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

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)

Common Stock, $0.01 par value
Preferred Stock Purchase Rights
( Title of each class of securities covered by this Form )

None
( 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:


Rule 12g-4(a)(1)		þ
Rule 12g-4(a)(2)		o
Rule 12h-3(b)(1)(i)		þ
Rule 12h-3(b)(1)(ii)		o
Rule 15d-6		o

Approximate number of holders of record as of the certification or notice date: One

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.