Mail Stop 7010

January 12, 2006


Via U.S. mail and facsimile

Mr. James D. Morris
Chief Executive Officer
Pregis Corporation
1900 West Field Court
Lake Forest, IL 60045

Re: 	Pregis Corporation
Registration Statement on Form S-4
Filed December 15, 2005
File No. 333-130353 and 333-130353-01 through 04

Dear Mr. Morris:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your filing in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. If you intend to rely on the position the staff took in Exxon
Capital Holdings Corporation (May 13, 1988) and subsequent related
no-action letters, please provide us with a supplemental letter
indicating that you are registering your exchange offer in
reliance
on our position contained in these letters and also include the
representations contained in Morgan Stanley & Co., Inc. (June 5,
1991) and Shearman & Sterling (July 2, 1993).
2. To the extent additional subsidiaries of your company come into
existence and are made guarantors on the notes prior to the
expiration of your exchange offer, please confirm to us that you
will
update the registration statement to revise the facing page, the
financial statements and the signature pages accordingly.

3. Please disclose the information required by Item 19(a)(4) of
Form
S-4.

Cover Page of Prospectus

4. Your cover page contains information that is not required by
Item
501 of Regulation S-K and is not key to an investment decision.
Please revise to reduce the amount of information on your cover
page.

5. As currently represented, your exchange offer could be open for
less than 20 full business days due to the 5:00 p.m. expiration
time
instead of an expiration time of midnight on what ultimately may
be
the 20th business day following the commencement of your exchange
offer.  See Question and Answer 8 set forth in SEC Release 34-
16623
(March 5, 1980).  Please supplementally confirm that your exchange
offer will be open at least through midnight on the 20th business
day.  See Rule 14d-1(g)(3) of the Exchange Act.

Table of Contents, page i

6. Please delete the glossary of terms.  In this regard, we note
that
these definitions should be clear from the context so that
investors
are not required to learn a new vocabulary.  In addition, please
revise the forepart of your registration statement to remove or
revise other definitions that are not clear the context.  For
example, see the defined terms "GPP" and "ESP" on page 1.

Where You Can Find More Information, page iii

7. Please relocate this section and the section entitled
"Cautionary
Note Regarding Forward-Looking Statements" to more appropriate
locations in your prospectus, as the prospectus summary should
immediately follow the table of contents.

8. We note the disclosure in the fourth and fifth sentences of the
first paragraph.  The disclosure in your prospectus regarding any
contract, agreement or other document should be materially
complete.
Please revise accordingly.

Cautionary Note Regarding Forward-Looking Statements, page iv

9. Please delete the reference to Section 27A of the Securities
Act
and Section 21E of the Exchange Act.  The safe harbors for
forward-
looking statements provided in the Private Securities Litigation
Reform Act of 1995 do not apply to company statements made in
connection with a tender offer or made by a registrant that is not
subject to the reporting requirements of either Section 13(a) or
Section 15(d) of the Exchange Act.  Please either delete the safe
harbors reference or state that the safe harbor does not apply to
those statements made in connection with your exchange offer.  See
Sections 27A(b)(2)(C) and (D) of the Securities Act and Sections
21E(b)(2)(C) and (D) of the Exchange Act.

Prospectus Summary, page 1

10. Please revise to provide a more balanced description of your
business, including a discussion of your leveraged position.

The Sponsor, page 4

11. Please revise this section to eliminate the disclosure that
does
little more than market AEA and its business.

Interest, page 7

12. Please quantify the interest rate on the floating rate notes
as
of the most recent practicable date.

Collateral for Senior Secured Floating Rate Exchange Notes, page 8

13. Please provide the book value of the assets that are securing
the
exchange notes as of the date of the latest financial statements
in
the prospectus.  You should update this figure in your subsequent
periodic reports for as long as the exchange notes are secured.

14. We note that all of the capital stock or other securities of
your
and the guarantors` existing or future direct or indirect domestic
subsidiaries and 66% of the stock or other securities of your and
the
guarantors` existing and future direct foreign subsidiaries but
only
to the extent that the inclusion of such capital stick or other
securities will mean that the par value, book value as carried by
the
subsidiaries or market value (whichever is greater) of any such
capital stock or other securities of any subsidiary is not equal
to
or grater than 20% of the aggregate principal amount of senior
secured floating rate exchange notes outstanding.    Based on the
nature of this collateral agreement, we believe that a clear
understanding of the collateral pool is necessary.  Please revise
MD&A to address the following, in the Form S-4 and in subsequent
exchange act filings:

* Provide a reasonable description of the collateral clause.
* List each company that constitutes collateral under the
agreement.
* List each company that does not constitute collateral under the
agreement.
* Disclose how you determined the book value and market value of
each
company.
* Disclose the book value and market value of each company.
* Disclose the amount of changes in the values for each company
that
could result in that company moving into, or out of the collateral
pool and address any known trends in this regard.

Summary Historical Financial and Other Data, page 12

15. We have the following comments regarding your use of EBITDA.

* Based on your disclosures, it is unclear whether you also use
EBITDA to evaluate your liquidity.  In this regard, we note your
disclosures that "We believe that issuers of "high yield"
securities
also present EBITDA because investors, analysts and rating
agencies
consider it useful in measuring the ability of those issuers to
meet
debt service obligations." and "Moreover, EBIDTA does not
necessarily
indicate whether cash flows will be sufficient to fund cash needs,
including debt service obligations." Please delete these
statements
and all other references to EBITDA as a liquidity measure unless
you
use this nonGAAP measure in this manner.  If you do use the non-
GAAP
measure EBITDA as a liquidity measure, please revise your
disclosures
to clarify this fact and reconcile your non-GAAP liquidity measure
to
your most directly comparable GAAP liquidity measure.

* With regard to your use of EBITDA a performance measure, expand
your discussion to address all of the disclosures required by
Question 8 to the Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures issued June 13, 2003.  Specifically,
include:

* the economic substance behind your decision to use such a
measure;

* the material limitations associated with use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure.  In this regard, you must identify each item you
eliminate
and clarify how the elimination of such items limits the
usefulness
of this non-GAAP measure as a performance measure; and

* the manner in which you compensate for these limitations when
using
the non-GAAP measure.

Risk Factors, page 14

16. Please delete the second and third sentences of your
introductory
paragraph, as you must disclose all risks that you believe are
material at this time and may not qualify your risk factor
disclosure
by referring to unknown risks.  Refer to Staff Legal Bulletin No.
7A,
sample comment #30.

Our substantial indebtedness could adversely affect..., page 14

17. We note your disclosure in the last paragraph of this risk
factor.  Please quantify your annual debt service costs and the
impact of an interest rate change on these costs.  For example,
what
would be the impact of a one percent increase in your interest
rates?

We are a holding company, page 16

18. Please describe in greater detail the restrictions referenced
in
the last sentence of this risk factor.

You may have difficulty selling the outstanding notes..., page 19

19. We note the disclosure in the last paragraph.  Please disclose
the risk in under this subheading, rather than refer investors to
the
relevant section of your prospectus.

Rights of holders in the collateral may be adversely affected...,
page 20

20. If material, please provide the book value of the collateral
that
is subject to the "one-action rule."

You may face foreign exchange risks or tax consequences..., page
23

21. The risk relating to tax consequences appears to be a material
risk that should be disclosed under its own descriptive
subheading.
In addition, you should discuss this risk under the new
subheading,
rather than refer investors to the relevant section of your
prospectus.  Please revise accordingly.

We face competition..., page 24

22. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."  It appears that the risk described under this
subheading
could apply to nearly any issuer.  Please revise to clearly
explain
how this risk specifically applies to you.  Please also comply
with
this comment in risk factors 27, 28, 29, 30, 31, 32, 34, 36, 39
and
40.

The cost of complying with laws relating to the protection...,
page
27

23. Please quantify the risk discussed in this risk factor.

The Acquisition, page 31

24. Please file each of the agreements discussed in this section
as
an exhibit to your registration statement.

Note (3) to the Unaudited Pro Forma Condensed Balance Sheet, page
35

25. We note that the final purchase price allocation has not been
made and that currently the excess purchase price over the fair
value
of net assets acquired has been allocated to goodwill.  Please
expand
your disclosure to provide a sensitivity analysis so that a reader
can understand the impact on your pro forma results of operations
if
any of the purchase price is allocated to tangible or intangible
assets and the effects of amortization periods assigned to these
assets.

26. As indicated in Note 11 to Pregis` audited financial
statements
on page F-18 we note that the United States employees of GPP are
participants in Pactiv`s United States pension plan and since GPP
is
not a sponsor of these plans all of the assets and liabilities of
these plans are accounted for in Pactiv`s financial statements.
We
also note that the historical financial statements of Pregis
include
the pension expense allocated to it by Pactiv.  Please clarify
whether the United States employees of GPP will continue to
participate in Pactiv`s United States Pension Plan.  Address the
need
to provide any material pro forma adjustments with regard to
whether
or not these employees will continue to participate in Pactiv`s
pension plans.

27. Expand your disclosures to clarify how the Transition Services
and Lease Agreements with Pactiv, Non-Competition Agreement and
Purchase Agreements have impacted your pro forma financial
statements.  If these agreements have not impacted your pro forma
financial statements, indicate why not.

28. Expand your disclosures to clarify why the Employment
Agreements
and Equity Plans on pages 71 and 72 do not appear to have impacted
your pro forma financial statements.


Selected Combined Financial and Other Data, page 43

29. Please revise to provide the data for your fiscal year ended
December 31, 2000.  See Item 301(a) of Regulation S-K.

30. Disclose your pro forma Ratio of Earnings to Fixed Charges as
required by Item 503(d) of Regulation S-K or tell us why such
information is not required.

Comparison of nine months ended September 30, 2005 and September
30,
2004, page 48

31. Your results of operations discusses two or more factors that
contributed to year over year changes in line items, however your
discussion should quantify each of the factors.  In this regard,
you
disclose that the SG&A increased as a result of higher employee
costs
and legal expenses, however your discussion does not quantity the
impact of these factors that contributed to the year over year
increase.  Refer to FRR No. 36 - 501.04.  Additionally disclosure
further details about the litigation you refer to, how much you
have
accrued to date and any additional charges you expect to incur for
this litigation.

32. Since your segment footnote discloses that management
evaluates
various income statement line items, including operating income or
loss by segment, please revise to provide related MD&A segment
discussion. Analysis of segment data where a segment contributes
in a
disproportionate way to income or loss should be presented
pursuant
to Codified FRR 501.06.a.  Known trends, demands, commitments,
events
or uncertainties within a segment among the factors used by
management to evaluate that segment should be discussed in MD&A.
This comment is also applicable to your comparison of the three
years
ended December 31, 2004.

33. We note that since 2002 your margins have been slowly
decreasing.
Tell us and expand your disclosure to discuss the factors that
have
contributed to this gradual decrease in margins.  Your current
disclosure only discusses rising raw material costs, however,
these
costs appear to be offset by cost savings from your restructuring
program.

34. With regards to your 2004 restructuring program, MD&A should
be
revised to include the following:

* A complete description of the program identifying the specific
activities that were affected, the assets that were written off
and
quantification of the employees that will be terminated or
relocated.

* If anticipated reductions in costs are reasonably likely to be
offset to some degree by reduced revenues or increases in other
expenses, this should be discussed and quantified to the extent
practicable.

* Where benefits of the restructuring are not realized in the
amounts
or periods originally anticipated, MD&A should discuss the causes
and
consequences of not realizing the benefits.

Prospective, page 52

35. Please disclose whether you are in compliance with the
restrictive covenants under your credit facility, senior secured
notes and senior subordinated notes and the impact these will have
on
your interest expense.

Use of Adjusted EBITDA, page 55

36. We note that you present Adjusted EBITDA because "Consolidated
Cash Flows" is a material component of certain covenants contained
in
your indentures and because Adjusted EBITDA is a measure used to
evaluate the Company`s performance.  Please revise your disclosure
for the following information regarding your presentation of
Adjusted
EBITDA:

* Debt covenant measure:  You indicate that you have presented
Adjusted EBITDA because it is a material component of certain
covenants and you believe such covenants are material.  Since you
believe these covenants are material, please identify and present
the
material covenants.  For example, you should present the ratio of
Consolidated Cash Flows to interest expense.  You should discuss
how
your calculated ratio compares to the covenant threshold of 2.1.
If
your ratio is less than 2.1 you should discuss what you mean by
"only
if the indebtedness falls into specified baskets."  Your
disclosure
should not present "Consolidated Cash Flows" (i.e. Adjusted
EBITDA)
as this measure is only a component of your material covenants. In
addition, you must provide the disclosures required by Question10
of
the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures issued June 13, 2003.

* Performance measure:  You must meet the burden of demonstrating
the
appropriateness and usefulness of this non-GAAP measure.
Supplementally demonstrate the appropriateness of eliminating the
restructuring charges, pension expense and estimated incremental
savings from your non-GAAP performance measure.   Clarify whether
you
believe these charges are non-recurring or recurring and with
reference to Item 10(e) of Regulation S-K and The Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures issued
June 13, 2003, demonstrate the appropriateness of using your non-
GAAP
measure as a performance measure.  If you are able to demonstrate
the
appropriateness of this non-GAAP measure, expand your disclosures
to
provide a comprehensive discussion that identifies the substantive
reasons why you believe your non-GAAP measure provides useful
information to investors.  Your revised disclosure should
specifically address how your elimination of any restructuring
charges, pension expense or incremental savings could result in a
meaningful performance measure.  If you are able to meet this
burden
of demonstrating the usefulness of this non-GAAP measure, you must
also provide all the disclosures required by Question 8 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures issued June 13, 2003.  In this regard, it appears to us
that
the limitations regarding the use of this measure appear to more
closely relate to its use as of liquidity measure.

Contractual Obligations, page 55

37. Include your interest commitments under your interest-bearing
debt in your contractual obligation table on page 55, or provide
textual discussion of this obligation below the table.  If you
provide a textual discussion, the discussion should quantify the
interest payments using the same time frames stipulated in the
table.
Refer to footnote 46 to Release 33-8350 "Interpretation:
Commission
Guidance Regarding Management`s Discussion and Analysis of
Financial
Condition and Results of Operations."

Business, page 58

38. Please disclose the information required by Item 101(c)(viii)
of
Regulation S-K.

Industry Overview, page 58

39. Please disclose the basis for the figures cited throughout
this
section.

Research and Development, page 63

40. Please disclose the amount your company spent on research and
development for each of the years ended December 31, 2003 and
2002.
See Item 101(c)(xi) of Regulation S-K.

Intellectual Property, page 65

41. Please disclose when your material intellectual property
rights
will terminate.
Environmental Matters, page 65

42. Please disclose the information required by Item 101(c)(xii)
of
Regulation S-K.

Legal Proceedings, page 66

43. We note the disclosure in the second and third paragraphs.
Please add risk factor disclosure regarding the risks arising from
this litigation and quantify the damages sought.

Executive Compensation, page 69

44. We note the disclosure under the headings "Pension Plan" on
pages
F-17 and F-43.  Please provide the information required by Item
402(f) of Regulation S-K.

Option Grants In Fiscal Year 2005, page 70

45. Please clarify whether the options were issued at fair market
value.

46. Please explain in reasonable detail the valuation method you
have
elected to use with respect to calculating the values in each
table.

Employment Agreements, page 71

47. Please file each employment and separation agreement discussed
in
this section as an exhibit to your registration statement.

2005 Stock Option Plan, page 72

48. We note the disclosure in the first sentence of the second
paragraph.  Please clarify whether you have adopted the option
plan.

Security Ownership of Certain Beneficial Owners and Management,
page
74

49. We note the disclosure in the second sentence of the
introductory
paragraph.  It appears that the acquisition has been consummated.
Please revise in this section and throughout your document
accordingly.

Certain Relationships and Related Transactions, page 75

50. Please state whether you believe that the transaction
described
in this section is on terms at least as favorable to your company
as
you would expect to negotiate with unrelated third parties.
51. Please identify the three directors who are investors in AEA
Investors Funds.

Senior Secured Credit Facilities, page 76

52. Please revise the second sentence of the introductory
paragraph
to remove the statement indicating that your summary is subject to
and qualified by reference to the agreement, as it is inconsistent
with Rule 411 of Regulation C.

The Exchange Offer, page 78

53. Please apply the comments on this section set forth below to
the
section entitled "Summary of the Exchange Offer" on page 5 and to
Exhibit 99.1.

Terms of the Exchange Offer, page 78

54. We note your reservation of the right to amend the terms of
your
exchange offer.  Please revise to indicate that in the event of a
material change in your exchange offer, including the waiver of a
material condition, you will extend the exchange offer period if
necessary so that at least five business days remain in your
exchange
offer following notice of the material change.

55. We note that you will return unaccepted notes "as promptly as
practicable."  Rule 14e-1(c) requires that you exchange or return
the
notes "promptly" upon expiration or termination of your exchange
offer, as applicable.  Please revise your language in this section
and throughout your document accordingly.  See, for example and
without limitation, the last sentence of the last paragraph of
this
section and the seventh sentence of the last paragraph of the
section
entitled "Withdrawal Rights" on page 82.

56. We note that you reserve the right to "delay accepting any
outstanding notes."  Please clarify the circumstances in which you
would delay acceptance.  For example, if you are referring to the
right to delay acceptance only due to an extension of your
exchange
offer, so state.

How to Tender Outstanding Notes for Exchange, page 79

57. We note the disclosure in the third bullet point at the top of
page 80.  Please explain the circumstances under which you would
treat note holders differently.

Conditions to the Exchange Offer, page 82

58. We note the disclosure in first sentence of the first
paragraph.
All conditions, except those related to the receipt of government
regulatory approvals necessary to consummate your exchange offer,
must be satisfied or waived at or before the expiration of your
exchange offer, not merely before acceptance of the notes for
exchange.  Please revise accordingly.

59. We note that one of the conditions to your exchange offer is
that
the acceptance or issuance of notes would not violate any
applicable
law or any interpretation of the staff of the SEC.  Please confirm
your understanding that these items are not regulatory approvals
and,
therefore, conditions relating to these items must be satisfied or
waived prior to expiration of your exchange offer.

60. We note the disclosure in the second paragraph.  You indicate
that your failure to assert conditions will not mean that you have
waived your right to do so.  Please note that you may not
implicitly
waive a condition to your exchange offer by failing to assert it.
If
you decide to waive a condition, you must expressly announce the
decision in a manner reasonably calculated to inform note holders
of
the waiver.  Please confirm your understanding supplementally.

Description of Senior Secured Floating Rate Exchange Notes, page
85
Description of Senior Subordinated Exchange Notes, page 136

61. Please revise the second paragraph to remove the implication
that
investors do not have rights relating to the description of the
notes
in your prospectus.

Legal Matters, page 196

62. Please identify counsel who will pass on the validity of the
guarantees.

Combined Statements of Financial Position, page F-4

63. We note that you have an inventory valuation allowance
recorded
at each balance sheet date.  Expand Management`s Discussion and
Analysis to identify the nature of the inventory for which you
have
recorded a reserve and indicate the current status of this
inventory
(e.g., abandoned or sold).  If this inventory is still on hand, we
remind you that if you sell this inventory in future periods, your
MD&A disclosure should reflect the impact the subsequent sales had
on
your gross margins and earnings.

Combined Statements of Cash Flows, page F-5

64. With reference to your disclosures in Note 3 Related Party
Transactions, help us to understand the appropriateness of your
presentation of the cash flows associated with your Pactiv
transactions.  Provide supplementally and expand your disclosures
to
provide a comprehensive discussion of the activities included in
Capital Distributions, net and Capital Contributions, net for each
period presented.  Identify whether these transactions were cash
or
noncash.  Support your basis for including each activity net
within
Capital Distributions, net and Capital Contributions, net within
financing activities.

65. We note that your accounts receivable, affiliates increased
50%
over the prior period.  Please clarify the nature of transactions
included in this account as well as your accounts payable,
affiliates
account and your basis for including the changes in these accounts
within cash flows from operating activities within your statements
of
cash flows.

Note 2.  Summary of Accounting Policies- Goodwill and Intangibles,
net, page F-9

66. We note that in determining the fair value of tangible assets,
you obtain appraisals from independent valuation firms.  Please
revise to identify the independent valuation firms and provide
their
consents in the Form S-4 as required by Section 436(b) of
Regulation
C.  Otherwise delete your reference to these firms.

Note 12. Commitments and Contingencies - Legal Matters, page F-21

67. You indicate that the actual outcomes may be different than
expected and could have a material effect on the company`s results
of
operations or cash flows in a particular period.  Reconcile this
disclosure to your disclosure on page 66 which indicates that
lawsuits, proceedings, and actions are not expected, individually
or
in the aggregate, to have a material adverse effect on your
financial
conditions or results of operations.

Note 13.  Segment and Geographic Information, page F-22

68. You disclose that you operate in four segments, one of which
is
Protective packaging.  However, we note that your Protective
packaging segment includes your Hexacomb product line, which is a
specialized product that has a dedicated sales staff and separate
President that oversees operations.  Please tell us the factors
used
to identify the Company`s reportable segments and explain why you
believe that Hexacomb is not a separate reportable segment
pursuant
to paragraphs 10-17 of SFAS No. 131.  See also paragraph 26 of
SFAS
131.

Note 18. Combining Financial Information of Guarantor
Subsidiaries,
page F-27

69. Your disclosure regarding your guarantor subsidiaries
indicates
that they are wholly- owned subsidiaries.  Note that Rule 3-10 of
Regulation S-X states that each guarantor subsidiary must be "100%
owned" by the parent issuer as defined by Rule 3-10(h) of
Regulation
S-X.  Revise your disclosure to clarify whether or not the
guarantor
subsidiaries are 100% owned.  To the extent they are not 100%
owned,
tell us how your current disclosure complies with Rule 3-10 of
Regulation S-X.

Item 20. Indemnification of Directors and Officers, page II-1

70. We note that you have provided the required disclosure for
your
company and one guarantor, Pregis Holding II Corporation.  You
must
provide the required disclosure for each co-registrant.  Please
revise accordingly.

Item 21. Exhibits and Financial Statement Schedules, page II-1

71. Please file as promptly as practicable each of the exhibits
required by Item 601 of Regulation S-K, in particular Exhibit 5.1.
These exhibits and any related disclosure are subject to review
and
you should allow a reasonable period of time for our review prior
to
requesting acceleration.

Item 22. Undertakings, page II-3

72. Please delete the undertaking set forth in paragraph (6), as
you
are not permitted to incorporate by reference into your
prospectus.

73. Please delete the undertaking set forth in paragraph (5), as
this
undertaking does not apply to your offering.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, Chris Edwards, Special Counsel, at (202)
551-3742 with any questions.

Sincerely,



Pamela A. Long
Assistant Director

cc:	Mr. Michael A. Levitt
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004

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Mr. James D. Morris
Pregis Corporation
January 12, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE