           (2) Estimated solely for the purpose of determining the
               registration fee pursuant to Rule 457(h) of the Securities
                                          Act.
PART I
                             EXPLANATORY NOTE

     This  Form  S-8  Registration  Statement  relates to 100,000 shares of
common stock of BPC Holding Corporation (the "Registrant"), par value $0.01
per share (the "Common Stock"), that may be issued  under  the  BPC Holding
Corporation Key Employee Equity Investment Plan (the "Investment Plan") and
437,566  shares  of  Common  Stock that may be issued under the BPC Holding
Corporation 2002 Stock Option Plan (the "Option Plan").

     The documents containing  information  specified  by  Part  I  of this
Registration  Statement will be delivered to participants in the Investment
Plan and recipients  of  awards  under the Option Plan as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities Act").  These
documents are not required to be filed  with  the SEC but constitute (along
with  the  documents  incorporated  by  reference  into  this  Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     BPC Holding Corporation ("BPC Holding") hereby incorporates by
reference the following documents that have been previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  BPC Holding's Annual Report filed on Form 10-K for the fiscal
          year ended December 29, 2001, filed with the Commission on March
          21, 2002, pursuant to the Securities Exchange Act of 1934, as
          amended (the "Exchange Act");

     (b)  BPC Holding's Quarterly Report on Form 10-Q for the fiscal
          quarter ended March 31, 2002, filed with the Commission on May 9,
          2002.

     (c)  BPC Holding's Current Report on Form 8-K filed with the
          Commission on June 26, 2002.

     (d)  BPC Holding's Current Report on Form 8-K filed with the
          Commission on July 31, 2002.

     All documents filed subsequent to the date hereof  by  the  Registrant
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
hereby  have  been  sold or which deregisters all securities then remaining
unsold, shall be deemed  to be incorporated herein by reference and to be a
part hereof from the date  of  the  filing (such documents and the document
set forth above being hereinafter referred to as "Incorporated Documents").
Any statement contained herein or in  an Incorporated Document deemed to be
incorporated  by  reference  herein shall  be  deemed  to  be  modified  or
superseded for purposes hereof  to  the  extent  that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement as so modified or superseded
shall not be deemed, except as so modified or superseded,  to  constitute a
part hereof.
ITEM 4.  DESCRIPTION OF SECURITIES

     General.  The Amended and Restated Certificate of Incorporation of the
Registrant (the "Certificate of Incorporation") authorizes the issuance of
5,000,000 shares of Common Stock.  The Investment Plan provides for the
issuance of up to 100,000 shares of Common Stock. The Option Plan provides
for the issuance of up to 437,566 shares of Common Stock.

     VOTING RIGHTS.  Holders of shares of Common Stock will be entitled to
one vote per share on all matters to be voted on by stockholders of the
Registrant.  Holders of shares of Common Stock will not have cumulative
voting rights.

     DIVIDENDS.  Holders of shares of Common Stock will be entitled to
receive ratably such dividends, if any, as are declared by the board of
directors of the Registrant out of funds legally available for the
declaration of dividends.

     LIQUIDATION.  In the event of the liquidation, dissolution or winding
up of the Registrant, holders of shares of Common Stock will be entitled to
share pro rata in the distribution of all of the Registrant's assets
available for distribution after satisfaction of all of the Registrant's
liabilities and all rights of holders of securities senior for this purpose
to the Common Stock.

     OTHER PROVISIONS.  A share of Common Stock received under the
Investment Plan or Option Plan generally does not entitle a holder to
preemptive or other subscription rights to purchase shares of Common Stock,
and there will be no conversion rights, redemption rights or sinking fund
provisions.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As  permitted  by  Delaware  law,  the  Certificate  of  Incorporation
provides  that  no director will be personally liable to the Registrant  or
the Registrant's  stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability:

        *  for any breach of duty of loyalty to the Registrant or the
          Registrant's stockholders;

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

        *  for unlawful payment of dividends or unlawful stock repurchases
          or redemptions under Section 174 of the Delaware General
          Corporation Law; or

        *  for any transaction from which such director derived an improper
          personal benefit.

                                    2
The Certificate of  Incorporation  also  provides  that  if Delaware law is
amended  to  permit  further  elimination  or  limitation  of the  personal
liability of directors, then the liability of a director of  the Registrant
will be eliminated or limited to the fullest extent permitted  by  Delaware
law.

     In addition, the Amended and Restated Bylaws of the Registrant (the
"Bylaws") provide that:

     *  the Registrant shall indemnify any person who is or was a party to
        any action, suit or proceeding by reason of the fact such person is
        or was a director, officer, employee or agent of the Registrant,
        against judgments or fines incurred if such person acted in good
        faith and in a manner such person reasonably believed to be in the
        best interests of the Registrant;

     *  the Registrant may be required to advance expenses to its directors
        and executive officers as incurred in connection with legal
        proceedings against them for which they may be indemnified; and

     *  the rights conferred in the Bylaws are not exclusive.

     The Registrant has purchased insurance on behalf of its directors and
officers against various liabilities that may be asserted against, or
incurred by, such persons in their capacities as directors or officers of
the Registrant, or that may arise out of their status as directors or
officers of the Registrant.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

     ITEM 8.  EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT

4.1*                Amended and Restated Certificate of Incorporation of the
                    Registrant

4.2*                Amended and Restated Bylaws of the Registrant

4.3*                BPC Holding Corporation Key Employee Equity Investment Plan

4.4*                Form of BPC Holding Corporation Key Employee Stock Purchase
                    Agreement

4.5*                Form of BPC Holding Corporation Secured Promissory Note and
                    Security Agreement

4.6*                Stockholders  Agreement,  dated  as of July  22,  2002,
                    among  BPC  Holding  Corporation and  the  stockholders
                    party thereto

4.7*                BPC Holding Corporation 2002 Stock Option Plan

                                    3
5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1*               Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent of Ernst & Young LLP, Independent Auditors

24*                 Power of Attorney (included in the signature pages of this
                    Registration Statement)

____________________
*  Filed herewith.

     ITEM 9.  UNDERTAKINGS

     The Registrant hereby undertakes:

          (a) 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;

               (ii) To reflect  in  the  prospectus  any  facts  or  events
          arising  after  the effective date of this 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 this Registration Statement;

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

     PROVIDED,  HOWEVER, that paragraphs (i) and (ii) do not apply  if  the
     information required to  be  included in a post-effective amendment by
     those  paragraphs is contained  in  periodic  reports  filed  with  or
     furnished  to  the  SEC  by  the  Registrant pursuant to Section 13 or
     Section 15(d) of the Exchange Act that  are  incorporated by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, 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.

          (c) 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.

          (d) That,  for the purpose of determining any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant
     to Section 13(a)  or  Section  15(d)  of  the  Exchange  Act  that  is
     incorporated  by  reference  in  this  Registration Statement shall be

                                    4
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.

     Insofar  as  indemnification   for   liabilities   arising  under  the
Securities  Act  may  be  permitted to directors, officers and  controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Registration Statement,  or otherwise, the Registrant has been advised
that  in the opinion of the SEC  such  indemnification  is  against  public
policy as expressed in the Securities Act 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
any of the Registrant's directors, officers and  controlling persons in the
successful defense of any action, suit or proceeding) is asserted by any of
the Registrant's directors, officers and controlling  persons in connection
with the securities being registered, the Registrant will,  unless  in  the
opinion  of  counsel  the matter has been settled by controlling precedent,
submit to a court of appropriate  jurisdiction  the  question  whether such
indemnification by the Registrant is against public policy as expressed  in
the  Securities  Act and will be governed by the final adjudication of such
issue.

                                    5
SIGNATURES

     Pursuant to the  requirements  of  the  Securities Act, the Registrant
certifies that it has reasonable grounds to believe  that  it  meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to  be  signed  on  its behalf by the undersigned,
thereunto duly authorized, in the City of New  York,  State of New York, on
August 5, 2002.

                             BPC HOLDING CORPORATION

                             /S/ IRA G. BOOTS
                             _________________________________________
                             By: Ira G. Boots
                                 President and Chief Executive Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of the Registrant do
hereby constitute and appoint Ira G. Boots, James M. Kratochvil, and Mark W.
Miles each the lawful attorney-in-fact and agent of each of them with full
power and authority to do any and all acts and things and to execute any
and all instruments which said attorney and agent determine may be necessary or
advisable or required to enable the Registrant to comply with the Securities
Act and any rules or regulations or requirements of the SEC in connection
with this Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in
the capacities indicated below to (i) this Registration Statement, (ii) any
and all amendments and supplements to this Registration Statement and (iii)
any and all instruments or documents filed as part of or in conjunction with
this Registration Statement (and any amendments or supplements thereto).
Each of the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.

                                    6
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
SIGNATURE                             TITLE                           DATE
---------------------------  --------------------------------------  -----------------
/s/ Joe Gleberman            Chairman of the Board of Directors        August 5, 2002
___________________________
    Joe Gleberman

/s/ Ira G. Boots             President, Chief Executive Officer        August 5, 2002
___________________________  and Director
    Ira G. Boots             (principal executive officer)

/s/ James M. Kratochvil      Chief Financial Officer, Treasurer        August 5, 2002
 __________________________  and Secretary
    James M. Kratochvil      (principal financial officer and
                             principal accounting officer)

/s/ Christopher C. Behrens   Director                                  August 5, 2002
___________________________
    Christopher C. Behrens

/s/ Patrick J. Dalton        Director                                  August 5, 2002
___________________________
    Patrick J. Dalton

/s/ Douglas F. Londal        Director                                  August 5, 2002
___________________________
    Douglas F. Londal

/s/ Mathew J. Lori           Director                                  August 5, 2002
___________________________
    Mathew J. Lori
7
INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT

4.1*                Amended and Restated Certificate of Incorporation of the
                    Registrant

4.2*                Amended and Restated Bylaws of the Registrant

4.3*                BPC Holding Corporation Key Employee Equity Investment Plan

4.4*                Form of BPC Holding Corporation Key Employee Stock Purchase
                    Agreement

4.5*                Form of BPC Holding Corporation Secured Promissory Note and
                    Security Agreement

4.6*                Stockholders  Agreement,  dated  as of July  22,  2002,
                    among  BPC  Holding  Corporation and  the  stockholders
                    party thereto

4.7*                BPC Holding Corporation 2002 Stock Option Plan

5.1*                Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1*               Consent of Fried, Frank, Harris, Shriver & Jacobson
                    (included in Exhibit 5.1)

23.2*               Consent of Ernst & Young LLP, Independent Auditors

24*                 Power of Attorney (included in the signature pages of this
                    Registration Statement)

____________________
*  Filed herewith.
8