1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 10-Q

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

                      For the quarterly period ended March 31, 2002 OR

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

                For the transition period from ___________________ to
______________________

Commission file number: 333-53603-01

                              GPC CAPITAL CORP. II
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                 23-2952404
-------------------------------        ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

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

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

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

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

As of the date hereof, 1,000 shares of the registrant's common stock, par value
$.01 per share, are outstanding.

                                       1
<PAGE>



                               GPC CAPITAL CORP. II
                                     INDEX


                         PART I. FINANCIAL INFORMATION


                                                                  Page Number
Item 1: Condensed Financial Statements:

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

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

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
           Ended December 31, 2001 and Three Months Ended March 31, 2002  5

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

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

Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations..........................................   8

Item 3: Quantitative and Qualitative Disclosures About Market Risk.....   9

                                  PART II. OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...............................  10

Signature:.............................................................  11



                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements


                               GPC CAPITAL CORP. II
                            CONDENSED BALANCE SHEETS
                                 (in thousands)
                                   (Unaudited)


                                                   March 31,       December 31,
                                                     2002             2001
                                                --------------    -------------

Total assets...............................          ---              ---
Commitments and contingent liabilities.....          ---              ---
Total liabilities..........................          ---              ---
Total shareholder's equity.................          ---              ---






















              See accompanying notes to the financial statements.

                                       3
<PAGE>


                              GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (in thousands)
                                   (Unaudited)



                                                      Three Months Ended
                                                 ----------------------------
                                                 March 31,           April 1,
                                                    2002                2001
                                                 ---------           --------

Net sales......................................     ---                 ---

Operating income...............................     ---                 ---

Interest expense, net..........................     ---                 ---

Net income.....................................     ---                 ---
























             See accompanying notes to the financial statements.

                                       4
<PAGE>




                                GPC CAPITAL CORP. II
                  CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY
                                (in thousands)
                                   (Unaudited)




Balance at January 1, 2001....................      ---

Balance at December 31, 2001..................      ---

Balance at March 31, 2002.....................      ---





























                  See accompanying notes to the financial statements.

                                       5
<PAGE>


                               GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (in thousands)
                                    (Unaudited)


                                              Three Months Ended
                                          --------------------------
                                          March 31,         April 1,
                                            2002              2001
                                          ---------         --------

Operating activities...............         ---              ---

Investing activities...............         ---              ---

Financing activities...............         ---              ---



























          See accompanying notes to the financial statements.

                                       6
<PAGE>



                        GPC CAPITAL CORP. II
          NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)



1. Basis of Presentation

         The accompanying unaudited condensed financial statements of GPC
Capital Corp. II 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
financial statements.

         GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company". The sole purpose of GPC
Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
Notes and as co-guarantor with Holdings under the Senior Credit Agreement and
Amendments (as defined herein). GPC Capital Corp. II has only nominal assets,
does not conduct any independent operations and during the three months ended
March 31, 2002, did not execute any transactions. GPC Capital Corp. II has
authorized and issued 1,000 shares of common stock with a par value of $.01 per
share.

         For additional information, see the related Quarterly Report on Form
10-Q of Holdings for the quarter ended March 31, 2002.


2. Debt Arrangements

         On February 2, 1998, Holdings and GPC Capital Corp. II, as
co-obligor, issued $100.6 million gross proceeds of Senior Discount Notes Due
2009 ($169 million aggregate principal amount at maturity). The Senior Discount
Notes mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.

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



                                       7
<PAGE>



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


Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements". This Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended ("the
Exchange Act"). All statements other than historical facts included in this
Report on Form 10-Q, including without limitation, statements regarding the
Company's future financial position, business strategy, anticipated capital
expenditures, anticipated business acquisitions, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
the Company can give no assurance that such expectations will prove to have been
correct.

     All entities and assets owned by Holdings are referred to collectively as
the "Company".


Results of Operations

         None


Liquidity and Capital Resources

     On February 2, 1998, Holdings and GPC Capital Corp. II, as co-obligor,
issued $100.6 million gross proceeds of Senior Discount Notes Due 2009 ($169
million aggregate principal amount at maturity). The Senior Discount Notes
mature on January 15, 2009, with interest payable at 10.75%. Cash interest on
the Senior Discount Notes does not accrue until January 15, 2003.

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



                                       8
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


                                       9
<PAGE>




PART II      OTHER INFORMATION


Item 6.      Exhibits and Reports on Form 8-K

      (a)    Exhibits

             None


      (b)    Reports on Form 8-K

             No reports on Form 8-K were required to be filed during the
             quarter ended March 31, 2002.






                                       10
<PAGE>



                                    SIGNATURE



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


      Dated:            May 14, 2002


                                       GPC CAPITAL CORP. II
                                       (Registrant)


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








                                       11
<PAGE>
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{"company-data": {"conformed-name": "GPC CAPITAL CORP II", "cik": "0001061504", "assigned-sic": "3080", "irs-number": "232952404", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-53603-01", "film-number": "02645031"}, "business-address": {"street1": "2401 PLEASANT VALLEY ROAD", "city": "YORK", "state": "PA", "zip": "17402", "phone": "7178498500"}}
1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 10-Q

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

                      For the quarterly period ended March 31, 2002 OR

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

                For the transition period from ___________________ to
______________________

Commission file number: 333-53603-01

                              GPC CAPITAL CORP. II
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                 23-2952404
-------------------------------        ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

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

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

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

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

As of the date hereof, 1,000 shares of the registrant's common stock, par value
$.01 per share, are outstanding.

                                       1
GPC CAPITAL CORP. II
                                     INDEX

                         PART I. FINANCIAL INFORMATION

                                                                  Page Number
Item 1: Condensed Financial Statements:

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

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

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
           Ended December 31, 2001 and Three Months Ended March 31, 2002  5

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

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

Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations..........................................   8

Item 3: Quantitative and Qualitative Disclosures About Market Risk.....   9

                                  PART II. OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...............................  10

Signature:.............................................................  11

                                       2
PART I.  FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements

                               GPC CAPITAL CORP. II
                            CONDENSED BALANCE SHEETS
                                 (in thousands)
                                   (Unaudited)

                                                   March 31,       December 31,
                                                     2002             2001
                                                --------------    -------------

Total assets...............................          ---              ---
Commitments and contingent liabilities.....          ---              ---
Total liabilities..........................          ---              ---
Total shareholder's equity.................          ---              ---

              See accompanying notes to the financial statements.

                                       3
GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (in thousands)
                                   (Unaudited)

                                                      Three Months Ended
                                                 ----------------------------
                                                 March 31,           April 1,
                                                    2002                2001
                                                 ---------           --------

Net sales......................................     ---                 ---

Operating income...............................     ---                 ---

Interest expense, net..........................     ---                 ---

Net income.....................................     ---                 ---

             See accompanying notes to the financial statements.

                                       4
GPC CAPITAL CORP. II
                  CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY
                                (in thousands)
                                   (Unaudited)

Balance at January 1, 2001....................      ---

Balance at December 31, 2001..................      ---

Balance at March 31, 2002.....................      ---

                  See accompanying notes to the financial statements.

                                       5
GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (in thousands)
                                    (Unaudited)

                                              Three Months Ended
                                          --------------------------
                                          March 31,         April 1,
                                            2002              2001
                                          ---------         --------

Operating activities...............         ---              ---

Investing activities...............         ---              ---

Financing activities...............         ---              ---

          See accompanying notes to the financial statements.

                                       6
GPC CAPITAL CORP. II
          NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation

         The accompanying unaudited condensed financial statements of GPC
Capital Corp. II 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
financial statements.

         GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company". The sole purpose of GPC
Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
Notes and as co-guarantor with Holdings under the Senior Credit Agreement and
Amendments (as defined herein). GPC Capital Corp. II has only nominal assets,
does not conduct any independent operations and during the three months ended
March 31, 2002, did not execute any transactions. GPC Capital Corp. II has
authorized and issued 1,000 shares of common stock with a par value of $.01 per
share.

         For additional information, see the related Quarterly Report on Form
10-Q of Holdings for the quarter ended March 31, 2002.

2. Debt Arrangements

         On February 2, 1998, Holdings and GPC Capital Corp. II, as
co-obligor, issued $100.6 million gross proceeds of Senior Discount Notes Due
2009 ($169 million aggregate principal amount at maturity). The Senior Discount
Notes mature on January 15, 2009, with interest payable at 10.75%. Cash interest
on the Senior Discount Notes does not accrue until January 15, 2003.

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

                                       7
Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain "forward-looking statements". This Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended ("the
Exchange Act"). All statements other than historical facts included in this
Report on Form 10-Q, including without limitation, statements regarding the
Company's future financial position, business strategy, anticipated capital
expenditures, anticipated business acquisitions, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
the Company can give no assurance that such expectations will prove to have been
correct.

     All entities and assets owned by Holdings are referred to collectively as
the "Company".

Results of Operations

         None

Liquidity and Capital Resources

     On February 2, 1998, Holdings and GPC Capital Corp. II, as co-obligor,
issued $100.6 million gross proceeds of Senior Discount Notes Due 2009 ($169
million aggregate principal amount at maturity). The Senior Discount Notes
mature on January 15, 2009, with interest payable at 10.75%. Cash interest on
the Senior Discount Notes does not accrue until January 15, 2003.

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

                                       8
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

                                       9
PART II      OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

      (a)    Exhibits

             None

      (b)    Reports on Form 8-K

             No reports on Form 8-K were required to be filed during the
             quarter ended March 31, 2002.

                                       10
SIGNATURE

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

      Dated:            May 14, 2002

                                       GPC CAPITAL CORP. II
                                       (Registrant)

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

                                       11