SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAMPBELL ANDREW A

(Last)

(First)

(Middle)

1900 W. FIELD COURT

(Street)

LAKE FOREST

60045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACTIV CORP [ PTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2005		M		13,333⁽¹⁾	A	$0	166,262	D
Common Stock	01/31/2005		A		10,867	A	$0	177,129	D
Common Stock	01/31/2005		P		1,064	A	$19.6	178,193	D⁽²⁾
Common Stock	01/31/2005		P		1,003	A	$0⁽³⁾	3,914	I	by 401K
Common Stock	01/31/2005		F⁽⁴⁾		9,620	D	$25.28⁽⁵⁾	168,573	D
Common Stock	01/31/2005		D⁽⁶⁾		14,580	D	$25.28⁽⁵⁾	153,993	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	$0⁽⁷⁾	01/31/2005		M			13,333	08/08/1988⁽¹⁾	08/08/1988⁽¹⁾	Common Stock	13,333	$0	0	D
Stock Equivalent Units	$0⁽⁸⁾	01/31/2005		A		7,780		08/08/1988⁽⁹⁾	08/08/1988⁽⁹⁾	Common Stock	7,780	$0	123,376	D

Explanation of Responses:

1. Settlement in stock of previously reported performance share units.

2. Shares acquired in Reporting Person?s ESPP since date of the last report. Such plan meets requirements of Rule 16b-3.

3. Shares acquired since last report under reporting person's 401(k) plan, purchased at prices between $20.46 and $24.78 per share.

4. Shares withheld for payment of taxes arising from settlement.

5. Avg. of high & low price of Pactiv common stock on Dec. 31, 2004, the valuation date for perf. share units settled in cash.

6. Cash portion of settlement of performance share units.

7. The performance share units convert into common stock on a one-for-one basis.

8. The stock equivalent units convert into common stock on a one-for-one basis.

9. Stock Equivalent Units acquired and held pursuant to the Pactiv Corporation Deferred Compensation Plan and are payable upon the holder?s death, termination of employment or service as a director, or at the time specified in the holder?s Deferral Election.

Remarks:

	James V. Faulkner, Jr., Power of Attorney	02/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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