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 June 29, 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 June 29, 2003 and December 31, 2002..........................    3

         CONDENSED STATEMENTS OF OPERATIONS - For the Three and Six Months
         Ended June 29, 2003 and June 30, 2002...........................    4

         CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
         Ended December 31, 2002 and Six Months ended June 29, 2003......    5

         CONDENSED STATEMENTS OF CASH FLOWS  - For the Six Months
         Ended June 29, 2003 and June 30, 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)


                                                June 29,   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)



                                  Three Months Ended        Six Months Ended
                                  ------------------        ----------------
                                 June 29,    June 30,      June 29,   June 30,
                                   2003       2002           2003       2002
                                   ----       ----           ----       ----

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

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

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

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
























          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 June 29, 2003................................      --





























          See accompanying notes to the condensed financial statements.

                                       5
<PAGE>




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


                                                        Six Months Ended
                                                        ----------------
                                                     June 29,      June 30,
                                                       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 six months ended June 29, 2003 and
June 30, 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 June 29, 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 June 29, 2003 was $122.2 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
June 29, 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 June 29, 2003 was $122.2 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
June 29, 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).


(b)   Reports on Form 8-K

      No reports on Form 8-K were required to be filed during the quarter
      ended June 29, 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: August 13, 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: August 13, 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: August 13, 2003


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

                                       14
<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": "03839878"}, "business-address": {"street1": "2401 PLEASANT VALLEY ROAD", "city": "YORK", "state": "PA", "zip": "17402", "phone": "7178498500"}}
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 June 29, 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 June 29, 2003 and December 31, 2002..........................    3

         CONDENSED STATEMENTS OF OPERATIONS - For the Three and Six Months
         Ended June 29, 2003 and June 30, 2002...........................    4

         CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
         Ended December 31, 2002 and Six Months ended June 29, 2003......    5

         CONDENSED STATEMENTS OF CASH FLOWS  - For the Six Months
         Ended June 29, 2003 and June 30, 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)

                                                June 29,   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        Six Months Ended
                                  ------------------        ----------------
                                 June 29,    June 30,      June 29,   June 30,
                                   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 June 29, 2003................................      --

          See accompanying notes to the condensed financial statements.

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

                                                        Six Months Ended
                                                        ----------------
                                                     June 29,      June 30,
                                                       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 six months ended June 29, 2003 and
June 30, 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 June 29, 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 June 29, 2003 was $122.2 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
June 29, 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 June 29, 2003 was $122.2 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
June 29, 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).

(b)   Reports on Form 8-K

      No reports on Form 8-K were required to be filed during the quarter
      ended June 29, 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: August 13, 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: August 13, 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: August 13, 2003

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

                                       14