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 29, 2002
                                       OR

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

         For the transition period from ______________ to __________________
Commission file number: 333-53603-01

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

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

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

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

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

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, 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 29, 2002 and December 31, 2001...................... 3

        CONDENSED STATEMENTS OF OPERATIONS - For the Three
           and Nine Months Ended September 29, 2002 and September 30, 2001.. 4

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
           Ended December 31, 2001 and Nine Months Ended September 29, 2002. 5

        CONDENSED STATEMENTS OF CASH FLOWS - For the Nine Months
           Ended September 29, 2002 and September 30, 2001.................. 6

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

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

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

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 29,     December 31,
                                                 2002             2001
                                                 ----             ----

Total assets..............................       ---              ---

Commitments and contingent liabilities....       ---              ---

Total liabilities.........................       ---              ---

Total shareholder's equity................       ---              ---

















































               See accompanying notes to the financial statements.


                                       3
<PAGE>


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


                          Three Months Ended            Nine Months Ended
                          ------------------            -----------------
                      September 29, September 30,   September 29, September 30,
                          2002          2001           2002          2001
                          ----          ----           ----          ----

Net Sales.............     ---           ---            ---           ---

Operating Income......     ---           ---            ---           ---

Interest Expense, Net.     ---           ---            ---           ---

Net Income............     ---           ---            ---           ---




















































               See accompanying notes to the financial statements.


                                       4
<PAGE>


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




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

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

Balance at September 29, 2002...........     ---


























































               See accompanying notes to the financial statements.


                                       5
<PAGE>


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


                                             Nine Months Ended
                                             -----------------
                                       September 29,    September 30,
                                           2002             2001
                                           ----             ----

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

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

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






















































              See accompanying notes to the financial statements.


                                       6
<PAGE>


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

1.  Basis of Presentation

         The accompanying unaudited condensed financial statements of GPC
Capital Corp. II have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not
include all of the information and footnotes required by generally accepted
accounting principles for complete annual financial statements. In the opinion
of management, all adjustments (consisting only of usual recurring adjustments
considered necessary for a fair presentation) are reflected in the condensed
financial statements.

         GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company." The sole purpose of GPC
Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
Notes and as co-guarantor with Holdings under the Senior Credit Agreement and
Amendments (as defined herein). GPC Capital Corp. II has only nominal assets,
does not conduct any independent operations and during the nine months ended
September 29, 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 September 29, 2002.


2.  Debt Arrangements

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

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


3. Postponed Equity Offering and Concurrent Transactions

         During the three months ended June 30, 2002, Holdings announced that it
was pursuing an initial public equity offering. In connection with the offering,
Holdings planned to effect an internal reorganization in which GPC Capital Corp.
II would change its name to Graham Packaging Company Inc., exchange shares of
newly-issued common stock for all of the partnership interests of Holdings and
exchange options to purchase partnership interests in Holdings for options to
purchase shares of Graham Packaging Company Inc. In connection with the
proposed offering, Graham Packaging Company, L.P. and GPC Capital Corp. I,
subsidiaries of Holdings, announced their proposed offering of $100 million
aggregate principal amount of 8 3/4% senior subordinated notes due 2008, and GPC
Capital Corp. II commenced a tender offer and consent solicitation for all $169
million aggregate principal amount of Senior Discount Notes due 2009 co-issued
by it and Holdings. On July 23, 2002 Holdings announced that it had postponed
its plans for the initial public equity offering due to the recent adverse
conditions in the stock market. In connection with the postponement of the
initial public equity offering, Holdings also postponed the proposed senior
subordinated notes offering and GPC Capital Corp. II terminated its tender offer
and consent solicitation.


                                       7
<PAGE>


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


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

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

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


Results of Operations

         None


Liquidity and Capital Resources

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

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






















                                       8
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.







































































                                       9
<PAGE>


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 a date
                within ninety days before the filing date of 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

                  None


         (b)      Reports on Form 8-K

                  No reports on Form 8-K were required to be filed during the
                  quarter ended September 29, 2002.




























































                                       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, 2002


                                         GPC CAPITAL CORP. II
                                         (Registrant)


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




















































                                       12
<PAGE>


                                  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 quarterly 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
               quarterly report;
            3) Based on my knowledge, the financial statements, and other
               financial information included in this quarterly 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
               quarterly 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-14 and 15d-14) for the registrant and we have:
               a) designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant is
                  made known to us by others within those entities,
                  particularly during the period in which the quarterly
                  report is being prepared;
               b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior
                  to the filing date of this quarterly report (the
                  "Evaluation Date"); and
               c) presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures on
                  our evaluation as of the Evaluation Date;
            5) The registrant's other certifying officers and I have
               disclosed, based on our most recent evaluation, to the
               registrant's auditors and the audit committee of registrant's
               board of directors (or persons performing the equivalent
               function):
               a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and
               b) any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and
            6) The registrant's other certifying officers and I have
               indicated in this quarterly report whether or not there were
               significant changes in internal controls or in other factors
               that could significantly affect internal controls subsequent
               to the date of our most recent evaluation, including any
               corrective actions with regard to significant deficiencies and
               material weaknesses.

         Date:    November 12, 2002


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










                                       13
<PAGE>


                                  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 quarterly 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
               quarterly report;
            3) Based on my knowledge, the financial statements, and other
               financial information included in this quarterly 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
               quarterly 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-14 and 15d-14) for the registrant and we have:
               a) designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant is
                  made known to us by others within those entities,
                  particularly during the period in which the quarterly
                  report is being prepared;
               b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior
                  to the filing date of this quarterly report (the
                  "Evaluation Date"); and
               c) presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures on our
                  evaluation as of the Evaluation Date;
            5) The registrant's other certifying officers and I have
               disclosed, based on our most recent evaluation, to the
               registrant's auditors and the audit committee of registrant's
               board of directors (or persons performing the equivalent
               function):
               a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and
               b) any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and
            6) The registrant's other certifying officers and I have
               indicated in this quarterly report whether or not there were
               significant changes in internal controls or in other factors
               that could significantly affect internal controls subsequent
               to the date of our most recent evaluation, including any
               corrective actions with regard to significant deficiencies and
               material weaknesses.

         Date:    November 12, 2002


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










                                       14
<PAGE>


                                  CERTIFICATION

         Each of the undersigned hereby certifies in his capacity as an
officer of GPC Capital Corp. II that the Quarterly Report of the
Company on Form 10-Q for the quarterly period ended September 29, 2002
fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in such report
fairly presents, in all material respects, the financial condition of
the Company at the end of such period and the results of operations of
the Company for such period.


         Dated:   November 12, 2002


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


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













































                                       15
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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 29, 2002
                                       OR

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

         For the transition period from ______________ to __________________
Commission file number: 333-53603-01

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

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

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

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

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

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), Yes [X] No [ ]; and (2) has been subject to
such filing requirements for the past 90 days, 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 29, 2002 and December 31, 2001...................... 3

        CONDENSED STATEMENTS OF OPERATIONS - For the Three
           and Nine Months Ended September 29, 2002 and September 30, 2001.. 4

        CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
           Ended December 31, 2001 and Nine Months Ended September 29, 2002. 5

        CONDENSED STATEMENTS OF CASH FLOWS - For the Nine Months
           Ended September 29, 2002 and September 30, 2001.................. 6

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

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

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

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 29,     December 31,
                                                 2002             2001
                                                 ----             ----

Total assets..............................       ---              ---

Commitments and contingent liabilities....       ---              ---

Total liabilities.........................       ---              ---

Total shareholder's equity................       ---              ---

               See accompanying notes to the financial statements.

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

                          Three Months Ended            Nine Months Ended
                          ------------------            -----------------
                      September 29, September 30,   September 29, September 30,
                          2002          2001           2002          2001
                          ----          ----           ----          ----

Net Sales.............     ---           ---            ---           ---

Operating Income......     ---           ---            ---           ---

Interest Expense, Net.     ---           ---            ---           ---

Net Income............     ---           ---            ---           ---

               See accompanying notes to the financial statements.

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

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

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

Balance at September 29, 2002...........     ---

               See accompanying notes to the financial statements.

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

                                             Nine Months Ended
                                             -----------------
                                       September 29,    September 30,
                                           2002             2001
                                           ----             ----

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

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

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

              See accompanying notes to the financial statements.

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

1.  Basis of Presentation

         The accompanying unaudited condensed financial statements of GPC
Capital Corp. II have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not
include all of the information and footnotes required by generally accepted
accounting principles for complete annual financial statements. In the opinion
of management, all adjustments (consisting only of usual recurring adjustments
considered necessary for a fair presentation) are reflected in the condensed
financial statements.

         GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company." The sole purpose of GPC
Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
Notes and as co-guarantor with Holdings under the Senior Credit Agreement and
Amendments (as defined herein). GPC Capital Corp. II has only nominal assets,
does not conduct any independent operations and during the nine months ended
September 29, 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 September 29, 2002.

2.  Debt Arrangements

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

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

3. Postponed Equity Offering and Concurrent Transactions

         During the three months ended June 30, 2002, Holdings announced that it
was pursuing an initial public equity offering. In connection with the offering,
Holdings planned to effect an internal reorganization in which GPC Capital Corp.
II would change its name to Graham Packaging Company Inc., exchange shares of
newly-issued common stock for all of the partnership interests of Holdings and
exchange options to purchase partnership interests in Holdings for options to
purchase shares of Graham Packaging Company Inc. In connection with the
proposed offering, Graham Packaging Company, L.P. and GPC Capital Corp. I,
subsidiaries of Holdings, announced their proposed offering of $100 million
aggregate principal amount of 8 3/4% senior subordinated notes due 2008, and GPC
Capital Corp. II commenced a tender offer and consent solicitation for all $169
million aggregate principal amount of Senior Discount Notes due 2009 co-issued
by it and Holdings. On July 23, 2002 Holdings announced that it had postponed
its plans for the initial public equity offering due to the recent adverse
conditions in the stock market. In connection with the postponement of the
initial public equity offering, Holdings also postponed the proposed senior
subordinated notes offering and GPC Capital Corp. II terminated its tender offer
and consent solicitation.

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

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

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

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

Results of Operations

         None

Liquidity and Capital Resources

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

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

                                       8
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

                                       9
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 a date
                within ninety days before the filing date of 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

                  None

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were required to be filed during the
                  quarter ended September 29, 2002.

                                       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, 2002

                                         GPC CAPITAL CORP. II
                                         (Registrant)

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

                                       12
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 quarterly 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
               quarterly report;
            3) Based on my knowledge, the financial statements, and other
               financial information included in this quarterly 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
               quarterly 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-14 and 15d-14) for the registrant and we have:
               a) designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant is
                  made known to us by others within those entities,
                  particularly during the period in which the quarterly
                  report is being prepared;
               b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior
                  to the filing date of this quarterly report (the
                  "Evaluation Date"); and
               c) presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures on
                  our evaluation as of the Evaluation Date;
            5) The registrant's other certifying officers and I have
               disclosed, based on our most recent evaluation, to the
               registrant's auditors and the audit committee of registrant's
               board of directors (or persons performing the equivalent
               function):
               a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and
               b) any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and
            6) The registrant's other certifying officers and I have
               indicated in this quarterly report whether or not there were
               significant changes in internal controls or in other factors
               that could significantly affect internal controls subsequent
               to the date of our most recent evaluation, including any
               corrective actions with regard to significant deficiencies and
               material weaknesses.

         Date:    November 12, 2002

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

                                       13
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 quarterly 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
               quarterly report;
            3) Based on my knowledge, the financial statements, and other
               financial information included in this quarterly 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
               quarterly 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-14 and 15d-14) for the registrant and we have:
               a) designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant is
                  made known to us by others within those entities,
                  particularly during the period in which the quarterly
                  report is being prepared;
               b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior
                  to the filing date of this quarterly report (the
                  "Evaluation Date"); and
               c) presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures on our
                  evaluation as of the Evaluation Date;
            5) The registrant's other certifying officers and I have
               disclosed, based on our most recent evaluation, to the
               registrant's auditors and the audit committee of registrant's
               board of directors (or persons performing the equivalent
               function):
               a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and
               b) any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and
            6) The registrant's other certifying officers and I have
               indicated in this quarterly report whether or not there were
               significant changes in internal controls or in other factors
               that could significantly affect internal controls subsequent
               to the date of our most recent evaluation, including any
               corrective actions with regard to significant deficiencies and
               material weaknesses.

         Date:    November 12, 2002

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

                                       14
CERTIFICATION

         Each of the undersigned hereby certifies in his capacity as an
officer of GPC Capital Corp. II that the Quarterly Report of the
Company on Form 10-Q for the quarterly period ended September 29, 2002
fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in such report
fairly presents, in all material respects, the financial condition of
the Company at the end of such period and the results of operations of
the Company for such period.

         Dated:   November 12, 2002

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

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

                                       15