UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 10-Q

(Mark One)
     [ x ] QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended March 31, 2002

                                       OR

     [   ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ___________________ to
_______________________

                      Commission file number: 333-53603-03

                        GRAHAM PACKAGING HOLDINGS COMPANY
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                           23-2553000
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)


                           2401 Pleasant Valley Road
                               York, Pennsylvania
                    ----------------------------------------
                    (Address of principal executive offices)

                                     17402
                                   ----------
                                   (zip code)

                                 (717) 849-8500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


                                       1
<PAGE>


                        GRAHAM PACKAGING HOLDINGS COMPANY
                                      INDEX


                          PART I. FINANCIAL INFORMATION


                                                                   Page Number
Item  1: Condensed Consolidated Financial Statements:

         CONDENSED CONSOLIDATED BALANCE SHEETS -
            At March 31, 2002 and December 31, 2001........................  3

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - For the
            Three Months ended March 31, 2002 and April 1, 2001............  4

         CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
            (DEFICIT) - For the Year Ended December 31, 2001 and Three
            Months ended March 31, 2002....................................  5

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - For the
            Three Months ended March 31, 2002 and April 1, 2001............  6

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS..............  7

Item  2: Management's Discussion and Analysis of Financial Condition and
         Results of Operations.......................................  .... 14

Item  3. Quantitative and Qualitative Disclosures About Market Risk........ 21

                           PART II. OTHER INFORMATION

Item  6: Exhibits and Reports on Form 8-K.................................. 22

Signature:................................................................. 23

Exhibit Index:............................................................. 24



                                       2
<PAGE>





PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                      March 31,    December 31,
                                                        2002          2001
                                                    ------------   ------------
                                                         (in thousands)
ASSETS
Current assets:
   Cash and cash equivalents .....................   $    10,693    $     9,032
   Accounts receivable, net ......................       115,808         90,182
   Inventories ...................................        55,240         60,476
   Prepaid expenses and other current assets .....        12,644         14,054
                                                     -----------    -----------
Total current assets .............................       194,385        173,744
Property, plant and equipment, net ...............       552,446        549,585
Goodwill .........................................         5,890          6,400
Other non-current assets .........................        28,861         28,832
                                                     -----------    -----------
Total assets .....................................   $   781,582    $   758,561
                                                     ===========    ===========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses .........   $   165,880    $   175,130
   Current portion of long-term debt .............        33,681         30,585
                                                     -----------    -----------
Total current liabilities ........................       199,561        205,715
Long-term debt ...................................     1,044,718      1,021,806
Other non-current liabilities ....................        10,486         13,582
Minority interest ................................         2,785          2,512
Commitments and contingent liabilities (see Note 8)          --             --
Partners' capital (deficit) ......................      (475,968)      (485,054)
                                                     -----------    -----------
Total liabilities and partners' capital (deficit).   $   781,582    $   758,561
                                                     ===========    ===========





                 See accompanying notes to financial statements.

                                       3
<PAGE>




                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                    Three Months Ended
                                                 -----------------------
                                                 March 31,      April 1,
                                                   2002          2001
                                                 ---------      --------
                                                     (in thousands)
Net sales ....................................   $ 231,519    $ 235,968
Cost of goods sold ...........................     191,467      201,570
                                                 ---------    ---------
Gross profit .................................      40,052       34,398
Selling, general, and administrative expenses       14,442       13,891
Special charges and unusual items ............        --            147
                                                 ---------    ---------
Operating income .............................      25,610       20,360
Interest expense, net ........................      21,973       26,007
Other (income) expense .......................        (102)         551
Minority interest ............................         273         --
                                                 ---------    ---------
Income (loss) before income taxes ............       3,466       (6,198)
Income tax provision .........................         224           14
                                                 ---------    ---------
Net income (loss) ............................   $   3,242    $  (6,212)
                                                 =========    =========



















                 See accompanying notes to financial statements.

                                       4
<PAGE>




                       GRAHAM PACKAGING HOLDINGS COMPANY
        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             Notes and
                                                                             Interest        Accumulated
                                                               Partners'   Receivable for      Other
                                                                Capital      Ownership      Comprehensive
                                                               (Deficit)     Interests       Income (Loss)     Total
                                                              -----------  ---------------   -------------  -----------
                                                                                     (in thousands)
<S>                                                            <C>         <C>               <C>           <C>

Balance at January 1, 2001 .................................   $(433,997)    $  (1,147)       $ (29,235)   $(464,379)

  Net loss for the year ....................................     (43,970)        --                --        (43,970)
  Cumulative effect of change in accounting for derivatives         --           --                 392          392
  Changes in fair value of derivatives .....................        --           --             (13,537)     (13,537)
  Additional minimum pension liability .....................        --           --              (1,937)      (1,937)
  Cumulative translation adjustment ........................        --           --             (10,383)     (10,383)
                                                                                                           ---------
  Comprehensive income (loss) ..............................                                                 (69,435)
  Capital contribution .....................................      50,000       (1,296)             --         48,704
  Recapitalization .........................................          56         --                --             56
                                                               ---------    ---------         ---------    ---------
Balance at December 31, 2001 ...............................    (427,911)      (2,443)          (54,700)    (485,054)
  Net income for the period ................................       3,242         --                --          3,242
  Changes in fair value of derivatives .....................        --           --               6,138        6,138
  Additional minimum pension liability .....................        --           --                   1            1
  Cumulative translation adjustment ........................        --           --                (257)        (257)
                                                                                                           ---------
  Comprehensive income .....................................                                                   9,124
  Capital contribution .....................................        --            (38)             --            (38)
                                                               ---------    ---------         ---------    ---------
Balance at March 31, 2002 ..................................   $(424,669)   $  (2,481)        $ (48,818)   $(475,968)
                                                               =========    =========         =========    =========
</TABLE>















                 See accompanying notes to financial statements.

                                       5
<PAGE>



                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>

<CAPTION>
                                                                                     Three Months Ended
                                                                                   -----------------------
                                                                                    March 31,    April 1,
                                                                                     2002         2001
                                                                                   ----------   ----------
                                                                                       (in thousands)
<S>                                                                               <C>         <C>

Operating activities:
  Net income (loss) ............................................................   $  3,242    $ (6,212)
  Adjustments to reconcile net income (loss) to net cash provided by (used in)
    operating activities:
    Depreciation and amortization ..............................................     17,472      18,374
    Amortization of debt issuance fees .........................................      1,143       1,165
    Accretion of Senior Discount Notes .........................................      4,015       3,540
    Minority interest ..........................................................        273        --
    Equity in loss of joint venture ............................................       --           246
    Foreign currency transaction loss ..........................................         15         238
    Other non-cash Recapitalization expense ....................................       --            56
    Changes in operating assets and liabilities, net of acquisition of business:
      Accounts receivable ......................................................    (26,510)    (14,472)
      Inventories ..............................................................      4,787         291
      Prepaid expenses and other current assets ................................      1,530       1,076
      Other non-current assets and liabilities .................................       (606)       (118)
      Accounts payable and accrued expenses ....................................     (4,244)    (41,276)
                                                                                   --------    --------
Net cash provided by (used in) operating .......................................      1,117     (37,092)
activities
Investing activities:
      Net purchases of property, plant and equipment ...........................    (21,677)    (25,627)
      Loan to affiliate.........................................................       --        (2,606)
      Acquisition of/investment in business, net of cash acquired ..............       --           453
      Proceeds from sale of business ...........................................        307        --
      Other ....................................................................       --           (28)
                                                                                   --------    --------
Net cash used in investing activities ..........................................    (21,370)    (27,808)
Financing activities:
      Net proceeds from issuance of long-term debt .............................     22,205      11,833
      Notes and interest receivable for ownership interests ....................        (38)     (1,146)
      Capital contributions ....................................................       --        50,000
                                                                                   --------    --------
Net cash provided by financing activities ......................................     22,167      60,687
Effect of exchange rate changes ................................................       (253)       (279)
                                                                                   --------    --------
Increase (decrease) in cash and cash equivalents ...............................      1,661      (4,492)
Cash and cash equivalents at beginning of period ...............................      9,032       9,844
                                                                                   --------    --------
Cash and cash equivalents at end of period .....................................   $ 10,693    $  5,352
                                                                                   ========    ========

</TABLE>

                 See accompanying notes to financial statements.

                                       6
<PAGE>






                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.  Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of
Graham Packaging Holdings Company ("Holdings"), a Pennsylvania limited
partnership, have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X and therefore do not include all of the
information and footnotes required by generally accepted accounting principles
for complete annual financial statements. In the opinion of management, all
adjustments (consisting only of usual recurring adjustments considered necessary
for a fair presentation) are reflected in the condensed consolidated financial
statements. The condensed consolidated balance sheet as of December 31, 2001 is
derived from audited financial statements. The condensed consolidated financial
statements and notes thereto should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2001. The
results of operations for the three months ended March 31, 2002 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2002.

     All entities and assets owned by Holdings are referred to collectively as
the "Company." Graham Packaging Company, L.P. is referred to as the "Operating
Company."

Derivatives

     On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). These interest rate swaps are accounted for
as cash flow hedges. The effective portion of the change in the fair value of
the interest rate swaps is recorded in OCI and was an unrealized gain of $6.1
million for the three months ended March 31, 2002. Approximately 81% of the
amount recorded within OCI is expected to be recognized as interest expense in
the next twelve months. Failure to properly document the Company's interest rate
swaps as cash flow hedges would result in income statement recognition of all or
part of the cumulative $7.0 million unrealized loss recorded in OCI as of March
31, 2002.

Goodwill and Other Intangible Assets

     On January 1, 2002, SFAS 142, "Goodwill and Other Intangible Assets," was
adopted by the Company. SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company is in the process of completing step one of the
transitional goodwill impairment test and has not determined the impact, if any,
that the goodwill impairment test will have on its consolidated financial
position or results of operations. The Company will complete step one of the
transitional goodwill impairment test by June 30, 2002. See Note 12.

Long Lived Assets

     On January 1, 2002, SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was adopted by the Company. SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.

Reclassifications

     Certain reclassifications have been made to the 2001 financial statements
to conform to the 2002 presentation.


                                       7
<PAGE>






2.  Debt Arrangements

         Long-term debt consisted of the following:

                                             March 31,    December 31,
                                              2002          2001
                                          ------------    ------------
                                                  (in thousands)
     Term loans .........................   $  520,712   $  526,950
     Revolving loans ....................      153,500      125,000
     Revolving credit facilities ........        5,944        5,111
     Senior Subordinated Notes ..........      225,000      225,000
     Senior Discount Notes ..............      155,653      151,638
     Capital leases .....................       15,577       16,041
     Other...............................        2,013        2,651
                                            ----------   ----------
                                             1,078,399    1,052,391
     Less amounts classified as current .       33,681       30,585
                                            ----------   ----------
                                            $1,044,718   $1,021,806
                                            ==========   ==========

     On February 2, 1998 the Company refinanced the majority of its existing
credit facilities in connection with the Recapitalization and entered into a
senior credit agreement (the "Senior Credit Agreement") with a consortium of
banks. The Senior Credit Agreement was amended on August 13, 1998 to provide for
an additional term loan borrowing of an additional $175 million and on March 30,
2000 as described below (the "Amendments"). The Senior Credit Agreement and the
Amendments consist of four term loans to the Operating Company with initial term
loan commitments totaling $570 million (the "Term Loans" or "Term Loan
Facilities"), a $155 million revolving credit facility (the "Revolving Credit
Facility") and a $100 million growth capital revolving credit facility (the
"Growth Capital Revolving Credit Facility" and, together with the Revolving
Credit Facility, the "Revolving Credit Loans"). The unused availability of the
revolving credit facilities under the Senior Credit Agreement and the Amendments
at March 31, 2002 was $101.0 million. The March 30, 2000 Amendment changed the
terms under which the Company can access $100 million of growth capital
revolving loans from a dollar for dollar equity match to a capital call with
various test dates based on certain leverage tests for quarters ending on or
after June 30, 2001. In addition, the Senior Credit Agreement and Amendments
contain certain affirmative and negative covenants as to the operations and
financial condition of the Company, as well as certain restrictions on the
payment of dividends and other distributions to Holdings. On March 31, 2002 the
Company was in compliance with all covenants.

     Interest paid during the three months ended March 31, 2002 and April 1,
2001, net of amounts capitalized, totaled $22.0 million and $27.2 million,
respectively.


                                       8
<PAGE>






3.  Inventories

         Inventories consisted of the following:

                                        March 31,       December 31,
                                          2002             2001
                                     ------------       ------------
                                               (in thousands)
     Finished goods..............       $ 39,143         $ 43,403
     Raw materials and parts.....         16,097           17,073
                                        --------         --------
                                        $ 55,240         $ 60,476
                                        ========         ========


4.  Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses included the following:

                                                March 31,   December 31,
                                                 2002          2001
                                             ------------   ------------
                                                   (in thousands)
Accounts payable..............................  $ 93,341    $ 95,749
Accrued employee compensation and benefits....    20,424      23,930
Accrued interest..............................     7,310      12,361
Other.........................................    44,805      43,090
                                                --------    --------
                                                $165,880    $175,130
                                                ========    ========

     For the year ended December 31, 2000, the Company incurred reorganization
costs in North America and Europe of $4.5 million, which included the legal
liability of severing 53 employees. For the year ended December 31, 2001, the
Company incurred costs of employee termination benefits in Burlington, Canada of
$0.9 million, which included the legal liability of severing 139 employees and
in Bad Bevensen, Germany of $0.6 million, which included the legal liability of
severing 22 employees. For the three months ended March 31, 2002, the Company
incurred costs of employee termination benefits in the United Kingdom of $1.7
million, which included the legal liability of severing 67 employees.
Substantially all of the cash payments for these termination benefits are
expected to be made by December 31, 2002. The following table reflects a
rollforward of the reorganization costs, primarily included in accrued employee
compensation and benefits (in thousands):

                               Europe &
                                North
                               America   Burlington, United   Germany
                              Reduction    Canada    Kingdom  Reduction
                               in Force   Shutdown   Shutdown in Force   Total
                              ---------  ----------- -------- --------- -------
Reserves at December 31, 2001  $  407     $  895    $   --    $  564    $1,866
Increase in reserves ........     --          29      1,706       --     1,735
Cash payments................     (67)      (209)      (976)    (168)   (1,420)
                               -------    -------    -------  -------   -------
Reserves at March 31, 2002 ..  $  340     $  715    $   730   $  396    $2,181
                               =======    =======    =======  =======   =======


5.  Income Taxes

     The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the applicable income or loss is
included in the tax returns of the partners. For the Company's foreign
operations subject to tax in their local jurisdictions, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and are measured
using enacted tax rates expected to apply to taxable income in the years in
which the temporary differences are expected to reverse. During 2002 and 2001,
some of the Company's various taxable entities incurred additional net operating
losses for which no carryforward benefit has been recognized.


                                       9
<PAGE>




6.  Acquisitions

Investment in Limited Partnership of PlasPET Florida, Ltd.

     On April 26, 1999 the Company acquired 51% of the operating assets of
PlasPET Florida, Ltd., while becoming the general partner on July 6, 1999, and
on October 9, 2001 acquired the remaining 49%, for a total purchase price
(including acquisition-related costs) of $3.3 million, net of liabilities
assumed. The investment was accounted for under the equity method of accounting
prior to July 6, 1999. The original acquisition was recorded on July 6, 1999
under the purchase method of accounting and, accordingly, the results of
operations of the acquired operations are consolidated in the financial
statements of the Company beginning on July 6, 1999. The purchase price has been
allocated to assets acquired and liabilities assumed based on fair values. The
allocated fair value of assets acquired and liabilities assumed is summarized as
follows (in thousands):

     Current assets ..............   $   479
     Property, plant and equipment     4,689
     Other assets.................     1,052
     Goodwill ....................     4,032
                                     -------
     Total .......................    10,252
     Less liabilities assumed ....     6,906
                                     -------
     Net cost of acquisition .....   $ 3,346
                                     =======


Purchase of additional 1% interest in Masko Graham Joint Venture

     On March 30, 2001 the Company acquired an additional 1% interest in Masko
Graham Joint Venture ("Masko Graham") for a total interest of 51%. The total
purchase price (including acquisition-related costs) for the entire 51% interest
in the operating assets was $1.4 million, net of liabilities assumed. The
investment was accounted for under the equity method of accounting prior to
March 30, 2001. The acquisition was recorded on March 30, 2001 under the
purchase method of accounting and, accordingly, the results of operations of
Masko Graham are consolidated in the financial statements of the Company
beginning on March 30, 2001. The purchase price has been allocated to assets
acquired and liabilities assumed based on fair values. The allocated fair value
of assets acquired and liabilities assumed is summarized as follows (in
thousands):

     Current assets ..............   $ 3,743
     Property, plant and equipment     8,210
     Goodwill ....................       954
                                     -------
     Total .......................    12,907
     Less liabilities assumed ....    11,474
                                     -------
     Net cost of acquisition .....   $ 1,433
                                     =======




                                       10
<PAGE>










Pro Forma Information

     The following table sets forth unaudited pro forma results of operations,
assuming that all of the above acquisitions had taken place on January 1, 2001.

                                       Three Months Ended
                                            April 1,
                                             2001
                                       ------------------
                                        (in thousands)
              Net sales ...............   $ 238,682
              Net (loss)...............      (6,252)

     These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional depreciation
expense as a result of a step-up in the basis of fixed assets and increased
interest expense on acquisition debt. They do not purport to be indicative of
the results of operations which actually would have resulted had the
combinations been in effect on January 1, 2001, or of future results of
operations of the combined entities.


7.  Rent Expense

     The Company was a party to various leases involving real property and
equipment during the three months ended March 31, 2002 and April 1, 2001. Total
rent expense for operating leases amounted to $5.6 million and $5.4 million for
the three months ended March 31, 2002 and April 1, 2001, respectively.


8.  Contingencies

     The Company is party to various litigation matters arising in the ordinary
course of business. The ultimate legal and financial liability of the Company
with respect to such litigation cannot be estimated with certainty, but
management believes, based on its examination of such matters, experience to
date and discussions with counsel, that such ultimate liability will not be
material to the business, financial condition or results of operations of the
Company.


9.  Condensed Operating Company Data

     Condensed financial data for the Operating Company as of March 31, 2002 and
December 31, 2001 was as follows:

                                  March 31,   December 31,
                                    2002         2001
                               ------------   ------------
                                     (in thousands)
Current assets...............   $ 201,378    $ 180,737
Non-current assets...........     583,248      580,749
Total assets.................     784,626      761,486
Current liabilities..........     199,561      205,715
Non-current liabilities......     902,336      886,261
Partners'capital (deficit)...    (317,271)    (330,490)


                                       11
<PAGE>






     Condensed financial data for the Operating Company for the three months
ended March 31, 2002 and April 1, 2001 was as follows:


                                      Three Months Ended
                                     -------------------
                                     March 31,   April 1,
                                       2002       2001
                                     ---------   --------
                                         (in thousands)
Net sales........................   $ 231,519   $ 235,968
Gross profit.....................      40,052      34,398
Net income (loss)................       7,375      (2,565)


     Full separate financial statements and other disclosures of the Operating
Company have not been presented. Management has determined that such financial
information is not material to investors.


10.  Comprehensive Income (Loss)

     Comprehensive income (loss) for the three months ended March 31, 2002 and
April 1, 2001 was as follows:


                                                            Three Months Ended
                                                            -------------------
                                                            March 31,  April 1,
                                                              2002      2001
                                                            ---------  --------
                                                               (in thousands)
Net income (loss) .......................................   $ 3,242    $ (6,212)
Cumulative effect of change in accounting for derivatives      --           392
Changes in fair value of derivatives ....................     6,138      (5,821)
Additional minimum pension liability ....................         1        --
Foreign currency ........................................      (257)     (9,948)
                                                            -------    --------
Comprehensive income (loss) .............................   $ 9,124    $(21,589)
                                                            =======    ========


11.  Segment Information

     The Company is organized and managed on a geographical basis in three
operating segments: North America, which includes the United States and Canada,
Europe and Latin America. Segment information for the three months ended March
31, 2002 and April 1, 2001 was as follows (in thousands):

<TABLE>
<CAPTION>
                                                       North                 Latin
                                                      America     Europe    America     Total
                                                      -------     ------    -------     -----
<S>               <C>                                <C>        <C>        <C>        <C>

Net sales          Three Months Ended March 31, 2002  $184,956   $ 39,041   $ 7,522    $231,519
                   Three Months Ended April 1, 2001    188,706     40,426     6,836     235,968


Net income (loss)  Three Months Ended March 31, 2002     4,479     (1,456)      219       3,242
                   Three Months Ended April 1, 2001     (3,962)    (2,176)      (74)     (6,212)
</TABLE>





                                       12
<PAGE>





12.  Goodwill

     Effective January 1, 2002 the Company adopted SFAS 142. Therefore, the
Company has ceased to amortize goodwill beginning January 1, 2002.

     SFAS 142 provides that prior year's results should not be restated. The
following table presents the Company's operating results for the three months
ended April 1, 2001 reflecting the exclusion of goodwill amortization expense in
fiscal 2001.


                              Three Months Ended
                                April 1, 2001
                              ------------------
                                (in thousands)

     Net loss as reported         $(6,212)
     Goodwill amortization            264
                                  -------
     As adjusted                  $(5,948)
                                  =======





                                       13
<PAGE>









Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operation

         CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

     All statements other than statements of historical facts included in this
Report on Form 10-Q, including statements regarding the Company's future
financial position, economic performance and results of operations, as well as
the Company's business strategy, budgets and projected costs and plans and
objectives of management for future operations, and the information referred to
under "Quantitative and Qualitative Disclosures About Market Risk" (Part I, Item
3), are forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "intend," "estimate," "anticipate," "believe," or
"continue" or the negative thereof or variations thereon or similar terminology.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, the Company can give no assurance
that such expectations will prove to have been correct. Important factors that
could cause actual results to differ materially from the Company's expectations
include, without limitation, the Company's exposure to fluctuations in resin
prices and its dependence on resin supplies, competition in the Company's
markets, including the impact of possible new technologies, the high degree of
leverage and substantial debt service obligations of the Operating Company and
Holdings, the restrictive covenants contained in instruments governing
indebtedness of the Company, a decline in the domestic motor oil business, risks
associated with the Company's international operations, the Company's dependence
on significant customers and the risk that customers will not purchase the
Company's products in the amounts expected by the Company under their
requirements contracts, the Company's dependence on key management and its labor
force and the material adverse effect that could result from the loss of their
services, risks associated with environmental regulation, risks associated with
possible future acquisitions and the possibility that the Company may not be
able to achieve success in developing and expanding its business, including its
hot-fill PET (as hereinafter defined) plastic container business. See "Business
- Certain Risks of the Business" in Holdings' Annual Report on Form 10-K for the
fiscal year ended December 31, 2001. All forward-looking statements attributable
to the Company, or persons acting on its behalf, are expressly qualified in
their entirety by the cautionary statements set forth in this paragraph.


Overview

     The Company is a worldwide leader in the design, manufacture and sale of
customized blow molded plastic containers for the branded food and beverage,
household and personal care and automotive lubricants markets, with 55 plants
throughout North America, Europe and Latin America. The Company's primary focus
is to operate in select markets that will position it to benefit from the
growing conversion to high performance plastic packaging from more commodity
packaging. The Company targets branded consumer product manufacturers for whom
customized packaging design is a critical component in their efforts to
differentiate their products to consumers. The Company initially pursues these
attractive product areas with one or two major consumer products companies in
each category that it expects will lead the conversion to plastic packaging for
that category. The Company utilizes its innovative design, engineering and
technological capabilities to deliver highly customized, high performance
products to its customers in these areas in order to distinguish and increase
sales of their branded products. The Company collaborates with its customers
through joint initiatives in product design and cost reduction, and innovative
operational arrangements, which include on site manufacturing facilities.

     Management believes that critical success factors to the Company's business
are its ability to:

o    serve the complex packaging demands of its customers which include some of
     the world's largest branded consumer products companies;

o    forecast trends in the packaging industry across product lines and
     geographic territories (including those specific to the rapid conversion of
     packaging products from glass, metal and paper to plastic); and

o    make the correct investments in plant and technology necessary to satisfy
     the two factors mentioned above.

     Management believes that the area with the greatest opportunity for growth
continues to be in producing containers for the North American food and beverage
market because of the continued conversion to plastic packaging, including the
demand for hot-fill PET containers for juices, juice drinks, sport drinks, teas
and other food products. Since the beginning of 1997, the Company has invested
over $260 million in capital expenditures to expand its technology, machinery


                                       14
<PAGE>

and plant structure to prepare for what it believed would be the growth in the
hot-fill PET area. For the year ended December 31, 2001 the Company's sales of
hot-fill PET containers has grown to $328.2 million from $70.2 million in 1996.
More recently, the Company has been a leading participant in the rapid growth of
the drinkable yogurt market where the Company manufactures containers using HDPE
(as hereinafter defined).

     The Company's household and personal care container business continues to
grow, as package conversion trends continue from other packaging forms in some
of its product lines. The Company continues to benefit as liquid fabric care
detergents, hard-surface cleaners and liquid automatic dishwashing detergents,
which are packaged in plastic containers, capture an increased share from
powdered detergents and cleaners, which are predominantly packaged in
paper-based containers. The Company has upgraded its proprietary machinery in
the United States to new larger blow molders to standardize production lines,
improve flexibility and reduce manufacturing costs.

     The Company's North American one-quart motor oil container business is in a
mature industry. The Company has been able to partially offset pricing pressures
by renewing or extending contracts, improving manufacturing efficiencies, line
speeds, labor efficiency and inventory management and reducing container weight
and material spoilage. Unit volume in the one-quart motor oil industry decreased
3% in 2001 as compared to 2000; annual volumes declined an average of 1% to 2%
in prior years. Management believes the decline in the domestic one-quart motor
oil container business will continue for the next several years but believes
there are significant volume opportunities for automotive product business in
foreign countries, particularly those in Latin America. The Company was recently
awarded 100% of Pennzoil-Quaker State's United States one-quart volume
requirements. This award includes supplying from a facility on site with
Pennzoil-Quaker State in Newell, West Virginia. ExxonMobil also awarded the
Company 100% of its one-quart volume requirements for one of its United States
filling plants, located in Port Allen, Louisiana. ExxonMobil was not a United
States customer prior to this award.

     Following its strategy to expand while at the same time restructure the
business in selected international areas, the Company currently operates 21
facilities, either on its own or through joint ventures, in Argentina, Belgium,
Brazil, Canada, France, Germany, Hungary, Mexico, Poland, Spain and Turkey. In
early 2002 the Company announced the closing of its plants in Burlington,
Ontario and Wrexham, Wales, United Kingdom. On March 28, 2002, the Company
completed the sale of its Italian operations.

     For the three months ended March 31, 2002, 82% of the Company's net sales
were generated by the top twenty customers, the majority of which are under
long-term contracts with terms up to ten years; the remainder of which are
customers with whom the Company has been doing business for over 18 years on
average. Prices under these arrangements are typically tied to market standards
and, therefore, vary with market conditions. In general, the contracts are
requirements contracts that do not obligate the customer to purchase any given
amount of product from the Company.

     Based on industry data, the following table summarizes average market
prices per pound of polyethylene terephthalate, or PET, and high-density
polyethylene, or HDPE, resins in North America over the following three month
periods:

                          Three Months Ended
                         --------------------
                         March 31,    April 1,
                           2002         2001
                         ---------    --------
     PET..............   $  0.56      $  0.64
     HDPE.............      0.36         0.47


     In general, the Company's dollar gross profit is substantially unaffected
by fluctuations in the prices of PET and HDPE resins, the primary raw materials
for the Company's products, because industry practice and the Company's
agreements with its customers permit substantially all price changes to be
passed through to customers by means of corresponding changes in product
pricing. Consequently, the Company believes that cost of goods sold, as well as
certain other expense items, should not be analyzed solely on a percentage of
net sales basis. A sustained increase in resin prices, to the extent that those
costs are not passed on to the end-consumer, would make plastic containers less
economical for the Company's customers and could result in a slower pace of
conversions to plastic containers.


                                       15
<PAGE>

     The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the applicable income or loss is
included in the tax returns of its partners. The Company may make tax
distributions to its partners to reimburse them for such tax obligations, if
any. The Company's foreign operations are subject to tax in their local
jurisdictions. Most of these entities have historically incurred net operating
losses.


Results of Operations

     The following tables set forth the operating segments and product
categories for the Company's net sales (in millions) and such net sales
expressed as a percentage of total revenues:


                                         Three Months Ended
                                ----------------------------------
                                   March 31,          April 1,
                                     2002               2001
                                ---------------    ---------------
North America................   $ 185.0   79.9%    $ 188.7   80.0%
Europe.......................      39.0   16.9        40.4   17.1
Latin America................       7.5    3.2         6.9    2.9
                                -------   ----     -------   ----
Total Net Sales..............   $ 231.5  100.0%    $ 236.0  100.0%
                                =======  =====     =======  =====


                                           Three Months Ended
                                ----------------------------------
                                   March 31,          April 1,
                                     2002               2001
                                ---------------    ---------------
Food and Beverage............   $ 132.5   57.3%    $ 129.6   54.9%
Household and Personal Care..      51.0   22.0        54.2   23.0
Automotive...................      48.0   20.7        52.2   22.1
                                 ------   ----      ------   ----
Total Net Sales..............   $ 231.5  100.0%    $ 236.0  100.0%
                                =======  =====     =======  =====



Three Months Ended March 31, 2002 Compared to Three Months Ended April 1, 2001

Net Sales. Net sales for the three months ended March 31, 2002 decreased $4.5
million or 1.9% to $231.5 million from $236.0 million for the three months ended
April 1, 2001. The decrease in sales was primarily due to a decrease in resin
pricing, offset by a 10.8% increase in units sold, principally due to additional
food and beverage container business where units increased by 15.0%. On a
geographic basis, sales for the three months ended March 31, 2002 in North
America were down $3.7 million or 2.0% from the three months ended April 1,
2001. The North American sales decrease included higher units sold of 6.7%.
North American sales in the household and personal care business and the
automotive business contributed $2.4 million and $3.8 million, respectively, to
the decrease, while sales in the food and beverage business increased $2.5
million. Units sold in North America increased by 11.1% in the food and beverage
business, 2.4% in the household and personal care business and 1.0% in the
automotive business. Sales for the three months ended March 31, 2002 in Europe
were down $1.4 million or 3.5% from the three months ended April 1, 2001.
Overall, the European sales reflected a 17.2% increase in units sold. The
decrease in sales is primarily due to a decrease in resin pricing and exchange
rate changes of approximately $1.8 million for the three months ended March 31,
2002 compared to the three months ended April 1, 2001. Sales in Latin America
for the three months ended March 31, 2002 were up $0.6 million or 8.7% from the
three months ended April 1, 2001, primarily due to an increase in units sold of
24.8%, offset by exchange rate changes of approximately $1.6 million.

Gross Profit. Gross profit for the three months ended March 31, 2002 increased
$5.7 million to $40.1 million from $34.4 million for the three months ended
April 1, 2001. Gross profit for the three months ended March 31, 2002 increased
$3.9 million in North America and $1.8 million in Europe, while remaining flat
in Latin America, when compared to the three months ended April 1, 2001. The
increase in gross profit resulted primarily from the higher sales volume in
North America and Europe and improved operating performance in North America and
Europe as compared to the prior year.


                                       16
<PAGE>


Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the three months ended March 31, 2002 increased $0.5 million to
$14.4 million from $13.9 million for the three months ended April 1, 2001. The
increase in 2002 selling, general and administrative expenses is primarily due
to overall growth in the business. Selling, general and administrative expenses
include certain non-recurring charges of $0.2 million and $0.1 million for the
three months ended March 31, 2002 and April 1, 2001, respectively, comprised
primarily in both periods of global reorganization costs. As a percent of sales,
selling, general and administrative expenses, excluding non-recurring charges,
increased to 6.1% of sales for the three months ended March 31, 2002 from 5.8%
for the three months ended April 1, 2001.

Interest Expense, Net. Interest expense, net decreased $4.0 million to $22.0
million for the three months ended March 31, 2002 from $26.0 million for the
three months ended April 1, 2001. The decrease was primarily related to lower
interest rates for the three months ended March 31, 2002 as compared to the
three months ended April 1, 2001. Interest expense, net includes $4.0 million
and $3.5 million of non-cash interest on the Senior Discount Notes for the three
months ended March 31, 2002 and April 1, 2001, respectively.

Other (Income) Expense. Other income was $0.1 million for the three months ended
March 31, 2002 as compared to other expense of $0.6 million for the three months
ended April 1, 2001. The higher income was primarily due to a lower equity loss
and a lower foreign exchange loss in the three months ended March 31, 2002 as
compared to the three months ended April 1, 2001.

Net Income (Loss). Primarily as a result of factors discussed above, net income
was $3.2 million for the three months ended March 31, 2002 compared to a net
loss of $6.2 million for the three months ended April 1, 2001.

Adjusted EBITDA. Primarily as a result of factors discussed above, Adjusted
EBITDA (as hereafter defined) increased $7.4 million or 18.8% to $46.7 million
for the three months ended March 31, 2002 from $39.3 million for the three
months ended April 1, 2001.


Effect of Changes in Exchange Rates

     In general, the Company's results of operations are affected by changes in
foreign exchange rates. Subject to market conditions, the Company prices its
products in its foreign operations in local currencies. As a result, a decline
in the value of the United States dollar relative to these other currencies can
have a favorable effect on the profitability of the Company, and an increase in
the value of the United States dollar relative to these other currencies can
have a negative effect on the profitability of the Company. Exchange rate
fluctuations decreased other comprehensive income by $0.3 million and $9.9
million for the three months ended March 31, 2002 and April 1, 2001,
respectively.


Derivatives

     On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). These interest rate swaps are accounted for
as cash flow hedges. The effective portion of the change in the fair value of
the interest rate swaps is recorded in OCI and was an unrealized gain of $6.1
million for the three months ended March 31, 2002. Approximately 81% of the
amount recorded within OCI is expected to be recognized as interest expense in
the next twelve months. Failure to properly document the Company's interest rate
swaps as cash flow hedges would result in income statement recognition of all or
part of the cumulative $7.0 million unrealized loss recorded in OCI as of March
31, 2002.


                                       17
<PAGE>


Liquidity and Capital Resources

     In the three months ended March 31, 2002, the Company funded, through its
various borrowing arrangements and operating activities, $21.4 million of
investing activities, consisting of $21.7 million of capital expenditures,
offset by $0.3 million of proceeds from the sale of the Italian operations.

     The Company's Senior Credit Agreement, entered into as part of the
Company's 1998 Recapitalization, currently consists of four term loans to the
Operating Company with initial term loan commitments totaling $570 million and
two revolving loan facilities to the Operating Company totaling $255 million.
Unused availability of the revolving credit facilities under the Senior Credit
Agreement at March 31, 2002 is $101.0 million, all of which is under the
Revolving Credit Facility. The obligations of the Operating Company under the
Senior Credit Agreement are guaranteed by Holdings and certain other
subsidiaries of Holdings. The term loans are payable in quarterly installments
through January 31, 2007, and require payments of $25.0 million in 2002, $27.5
million in 2003, $93.0 million in 2004, $64.9 million in 2005 and $242.7 million
in 2006. The Company expects to fund scheduled debt repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.

     The Senior Credit Agreement contains certain affirmative and negative
covenants as to the operations and financial condition of the Company, as well
as certain restrictions on the payment of dividends and other distributions to
Holdings. Substantially all domestic tangible and intangible assets of the
Company are pledged as collateral pursuant to the terms of the Senior Credit
Agreement.

     The Recapitalization also included the issuance of $225 million of Senior
Subordinated Notes due 2008 and the issuance of $169 million aggregate principal
amount at maturity of Senior Discount Notes due 2009 which yielded gross
proceeds of $100.6 million. At March 31, 2002, the aggregate accreted value of
the Senior Discount Notes was $155.7 million. The Senior Subordinated Notes are
unconditionally guaranteed on a senior subordinated basis by Holdings and mature
on January 15, 2008, with interest payable on $150 million at a fixed rate of
8.75% and with interest payable on $75 million at LIBOR plus 3.625%. The Senior
Discount Notes mature on January 15, 2009, with cash interest payable
semi-annually beginning July 15, 2003 at 10.75%. The effective interest rate to
maturity on the Senior Discount Notes is 10.75%. At March 31, 2002, the
Company's total indebtedness was $1,078.4 million.

     An equity contribution of $50 million was made by the Company's owners to
the Company on September 29, 2000, satisfying Blackstone's first capital call
obligation under the Senior Credit Agreement and Capital Call Agreement. As part
of the second amendment to the Senior Credit Agreement, if certain events of
default were to occur, or if the Company's Net Leverage Ratio were above certain
levels for test periods beginning June 30, 2001, Blackstone agreed to make an
additional equity contribution to the Company through the administrative agent
of up to $50 million. The Company's Net Leverage Ratio being above the specified
levels at June 30, 2001 or thereafter is not an event of default under the
Senior Credit Agreement. An additional equity contribution of $50 million was
made by the Company's owners on March 29, 2001, satisfying Blackstone's final
obligation under the Capital Call Agreement dated as of August 13, 1998, as
amended on March 29, 2000, for all future test periods. The Company used the
proceeds of the Capital Calls to reduce its outstanding Revolving Credit Loans.

     As market conditions warrant, the Company and its major equityholders,
including Blackstone Capital Partners III Merchant Banking Fund L.P. and its
affiliates, may from time to time repurchase debt securities issued by the
Company, in privately negotiated or open market transactions, by tender offer or
otherwise.

     Adjusted EBITDA is not intended to represent cash flow from operations as
defined by generally accepted accounting principles and should not be used as an
alternative to net income as an indicator of operating performance or to cash
flow as a measure of liquidity. Adjusted EBITDA is defined in the Company's
Indentures as earnings before minority interest, extraordinary items, interest
expense, interest income, income taxes, depreciation and amortization expense,
the ongoing $1 million per year fee paid pursuant to the Blackstone monitoring
agreement, non-cash equity income in earnings of joint ventures, other non-cash
charges, Recapitalization expenses, special charges and unusual items and
certain non-recurring charges. Adjusted EBITDA is included to provide additional
information with respect to the ability of Holdings and the Operating Company to
satisfy their debt service, capital expenditure and working capital requirements
and because certain covenants in Holdings' and the Operating Company's borrowing
arrangements are tied to similar measures. While Adjusted EBITDA and similar
measures are frequently used as a measure of operations and the ability to meet
debt service requirements, these terms are not necessarily comparable to other
similarly titled captions of other companies due to the potential
inconsistencies in the method of calculation. Adjusted EBITDA is calculated as
follows:


                                       18
<PAGE>






<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                           --------------------
                                                                           March 31,   April 1,
                                                                             2002       2001
                                                                           ---------   --------
                                                                              (in millions)
<S>                                                                        <C>        <C>

Net income (loss) ......................................................    $  3.2     $ (6.2)
Interest expense, net ..................................................      22.0       26.0
Income tax expense .....................................................       0.2        --
Depreciation and amortization ..........................................      17.5       18.4
Fees paid pursuant to the Blackstone monitoring agreement...............       0.3        0.3
Equity in loss of joint venture ........................................       --         0.2
Minority interest ......................................................       0.3        --
Special charges and unusual items/certain non-recurring charges (1)(2) .       3.2        0.6
                                                                             -----      -----
Adjusted EBITDA ........................................................    $ 46.7     $ 39.3
                                                                             =====      =====
</TABLE>


(1)  The three months ended March 31, 2002 include global reorganization costs
     ($3.1 million) and other costs ($0.1 million). The three months ended April
     1, 2001 include special charges and unusual items related to compensation
     costs incurred in connection with the Recapitalization ($0.1 million) and
     global reorganization costs ($0.5 million).
(2)  Does not include project startup costs, which are treated as non-recurring
     in accordance with the definition of EBITDA under the Senior Credit
     Agreement. These startup costs were $1.1 million and $2.8 million for the
     three months ended March 31, 2002 and April 1, 2001, respectively.

     Management believes that capital investment to maintain and upgrade
property, plant and equipment is important to remain competitive. Management
estimates that the annual capital expenditures required to maintain the
Company's current facilities are approximately $30 million per year. Additional
capital expenditures beyond this amount will be required to expand capacity.
Capital expenditures for the three months ended March 31, 2002 were $21.7
million. For the fiscal year 2002, the Company expects to incur approximately
$120 million of capital expenditures. However, total capital expenditures will
depend on the size and timing of growth related opportunities. The Company's
principal sources of cash to fund capital requirements will be net cash provided
by operating activities and borrowings under the Senior Credit Agreement.

     Under the Senior Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends or other distributions to Holdings;
provided that, subject to certain limitations, the Operating Company may pay
dividends or other distributions to Holdings:
o    in respect of overhead, tax liabilities, legal, accounting and other
     professional fees and expenses;
o    to fund purchases and redemptions of equity interests of Holdings or
     BMP/Graham Holdings Corporation held by then present or former officers or
     employees of Holdings, the Operating Company or their subsidiaries or by
     any employee stock ownership plan upon such person's death, disability,
     retirement or termination of employment or other circumstances with certain
     annual dollar limitations; and
o    to finance, starting on July 15, 2003, the payment of cash interest
     payments on the Senior Discount Notes.


New Accounting Pronouncements

     On January 1, 2002, SFAS 142, "Goodwill and Other Intangible Assets," was
adopted by the Company. SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company is in the process of completing step one of the
transitional goodwill impairment test and has not determined the impact, if any,
that the goodwill impairment test will have on its consolidated financial
position or results of operations. The Company will complete step one of the
transitional goodwill impairment test by June 30, 2002.


                                       19
<PAGE>

     On January 1, 2002, SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was adopted by the Company. SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.


                                       20
<PAGE>




Item 3.  Quantitative and Qualitative Disclosures About Market Risk


     See the information set forth in Item 7A of Holdings' Annual Report on Form
10-K for the fiscal year ended December 31, 2001 for complete quantitative and
qualitative disclosures about market risk. The following table provides
disclosure as of March 31, 2002 for financial instruments that have experienced
material changes in fair value since December 31, 2001.


<TABLE>
<CAPTION>

                           Expected Maturity Date of Interest Rate Swap Agreements at March 31, 2002
                                                         (In thousands)                                   Fair Value
                        ---------------------------------------------------------------------------------- March 31,
                            2002        2003        2004        2005        2006   Thereafter   Total        2002
                            ----        ----        ----        ----        ----   ----------   -----        ----
<S>                      <C>         <C>           <C>         <C>         <C>    <C>          <C>        <C>
Derivatives matched
  against liabilities:    $200,000    $300,000       --          --          --         --     $500,000   $ (7,007)
Pay fixed swaps
  Pay rate                  5.81%        5.25%       --          --          --         --        5.47%
  Receive rate              2.01%        3.30%       --          --          --         --        2.78%

</TABLE>




                                       21
<PAGE>



PART II      OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits

          Exhibit 2.1  Asset  Purchase  and Sale  Agreement by and between
                       Faserplast  S.R.L. and Graham Packaging Italy S.R.L.
                       (English translation)

          Exhibit 2.2  Asset  Purchase  and Sale  Agreement by and between
                       Serioplast  S.P.A. and Societa' Imballaggi Plastici
                       S.R.L. (English translation)


    (b)   Reports on Form 8-K

          The Company filed a Current Report on Form 8-K, dated March 28, 2002,
          to report the disposition of the assets of its Italian subsidiaries,
          Graham Packaging Italy S.R.L. and Societa' Imballaggi Plastici S.R.L.
          English translations of the Asset Purchase Agreements for the
          foregoing transactions are included as Exhibits 2.1 and 2.2 to this
          Quarterly Report on Form 10-Q. The prevailing versions are in Italian.
          The agreements have been amended in immaterial respects as to time of
          payment of first consideration and exchange of bank guarantees, with
          two closing memoranda signed by the parties at the closings.




                                       22
<PAGE>





                                                     SIGNATURE



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     the  registrant  has duly  caused this report to be signed on its behalf by
     the undersigned thereunto duly authorized.

         Dated:  May 14, 2002


                                 GRAHAM PACKAGING HOLDINGS COMPANY
                                 (Registrant)

                                 By:  BCP/Graham Holdings L.L.C.,
                                          its General Partner


                                 By:   /s/  John E. Hamilton
                                       -----------------------------------
                                       John E. Hamilton
                                       Vice President, Finance and
                                       Administration
                                       (chief accounting officer and duly
                                       authorized officer)



                                       23
<PAGE>



                                  EXHIBIT INDEX

         The following is a list of the exhibits filed herewith:

Exhibit
Number      Description of Exhibit
------      ----------------------

2.1      -  Asset Purchase and Sale Agreement by and between Faserplast S.R.L.
            and Graham Packaging Italy S.R.L. (English translation)

2.2      -  Asset Purchase and Sale Agreement by and between Serioplast S.P.A.
            and Societa' Imballaggi Plastici S.R.L. (English translation)


                                       24
<PAGE>
[{"type": "10-Q", "sequence": "1", "filename": "holdings10q2002-1stq.txt", "description": "1ST QTR 2002 - GPC HOLDINGS", "secsgml_size_bytes": 72029}]
{"company-data": {"conformed-name": "GRAHAM PACKAGING HOLDINGS CO", "cik": "0001061507", "assigned-sic": "3080", "irs-number": "222553000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-53603-03", "film-number": "02646889"}, "business-address": {"street1": "2401 PLEASANT VALLEY RD", "city": "YORK", "state": "PA", "zip": "17403", "phone": "7178498500"}, "mail-address": {"street1": "2401 PLEASANT VALLEY RD", "city": "YORK", "state": "PA", "zip": "17402"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 10-Q

(Mark One)
     [ x ] QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended March 31, 2002

                                       OR

     [   ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ___________________ to
_______________________

                      Commission file number: 333-53603-03

                        GRAHAM PACKAGING HOLDINGS COMPANY
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                           23-2553000
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                           2401 Pleasant Valley Road
                               York, Pennsylvania
                    ----------------------------------------
                    (Address of principal executive offices)

                                     17402
                                   ----------
                                   (zip code)

                                 (717) 849-8500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

     Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

                                       1
GRAHAM PACKAGING HOLDINGS COMPANY
                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                   Page Number
Item  1: Condensed Consolidated Financial Statements:

         CONDENSED CONSOLIDATED BALANCE SHEETS -
            At March 31, 2002 and December 31, 2001........................  3

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - For the
            Three Months ended March 31, 2002 and April 1, 2001............  4

         CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
            (DEFICIT) - For the Year Ended December 31, 2001 and Three
            Months ended March 31, 2002....................................  5

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - For the
            Three Months ended March 31, 2002 and April 1, 2001............  6

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS..............  7

Item  2: Management's Discussion and Analysis of Financial Condition and
         Results of Operations.......................................  .... 14

Item  3. Quantitative and Qualitative Disclosures About Market Risk........ 21

                           PART II. OTHER INFORMATION

Item  6: Exhibits and Reports on Form 8-K.................................. 22

Signature:................................................................. 23

Exhibit Index:............................................................. 24

                                       2
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                      March 31,    December 31,
                                                        2002          2001
                                                    ------------   ------------
                                                         (in thousands)
ASSETS
Current assets:
   Cash and cash equivalents .....................   $    10,693    $     9,032
   Accounts receivable, net ......................       115,808         90,182
   Inventories ...................................        55,240         60,476
   Prepaid expenses and other current assets .....        12,644         14,054
                                                     -----------    -----------
Total current assets .............................       194,385        173,744
Property, plant and equipment, net ...............       552,446        549,585
Goodwill .........................................         5,890          6,400
Other non-current assets .........................        28,861         28,832
                                                     -----------    -----------
Total assets .....................................   $   781,582    $   758,561
                                                     ===========    ===========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses .........   $   165,880    $   175,130
   Current portion of long-term debt .............        33,681         30,585
                                                     -----------    -----------
Total current liabilities ........................       199,561        205,715
Long-term debt ...................................     1,044,718      1,021,806
Other non-current liabilities ....................        10,486         13,582
Minority interest ................................         2,785          2,512
Commitments and contingent liabilities (see Note 8)          --             --
Partners' capital (deficit) ......................      (475,968)      (485,054)
                                                     -----------    -----------
Total liabilities and partners' capital (deficit).   $   781,582    $   758,561
                                                     ===========    ===========

                 See accompanying notes to financial statements.

                                       3
GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                    Three Months Ended
                                                 -----------------------
                                                 March 31,      April 1,
                                                   2002          2001
                                                 ---------      --------
                                                     (in thousands)
Net sales ....................................   $ 231,519    $ 235,968
Cost of goods sold ...........................     191,467      201,570
                                                 ---------    ---------
Gross profit .................................      40,052       34,398
Selling, general, and administrative expenses       14,442       13,891
Special charges and unusual items ............        --            147
                                                 ---------    ---------
Operating income .............................      25,610       20,360
Interest expense, net ........................      21,973       26,007
Other (income) expense .......................        (102)         551
Minority interest ............................         273         --
                                                 ---------    ---------
Income (loss) before income taxes ............       3,466       (6,198)
Income tax provision .........................         224           14
                                                 ---------    ---------
Net income (loss) ............................   $   3,242    $  (6,212)
                                                 =========    =========

                 See accompanying notes to financial statements.

                                       4
GRAHAM PACKAGING HOLDINGS COMPANY
        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)
Notes and
                                                                             Interest        Accumulated
                                                               Partners'   Receivable for      Other
                                                                Capital      Ownership      Comprehensive
                                                               (Deficit)     Interests       Income (Loss)     Total
                                                              -----------  ---------------   -------------  -----------
                                                                                     (in thousands)
Balance at January 1, 2001 .................................   $(433,997)    $  (1,147)       $ (29,235)   $(464,379)

  Net loss for the year ....................................     (43,970)        --                --        (43,970)
  Cumulative effect of change in accounting for derivatives         --           --                 392          392
  Changes in fair value of derivatives .....................        --           --             (13,537)     (13,537)
  Additional minimum pension liability .....................        --           --              (1,937)      (1,937)
  Cumulative translation adjustment ........................        --           --             (10,383)     (10,383)
                                                                                                           ---------
  Comprehensive income (loss) ..............................                                                 (69,435)
  Capital contribution .....................................      50,000       (1,296)             --         48,704
  Recapitalization .........................................          56         --                --             56
                                                               ---------    ---------         ---------    ---------
Balance at December 31, 2001 ...............................    (427,911)      (2,443)          (54,700)    (485,054)
  Net income for the period ................................       3,242         --                --          3,242
  Changes in fair value of derivatives .....................        --           --               6,138        6,138
  Additional minimum pension liability .....................        --           --                   1            1
  Cumulative translation adjustment ........................        --           --                (257)        (257)
                                                                                                           ---------
  Comprehensive income .....................................                                                   9,124
  Capital contribution .....................................        --            (38)             --            (38)
                                                               ---------    ---------         ---------    ---------
Balance at March 31, 2002 ..................................   $(424,669)   $  (2,481)        $ (48,818)   $(475,968)
                                                               =========    =========         =========    =========
See accompanying notes to financial statements.

                                       5
GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
Three Months Ended
                                                                                   -----------------------
                                                                                    March 31,    April 1,
                                                                                     2002         2001
                                                                                   ----------   ----------
                                                                                       (in thousands)
Operating activities:
  Net income (loss) ............................................................   $  3,242    $ (6,212)
  Adjustments to reconcile net income (loss) to net cash provided by (used in)
    operating activities:
    Depreciation and amortization ..............................................     17,472      18,374
    Amortization of debt issuance fees .........................................      1,143       1,165
    Accretion of Senior Discount Notes .........................................      4,015       3,540
    Minority interest ..........................................................        273        --
    Equity in loss of joint venture ............................................       --           246
    Foreign currency transaction loss ..........................................         15         238
    Other non-cash Recapitalization expense ....................................       --            56
    Changes in operating assets and liabilities, net of acquisition of business:
      Accounts receivable ......................................................    (26,510)    (14,472)
      Inventories ..............................................................      4,787         291
      Prepaid expenses and other current assets ................................      1,530       1,076
      Other non-current assets and liabilities .................................       (606)       (118)
      Accounts payable and accrued expenses ....................................     (4,244)    (41,276)
                                                                                   --------    --------
Net cash provided by (used in) operating .......................................      1,117     (37,092)
activities
Investing activities:
      Net purchases of property, plant and equipment ...........................    (21,677)    (25,627)
      Loan to affiliate.........................................................       --        (2,606)
      Acquisition of/investment in business, net of cash acquired ..............       --           453
      Proceeds from sale of business ...........................................        307        --
      Other ....................................................................       --           (28)
                                                                                   --------    --------
Net cash used in investing activities ..........................................    (21,370)    (27,808)
Financing activities:
      Net proceeds from issuance of long-term debt .............................     22,205      11,833
      Notes and interest receivable for ownership interests ....................        (38)     (1,146)
      Capital contributions ....................................................       --        50,000
                                                                                   --------    --------
Net cash provided by financing activities ......................................     22,167      60,687
Effect of exchange rate changes ................................................       (253)       (279)
                                                                                   --------    --------
Increase (decrease) in cash and cash equivalents ...............................      1,661      (4,492)
Cash and cash equivalents at beginning of period ...............................      9,032       9,844
                                                                                   --------    --------
Cash and cash equivalents at end of period .....................................   $ 10,693    $  5,352
                                                                                   ========    ========
See accompanying notes to financial statements.

                                       6
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.  Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of
Graham Packaging Holdings Company ("Holdings"), a Pennsylvania limited
partnership, have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X and therefore do not include all of the
information and footnotes required by generally accepted accounting principles
for complete annual financial statements. In the opinion of management, all
adjustments (consisting only of usual recurring adjustments considered necessary
for a fair presentation) are reflected in the condensed consolidated financial
statements. The condensed consolidated balance sheet as of December 31, 2001 is
derived from audited financial statements. The condensed consolidated financial
statements and notes thereto should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2001. The
results of operations for the three months ended March 31, 2002 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2002.

     All entities and assets owned by Holdings are referred to collectively as
the "Company." Graham Packaging Company, L.P. is referred to as the "Operating
Company."

Derivatives

     On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). These interest rate swaps are accounted for
as cash flow hedges. The effective portion of the change in the fair value of
the interest rate swaps is recorded in OCI and was an unrealized gain of $6.1
million for the three months ended March 31, 2002. Approximately 81% of the
amount recorded within OCI is expected to be recognized as interest expense in
the next twelve months. Failure to properly document the Company's interest rate
swaps as cash flow hedges would result in income statement recognition of all or
part of the cumulative $7.0 million unrealized loss recorded in OCI as of March
31, 2002.

Goodwill and Other Intangible Assets

     On January 1, 2002, SFAS 142, "Goodwill and Other Intangible Assets," was
adopted by the Company. SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company is in the process of completing step one of the
transitional goodwill impairment test and has not determined the impact, if any,
that the goodwill impairment test will have on its consolidated financial
position or results of operations. The Company will complete step one of the
transitional goodwill impairment test by June 30, 2002. See Note 12.

Long Lived Assets

     On January 1, 2002, SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was adopted by the Company. SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.

Reclassifications

     Certain reclassifications have been made to the 2001 financial statements
to conform to the 2002 presentation.

                                       7
2.  Debt Arrangements

         Long-term debt consisted of the following:

                                             March 31,    December 31,
                                              2002          2001
                                          ------------    ------------
                                                  (in thousands)
     Term loans .........................   $  520,712   $  526,950
     Revolving loans ....................      153,500      125,000
     Revolving credit facilities ........        5,944        5,111
     Senior Subordinated Notes ..........      225,000      225,000
     Senior Discount Notes ..............      155,653      151,638
     Capital leases .....................       15,577       16,041
     Other...............................        2,013        2,651
                                            ----------   ----------
                                             1,078,399    1,052,391
     Less amounts classified as current .       33,681       30,585
                                            ----------   ----------
                                            $1,044,718   $1,021,806
                                            ==========   ==========

     On February 2, 1998 the Company refinanced the majority of its existing
credit facilities in connection with the Recapitalization and entered into a
senior credit agreement (the "Senior Credit Agreement") with a consortium of
banks. The Senior Credit Agreement was amended on August 13, 1998 to provide for
an additional term loan borrowing of an additional $175 million and on March 30,
2000 as described below (the "Amendments"). The Senior Credit Agreement and the
Amendments consist of four term loans to the Operating Company with initial term
loan commitments totaling $570 million (the "Term Loans" or "Term Loan
Facilities"), a $155 million revolving credit facility (the "Revolving Credit
Facility") and a $100 million growth capital revolving credit facility (the
"Growth Capital Revolving Credit Facility" and, together with the Revolving
Credit Facility, the "Revolving Credit Loans"). The unused availability of the
revolving credit facilities under the Senior Credit Agreement and the Amendments
at March 31, 2002 was $101.0 million. The March 30, 2000 Amendment changed the
terms under which the Company can access $100 million of growth capital
revolving loans from a dollar for dollar equity match to a capital call with
various test dates based on certain leverage tests for quarters ending on or
after June 30, 2001. In addition, the Senior Credit Agreement and Amendments
contain certain affirmative and negative covenants as to the operations and
financial condition of the Company, as well as certain restrictions on the
payment of dividends and other distributions to Holdings. On March 31, 2002 the
Company was in compliance with all covenants.

     Interest paid during the three months ended March 31, 2002 and April 1,
2001, net of amounts capitalized, totaled $22.0 million and $27.2 million,
respectively.

                                       8
3.  Inventories

         Inventories consisted of the following:

                                        March 31,       December 31,
                                          2002             2001
                                     ------------       ------------
                                               (in thousands)
     Finished goods..............       $ 39,143         $ 43,403
     Raw materials and parts.....         16,097           17,073
                                        --------         --------
                                        $ 55,240         $ 60,476
                                        ========         ========

4.  Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses included the following:

                                                March 31,   December 31,
                                                 2002          2001
                                             ------------   ------------
                                                   (in thousands)
Accounts payable..............................  $ 93,341    $ 95,749
Accrued employee compensation and benefits....    20,424      23,930
Accrued interest..............................     7,310      12,361
Other.........................................    44,805      43,090
                                                --------    --------
                                                $165,880    $175,130
                                                ========    ========

     For the year ended December 31, 2000, the Company incurred reorganization
costs in North America and Europe of $4.5 million, which included the legal
liability of severing 53 employees. For the year ended December 31, 2001, the
Company incurred costs of employee termination benefits in Burlington, Canada of
$0.9 million, which included the legal liability of severing 139 employees and
in Bad Bevensen, Germany of $0.6 million, which included the legal liability of
severing 22 employees. For the three months ended March 31, 2002, the Company
incurred costs of employee termination benefits in the United Kingdom of $1.7
million, which included the legal liability of severing 67 employees.
Substantially all of the cash payments for these termination benefits are
expected to be made by December 31, 2002. The following table reflects a
rollforward of the reorganization costs, primarily included in accrued employee
compensation and benefits (in thousands):

                               Europe &
                                North
                               America   Burlington, United   Germany
                              Reduction    Canada    Kingdom  Reduction
                               in Force   Shutdown   Shutdown in Force   Total
                              ---------  ----------- -------- --------- -------
Reserves at December 31, 2001  $  407     $  895    $   --    $  564    $1,866
Increase in reserves ........     --          29      1,706       --     1,735
Cash payments................     (67)      (209)      (976)    (168)   (1,420)
                               -------    -------    -------  -------   -------
Reserves at March 31, 2002 ..  $  340     $  715    $   730   $  396    $2,181
                               =======    =======    =======  =======   =======

5.  Income Taxes

     The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the applicable income or loss is
included in the tax returns of the partners. For the Company's foreign
operations subject to tax in their local jurisdictions, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and are measured
using enacted tax rates expected to apply to taxable income in the years in
which the temporary differences are expected to reverse. During 2002 and 2001,
some of the Company's various taxable entities incurred additional net operating
losses for which no carryforward benefit has been recognized.

                                       9
6.  Acquisitions

Investment in Limited Partnership of PlasPET Florida, Ltd.

     On April 26, 1999 the Company acquired 51% of the operating assets of
PlasPET Florida, Ltd., while becoming the general partner on July 6, 1999, and
on October 9, 2001 acquired the remaining 49%, for a total purchase price
(including acquisition-related costs) of $3.3 million, net of liabilities
assumed. The investment was accounted for under the equity method of accounting
prior to July 6, 1999. The original acquisition was recorded on July 6, 1999
under the purchase method of accounting and, accordingly, the results of
operations of the acquired operations are consolidated in the financial
statements of the Company beginning on July 6, 1999. The purchase price has been
allocated to assets acquired and liabilities assumed based on fair values. The
allocated fair value of assets acquired and liabilities assumed is summarized as
follows (in thousands):

     Current assets ..............   $   479
     Property, plant and equipment     4,689
     Other assets.................     1,052
     Goodwill ....................     4,032
                                     -------
     Total .......................    10,252
     Less liabilities assumed ....     6,906
                                     -------
     Net cost of acquisition .....   $ 3,346
                                     =======

Purchase of additional 1% interest in Masko Graham Joint Venture

     On March 30, 2001 the Company acquired an additional 1% interest in Masko
Graham Joint Venture ("Masko Graham") for a total interest of 51%. The total
purchase price (including acquisition-related costs) for the entire 51% interest
in the operating assets was $1.4 million, net of liabilities assumed. The
investment was accounted for under the equity method of accounting prior to
March 30, 2001. The acquisition was recorded on March 30, 2001 under the
purchase method of accounting and, accordingly, the results of operations of
Masko Graham are consolidated in the financial statements of the Company
beginning on March 30, 2001. The purchase price has been allocated to assets
acquired and liabilities assumed based on fair values. The allocated fair value
of assets acquired and liabilities assumed is summarized as follows (in
thousands):

     Current assets ..............   $ 3,743
     Property, plant and equipment     8,210
     Goodwill ....................       954
                                     -------
     Total .......................    12,907
     Less liabilities assumed ....    11,474
                                     -------
     Net cost of acquisition .....   $ 1,433
                                     =======

                                       10
Pro Forma Information

     The following table sets forth unaudited pro forma results of operations,
assuming that all of the above acquisitions had taken place on January 1, 2001.

                                       Three Months Ended
                                            April 1,
                                             2001
                                       ------------------
                                        (in thousands)
              Net sales ...............   $ 238,682
              Net (loss)...............      (6,252)

     These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional depreciation
expense as a result of a step-up in the basis of fixed assets and increased
interest expense on acquisition debt. They do not purport to be indicative of
the results of operations which actually would have resulted had the
combinations been in effect on January 1, 2001, or of future results of
operations of the combined entities.

7.  Rent Expense

     The Company was a party to various leases involving real property and
equipment during the three months ended March 31, 2002 and April 1, 2001. Total
rent expense for operating leases amounted to $5.6 million and $5.4 million for
the three months ended March 31, 2002 and April 1, 2001, respectively.

8.  Contingencies

     The Company is party to various litigation matters arising in the ordinary
course of business. The ultimate legal and financial liability of the Company
with respect to such litigation cannot be estimated with certainty, but
management believes, based on its examination of such matters, experience to
date and discussions with counsel, that such ultimate liability will not be
material to the business, financial condition or results of operations of the
Company.

9.  Condensed Operating Company Data

     Condensed financial data for the Operating Company as of March 31, 2002 and
December 31, 2001 was as follows:

                                  March 31,   December 31,
                                    2002         2001
                               ------------   ------------
                                     (in thousands)
Current assets...............   $ 201,378    $ 180,737
Non-current assets...........     583,248      580,749
Total assets.................     784,626      761,486
Current liabilities..........     199,561      205,715
Non-current liabilities......     902,336      886,261
Partners'capital (deficit)...    (317,271)    (330,490)

                                       11
Condensed financial data for the Operating Company for the three months
ended March 31, 2002 and April 1, 2001 was as follows:

                                      Three Months Ended
                                     -------------------
                                     March 31,   April 1,
                                       2002       2001
                                     ---------   --------
                                         (in thousands)
Net sales........................   $ 231,519   $ 235,968
Gross profit.....................      40,052      34,398
Net income (loss)................       7,375      (2,565)

     Full separate financial statements and other disclosures of the Operating
Company have not been presented. Management has determined that such financial
information is not material to investors.

10.  Comprehensive Income (Loss)

     Comprehensive income (loss) for the three months ended March 31, 2002 and
April 1, 2001 was as follows:

                                                            Three Months Ended
                                                            -------------------
                                                            March 31,  April 1,
                                                              2002      2001
                                                            ---------  --------
                                                               (in thousands)
Net income (loss) .......................................   $ 3,242    $ (6,212)
Cumulative effect of change in accounting for derivatives      --           392
Changes in fair value of derivatives ....................     6,138      (5,821)
Additional minimum pension liability ....................         1        --
Foreign currency ........................................      (257)     (9,948)
                                                            -------    --------
Comprehensive income (loss) .............................   $ 9,124    $(21,589)
                                                            =======    ========

11.  Segment Information

     The Company is organized and managed on a geographical basis in three
operating segments: North America, which includes the United States and Canada,
Europe and Latin America. Segment information for the three months ended March
31, 2002 and April 1, 2001 was as follows (in thousands):
North                 Latin
                                                      America     Europe    America     Total
                                                      -------     ------    -------     -----
Net sales          Three Months Ended March 31, 2002  $184,956   $ 39,041   $ 7,522    $231,519
                   Three Months Ended April 1, 2001    188,706     40,426     6,836     235,968

Net income (loss)  Three Months Ended March 31, 2002     4,479     (1,456)      219       3,242
                   Three Months Ended April 1, 2001     (3,962)    (2,176)      (74)     (6,212)
12
12.  Goodwill

     Effective January 1, 2002 the Company adopted SFAS 142. Therefore, the
Company has ceased to amortize goodwill beginning January 1, 2002.

     SFAS 142 provides that prior year's results should not be restated. The
following table presents the Company's operating results for the three months
ended April 1, 2001 reflecting the exclusion of goodwill amortization expense in
fiscal 2001.

                              Three Months Ended
                                April 1, 2001
                              ------------------
                                (in thousands)

     Net loss as reported         $(6,212)
     Goodwill amortization            264
                                  -------
     As adjusted                  $(5,948)
                                  =======

                                       13
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operation

         CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

     All statements other than statements of historical facts included in this
Report on Form 10-Q, including statements regarding the Company's future
financial position, economic performance and results of operations, as well as
the Company's business strategy, budgets and projected costs and plans and
objectives of management for future operations, and the information referred to
under "Quantitative and Qualitative Disclosures About Market Risk" (Part I, Item
3), are forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "intend," "estimate," "anticipate," "believe," or
"continue" or the negative thereof or variations thereon or similar terminology.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, the Company can give no assurance
that such expectations will prove to have been correct. Important factors that
could cause actual results to differ materially from the Company's expectations
include, without limitation, the Company's exposure to fluctuations in resin
prices and its dependence on resin supplies, competition in the Company's
markets, including the impact of possible new technologies, the high degree of
leverage and substantial debt service obligations of the Operating Company and
Holdings, the restrictive covenants contained in instruments governing
indebtedness of the Company, a decline in the domestic motor oil business, risks
associated with the Company's international operations, the Company's dependence
on significant customers and the risk that customers will not purchase the
Company's products in the amounts expected by the Company under their
requirements contracts, the Company's dependence on key management and its labor
force and the material adverse effect that could result from the loss of their
services, risks associated with environmental regulation, risks associated with
possible future acquisitions and the possibility that the Company may not be
able to achieve success in developing and expanding its business, including its
hot-fill PET (as hereinafter defined) plastic container business. See "Business
- Certain Risks of the Business" in Holdings' Annual Report on Form 10-K for the
fiscal year ended December 31, 2001. All forward-looking statements attributable
to the Company, or persons acting on its behalf, are expressly qualified in
their entirety by the cautionary statements set forth in this paragraph.

Overview

     The Company is a worldwide leader in the design, manufacture and sale of
customized blow molded plastic containers for the branded food and beverage,
household and personal care and automotive lubricants markets, with 55 plants
throughout North America, Europe and Latin America. The Company's primary focus
is to operate in select markets that will position it to benefit from the
growing conversion to high performance plastic packaging from more commodity
packaging. The Company targets branded consumer product manufacturers for whom
customized packaging design is a critical component in their efforts to
differentiate their products to consumers. The Company initially pursues these
attractive product areas with one or two major consumer products companies in
each category that it expects will lead the conversion to plastic packaging for
that category. The Company utilizes its innovative design, engineering and
technological capabilities to deliver highly customized, high performance
products to its customers in these areas in order to distinguish and increase
sales of their branded products. The Company collaborates with its customers
through joint initiatives in product design and cost reduction, and innovative
operational arrangements, which include on site manufacturing facilities.

     Management believes that critical success factors to the Company's business
are its ability to:

o    serve the complex packaging demands of its customers which include some of
     the world's largest branded consumer products companies;

o    forecast trends in the packaging industry across product lines and
     geographic territories (including those specific to the rapid conversion of
     packaging products from glass, metal and paper to plastic); and

o    make the correct investments in plant and technology necessary to satisfy
     the two factors mentioned above.

     Management believes that the area with the greatest opportunity for growth
continues to be in producing containers for the North American food and beverage
market because of the continued conversion to plastic packaging, including the
demand for hot-fill PET containers for juices, juice drinks, sport drinks, teas
and other food products. Since the beginning of 1997, the Company has invested
over $260 million in capital expenditures to expand its technology, machinery

                                       14
and plant structure to prepare for what it believed would be the growth in the
hot-fill PET area. For the year ended December 31, 2001 the Company's sales of
hot-fill PET containers has grown to $328.2 million from $70.2 million in 1996.
More recently, the Company has been a leading participant in the rapid growth of
the drinkable yogurt market where the Company manufactures containers using HDPE
(as hereinafter defined).

     The Company's household and personal care container business continues to
grow, as package conversion trends continue from other packaging forms in some
of its product lines. The Company continues to benefit as liquid fabric care
detergents, hard-surface cleaners and liquid automatic dishwashing detergents,
which are packaged in plastic containers, capture an increased share from
powdered detergents and cleaners, which are predominantly packaged in
paper-based containers. The Company has upgraded its proprietary machinery in
the United States to new larger blow molders to standardize production lines,
improve flexibility and reduce manufacturing costs.

     The Company's North American one-quart motor oil container business is in a
mature industry. The Company has been able to partially offset pricing pressures
by renewing or extending contracts, improving manufacturing efficiencies, line
speeds, labor efficiency and inventory management and reducing container weight
and material spoilage. Unit volume in the one-quart motor oil industry decreased
3% in 2001 as compared to 2000; annual volumes declined an average of 1% to 2%
in prior years. Management believes the decline in the domestic one-quart motor
oil container business will continue for the next several years but believes
there are significant volume opportunities for automotive product business in
foreign countries, particularly those in Latin America. The Company was recently
awarded 100% of Pennzoil-Quaker State's United States one-quart volume
requirements. This award includes supplying from a facility on site with
Pennzoil-Quaker State in Newell, West Virginia. ExxonMobil also awarded the
Company 100% of its one-quart volume requirements for one of its United States
filling plants, located in Port Allen, Louisiana. ExxonMobil was not a United
States customer prior to this award.

     Following its strategy to expand while at the same time restructure the
business in selected international areas, the Company currently operates 21
facilities, either on its own or through joint ventures, in Argentina, Belgium,
Brazil, Canada, France, Germany, Hungary, Mexico, Poland, Spain and Turkey. In
early 2002 the Company announced the closing of its plants in Burlington,
Ontario and Wrexham, Wales, United Kingdom. On March 28, 2002, the Company
completed the sale of its Italian operations.

     For the three months ended March 31, 2002, 82% of the Company's net sales
were generated by the top twenty customers, the majority of which are under
long-term contracts with terms up to ten years; the remainder of which are
customers with whom the Company has been doing business for over 18 years on
average. Prices under these arrangements are typically tied to market standards
and, therefore, vary with market conditions. In general, the contracts are
requirements contracts that do not obligate the customer to purchase any given
amount of product from the Company.

     Based on industry data, the following table summarizes average market
prices per pound of polyethylene terephthalate, or PET, and high-density
polyethylene, or HDPE, resins in North America over the following three month
periods:

                          Three Months Ended
                         --------------------
                         March 31,    April 1,
                           2002         2001
                         ---------    --------
     PET..............   $  0.56      $  0.64
     HDPE.............      0.36         0.47

     In general, the Company's dollar gross profit is substantially unaffected
by fluctuations in the prices of PET and HDPE resins, the primary raw materials
for the Company's products, because industry practice and the Company's
agreements with its customers permit substantially all price changes to be
passed through to customers by means of corresponding changes in product
pricing. Consequently, the Company believes that cost of goods sold, as well as
certain other expense items, should not be analyzed solely on a percentage of
net sales basis. A sustained increase in resin prices, to the extent that those
costs are not passed on to the end-consumer, would make plastic containers less
economical for the Company's customers and could result in a slower pace of
conversions to plastic containers.

                                       15
The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the applicable income or loss is
included in the tax returns of its partners. The Company may make tax
distributions to its partners to reimburse them for such tax obligations, if
any. The Company's foreign operations are subject to tax in their local
jurisdictions. Most of these entities have historically incurred net operating
losses.

Results of Operations

     The following tables set forth the operating segments and product
categories for the Company's net sales (in millions) and such net sales
expressed as a percentage of total revenues:

                                         Three Months Ended
                                ----------------------------------
                                   March 31,          April 1,
                                     2002               2001
                                ---------------    ---------------
North America................   $ 185.0   79.9%    $ 188.7   80.0%
Europe.......................      39.0   16.9        40.4   17.1
Latin America................       7.5    3.2         6.9    2.9
                                -------   ----     -------   ----
Total Net Sales..............   $ 231.5  100.0%    $ 236.0  100.0%
                                =======  =====     =======  =====

                                           Three Months Ended
                                ----------------------------------
                                   March 31,          April 1,
                                     2002               2001
                                ---------------    ---------------
Food and Beverage............   $ 132.5   57.3%    $ 129.6   54.9%
Household and Personal Care..      51.0   22.0        54.2   23.0
Automotive...................      48.0   20.7        52.2   22.1
                                 ------   ----      ------   ----
Total Net Sales..............   $ 231.5  100.0%    $ 236.0  100.0%
                                =======  =====     =======  =====

Three Months Ended March 31, 2002 Compared to Three Months Ended April 1, 2001

Net Sales. Net sales for the three months ended March 31, 2002 decreased $4.5
million or 1.9% to $231.5 million from $236.0 million for the three months ended
April 1, 2001. The decrease in sales was primarily due to a decrease in resin
pricing, offset by a 10.8% increase in units sold, principally due to additional
food and beverage container business where units increased by 15.0%. On a
geographic basis, sales for the three months ended March 31, 2002 in North
America were down $3.7 million or 2.0% from the three months ended April 1,
2001. The North American sales decrease included higher units sold of 6.7%.
North American sales in the household and personal care business and the
automotive business contributed $2.4 million and $3.8 million, respectively, to
the decrease, while sales in the food and beverage business increased $2.5
million. Units sold in North America increased by 11.1% in the food and beverage
business, 2.4% in the household and personal care business and 1.0% in the
automotive business. Sales for the three months ended March 31, 2002 in Europe
were down $1.4 million or 3.5% from the three months ended April 1, 2001.
Overall, the European sales reflected a 17.2% increase in units sold. The
decrease in sales is primarily due to a decrease in resin pricing and exchange
rate changes of approximately $1.8 million for the three months ended March 31,
2002 compared to the three months ended April 1, 2001. Sales in Latin America
for the three months ended March 31, 2002 were up $0.6 million or 8.7% from the
three months ended April 1, 2001, primarily due to an increase in units sold of
24.8%, offset by exchange rate changes of approximately $1.6 million.

Gross Profit. Gross profit for the three months ended March 31, 2002 increased
$5.7 million to $40.1 million from $34.4 million for the three months ended
April 1, 2001. Gross profit for the three months ended March 31, 2002 increased
$3.9 million in North America and $1.8 million in Europe, while remaining flat
in Latin America, when compared to the three months ended April 1, 2001. The
increase in gross profit resulted primarily from the higher sales volume in
North America and Europe and improved operating performance in North America and
Europe as compared to the prior year.

                                       16
Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the three months ended March 31, 2002 increased $0.5 million to
$14.4 million from $13.9 million for the three months ended April 1, 2001. The
increase in 2002 selling, general and administrative expenses is primarily due
to overall growth in the business. Selling, general and administrative expenses
include certain non-recurring charges of $0.2 million and $0.1 million for the
three months ended March 31, 2002 and April 1, 2001, respectively, comprised
primarily in both periods of global reorganization costs. As a percent of sales,
selling, general and administrative expenses, excluding non-recurring charges,
increased to 6.1% of sales for the three months ended March 31, 2002 from 5.8%
for the three months ended April 1, 2001.

Interest Expense, Net. Interest expense, net decreased $4.0 million to $22.0
million for the three months ended March 31, 2002 from $26.0 million for the
three months ended April 1, 2001. The decrease was primarily related to lower
interest rates for the three months ended March 31, 2002 as compared to the
three months ended April 1, 2001. Interest expense, net includes $4.0 million
and $3.5 million of non-cash interest on the Senior Discount Notes for the three
months ended March 31, 2002 and April 1, 2001, respectively.

Other (Income) Expense. Other income was $0.1 million for the three months ended
March 31, 2002 as compared to other expense of $0.6 million for the three months
ended April 1, 2001. The higher income was primarily due to a lower equity loss
and a lower foreign exchange loss in the three months ended March 31, 2002 as
compared to the three months ended April 1, 2001.

Net Income (Loss). Primarily as a result of factors discussed above, net income
was $3.2 million for the three months ended March 31, 2002 compared to a net
loss of $6.2 million for the three months ended April 1, 2001.

Adjusted EBITDA. Primarily as a result of factors discussed above, Adjusted
EBITDA (as hereafter defined) increased $7.4 million or 18.8% to $46.7 million
for the three months ended March 31, 2002 from $39.3 million for the three
months ended April 1, 2001.

Effect of Changes in Exchange Rates

     In general, the Company's results of operations are affected by changes in
foreign exchange rates. Subject to market conditions, the Company prices its
products in its foreign operations in local currencies. As a result, a decline
in the value of the United States dollar relative to these other currencies can
have a favorable effect on the profitability of the Company, and an increase in
the value of the United States dollar relative to these other currencies can
have a negative effect on the profitability of the Company. Exchange rate
fluctuations decreased other comprehensive income by $0.3 million and $9.9
million for the three months ended March 31, 2002 and April 1, 2001,
respectively.

Derivatives

     On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). These interest rate swaps are accounted for
as cash flow hedges. The effective portion of the change in the fair value of
the interest rate swaps is recorded in OCI and was an unrealized gain of $6.1
million for the three months ended March 31, 2002. Approximately 81% of the
amount recorded within OCI is expected to be recognized as interest expense in
the next twelve months. Failure to properly document the Company's interest rate
swaps as cash flow hedges would result in income statement recognition of all or
part of the cumulative $7.0 million unrealized loss recorded in OCI as of March
31, 2002.

                                       17
Liquidity and Capital Resources

     In the three months ended March 31, 2002, the Company funded, through its
various borrowing arrangements and operating activities, $21.4 million of
investing activities, consisting of $21.7 million of capital expenditures,
offset by $0.3 million of proceeds from the sale of the Italian operations.

     The Company's Senior Credit Agreement, entered into as part of the
Company's 1998 Recapitalization, currently consists of four term loans to the
Operating Company with initial term loan commitments totaling $570 million and
two revolving loan facilities to the Operating Company totaling $255 million.
Unused availability of the revolving credit facilities under the Senior Credit
Agreement at March 31, 2002 is $101.0 million, all of which is under the
Revolving Credit Facility. The obligations of the Operating Company under the
Senior Credit Agreement are guaranteed by Holdings and certain other
subsidiaries of Holdings. The term loans are payable in quarterly installments
through January 31, 2007, and require payments of $25.0 million in 2002, $27.5
million in 2003, $93.0 million in 2004, $64.9 million in 2005 and $242.7 million
in 2006. The Company expects to fund scheduled debt repayments from cash from
operations and unused lines of credit. The revolving loan facilities expire on
January 31, 2004.

     The Senior Credit Agreement contains certain affirmative and negative
covenants as to the operations and financial condition of the Company, as well
as certain restrictions on the payment of dividends and other distributions to
Holdings. Substantially all domestic tangible and intangible assets of the
Company are pledged as collateral pursuant to the terms of the Senior Credit
Agreement.

     The Recapitalization also included the issuance of $225 million of Senior
Subordinated Notes due 2008 and the issuance of $169 million aggregate principal
amount at maturity of Senior Discount Notes due 2009 which yielded gross
proceeds of $100.6 million. At March 31, 2002, the aggregate accreted value of
the Senior Discount Notes was $155.7 million. The Senior Subordinated Notes are
unconditionally guaranteed on a senior subordinated basis by Holdings and mature
on January 15, 2008, with interest payable on $150 million at a fixed rate of
8.75% and with interest payable on $75 million at LIBOR plus 3.625%. The Senior
Discount Notes mature on January 15, 2009, with cash interest payable
semi-annually beginning July 15, 2003 at 10.75%. The effective interest rate to
maturity on the Senior Discount Notes is 10.75%. At March 31, 2002, the
Company's total indebtedness was $1,078.4 million.

     An equity contribution of $50 million was made by the Company's owners to
the Company on September 29, 2000, satisfying Blackstone's first capital call
obligation under the Senior Credit Agreement and Capital Call Agreement. As part
of the second amendment to the Senior Credit Agreement, if certain events of
default were to occur, or if the Company's Net Leverage Ratio were above certain
levels for test periods beginning June 30, 2001, Blackstone agreed to make an
additional equity contribution to the Company through the administrative agent
of up to $50 million. The Company's Net Leverage Ratio being above the specified
levels at June 30, 2001 or thereafter is not an event of default under the
Senior Credit Agreement. An additional equity contribution of $50 million was
made by the Company's owners on March 29, 2001, satisfying Blackstone's final
obligation under the Capital Call Agreement dated as of August 13, 1998, as
amended on March 29, 2000, for all future test periods. The Company used the
proceeds of the Capital Calls to reduce its outstanding Revolving Credit Loans.

     As market conditions warrant, the Company and its major equityholders,
including Blackstone Capital Partners III Merchant Banking Fund L.P. and its
affiliates, may from time to time repurchase debt securities issued by the
Company, in privately negotiated or open market transactions, by tender offer or
otherwise.

     Adjusted EBITDA is not intended to represent cash flow from operations as
defined by generally accepted accounting principles and should not be used as an
alternative to net income as an indicator of operating performance or to cash
flow as a measure of liquidity. Adjusted EBITDA is defined in the Company's
Indentures as earnings before minority interest, extraordinary items, interest
expense, interest income, income taxes, depreciation and amortization expense,
the ongoing $1 million per year fee paid pursuant to the Blackstone monitoring
agreement, non-cash equity income in earnings of joint ventures, other non-cash
charges, Recapitalization expenses, special charges and unusual items and
certain non-recurring charges. Adjusted EBITDA is included to provide additional
information with respect to the ability of Holdings and the Operating Company to
satisfy their debt service, capital expenditure and working capital requirements
and because certain covenants in Holdings' and the Operating Company's borrowing
arrangements are tied to similar measures. While Adjusted EBITDA and similar
measures are frequently used as a measure of operations and the ability to meet
debt service requirements, these terms are not necessarily comparable to other
similarly titled captions of other companies due to the potential
inconsistencies in the method of calculation. Adjusted EBITDA is calculated as
follows:

                                       18
Three Months Ended
                                                                           --------------------
                                                                           March 31,   April 1,
                                                                             2002       2001
                                                                           ---------   --------
                                                                              (in millions)
Net income (loss) ......................................................    $  3.2     $ (6.2)
Interest expense, net ..................................................      22.0       26.0
Income tax expense .....................................................       0.2        --
Depreciation and amortization ..........................................      17.5       18.4
Fees paid pursuant to the Blackstone monitoring agreement...............       0.3        0.3
Equity in loss of joint venture ........................................       --         0.2
Minority interest ......................................................       0.3        --
Special charges and unusual items/certain non-recurring charges (1)(2) .       3.2        0.6
                                                                             -----      -----
Adjusted EBITDA ........................................................    $ 46.7     $ 39.3
                                                                             =====      =====
(1)  The three months ended March 31, 2002 include global reorganization costs
     ($3.1 million) and other costs ($0.1 million). The three months ended April
     1, 2001 include special charges and unusual items related to compensation
     costs incurred in connection with the Recapitalization ($0.1 million) and
     global reorganization costs ($0.5 million).
(2)  Does not include project startup costs, which are treated as non-recurring
     in accordance with the definition of EBITDA under the Senior Credit
     Agreement. These startup costs were $1.1 million and $2.8 million for the
     three months ended March 31, 2002 and April 1, 2001, respectively.

     Management believes that capital investment to maintain and upgrade
property, plant and equipment is important to remain competitive. Management
estimates that the annual capital expenditures required to maintain the
Company's current facilities are approximately $30 million per year. Additional
capital expenditures beyond this amount will be required to expand capacity.
Capital expenditures for the three months ended March 31, 2002 were $21.7
million. For the fiscal year 2002, the Company expects to incur approximately
$120 million of capital expenditures. However, total capital expenditures will
depend on the size and timing of growth related opportunities. The Company's
principal sources of cash to fund capital requirements will be net cash provided
by operating activities and borrowings under the Senior Credit Agreement.

     Under the Senior Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends or other distributions to Holdings;
provided that, subject to certain limitations, the Operating Company may pay
dividends or other distributions to Holdings:
o    in respect of overhead, tax liabilities, legal, accounting and other
     professional fees and expenses;
o    to fund purchases and redemptions of equity interests of Holdings or
     BMP/Graham Holdings Corporation held by then present or former officers or
     employees of Holdings, the Operating Company or their subsidiaries or by
     any employee stock ownership plan upon such person's death, disability,
     retirement or termination of employment or other circumstances with certain
     annual dollar limitations; and
o    to finance, starting on July 15, 2003, the payment of cash interest
     payments on the Senior Discount Notes.

New Accounting Pronouncements

     On January 1, 2002, SFAS 142, "Goodwill and Other Intangible Assets," was
adopted by the Company. SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company is in the process of completing step one of the
transitional goodwill impairment test and has not determined the impact, if any,
that the goodwill impairment test will have on its consolidated financial
position or results of operations. The Company will complete step one of the
transitional goodwill impairment test by June 30, 2002.

                                       19
On January 1, 2002, SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was adopted by the Company. SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.

                                       20
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     See the information set forth in Item 7A of Holdings' Annual Report on Form
10-K for the fiscal year ended December 31, 2001 for complete quantitative and
qualitative disclosures about market risk. The following table provides
disclosure as of March 31, 2002 for financial instruments that have experienced
material changes in fair value since December 31, 2001.
Expected Maturity Date of Interest Rate Swap Agreements at March 31, 2002
                                                         (In thousands)                                   Fair Value
                        ---------------------------------------------------------------------------------- March 31,
                            2002        2003        2004        2005        2006   Thereafter   Total        2002
                            ----        ----        ----        ----        ----   ----------   -----        ----
Derivatives matched
  against liabilities:    $200,000    $300,000       --          --          --         --     $500,000   $ (7,007)
Pay fixed swaps
  Pay rate                  5.81%        5.25%       --          --          --         --        5.47%
  Receive rate              2.01%        3.30%       --          --          --         --        2.78%
21
PART II      OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits

          Exhibit 2.1  Asset  Purchase  and Sale  Agreement by and between
                       Faserplast  S.R.L. and Graham Packaging Italy S.R.L.
                       (English translation)

          Exhibit 2.2  Asset  Purchase  and Sale  Agreement by and between
                       Serioplast  S.P.A. and Societa' Imballaggi Plastici
                       S.R.L. (English translation)

    (b)   Reports on Form 8-K

          The Company filed a Current Report on Form 8-K, dated March 28, 2002,
          to report the disposition of the assets of its Italian subsidiaries,
          Graham Packaging Italy S.R.L. and Societa' Imballaggi Plastici S.R.L.
          English translations of the Asset Purchase Agreements for the
          foregoing transactions are included as Exhibits 2.1 and 2.2 to this
          Quarterly Report on Form 10-Q. The prevailing versions are in Italian.
          The agreements have been amended in immaterial respects as to time of
          payment of first consideration and exchange of bank guarantees, with
          two closing memoranda signed by the parties at the closings.

                                       22
SIGNATURE

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     the  registrant  has duly  caused this report to be signed on its behalf by
     the undersigned thereunto duly authorized.

         Dated:  May 14, 2002

                                 GRAHAM PACKAGING HOLDINGS COMPANY
                                 (Registrant)

                                 By:  BCP/Graham Holdings L.L.C.,
                                          its General Partner

                                 By:   /s/  John E. Hamilton
                                       -----------------------------------
                                       John E. Hamilton
                                       Vice President, Finance and
                                       Administration
                                       (chief accounting officer and duly
                                       authorized officer)

                                       23
EXHIBIT INDEX

         The following is a list of the exhibits filed herewith:

Exhibit
Number      Description of Exhibit
------      ----------------------

2.1      -  Asset Purchase and Sale Agreement by and between Faserplast S.R.L.
            and Graham Packaging Italy S.R.L. (English translation)

2.2      -  Asset Purchase and Sale Agreement by and between Serioplast S.P.A.
            and Societa' Imballaggi Plastici S.R.L. (English translation)

                                       24