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: 333-53603-01


                              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), 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].

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 September 28, 2003 and December 31, 2002........................   3

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

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
        Ended December 31, 2002 and Nine Months ended September 28, 2003...   5

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


Item 4: Controls and Procedures............................................  10


PART II.     OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...................................  11


Signature: ................................................................  12





                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements


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


                                                 September 28,     December 31,
                                                      2003             2002
                                                      ----             ----

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
























          See accompanying notes to the condensed financial statements.

                                       3
<PAGE>


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


<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>
Net sales..................        --              --                --              --

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

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

Net income.................        --              --                --              --
</TABLE>























          See accompanying notes to the condensed financial statements.


                                       4
<PAGE>


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




Balance at January 1, 2002.................................           --

Balance at December 31, 2002...............................           --

Balance at September 28, 2003..............................           --


























          See accompanying notes to the condensed financial statements.


                                       5
<PAGE>


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


                                                      Nine Months Ended
                                                      -----------------
                                               September 28,    September 29,
                                                  2003             2002
                                                  ----             ----

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

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

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

























          See accompanying notes to the condensed 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 (as
defined herein). GPC Capital Corp. II has only nominal assets, does not conduct
any independent operations and during the nine months ended September 28, 2003,
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 September 28, 2003 and the related Annual
Report on Form 10-K of GPC Capital Corp. II.


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%.

         On February 14, 2003 the Operating 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 and a $150.0 million revolving credit
facility. 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 Operating 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, the $100.0
million aggregate principal amount of the Tranche II term loan then outstanding
under the Operating Company's Senior Credit Agreement.

         As a result of the refinancing on February 14, 2003 the Operating
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.

                                       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%.

         On February 14, 2003 the Operating 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 and a $150.0 million revolving credit
facility. 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 Operating 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, the $100.0
million aggregate principal amount of the Tranche II term loan then outstanding
under the Operating Company's Senior Credit Agreement.

         As a result of the refinancing on February 14, 2003 the Operating
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.

                                       8
<PAGE>


Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.



































                                       9
<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 GPC Capital
     Corp. II 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 GPC  Capital  Corp.  II's
     disclosure  controls  and  procedures  subsequent  to  the  date  of  their
     evaluation,  nor  were  there  any  significant  deficiencies  or  material
     weaknesses in GPC Capital Corp.  II's internal  controls.  As a result,  no
     corrective actions were required or undertaken.


















                                       10
<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.



























                                       11
<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




                        GPC CAPITAL CORP. II
                        (Registrant)


                        By: /s/ John E. Hamilton
                        ---------------------------------------------
                        John E. Hamilton
                        Vice President, Secretary and Assistant
                        Treasurer and Director
                        (chief accounting officer and duly authorized
                        officer)


























                                       12
<PAGE>

                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Philip R. Yates, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of GPC Capital Corp. II;

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
                           President, Treasurer and Assistant Secretary
                           and Director
                           (chief executive officer)

                                       13
<PAGE>

                                                                    Exhibit 31.2
                                  CERTIFICATION

I, John E. Hamilton, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of GPC Capital Corp. II;

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
                            Vice President, Secretary and Assistant Treasurer
                            and Director
                            (chief financial officer)

                                       14
<PAGE>

                                                                    Exhibit 32.1

                                  CERTIFICATION

     In  connection  with the  Quarterly  Report of GPC Capital Corp. II 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 GPC Capital Corp. II.

Date: November 12, 2003


                        By: /s/ Philip R. Yates
                            -----------------------------------
                            Philip R. Yates
                            President, Treasurer and Assistant Secretary and
                            Director
                            (chief executive officer)


























                                       15
<PAGE>

                                                                    Exhibit 32.2


                                  CERTIFICATION

     In  connection  with the  Quarterly  Report of GPC Capital Corp. II 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 GPC Capital Corp. II.


Date: November 12, 2003


                        By: /s/ John E. Hamilton
                            -----------------------------------
                            John E. Hamilton
                            Vice President, Secretary and Assistant Treasurer
                            and Director
                            (chief financial officer)


























                                       16
<PAGE>
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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: 333-53603-01

                              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), 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].

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 September 28, 2003 and December 31, 2002........................   3

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

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
        Ended December 31, 2002 and Nine Months ended September 28, 2003...   5

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

Item 4: Controls and Procedures............................................  10

PART II.     OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K...................................  11

Signature: ................................................................  12

                                       2
PART I.  FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements

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

                                                 September 28,     December 31,
                                                      2003             2002
                                                      ----             ----

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

          See accompanying notes to the condensed financial statements.

                                       3
GPC CAPITAL CORP. II
                       CONDENSED STATEMENTS OF OPERATIONS
                                 (In thousands)
                                   (Unaudited)
Three Months Ended                Nine Months Ended
                                    ------------------                -----------------
                               September 28,   September 29,     September 28,   September 29,
                                  2003            2002              2003            2002
                                  ----            ----              ----            ----
Net sales..................        --              --                --              --

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

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

Net income.................        --              --                --              --
See accompanying notes to the condensed financial statements.

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

Balance at January 1, 2002.................................           --

Balance at December 31, 2002...............................           --

Balance at September 28, 2003..............................           --

          See accompanying notes to the condensed financial statements.

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

                                                      Nine Months Ended
                                                      -----------------
                                               September 28,    September 29,
                                                  2003             2002
                                                  ----             ----

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

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

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

          See accompanying notes to the condensed 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 (as
defined herein). GPC Capital Corp. II has only nominal assets, does not conduct
any independent operations and during the nine months ended September 28, 2003,
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 September 28, 2003 and the related Annual
Report on Form 10-K of GPC Capital Corp. II.

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%.

         On February 14, 2003 the Operating 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 and a $150.0 million revolving credit
facility. 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 Operating 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, the $100.0
million aggregate principal amount of the Tranche II term loan then outstanding
under the Operating Company's Senior Credit Agreement.

         As a result of the refinancing on February 14, 2003 the Operating
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.

                                       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%.

         On February 14, 2003 the Operating 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 and a $150.0 million revolving credit
facility. 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 Operating 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, the $100.0
million aggregate principal amount of the Tranche II term loan then outstanding
under the Operating Company's Senior Credit Agreement.

         As a result of the refinancing on February 14, 2003 the Operating
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.

                                       8
Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.

                                       9
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 GPC Capital
     Corp. II 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 GPC  Capital  Corp.  II's
     disclosure  controls  and  procedures  subsequent  to  the  date  of  their
     evaluation,  nor  were  there  any  significant  deficiencies  or  material
     weaknesses in GPC Capital Corp.  II's internal  controls.  As a result,  no
     corrective actions were required or undertaken.

                                       10
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.

                                       11
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

                        GPC CAPITAL CORP. II
                        (Registrant)

                        By: /s/ John E. Hamilton
                        ---------------------------------------------
                        John E. Hamilton
                        Vice President, Secretary and Assistant
                        Treasurer and Director
                        (chief accounting officer and duly authorized
                        officer)

                                       12
Exhibit 31.1

                                  CERTIFICATION

I, Philip R. Yates, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of GPC Capital Corp. II;

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
                           President, Treasurer and Assistant Secretary
                           and Director
                           (chief executive officer)

                                       13
Exhibit 31.2
                                  CERTIFICATION

I, John E. Hamilton, certify that:

1)   I have reviewed this quarterly report on Form 10-Q of GPC Capital Corp. II;

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
                            Vice President, Secretary and Assistant Treasurer
                            and Director
                            (chief financial officer)

                                       14
Exhibit 32.1

                                  CERTIFICATION

     In  connection  with the  Quarterly  Report of GPC Capital Corp. II 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 GPC Capital Corp. II.

Date: November 12, 2003

                        By: /s/ Philip R. Yates
                            -----------------------------------
                            Philip R. Yates
                            President, Treasurer and Assistant Secretary and
                            Director
                            (chief executive officer)

                                       15
Exhibit 32.2

                                  CERTIFICATION

     In  connection  with the  Quarterly  Report of GPC Capital Corp. II 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 GPC Capital Corp. II.

Date: November 12, 2003

                        By: /s/ John E. Hamilton
                            -----------------------------------
                            John E. Hamilton
                            Vice President, Secretary and Assistant Treasurer
                            and Director
                            (chief financial officer)

                                       16