- Termination of Registration of a Class of Security under Section 12(b) (15-12B)

Rule 12g-4(a)(1)

Rule 12g-4(a)(2)

Rule 12h-3(b)(1)(i)

Rule 12h-3(b)(1)(ii)

Rule 15d-6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 1-15157

PACTIV CORPORATION

( Exact name of registrant as specified in its charter )

1900 West Field Court
Lake Forest, Illinois 60045
(847) 482-2000
( Address, including zip code, and telephone number, including area code,
of registrant’s principal executive office s)

5.875% Notes due 2012
8-1/8% Debentures due June 15, 2017
6.400% Notes due 2018
7.95% Debentures due 2025
8-3/8% Debentures due 2027
( Title of each class of securities covered by this Form )

Common Stock, $0.01 par value
Preferred Stock Purchase Rights
( Title of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains )

Please place an X in the box(es) to designate the appropriate rule/provision(s) relied upon to terminate or suspend the duty to file reports:

Approximate number of holders of record as of the certification or notice date: Less than 300

Pursuant to the requirements of the Securities Exchange Act of 1934, Pactiv Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.