Abstract: A filling system of a packaging machine is set forth that reduces the mixing of product and air during the filling of the container with a flowable material such as low fat milk. The fill pipe of the filling system has an elliptical cross-section which provides for a reduced velocity of the flowable material entering the container while allowing for an increased production time of the packaging machine. The fill system is especially adopted to fill containers having a rectangular cross-section. Connected to the fill pipe is a nozzle with flaps designed to substantially conform and engage with the sidewalls of a container. When the flaps are urged to an open position, the mixing of air and product is inhibited as the flowable material is dispensed into the container through the nozzle and as a moving mechanism is operated to relatively move the container and nozzle from a first to a second position. The fill pipe has an elongate body, an inlet end and an outlet end.