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 September 28, 2003
                                 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 check mark 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), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, Yes [ ] No [X].

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X].


                                       1
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
                                      INDEX


PART I.     FINANCIAL INFORMATION
                                                                     Page Number
Item 1: Condensed Consolidated Financial Statements:

        CONDENSED CONSOLIDATED BALANCE SHEETS - At September 28, 2003 and
        December 31, 2002..................................................   3

        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - For the  Three and
        Nine Months ended September 28, 2003 and September 29, 2002........   4

        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) -
        For the Year Ended December 31, 2002 and Nine Months ended
        September 28, 2003................................................    5

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  - For the Nine Months
        ended September 28, 2003 and September 29, 2002....................   6

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


Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations..............................................  24


Item 3: Quantitative and Qualitative Disclosures About Market Risk.........  33


Item 4: Controls and Procedures............................................  34


PART II.     OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...................................  35


Signature: ................................................................. 36





                                       2
<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements


                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              September 28,          December 31,
                                                                   2003                  2002
                                                                   ----                  ----
                                                                        (In thousands)

ASSETS
Current assets:
<S>                                                            <C>                   <C>
   Cash and cash equivalents..............................     $    7,316            $    7,299
   Accounts receivable, net...............................        113,018                97,933
   Inventories............................................         65,563                62,660
   Prepaid expenses and other current assets..............         19,665                18,289
                                                               ----------            ----------
Total current assets......................................        205,562               186,181
Property, plant and equipment, net........................        610,364               577,962
Goodwill..................................................          5,577                 5,566
Other non-current assets..................................         46,491                28,602
                                                               ----------            ----------
Total assets..............................................     $  867,994            $  798,311
                                                               ==========            ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses..................     $  151,866            $  169,232
   Current portion of long-term debt......................          8,951                 7,992
                                                               ----------            ----------
Total current liabilities.................................        160,817               177,224

Long-term debt............................................      1,118,463             1,062,635
Other non-current liabilities.............................         19,520                14,655
Minority interest.........................................          5,157                 4,104
Commitments and contingent liabilities (see Note 8).......             --                    --
Partners' capital (deficit)...............................       (435,963)             (460,307)
                                                               ----------            ----------
Total liabilities and partners' capital (deficit).........     $  867,994            $  798,311
                                                               ==========            ==========
</TABLE>





     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


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


<TABLE>
<CAPTION>

                                                             Three Months Ended                     Nine Months Ended
                                                             ------------------                     -----------------
                                                      September 28,      September 29,       September 28,     September 29,
                                                           2003              2002                 2003              2002
                                                           ----              ----                 ----              ----
                                                                                  (In thousands)

<S>                                                      <C>                <C>                 <C>               <C>
Net sales..........................................      $ 243,866          $ 227,123           $ 737,669         $ 695,031
Cost of goods sold.................................        201,078            184,852             599,219           563,391
                                                         ---------          ---------           ---------         ---------
Gross profit.......................................         42,788             42,271             138,450           131,640
Selling, general, and administrative expenses......         17,431             16,839              48,271            45,787
Impairment charges.................................             --              4,266                 609             4,266
                                                         ---------          ---------           ---------         ---------
Operating income...................................         25,357             21,166              89,570            81,587
Interest expense, net..............................         21,739             20,253              74,403            61,931
Other expense (income), net........................            245                221                (571)              176
Minority interest..................................            338                392               1,053             1,047
                                                         ---------          ---------           ---------         ---------
Income before income taxes.........................          3,035                300              14,685            18,433
Income tax provision...............................          1,792              1,378               4,958             2,292
                                                         ---------          ---------           ---------         ---------
Net income (loss)..................................      $   1,243          $  (1,078)          $   9,727         $  16,141
                                                         =========          =========           =========         =========

Net income (loss) allocated to General Partners......    $      62         $      (54)          $     486         $     807
Net income (loss) allocated to Limited Partners......    $   1,181         $   (1,024)          $   9,241         $  15,334
</TABLE>




















     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


                        GRAHAM PACKAGING HOLDINGS COMPANY
        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Notes and
                                                                                       Interest        Accumulated
                                                                                    Receivable for        Other
                                                          General      Limited        Ownership       Comprehensive
                                                          Partners     Partners       Interests       Income (Loss)       Total
                                                          --------     --------       ---------       -------------       -----
                                                                                         (In thousands)
<S>                                                     <C>           <C>             <C>               <C>             <C>
Consolidated balance at January 1, 2002...............  $ (21,147)    $(406,764)      $ (2,443)         $ (54,700)      $(485,054)

  Net income for the year.............................        378         7,184             --                 --           7,562
  Changes in fair value of derivatives................         --            --             --              6,909           6,909
  Additional minimum pension liability................         --            --             --             (2,051)         (2,051)
  Cumulative translation adjustment...................         --            --             --             12,477          12,477
                                                                                                                        ---------
  Comprehensive income................................                                                                     24,897

  Interest on notes receivable for ownership interests         --            --           (150)                --            (150)
                                                        ---------     ---------       --------          ---------       ---------
Consolidated balance at December 31, 2002.............    (20,769)     (399,580)        (2,593)           (37,365)       (460,307)

  Net income for the period...........................        486         9,241             --                 --           9,727
  Changes in fair value of derivatives................         --            --             --             (3,850)         (3,850)
  Elimination of cash flow hedge accounting for certain
    instruments.......................................         --            --             --              4,783           4,783
  Additional minimum pension liability................         --            --             --                237             237
  Cumulative translation adjustment...................         --            --             --             13,563          13,563
                                                                                                                        ---------
  Comprehensive income................................                                                                     24,460

  Interest on notes receivable for ownership interests         --            --           (116)                --            (116)
                                                        ---------     ---------       --------          ---------       ---------
Consolidated balance at September 28, 2003............  $ (20,283)    $(390,339)      $ (2,709)         $ (22,632)      $(435,963)
                                                        =========     =========       ========          =========       =========
</TABLE>











     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>



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

                                                                                           Nine Months Ended
                                                                                           -----------------
                                                                                     September 28,   September 29,
                                                                                         2003            2002
                                                                                         ----            ----
<S>                                                                                   <C>            <C>
Operating activities:                                                                       (In thousands)
   Net income.....................................................................    $    9,727      $   16,141
   Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation and amortization..................................................        52,555          56,576
   Amortization of debt issuance fees.............................................         9,951           3,429
   Impairment charges.............................................................           609           4,266
   Accretion of Senior Discount Notes.............................................           623          12,429
   Elimination of cash flow hedge accounting for certain instruments..............         4,783              --
   Minority interest..............................................................         1,053           1,047
   Foreign currency transaction gain..............................................        (1,020)            (13)
   Interest receivable for ownership interests....................................          (116)           (113)
   Changes in operating assets and liabilities, net of sales of businesses:
     Accounts receivable..........................................................       (10,481)        (15,765)
     Inventories..................................................................        (2,314)           (544)
     Prepaid expenses and other current assets....................................          (874)         (1,195)
     Other non-current assets and liabilities.....................................        (9,656)           (812)
     Accounts payable and accrued expenses........................................       (21,482)         (9,211)
                                                                                      ----------      ----------
Net cash provided by operating activities.........................................        33,358          66,235
Investing activities:
     Net purchases of property, plant and equipment...............................       (70,137)        (70,259)
     Net proceeds from (expenditures for) sales of businesses.....................           133          (4,167)
                                                                                      ----------      ----------

Net cash used in investing activities.............................................       (70,004)        (74,426)
Financing activities:

   Proceeds from issuance of long-term debt.......................................     1,032,570         391,742
   Payment of long-term debt......................................................      (976,486)       (384,055)
   Debt issuance fees.............................................................       (20,250)             --
                                                                                      ----------      ----------
Net cash provided by financing activities.........................................        35,834           7,687
Effect of exchange rate changes...................................................           829             790
                                                                                      ----------      ----------
Increase in cash and cash equivalents.............................................            17             286
Cash and cash equivalents at beginning of period..................................         7,299           9,032
                                                                                      ----------      ----------
Cash and cash equivalents at end of period........................................    $    7,316      $    9,318
                                                                                      ===========     ===========
</TABLE>








     See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>


                        GRAHAM PACKAGING HOLDINGS COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (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, 2002 is
derived from audited financial statements. The condensed consolidated financial
statements and notes included in this report should be read in conjunction with
the audited consolidated financial statements and notes for the year ended
December 31, 2002. The results of operations for the nine months ended September
28, 2003 are not necessarily indicative of the results to be expected for the
full year ending December 31, 2003.

         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

         During 2003 the Company entered into four new interest rate swap
agreements, under which the Company receives variable interest based on the
Eurodollar Rate (hereinafter defined) and pays fixed interest at a weighted
average rate of 2.60%, on $400.0 million of term loans. The interest rate swaps
are accounted for as cash flow hedges. The effective portion of the change in
the fair value of the new interest rate swaps is recorded in other comprehensive
income ("OCI") and was an unrealized loss of $5.3 million for the nine months
ended September 28, 2003. Approximately 39% 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 effective hedges would
result in income statement recognition of all or part of the cumulative $5.3
million unrealized loss recorded in OCI as of September 28, 2003.

         The Company entered into interest rate swap agreements to hedge the
exposure to increasing rates with respect to its prior senior credit agreement.
These interest rate swaps were accounted for as cash flow hedges. In connection
with the closing of the Senior Credit Agreement (as hereinafter defined) on
February 14, 2003 these swaps no longer qualified for hedge accounting. As such,
the Company recorded a non-cash charge of approximately $4.8 million within
interest expense as a result of the reclassification into expense of the
remaining unrealized loss on these interest rate swap agreements. These interest
rate swap agreements expired at various points through September 2003. The
effective portion of the change in fair value of these swaps from January 1,
2003 to February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5
million. The change in fair value of these swaps after February 14, 2003 was
recognized in earnings and resulted in a reduction of interest expense of $4.8
million for the nine months ended September 28, 2003.

         In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS 133. This Statement is effective for contracts entered into or
modified, and for hedging relationships designated after June 30, 2003. Other
provisions of this statement that related to SFAS 133 Implementation Issues
should continue to be applied in accordance with their respective effective
dates. The Company adopted SFAS 149 on July 1, 2003 and the adoption of SFAS 149
did not have a significant impact on its results of operations or financial
position.

                                       7
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

Comprehensive Income

         Foreign currency translation adjustments, changes in fair value of
derivatives designated and accounted for as cash flow hedges and additional
minimum pension liability adjustments are included in OCI and added with net
income to determine total comprehensive income, which is displayed in the
Condensed Consolidated Statements of Partners' Capital (Deficit). Cumulative
foreign currency translation loss adjustments totaled $13.6 million and $27.2
million as of September 28, 2003 and December 31, 2002, respectively. Cumulative
losses on derivatives designated and accounted for as cash flow hedges totaled
$5.3 million and $6.2 million as of September 28, 2003 and December 31, 2002,
respectively. Minimum pension liability loss adjustments totaled $3.7 million
and $4.0 million as of September 28, 2003 and December 31, 2002, respectively.

Guarantees

         In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 establishes requirements
for accounting and disclosure of guarantees issued to third parties for various
transactions. The accounting requirements of FIN 45 are applicable to guarantees
issued after December 31, 2002. The disclosure requirements of FIN 45 are
applicable to financial statements issued for periods ending after December 15,
2002. The Company adopted FIN 45 on January 1, 2003 and the adoption of FIN 45
did not have a significant impact on its results of operations or financial
position.

Option Plan

         In December 2002, the FASB issued SFAS 148, "Accounting For Stock-Based
Compensation - Transition and Disclosure, An Amendment of FASB Statement No.
123." This Statement amends SFAS 123, "Accounting For Stock-Based Compensation,"
to provide alternative methods of transition for an entity that voluntarily
changes to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of that Statement to
require prominent disclosure about the effects on reported net income of an
entity's accounting policy decisions with respect to stock-based employee
compensation. Finally, this Statement amends Accounting Principles Board Opinion
("APB") 28, "Interim Financial Reporting," to require disclosure about those
effects in interim financial information.

         The Company applies APB 25 in accounting for its Option Plan. The
exercise price per Unit was equal to or greater than the fair market value of
each Unit on the dates of the grants and, accordingly, no compensation cost has
been recognized under the provisions of APB 25 for Units granted. Under SFAS
123, compensation cost is measured at the grant date based on the value of the
award and is recognized over the service (or vesting) period. Had compensation
cost for the option plan been determined under SFAS 123, based on the fair
market value at the grant dates, the Company's pro forma net income for the
three and nine months ended September 28, 2003 and September 29, 2002 would have
been reflected as follows:
<TABLE>
<CAPTION>

                                                           Three Months Ended                     Nine Months Ended
                                                           ------------------                     -----------------
                                                    September,28,     September 29,       September 28,      September 29,
                                                        2003              2002                2003               2002
                                                        ----              ----                ----               ----
                                                                                (In thousands)
<S>                                                  <C>               <C>                 <C>                <C>
Net income (loss), as reported                       $  1,243          $ (1,078)           $  9,727           $ 16,141
Deduct:  Total stock-based employee compensation
  expense determined under fair value based
  method for all awards                                   (61)             (126)               (166)              (379)
                                                     --------          --------            --------           --------
Pro forma net income (loss)                          $  1,182          $ (1,204)           $  9,561           $ 15,762
                                                     ========          ========            ========           ========
</TABLE>

         On March 31, 2003 the Option Plan was amended to provide for an
additional 100.0 options that may be granted, resulting in an aggregate number
of 631.0 options that may be granted under the Option Plan. On March 31, 2003 an
additional 90.8 options were granted. On August 11, 2003 3.6 options were
forfeited and on August 15, 2003 3.6 options were granted, resulting in an
aggregate number of 621.8 options outstanding.

                                       8
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

Variable Interest Entities

         In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 establishes accounting and disclosure requirements
for ownership interests in entities that have certain financial or ownership
characteristics (sometimes known as "Special Purpose Entities"). FIN 46 is
applicable for variable interest entities created after January 31, 2003 and
becomes effective in the first fiscal year or interim accounting period ending
after December 15, 2003 for variable interest entities created before February
1, 2003. The Company adopted FIN 46 on June 30, 2003 and the adoption of FIN 46
did not have a significant impact on its results of operations or financial
position.

Financial Instruments

In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities and mandatorily redeemable
non-controlling interests in subsidiaries. The FASB is addressing certain
implementation issues associated with SFAS 150. On October 29, 2003, the FASB
decided to defer the recognition and measurement provisions of SFAS 150 related
to mandatorily redeemable financial instruments representing non-controlling
interests in subsidiaries included in consolidated financial statements. The
Company will continue to monitor the actions of the FASB and assess the impact,
if any, on its consolidated financial statements. The effective provisions of
SFAS 150 did not have a material impact on the Company's consolidated financial
position and results of operations.

Leases

         In May 2003, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF 01-8, "Determining Whether an Arrangement Contains a Lease."
EITF 01-8 provides guidance for determining whether an arrangement contains a
lease that is within the scope of SFAS 13 and is effective for arrangements
initiated after the beginning of the first interim period beginning after May
28, 2003. Arrangements initiated after June 29, 2003 will be accounted for in
accordance with EITF 01-8.

Reclassifications

         Certain reclassifications have been made to the 2002 financial
statements to conform to the 2003 presentation.


2. Debt Arrangements

   Long-term debt consisted of the following:
                                                   September 28,   December 31,
                                                       2003            2002
                                                       ----            ----
                                                          (In thousands)
   Term loans.....................................  $  570,000     $  502,000
   Revolving Credit Facility......................      43,000        155,500
   Foreign and other revolving credit facilities..       1,733          3,483
   Senior Subordinated Notes......................     325,000        225,000
   Senior Discount Notes..........................     169,000        168,377
   Capital leases.................................      13,143         14,400
   Other..........................................       5,538          1,867
                                                    ----------     ----------
                                                     1,127,414      1,070,627
   Less amounts classified as current.............       8,951          7,992
                                                    ----------     ----------
                                                    $1,118,463     $1,062,635
                                                    ==========     ==========

         On February 14, 2003 the Company refinanced the majority of its prior
credit facilities and entered into a senior credit agreement (the "Senior Credit
Agreement") with a consortium of banks. The Senior Credit Agreement consisted of
two term loans to the Operating Company with initial term loan commitments
totaling $670.0 million (the "Term Loans" or "Term Loan Facilities") and a
$150.0 million revolving credit facility (the "Revolving Credit Facility").

                                       9
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

Interest is payable at (a) the "Alternate Base Rate" (the higher of the Prime
Rate or the Federal Funds Rate plus 0.50%) plus a margin ranging from 1.75% to
3.25%; or (b) the "Eurodollar Rate" (the applicable interest rate offered to
banks in the London interbank eurocurrency market) plus a margin ranging from
2.75% to 4.25%. The unused availability of the Revolving Credit Facility under
the Senior Credit Agreement at September 28, 2003 was $105.2 million. 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. On
September 28, 2003 the Company was in compliance with all covenants.

         On May 28, 2003 the Company and GPC Capital Corp I issued $100.0
million aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2008
pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes
were issued under the February 2, 1998 Senior Subordinated Indenture. The notes
were issued in exchange for, and in full satisfaction of, $100.0 million
aggregate principal amount of Tranche II term loans then outstanding under the
Company's Senior Credit Agreement.

         As a result of the refinancing on February 14, 2003 the Company
incurred debt issuance fees and other related costs of approximately $20
million, of which $0.7 million were expensed and the remaining amount will be
recognized as interest expense over five to seven years based upon the terms of
the related debt instruments. Additionally, $5.5 million of deferred debt
issuance fees associated with the prior senior credit agreement were written
off.

         Interest paid during the nine months ended September 28, 2003 and
September 29, 2002, net of amounts capitalized, totaled $64.8 million and $52.1
million, respectively.


3. Inventories

   Inventories consisted of the following:
                                          September 28,        December 31,
                                               2003                2002
                                               ----                ----
                                                    (In thousands)
   Finished goods......................      $41,508             $43,786
   Raw materials and parts.............       24,055              18,874
                                             -------             -------
                                             $65,563             $62,660
                                             =======             =======

4.       Impairment Charges

         Due to the Company's commitment to a plan to sell its operations in
Germany, the Company evaluated the recoverability of its assets in Germany. The
Company adjusted the carrying values of these assets to the lower of their
carrying values or their estimated fair values less costs to sell, resulting in
an impairment charge of $0.4 million and $4.3 million for the nine months ended
September 28, 2003 and September 29, 2002, respectively. These assets were
disposed of on March 31, 2003.

         Due to a significant change in the ability to utilize certain assets in
the U.S., the Company evaluated the recoverability of these assets. For these
assets to be disposed of, the Company adjusted the carrying values to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.2 million for the nine months ended
September 28, 2003.

                                       10
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

5. Accounts Payable and Accrued Expenses

   Accounts payable and accrued expenses consisted of the following:

                                             September 28,     December 31,
                                                  2003             2002
                                                  ----             ----
                                                      (In thousands)
Accounts payable............................    $ 82,828         $ 77,022
Accrued employee compensation and benefits..      23,675           36,062
Accrued interest............................      10,379           11,120
Accrued sales allowance.....................       6,783            9,919
Other.......................................      28,201           35,109
                                                --------         --------
                                                $151,866         $169,232
                                                ========         ========

         For the year ended December 31, 2002, the Company incurred costs of
employee termination benefits in France of $9.0 million, which included the
legal liability of severing 149 employees. For the nine months ended September
28, 2003, the Company incurred additional costs of employee termination benefits
in France of $5.2 million. The Company terminated 147 of these employees as of
September 28, 2003. Substantially all of the cash payments for these termination
benefits are expected to be made by June 30, 2004. In addition, for the nine
months ended September 28, 2003, the Company incurred costs of employee
termination benefits in North America of $2.1 million, which included the legal
liability of severing 39 employees. The Company terminated 38 of these employees
as of September 28, 2003. Substantially all of the cash payments for these
termination benefits are expected to be made by December 31, 2007. The disposal
activities initiated in 2003 were accounted for in accordance with SFAS 146. The
following table reflects a rollforward of these costs, primarily included in
accrued employee compensation and benefits (in thousands):

                                                      North
                                        France       America
                                      Reduction     Reduction
                                       in Force     in Force        Total
                                       --------     --------        -----
Reserves at December 31, 2002.......   $  9,015     $     --      $   9,015
Increase in reserves................      5,177        2,068          7,245
Cash payments.......................    (11,590)        (279)       (11,869)
                                       --------     --------      ---------
Reserves at September 28, 2003......   $  2,602     $  1,789      $   4,391
                                       ========     ========      =========


6. 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 2003 and 2002,
some of the Company's various taxable entities incurred additional net operating
losses for which no carryforward benefit has been recognized.


7. Rent Expense

         The Company is a party to various leases involving real property and
equipment. Total rent expense for operating leases amounted to $5.5 million and
$17.5 million for the three and nine months ended September 28, 2003,
respectively, and $5.6 million and $16.9 million for the three and nine months
ended September 29, 2002, respectively.

                                       11
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

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 these matters, experience to
date and discussions with counsel, that ultimate liability from the Company's
various litigation matters will not be material to the business, financial
condition, results of operations or cash flows of the Company.

         On July 9, 2002, the Company and Graham Engineering amended the
equipment sales, service and licensing agreement to, among other things,
obligate the Company, retroactive to January 1, 2002 and subject to certain
credits and carry-forwards, to make payments for products and services to Graham
Engineering in the amount of at least $12.0 million per calendar year, or else
pay Graham Engineering a shortfall payment. The Company does not expect to be
required to make a shortfall payment relative to its purchases for 2003.


9. Condensed Guarantor Data

         As of September 28, 2003 the Company's indebtedness included $325.0
million of Senior Subordinated Notes Due 2008, which were co-issued by Graham
Packaging Company, L.P. and GPC Capital Corp. I and unconditionally guaranteed
on a senior subordinated basis by Graham Packaging Holdings Company. The
following unaudited condensed consolidating financial statements present the
financial position, results of operations and cash flows of Graham Packaging
Holdings Company, Graham Packaging Company, L.P., non-guarantor subsidiaries and
GPC Capital Corp. I.








                                       12
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATING BALANCE SHEET
                            AS OF SEPTEMBER 28, 2003
                                 (In thousands)

<TABLE>
<CAPTION>

                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents......................... $      --     $     524    $   6,792    $    --    $      --    $    7,316
   Accounts receivable, net..........................        --        66,769       46,249         --           --       113,018
   Inventories.......................................        --        52,804       12,759         --           --        65,563
   Prepaid expenses and other current assets.........        --         6,263       13,402         --           --        19,665
                                                       --------     ---------    ---------    -------    ---------    ----------
Total current assets.................................        --       126,360       79,202         --           --       205,562
Property, plant and equipment, net...................        --       451,234      159,130         --           --       610,364
Goodwill.............................................        --         3,939        1,638         --           --         5,577
Net intercompany.....................................        --        89,120           --         --      (89,120)           --
Investment in subsidiaries...........................        --        76,585           --         --      (76,585)           --
Other non-current assets.............................     3,211        42,905          375         --           --        46,491
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total assets......................................... $   3,211     $ 790,143    $ 240,345    $    --    $(165,705)   $  867,994
                                                      =========     =========    =========    =======    =========    ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses............. $   3,886     $  84,747    $  63,233    $    --    $      --    $  151,866
   Current portion of long-term debt.................        --         7,394        1,557         --           --         8,951
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total current liabilities............................     3,886        92,141       64,790         --           --       160,817
Long-term debt.......................................   169,000       945,972        3,491         --           --     1,118,463
Other non-current liabilities........................        --        11,324        8,196         --           --        19,520
Investment in subsidiaries...........................   259,294            --           --         --     (259,294)           --
Net intercompany.....................................     6,994            --       82,126         --      (89,120)           --
Minority interest....................................        --            --        5,157         --           --         5,157
Commitments and contingent liabilities (see Note 8)..        --            --           --         --           --            --
Partners' capital (deficit)..........................  (435,963)     (259,294)      76,585         --      182,709      (435,963)
                                                      ---------     ---------    ---------    -------    ---------    ----------

Total liabilities and partners' capital (deficit).... $   3,211     $ 790,143    $ 240,345    $    --    $(165,705)   $  867,994
                                                      =========     =========    =========    =======    =========    ==========
</TABLE>


                                       13
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2002
                                 (In thousands)

<TABLE>
<CAPTION>

                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents......................... $      --     $   1,781    $   5,518    $    --    $      --    $    7,299
   Accounts receivable, net..........................        --        58,704       39,229         --           --        97,933
   Inventories.......................................        --        51,114       11,546         --           --        62,660
   Prepaid expenses and other current assets.........                   8,720        9,569                                18,289
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total current assets.................................        --       120,319       65,862         --           --       186,181
Property, plant and equipment, net...................        --       439,354      138,608         --           --       577,962
Goodwill.............................................        --         3,939        1,627         --           --         5,566
Net intercompany.....................................        --        76,373           --         --      (76,373)           --
Investment in subsidiaries...........................        --        58,959           --         --      (58,959)           --
Other non-current assets.............................     3,595        23,169        1,838         --           --        28,602
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total assets......................................... $   3,595     $ 722,113    $ 207,935    $    --    $(135,332)   $  798,311
                                                      =========     =========    =========    =======    ==========   ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses............. $      --     $ 103,685    $  65,547    $    --    $      --    $  169,232
   Current portion of long-term debt.................        --         6,085        1,907         --           --         7,992
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total current liabilities............................        --       109,770       67,454         --           --       177,224
Long-term debt.......................................   168,378       893,019        1,238         --           --     1,062,635
Other non-current liabilities........................        --         7,855        6,800         --           --        14,655
Investment in subsidiaries...........................   288,531            --           --         --     (288,531)           --
Net intercompany.....................................     6,993            --       69,380         --      (76,373)           --
Minority interest....................................        --            --        4,104         --           --         4,104
Commitments and contingent liabilities (see Note 8)..        --            --           --         --           --            --
Partners' capital (deficit)..........................  (460,307)     (288,531)      58,959         --      229,572      (460,307)
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total liabilities and partners' capital (deficit).... $   3,595     $ 722,113    $ 207,935    $    --    $(135,332)   $  798,311
                                                      =========     =========    =========    =======    =========    ==========
</TABLE>


                                       14
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 28, 2003
                                 (In thousands)

<TABLE>
<CAPTION>

                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
Net sales..........................................   $      --     $ 189,171    $  54,695    $    --    $      --    $  243,866
Cost of goods sold.................................          --       155,426       45,652         --           --       201,078
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --        33,745        9,043         --           --        42,788
Selling, general, and administrative expenses......          --        13,883        3,548         --           --        17,431
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income...................................          --        19,862        5,495         --           --        25,357
Interest expense, net..............................       4,720        16,526          493         --           --        21,739
Other (income) expense, net........................          --           (85)         330         --           --           245
Equity in earnings of subsidiaries.................      (5,963)       (2,542)          --         --        8,505            --
Minority interest..................................          --            --          338         --           --           338
                                                      ---------     ---------    ---------    -------    ---------    ----------
Income (loss) before income taxes..................       1,243         5,963        4,334         --       (8,505)        3,035
Income tax provision...............................          --            --        1,792         --           --         1,792
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net income (loss).................................    $   1,243     $   5,963    $   2,542    $    --    $  (8,505)   $    1,243
                                                      =========     =========    =========    =======    =========    ==========
</TABLE>










                                       15
<PAGE>


                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2003
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
Net sales..........................................   $      --     $ 581,774    $ 155,895    $    --    $      --    $  737,669
Cost of goods sold.................................          --       467,527      131,692         --           --       599,219
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --       114,247       24,203         --           --       138,450
Selling, general, and administrative expenses......          --        36,297       11,974         --           --        48,271
Impairment charges.................................          --           245          364         --           --           609
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income...................................          --        77,705       11,865         --           --        89,570
Interest expense, net..............................      13,977        59,397        1,029         --           --        74,403
Other (income) expense, net........................          --        (2,563)       1,992         --           --          (571)
Equity in earnings of subsidiaries.................     (23,704)       (2,833)          --         --       26,537            --
Minority interest..................................          --            --        1,053         --           --         1,053
                                                      ---------     ---------    ---------    -------    ---------    ----------
Income (loss) before income taxes..................       9,727        23,704        7,791         --      (26,537)       14,685
Income tax provision...............................          --            --        4,958         --           --         4,958
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net income (loss)..................................   $   9,727     $  23,704    $   2,833    $    --    $ (26,537)   $    9,727
                                                      =========     =========    =========    =======    =========    ==========
</TABLE>











                                       16
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 29, 2002
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
Net sales..........................................   $      --     $ 178,951    $  48,172    $    --    $      --    $  227,123
Cost of goods sold.................................          --       138,480       46,372         --           --       184,852
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --        40,471        1,800         --           --        42,271
Selling, general, and administrative expenses......          --        13,311        3,528         --           --        16,839
Impairment charges.................................          --            --        4,266         --           --         4,266
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income (loss)............................          --        27,160       (5,994)        --           --        21,166
Interest expense, net..............................       4,397        15,603          253         --           --        20,253
Other (income) expense, net........................          --           (33)         254         --           --           221
Equity in (earnings) loss of subsidiaries..........      (3,319)        8,271           --         --       (4,952)           --
Minority interest..................................          --            --          392         --           --           392
                                                      ---------     ---------    ---------    -------    ---------    ----------
(Loss) income before income taxes..................      (1,078)        3,319       (6,893)        --        4,952           300
Income tax provision...............................          --            --        1,378         --           --         1,378
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net (loss) income..................................   $  (1,078)    $   3,319    $  (8,271)   $    --    $   4,952    $   (1,078)
                                                      =========     =========    =========    =======    =========    ==========
</TABLE>












                                       17
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2002
                                 (In thousands)

<TABLE>
<CAPTION>

                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
Net sales..........................................   $      --     $ 544,563    $ 150,468    $    --    $      --    $  695,031
Cost of goods sold.................................          --       421,786      141,605         --           --       563,391
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --       122,777        8,863         --           --       131,640
Selling, general, and administrative expenses......          --        34,393       11,394         --           --        45,787
Impairment charges.................................          --            --        4,266         --           --         4,266
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income (loss)............................          --        88,384       (6,797)        --           --        81,587
Interest expense, net..............................      12,784        47,676        1,471         --           --        61,931
Other (income) expense, net........................          --          (193)         369         --           --           176
Equity in (earnings) loss of subsidiaries..........     (28,925)       11,976           --         --       16,949            --
Minority interest..................................          --            --        1,047         --           --         1,047
                                                      ---------     ---------    ---------    -------    ---------    ----------
Income (loss) before income taxes..................      16,141        28,925       (9,684)        --      (16,949)       18,433
Income tax provision...............................          --            --        2,292         --           --         2,292
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net income (loss).................................    $  16,141     $  28,925    $ (11,976)   $    --    $ (16,949)   $   16,141
                                                      =========     =========    =========    =======    =========    ==========
</TABLE>












                                       18
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2003
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
Operating activities:
Net cash (used in) provided by operating activities...$  (9,084)    $   33,754   $   8,688    $    --    $      --    $   33,358
Investing activities:
   Net purchases of property, plant and equipment.....       --        (55,146)    (14,991)        --           --       (70,137)
   Acquisition of/investment in a business............    9,084        (13,801)      4,717         --           --            --
   Net (expenditures for) proceeds from sale of
   business...........................................       --            (76)        209         --           --           133
                                                      ---------     ----------   ---------    -------    ---------    ----------

Net cash provided by (used in) investing activities...    9,084        (69,023)    (10,065)        --           --       (70,004)
Financing activities:
   Proceeds from issuance of long-term debt...........       --      1,026,941       5,629         --           --      1,032,570
   Payment of long-term debt..........................       --       (972,679)     (3,807)        --           --      (976,486)
   Debt issuance fees.................................       --        (20,250)         --         --           --       (20,250)
                                                      ---------     ----------   ---------    -------    ---------    ----------
Net cash provided by financing activities.............       --         34,012       1,822         --           --        35,834
Effect of exchange rate changes.......................       --             --         829         --           --           829
                                                      ---------     ----------   ---------    -------    ---------    ----------
(Decrease) increase in cash and cash equivalents......       --         (1,257)      1,274         --           --            17
Cash and cash equivalents at beginning of period......       --          1,781       5,518         --           --         7,299
                                                      ---------     ----------   ---------    -------    ---------    ----------
Cash and cash equivalents at end of period............$      --     $      524   $   6,792    $    --    $      --    $    7,316
                                                      =========     ==========   =========    =======    =========    ==========
</TABLE>















                                       19
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued


                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2002
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
<S>                                                   <C>           <C>          <C>          <C>        <C>          <C>
Operating activities:
Net cash provided by operating activities.............$      --     $  43,432    $  22,803    $    --    $      --    $   66,235
Investing activities:
   Net purchases of property, plant and equipment.....       --       (50,697)     (19,562)        --           --       (70,259)
   Acquisition of/investment in a business............       --        (5,072)       5,072         --           --            --
   Net expenditures for sales of businesses...........       --            --       (4,167)        --           --        (4,167)
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net cash used in investing activities.................       --       (55,769)     (18,657)        --           --       (74,426)
Financing activities:
   Proceeds from issuance of long-term debt...........       --       223,789      167,953         --           --       391,742
   Payment of long-term debt..........................       --      (212,757)    (171,298)        --           --      (384,055)
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net cash provided by (used in) financing activities...       --        11,032       (3,345)        --           --         7,687
Effect of exchange rate changes.......................       --            --          790         --           --           790
                                                      ---------     ---------    ---------    -------    ---------    ----------
(Decrease) increase in cash and cash equivalents......       --        (1,305)       1,591         --           --           286
Cash and cash equivalents at beginning of period......       --         3,732        5,300         --           --         9,032
                                                      ---------     ---------    ---------    -------    ---------    ----------
Cash and cash equivalents at end of period............$      --     $   2,427    $   6,891    $    --    $      --    $    9,318
                                                      =========     =========    =========    =======    =========    ==========
</TABLE>











                                       20
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

10. Comprehensive Income (Loss)

         Comprehensive income (loss) for the three and nine months ended
September 28, 2003 and September 29, 2002 was as follows:

<TABLE>
<CAPTION>

                                                              Three Months Ended                     Nine months Ended
                                                              ------------------                     -----------------
                                                       September 28,      September 29,       September 28,      September 29,
                                                            2003              2002                2003               2002
                                                            ----              ----                ----               ----
                                                                                    (In thousands)

<S>                                                      <C>                <C>                 <C>                <C>
Net income (loss)....................................    $  1,243           $ (1,078)           $  9,727           $ 16,141
Changes in fair value of derivatives.................         637                325              (3,850)             4,520
Elimination of cash flow hedge accounting for certain
 instruments..........................................         --                 --               4,783                 --
Additional minimum pension liability.................           3                 29                 237                 (6)
Cumulative translation adjustment....................      (1,002)            (4,616)             13,563              4,666
                                                         --------           --------            --------           --------
Comprehensive income (loss)..........................    $    881           $ (5,340)           $ 24,460           $ 25,321
                                                         ========           ========            ========           ========
</TABLE>



















                                 21
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

11.  Segment Information

         The Company is organized and managed on a geographical basis in three
operating segments: North America (which includes the United States, Canada and
Mexico), Europe and South America. Segment information for the three and nine
months ended September 28, 2003 and September 29, 2002, representing the
reportable segments currently utilized by the chief operating decision maker,
was as follows:

<TABLE>
<CAPTION>

                                                                         North                   South
                                                                        America     Europe      America   Eliminations     Total
                                                                        -------     ------      -------   ------------     -----
                                                                                     (a)                      (b)
                                                                                             (In thousands)
<S>                                                                     <C>         <C>         <C>          <C>          <C>
Net sales (c)              Three months ended September 28, 2003        $200,372    $ 36,349    $ 7,145                   $243,866
                           Three months ended September 29, 2002         187,746      33,754      5,623                    227,123

                           Nine months ended September 28, 2003          611,103     108,369     18,197                    737,669
                           Nine months ended September 29, 2002          570,661     106,787     17,583                    695,031

Operating income           Three months ended September 28, 2003          21,548       3,064        745                     25,357
   (loss) (d)              Three months ended September 29, 2002          26,981     (6,452)        637                     21,166

                           Nine months ended September 28, 2003           79,837       8,201      1,532                     89,570
                           Nine months ended September 29, 2002           87,578     (7,885)      1,894                     81,587

Depreciation and           Three months ended September 28, 2003          18,399         287        401                     19,087
   amortization (e)        Three months ended September 29, 2002          16,771       5,611        366                     22,748

                           Nine months ended September 28, 2003           58,090       3,264      1,152                     62,506
                           Nine months ended September 29, 2002           49,779       8,871      1,355                     60,005

Impairment charges         Three months ended September 28, 2003              --          --         --                         --
                           Three months ended September 29, 2002              --       4,266         --                      4,266

                           Nine months ended September 28, 2003              245         364         --                        609
                           Nine months ended September 29, 2002               --       4,266         --                      4,266

Interest expense, net (e)  Three months ended September 28, 2003          21,499         170         70                     21,739
                           Three months ended September 29, 2002          20,031         108        114                     20,253

                           Nine months ended September 28, 2003           73,633         519        251                     74,403
                           Nine months ended September 29, 2002           60,576       1,092        263                     61,931

Income tax provision       Three months ended September 28, 2003               2       1,556        234                      1,792
   (benefit)               Three months ended September 29, 2002              11       1,140        227                      1,378

                           Nine months ended September 28, 2003              153       4,262        543                      4,958
                           Nine months ended September 29, 2002            (375)       2,044        623                      2,292

Identifiable assets (c)    As of September 28, 2003                      970,121     169,037     26,499      (297,663)     867,994
                           As of December 31, 2002                       910,731     153,834     18,463      (284,717)     798,311

Goodwill                   As of September 28, 2003                        3,515       1,298        764                      5,577
                           As of December 31, 2002                         3,515       1,333        718                      5,566

Capital expenditures,      Nine months ended September 28, 2003           60,413       4,481      5,265           (22)      70,137
   excluding acquisitions  Nine months ended September 29, 2002           63,616       5,366      1,304           (27)      70,259
</TABLE>

                                       22
<PAGE>

                        GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

(a)  On March 28, 2002,  the Company  completed  the sale of certain  assets and
     liabilities of its Italian operations.  During the 2nd quarter of 2002, the
     Company  closed  its plant in the United  Kingdom.  On July 31,  2002,  the
     Company disposed of its operation in Blyes,  France. On March 31, 2003, the
     Company  completed the sale of certain assets and liabilities of its German
     operations. During the 2nd quarter of 2003, the Company closed its plant in
     Noeux les Mines, France.

(b)  To eliminate intercompany balances, which include investments in the
     operating segments and inter-segment receivables and payables.

(c)  The Company's net sales for Europe include sales in France which totaled
     approximately $18.7 million and $17.5 million for the three months ended
     September 28, 2003 and September 29, 2002, respectively, and $58.1 million
     and $57.0 million for the nine months ended September 28, 2003 and
     September 29, 2002, respectively. Identifiable assets in France totaled
     approximately $96.1 million and $93.6 million as of September 28, 2003 and
     December 31, 2002, respectively.

(d)  In the fourth quarter of 2002 the Company changed its measurement method
     used to determine reported segment profit or loss by allocating certain
     selling, general and administrative costs incurred in North America to
     Europe and South America. The effect in the three months ended September
     28, 2003 was an increase in operating income for North America of $0.5
     million and decreases of $0.4 million and $0.1 million for Europe and South
     America, respectively, and the effect in the nine months ended September
     28, 2003 was an increase in operating income for North America of $1.5
     million and decreases of $1.2 million and $0.3 million for Europe and South
     America, respectively.

(e)  Includes amortization of debt issuance fees.

Product Net Sales Information

         The following is supplemental information on net sales by product
category:
<TABLE>
<CAPTION>

                                           Three Months Ended                   Nine Months Ended
                                           ------------------                   -----------------
                                      September 28,    September 29,      September 28,    September 29,
                                          2003             2002               2003              2002
                                          ----             ----               ----              ----
                                                                (In thousands)
<S>                                     <C>              <C>                <C>              <C>
Food and Beverage.................      $142,421         $128,474           $432,447         $397,874
Household and Personal Care.........      47,034           47,319            142,487          143,094
Automotive Lubricants...............      54,411           51,330            162,735          154,063
                                        --------         --------           --------         --------
Total Net Sales.....................    $243,866         $227,123           $737,669         $695,031
                                        ========         ========           ========         ========
</TABLE>

12.  Subsequent Event

     On  September  29, 2003 the  Company  sold its vacant  building  located in
Burlington, Ontario, Canada, and as a result expects to incur a gain on the sale
of approximately $3.0 million.







                                 23
<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 similar terminology. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, such
expectations may prove to have been incorrect. Important factors that could
cause actual results to differ materially from the Company's expectations
include, without limitation:

o   the restrictive covenants contained in instruments  governing  indebtedness
    of the Company;
o   the high degree of leverage and substantial debt service obligations of the
    Operating Company and Holdings;
o   the Company's  exposure to  fluctuations in resin prices and its dependence
    on resin supplies;
o   risks associated with the Company's international operations;
o   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;
o   a decline in the domestic motor oil business;
o   risks associated with environmental regulation;
o   the  possibility  that  Blackstone's   interests  will  conflict  with  the
    Company's interests;
o   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;
o   risks associated with possible future acquisitions; and
o   the Company's dependence on blow molding equipment providers.

See "Business - Certain Risks of the Business" in Holdings' Annual Report on
Form 10-K for the fiscal year ended December 31, 2002. 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 and currently
operates 56 manufacturing facilities throughout North America, Europe and South
America. The Company's primary strategy 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.

         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 food and beverage market
because of the continued conversion to plastic packaging, including the demand
for containers for juices, juice drinks, nutritional beverages, sport drinks,
teas, yogurt drinks, snacks and other food products. The Company has established
itself as the market leader in the value-added segment for hot-fill PET
containers. Recently, the Company has been a leading participant in the rapid
growth of the yogurt drinks market where the Company manufactures containers
using polyolefin resins. Since the beginning of 1999, the Company has invested
over $165.0 million in capital expenditures in the polyolefin area of the food
and beverage market. For the year ended December 31, 2002, the Company's sales
of polyolefin containers grew to $171.8 million from $117.7 million in 1999.

                                       24
<PAGE>

         Excluding business impacted by the European restructuring, 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, which are packaged in plastic containers, capture an increased share
from powdered detergents, which are predominantly packaged in paper-based
containers. The Company has upgraded its machinery to new larger, more
productive 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 approximately 1% in 2002 as compared to 2001;
annual volumes declined an average of approximately 1% to 2% in prior years.
Management believes that the domestic one quart motor oil container business
will continue to decline approximately 2% to 3% annually for the next several
years but believes there are significant volume opportunities for automotive
business in foreign countries, particularly in South America. In 2002, the
Company was awarded 100% of the U.S. one-quart volume requirements for Shell Oil
Company (Shell, Pennzoil and Quaker State branded motor oils). This award
includes supplying from a facility on-site with Shell Oil Company in Newell,
West Virginia. ExxonMobil also awarded the Company in 2002 100% of its one quart
volume requirements for one of its U.S. filling plants, located in Port Allen,
Louisiana. ExxonMobil was not a U.S. customer prior to this award.

         The Company currently operates 21 manufacturing facilities outside of
the U.S., either on its own or through joint ventures, in Argentina, Belgium,
Brazil, Canada, France, Hungary, Mexico, Poland, Spain and Turkey. Over the past
few years, the Company has expanded its international operations with the
addition of new plants in France, Belgium, Spain, Poland, Mexico and Argentina.

         Changes in international economic conditions require that the Company
continually review its operations and make restructuring changes when it is
deemed appropriate. In the past few years, the Company restructured its
operations as follows.

o   In its North  American  operations in 2001, the Company closed its facility
    in Anjou,  Quebec,  Canada and in 2002 closed  another plant in Burlington,
    Ontario, Canada. Business from these facilities was consolidated into other
    North American facilities as a result of these closures.

o   In its European operations,  the Company committed to restructuring changes
    in the United  Kingdom,  France,  Italy and Germany as follows.  During the
    latter portion of 2001, the Company  committed to a plan to close its plant
    in the United Kingdom. This plant was closed during 2002. During the latter
    portion of 2001,  the  Company  also  committed  to a plan to sell or close
    certain  plants in France.  During  2002,  one facility in France was sold.
    Another facility in France was closed in the second quarter of 2003. During
    the latter  portion of 2001,  the  Company  committed  to a plan to sell or
    close its plants in Italy.  In 2002, the Company sold both of its plants in
    Italy.  During  the  latter  portion  of  2001,  as a part of its  European
    restructuring  plans,  the  Company  committed  to a plan to sell or  close
    certain  plants in Germany.  On March 31, 2003 the Company sold both of its
    plants in Germany.

         For the nine months ended September 28, 2003, approximately 85% of the
Company's net sales were generated by the top twenty customers, the majority of
which were under long-term contracts with terms up to ten years; the remainder
of which were customers with whom the Company has been doing business for over
12 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. The Company had sales to
one customer which exceeded 10% of total sales for the nine months ended
September 28, 2003 and September 29, 2002. The Company's sales to this customer
were 14.9% and 17.5% of total sales for the nine months ended September 28, 2003
and September 29, 2002, respectively. The Company also had sales to two other
customers which exceeded 10% of total sales for the nine months ended September
28, 2003. The Company's sales to these customers were 10.8% and 10.2% of total
sales for the nine months ended September 28, 2003. For the nine months ended
September 28, 2003, approximately 77% of the sales to these three customers were
made in North America.

         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 the U.S. during the three and nine months ended
September 2003 and 2002:

                                       25
<PAGE>

                  Three Months Ended September     Nine Months Ended September
                  ----------------------------     ---------------------------
                     2003              2002           2003             2002
                     ----              ----           ----             ----
PET............     $0.62             $0.59          $0.65            $0.59
HDPE...........      0.49              0.44           0.49             0.40

         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 resin 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.

         The Company does not pay U.S. federal income taxes under the provisions
of the Internal Revenue Code, as the distributive share of 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 major components of the Company's
net sales (in millions) and such net sales expressed as a percentage of total
net sales:
<TABLE>
<CAPTION>

                                     Three Months Ended                     Nine Months Ended
                                     ------------------                     -----------------
                               September 28,      September 29,       September 28,     September 29,
                                   2003               2002                2003              2002
                                   ----               ----                ----              ----
<S>                            <C>      <C>      <C>      <C>         <C>      <C>      <C>      <C>
North America..............    $200.4   82.2%    $187.7   82.6%       $611.1   82.8%    $570.6   82.1%
Europe.....................      36.4   14.9       33.8   14.9         108.4   14.7      106.8   15.4
South America..............       7.1    2.9        5.6    2.5          18.2    2.5       17.6    2.5
                               ------  -----     ------  -----        ------  -----     ------  -----
Total Net Sales............    $243.9  100.0%    $227.1  100.0%       $737.7  100.0%    $695.0  100.0%
                               ======  =====     ======  =====        ======  =====     ======  =====
</TABLE>


<TABLE>
<CAPTION>

                                     Three Months Ended                     Nine Months Ended
                                     ------------------                     -----------------
                               September 28,      September 29,       September 28,     September 29,
                                   2003               2002                2003              2002
                                   ----               ----                ----              ----
<S>                            <C>      <C>      <C>      <C>         <C>      <C>      <C>      <C>
Food and Beverage...........   $142.4    58.4%   $128.5    56.6%      $432.5    58.6%   $397.9    57.2%
Household and Personal Care.     47.1    19.3      47.3    20.8        142.5    19.3     143.1    20.6
Automotive Lubricants.......     54.4    22.3      51.3    22.6        162.7    22.1     154.0    22.2
                               ------   -----    ------   -----       ------   -----    ------   -----
Total Net Sales.............   $243.9   100.0%   $227.1   100.0%      $737.7   100.0%   $695.0   100.0%
                               ======   =====    ======   =====       ======   =====    ======   =====
</TABLE>



Three Months Ended September 28, 2003 Compared to Three Months Ended September
29, 2002

Net Sales. Net sales for the three months ended September 28, 2003 increased
$16.8 million or 7.4% to $243.9 million from $227.1 million for the three months
ended September 29, 2002. The increase in sales was primarily due to an increase
in resin pricing combined with an 11.6% increase in units sold, principally due
to additional food and beverage container business where units increased by
26.1%. These increases were partially offset by the Company's restructuring
process in Europe which included the sale or closing of seven non-strategic
locations, all of which were sold or closed as of September 28, 2003. Excluding
business impacted by the European restructuring, sales for the three months
ended September 28, 2003 would have increased approximately 9% compared to the
sales for the three months ended September 29, 2002 and unit volume would have
increased approximately 14%. On a geographic basis, sales for the three months
ended September 28, 2003 in North America increased $12.7 million or 6.8% from

                                       26
<PAGE>

the three months ended September 29, 2002 and included higher units sold of
5.8%. North American sales in the food and beverage business, the household and
personal care business and the automotive lubricants business contributed $9.8
million, $0.4 million and $2.5 million, respectively, to the increase. Units
sold in North America increased by 21.8% in the food and beverage business,
decreased by 29.4% in the household and personal care business and decreased by
2.5% in the automotive lubricants business. Sales for the three months ended
September 28, 2003 in Europe increased $2.6 million or 7.7% from the three
months ended September 29, 2002. The increase in sales was primarily due to
exchange rate changes and higher unit volume, offset by the European
restructuring. Overall, the European sales reflected a 21.9% increase in units
sold. Exchange rate changes increased sales by approximately $4.2 million.
Excluding business impacted by the European restructuring, sales in Europe for
the three months ended September 28, 2003 would have increased $6.7 million, or
approximately 23%, compared to sales for the three months ended September 29,
2002 and unit volume in Europe would have increased approximately 29% compared
to the same period last year. Sales in South America for the three months ended
September 28, 2003 increased $1.5 million or 26.8% from the three months ended
September 29, 2002, primarily due to exchange rate changes of approximately $0.6
million and a 16.5% increase in unit volume.

Gross  Profit.  Gross  profit for the three  months  ended  September  28,  2003
increased  $0.5 million to $42.8 million from $42.3 million for the three months
ended September 29, 2002.  Gross profit for the three months ended September 28,
2003 decreased  $4.8 million in North America,  increased $5.1 million in Europe
and increased $0.2 million in South  America,  when compared to the three months
ended September 29, 2002. The increase in gross profit  resulted  primarily from
an increase in unit volume and strong operating  performance  related to ongoing
business  in  Europe of $2.4  million,  a net  reduction  of  restructuring  and
customer  consolidation  expenses in North America and Europe of $1.3 million, a
net reduction in project costs of $0.9 million and exchange rate gains in Europe
of approximately  $0.7 million,  offset by a decrease in gross profit related to
ongoing  business  in  North  America  of $5.1  million.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the three months ended September 28, 2003 increased $0.6 million to
$17.4 million from $16.8 million for the three months ended September 29, 2002.
The increase was primarily due to an increase in North America, offset by a
decrease in Europe. The increase in North America was primarily due to an
increase in the allowance for doubtful accounts of $2.3 million related to
potential losses for one of the Company's larger customers, Hi-Country, against
which the Company has filed an involuntary Chapter 7 bankruptcy petition, and an
increase in product development expenses, partially offset by a decrease in
compensation-related expenses. The decrease in Europe was primarily due to a
reduction of non-recurring costs. The non-recurring charges were $2.6 million
and $3.4 million for the three months ended September 28, 2003 and September 29,
2002, respectively, comprised of global reorganization costs ($2.2 million) and
other costs ($0.4 million) for the three months ended September 28, 2003 and
costs related to the postponed equity offering and concurrent transactions ($2.6
million) and global reorganization costs ($0.8 million) for the three months
ended September 29, 2002. Selling, general and administrative expenses as a
percent of sales decreased to 7.1% of sales for the three months ended September
28, 2003 from 7.4% of sales for the three months ended September 29, 2002.
Excluding non-recurring charges, selling, general and administrative expenses as
a percent of sales increased to 6.1% of sales for the three months ended
September 28, 2003 from 5.9% of sales for the three months ended September 29,
2002.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. The Company adjusted the carrying values of these assets to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $4.3 million for the three months ended
September 29, 2002.

Interest Expense, Net. Interest expense, net increased $1.4 million to $21.7
million for the three months ended September 28, 2003 from $20.3 million for the
three months ended September 29, 2002. The increase was primarily related to
higher LIBOR margins under the Company's New Senior Credit Agreement, partially
offset by a decline in interest rates.

Other expense (income), net. Other expense remained unchanged at $0.2 million
for both the three months ended September 28, 2003 and September 29, 2002.

Minority Interest. Minority interest decreased $0.1 million to $0.3 million in
the three months ended September 28, 2003 from $0.4 million for the three months
ended September 29, 2002.

Income Tax Provision. Income tax provision increased $0.4 million to $1.8
million for the three months ended September 28, 2003 from $1.4 million for the
three months ended September 29, 2002. The increase was primarily related to

                                       27
<PAGE>

increased taxable earnings in certain of the Company's European subsidiaries for
the three months ended September 28, 2003 as compared to the three months ended
September 29, 2002.

Net Income (Loss). Primarily as a result of factors discussed above, net income
was $1.2 million for the three months ended September 28, 2003 compared to net
loss of $1.1 million for the three months ended September 29, 2002.

Covenant Compliance EBITDA. Primarily as a result of factors discussed above,
Covenant Compliance EBITDA (as hereinafter defined) decreased $0.7 million or
1.4% to $50.3 million for the three months ended September 28, 2003 from $51.0
million for the three months ended September 29, 2002. A reconciliation from Net
Income (Loss) to Covenant Compliance EBITDA is provided within "--Liquidity and
Capital Resources."


Nine months ended September 28, 2003 Compared to Nine months ended September 29,
2002

Net Sales. Net sales for the nine months ended September 28, 2003 increased
$42.7 million or 6.1% to $737.7 million from $695.0 million for the nine months
ended September 29, 2002. The increase in sales was primarily due to an increase
in resin pricing combined with a 6.9% increase in units sold, principally due to
additional food and beverage container business where units increased by 16.8%.
These increases were partially offset by the Company's restructuring process in
Europe which included the sale or closing of seven non-strategic locations, all
of which were sold or closed as of September 28, 2003. Excluding business
impacted by the European restructuring, sales and unit volume for the nine
months ended September 28, 2003 would have increased approximately 10% compared
to the sales and unit volume for the nine months ended September 29, 2002. On a
geographic basis, sales for the nine months ended September 28, 2003 in North
America increased $40.5 million or 7.1% from the nine months ended September 29,
2002 and included higher units sold of 4.5%. North American sales in the food
and beverage business, the household and personal care business and the
automotive lubricants business contributed $21.3 million, $8.5 million and $10.7
million, respectively, to the increase. Units sold in North America increased by
14.2% in the food and beverage business, decreased by 18.4% in the household and
personal care business and decreased by 1.0% in the automotive lubricants
business. Sales for the nine months ended September 28, 2003 in Europe increased
$1.6 million or 1.5% from the nine months ended September 29, 2002. The increase
in sales was primarily due to exchange rate changes of approximately $16.6
million and an 11.2% increase in units sold, partially offset by the European
restructuring. Excluding business impacted by the European restructuring, sales
in Europe for the nine months ended September 28, 2003 would have increased
$23.1 million, or approximately 28%, compared to sales for the nine months ended
September 29, 2002 and unit volume in Europe would have increased approximately
22% compared to the same period last year. Sales in South America for the nine
months ended September 28, 2003 increased $0.6 million or 3.4% from the nine
months ended September 29, 2002, in part due to an increase in units sold of
6.5% offset by exchange rate changes of approximately $2.8 million.

Gross  Profit.  Gross  profit  for the nine  months  ended  September  28,  2003
increased $6.8 million to $138.4 million from $131.6 million for the nine months
ended  September 29, 2002.  Gross profit for the nine months ended September 28,
2003 decreased $5.9 million in North America,  increased $13.2 million in Europe
and decreased  $0.5 million in South  America,  when compared to the nine months
ended September 29, 2002. The increase in gross profit  resulted  primarily from
an increase in unit volume and strong operating  performance  related to ongoing
business  in  Europe of $6.7  million,  a net  reduction  of  restructuring  and
customer  consolidation  expenses in North America and Europe of $4.7 million, a
net reduction in project costs of $1.7 million and exchange rate gains in Europe
of approximately  $2.5 million,  offset by a decrease in gross profit related to
ongoing business in North America of $8.6 million.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the nine months ended September 28, 2003 increased $2.5 million to
$48.3 million from $45.8 million for the nine months ended September 29, 2002.
The increase was primarily due to an increase in North America, offset by
decreases in Europe and South America. The increase in North America was
primarily due to an increase in the allowance for doubtful accounts of $2.3
million related to potential losses for one of the Company's larger customers,
Hi-Country, against which the Company has filed an involuntary Chapter 7
bankruptcy petition, expansion into Mexico and an increase in product
development expenses, partially offset by a decrease in compensation-related
expenses. The decrease in Europe was primarily due to reductions in
non-recurring charges, expatriate-related costs and costs related to locations
in Europe that were sold during 2002 and 2003, partially offset by an increase
in expenses due to exchange rates. The non-recurring charges were $3.7 million
and $4.5 million for the nine months ended September 28, 2003 and September 29,
2002, respectively, comprised primarily of global reorganization costs ($3.1
million) and other costs ($0.6 million) for the nine months ended September 28,
2003 and costs related to the postponed equity offering and concurrent
transactions ($2.6 million) and global reorganization costs ($1.9 million) for
the nine months ended September 29, 2002. Selling, general and administrative


                                       28
<PAGE>

expenses as a percent of sales decreased to 6.5% of sales for the nine months
ended September 28, 2003 from 6.6% of sales for the nine months ended September
29, 2002. Excluding non-recurring charges, selling, general and administrative
expenses as a percent of sales increased to 6.0% of sales for the nine months
ended September 28, 2003 from 5.9% of sales for the nine months ended September
29, 2002.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. The Company adjusted the carrying values of these assets to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.4 million and $4.3 million for the nine
months ended September 28, 2003 and September 29, 2002, respectively. These
assets were disposed of on March 31, 2003.

Due to a significant change in the ability to utilize certain assets in the
U.S., the Company evaluated the recoverability of these assets. For these assets
to be disposed of, the Company adjusted the carrying values to the lower of
their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.2 million for the nine months ended
September 28, 2003.

Interest Expense, Net. Interest expense, net increased $12.5 million to $74.4
million for the nine months ended September 28, 2003 from $61.9 million for the
nine months ended September 29, 2002. The increase was primarily related to the
refinancing of the Company's prior Senior Credit Agreement, which resulted in
the write-off of debt issuance fees of $6.2 million, and higher LIBOR margins
under the Company's New Senior Credit Agreement, partially offset by a decline
in interest rates.

Other expense (income), net. Other income was $0.6 million for the nine months
ended September 28, 2003 as compared to other expense of $0.2 million for the
nine months ended September 29, 2002. The higher income was primarily due to
higher foreign exchange gains in the nine months ended September 28, 2003 as
compared to the nine months ended September 29, 2002.

Minority Interest. Minority interest increased $0.1 million to $1.1 million for
the nine months ended September 28, 2003 from $1.0 million for the nine months
ended September 29, 2002.

Income Tax Provision. Income tax provision increased $2.7 million to $5.0
million for the nine months ended September 28, 2003 from $2.3 million for the
nine months ended September 29, 2002. The increase was primarily related to
increased taxable earnings in certain of the Company's European subsidiaries for
the nine months ended September 28, 2003 as compared to the nine months ended
September 29, 2002.

Net Income (Loss). Primarily as a result of factors discussed above, net income
was $9.7 million for the nine months ended September 28, 2003 compared to net
income of $16.1 million for the nine months ended September 29, 2002.

Covenant Compliance EBITDA. Primarily as a result of factors discussed above,
Covenant Compliance EBITDA (as hereinafter defined) increased $2.5 million or
1.6% to $155.9 million for the nine months ended September 28, 2003 from $153.4
million for the nine months ended September 29, 2002. A reconciliation from Net
Income (Loss) to Covenant Compliance EBITDA is provided within "--Liquidity and
Capital Resources."


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 U.S. dollar relative to the local currencies of profitable
foreign subsidiaries can have a favorable effect on the profitability of the
Company, and an increase in the value of the U.S. dollar relative to the local
currencies of profitable foreign subsidiaries can have a negative effect on the
profitability of the Company. Exchange rate fluctuations decreased comprehensive
income by $1.0 million and increased comprehensive loss by $4.6 million for the
three months ended September 28, 2003 and September 29, 2002, respectively, and
increased comprehensive income by $13.6 million and $4.7 million for the nine
months ended September 28, 2003 and September 29, 2002, respectively.


Derivatives

         During 2003 the Company entered into four new interest rate swap
agreements, under which the Company receives variable interest based on the
Eurodollar Rate (the applicable interest rate offered to banks in the London
interbank eurocurrency market) and pays fixed interest at a weighted average


                                       29
<PAGE>

rate of 2.60%, on $400.0 million of term loans. The interest rate swaps are
accounted for as cash flow hedges. The effective portion of the change in the
fair value of the new interest rate swaps is recorded in other comprehensive
income ("OCI") and was an unrealized loss of $5.3 million for the nine months
ended September 28, 2003. Approximately 39% 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 effective hedges would
result in income statement recognition of all or part of the cumulative $5.3
million unrealized loss recorded in OCI as of September 28, 2003.

         The Company entered into interest rate swap agreements to hedge the
exposure to increasing rates with respect to its prior senior credit agreement.
These interest rate swaps were accounted for as cash flow hedges. In connection
with the closing of the Senior Credit Agreement (as hereinafter defined) on
February 14, 2003 these swaps no longer qualified for hedge accounting. As such,
the Company recorded a non-cash charge of approximately $4.8 million within
interest expense as a result of the reclassification into expense of the
remaining unrealized loss on these interest rate swap agreements. These interest
rate swap agreements expired at various points through September 2003. The
effective portion of the change in fair value of these swaps from January 1,
2003 to February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5
million. The change in fair value of these swaps after February 14, 2003 was
recognized in earnings and resulted in a reduction of interest expense of $4.8
million for the nine months ended September 28, 2003.

         In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS 133. This Statement is effective for contracts entered into or
modified, and for hedging relationships designated after June 30, 2003. Other
provisions of this statement that related to SFAS 133 Implementation Issues
should continue to be applied in accordance with their respective effective
dates. The Company adopted SFAS 149 on July 1, 2003 and the adoption of SFAS 149
did not have a significant impact on its results of operations or financial
position.


Liquidity and Capital Resources

         In the nine months ended September 28, 2003, the Company funded,
through its various borrowing arrangements and operating activities, $70.0
million of investing activities, consisting of $70.1 million of capital
expenditures, offset by $0.1 million of proceeds from the sale of the German
operations.

         The Company's Senior Credit Agreement currently consists of one term
loan to the Operating Company with an initial term loan commitment totaling
$570.0 million and a revolving loan facility to the Operating Company totaling
$150.0 million. The unused availability of the revolving credit facility under
the Senior Credit Agreement at September 28, 2003 was $105.2 million. The
obligations of the Operating Company under the Senior Credit Agreement are
guaranteed by Holdings and certain other subsidiaries of Holdings. The term loan
is payable in quarterly installments and requires payments of $2.0 million in
2003, $4.0 million in 2004, $20.0 million in 2005, $45.0 million in 2006, $45.0
million in 2007, $200.0 million in 2008, $200.0 million in 2009 and $54.0
million in 2010. The Company expects to fund scheduled debt repayments from cash
from operations and unused lines of credit. The revolving loan facility expires
on the earlier of February 14, 2008 and the Term Loan maturity date. The term
loan and revolving loan facility will become due on July 15, 2007 if the $325.0
million of Senior Subordinated Notes due 2008 have not been refinanced by
January 15, 2007. The term loan will become due on July 15, 2008 if the Senior
Discount Notes have not been refinanced by January 15, 2008. On September 28,
2003 the Company was in compliance with all covenants.

         On May 28, 2003 the Company and GPC Capital Corp I issued $100.0
million aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2008
pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes
were issued under the February 2, 1998 Senior Subordinated Indenture. The notes
were issued in exchange for, and in full satisfaction of, $100.0 million
aggregate principal amount of Tranche II term loans then outstanding under the
Company's Senior Credit Agreement.

         The Company's other indebtedness included the issuance of $325.0
million of Senior Subordinated Notes due 2008 (including the $100.0 million
add-on issued May 28, 2003) and the issuance of $169.0 million aggregate
principal amount at maturity of Senior Discount Notes due 2009 which yielded
gross proceeds of $100.6 million. At September 28, 2003, the aggregate accreted
value of the Senior Discount Notes was $169.0 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 $250.0 million at a
fixed rate of 8.75% and with interest payable on $75.0 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%.

                                       30
<PAGE>
         At September 28, 2003, the Company's total indebtedness was $1,127.4
million.

         The Senior Credit Agreement and Indentures contain a number of
significant covenants that, among other things, restrict the ability of the
Company to dispose of assets, repay other indebtedness, incur additional
indebtedness, pay dividends, prepay subordinated indebtedness, incur liens, make
capital expenditures, investments or acquisitions, engage in mergers or
consolidations, engage in transactions with affiliates and otherwise restrict
the Company's activities. In addition, under the Senior Credit Agreement, the
Operating Company is required to satisfy specified financial ratios and tests.
Covenant compliance EBITDA is used to determine the Company's compliance with
many of these covenants.

           Covenant compliance 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. Covenant compliance
EBITDA is calculated in the Senior Credit Agreement and Indentures by adding
minority interest, extraordinary items, interest expense, interest income,
income taxes, depreciation and amortization expense, impairment charges, the
ongoing $1.0 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 other charges to net income (loss).

         The breach of covenants in the Senior Credit Agreement that are tied to
ratios based on covenant compliance EBITDA could result in a default under that
agreement and the lenders could elect to declare all amounts borrowed due and
payable. Any such acceleration would also result in a default under the
Company's indentures. Additionally, under the Company's debt agreements, the
ability of the Company to engage in activities such as incurring additional
indebtedness, making investments and paying dividends is also tied to ratios
based on covenant compliance EBITDA. The Senior Credit Agreement requires that
the Operating Company maintain a covenant compliance EBITDA to cash interest
ratio starting at a minimum of 2.25x and a net debt to covenant compliance
EBITDA ratio starting at a maximum of 5.50x, in each case for the most recent
four quarter period. The ability of the Operating Company to incur additional
debt and make certain restricted payments under the Indentures is tied to a
covenant compliance EBITDA to interest expense ratio of 1.75 to 1, except that
the Operating Company may incur certain debt and make certain restricted
payments without regard to the ratio, such as up to $650 million under the
Senior Credit Agreement and investments equal to 10% of the Operating Company's
total assets.

         While covenant compliance EBITDA and similar measures are frequently
used as measures 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. Covenant compliance EBITDA is calculated as follows:
<TABLE>
<CAPTION>
                                                                      Three Months Ended             Nine Months Ended
                                                                      ------------------             -----------------
                                                               September 28,   September 29,    September 28,   September 29,
                                                                    2003            2002            2003             2002
                                                                    ----            ----            ----             ----
                                                                                        (In millions)
<S>                                                               <C>            <C>              <C>              <C>
Net income (loss)...........................................       $  1.2         $ (1.1)        $  9.7           $ 16.1
Interest expense, net.......................................         21.7           20.3           74.4             61.9
Income tax expense..........................................          1.8            1.4            5.0              2.3
Depreciation and amortization...............................         17.8           21.6           52.6             56.6
Impairment charges..........................................           --            4.3            0.6              4.3
Fees paid pursuant to the Blackstone monitoring agreement...          0.2            0.2            0.7              0.7
Minority interest...........................................          0.3            0.4            1.1              1.0
Certain other charges (1)(2)................................          7.3            3.9           11.8             10.5
                                                                   ------         ------         ------           ------
Covenant compliance EBITDA..................................       $ 50.3         $ 51.0         $155.9           $153.4
                                                                   ======         ======         ======           ======
</TABLE>

(1) The  three  and  nine  months  ended  September  28,  2003  include  global
    reorganization  costs ($6.8 million and $11.2  million,  respectively)  and
    other costs ($0.5  million and $0.6 million,  respectively).  The three and
    nine months ended September 29, 2002 include costs related to the postponed
    equity offering and concurrent  transactions ($2.6 million in each period),
    global  reorganization costs ($1.3 million and $7.8 million,  respectively)
    and other costs ($0.0 million and $0.1 million, respectively).

(2) Does  not  include  project  startup  costs,  which  are  included  in  the
    calculation of covenant compliance EBITDA under the Senior Credit Agreement
    and Indentures.  These startup costs were $0.7 million and $1.6 million for
    the  three  months  ended  September  28,  2003  and  September  29,  2002,
    respectively,  and $1.9  million and $3.6 million for the nine months ended
    September 28, 2003 and September 29, 2002, respectively.

                                       31
<PAGE>

         Substantially all domestic tangible and intangible assets of the
Company are pledged as collateral pursuant to the terms of the Senior Credit
Agreement.

         As market conditions warrant, the Company and its major equityholders,
including Blackstone Capital Partners III Merchant Bank 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.

         Management believes that capital investment to maintain and upgrade
property, plant and equipment is important to remain competitive. Management
estimates that on average the annual capital expenditures required to maintain
the Company's facilities are approximately $25 million per year. Additional
capital expenditures beyond this amount will be required to expand capacity.
Capital expenditures for the nine months ended September 28, 2003 were $70.1
million.

         For the fiscal year 2003, the Company expects to incur approximately
$110.0 million of capital investments and for the fiscal year 2004, the Company
expects to incur approximately $135.0 million of capital investments. However,
total capital investments will depend on the size and timing of growth related
opportunities. The Company's principal sources of cash to fund ongoing
operations and capital requirements have been and are expected to continue to be
net cash provided by operating activities and borrowings under the Senior Credit
Agreement. Management believes that these sources will be sufficient to fund the
Company's ongoing operations and its foreseeable capital requirements. The
owners of the 49% minority interest in Masko Graham have indicated their
intentions of exercising their put option for the Company to buy their 49%
interest, and therefore, included in the $110.0 million estimate of capital
investments for 2003 is $16.0 million related to this buyout option. This amount
is estimated and is subject to a defined formula which is based upon several
factors, but Management feels this amount is a reasonable estimate for this
buyout option. If these owners do not exercise their put option in 2003, the
$16.0 million related to this buyout option may occur, instead, in 2004.

         On July 9, 2002, the Company and Graham Engineering amended the
equipment sales, service and licensing agreement to, among other things,
obligate the Company, retroactive to January 1, 2002 and subject to certain
credits and carry-forwards, to make payments for products and services to Graham
Engineering in the amount of at least $12.0 million per calendar year, or else
pay Graham Engineering a shortfall payment. The Company does not expect to be
required to make a shortfall payment relative to its purchases for 2003.

         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 that person's  death,  disability,
    retirement or termination of employment or other  circumstances with annual
    dollar limitations; and

o   to finance the payment of cash interest on the Senior Discount Notes or any
    notes issued pursuant to a refinancing of the Senior Discount Notes.


Subsequent Event

         On September 29, 2003 the Company sold its vacant building located in
Burlington, Ontario, Canada, and as a result expects to incur a gain on the sale
of approximately $3.0 million.



                                       32
<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, 2002 for complete quantitative
and qualitative disclosures about market risk. The following table provides
disclosure as of September 28, 2003 for financial instruments that have
experienced material changes in fair value since December 31, 2002.

<TABLE>
<CAPTION>


                                                                                                           Fair Value
                           Expected Maturity Date of Interest Rate Swap Agreements at September 28, 2003  September 28,
                           -----------------------------------------------------------------------------
                            2003        2004        2005        2006        2007     Thereafter   Total       2003
                            ----        ----        ----        ----        ----     ----------   -----       ----
                                                              (Dollars in thousands)
Derivatives matched against liabilities:
<S>                          <C>         <C>         <C>      <C>           <C>        <C>      <C>            <C>
  Pay fixed swaps             --          --          --      $ 400,000      --         --      $ 400,000      $(5,304)
  Pay rate                    --          --          --          2.60%      --         --          2.60%
  Receive rate                --          --          --          1.51%      --         --          1.51%
</TABLE>






















                                       33
<PAGE>



Item 4.  Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

     The Company's  principal executive officer and principal financial officer,
     after evaluating the effectiveness of the Company's disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of
     the end of the period  covered by this report,  have  concluded  that as of
     such date the Company's  disclosure  controls and procedures  were adequate
     and  effective  to ensure that  material  information  relating to Holdings
     would be made known to them by others within the company.

(b)  Changes in Internal Controls

     There were no significant  changes in the Company's internal controls or in
     other factors that could significantly affect Holdings' disclosure controls
     and procedures  subsequent to the date of their evaluation,  nor were there
     any significant  deficiencies or material  weaknesses in Holdings' internal
     controls. As a result, no corrective actions were required or undertaken.

















                                       34
<PAGE>



        PART II   OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 31.1 Certification required by Rule 15d-14(a).

     Exhibit 31.2 Certification required by Rule 15d-14(a).

     Exhibit 32.1 Certification  pursuant to 18 U.S.C.  Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

     Exhibit 32.2 Certification  pursuant to 18 U.S.C.  Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.


(b) Reports on Form 8-K

     No reports on Form 8-K were  required to be filed during the quarter
     ended September 28, 2003.





















                                       35
<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: November 12, 2003


                     GRAHAM PACKAGING HOLDINGS COMPANY
                     (Registrant)

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


                     By: /s/ John E. Hamilton
                        -----------------------------------
                        John E. Hamilton
                        Chief Financial Officer
                        (chief accounting officer and duly authorized officer)





















                                       36
<PAGE>



                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Philip R. Yates, certify that:

1)   I have  reviewed  this  quarterly  report on Form 10-Q of Graham  Packaging
     Holdings Company;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: November 12, 2003


                        By: /s/ Philip R. Yates
                            -----------------------------------
                            Philip R. Yates
                            Chief Executive Officer

                                       37
<PAGE>

                                                                    Exhibit 31.2

                                  CERTIFICATION

I, John E. Hamilton, certify that:

1)   I have  reviewed  this  quarterly  report on Form 10-Q of Graham  Packaging
     Holdings Company;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: November 12, 2003


                        By: /s/ John E. Hamilton
                           -----------------------------------
                           John E. Hamilton
                           Chief Financial Officer

                                       38
<PAGE>

                                                                    Exhibit 32.1

                                  CERTIFICATION

     In  connection  with the  Quarterly  Report  of Graham  Packaging  Holdings
Company on Form 10-Q for the period ended  September  28, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Philip
R. Yates, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:

1)   The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2)   The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and results of  operations  of Graham
     Packaging Holdings Company.

Date: November 12, 2003


                        By: /s/ Philip R. Yates
                           -----------------------------------
                           Philip R. Yates
                           Chief Executive Officer



















                                       39
<PAGE>




                                                                    Exhibit 32.2

                                  CERTIFICATION

     In  connection  with the  Quarterly  Report  of Graham  Packaging  Holdings
Company on Form 10-Q for the period ended  September  28, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, John E.
Hamilton, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:

1)   The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2)   The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and results of  operations  of Graham
     Packaging Holdings Company.

Date: November 12, 2003


                        By: /s/ John E. Hamilton
                           -----------------------------------
                           John E. Hamilton
                           Chief Financial Officer

















                                       40
<PAGE>
[{"type": "10-Q", "sequence": "1", "filename": "holdings10q2003-3rdq.txt", "description": "GRAHAM PACKAGING HOLDINGS COMPANY - 3RD QTR 2003", "secsgml_size_bytes": 147724}]
{"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": "03992418"}, "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 September 28, 2003
                                 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 check mark 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), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, Yes [ ] No [X].

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X].

                                       1
GRAHAM PACKAGING HOLDINGS COMPANY
                                      INDEX

PART I.     FINANCIAL INFORMATION
                                                                     Page Number
Item 1: Condensed Consolidated Financial Statements:

        CONDENSED CONSOLIDATED BALANCE SHEETS - At September 28, 2003 and
        December 31, 2002..................................................   3

        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - For the  Three and
        Nine Months ended September 28, 2003 and September 29, 2002........   4

        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) -
        For the Year Ended December 31, 2002 and Nine Months ended
        September 28, 2003................................................    5

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  - For the Nine Months
        ended September 28, 2003 and September 29, 2002....................   6

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

Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations..............................................  24

Item 3: Quantitative and Qualitative Disclosures About Market Risk.........  33

Item 4: Controls and Procedures............................................  34

PART II.     OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...................................  35

Signature: ................................................................. 36

                                       2
PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
September 28,          December 31,
                                                                   2003                  2002
                                                                   ----                  ----
                                                                        (In thousands)

ASSETS
Current assets:
Cash and cash equivalents..............................     $    7,316            $    7,299
   Accounts receivable, net...............................        113,018                97,933
   Inventories............................................         65,563                62,660
   Prepaid expenses and other current assets..............         19,665                18,289
                                                               ----------            ----------
Total current assets......................................        205,562               186,181
Property, plant and equipment, net........................        610,364               577,962
Goodwill..................................................          5,577                 5,566
Other non-current assets..................................         46,491                28,602
                                                               ----------            ----------
Total assets..............................................     $  867,994            $  798,311
                                                               ==========            ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses..................     $  151,866            $  169,232
   Current portion of long-term debt......................          8,951                 7,992
                                                               ----------            ----------
Total current liabilities.................................        160,817               177,224

Long-term debt............................................      1,118,463             1,062,635
Other non-current liabilities.............................         19,520                14,655
Minority interest.........................................          5,157                 4,104
Commitments and contingent liabilities (see Note 8).......             --                    --
Partners' capital (deficit)...............................       (435,963)             (460,307)
                                                               ----------            ----------
Total liabilities and partners' capital (deficit).........     $  867,994            $  798,311
                                                               ==========            ==========
See accompanying notes to condensed consolidated financial statements.

                                       3
GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
Three Months Ended                     Nine Months Ended
                                                             ------------------                     -----------------
                                                      September 28,      September 29,       September 28,     September 29,
                                                           2003              2002                 2003              2002
                                                           ----              ----                 ----              ----
                                                                                  (In thousands)
Net sales..........................................      $ 243,866          $ 227,123           $ 737,669         $ 695,031
Cost of goods sold.................................        201,078            184,852             599,219           563,391
                                                         ---------          ---------           ---------         ---------
Gross profit.......................................         42,788             42,271             138,450           131,640
Selling, general, and administrative expenses......         17,431             16,839              48,271            45,787
Impairment charges.................................             --              4,266                 609             4,266
                                                         ---------          ---------           ---------         ---------
Operating income...................................         25,357             21,166              89,570            81,587
Interest expense, net..............................         21,739             20,253              74,403            61,931
Other expense (income), net........................            245                221                (571)              176
Minority interest..................................            338                392               1,053             1,047
                                                         ---------          ---------           ---------         ---------
Income before income taxes.........................          3,035                300              14,685            18,433
Income tax provision...............................          1,792              1,378               4,958             2,292
                                                         ---------          ---------           ---------         ---------
Net income (loss)..................................      $   1,243          $  (1,078)          $   9,727         $  16,141
                                                         =========          =========           =========         =========

Net income (loss) allocated to General Partners......    $      62         $      (54)          $     486         $     807
Net income (loss) allocated to Limited Partners......    $   1,181         $   (1,024)          $   9,241         $  15,334
See accompanying notes to condensed consolidated financial statements.

                                       4
GRAHAM PACKAGING HOLDINGS COMPANY
        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)
Notes and
                                                                                       Interest        Accumulated
                                                                                    Receivable for        Other
                                                          General      Limited        Ownership       Comprehensive
                                                          Partners     Partners       Interests       Income (Loss)       Total
                                                          --------     --------       ---------       -------------       -----
                                                                                         (In thousands)
Consolidated balance at January 1, 2002...............  $ (21,147)    $(406,764)      $ (2,443)         $ (54,700)      $(485,054)

  Net income for the year.............................        378         7,184             --                 --           7,562
  Changes in fair value of derivatives................         --            --             --              6,909           6,909
  Additional minimum pension liability................         --            --             --             (2,051)         (2,051)
  Cumulative translation adjustment...................         --            --             --             12,477          12,477
                                                                                                                        ---------
  Comprehensive income................................                                                                     24,897

  Interest on notes receivable for ownership interests         --            --           (150)                --            (150)
                                                        ---------     ---------       --------          ---------       ---------
Consolidated balance at December 31, 2002.............    (20,769)     (399,580)        (2,593)           (37,365)       (460,307)

  Net income for the period...........................        486         9,241             --                 --           9,727
  Changes in fair value of derivatives................         --            --             --             (3,850)         (3,850)
  Elimination of cash flow hedge accounting for certain
    instruments.......................................         --            --             --              4,783           4,783
  Additional minimum pension liability................         --            --             --                237             237
  Cumulative translation adjustment...................         --            --             --             13,563          13,563
                                                                                                                        ---------
  Comprehensive income................................                                                                     24,460

  Interest on notes receivable for ownership interests         --            --           (116)                --            (116)
                                                        ---------     ---------       --------          ---------       ---------
Consolidated balance at September 28, 2003............  $ (20,283)    $(390,339)      $ (2,709)         $ (22,632)      $(435,963)
                                                        =========     =========       ========          =========       =========
See accompanying notes to condensed consolidated financial statements.

                                       5
GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
Nine Months Ended
                                                                                           -----------------
                                                                                     September 28,   September 29,
                                                                                         2003            2002
                                                                                         ----            ----
Operating activities:                                                                       (In thousands)
   Net income.....................................................................    $    9,727      $   16,141
   Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation and amortization..................................................        52,555          56,576
   Amortization of debt issuance fees.............................................         9,951           3,429
   Impairment charges.............................................................           609           4,266
   Accretion of Senior Discount Notes.............................................           623          12,429
   Elimination of cash flow hedge accounting for certain instruments..............         4,783              --
   Minority interest..............................................................         1,053           1,047
   Foreign currency transaction gain..............................................        (1,020)            (13)
   Interest receivable for ownership interests....................................          (116)           (113)
   Changes in operating assets and liabilities, net of sales of businesses:
     Accounts receivable..........................................................       (10,481)        (15,765)
     Inventories..................................................................        (2,314)           (544)
     Prepaid expenses and other current assets....................................          (874)         (1,195)
     Other non-current assets and liabilities.....................................        (9,656)           (812)
     Accounts payable and accrued expenses........................................       (21,482)         (9,211)
                                                                                      ----------      ----------
Net cash provided by operating activities.........................................        33,358          66,235
Investing activities:
     Net purchases of property, plant and equipment...............................       (70,137)        (70,259)
     Net proceeds from (expenditures for) sales of businesses.....................           133          (4,167)
                                                                                      ----------      ----------

Net cash used in investing activities.............................................       (70,004)        (74,426)
Financing activities:

   Proceeds from issuance of long-term debt.......................................     1,032,570         391,742
   Payment of long-term debt......................................................      (976,486)       (384,055)
   Debt issuance fees.............................................................       (20,250)             --
                                                                                      ----------      ----------
Net cash provided by financing activities.........................................        35,834           7,687
Effect of exchange rate changes...................................................           829             790
                                                                                      ----------      ----------
Increase in cash and cash equivalents.............................................            17             286
Cash and cash equivalents at beginning of period..................................         7,299           9,032
                                                                                      ----------      ----------
Cash and cash equivalents at end of period........................................    $    7,316      $    9,318
                                                                                      ===========     ===========
See accompanying notes to condensed consolidated financial statements.

                                       6
GRAHAM PACKAGING HOLDINGS COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (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, 2002 is
derived from audited financial statements. The condensed consolidated financial
statements and notes included in this report should be read in conjunction with
the audited consolidated financial statements and notes for the year ended
December 31, 2002. The results of operations for the nine months ended September
28, 2003 are not necessarily indicative of the results to be expected for the
full year ending December 31, 2003.

         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

         During 2003 the Company entered into four new interest rate swap
agreements, under which the Company receives variable interest based on the
Eurodollar Rate (hereinafter defined) and pays fixed interest at a weighted
average rate of 2.60%, on $400.0 million of term loans. The interest rate swaps
are accounted for as cash flow hedges. The effective portion of the change in
the fair value of the new interest rate swaps is recorded in other comprehensive
income ("OCI") and was an unrealized loss of $5.3 million for the nine months
ended September 28, 2003. Approximately 39% 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 effective hedges would
result in income statement recognition of all or part of the cumulative $5.3
million unrealized loss recorded in OCI as of September 28, 2003.

         The Company entered into interest rate swap agreements to hedge the
exposure to increasing rates with respect to its prior senior credit agreement.
These interest rate swaps were accounted for as cash flow hedges. In connection
with the closing of the Senior Credit Agreement (as hereinafter defined) on
February 14, 2003 these swaps no longer qualified for hedge accounting. As such,
the Company recorded a non-cash charge of approximately $4.8 million within
interest expense as a result of the reclassification into expense of the
remaining unrealized loss on these interest rate swap agreements. These interest
rate swap agreements expired at various points through September 2003. The
effective portion of the change in fair value of these swaps from January 1,
2003 to February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5
million. The change in fair value of these swaps after February 14, 2003 was
recognized in earnings and resulted in a reduction of interest expense of $4.8
million for the nine months ended September 28, 2003.

         In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS 133. This Statement is effective for contracts entered into or
modified, and for hedging relationships designated after June 30, 2003. Other
provisions of this statement that related to SFAS 133 Implementation Issues
should continue to be applied in accordance with their respective effective
dates. The Company adopted SFAS 149 on July 1, 2003 and the adoption of SFAS 149
did not have a significant impact on its results of operations or financial
position.

                                       7
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

Comprehensive Income

         Foreign currency translation adjustments, changes in fair value of
derivatives designated and accounted for as cash flow hedges and additional
minimum pension liability adjustments are included in OCI and added with net
income to determine total comprehensive income, which is displayed in the
Condensed Consolidated Statements of Partners' Capital (Deficit). Cumulative
foreign currency translation loss adjustments totaled $13.6 million and $27.2
million as of September 28, 2003 and December 31, 2002, respectively. Cumulative
losses on derivatives designated and accounted for as cash flow hedges totaled
$5.3 million and $6.2 million as of September 28, 2003 and December 31, 2002,
respectively. Minimum pension liability loss adjustments totaled $3.7 million
and $4.0 million as of September 28, 2003 and December 31, 2002, respectively.

Guarantees

         In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 establishes requirements
for accounting and disclosure of guarantees issued to third parties for various
transactions. The accounting requirements of FIN 45 are applicable to guarantees
issued after December 31, 2002. The disclosure requirements of FIN 45 are
applicable to financial statements issued for periods ending after December 15,
2002. The Company adopted FIN 45 on January 1, 2003 and the adoption of FIN 45
did not have a significant impact on its results of operations or financial
position.

Option Plan

         In December 2002, the FASB issued SFAS 148, "Accounting For Stock-Based
Compensation - Transition and Disclosure, An Amendment of FASB Statement No.
123." This Statement amends SFAS 123, "Accounting For Stock-Based Compensation,"
to provide alternative methods of transition for an entity that voluntarily
changes to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of that Statement to
require prominent disclosure about the effects on reported net income of an
entity's accounting policy decisions with respect to stock-based employee
compensation. Finally, this Statement amends Accounting Principles Board Opinion
("APB") 28, "Interim Financial Reporting," to require disclosure about those
effects in interim financial information.

         The Company applies APB 25 in accounting for its Option Plan. The
exercise price per Unit was equal to or greater than the fair market value of
each Unit on the dates of the grants and, accordingly, no compensation cost has
been recognized under the provisions of APB 25 for Units granted. Under SFAS
123, compensation cost is measured at the grant date based on the value of the
award and is recognized over the service (or vesting) period. Had compensation
cost for the option plan been determined under SFAS 123, based on the fair
market value at the grant dates, the Company's pro forma net income for the
three and nine months ended September 28, 2003 and September 29, 2002 would have
been reflected as follows:
Three Months Ended                     Nine Months Ended
                                                           ------------------                     -----------------
                                                    September,28,     September 29,       September 28,      September 29,
                                                        2003              2002                2003               2002
                                                        ----              ----                ----               ----
                                                                                (In thousands)
Net income (loss), as reported                       $  1,243          $ (1,078)           $  9,727           $ 16,141
Deduct:  Total stock-based employee compensation
  expense determined under fair value based
  method for all awards                                   (61)             (126)               (166)              (379)
                                                     --------          --------            --------           --------
Pro forma net income (loss)                          $  1,182          $ (1,204)           $  9,561           $ 15,762
                                                     ========          ========            ========           ========
On March 31, 2003 the Option Plan was amended to provide for an
additional 100.0 options that may be granted, resulting in an aggregate number
of 631.0 options that may be granted under the Option Plan. On March 31, 2003 an
additional 90.8 options were granted. On August 11, 2003 3.6 options were
forfeited and on August 15, 2003 3.6 options were granted, resulting in an
aggregate number of 621.8 options outstanding.

                                       8
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

Variable Interest Entities

         In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 establishes accounting and disclosure requirements
for ownership interests in entities that have certain financial or ownership
characteristics (sometimes known as "Special Purpose Entities"). FIN 46 is
applicable for variable interest entities created after January 31, 2003 and
becomes effective in the first fiscal year or interim accounting period ending
after December 15, 2003 for variable interest entities created before February
1, 2003. The Company adopted FIN 46 on June 30, 2003 and the adoption of FIN 46
did not have a significant impact on its results of operations or financial
position.

Financial Instruments

In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities and mandatorily redeemable
non-controlling interests in subsidiaries. The FASB is addressing certain
implementation issues associated with SFAS 150. On October 29, 2003, the FASB
decided to defer the recognition and measurement provisions of SFAS 150 related
to mandatorily redeemable financial instruments representing non-controlling
interests in subsidiaries included in consolidated financial statements. The
Company will continue to monitor the actions of the FASB and assess the impact,
if any, on its consolidated financial statements. The effective provisions of
SFAS 150 did not have a material impact on the Company's consolidated financial
position and results of operations.

Leases

         In May 2003, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF 01-8, "Determining Whether an Arrangement Contains a Lease."
EITF 01-8 provides guidance for determining whether an arrangement contains a
lease that is within the scope of SFAS 13 and is effective for arrangements
initiated after the beginning of the first interim period beginning after May
28, 2003. Arrangements initiated after June 29, 2003 will be accounted for in
accordance with EITF 01-8.

Reclassifications

         Certain reclassifications have been made to the 2002 financial
statements to conform to the 2003 presentation.

2. Debt Arrangements

   Long-term debt consisted of the following:
                                                   September 28,   December 31,
                                                       2003            2002
                                                       ----            ----
                                                          (In thousands)
   Term loans.....................................  $  570,000     $  502,000
   Revolving Credit Facility......................      43,000        155,500
   Foreign and other revolving credit facilities..       1,733          3,483
   Senior Subordinated Notes......................     325,000        225,000
   Senior Discount Notes..........................     169,000        168,377
   Capital leases.................................      13,143         14,400
   Other..........................................       5,538          1,867
                                                    ----------     ----------
                                                     1,127,414      1,070,627
   Less amounts classified as current.............       8,951          7,992
                                                    ----------     ----------
                                                    $1,118,463     $1,062,635
                                                    ==========     ==========

         On February 14, 2003 the Company refinanced the majority of its prior
credit facilities and entered into a senior credit agreement (the "Senior Credit
Agreement") with a consortium of banks. The Senior Credit Agreement consisted of
two term loans to the Operating Company with initial term loan commitments
totaling $670.0 million (the "Term Loans" or "Term Loan Facilities") and a
$150.0 million revolving credit facility (the "Revolving Credit Facility").

                                       9
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

Interest is payable at (a) the "Alternate Base Rate" (the higher of the Prime
Rate or the Federal Funds Rate plus 0.50%) plus a margin ranging from 1.75% to
3.25%; or (b) the "Eurodollar Rate" (the applicable interest rate offered to
banks in the London interbank eurocurrency market) plus a margin ranging from
2.75% to 4.25%. The unused availability of the Revolving Credit Facility under
the Senior Credit Agreement at September 28, 2003 was $105.2 million. 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. On
September 28, 2003 the Company was in compliance with all covenants.

         On May 28, 2003 the Company and GPC Capital Corp I issued $100.0
million aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2008
pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes
were issued under the February 2, 1998 Senior Subordinated Indenture. The notes
were issued in exchange for, and in full satisfaction of, $100.0 million
aggregate principal amount of Tranche II term loans then outstanding under the
Company's Senior Credit Agreement.

         As a result of the refinancing on February 14, 2003 the Company
incurred debt issuance fees and other related costs of approximately $20
million, of which $0.7 million were expensed and the remaining amount will be
recognized as interest expense over five to seven years based upon the terms of
the related debt instruments. Additionally, $5.5 million of deferred debt
issuance fees associated with the prior senior credit agreement were written
off.

         Interest paid during the nine months ended September 28, 2003 and
September 29, 2002, net of amounts capitalized, totaled $64.8 million and $52.1
million, respectively.

3. Inventories

   Inventories consisted of the following:
                                          September 28,        December 31,
                                               2003                2002
                                               ----                ----
                                                    (In thousands)
   Finished goods......................      $41,508             $43,786
   Raw materials and parts.............       24,055              18,874
                                             -------             -------
                                             $65,563             $62,660
                                             =======             =======

4.       Impairment Charges

         Due to the Company's commitment to a plan to sell its operations in
Germany, the Company evaluated the recoverability of its assets in Germany. The
Company adjusted the carrying values of these assets to the lower of their
carrying values or their estimated fair values less costs to sell, resulting in
an impairment charge of $0.4 million and $4.3 million for the nine months ended
September 28, 2003 and September 29, 2002, respectively. These assets were
disposed of on March 31, 2003.

         Due to a significant change in the ability to utilize certain assets in
the U.S., the Company evaluated the recoverability of these assets. For these
assets to be disposed of, the Company adjusted the carrying values to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.2 million for the nine months ended
September 28, 2003.

                                       10
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

5. Accounts Payable and Accrued Expenses

   Accounts payable and accrued expenses consisted of the following:

                                             September 28,     December 31,
                                                  2003             2002
                                                  ----             ----
                                                      (In thousands)
Accounts payable............................    $ 82,828         $ 77,022
Accrued employee compensation and benefits..      23,675           36,062
Accrued interest............................      10,379           11,120
Accrued sales allowance.....................       6,783            9,919
Other.......................................      28,201           35,109
                                                --------         --------
                                                $151,866         $169,232
                                                ========         ========

         For the year ended December 31, 2002, the Company incurred costs of
employee termination benefits in France of $9.0 million, which included the
legal liability of severing 149 employees. For the nine months ended September
28, 2003, the Company incurred additional costs of employee termination benefits
in France of $5.2 million. The Company terminated 147 of these employees as of
September 28, 2003. Substantially all of the cash payments for these termination
benefits are expected to be made by June 30, 2004. In addition, for the nine
months ended September 28, 2003, the Company incurred costs of employee
termination benefits in North America of $2.1 million, which included the legal
liability of severing 39 employees. The Company terminated 38 of these employees
as of September 28, 2003. Substantially all of the cash payments for these
termination benefits are expected to be made by December 31, 2007. The disposal
activities initiated in 2003 were accounted for in accordance with SFAS 146. The
following table reflects a rollforward of these costs, primarily included in
accrued employee compensation and benefits (in thousands):

                                                      North
                                        France       America
                                      Reduction     Reduction
                                       in Force     in Force        Total
                                       --------     --------        -----
Reserves at December 31, 2002.......   $  9,015     $     --      $   9,015
Increase in reserves................      5,177        2,068          7,245
Cash payments.......................    (11,590)        (279)       (11,869)
                                       --------     --------      ---------
Reserves at September 28, 2003......   $  2,602     $  1,789      $   4,391
                                       ========     ========      =========

6. 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 2003 and 2002,
some of the Company's various taxable entities incurred additional net operating
losses for which no carryforward benefit has been recognized.

7. Rent Expense

         The Company is a party to various leases involving real property and
equipment. Total rent expense for operating leases amounted to $5.5 million and
$17.5 million for the three and nine months ended September 28, 2003,
respectively, and $5.6 million and $16.9 million for the three and nine months
ended September 29, 2002, respectively.

                                       11
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

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 these matters, experience to
date and discussions with counsel, that ultimate liability from the Company's
various litigation matters will not be material to the business, financial
condition, results of operations or cash flows of the Company.

         On July 9, 2002, the Company and Graham Engineering amended the
equipment sales, service and licensing agreement to, among other things,
obligate the Company, retroactive to January 1, 2002 and subject to certain
credits and carry-forwards, to make payments for products and services to Graham
Engineering in the amount of at least $12.0 million per calendar year, or else
pay Graham Engineering a shortfall payment. The Company does not expect to be
required to make a shortfall payment relative to its purchases for 2003.

9. Condensed Guarantor Data

         As of September 28, 2003 the Company's indebtedness included $325.0
million of Senior Subordinated Notes Due 2008, which were co-issued by Graham
Packaging Company, L.P. and GPC Capital Corp. I and unconditionally guaranteed
on a senior subordinated basis by Graham Packaging Holdings Company. The
following unaudited condensed consolidating financial statements present the
financial position, results of operations and cash flows of Graham Packaging
Holdings Company, Graham Packaging Company, L.P., non-guarantor subsidiaries and
GPC Capital Corp. I.

                                       12
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATING BALANCE SHEET
                            AS OF SEPTEMBER 28, 2003
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
ASSETS
Current assets:
   Cash and cash equivalents......................... $      --     $     524    $   6,792    $    --    $      --    $    7,316
   Accounts receivable, net..........................        --        66,769       46,249         --           --       113,018
   Inventories.......................................        --        52,804       12,759         --           --        65,563
   Prepaid expenses and other current assets.........        --         6,263       13,402         --           --        19,665
                                                       --------     ---------    ---------    -------    ---------    ----------
Total current assets.................................        --       126,360       79,202         --           --       205,562
Property, plant and equipment, net...................        --       451,234      159,130         --           --       610,364
Goodwill.............................................        --         3,939        1,638         --           --         5,577
Net intercompany.....................................        --        89,120           --         --      (89,120)           --
Investment in subsidiaries...........................        --        76,585           --         --      (76,585)           --
Other non-current assets.............................     3,211        42,905          375         --           --        46,491
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total assets......................................... $   3,211     $ 790,143    $ 240,345    $    --    $(165,705)   $  867,994
                                                      =========     =========    =========    =======    =========    ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses............. $   3,886     $  84,747    $  63,233    $    --    $      --    $  151,866
   Current portion of long-term debt.................        --         7,394        1,557         --           --         8,951
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total current liabilities............................     3,886        92,141       64,790         --           --       160,817
Long-term debt.......................................   169,000       945,972        3,491         --           --     1,118,463
Other non-current liabilities........................        --        11,324        8,196         --           --        19,520
Investment in subsidiaries...........................   259,294            --           --         --     (259,294)           --
Net intercompany.....................................     6,994            --       82,126         --      (89,120)           --
Minority interest....................................        --            --        5,157         --           --         5,157
Commitments and contingent liabilities (see Note 8)..        --            --           --         --           --            --
Partners' capital (deficit)..........................  (435,963)     (259,294)      76,585         --      182,709      (435,963)
                                                      ---------     ---------    ---------    -------    ---------    ----------

Total liabilities and partners' capital (deficit).... $   3,211     $ 790,143    $ 240,345    $    --    $(165,705)   $  867,994
                                                      =========     =========    =========    =======    =========    ==========
13
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2002
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
ASSETS
Current assets:
   Cash and cash equivalents......................... $      --     $   1,781    $   5,518    $    --    $      --    $    7,299
   Accounts receivable, net..........................        --        58,704       39,229         --           --        97,933
   Inventories.......................................        --        51,114       11,546         --           --        62,660
   Prepaid expenses and other current assets.........                   8,720        9,569                                18,289
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total current assets.................................        --       120,319       65,862         --           --       186,181
Property, plant and equipment, net...................        --       439,354      138,608         --           --       577,962
Goodwill.............................................        --         3,939        1,627         --           --         5,566
Net intercompany.....................................        --        76,373           --         --      (76,373)           --
Investment in subsidiaries...........................        --        58,959           --         --      (58,959)           --
Other non-current assets.............................     3,595        23,169        1,838         --           --        28,602
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total assets......................................... $   3,595     $ 722,113    $ 207,935    $    --    $(135,332)   $  798,311
                                                      =========     =========    =========    =======    ==========   ==========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses............. $      --     $ 103,685    $  65,547    $    --    $      --    $  169,232
   Current portion of long-term debt.................        --         6,085        1,907         --           --         7,992
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total current liabilities............................        --       109,770       67,454         --           --       177,224
Long-term debt.......................................   168,378       893,019        1,238         --           --     1,062,635
Other non-current liabilities........................        --         7,855        6,800         --           --        14,655
Investment in subsidiaries...........................   288,531            --           --         --     (288,531)           --
Net intercompany.....................................     6,993            --       69,380         --      (76,373)           --
Minority interest....................................        --            --        4,104         --           --         4,104
Commitments and contingent liabilities (see Note 8)..        --            --           --         --           --            --
Partners' capital (deficit)..........................  (460,307)     (288,531)      58,959         --      229,572      (460,307)
                                                      ---------     ---------    ---------    -------    ---------    ----------
Total liabilities and partners' capital (deficit).... $   3,595     $ 722,113    $ 207,935    $    --    $(135,332)   $  798,311
                                                      =========     =========    =========    =======    =========    ==========
14
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 28, 2003
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
Net sales..........................................   $      --     $ 189,171    $  54,695    $    --    $      --    $  243,866
Cost of goods sold.................................          --       155,426       45,652         --           --       201,078
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --        33,745        9,043         --           --        42,788
Selling, general, and administrative expenses......          --        13,883        3,548         --           --        17,431
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income...................................          --        19,862        5,495         --           --        25,357
Interest expense, net..............................       4,720        16,526          493         --           --        21,739
Other (income) expense, net........................          --           (85)         330         --           --           245
Equity in earnings of subsidiaries.................      (5,963)       (2,542)          --         --        8,505            --
Minority interest..................................          --            --          338         --           --           338
                                                      ---------     ---------    ---------    -------    ---------    ----------
Income (loss) before income taxes..................       1,243         5,963        4,334         --       (8,505)        3,035
Income tax provision...............................          --            --        1,792         --           --         1,792
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net income (loss).................................    $   1,243     $   5,963    $   2,542    $    --    $  (8,505)   $    1,243
                                                      =========     =========    =========    =======    =========    ==========
15
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2003
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
Net sales..........................................   $      --     $ 581,774    $ 155,895    $    --    $      --    $  737,669
Cost of goods sold.................................          --       467,527      131,692         --           --       599,219
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --       114,247       24,203         --           --       138,450
Selling, general, and administrative expenses......          --        36,297       11,974         --           --        48,271
Impairment charges.................................          --           245          364         --           --           609
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income...................................          --        77,705       11,865         --           --        89,570
Interest expense, net..............................      13,977        59,397        1,029         --           --        74,403
Other (income) expense, net........................          --        (2,563)       1,992         --           --          (571)
Equity in earnings of subsidiaries.................     (23,704)       (2,833)          --         --       26,537            --
Minority interest..................................          --            --        1,053         --           --         1,053
                                                      ---------     ---------    ---------    -------    ---------    ----------
Income (loss) before income taxes..................       9,727        23,704        7,791         --      (26,537)       14,685
Income tax provision...............................          --            --        4,958         --           --         4,958
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net income (loss)..................................   $   9,727     $  23,704    $   2,833    $    --    $ (26,537)   $    9,727
                                                      =========     =========    =========    =======    =========    ==========
16
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 29, 2002
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
Net sales..........................................   $      --     $ 178,951    $  48,172    $    --    $      --    $  227,123
Cost of goods sold.................................          --       138,480       46,372         --           --       184,852
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --        40,471        1,800         --           --        42,271
Selling, general, and administrative expenses......          --        13,311        3,528         --           --        16,839
Impairment charges.................................          --            --        4,266         --           --         4,266
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income (loss)............................          --        27,160       (5,994)        --           --        21,166
Interest expense, net..............................       4,397        15,603          253         --           --        20,253
Other (income) expense, net........................          --           (33)         254         --           --           221
Equity in (earnings) loss of subsidiaries..........      (3,319)        8,271           --         --       (4,952)           --
Minority interest..................................          --            --          392         --           --           392
                                                      ---------     ---------    ---------    -------    ---------    ----------
(Loss) income before income taxes..................      (1,078)        3,319       (6,893)        --        4,952           300
Income tax provision...............................          --            --        1,378         --           --         1,378
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net (loss) income..................................   $  (1,078)    $   3,319    $  (8,271)   $    --    $   4,952    $   (1,078)
                                                      =========     =========    =========    =======    =========    ==========
17
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2002
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
Net sales..........................................   $      --     $ 544,563    $ 150,468    $    --    $      --    $  695,031
Cost of goods sold.................................          --       421,786      141,605         --           --       563,391
                                                      ---------     ---------    ---------    -------    ---------    ----------
Gross profit.......................................          --       122,777        8,863         --           --       131,640
Selling, general, and administrative expenses......          --        34,393       11,394         --           --        45,787
Impairment charges.................................          --            --        4,266         --           --         4,266
                                                      ---------     ---------    ---------    -------    ---------    ----------
Operating income (loss)............................          --        88,384       (6,797)        --           --        81,587
Interest expense, net..............................      12,784        47,676        1,471         --           --        61,931
Other (income) expense, net........................          --          (193)         369         --           --           176
Equity in (earnings) loss of subsidiaries..........     (28,925)       11,976           --         --       16,949            --
Minority interest..................................          --            --        1,047         --           --         1,047
                                                      ---------     ---------    ---------    -------    ---------    ----------
Income (loss) before income taxes..................      16,141        28,925       (9,684)        --      (16,949)       18,433
Income tax provision...............................          --            --        2,292         --           --         2,292
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net income (loss).................................    $  16,141     $  28,925    $ (11,976)   $    --    $ (16,949)   $   16,141
                                                      =========     =========    =========    =======    =========    ==========
18
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2003
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
Operating activities:
Net cash (used in) provided by operating activities...$  (9,084)    $   33,754   $   8,688    $    --    $      --    $   33,358
Investing activities:
   Net purchases of property, plant and equipment.....       --        (55,146)    (14,991)        --           --       (70,137)
   Acquisition of/investment in a business............    9,084        (13,801)      4,717         --           --            --
   Net (expenditures for) proceeds from sale of
   business...........................................       --            (76)        209         --           --           133
                                                      ---------     ----------   ---------    -------    ---------    ----------

Net cash provided by (used in) investing activities...    9,084        (69,023)    (10,065)        --           --       (70,004)
Financing activities:
   Proceeds from issuance of long-term debt...........       --      1,026,941       5,629         --           --      1,032,570
   Payment of long-term debt..........................       --       (972,679)     (3,807)        --           --      (976,486)
   Debt issuance fees.................................       --        (20,250)         --         --           --       (20,250)
                                                      ---------     ----------   ---------    -------    ---------    ----------
Net cash provided by financing activities.............       --         34,012       1,822         --           --        35,834
Effect of exchange rate changes.......................       --             --         829         --           --           829
                                                      ---------     ----------   ---------    -------    ---------    ----------
(Decrease) increase in cash and cash equivalents......       --         (1,257)      1,274         --           --            17
Cash and cash equivalents at beginning of period......       --          1,781       5,518         --           --         7,299
                                                      ---------     ----------   ---------    -------    ---------    ----------
Cash and cash equivalents at end of period............$      --     $      524   $   6,792    $    --    $      --    $    7,316
                                                      =========     ==========   =========    =======    =========    ==========
19
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2002
                                 (In thousands)
Graham       Graham
                                                      Packaging     Packaging                   GPC
                                                       Holdings      Company,       Non-      Capital
                                                       Company         L.P.      Guarantors   Corp. I   Eliminations Consolidated
                                                       -------         ----      ----------   -------   ------------ ------------
Operating activities:
Net cash provided by operating activities.............$      --     $  43,432    $  22,803    $    --    $      --    $   66,235
Investing activities:
   Net purchases of property, plant and equipment.....       --       (50,697)     (19,562)        --           --       (70,259)
   Acquisition of/investment in a business............       --        (5,072)       5,072         --           --            --
   Net expenditures for sales of businesses...........       --            --       (4,167)        --           --        (4,167)
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net cash used in investing activities.................       --       (55,769)     (18,657)        --           --       (74,426)
Financing activities:
   Proceeds from issuance of long-term debt...........       --       223,789      167,953         --           --       391,742
   Payment of long-term debt..........................       --      (212,757)    (171,298)        --           --      (384,055)
                                                      ---------     ---------    ---------    -------    ---------    ----------
Net cash provided by (used in) financing activities...       --        11,032       (3,345)        --           --         7,687
Effect of exchange rate changes.......................       --            --          790         --           --           790
                                                      ---------     ---------    ---------    -------    ---------    ----------
(Decrease) increase in cash and cash equivalents......       --        (1,305)       1,591         --           --           286
Cash and cash equivalents at beginning of period......       --         3,732        5,300         --           --         9,032
                                                      ---------     ---------    ---------    -------    ---------    ----------
Cash and cash equivalents at end of period............$      --     $   2,427    $   6,891    $    --    $      --    $    9,318
                                                      =========     =========    =========    =======    =========    ==========
20
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

10. Comprehensive Income (Loss)

         Comprehensive income (loss) for the three and nine months ended
September 28, 2003 and September 29, 2002 was as follows:
Three Months Ended                     Nine months Ended
                                                              ------------------                     -----------------
                                                       September 28,      September 29,       September 28,      September 29,
                                                            2003              2002                2003               2002
                                                            ----              ----                ----               ----
                                                                                    (In thousands)
Net income (loss)....................................    $  1,243           $ (1,078)           $  9,727           $ 16,141
Changes in fair value of derivatives.................         637                325              (3,850)             4,520
Elimination of cash flow hedge accounting for certain
 instruments..........................................         --                 --               4,783                 --
Additional minimum pension liability.................           3                 29                 237                 (6)
Cumulative translation adjustment....................      (1,002)            (4,616)             13,563              4,666
                                                         --------           --------            --------           --------
Comprehensive income (loss)..........................    $    881           $ (5,340)           $ 24,460           $ 25,321
                                                         ========           ========            ========           ========
21
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

11.  Segment Information

         The Company is organized and managed on a geographical basis in three
operating segments: North America (which includes the United States, Canada and
Mexico), Europe and South America. Segment information for the three and nine
months ended September 28, 2003 and September 29, 2002, representing the
reportable segments currently utilized by the chief operating decision maker,
was as follows:
North                   South
                                                                        America     Europe      America   Eliminations     Total
                                                                        -------     ------      -------   ------------     -----
                                                                                     (a)                      (b)
                                                                                             (In thousands)
Net sales (c)              Three months ended September 28, 2003        $200,372    $ 36,349    $ 7,145                   $243,866
                           Three months ended September 29, 2002         187,746      33,754      5,623                    227,123

                           Nine months ended September 28, 2003          611,103     108,369     18,197                    737,669
                           Nine months ended September 29, 2002          570,661     106,787     17,583                    695,031

Operating income           Three months ended September 28, 2003          21,548       3,064        745                     25,357
   (loss) (d)              Three months ended September 29, 2002          26,981     (6,452)        637                     21,166

                           Nine months ended September 28, 2003           79,837       8,201      1,532                     89,570
                           Nine months ended September 29, 2002           87,578     (7,885)      1,894                     81,587

Depreciation and           Three months ended September 28, 2003          18,399         287        401                     19,087
   amortization (e)        Three months ended September 29, 2002          16,771       5,611        366                     22,748

                           Nine months ended September 28, 2003           58,090       3,264      1,152                     62,506
                           Nine months ended September 29, 2002           49,779       8,871      1,355                     60,005

Impairment charges         Three months ended September 28, 2003              --          --         --                         --
                           Three months ended September 29, 2002              --       4,266         --                      4,266

                           Nine months ended September 28, 2003              245         364         --                        609
                           Nine months ended September 29, 2002               --       4,266         --                      4,266

Interest expense, net (e)  Three months ended September 28, 2003          21,499         170         70                     21,739
                           Three months ended September 29, 2002          20,031         108        114                     20,253

                           Nine months ended September 28, 2003           73,633         519        251                     74,403
                           Nine months ended September 29, 2002           60,576       1,092        263                     61,931

Income tax provision       Three months ended September 28, 2003               2       1,556        234                      1,792
   (benefit)               Three months ended September 29, 2002              11       1,140        227                      1,378

                           Nine months ended September 28, 2003              153       4,262        543                      4,958
                           Nine months ended September 29, 2002            (375)       2,044        623                      2,292

Identifiable assets (c)    As of September 28, 2003                      970,121     169,037     26,499      (297,663)     867,994
                           As of December 31, 2002                       910,731     153,834     18,463      (284,717)     798,311

Goodwill                   As of September 28, 2003                        3,515       1,298        764                      5,577
                           As of December 31, 2002                         3,515       1,333        718                      5,566

Capital expenditures,      Nine months ended September 28, 2003           60,413       4,481      5,265           (22)      70,137
   excluding acquisitions  Nine months ended September 29, 2002           63,616       5,366      1,304           (27)      70,259
22
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMEMTS (Unaudited)--Continued

(a)  On March 28, 2002,  the Company  completed  the sale of certain  assets and
     liabilities of its Italian operations.  During the 2nd quarter of 2002, the
     Company  closed  its plant in the United  Kingdom.  On July 31,  2002,  the
     Company disposed of its operation in Blyes,  France. On March 31, 2003, the
     Company  completed the sale of certain assets and liabilities of its German
     operations. During the 2nd quarter of 2003, the Company closed its plant in
     Noeux les Mines, France.

(b)  To eliminate intercompany balances, which include investments in the
     operating segments and inter-segment receivables and payables.

(c)  The Company's net sales for Europe include sales in France which totaled
     approximately $18.7 million and $17.5 million for the three months ended
     September 28, 2003 and September 29, 2002, respectively, and $58.1 million
     and $57.0 million for the nine months ended September 28, 2003 and
     September 29, 2002, respectively. Identifiable assets in France totaled
     approximately $96.1 million and $93.6 million as of September 28, 2003 and
     December 31, 2002, respectively.

(d)  In the fourth quarter of 2002 the Company changed its measurement method
     used to determine reported segment profit or loss by allocating certain
     selling, general and administrative costs incurred in North America to
     Europe and South America. The effect in the three months ended September
     28, 2003 was an increase in operating income for North America of $0.5
     million and decreases of $0.4 million and $0.1 million for Europe and South
     America, respectively, and the effect in the nine months ended September
     28, 2003 was an increase in operating income for North America of $1.5
     million and decreases of $1.2 million and $0.3 million for Europe and South
     America, respectively.

(e)  Includes amortization of debt issuance fees.

Product Net Sales Information

         The following is supplemental information on net sales by product
category:
Three Months Ended                   Nine Months Ended
                                           ------------------                   -----------------
                                      September 28,    September 29,      September 28,    September 29,
                                          2003             2002               2003              2002
                                          ----             ----               ----              ----
                                                                (In thousands)
Food and Beverage.................      $142,421         $128,474           $432,447         $397,874
Household and Personal Care.........      47,034           47,319            142,487          143,094
Automotive Lubricants...............      54,411           51,330            162,735          154,063
                                        --------         --------           --------         --------
Total Net Sales.....................    $243,866         $227,123           $737,669         $695,031
                                        ========         ========           ========         ========
12.  Subsequent Event

     On  September  29, 2003 the  Company  sold its vacant  building  located in
Burlington, Ontario, Canada, and as a result expects to incur a gain on the sale
of approximately $3.0 million.

                                 23
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 similar terminology. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, such
expectations may prove to have been incorrect. Important factors that could
cause actual results to differ materially from the Company's expectations
include, without limitation:

o   the restrictive covenants contained in instruments  governing  indebtedness
    of the Company;
o   the high degree of leverage and substantial debt service obligations of the
    Operating Company and Holdings;
o   the Company's  exposure to  fluctuations in resin prices and its dependence
    on resin supplies;
o   risks associated with the Company's international operations;
o   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;
o   a decline in the domestic motor oil business;
o   risks associated with environmental regulation;
o   the  possibility  that  Blackstone's   interests  will  conflict  with  the
    Company's interests;
o   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;
o   risks associated with possible future acquisitions; and
o   the Company's dependence on blow molding equipment providers.

See "Business - Certain Risks of the Business" in Holdings' Annual Report on
Form 10-K for the fiscal year ended December 31, 2002. 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 and currently
operates 56 manufacturing facilities throughout North America, Europe and South
America. The Company's primary strategy 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.

         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 food and beverage market
because of the continued conversion to plastic packaging, including the demand
for containers for juices, juice drinks, nutritional beverages, sport drinks,
teas, yogurt drinks, snacks and other food products. The Company has established
itself as the market leader in the value-added segment for hot-fill PET
containers. Recently, the Company has been a leading participant in the rapid
growth of the yogurt drinks market where the Company manufactures containers
using polyolefin resins. Since the beginning of 1999, the Company has invested
over $165.0 million in capital expenditures in the polyolefin area of the food
and beverage market. For the year ended December 31, 2002, the Company's sales
of polyolefin containers grew to $171.8 million from $117.7 million in 1999.

                                       24
Excluding business impacted by the European restructuring, 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, which are packaged in plastic containers, capture an increased share
from powdered detergents, which are predominantly packaged in paper-based
containers. The Company has upgraded its machinery to new larger, more
productive 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 approximately 1% in 2002 as compared to 2001;
annual volumes declined an average of approximately 1% to 2% in prior years.
Management believes that the domestic one quart motor oil container business
will continue to decline approximately 2% to 3% annually for the next several
years but believes there are significant volume opportunities for automotive
business in foreign countries, particularly in South America. In 2002, the
Company was awarded 100% of the U.S. one-quart volume requirements for Shell Oil
Company (Shell, Pennzoil and Quaker State branded motor oils). This award
includes supplying from a facility on-site with Shell Oil Company in Newell,
West Virginia. ExxonMobil also awarded the Company in 2002 100% of its one quart
volume requirements for one of its U.S. filling plants, located in Port Allen,
Louisiana. ExxonMobil was not a U.S. customer prior to this award.

         The Company currently operates 21 manufacturing facilities outside of
the U.S., either on its own or through joint ventures, in Argentina, Belgium,
Brazil, Canada, France, Hungary, Mexico, Poland, Spain and Turkey. Over the past
few years, the Company has expanded its international operations with the
addition of new plants in France, Belgium, Spain, Poland, Mexico and Argentina.

         Changes in international economic conditions require that the Company
continually review its operations and make restructuring changes when it is
deemed appropriate. In the past few years, the Company restructured its
operations as follows.

o   In its North  American  operations in 2001, the Company closed its facility
    in Anjou,  Quebec,  Canada and in 2002 closed  another plant in Burlington,
    Ontario, Canada. Business from these facilities was consolidated into other
    North American facilities as a result of these closures.

o   In its European operations,  the Company committed to restructuring changes
    in the United  Kingdom,  France,  Italy and Germany as follows.  During the
    latter portion of 2001, the Company  committed to a plan to close its plant
    in the United Kingdom. This plant was closed during 2002. During the latter
    portion of 2001,  the  Company  also  committed  to a plan to sell or close
    certain  plants in France.  During  2002,  one facility in France was sold.
    Another facility in France was closed in the second quarter of 2003. During
    the latter  portion of 2001,  the  Company  committed  to a plan to sell or
    close its plants in Italy.  In 2002, the Company sold both of its plants in
    Italy.  During  the  latter  portion  of  2001,  as a part of its  European
    restructuring  plans,  the  Company  committed  to a plan to sell or  close
    certain  plants in Germany.  On March 31, 2003 the Company sold both of its
    plants in Germany.

         For the nine months ended September 28, 2003, approximately 85% of the
Company's net sales were generated by the top twenty customers, the majority of
which were under long-term contracts with terms up to ten years; the remainder
of which were customers with whom the Company has been doing business for over
12 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. The Company had sales to
one customer which exceeded 10% of total sales for the nine months ended
September 28, 2003 and September 29, 2002. The Company's sales to this customer
were 14.9% and 17.5% of total sales for the nine months ended September 28, 2003
and September 29, 2002, respectively. The Company also had sales to two other
customers which exceeded 10% of total sales for the nine months ended September
28, 2003. The Company's sales to these customers were 10.8% and 10.2% of total
sales for the nine months ended September 28, 2003. For the nine months ended
September 28, 2003, approximately 77% of the sales to these three customers were
made in North America.

         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 the U.S. during the three and nine months ended
September 2003 and 2002:

                                       25
Three Months Ended September     Nine Months Ended September
                  ----------------------------     ---------------------------
                     2003              2002           2003             2002
                     ----              ----           ----             ----
PET............     $0.62             $0.59          $0.65            $0.59
HDPE...........      0.49              0.44           0.49             0.40

         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 resin 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.

         The Company does not pay U.S. federal income taxes under the provisions
of the Internal Revenue Code, as the distributive share of 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 major components of the Company's
net sales (in millions) and such net sales expressed as a percentage of total
net sales:
Three Months Ended                     Nine Months Ended
                                     ------------------                     -----------------
                               September 28,      September 29,       September 28,     September 29,
                                   2003               2002                2003              2002
                                   ----               ----                ----              ----
North America..............    $200.4   82.2%    $187.7   82.6%       $611.1   82.8%    $570.6   82.1%
Europe.....................      36.4   14.9       33.8   14.9         108.4   14.7      106.8   15.4
South America..............       7.1    2.9        5.6    2.5          18.2    2.5       17.6    2.5
                               ------  -----     ------  -----        ------  -----     ------  -----
Total Net Sales............    $243.9  100.0%    $227.1  100.0%       $737.7  100.0%    $695.0  100.0%
                               ======  =====     ======  =====        ======  =====     ======  =====
Three Months Ended                     Nine Months Ended
                                     ------------------                     -----------------
                               September 28,      September 29,       September 28,     September 29,
                                   2003               2002                2003              2002
                                   ----               ----                ----              ----
Food and Beverage...........   $142.4    58.4%   $128.5    56.6%      $432.5    58.6%   $397.9    57.2%
Household and Personal Care.     47.1    19.3      47.3    20.8        142.5    19.3     143.1    20.6
Automotive Lubricants.......     54.4    22.3      51.3    22.6        162.7    22.1     154.0    22.2
                               ------   -----    ------   -----       ------   -----    ------   -----
Total Net Sales.............   $243.9   100.0%   $227.1   100.0%      $737.7   100.0%   $695.0   100.0%
                               ======   =====    ======   =====       ======   =====    ======   =====
Three Months Ended September 28, 2003 Compared to Three Months Ended September
29, 2002

Net Sales. Net sales for the three months ended September 28, 2003 increased
$16.8 million or 7.4% to $243.9 million from $227.1 million for the three months
ended September 29, 2002. The increase in sales was primarily due to an increase
in resin pricing combined with an 11.6% increase in units sold, principally due
to additional food and beverage container business where units increased by
26.1%. These increases were partially offset by the Company's restructuring
process in Europe which included the sale or closing of seven non-strategic
locations, all of which were sold or closed as of September 28, 2003. Excluding
business impacted by the European restructuring, sales for the three months
ended September 28, 2003 would have increased approximately 9% compared to the
sales for the three months ended September 29, 2002 and unit volume would have
increased approximately 14%. On a geographic basis, sales for the three months
ended September 28, 2003 in North America increased $12.7 million or 6.8% from

                                       26
the three months ended September 29, 2002 and included higher units sold of
5.8%. North American sales in the food and beverage business, the household and
personal care business and the automotive lubricants business contributed $9.8
million, $0.4 million and $2.5 million, respectively, to the increase. Units
sold in North America increased by 21.8% in the food and beverage business,
decreased by 29.4% in the household and personal care business and decreased by
2.5% in the automotive lubricants business. Sales for the three months ended
September 28, 2003 in Europe increased $2.6 million or 7.7% from the three
months ended September 29, 2002. The increase in sales was primarily due to
exchange rate changes and higher unit volume, offset by the European
restructuring. Overall, the European sales reflected a 21.9% increase in units
sold. Exchange rate changes increased sales by approximately $4.2 million.
Excluding business impacted by the European restructuring, sales in Europe for
the three months ended September 28, 2003 would have increased $6.7 million, or
approximately 23%, compared to sales for the three months ended September 29,
2002 and unit volume in Europe would have increased approximately 29% compared
to the same period last year. Sales in South America for the three months ended
September 28, 2003 increased $1.5 million or 26.8% from the three months ended
September 29, 2002, primarily due to exchange rate changes of approximately $0.6
million and a 16.5% increase in unit volume.

Gross  Profit.  Gross  profit for the three  months  ended  September  28,  2003
increased  $0.5 million to $42.8 million from $42.3 million for the three months
ended September 29, 2002.  Gross profit for the three months ended September 28,
2003 decreased  $4.8 million in North America,  increased $5.1 million in Europe
and increased $0.2 million in South  America,  when compared to the three months
ended September 29, 2002. The increase in gross profit  resulted  primarily from
an increase in unit volume and strong operating  performance  related to ongoing
business  in  Europe of $2.4  million,  a net  reduction  of  restructuring  and
customer  consolidation  expenses in North America and Europe of $1.3 million, a
net reduction in project costs of $0.9 million and exchange rate gains in Europe
of approximately  $0.7 million,  offset by a decrease in gross profit related to
ongoing  business  in  North  America  of $5.1  million.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the three months ended September 28, 2003 increased $0.6 million to
$17.4 million from $16.8 million for the three months ended September 29, 2002.
The increase was primarily due to an increase in North America, offset by a
decrease in Europe. The increase in North America was primarily due to an
increase in the allowance for doubtful accounts of $2.3 million related to
potential losses for one of the Company's larger customers, Hi-Country, against
which the Company has filed an involuntary Chapter 7 bankruptcy petition, and an
increase in product development expenses, partially offset by a decrease in
compensation-related expenses. The decrease in Europe was primarily due to a
reduction of non-recurring costs. The non-recurring charges were $2.6 million
and $3.4 million for the three months ended September 28, 2003 and September 29,
2002, respectively, comprised of global reorganization costs ($2.2 million) and
other costs ($0.4 million) for the three months ended September 28, 2003 and
costs related to the postponed equity offering and concurrent transactions ($2.6
million) and global reorganization costs ($0.8 million) for the three months
ended September 29, 2002. Selling, general and administrative expenses as a
percent of sales decreased to 7.1% of sales for the three months ended September
28, 2003 from 7.4% of sales for the three months ended September 29, 2002.
Excluding non-recurring charges, selling, general and administrative expenses as
a percent of sales increased to 6.1% of sales for the three months ended
September 28, 2003 from 5.9% of sales for the three months ended September 29,
2002.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. The Company adjusted the carrying values of these assets to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $4.3 million for the three months ended
September 29, 2002.

Interest Expense, Net. Interest expense, net increased $1.4 million to $21.7
million for the three months ended September 28, 2003 from $20.3 million for the
three months ended September 29, 2002. The increase was primarily related to
higher LIBOR margins under the Company's New Senior Credit Agreement, partially
offset by a decline in interest rates.

Other expense (income), net. Other expense remained unchanged at $0.2 million
for both the three months ended September 28, 2003 and September 29, 2002.

Minority Interest. Minority interest decreased $0.1 million to $0.3 million in
the three months ended September 28, 2003 from $0.4 million for the three months
ended September 29, 2002.

Income Tax Provision. Income tax provision increased $0.4 million to $1.8
million for the three months ended September 28, 2003 from $1.4 million for the
three months ended September 29, 2002. The increase was primarily related to

                                       27
increased taxable earnings in certain of the Company's European subsidiaries for
the three months ended September 28, 2003 as compared to the three months ended
September 29, 2002.

Net Income (Loss). Primarily as a result of factors discussed above, net income
was $1.2 million for the three months ended September 28, 2003 compared to net
loss of $1.1 million for the three months ended September 29, 2002.

Covenant Compliance EBITDA. Primarily as a result of factors discussed above,
Covenant Compliance EBITDA (as hereinafter defined) decreased $0.7 million or
1.4% to $50.3 million for the three months ended September 28, 2003 from $51.0
million for the three months ended September 29, 2002. A reconciliation from Net
Income (Loss) to Covenant Compliance EBITDA is provided within "--Liquidity and
Capital Resources."

Nine months ended September 28, 2003 Compared to Nine months ended September 29,
2002

Net Sales. Net sales for the nine months ended September 28, 2003 increased
$42.7 million or 6.1% to $737.7 million from $695.0 million for the nine months
ended September 29, 2002. The increase in sales was primarily due to an increase
in resin pricing combined with a 6.9% increase in units sold, principally due to
additional food and beverage container business where units increased by 16.8%.
These increases were partially offset by the Company's restructuring process in
Europe which included the sale or closing of seven non-strategic locations, all
of which were sold or closed as of September 28, 2003. Excluding business
impacted by the European restructuring, sales and unit volume for the nine
months ended September 28, 2003 would have increased approximately 10% compared
to the sales and unit volume for the nine months ended September 29, 2002. On a
geographic basis, sales for the nine months ended September 28, 2003 in North
America increased $40.5 million or 7.1% from the nine months ended September 29,
2002 and included higher units sold of 4.5%. North American sales in the food
and beverage business, the household and personal care business and the
automotive lubricants business contributed $21.3 million, $8.5 million and $10.7
million, respectively, to the increase. Units sold in North America increased by
14.2% in the food and beverage business, decreased by 18.4% in the household and
personal care business and decreased by 1.0% in the automotive lubricants
business. Sales for the nine months ended September 28, 2003 in Europe increased
$1.6 million or 1.5% from the nine months ended September 29, 2002. The increase
in sales was primarily due to exchange rate changes of approximately $16.6
million and an 11.2% increase in units sold, partially offset by the European
restructuring. Excluding business impacted by the European restructuring, sales
in Europe for the nine months ended September 28, 2003 would have increased
$23.1 million, or approximately 28%, compared to sales for the nine months ended
September 29, 2002 and unit volume in Europe would have increased approximately
22% compared to the same period last year. Sales in South America for the nine
months ended September 28, 2003 increased $0.6 million or 3.4% from the nine
months ended September 29, 2002, in part due to an increase in units sold of
6.5% offset by exchange rate changes of approximately $2.8 million.

Gross  Profit.  Gross  profit  for the nine  months  ended  September  28,  2003
increased $6.8 million to $138.4 million from $131.6 million for the nine months
ended  September 29, 2002.  Gross profit for the nine months ended September 28,
2003 decreased $5.9 million in North America,  increased $13.2 million in Europe
and decreased  $0.5 million in South  America,  when compared to the nine months
ended September 29, 2002. The increase in gross profit  resulted  primarily from
an increase in unit volume and strong operating  performance  related to ongoing
business  in  Europe of $6.7  million,  a net  reduction  of  restructuring  and
customer  consolidation  expenses in North America and Europe of $4.7 million, a
net reduction in project costs of $1.7 million and exchange rate gains in Europe
of approximately  $2.5 million,  offset by a decrease in gross profit related to
ongoing business in North America of $8.6 million.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the nine months ended September 28, 2003 increased $2.5 million to
$48.3 million from $45.8 million for the nine months ended September 29, 2002.
The increase was primarily due to an increase in North America, offset by
decreases in Europe and South America. The increase in North America was
primarily due to an increase in the allowance for doubtful accounts of $2.3
million related to potential losses for one of the Company's larger customers,
Hi-Country, against which the Company has filed an involuntary Chapter 7
bankruptcy petition, expansion into Mexico and an increase in product
development expenses, partially offset by a decrease in compensation-related
expenses. The decrease in Europe was primarily due to reductions in
non-recurring charges, expatriate-related costs and costs related to locations
in Europe that were sold during 2002 and 2003, partially offset by an increase
in expenses due to exchange rates. The non-recurring charges were $3.7 million
and $4.5 million for the nine months ended September 28, 2003 and September 29,
2002, respectively, comprised primarily of global reorganization costs ($3.1
million) and other costs ($0.6 million) for the nine months ended September 28,
2003 and costs related to the postponed equity offering and concurrent
transactions ($2.6 million) and global reorganization costs ($1.9 million) for
the nine months ended September 29, 2002. Selling, general and administrative

                                       28
expenses as a percent of sales decreased to 6.5% of sales for the nine months
ended September 28, 2003 from 6.6% of sales for the nine months ended September
29, 2002. Excluding non-recurring charges, selling, general and administrative
expenses as a percent of sales increased to 6.0% of sales for the nine months
ended September 28, 2003 from 5.9% of sales for the nine months ended September
29, 2002.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. The Company adjusted the carrying values of these assets to the lower
of their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.4 million and $4.3 million for the nine
months ended September 28, 2003 and September 29, 2002, respectively. These
assets were disposed of on March 31, 2003.

Due to a significant change in the ability to utilize certain assets in the
U.S., the Company evaluated the recoverability of these assets. For these assets
to be disposed of, the Company adjusted the carrying values to the lower of
their carrying values or their estimated fair values less costs to sell,
resulting in an impairment charge of $0.2 million for the nine months ended
September 28, 2003.

Interest Expense, Net. Interest expense, net increased $12.5 million to $74.4
million for the nine months ended September 28, 2003 from $61.9 million for the
nine months ended September 29, 2002. The increase was primarily related to the
refinancing of the Company's prior Senior Credit Agreement, which resulted in
the write-off of debt issuance fees of $6.2 million, and higher LIBOR margins
under the Company's New Senior Credit Agreement, partially offset by a decline
in interest rates.

Other expense (income), net. Other income was $0.6 million for the nine months
ended September 28, 2003 as compared to other expense of $0.2 million for the
nine months ended September 29, 2002. The higher income was primarily due to
higher foreign exchange gains in the nine months ended September 28, 2003 as
compared to the nine months ended September 29, 2002.

Minority Interest. Minority interest increased $0.1 million to $1.1 million for
the nine months ended September 28, 2003 from $1.0 million for the nine months
ended September 29, 2002.

Income Tax Provision. Income tax provision increased $2.7 million to $5.0
million for the nine months ended September 28, 2003 from $2.3 million for the
nine months ended September 29, 2002. The increase was primarily related to
increased taxable earnings in certain of the Company's European subsidiaries for
the nine months ended September 28, 2003 as compared to the nine months ended
September 29, 2002.

Net Income (Loss). Primarily as a result of factors discussed above, net income
was $9.7 million for the nine months ended September 28, 2003 compared to net
income of $16.1 million for the nine months ended September 29, 2002.

Covenant Compliance EBITDA. Primarily as a result of factors discussed above,
Covenant Compliance EBITDA (as hereinafter defined) increased $2.5 million or
1.6% to $155.9 million for the nine months ended September 28, 2003 from $153.4
million for the nine months ended September 29, 2002. A reconciliation from Net
Income (Loss) to Covenant Compliance EBITDA is provided within "--Liquidity and
Capital Resources."

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 U.S. dollar relative to the local currencies of profitable
foreign subsidiaries can have a favorable effect on the profitability of the
Company, and an increase in the value of the U.S. dollar relative to the local
currencies of profitable foreign subsidiaries can have a negative effect on the
profitability of the Company. Exchange rate fluctuations decreased comprehensive
income by $1.0 million and increased comprehensive loss by $4.6 million for the
three months ended September 28, 2003 and September 29, 2002, respectively, and
increased comprehensive income by $13.6 million and $4.7 million for the nine
months ended September 28, 2003 and September 29, 2002, respectively.

Derivatives

         During 2003 the Company entered into four new interest rate swap
agreements, under which the Company receives variable interest based on the
Eurodollar Rate (the applicable interest rate offered to banks in the London
interbank eurocurrency market) and pays fixed interest at a weighted average

                                       29
rate of 2.60%, on $400.0 million of term loans. The interest rate swaps are
accounted for as cash flow hedges. The effective portion of the change in the
fair value of the new interest rate swaps is recorded in other comprehensive
income ("OCI") and was an unrealized loss of $5.3 million for the nine months
ended September 28, 2003. Approximately 39% 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 effective hedges would
result in income statement recognition of all or part of the cumulative $5.3
million unrealized loss recorded in OCI as of September 28, 2003.

         The Company entered into interest rate swap agreements to hedge the
exposure to increasing rates with respect to its prior senior credit agreement.
These interest rate swaps were accounted for as cash flow hedges. In connection
with the closing of the Senior Credit Agreement (as hereinafter defined) on
February 14, 2003 these swaps no longer qualified for hedge accounting. As such,
the Company recorded a non-cash charge of approximately $4.8 million within
interest expense as a result of the reclassification into expense of the
remaining unrealized loss on these interest rate swap agreements. These interest
rate swap agreements expired at various points through September 2003. The
effective portion of the change in fair value of these swaps from January 1,
2003 to February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5
million. The change in fair value of these swaps after February 14, 2003 was
recognized in earnings and resulted in a reduction of interest expense of $4.8
million for the nine months ended September 28, 2003.

         In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." This Statement
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS 133. This Statement is effective for contracts entered into or
modified, and for hedging relationships designated after June 30, 2003. Other
provisions of this statement that related to SFAS 133 Implementation Issues
should continue to be applied in accordance with their respective effective
dates. The Company adopted SFAS 149 on July 1, 2003 and the adoption of SFAS 149
did not have a significant impact on its results of operations or financial
position.

Liquidity and Capital Resources

         In the nine months ended September 28, 2003, the Company funded,
through its various borrowing arrangements and operating activities, $70.0
million of investing activities, consisting of $70.1 million of capital
expenditures, offset by $0.1 million of proceeds from the sale of the German
operations.

         The Company's Senior Credit Agreement currently consists of one term
loan to the Operating Company with an initial term loan commitment totaling
$570.0 million and a revolving loan facility to the Operating Company totaling
$150.0 million. The unused availability of the revolving credit facility under
the Senior Credit Agreement at September 28, 2003 was $105.2 million. The
obligations of the Operating Company under the Senior Credit Agreement are
guaranteed by Holdings and certain other subsidiaries of Holdings. The term loan
is payable in quarterly installments and requires payments of $2.0 million in
2003, $4.0 million in 2004, $20.0 million in 2005, $45.0 million in 2006, $45.0
million in 2007, $200.0 million in 2008, $200.0 million in 2009 and $54.0
million in 2010. The Company expects to fund scheduled debt repayments from cash
from operations and unused lines of credit. The revolving loan facility expires
on the earlier of February 14, 2008 and the Term Loan maturity date. The term
loan and revolving loan facility will become due on July 15, 2007 if the $325.0
million of Senior Subordinated Notes due 2008 have not been refinanced by
January 15, 2007. The term loan will become due on July 15, 2008 if the Senior
Discount Notes have not been refinanced by January 15, 2008. On September 28,
2003 the Company was in compliance with all covenants.

         On May 28, 2003 the Company and GPC Capital Corp I issued $100.0
million aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2008
pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes
were issued under the February 2, 1998 Senior Subordinated Indenture. The notes
were issued in exchange for, and in full satisfaction of, $100.0 million
aggregate principal amount of Tranche II term loans then outstanding under the
Company's Senior Credit Agreement.

         The Company's other indebtedness included the issuance of $325.0
million of Senior Subordinated Notes due 2008 (including the $100.0 million
add-on issued May 28, 2003) and the issuance of $169.0 million aggregate
principal amount at maturity of Senior Discount Notes due 2009 which yielded
gross proceeds of $100.6 million. At September 28, 2003, the aggregate accreted
value of the Senior Discount Notes was $169.0 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 $250.0 million at a
fixed rate of 8.75% and with interest payable on $75.0 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%.

                                       30
At September 28, 2003, the Company's total indebtedness was $1,127.4
million.

         The Senior Credit Agreement and Indentures contain a number of
significant covenants that, among other things, restrict the ability of the
Company to dispose of assets, repay other indebtedness, incur additional
indebtedness, pay dividends, prepay subordinated indebtedness, incur liens, make
capital expenditures, investments or acquisitions, engage in mergers or
consolidations, engage in transactions with affiliates and otherwise restrict
the Company's activities. In addition, under the Senior Credit Agreement, the
Operating Company is required to satisfy specified financial ratios and tests.
Covenant compliance EBITDA is used to determine the Company's compliance with
many of these covenants.

           Covenant compliance 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. Covenant compliance
EBITDA is calculated in the Senior Credit Agreement and Indentures by adding
minority interest, extraordinary items, interest expense, interest income,
income taxes, depreciation and amortization expense, impairment charges, the
ongoing $1.0 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 other charges to net income (loss).

         The breach of covenants in the Senior Credit Agreement that are tied to
ratios based on covenant compliance EBITDA could result in a default under that
agreement and the lenders could elect to declare all amounts borrowed due and
payable. Any such acceleration would also result in a default under the
Company's indentures. Additionally, under the Company's debt agreements, the
ability of the Company to engage in activities such as incurring additional
indebtedness, making investments and paying dividends is also tied to ratios
based on covenant compliance EBITDA. The Senior Credit Agreement requires that
the Operating Company maintain a covenant compliance EBITDA to cash interest
ratio starting at a minimum of 2.25x and a net debt to covenant compliance
EBITDA ratio starting at a maximum of 5.50x, in each case for the most recent
four quarter period. The ability of the Operating Company to incur additional
debt and make certain restricted payments under the Indentures is tied to a
covenant compliance EBITDA to interest expense ratio of 1.75 to 1, except that
the Operating Company may incur certain debt and make certain restricted
payments without regard to the ratio, such as up to $650 million under the
Senior Credit Agreement and investments equal to 10% of the Operating Company's
total assets.

         While covenant compliance EBITDA and similar measures are frequently
used as measures 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. Covenant compliance EBITDA is calculated as follows:
Three Months Ended             Nine Months Ended
                                                                      ------------------             -----------------
                                                               September 28,   September 29,    September 28,   September 29,
                                                                    2003            2002            2003             2002
                                                                    ----            ----            ----             ----
                                                                                        (In millions)
Net income (loss)...........................................       $  1.2         $ (1.1)        $  9.7           $ 16.1
Interest expense, net.......................................         21.7           20.3           74.4             61.9
Income tax expense..........................................          1.8            1.4            5.0              2.3
Depreciation and amortization...............................         17.8           21.6           52.6             56.6
Impairment charges..........................................           --            4.3            0.6              4.3
Fees paid pursuant to the Blackstone monitoring agreement...          0.2            0.2            0.7              0.7
Minority interest...........................................          0.3            0.4            1.1              1.0
Certain other charges (1)(2)................................          7.3            3.9           11.8             10.5
                                                                   ------         ------         ------           ------
Covenant compliance EBITDA..................................       $ 50.3         $ 51.0         $155.9           $153.4
                                                                   ======         ======         ======           ======
(1) The  three  and  nine  months  ended  September  28,  2003  include  global
    reorganization  costs ($6.8 million and $11.2  million,  respectively)  and
    other costs ($0.5  million and $0.6 million,  respectively).  The three and
    nine months ended September 29, 2002 include costs related to the postponed
    equity offering and concurrent  transactions ($2.6 million in each period),
    global  reorganization costs ($1.3 million and $7.8 million,  respectively)
    and other costs ($0.0 million and $0.1 million, respectively).

(2) Does  not  include  project  startup  costs,  which  are  included  in  the
    calculation of covenant compliance EBITDA under the Senior Credit Agreement
    and Indentures.  These startup costs were $0.7 million and $1.6 million for
    the  three  months  ended  September  28,  2003  and  September  29,  2002,
    respectively,  and $1.9  million and $3.6 million for the nine months ended
    September 28, 2003 and September 29, 2002, respectively.

                                       31
Substantially all domestic tangible and intangible assets of the
Company are pledged as collateral pursuant to the terms of the Senior Credit
Agreement.

         As market conditions warrant, the Company and its major equityholders,
including Blackstone Capital Partners III Merchant Bank 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.

         Management believes that capital investment to maintain and upgrade
property, plant and equipment is important to remain competitive. Management
estimates that on average the annual capital expenditures required to maintain
the Company's facilities are approximately $25 million per year. Additional
capital expenditures beyond this amount will be required to expand capacity.
Capital expenditures for the nine months ended September 28, 2003 were $70.1
million.

         For the fiscal year 2003, the Company expects to incur approximately
$110.0 million of capital investments and for the fiscal year 2004, the Company
expects to incur approximately $135.0 million of capital investments. However,
total capital investments will depend on the size and timing of growth related
opportunities. The Company's principal sources of cash to fund ongoing
operations and capital requirements have been and are expected to continue to be
net cash provided by operating activities and borrowings under the Senior Credit
Agreement. Management believes that these sources will be sufficient to fund the
Company's ongoing operations and its foreseeable capital requirements. The
owners of the 49% minority interest in Masko Graham have indicated their
intentions of exercising their put option for the Company to buy their 49%
interest, and therefore, included in the $110.0 million estimate of capital
investments for 2003 is $16.0 million related to this buyout option. This amount
is estimated and is subject to a defined formula which is based upon several
factors, but Management feels this amount is a reasonable estimate for this
buyout option. If these owners do not exercise their put option in 2003, the
$16.0 million related to this buyout option may occur, instead, in 2004.

         On July 9, 2002, the Company and Graham Engineering amended the
equipment sales, service and licensing agreement to, among other things,
obligate the Company, retroactive to January 1, 2002 and subject to certain
credits and carry-forwards, to make payments for products and services to Graham
Engineering in the amount of at least $12.0 million per calendar year, or else
pay Graham Engineering a shortfall payment. The Company does not expect to be
required to make a shortfall payment relative to its purchases for 2003.

         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 that person's  death,  disability,
    retirement or termination of employment or other  circumstances with annual
    dollar limitations; and

o   to finance the payment of cash interest on the Senior Discount Notes or any
    notes issued pursuant to a refinancing of the Senior Discount Notes.

Subsequent Event

         On September 29, 2003 the Company sold its vacant building located in
Burlington, Ontario, Canada, and as a result expects to incur a gain on the sale
of approximately $3.0 million.

                                       32
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, 2002 for complete quantitative
and qualitative disclosures about market risk. The following table provides
disclosure as of September 28, 2003 for financial instruments that have
experienced material changes in fair value since December 31, 2002.
Fair Value
                           Expected Maturity Date of Interest Rate Swap Agreements at September 28, 2003  September 28,
                           -----------------------------------------------------------------------------
                            2003        2004        2005        2006        2007     Thereafter   Total       2003
                            ----        ----        ----        ----        ----     ----------   -----       ----
                                                              (Dollars in thousands)
Derivatives matched against liabilities:
Pay fixed swaps             --          --          --      $ 400,000      --         --      $ 400,000      $(5,304)
  Pay rate                    --          --          --          2.60%      --         --          2.60%
  Receive rate                --          --          --          1.51%      --         --          1.51%
33
Item 4.  Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

     The Company's  principal executive officer and principal financial officer,
     after evaluating the effectiveness of the Company's disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of
     the end of the period  covered by this report,  have  concluded  that as of
     such date the Company's  disclosure  controls and procedures  were adequate
     and  effective  to ensure that  material  information  relating to Holdings
     would be made known to them by others within the company.

(b)  Changes in Internal Controls

     There were no significant  changes in the Company's internal controls or in
     other factors that could significantly affect Holdings' disclosure controls
     and procedures  subsequent to the date of their evaluation,  nor were there
     any significant  deficiencies or material  weaknesses in Holdings' internal
     controls. As a result, no corrective actions were required or undertaken.

                                       34
PART II   OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit 31.1 Certification required by Rule 15d-14(a).

     Exhibit 31.2 Certification required by Rule 15d-14(a).

     Exhibit 32.1 Certification  pursuant to 18 U.S.C.  Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

     Exhibit 32.2 Certification  pursuant to 18 U.S.C.  Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

(b) Reports on Form 8-K

     No reports on Form 8-K were  required to be filed during the quarter
     ended September 28, 2003.

                                       35
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: November 12, 2003

                     GRAHAM PACKAGING HOLDINGS COMPANY
                     (Registrant)

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

                     By: /s/ John E. Hamilton
                        -----------------------------------
                        John E. Hamilton
                        Chief Financial Officer
                        (chief accounting officer and duly authorized officer)

                                       36
Exhibit 31.1

                                  CERTIFICATION

I, Philip R. Yates, certify that:

1)   I have  reviewed  this  quarterly  report on Form 10-Q of Graham  Packaging
     Holdings Company;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: November 12, 2003

                        By: /s/ Philip R. Yates
                            -----------------------------------
                            Philip R. Yates
                            Chief Executive Officer

                                       37
Exhibit 31.2

                                  CERTIFICATION

I, John E. Hamilton, certify that:

1)   I have  reviewed  this  quarterly  report on Form 10-Q of Graham  Packaging
     Holdings Company;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: November 12, 2003

                        By: /s/ John E. Hamilton
                           -----------------------------------
                           John E. Hamilton
                           Chief Financial Officer

                                       38
Exhibit 32.1

                                  CERTIFICATION

     In  connection  with the  Quarterly  Report  of Graham  Packaging  Holdings
Company on Form 10-Q for the period ended  September  28, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Philip
R. Yates, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:

1)   The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2)   The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and results of  operations  of Graham
     Packaging Holdings Company.

Date: November 12, 2003

                        By: /s/ Philip R. Yates
                           -----------------------------------
                           Philip R. Yates
                           Chief Executive Officer

                                       39
Exhibit 32.2

                                  CERTIFICATION

     In  connection  with the  Quarterly  Report  of Graham  Packaging  Holdings
Company on Form 10-Q for the period ended  September  28, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, John E.
Hamilton, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:

1)   The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2)   The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and results of  operations  of Graham
     Packaging Holdings Company.

Date: November 12, 2003

                        By: /s/ John E. Hamilton
                           -----------------------------------
                           John E. Hamilton
                           Chief Financial Officer

                                       40