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: 333-53603-03

                        GRAHAM PACKAGING HOLDINGS COMPANY
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                  23-2553000
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

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

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

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

     Indicate by 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].




























                                       1
<PAGE>


                        GRAHAM PACKAGING HOLDINGS COMPANY
                                      INDEX


                          PART I. FINANCIAL INFORMATION


                                                                    Page Number
Item  1: Condensed Consolidated Financial Statements:

         CONDENSED CONSOLIDATED BALANCE SHEETS -
          At September 29, 2002 and December 31, 2001......................3

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

         CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
          (DEFICIT) - For the Year Ended December 31, 2001 and Nine Months
          ended September 29, 2002.........................................5

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

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

Item  2: Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................16

Item  3. Quantitative and Qualitative Disclosures About Market Risk........26

Item  4. Controls and Procedures...........................................27

                           PART II. OTHER INFORMATION

Item  6: Exhibits and Reports on Form 8-K..................................28

Signature:.................................................................29




































                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                    September 29,  December 31,
                                                        2002           2001
                                                    -------------  ------------
                                                          (In thousands)
ASSETS
Current assets:
   Cash and cash equivalents ......................   $   9,318     $   9,032
   Accounts receivable, net .......................     105,282        90,182
   Inventories ....................................      58,356        60,476
   Prepaid expenses and other current assets ......      15,222        14,054
                                                      ---------     ---------
Total current assets ..............................     188,178       173,744
Property, plant and equipment, net ................     569,017       549,585
Goodwill ..........................................       5,738         6,400
Other non-current assets ..........................      28,525        28,832
                                                      ---------     ---------
Total assets ......................................   $ 791,458     $ 758,561
                                                      =========     =========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses ..........   $ 164,546     $ 175,130
   Current portion of long-term debt ..............      32,391        30,585
                                                      ---------     ---------
Total current liabilities .........................     196,937       205,715
Long-term debt ....................................   1,040,035     1,021,806
Other non-current liabilities .....................      10,773        13,582
Minority interest .................................       3,559         2,512
Commitments and contingent liabilities (see Note 9)         --            --
Partners' capital (deficit) .......................    (459,846)     (485,054)
                                                      ---------     ---------
Total liabilities and partners' capital (deficit)..   $ 791,458     $ 758,561
                                                      =========     =========



























                 See accompanying notes to financial statements.


                                       3
<PAGE>



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


<TABLE>
<CAPTION>
                                                   Three Months Ended             Nine Months Ended
                                                   ------------------             -----------------
                                               September 29,  September 30,  September 29,  September 30,
                                                   2002           2001           2002           2001
                                                   ----           ----           ----           ----
                                                                    (In thousands)
<S>                                              <C>            <C>            <C>            <C>

Net sales .....................................  $ 227,123      $ 231,235      $ 695,031      $ 713,932
Cost of goods sold ............................    184,852        191,287        563,391        597,375
                                                 ---------      ---------      ---------      ---------
Gross profit ..................................     42,271         39,948        131,640        116,557
Selling, general, and administrative expenses..     16,839         14,032         45,787         42,507
Impairment charges.............................      4,266          1,391          4,266          5,088
Special charges and unusual items .............        --             --             --             147
                                                 ---------      ---------      ---------      ---------
Operating income ..............................     21,166         24,525         81,587         68,815
Interest expense, net .........................     20,253         24,363         61,931         75,569
Other expense, net ............................        221              8            176            443
Minority interest .............................        392            210          1,047            267
                                                 ---------      ---------      ---------      ---------
Income (loss) before income taxes .............        300            (56)        18,433         (7,464)
Income tax provision ..........................      1,378            206          2,292            184
                                                 ---------      ---------      ---------      ---------
Net (loss) income .............................  $  (1,078)     $    (262)     $  16,141      $  (7,648)
                                                 =========      =========      =========      =========
</TABLE>





































                 See accompanying notes to financial statements.

                                       4
<PAGE>



                        GRAHAM PACKAGING HOLDINGS COMPANY
        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                               Notes and
                                                                               Interest        Accumulated
                                                                Partners'    Receivable for      Other
                                                                 Capital       Ownership      Comprehensive
                                                                (Deficit)      Interests      Income (Loss)     Total
                                                                ----------   --------------   -------------   ----------
                                                                                     (In thousands)
<S>                                                             <C>             <C>             <C>           <C>

Balance at January 1, 2001 ...................................  $(433,997)      $(1,147)        $(29,235)     $(464,379)
  Net loss for the year ......................................    (43,970)          --               --         (43,970)
  Cumulative effect of change in accounting for derivatives ..        --            --               392            392
  Changes in fair value of derivatives .......................        --            --           (13,537)       (13,537)
  Additional minimum pension liability .......................        --            --            (1,937)        (1,937)
  Cumulative translation adjustment ..........................        --            --           (10,383)       (10,383)
                                                                                                              ---------
  Comprehensive income (loss) ................................                                                  (69,435)
  Capital contribution .......................................     50,000        (1,296)             --          48,704
  Recapitalization (unearned compensation expense) ...........         56           --               --              56
                                                                ---------       -------         --------      ---------
Balance at December 31, 2001 .................................   (427,911)       (2,443)         (54,700)      (485,054)
  Net income for the period ..................................     16,141           --               --          16,141
  Changes in fair value of derivatives .......................        --            --             4,520          4,520
  Additional minimum pension liability .......................        --            --                (6)            (6)
  Cumulative translation adjustment ..........................        --            --             4,666          4,666
                                                                                                              ---------
  Comprehensive income .......................................                                                   25,321
  Interest on notes receivable for ownership interests .......        --           (113)             --            (113)
                                                                ---------       -------         --------      ---------
Balance at September 29, 2002 ................................  $(411,770)      $(2,556)        $(45,520)     $(459,846)
                                                                =========       =======         ========      =========
</TABLE>
































                 See accompanying notes to financial statements.

                                       5
<PAGE>



                        GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Nine Months Ended
                                                                                   ------------------------------
                                                                                   September 29,    September 30,
                                                                                       2002             2001
                                                                                   -------------    -------------
Operating activities:                                                                      (In thousands)
  <S>                                                                                 <C>             <C>
  Net income (loss) ............................................................      $ 16,141        $ (7,648)
  Adjustments to reconcile net income (loss) to net cash provided by (used in)
    operating activities:
    Depreciation and amortization ..............................................        56,576          52,914
    Impairment charges .........................................................         4,266           5,088
    Amortization of debt issuance fees .........................................         3,429           3,475
    Accretion of Senior Discount Notes .........................................        12,429          11,120
    Minority interest ..........................................................         1,047             267
    Equity in loss of joint venture ............................................          --               246
    Foreign currency transaction (gain) loss ...................................           (13)            210
    Interest receivable for ownership interests ................................          (113)           --
    Other non-cash Recapitalization expense ....................................          --                56
    Changes in operating assets and liabilities, net of acquisition/sales of
    businesses:
      Accounts receivable ......................................................       (15,765)         (7,349)
      Inventories ..............................................................          (544)            207
      Prepaid expenses and other current assets ................................        (1,195)         (3,648)
      Other non-current assets and liabilities .................................          (812)           (559)
      Accounts payable and accrued expenses ....................................        (9,211)        (55,115)
                                                                                      --------        --------
Net cash provided by (used in) operating activities ............................        66,235            (736)
Investing activities:
      Net purchases of property, plant and equipment ...........................       (70,259)        (62,544)
      Loan to affiliate ........................................................          --            (2,606)
      Acquisition of/investment in business, net of cash acquired ..............          --               453
      Net expenditures for sales of businesses..................................        (4,167)           --
      Other ....................................................................          --              (191)
                                                                                      --------        --------
Net cash used in investing activities ..........................................       (74,426)        (64,888)
Financing activities:
      Net proceeds from issuance of long-term debt .............................         7,687          11,636
      Notes receivable for ownership interests .................................          --            (1,146)
      Capital contributions ....................................................          --            49,984
      Debt issuance fees and other .............................................          --               106
                                                                                      --------        --------
Net cash provided by financing activities ......................................         7,687          60,580
Effect of exchange rate changes ................................................           790            (393)
                                                                                      --------        --------
Increase (decrease) in cash and cash equivalents ...............................           286          (5,437)
Cash and cash equivalents at beginning of period ...............................         9,032           9,844
                                                                                      --------        --------
Cash and cash equivalents at end of period .....................................      $  9,318        $  4,407
                                                                                      ========        ========
</TABLE>











              See accompanying notes to financial statements.

                                       6
<PAGE>



                        GRAHAM PACKAGING HOLDINGS COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
of Graham Packaging Holdings Company ("Holdings"), a Pennsylvania limited
partnership, have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X and therefore do not include all of the
information and footnotes required by generally accepted accounting principles
for complete annual financial statements. In the opinion of management, all
adjustments (consisting only of usual recurring adjustments considered necessary
for a fair presentation) are reflected in the condensed consolidated financial
statements. The condensed consolidated balance sheet as of December 31, 2001 is
derived from audited financial statements. The condensed consolidated financial
statements and notes thereto should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2001. The
results of operations for the nine months ended September 29, 2002 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2002.

         All entities and assets owned by Holdings are referred to collectively
as the "Company."  Graham  Packaging  Company, L.P. is referred to as the
"Operating Company."

Derivatives

         On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). Upon adoption of SFAS 133, these interest
rate swaps have been properly designated, documented and accounted for as cash
flow hedges. The effective portion of the change in the fair value of the
interest rate swaps is recorded in OCI and was an unrealized gain of $4.5
million for the nine months ended September 29, 2002. The entire amount
recorded within OCI is expected to be recognized as interest expense in the next
twelve months. Failure to properly document the Company's interest rate swaps as
cash flow hedges would result in income statement recognition of all or part of
the cumulative $8.6 million unrealized loss recorded in OCI as of September 29,
2002.

Goodwill and Other Intangible Assets

         On January 1, 2002, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets." SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company has completed the transitional goodwill
impairment test as of January 1, 2002 and determined that there was no
impairment loss to be recognized upon adoption of SFAS 142. See Note 13.

Long-Lived Assets

         On January 1, 2002, the Company adopted SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.

Reclassifications

         Certain reclassifications have been made to the 2001 financial
statements to conform to the 2002 presentation.




                                       7
<PAGE>



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

New Accounting Pronouncements Not Yet Adopted

         On April 30, 2002, SFAS 145, "Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections" was
approved by the Financial Accounting Standards Board ("FASB"). As a result,
gains and losses from extinguishment of debt should be classified as
extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion 30. The Company is required to implement SFAS 145 on January 1,
2003 and does not believe that adoption of SFAS 145 will have a significant
impact on its results of operations or financial position.

         On July 30, 2002, SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities" was issued by the FASB. This standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not believe that adoption of SFAS 146
will have a significant impact on its results of operations or financial
position.


2. Debt Arrangements

         Long-term debt consisted of the following:
                                                 September 29,  December 31,
                                                     2002          2001
                                                     ----          ----
                                                       (In thousands)
         Term loans ............................. $  514,475    $  526,950
         Revolving loans ........................    150,000       125,000
         Revolving credit facilities ............      2,251         5,111
         Senior Subordinated Notes ..............    225,000       225,000
         Senior Discount Notes ..................    164,067       151,638
         Capital leases .........................     14,732        16,041
         Other ..................................      1,901         2,651
                                                  ----------    ----------
                                                   1,072,426     1,052,391
         Less amounts classified as current .....     32,391        30,585
                                                  ----------    ----------
                                                  $1,040,035    $1,021,806
                                                  ==========    ==========

         On February 2, 1998 the Company refinanced the majority of its existing
credit facilities in connection with the Recapitalization and entered into a
senior credit agreement (the "Senior Credit Agreement") with a consortium of
banks. The Senior Credit Agreement was amended on August 13, 1998 and on March
30, 2000 (the "Amendments"). The Senior Credit Agreement and the Amendments
consist of four term loans to the Operating Company with initial term loan
commitments totaling $570.0 million (the "Term Loans" or "Term Loan
Facilities"), a $155.0 million revolving credit facility (the "Revolving Credit
Facility") and a $100.0 million growth capital revolving credit facility (the
"Growth Capital Revolving Credit Facility" and, together with the Revolving
Credit Facility, the "Revolving Credit Loans"). The unused availability of the
revolving credit facilities under the Senior Credit Agreement and the Amendments
at September 29, 2002 was $100.5 million. The Senior Credit Agreement and
Amendments contain certain affirmative and negative covenants as to the
operations and financial condition of the Company, as well as certain
restrictions on the payment of dividends and other distributions to Holdings. On
September 29, 2002 the Company was in compliance with all covenants.

         Interest paid during the nine months ended September 29, 2002 and
September 30, 2001, net of amounts capitalized, totaled $52.1 million and $68.2
million, respectively.





                                       8
<PAGE>



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


3. Inventories

         Inventories consisted of the following:
                                                 September 29,  December 31,
                                                     2002          2001
                                                     ----          ----
                                                          (In thousands)
         Finished goods.........................  $     40,652  $     43,403
         Raw materials and parts................        17,704        17,073
                                                  ------------  ------------
                                                  $     58,356  $     60,476
                                                  ============  ============

4. Impairment Charges

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

         In 2001, due to operating losses and cash flow deficits experienced in
the Company's Argentine operations and the loss or reduction of business in
Argentina, and the loss or reduction of business at the Sovico, Italy plant, the
Company evaluated the recoverability of its long-lived assets in these
locations. The Company determined that the expected future undiscounted cash
flows were below the carrying value of its long-lived assets. Accordingly, the
Company adjusted the carrying values of these long-lived assets to their
estimated fair values, resulting in impairment charges of $3.7 million related
to the Argentine operations, which includes $3.1 million of goodwill associated
with these assets, and $1.4 million related to the Sovico, Italy plant. These
impairment charges totaled $1.4 million and $5.1 million for the three and nine
months ended September 30, 2001, respectively.


5. Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses included the following:

                                                     September 29, December 31,
                                                         2002         2001
                                                         ----         ----
                                                          (In thousands)
       Accounts payable............................   $  86,487    $  95,749
       Accrued employee compensation and benefits..      23,236       23,930
       Accrued interest............................       6,541       12,361
       Other.......................................      48,282       43,090
                                                      ---------    ---------
                                                      $ 164,546    $ 175,130
                                                      =========    =========

         For the year ended December 31, 2001, the Company incurred costs of
employee termination benefits in Burlington, Canada of $0.9 million, which
included the legal liability of severing 139 employees, and in Bad Bevensen,
Germany of $0.6 million, which included the legal liability of severing 22
employees. The Company terminated 9 of these employees as of December 31, 2001.
The remaining 152 employees were terminated during the nine months ended
September 29, 2002. For the nine months ended September 29, 2002, the Company
incurred costs of employee termination benefits in the United Kingdom of $1.7
million, which included the legal liability of severing 67 employees, and in
Blyes, France of $1.6 million, which included the legal liability of severing 20
employees, all of which were terminated during the nine months ended September
29, 2002. Approximately half of the cash payments for these termination benefits
are expected to be made by December 31, 2002 with the remaining amount expected
to be paid by June 30, 2003. The following table reflects a rollforward of the
reorganization costs, primarily included in accrued employee compensation and
benefits (in thousands):

                                       9
<PAGE>



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


<TABLE>
<CAPTION>
                                        Europe &
                                         North
                                        America     Burlington,   United        Germany       France
                                       Reduction      Canada      Kingdom      Reduction     Reduction
                                        in Force     Shutdown     Shutdown      in Force      in Force    Total
                                        --------     --------     --------      --------      --------    -----
<S>                                     <C>           <C>          <C>           <C>           <C>       <C>
Reserves at December 31, 2001.....      $  407        $  895       $  ---        $  564        $ ---     $ 1,866
(Decrease)/increase in reserves...        (185)           29         1,706          (46)        1,594      3,098
Cash payments.....................        (122)         (877)       (1,629)        (518)          (15)    (3,161)
                                        ------        ------       -------       ------        ------    -------
Reserves at September 29, 2002....      $  100        $   47       $    77       $  ---        $1,579    $ 1,803
                                        ======        ======       =======       ======        ======    =======
</TABLE>


6. Income Taxes

         The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the applicable income or loss is
included in the tax returns of the partners. For the Company's foreign
operations subject to tax in their local jurisdictions, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and are measured
using enacted tax rates expected to apply to taxable income in the years in
which the temporary differences are expected to reverse. During 2002 and 2001,
some of the Company's various taxable entities incurred additional net operating
losses for which no carryforward benefit has been recognized.


7. Acquisitions

Investment in Limited Partnership of PlasPET Florida, Ltd.

         On April 26, 1999 the Company acquired 51% of the operating assets of
PlasPET Florida, Ltd., while becoming the general partner on July 6, 1999, and
on October 9, 2001 acquired the remaining 49%, for a total purchase price
(including acquisition-related costs) of $3.3 million, net of liabilities
assumed. The investment was accounted for under the equity method of accounting
prior to July 6, 1999. The original acquisition was recorded on July 6, 1999
under the purchase method of accounting and, accordingly, the results of
operations of the acquired operations are consolidated in the financial
statements of the Company beginning on July 6, 1999. The purchase price has been
allocated to assets acquired and liabilities assumed based on fair values. The
allocated fair value of assets acquired and liabilities assumed is summarized as
follows (in thousands):

       Current assets .................   $   479
       Property, plant and equipment ..     4,689
       Other assets....................     1,052
       Goodwill .......................     4,032
                                          -------
       Total...........................    10,252
       Less liabilities assumed........     6,906
                                          -------
       Net cost of acquisition.........   $ 3,346
                                          =======


Purchase of additional 1% interest in Masko Graham Joint Venture

         On March 30, 2001 the Company acquired an additional 1% interest in
Masko Graham Joint Venture ("Masko Graham") for a total interest of 51%. The
total purchase price (including acquisition-related costs) for the entire 51%
interest in the operating assets was $1.4 million, net of liabilities assumed.

                                       10
<PAGE>



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


The investment was accounted for under the equity method of accounting prior to
March 30, 2001. The acquisition was recorded on March 30, 2001 under the
purchase method of accounting and, accordingly, the results of operations of
Masko Graham are consolidated in the financial statements of the Company
beginning on March 30, 2001. The purchase price has been allocated to assets
acquired and liabilities assumed based on fair values. The allocated fair value
of assets acquired and liabilities assumed is summarized as follows (in
thousands):


          Current assets ..............   $ 3,743
          Property, plant and equipment     8,210
          Goodwill ....................       954
                                          -------
          Total .......................    12,907
          Less liabilities assumed ....    11,474
                                          -------
          Net cost of acquisition .....   $ 1,433
                                          =======


Pro Forma Information

         The following table sets forth unaudited pro forma results of
operations, assuming that all of the above acquisitions had taken place on
January 1, 2001.


                             Three Months Ended     Nine Months Ended
                             September 30, 2001    September 30, 2001
                             ------------------    ------------------
                                         (In thousands)
         Net sales...........    $ 231,235             $ 716,646
         Net (loss)..........         (306)               (7,775)

         These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional depreciation
expense as a result of a step-up in the basis of fixed assets and increased
interest expense on acquisition debt. They do not purport to be indicative of
the results of operations which actually would have resulted had the
combinations been in effect on January 1, 2001, or of future results of
operations of the combined entities.


8. Rent Expense

         The Company was a party to various leases involving real property and
equipment during the nine months ended September 29, 2002 and September 30,
2001. Total rent expense for operating leases amounted to $5.6 million and $16.9
million for the three and nine months ended September 29, 2002, respectively,
and $5.6 million and $16.3 million for the three and nine months ended September
30, 2001, respectively.


9. Contingencies

         The Company is party to various litigation matters arising in the
ordinary course of business. The ultimate legal and financial liability of the
Company with respect to such litigation cannot be estimated with certainty, but
management believes, based on its examination of such matters, experience to
date and discussions with counsel, that such ultimate liability will not be
material to the business, financial condition or results of operations of the
Company.

         On July 9, 2002, the Company and Graham Engineering amended its
Equipment Sales, Services and License Agreement to, among other things, (i)
limit the Company's existing rights in exchange for a perpetual license in the
event Graham Engineering proposes to sell its rotary extrusion blow molding
equipment business or assets to certain of the Company's significant

                                       11
<PAGE>


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


competitors; (ii) clarify that the Company's exclusivity rights under the
Equipment Sales, Services and License Agreement do not apply to certain new
generations of Graham Engineering equipment; (iii) provide Graham Engineering
certain recourse in the event the Company decides to buy certain high output
extrusion blow molding equipment from any supplier other than Graham
Engineering; and (iv) obligate the Company retroactive to January 1, 2002 and
subject to certain credits and carryforwards, to make payments for products and
services to Graham Engineering in the amount of at least $12.0 million per
calendar year, or else to pay to Graham Engineering a shortfall payment. As of
September 29, 2002 the minimum purchase commitment for 2002 has been met.


10. Condensed Operating Company Data

         Condensed financial data for the Operating Company as of September 29,
2002 and December 31, 2001 was as follows:

                                         September 29,  December 31,
                                             2002          2001
                                             ----          ----
                                               (In thousands)
              Current assets ............. $ 195,172    $ 180,737
              Non-current assets .........   599,567      580,749
              Total assets ...............   794,739      761,486
              Current liabilities ........   196,937      205,715
              Non-current liabilities ....   890,300      886,261
              Partners' capital (deficit).  (292,498)    (330,490)

         Condensed financial data for the Operating Company for the three and
nine months ended September 29, 2002 and September 30, 2001 was as follows:

                         Three Months Ended            Nine Months Ended
                         ------------------            -----------------
                     September 29,  September 30,  September 29,  September 30,
                         2002           2001           2002           2001
                         ----           ----           ----           ----
                                         (In thousands)
Net sales ............ $227,123       $231,235       $695,031       $713,932
Gross profit .........   42,271         39,948        131,640        116,557
Net income ...........    3,319          3,700         28,925          3,792

         Full separate financial statements and other disclosures of the
Operating Company have not been presented. Management has determined that such
financial information is not material to investors.


11. Comprehensive Income (Loss)

         Comprehensive income (loss) for the three and nine months ended
September 29, 2002 and September 30, 2001 was as follows:

<TABLE>
<CAPTION>
                                                                 Three Months Ended              Nine Months Ended
                                                                 ------------------              -----------------
                                                            September 29,   September 30,   September 29,   September 30,
                                                                2002            2001            2002            2001
                                                                ----            ----            ----            ----
                                                                                   (In thousands)
<S>                                                          <C>             <C>             <C>             <C>
Net (loss) income .......................................... $ (1,078)       $   (262)       $ 16,141        $ (7,648)
Cumulative effect of change in accounting for derivatives ..      --              --              --              392
Changes in fair value of derivatives .......................      325          (8,277)          4,520         (14,697)
Additional minimum pension liability .......................       29             --               (6)            --
Cumulative translation adjustment ..........................   (4,616)          4,576           4,666          (8,834)
                                                             --------        --------        --------        --------
Comprehensive income (loss)................................. $ (5,340)       $ (3,963)       $ 25,321        $(30,787)
                                                             ========        ========        ========        ========
</TABLE>

                                       12
<PAGE>


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


12. Segment Information

         The Company is organized and managed on a geographical basis in three
operating segments: North America, which includes the United States, Canada and
Mexico, Europe and South America. Segment information for the three and nine
months ended September 29, 2002 and September 30, 2001, representing the
reportable segments currently utilized by the chief operating decision maker,
was as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   North                    South
                                                                  America      Europe      America    Eliminations      Total
                                                                  -------      ------      -------    -------------     -----
                                                                                                           (b)
<S>                      <C>                                     <C>          <C>          <C>          <C>           <C>
Net sales (a)            Three months ended September 29, 2002   $ 187,746    $ 33,754     $ 5,623                    $ 227,123
                         Three months ended September 30, 2001     187,163      37,571       6,501                      231,235

                         Nine months ended September 29, 2002      570,661     106,787      17,583                      695,031
                         Nine months ended September 30, 2001      575,835     118,554      19,543                      713,932

Special charges and      Three months ended September 29, 2002         ---         ---         ---                          ---
 unusual items           Three months ended September 30, 2001         ---         ---         ---                          ---

                         Nine months ended September 29, 2002          ---         ---         ---                          ---
                         Nine months ended September 30, 2001          147         ---         ---                          147

Operating income         Three months ended September 29, 2002      26,981      (6,452)        637                       21,166
 (loss)                  Three months ended September 30, 2001      26,692      (2,152)        (15)                      24,525

                         Nine months ended September 29, 2002       87,578      (7,885)      1,894                       81,587
                         Nine months ended September 30, 2001       79,139      (6,780)     (3,544)                      68,815

Depreciation and         Three months ended September 29, 2002      16,771       5,611         366                       22,748
 amortization            Three months ended September 30, 2001      14,972       2,451         651                       18,074

                         Nine months ended September 29, 2002       49,779       8,871       1,355                       60,005
                         Nine months ended September 30, 2001       45,320       8,839       2,230                       56,389

Impairment charges       Three months ended September 29, 2002         ---       4,266         ---                        4,266
                         Three months ended September 30, 2001         ---       1,391         ---                        1,391

                         Nine months ended September 29, 2002          ---       4,266         ---                        4,266
                         Nine months ended September 30, 2001          ---       1,391       3,697                        5,088

Interest expense, net    Three months ended September 29, 2002      20,031         108         114                       20,253
                         Three months ended September 30, 2001      23,892         465           6                       24,363

                         Nine months ended September 29, 2002       60,576       1,092         263                       61,931
                         Nine months ended September 30, 2001       74,314         962         293                       75,569

Income tax provision     Three months ended September 29, 2002          11       1,140         227                        1,378
 (benefit)               Three months ended September 30, 2001        (186)        138         254                          206

                         Nine months ended September 29, 2002         (375)      2,044         623                        2,292
                         Nine months ended September 30, 2001         (302)        179         307                          184

Identifiable assets (a)  As of September 29, 2002                  895,319     143,841      17,155      (264,857)       791,458
                         As of December 31, 2001                   842,888     144,106      27,935      (256,368)       758,561

Capital expenditures,    Nine months ended September 29, 2002       63,616       5,366       1,304           (27)        70,259
 excluding acquisitions  Nine months ended September 30, 2001       43,344      18,215         985                       62,544
</TABLE>





                                       13
<PAGE>


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


(a)  The Company's net sales for Europe include sales in France which totaled
     approximately $17.5 million and $21.1 million for the three months ended
     September 29, 2002 and September 30, 2001, respectively, and $57.0
     million and $74.2 million for the nine months ended September 29, 2002
     and September 30, 2001, respectively.  Identifiable assets in France
     totaled approximately $87.7 million and $82.8 million as of September 29,
     2002 and December 31, 2001, respectively.

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

Product Net Sales Information

         The following is supplemental information on net sales by product
category (in millions):


<TABLE>
<CAPTION>
                                 Three Months Ended                Nine Months Ended
                                 ------------------                -----------------
                             September 29,  September 30,     September 29,  September 30,
                                 2002           2001              2002           2001
                                 ----           ----              ----           ----
<S>                            <C>            <C>               <C>            <C>
Food and Beverage ...........  $ 128.5        $ 128.0           $ 397.9        $ 398.0
Household and Personal Care..     47.3           51.8             143.1          158.5
Automotive Lubricants .......     51.3           51.4             154.0          157.4
                               -------        -------           -------        -------
Total Net Sales .............  $ 227.1        $ 231.2           $ 695.0        $ 713.9
                               =======        =======           =======        =======
</TABLE>


13.  Goodwill

         Effective January 1, 2002 the Company adopted SFAS 142. Therefore, the
Company has ceased to amortize goodwill beginning January 1, 2002.

         SFAS 142 provides that prior year's results should not be restated. The
following table presents the Company's operating results for the three and nine
months ended September 30, 2001 reflecting the exclusion of goodwill
amortization expense in fiscal 2001.

                               Three Months Ended    Nine Months Ended
                               September 30, 2001    September 30, 2001
                               ------------------    ------------------
                                            (In thousands)

 Net (loss) as reported ......     $(262)                $(7,648)
 Goodwill amortization .......       229                     788
                                   -----                 -------

 As adjusted .................     $ (33)                $(6,860)
                                   =====                 =======


14. Postponed Equity Offering and Concurrent Transactions

         During the three months ended June 30, 2002, the Company announced that
it was pursuing an initial public equity offering. In connection with the
offering, the Company planned to effect an internal reorganization in which GPC
Capital Corp. II, a wholly-owned subsidiary of Holdings, 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,


                                       14
<PAGE>



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


announced their proposed offering of $100.0 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 $169.0 million aggregate
principal amount of Senior Discount Notes due 2009 co-issued by it and Holdings.
On July 23, 2002 the Company 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, the Company also postponed the proposed senior subordinated notes
offering and GPC Capital Corp. II terminated its tender offer and consent
solicitation. For the three months ended September 29, 2002 costs incurred for
the equity offering and concurrent transactions of $2.6 million were expensed to
selling, general, and administrative expenses.

























































                                       15
<PAGE>



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


         CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

         All statements other than statements of historical facts included in
this Report on Form 10-Q, including statements regarding the Company's future
financial position, economic performance and results of operations, as well as
the Company's business strategy, budgets and projected costs and plans and
objectives of management for future operations, and the information referred to
under "Quantitative and Qualitative Disclosures About Market Risk" (Part I, Item
3), are forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "intend," "estimate," "anticipate," "believe," or
"continue" or 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. Important factors that
could cause actual results to differ materially from the Company's expectations
include, without limitation, the Company's exposure to fluctuations in resin
prices and its dependence on resin supplies, competition in the Company's
markets, including the impact of possible new technologies, the high degree of
leverage and substantial debt service obligations of the Operating Company and
Holdings, the restrictive covenants contained in instruments governing
indebtedness of the Company, a decline in the domestic motor oil business, risks
associated with the Company's international operations, the Company's dependence
on significant customers and the risk that customers will not purchase the
Company's products in the amounts expected by the Company under their
requirements contracts, the Company's dependence on key management and its labor
force and the material adverse effect that could result from the loss of their
services, risks associated with environmental regulation, risks associated with
possible future acquisitions and the possibility that the Company may not be
able to achieve success in developing and expanding its business, including its
hot-fill PET (as hereinafter defined) plastic container business. See "Business
- Certain Risks of the Business" in Holdings' Annual Report on Form 10-K for the
fiscal year ended December 31, 2001. All forward-looking statements attributable
to the Company, or persons acting on its behalf, are expressly qualified in
their entirety by the cautionary statements set forth in this paragraph.


Overview

         The Company is a worldwide leader in the design, manufacture and sale
of customized blow molded plastic containers for the branded food and beverage,
household and personal care and automotive lubricants markets and currently
operates 57 plants throughout North America, Europe and South America. The
Company's primary strategy is to operate in select markets that will position it
to benefit from the growing conversion to high performance plastic packaging
from more commodity packaging.

         Management believes that critical success factors to the Company's
business are its ability to:

         o   serve the complex  packaging  demands of its customers  which
             include some of the world's largest  branded  consumer  products
             companies;

         o   forecast trends in the packaging industry across product lines and
             geographic territories (including those specific to the rapid
             conversion of packaging products from glass, metal and paper to
             plastic); and

         o   make the correct investments in plant and technology necessary to
             satisfy the two factors mentioned above.








                                       16
<PAGE>



         Management believes that the area with the greatest opportunity for
growth continues to be in producing containers for the food and beverage market
because of the continued conversion to plastic packaging, including the demand
for containers for juices, juice drinks, nutritional beverages, sport drinks,
teas, yogurt drinks, snacks and other food products. Since the beginning of
1997, the Company has invested over $260.0 million in capital expenditures to
expand its technology, machinery and plant structure to prepare for what it
believed would be the growth in the hot-fill PET area. For the year ended
December 31, 2001 the Company's sales of hot-fill PET containers grew to $328.2
million from $70.2 million in 1996. More recently, the Company has been a
leading participant in the rapid growth of the yogurt drinks market where the
Company manufactures containers using polyolefin. Since the beginning of 1999,
the Company has invested over $120.0 million in capital expenditures in the
polyolefin area of the food and beverage market. For the year ended December 31,
2001, the Company's sales of polyolefin containers grew to $160.5 million from
$117.7 million in 1999.

         Excluding business impacted by the European restructuring, the
Company's household and personal care container business continues to grow, as
package conversion trends continue from other packaging forms in some of its
product lines. The Company continues to benefit as liquid fabric care
detergents, which are packaged in plastic containers, capture an increased share
from powdered detergents, which are predominantly packaged in paper-based
containers. The Company has upgraded its machinery to new larger, more
productive blow molders to standardize production lines, improve flexibility and
reduce manufacturing costs.

         The Company's North American one quart motor oil container business is
in a mature industry. The Company has been able to partially offset pricing
pressures when renewing or extending contracts with customers by improving
manufacturing efficiencies, line speeds, labor efficiency and inventory
management and reducing container weight and material spoilage. Unit volume in
the one quart motor oil industry decreased approximately 3% in 2001 as compared
to 2000; annual volumes declined an average of approximately 1% to 2% in prior
years.  Management believes that the domestic one quart motor oil container
business will continue to decline approximately 1% to 2% annually for the next
several years but believes there are significant volume opportunities for
automotive lubricants business in foreign countries, particularly in South
America. The Company was recently awarded 100% of Pennzoil-Quaker State's
United States one quart volume requirements. This award includes supplying from
a facility on-site with Pennzoil-Quaker State in Newell, West Virginia.
ExxonMobil also awarded the Company 100% of its one quart volume requirements
for one of its United States filling plants, located in Port Allen, Louisiana.
ExxonMobil was not a United States customer prior to this award.

         Following its strategy to expand and restructure the business in
selected international areas, the Company currently operates 22 facilities,
either on its own or through joint ventures, in Argentina, Belgium, Brazil,
Canada, France, Germany, Hungary, Mexico, Poland, Spain and Turkey.

         For the nine months ended September 29, 2002, approximately 83% of the
Company's net sales were generated by the top twenty customers, the majority of
which are under long-term contracts with terms up to ten years; the remainder of
which are customers with whom the Company has been doing business for over 13
years on average. Prices under these arrangements are typically tied to market
standards and, therefore, vary with market conditions. In general, the contracts
are requirements contracts that do not obligate the customer to purchase any
given amount of product from the Company. The Company had sales to one customer
which exceeded 10.0% of total sales in each of the nine months ended September
29, 2002 and September 30, 2001. The Company's sales to this customer were 17.5%
and 18.7% for the nine months ended September 29, 2002 and September 30, 2001,
respectively. For the nine months ended September 29, 2002, approximately 100%
of the sales to this customer were made in North America.

         Based on industry data, the following table summarizes average market
prices per pound of polyethylene terephthalate, or PET, and high-density
polyethylene, or HDPE, resins in North America over the three and nine months
ended September 2002 and 2001:





                                       17
<PAGE>



               Three Months Ended September      Nine Months Ended September
               ----------------------------      ---------------------------
                  2002              2001           2002               2001
                  ----              ----           ----               ----

PET...........   $ 0.59            $ 0.68         $ 0.59             $ 0.67

HDPE..........     0.44              0.40           0.40               0.45

         In general, the Company's dollar gross profit is substantially
unaffected by fluctuations in the prices of PET and HDPE resins, the primary raw
materials for the Company's products, because industry practice and the
Company's agreements with its customers permit substantially all resin price
changes to be passed through to customers by means of corresponding changes in
product pricing. Consequently, the Company believes that cost of goods sold, as
well as certain other expense items, should not be analyzed solely on a
percentage of net sales basis. A sustained increase in resin prices, to the
extent that those costs are not passed on to the end-consumer, would make
plastic containers less economical for the Company's customers, and could result
in a slower pace of conversions to plastic containers.

         The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the distributive share of the
applicable income or loss is included in the tax returns of its partners. The
Company may make tax distributions to its partners to reimburse them for such
tax obligations, if any. The Company's foreign operations are subject to tax in
their local jurisdictions. Most of these entities have historically incurred net
operating losses.


Results of Operations

         The following tables set forth the major components of the Company's
net sales (in millions) and such net sales expressed as a percentage of total
revenues:

<TABLE>
<CAPTION>
                          Three Months Ended                 Nine Months Ended
                          ------------------                 -----------------
                     September 29,    September 30,      September 29,    September 30,
                         2002             2001               2002             2001
                         ----             ----               ----             ----
<S>                 <C>      <C>     <C>      <C>       <C>      <C>     <C>      <C>
North America ...   $ 187.7   82.6%  $ 187.2   81.0%    $ 570.6   82.1%  $ 575.8   80.7%
Europe ..........      33.8   14.9      37.5   16.2       106.8   15.4     118.6   16.6
South America ...       5.6    2.5       6.5    2.8        17.6    2.5      19.5    2.7
                    -------  -----   -------  -----     -------  -----   -------  -----
Total Net Sales..   $ 227.1  100.0%  $ 231.2  100.0%    $ 695.0  100.0%  $ 713.9  100.0%
                    =======  =====   =======  =====     =======  =====   =======  =====
</TABLE>


<TABLE>
<CAPTION>
                                       Three Months Ended                  Nine Months Ended
                                       ------------------                  -----------------
                                  September 29,    September 30,      September 29,    September 30,
                                      2002             2001               2002             2001
                                      ----             ----               ----             ----
<S>                              <C>      <C>     <C>      <C>       <C>      <C>     <C>      <C>
Food and Beverage.............   $ 128.5   56.6%  $ 128.0   55.4%    $ 397.9   57.2%  $ 398.0   55.8%
Household and Personal Care...      47.3   20.8      51.8   22.4       143.1   20.6     158.5   22.2
Automotive Lubricants.........      51.3   22.6      51.4   22.2       154.0   22.2     157.4   22.0
                                 -------  -----   -------  -----     -------  -----   -------  -----
Total Net Sales...............   $ 227.1  100.0%  $ 231.2  100.0%    $ 695.0  100.0%  $ 713.9  100.0%
                                 =======  =====   =======  =====     =======  =====   =======  =====
</TABLE>





                                       18
<PAGE>



Three Months Ended September 29, 2002 Compared to Three Months Ended September
30, 2001

Net Sales. Net sales for the three months ended September 29, 2002 decreased
$4.1 million or 1.8% to $227.1 million from $231.2 million for the three months
ended September 30, 2001. The decrease in sales was primarily due to the
Company's restructuring process in Europe, which includes the sale or closing of
six non-strategic locations of which four locations have already been sold or
closed, partially offset by a 6.4% increase in units sold, principally due to
additional food and beverage container business where units increased by 10.7%.
Excluding business impacted by the European restructuring, sales for the three
months ended September 29, 2002 would have increased approximately 3% as
compared to the sales for the three months ended September 30, 2001 and unit
volume would have increased approximately 13%. On a geographic basis, sales for
the three months ended September 29, 2002 in North America increased $0.5
million or 0.3% from the three months ended September 30, 2001 and included
higher units sold of 8.2%. North American sales in the household and personal
care business and the automotive lubricants business contributed $1.8 million
and $0.7 million, respectively, to the increase, while sales in the food and
beverage business decreased $2.0 million. Units sold in North America increased
by 9.1% in the food and beverage business, 8.6% in the household and personal
care business and 6.5% in the automotive lubricants business. Sales for the
three months ended September 29, 2002 in Europe decreased $3.7 million or 9.9%
from the three months ended September 30, 2001. The decrease in sales is mainly
due to the European restructuring. Overall, the European sales reflected a 3.0%
increase in units sold. Exchange rate changes increased sales by approximately
$2.8 million. Excluding business impacted by the European restructuring, sales
in Europe for the three months ended September 29, 2002 would have increased
$7.3 million compared to sales for the three months ended September 30, 2001 and
unit volume in Europe would have increased approximately 24% compared to the
same period last year. Sales in South America for the three months ended
September 29, 2002 decreased $0.9 million or 13.8% from the three months ended
September 30, 2001, primarily due to exchange rate changes of approximately $3.2
million, offset by an overall increase in units sold of 10.6%.

Gross Profit. Gross profit for the three months ended September 29, 2002
increased $2.4 million to $42.3 million from $39.9 million for the three months
ended September 30, 2001. Gross profit for the three months ended September 29,
2002 increased $4.1 million in North America and $0.2 million in South America,
while Europe reflected a decrease of $1.9 million, when compared to the three
months ended September 30, 2001. The increase in gross profit resulted primarily
from the higher unit volume and operating performance in North America and South
America, combined with the restructuring process in Europe, offset by the loss
incurred on the disposal of the Blyes, France operations which was approximately
$4.0 million for the three months ended September 29, 2002, as compared to the
prior year.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the three months ended September 29, 2002 increased $2.8 million to
$16.8 million from $14.0 million for the three months ended September 30, 2001.
The increase in 2002 selling, general and administrative expenses was primarily
due to an increase in certain non-recurring charges, which were $3.4 million and
$0.3 million for the three months ended September 29, 2002 and September 30,
2001, respectively, comprised primarily of costs related to the postponed equity
offering and concurrent transactions ($2.6 million) and global reorganization
costs ($0.8 million) for the three months ended September 29, 2002 and global
reorganization costs ($0.3 million) for the three months ended September 30,
2001. As a percent of sales, selling, general and administrative expenses
remained at 5.9% of sales for each of the three months ended September 29, 2002
and the three months ended September 30, 2001, excluding non-recurring charges,
and increased to 7.4% of sales for the three months ended September 29, 2002
from 6.1% for the three months ended September 30, 2001, including non-recurring
charges.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. For these assets to be disposed of, the Company adjusted the carrying
values of these assets in Germany to the lower of their carrying values or their
estimated fair values less costs to sell, resulting in an impairment charge of
$4.3 million for the three months ended September 29, 2002. In 2001, due to the




                                       19
<PAGE>



loss or reduction of business at the Sovico, Italy plant, the Company evaluated
the recoverability of its long-lived assets in this location. The Company
determined that the expected future undiscounted cash flows were below the
carrying value of its long-lived assets. Accordingly, the Company adjusted the
carrying values of these long-lived assets to their estimated fair values,
resulting in an impairment charge of $1.4 million for the three months ended
September 30, 2001.

Interest Expense, Net. Interest expense, net decreased $4.1 million to $20.3
million for the three months ended September 29, 2002 from $24.4 million for the
three months ended September 30, 2001. The decrease was primarily related to
lower interest rates for the three months ended September 29, 2002 as compared
to the three months ended September 30, 2001. Interest expense, net includes
$4.3 million and $3.9 million of interest on the Senior Discount Notes for the
three months ended September 29, 2002 and September 30, 2001, respectively.

Other Expense. Other expense was $0.2 million for the three months ended
September 29, 2002 as compared to other expense of $0.0 million for the three
months ended September 30, 2001. The higher expense was primarily due to a
higher foreign exchange loss in the three months ended September 29, 2002 as
compared to the three months ended September 30, 2001.

Income Tax Provision. Income tax provision increased $1.2 million to $1.4
million for the three months ended September 29, 2002 from $0.2 million for the
three months ended September 30, 2001. The increase was primarily related to
increased taxable earnings in certain of the Company's European subsidiaries for
the three months ended September 29, 2002 as compared to the three months ended
September 30, 2001.

Net (Loss) Income. Primarily as a result of factors discussed above, net loss
was $1.1 million for the three months ended September 29, 2002 compared to a net
loss of $0.3 million for the three months ended September 30, 2001.

Adjusted EBITDA. Primarily as a result of factors discussed above, Adjusted
EBITDA (as hereinafter defined) increased $7.2 million or 16.4% to $51.0 million
for the three months ended September 29, 2002 from $43.8 million for the three
months ended September 30, 2001.


Nine Months Ended September 29, 2002 Compared to Nine Months Ended September
30, 2001

Net Sales. Net sales for the nine months ended September 29, 2002 decreased
$18.9 million or 2.6% to $695.0 million from $713.9 million for the nine months
ended September 30, 2001. The decrease in sales was primarily due to a decrease
in resin pricing combined with the Company's restructuring process in Europe,
which includes the sale or closing of six non-strategic locations of which four
locations have already been sold or closed, partially offset by a 7.0% increase
in units sold, principally due to additional food and beverage container
business where units increased by 10.6%. Excluding business impacted by the
European restructuring, sales for the nine months ended September 29, 2002 would
have increased approximately 1% compared to the sales for the nine months ended
September 30, 2001 and unit volume would have increased approximately 13%. On a
geographic basis, sales for the nine months ended September 29, 2002 in North
America decreased $5.2 million or 0.9% from the nine months ended September 30,
2001 but included higher units sold of 7.8%. North American sales in the food
and beverage business, the household and personal care business and the
automotive lubricants business decreased $0.3 million, $2.7 million and $2.2
million, respectively. Units sold in North America increased by 9.9% in the food
and beverage business, 5.3% in the household and personal care business and 5.2%
in the automotive lubricants business. Sales for the nine months ended September
29, 2002 in Europe decreased $11.8 million or 9.9% from the nine months ended
September 30, 2001. The decrease in sales is mainly due to the European
restructuring. Overall, the European sales reflected a 6.3% increase in units
sold. Exchange rate changes increased sales by approximately $2.5 million.
Excluding business impacted by the European restructuring, sales in Europe for
the nine months ended September 29, 2002 would have increased approximately
$16.0 million compared to sales for the nine months ended September 30, 2001 and
unit volume in Europe would have increased approximately 27% compared to the
same period last year. Sales in South America for the nine months ended
September 29, 2002 decreased $1.9



                                       20
<PAGE>



million or 9.7% from the nine months ended September 30, 2001, primarily due to
unfavorable exchange rate changes of approximately $6.8 million and a decrease
in units sold of 1.8%, partially offset by increased pricing principally due to
a pass through of increased costs.

Gross Profit. Gross profit for the nine months ended September 29, 2002
increased $15.0 million to $131.6 million from $116.6 million for the nine
months ended September 30, 2001. Gross profit for the nine months ended
September 29, 2002 increased $13.6 million in North America, $1.0 million in
Europe and $0.4 million in South America, when compared to the nine months ended
September 30, 2001. The increase in gross profit resulted primarily from the
higher unit volume and improved operating performance in North America, the
restructuring process in Europe, offset by the loss incurred on the disposal of
the Blyes, France operations which was approximately $4.0 million for the nine
months ended September 29, 2002, and improved operating performance in South
America, as compared to the prior year.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the nine months ended September 29, 2002 increased $3.3 million to
$45.8 million from $42.5 million for the nine months ended September 30, 2001.
The increase in 2002 selling, general and administrative expenses was primarily
due to an increase in certain non-recurring charges, which were $4.5 million and
$1.1 million for the nine months ended September 29, 2002 and September 30,
2001, respectively, comprised primarily of costs related to the postponed equity
offering and concurrent transactions ($2.6 million) and global reorganization
costs ($1.9 million) for the nine months ended September 29, 2002 and global
reorganization costs ($0.9 million) for the nine months ended September 30,
2001. As a percent of sales, selling, general and administrative expenses
increased to 5.9% of sales for the nine months ended September 29, 2002 from
5.8% for the nine months ended September 30, 2001, excluding non-recurring
charges, and increased to 6.6% of sales for the nine months ended September 29,
2002 from 6.0% for the nine months ended September 30, 2001, including
non-recurring charges.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. For these assets to be disposed of, the Company adjusted the carrying
values of these assets in Germany to the lower of their carrying values or their
estimated fair values less costs to sell, resulting in an impairment charge of
$4.3 million for the nine months ended September 29, 2002. In 2001, due to
operating losses and cash flow deficits experienced in the Company's Argentine
operations and the loss or reduction of business in Argentina, and the loss or
reduction of business at the Sovico, Italy plant, the Company evaluated the
recoverability of its long-lived assets in these locations. The Company
determined that the expected future undiscounted cash flows were below the
carrying value of its long-lived assets. Accordingly, the Company adjusted the
carrying values of these long-lived assets to their estimated fair values,
resulting in impairment charges of $3.7 million related to the Argentine
operations, which includes $3.1 million of goodwill associated with these
assets, and $1.4 million related to the Sovico, Italy plant for the nine months
ended September 30, 2001.

Interest Expense, Net. Interest expense, net decreased $13.7 million to $61.9
million for the nine months ended September 29, 2002 from $75.6 million for the
nine months ended September 30, 2001. The decrease was primarily related to
lower interest rates for the nine months ended September 29, 2002 as compared to
the nine months ended September 30, 2001. Interest expense, net includes $12.4
million and $11.1 million of interest on the Senior Discount Notes for the nine
months ended September 29, 2002 and September 30, 2001, respectively.

Other Expense. Other expense was $0.2 million for the nine months ended
September 29, 2002 as compared to other expense of $0.4 million for the nine
months ended September 30, 2001. The lower expense was primarily due to a lower
equity loss in the nine months ended September 29, 2002 as compared to the nine
months ended September 30, 2001.

Income Tax Provision. Income tax provision increased $2.1 million to $2.3
million for the nine months ended September 29, 2002 from $0.2 million for the
nine months ended September 30, 2001. The increase was primarily related to
increased taxable earnings in certain of the Company's European subsidiaries for
the nine months ended September 29, 2002 as compared to the nine months ended
September 30, 2001.



                                       21
<PAGE>



Net (Loss) Income. Primarily as a result of factors discussed above, net income
was $16.1 million for the nine months ended September 29, 2002 compared to a net
loss of $7.6 million for the nine months ended September 30, 2001.

Adjusted EBITDA. Primarily as a result of factors discussed above, Adjusted
EBITDA (as hereinafter defined) increased $23.2 million or 17.8% to $153.4
million for the nine months ended September 29, 2002 from $130.2 million for the
nine months ended September 30, 2001.


Effect of Changes in Exchange Rates

         In general, the Company's results of operations are affected by changes
in foreign exchange rates. Subject to market conditions, the Company prices its
products in its foreign operations in local currencies. As a result, a decline
in the value of the United States dollar relative to these other currencies can
have a favorable effect on the profitability of the Company, and an increase in
the value of the United States dollar relative to these other currencies can
have a negative effect on the profitability of the Company. Exchange rate
fluctuations increased comprehensive loss by $4.6 million and decreased
comprehensive loss by $4.6 million for the three months ended September 29, 2002
and September 30, 2001, respectively, and increased comprehensive income by $4.7
million and increased comprehensive loss by $8.8 million for the nine months
ended September 29, 2002 and September 30, 2001, respectively.


Derivatives

         On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). Upon adoption of SFAS 133, these interest
rate swaps have been properly designated, documented and accounted for as cash
flow hedges. The effective portion of the change in the fair value of the
interest rate swaps is recorded in OCI and was an unrealized gain of $4.5
million for the nine months ended September 29, 2002. The entire amount
recorded within OCI is expected to be recognized as interest expense in the next
twelve months. Failure to properly document the Company's interest rate swaps as
cash flow hedges would result in income statement recognition of all or part of
the cumulative $8.6 million unrealized loss recorded in OCI as of September 29,
2002.


Liquidity and Capital Resources

         In the nine months ended September 29, 2002, the Company funded,
through its various borrowing arrangements and operating activities, $74.4
million of investing activities, consisting of $70.3 million of capital
expenditures and $4.1 million of net expenditures for the sales of businesses.

         The Company's Senior Credit Agreement, entered into as part of the
Company's 1998 Recapitalization, currently consists of four term loans to the
Operating Company with initial term loan commitments totaling $570.0 million and
two revolving loan facilities to the Operating Company totaling $255.0 million.
Unused availability of the revolving credit facilities under the Senior Credit
Agreement at September 29, 2002 is $100.5 million, $90.5 million of which is
under the Revolving Credit Facility and $10.0 million of which is under the
Growth Capital Revolving Credit Facility. 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 Company expects to fund scheduled debt repayments
from cash from operations and unused lines of credit. The revolving loan
facilities expire on January 31, 2004.




                                       22
<PAGE>



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

         The Recapitalization also included the issuance of $225.0 million of
Senior Subordinated Notes due 2008 and the issuance of $169.0 million aggregate
principal amount at maturity of Senior Discount Notes due 2009 which yielded
gross proceeds of $100.6 million. At September 29, 2002, the aggregate accreted
value of the Senior Discount Notes was $164.1 million. The Senior Subordinated
Notes are unconditionally guaranteed on a senior subordinated basis by Holdings
and mature on January 15, 2008, with interest payable on $150.0 million at a
fixed rate of 8.75% and with interest payable on $75.0 million at LIBOR plus
3.625%. The Senior Discount Notes mature on January 15, 2009, with cash interest
payable semi-annually beginning July 15, 2003 at 10.75%. The effective interest
rate to maturity on the Senior Discount Notes is 10.75%. At September 29, 2002,
the Company's total indebtedness was $1,072.4 million.

           An equity contribution of $50.0 million was made by the Company's
owners to the Company on September 29, 2000, satisfying Blackstone's first
capital call obligation under the Senior Credit Agreement and Capital Call
Agreement. As part of the second amendment to the Senior Credit Agreement, if
certain events of default were to occur, or if the Company's Net Leverage Ratio
were above certain levels for test periods beginning June 30, 2001, Blackstone
agreed to make an additional equity contribution to the Company through the
administrative agent of up to $50.0 million. An additional equity contribution
of $50.0 million was made by the Company's owners on March 29, 2001, fully
satisfying Blackstone's final obligation under the Capital Call Agreement dated
as of August 13, 1998, as amended on March 29, 2000. The Company used the
proceeds of the Capital Calls to reduce its outstanding Revolving Credit Loans.

         As market conditions warrant, the Company and its major equityholders,
including Blackstone Capital Partners III Merchant Banking Fund L.P. and its
affiliates, may from time to time repurchase debt securities issued by the
Company, in privately negotiated or open market transactions, by tender offer or
otherwise.

         Adjusted EBITDA is not intended to represent cash flow from operations
as defined by generally accepted accounting principles and should not be used as
an alternative to net income as an indicator of operating performance or to cash
flow as a measure of liquidity. Adjusted EBITDA is defined in the Senior Credit
Agreement and Indentures as earnings before minority interest, extraordinary
items, interest expense, interest income, income taxes, depreciation and
amortization expense, impairment charges, the ongoing $1.0 million per year fee
paid pursuant to the Blackstone monitoring agreement, non-cash equity income in
earnings of joint ventures, other non-cash charges, Recapitalization expenses,
special charges and unusual items and certain non-recurring charges. Adjusted
EBITDA is included because covenants in the Company's debt agreements are tied
to ratios based on that measure. While Adjusted EBITDA and similar measures are
frequently used as measures of operations and the ability to meet debt service
requirements, these terms are not necessarily comparable to other similarly
titled captions of other companies due to the potential inconsistencies in the
method of calculation. Adjusted EBITDA is calculated as follows:


















                                       23
<PAGE>



<TABLE>
<CAPTION>
                                                                             Three Months Ended             Nine Months Ended
                                                                             ------------------             -----------------
                                                                         September 29,  September 30,  September 29,  September 30,
                                                                             2002           2001           2002           2001
                                                                             ----           ----           ----           ----
                                                                                               (In millions)
<S>                                                                        <C>            <C>            <C>           <C>
Net (loss) income........................................................  $  (1.1)       $  (0.3)       $  16.1       $  (7.6)
Interest expense, net....................................................     20.3           24.4           61.9          75.6
Income tax expense.......................................................      1.4            0.2            2.3           0.2
Depreciation and amortization............................................     21.6           17.0           56.6          52.9
Impairment charges.......................................................      4.3            1.4            4.3           5.1
Fees paid pursuant to the Blackstone monitoring agreement................      0.2            0.2            0.7           0.7
Equity in loss of joint venture..........................................      ---            ---            ---           0.2
Minority interest........................................................      0.4            0.2            1.0           0.3
Special charges and unusual items/certain non-recurring charges (1)(2)...      3.9            0.7           10.5           2.8
                                                                           -------        -------        -------       -------
Adjusted EBITDA .........................................................  $  51.0        $  43.8        $ 153.4       $ 130.2
                                                                           =======        =======        =======       =======
</TABLE>


     (1)  The three and nine months ended September 29, 2002 include costs
          related to the postponed equity offering and concurrent transactions
          ($2.6 million in each period), global reorganization costs ($1.3
          million and $7.8 million, respectively) and other costs ($0.0 million
          and $0.1 million, respectively). The three and nine months ended
          September 30, 2001 include special charges and unusual items related
          to compensation costs incurred in connection with the Recapitalization
          ($0.0 million and $0.1 million, respectively), global reorganization
          costs ($0.7 million and $2.5 million, respectively) and other costs
          ($0.0 million and $0.2 million, respectively). For the fiscal year
          2002, the Company expects special charges and unusual items/certain
          non-recurring charges to include charges related to global
          reorganization matters of $17.0 million.

     (2)  Does not include project startup costs, which are treated as
          non-recurring in accordance with the definition of EBITDA under the
          Senior Credit Agreement. These startup costs were $1.6 million and
          $0.8 million for the three months ended September 29, 2002 and
          September 30, 2001, respectively, and $3.6 million and $3.7 million
          for the nine months ended September 29, 2002 and September 30, 2001,
          respectively.


         Management believes that capital investment to maintain and upgrade
property, plant and equipment is important to remain competitive. Management
estimates that the annual capital expenditures required to maintain the
Company's current facilities are currently approximately $30.0 million per year.
Additional capital expenditures beyond this amount will be required to expand
capacity. Capital expenditures for the nine months ended September 29, 2002 were
$70.3 million. For the fiscal year 2002, the Company expects to incur
approximately $110.0 million of capital expenditures and for the fiscal year
2003, the Company expects to incur approximately $130.0 million of capital
expenditures. However, total capital expenditures will depend on the size and
timing of growth related opportunities. The Company's principal sources of cash
to fund capital requirements will be net cash provided by operating activities
and borrowings under the Senior Credit Agreement.

         On July 9, 2002, the Company and Graham Engineering amended its
Equipment Sales, Services and License Agreement to, among other things, (i)
limit the Company's existing rights in exchange for a perpetual license in the
event Graham Engineering proposes to sell its rotary extrusion blow molding
equipment business or assets to certain of the Company's significant
competitors; (ii) clarify that the Company's exclusivity rights under the
Equipment Sales, Services and License Agreement do not apply to certain new
generations of Graham Engineering equipment; (iii) provide Graham Engineering
certain recourse in the event the Company decides to buy certain high output




                                       24
<PAGE>



extrusion blow molding equipment from any supplier other than Graham
Engineering; and (iv) obligate the Company retroactive to January 1, 2002 and
subject to certain credits and carryforwards, to make payments for products and
services to Graham Engineering in the amount of at least $12.0 million per
calendar year, or else to pay to Graham Engineering a shortfall payment. As of
September 29, 2002 the minimum purchase commitment for 2002 has been met.


         Under the Senior Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends or other distributions to Holdings;
provided that, subject to certain limitations, the Operating Company may pay
dividends or other distributions to Holdings:
         o  in respect of overhead, tax liabilities, legal, accounting and
            other professional fees and expenses;
         o  to fund purchases and redemptions of equity interests of Holdings
            or BMP/Graham Holdings Corporation held by then present or former
            officers or employees of Holdings, the Operating Company or their
            subsidiaries or by any employee stock ownership plan upon that
            person's death, disability, retirement or termination of
            employment or other circumstances with annual dollar limitations;
            and
         o  to finance, starting on July 15, 2003, the payment of cash interest
            payments on the Senior Discount Notes.


New Accounting Pronouncements

         On January 1, 2002, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets." SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company has completed the transitional goodwill
impairment test as of January 1, 2002 and determined that there was no
impairment loss to be recognized upon adoption of SFAS 142.

         On January 1, 2002, the Company adopted SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.

         On April 30, 2002, SFAS 145, "Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections" was
approved by the Financial Accounting Standards Board ("FASB"). As a result,
gains and losses from extinguishment of debt should be classified as
extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion 30. The Company is required to implement SFAS 145 on January 1,
2003 and does not believe that adoption of SFAS 145 will have a significant
impact on its results of operations or financial position.

         On July 30, 2002, SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities" was issued by the FASB. This standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not believe that adoption of SFAS 146
will have a significant impact on its results of operations or financial
position.











                                       25
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk


         See the information set forth in Item 7A of Holdings' Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 for complete quantitative
and qualitative disclosures about market risk. The following table provides
disclosure as of September 29, 2002 for financial instruments that have
experienced material changes in fair value since December 31, 2001.


<TABLE>
<CAPTION>

                         Expected Maturity Date of Interest Rate Swap Agreements at September 29, 2002   Fair Value
                                                     (Dollars in thousands)                             September 29,
                         -----------------------------------------------------------------------------
                            2002       2003       2004       2005       2006     Thereafter     Total       2002
                            ----       ----       ----       ----       ----     ----------     -----       ----
                                                                                                        (In thousands)
Derivatives matched
<S>                         <C>      <C>          <C>        <C>        <C>       <C>          <C>        <C>
  against liabilities:       --      $300,000      --         --         --          --        $300,000   $ (8,625)
Pay fixed swaps
  Pay rate                   --       5.25%        --         --         --          --          5.25%
  Receive rate               --       1.67%        --         --         --          --          1.67%
</TABLE>















































                                       26
<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 Holdings would be made
             known to them by others within the company.


        (b)  Changes in Internal Controls

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
















































                                       27
<PAGE>



                           PART II          OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              Exhibit 2.1  General Agreement by and between ARCC Holdings BV
                           and Graham Packaging Europe SNC and Graham Packaging
                           France, S.A.S. (incorporated herein by reference to
                           Exhibit 2.1 to the Current Report on Form 8-K dated
                           July 31, 2002 (File no. 333-53603-03)).


        (b)   Reports on Form 8-K

              During the quarter ended September 29, 2002 the Company filed a
              Report on Form 8-K dated July 31, 2002 to report the disposition
              of certain assets and liabilities related to the Company's plant
              located in Blyes, France.





















































                                       28
<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


                              GRAHAM PACKAGING HOLDINGS COMPANY
                              (Registrant)

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


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
















































                                       29
<PAGE>




                                  CERTIFICATION

    I, Philip R. Yates, certify that:
       1)  I have reviewed this quarterly report on Form 10-Q of Graham
           Packaging Holdings Company;
       2)  Based on my knowledge, this 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,
               including its consolidated subsidiaries, 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
                                         Chief Executive Officer












                                       30
<PAGE>



                                  CERTIFICATION

    I, John E. Hamilton, certify that:
       1)  I have reviewed this quarterly report on Form 10-Q of Graham
           Packaging Holdings Company;
       2)  Based on my knowledge, this 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, including
               its consolidated subsidiaries, 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
                                         Chief Financial Officer














                                       31
<PAGE>




                                  CERTIFICATION

             Each of the undersigned hereby certifies in his capacity as an
    officer of the Operating Company 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
                                         Chief Executive Officer

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
















































                                       32
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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: 333-53603-03

                        GRAHAM PACKAGING HOLDINGS COMPANY
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                  23-2553000
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

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

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

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

     Indicate by 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].

                                       1
GRAHAM PACKAGING HOLDINGS COMPANY
                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                    Page Number
Item  1: Condensed Consolidated Financial Statements:

         CONDENSED CONSOLIDATED BALANCE SHEETS -
          At September 29, 2002 and December 31, 2001......................3

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

         CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
          (DEFICIT) - For the Year Ended December 31, 2001 and Nine Months
          ended September 29, 2002.........................................5

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

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

Item  2: Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................16

Item  3. Quantitative and Qualitative Disclosures About Market Risk........26

Item  4. Controls and Procedures...........................................27

                           PART II. OTHER INFORMATION

Item  6: Exhibits and Reports on Form 8-K..................................28

Signature:.................................................................29

                                       2
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                        GRAHAM PACKAGING HOLDINGS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                    September 29,  December 31,
                                                        2002           2001
                                                    -------------  ------------
                                                          (In thousands)
ASSETS
Current assets:
   Cash and cash equivalents ......................   $   9,318     $   9,032
   Accounts receivable, net .......................     105,282        90,182
   Inventories ....................................      58,356        60,476
   Prepaid expenses and other current assets ......      15,222        14,054
                                                      ---------     ---------
Total current assets ..............................     188,178       173,744
Property, plant and equipment, net ................     569,017       549,585
Goodwill ..........................................       5,738         6,400
Other non-current assets ..........................      28,525        28,832
                                                      ---------     ---------
Total assets ......................................   $ 791,458     $ 758,561
                                                      =========     =========

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
   Accounts payable and accrued expenses ..........   $ 164,546     $ 175,130
   Current portion of long-term debt ..............      32,391        30,585
                                                      ---------     ---------
Total current liabilities .........................     196,937       205,715
Long-term debt ....................................   1,040,035     1,021,806
Other non-current liabilities .....................      10,773        13,582
Minority interest .................................       3,559         2,512
Commitments and contingent liabilities (see Note 9)         --            --
Partners' capital (deficit) .......................    (459,846)     (485,054)
                                                      ---------     ---------
Total liabilities and partners' capital (deficit)..   $ 791,458     $ 758,561
                                                      =========     =========

                 See accompanying notes to financial statements.

                                       3
GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
Three Months Ended             Nine Months Ended
                                                   ------------------             -----------------
                                               September 29,  September 30,  September 29,  September 30,
                                                   2002           2001           2002           2001
                                                   ----           ----           ----           ----
                                                                    (In thousands)
Net sales .....................................  $ 227,123      $ 231,235      $ 695,031      $ 713,932
Cost of goods sold ............................    184,852        191,287        563,391        597,375
                                                 ---------      ---------      ---------      ---------
Gross profit ..................................     42,271         39,948        131,640        116,557
Selling, general, and administrative expenses..     16,839         14,032         45,787         42,507
Impairment charges.............................      4,266          1,391          4,266          5,088
Special charges and unusual items .............        --             --             --             147
                                                 ---------      ---------      ---------      ---------
Operating income ..............................     21,166         24,525         81,587         68,815
Interest expense, net .........................     20,253         24,363         61,931         75,569
Other expense, net ............................        221              8            176            443
Minority interest .............................        392            210          1,047            267
                                                 ---------      ---------      ---------      ---------
Income (loss) before income taxes .............        300            (56)        18,433         (7,464)
Income tax provision ..........................      1,378            206          2,292            184
                                                 ---------      ---------      ---------      ---------
Net (loss) income .............................  $  (1,078)     $    (262)     $  16,141      $  (7,648)
                                                 =========      =========      =========      =========
See accompanying notes to financial statements.

                                       4
GRAHAM PACKAGING HOLDINGS COMPANY
        CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                                   (Unaudited)
Notes and
                                                                               Interest        Accumulated
                                                                Partners'    Receivable for      Other
                                                                 Capital       Ownership      Comprehensive
                                                                (Deficit)      Interests      Income (Loss)     Total
                                                                ----------   --------------   -------------   ----------
                                                                                     (In thousands)
Balance at January 1, 2001 ...................................  $(433,997)      $(1,147)        $(29,235)     $(464,379)
  Net loss for the year ......................................    (43,970)          --               --         (43,970)
  Cumulative effect of change in accounting for derivatives ..        --            --               392            392
  Changes in fair value of derivatives .......................        --            --           (13,537)       (13,537)
  Additional minimum pension liability .......................        --            --            (1,937)        (1,937)
  Cumulative translation adjustment ..........................        --            --           (10,383)       (10,383)
                                                                                                              ---------
  Comprehensive income (loss) ................................                                                  (69,435)
  Capital contribution .......................................     50,000        (1,296)             --          48,704
  Recapitalization (unearned compensation expense) ...........         56           --               --              56
                                                                ---------       -------         --------      ---------
Balance at December 31, 2001 .................................   (427,911)       (2,443)         (54,700)      (485,054)
  Net income for the period ..................................     16,141           --               --          16,141
  Changes in fair value of derivatives .......................        --            --             4,520          4,520
  Additional minimum pension liability .......................        --            --                (6)            (6)
  Cumulative translation adjustment ..........................        --            --             4,666          4,666
                                                                                                              ---------
  Comprehensive income .......................................                                                   25,321
  Interest on notes receivable for ownership interests .......        --           (113)             --            (113)
                                                                ---------       -------         --------      ---------
Balance at September 29, 2002 ................................  $(411,770)      $(2,556)        $(45,520)     $(459,846)
                                                                =========       =======         ========      =========
See accompanying notes to financial statements.

                                       5
GRAHAM PACKAGING HOLDINGS COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
Nine Months Ended
                                                                                   ------------------------------
                                                                                   September 29,    September 30,
                                                                                       2002             2001
                                                                                   -------------    -------------
Operating activities:                                                                      (In thousands)
Net income (loss) ............................................................      $ 16,141        $ (7,648)
  Adjustments to reconcile net income (loss) to net cash provided by (used in)
    operating activities:
    Depreciation and amortization ..............................................        56,576          52,914
    Impairment charges .........................................................         4,266           5,088
    Amortization of debt issuance fees .........................................         3,429           3,475
    Accretion of Senior Discount Notes .........................................        12,429          11,120
    Minority interest ..........................................................         1,047             267
    Equity in loss of joint venture ............................................          --               246
    Foreign currency transaction (gain) loss ...................................           (13)            210
    Interest receivable for ownership interests ................................          (113)           --
    Other non-cash Recapitalization expense ....................................          --                56
    Changes in operating assets and liabilities, net of acquisition/sales of
    businesses:
      Accounts receivable ......................................................       (15,765)         (7,349)
      Inventories ..............................................................          (544)            207
      Prepaid expenses and other current assets ................................        (1,195)         (3,648)
      Other non-current assets and liabilities .................................          (812)           (559)
      Accounts payable and accrued expenses ....................................        (9,211)        (55,115)
                                                                                      --------        --------
Net cash provided by (used in) operating activities ............................        66,235            (736)
Investing activities:
      Net purchases of property, plant and equipment ...........................       (70,259)        (62,544)
      Loan to affiliate ........................................................          --            (2,606)
      Acquisition of/investment in business, net of cash acquired ..............          --               453
      Net expenditures for sales of businesses..................................        (4,167)           --
      Other ....................................................................          --              (191)
                                                                                      --------        --------
Net cash used in investing activities ..........................................       (74,426)        (64,888)
Financing activities:
      Net proceeds from issuance of long-term debt .............................         7,687          11,636
      Notes receivable for ownership interests .................................          --            (1,146)
      Capital contributions ....................................................          --            49,984
      Debt issuance fees and other .............................................          --               106
                                                                                      --------        --------
Net cash provided by financing activities ......................................         7,687          60,580
Effect of exchange rate changes ................................................           790            (393)
                                                                                      --------        --------
Increase (decrease) in cash and cash equivalents ...............................           286          (5,437)
Cash and cash equivalents at beginning of period ...............................         9,032           9,844
                                                                                      --------        --------
Cash and cash equivalents at end of period .....................................      $  9,318        $  4,407
                                                                                      ========        ========
See accompanying notes to financial statements.

                                       6
GRAHAM PACKAGING HOLDINGS COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
of Graham Packaging Holdings Company ("Holdings"), a Pennsylvania limited
partnership, have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X and therefore do not include all of the
information and footnotes required by generally accepted accounting principles
for complete annual financial statements. In the opinion of management, all
adjustments (consisting only of usual recurring adjustments considered necessary
for a fair presentation) are reflected in the condensed consolidated financial
statements. The condensed consolidated balance sheet as of December 31, 2001 is
derived from audited financial statements. The condensed consolidated financial
statements and notes thereto should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2001. The
results of operations for the nine months ended September 29, 2002 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2002.

         All entities and assets owned by Holdings are referred to collectively
as the "Company."  Graham  Packaging  Company, L.P. is referred to as the
"Operating Company."

Derivatives

         On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). Upon adoption of SFAS 133, these interest
rate swaps have been properly designated, documented and accounted for as cash
flow hedges. The effective portion of the change in the fair value of the
interest rate swaps is recorded in OCI and was an unrealized gain of $4.5
million for the nine months ended September 29, 2002. The entire amount
recorded within OCI is expected to be recognized as interest expense in the next
twelve months. Failure to properly document the Company's interest rate swaps as
cash flow hedges would result in income statement recognition of all or part of
the cumulative $8.6 million unrealized loss recorded in OCI as of September 29,
2002.

Goodwill and Other Intangible Assets

         On January 1, 2002, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets." SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company has completed the transitional goodwill
impairment test as of January 1, 2002 and determined that there was no
impairment loss to be recognized upon adoption of SFAS 142. See Note 13.

Long-Lived Assets

         On January 1, 2002, the Company adopted SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.

Reclassifications

         Certain reclassifications have been made to the 2001 financial
statements to conform to the 2002 presentation.

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

New Accounting Pronouncements Not Yet Adopted

         On April 30, 2002, SFAS 145, "Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections" was
approved by the Financial Accounting Standards Board ("FASB"). As a result,
gains and losses from extinguishment of debt should be classified as
extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion 30. The Company is required to implement SFAS 145 on January 1,
2003 and does not believe that adoption of SFAS 145 will have a significant
impact on its results of operations or financial position.

         On July 30, 2002, SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities" was issued by the FASB. This standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not believe that adoption of SFAS 146
will have a significant impact on its results of operations or financial
position.

2. Debt Arrangements

         Long-term debt consisted of the following:
                                                 September 29,  December 31,
                                                     2002          2001
                                                     ----          ----
                                                       (In thousands)
         Term loans ............................. $  514,475    $  526,950
         Revolving loans ........................    150,000       125,000
         Revolving credit facilities ............      2,251         5,111
         Senior Subordinated Notes ..............    225,000       225,000
         Senior Discount Notes ..................    164,067       151,638
         Capital leases .........................     14,732        16,041
         Other ..................................      1,901         2,651
                                                  ----------    ----------
                                                   1,072,426     1,052,391
         Less amounts classified as current .....     32,391        30,585
                                                  ----------    ----------
                                                  $1,040,035    $1,021,806
                                                  ==========    ==========

         On February 2, 1998 the Company refinanced the majority of its existing
credit facilities in connection with the Recapitalization and entered into a
senior credit agreement (the "Senior Credit Agreement") with a consortium of
banks. The Senior Credit Agreement was amended on August 13, 1998 and on March
30, 2000 (the "Amendments"). The Senior Credit Agreement and the Amendments
consist of four term loans to the Operating Company with initial term loan
commitments totaling $570.0 million (the "Term Loans" or "Term Loan
Facilities"), a $155.0 million revolving credit facility (the "Revolving Credit
Facility") and a $100.0 million growth capital revolving credit facility (the
"Growth Capital Revolving Credit Facility" and, together with the Revolving
Credit Facility, the "Revolving Credit Loans"). The unused availability of the
revolving credit facilities under the Senior Credit Agreement and the Amendments
at September 29, 2002 was $100.5 million. The Senior Credit Agreement and
Amendments contain certain affirmative and negative covenants as to the
operations and financial condition of the Company, as well as certain
restrictions on the payment of dividends and other distributions to Holdings. On
September 29, 2002 the Company was in compliance with all covenants.

         Interest paid during the nine months ended September 29, 2002 and
September 30, 2001, net of amounts capitalized, totaled $52.1 million and $68.2
million, respectively.

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

3. Inventories

         Inventories consisted of the following:
                                                 September 29,  December 31,
                                                     2002          2001
                                                     ----          ----
                                                          (In thousands)
         Finished goods.........................  $     40,652  $     43,403
         Raw materials and parts................        17,704        17,073
                                                  ------------  ------------
                                                  $     58,356  $     60,476
                                                  ============  ============

4. Impairment Charges

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

         In 2001, due to operating losses and cash flow deficits experienced in
the Company's Argentine operations and the loss or reduction of business in
Argentina, and the loss or reduction of business at the Sovico, Italy plant, the
Company evaluated the recoverability of its long-lived assets in these
locations. The Company determined that the expected future undiscounted cash
flows were below the carrying value of its long-lived assets. Accordingly, the
Company adjusted the carrying values of these long-lived assets to their
estimated fair values, resulting in impairment charges of $3.7 million related
to the Argentine operations, which includes $3.1 million of goodwill associated
with these assets, and $1.4 million related to the Sovico, Italy plant. These
impairment charges totaled $1.4 million and $5.1 million for the three and nine
months ended September 30, 2001, respectively.

5. Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses included the following:

                                                     September 29, December 31,
                                                         2002         2001
                                                         ----         ----
                                                          (In thousands)
       Accounts payable............................   $  86,487    $  95,749
       Accrued employee compensation and benefits..      23,236       23,930
       Accrued interest............................       6,541       12,361
       Other.......................................      48,282       43,090
                                                      ---------    ---------
                                                      $ 164,546    $ 175,130
                                                      =========    =========

         For the year ended December 31, 2001, the Company incurred costs of
employee termination benefits in Burlington, Canada of $0.9 million, which
included the legal liability of severing 139 employees, and in Bad Bevensen,
Germany of $0.6 million, which included the legal liability of severing 22
employees. The Company terminated 9 of these employees as of December 31, 2001.
The remaining 152 employees were terminated during the nine months ended
September 29, 2002. For the nine months ended September 29, 2002, the Company
incurred costs of employee termination benefits in the United Kingdom of $1.7
million, which included the legal liability of severing 67 employees, and in
Blyes, France of $1.6 million, which included the legal liability of severing 20
employees, all of which were terminated during the nine months ended September
29, 2002. Approximately half of the cash payments for these termination benefits
are expected to be made by December 31, 2002 with the remaining amount expected
to be paid by June 30, 2003. The following table reflects a rollforward of the
reorganization costs, primarily included in accrued employee compensation and
benefits (in thousands):

                                       9
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued
Europe &
                                         North
                                        America     Burlington,   United        Germany       France
                                       Reduction      Canada      Kingdom      Reduction     Reduction
                                        in Force     Shutdown     Shutdown      in Force      in Force    Total
                                        --------     --------     --------      --------      --------    -----
Reserves at December 31, 2001.....      $  407        $  895       $  ---        $  564        $ ---     $ 1,866
(Decrease)/increase in reserves...        (185)           29         1,706          (46)        1,594      3,098
Cash payments.....................        (122)         (877)       (1,629)        (518)          (15)    (3,161)
                                        ------        ------       -------       ------        ------    -------
Reserves at September 29, 2002....      $  100        $   47       $    77       $  ---        $1,579    $ 1,803
                                        ======        ======       =======       ======        ======    =======
6. Income Taxes

         The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the applicable income or loss is
included in the tax returns of the partners. For the Company's foreign
operations subject to tax in their local jurisdictions, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and are measured
using enacted tax rates expected to apply to taxable income in the years in
which the temporary differences are expected to reverse. During 2002 and 2001,
some of the Company's various taxable entities incurred additional net operating
losses for which no carryforward benefit has been recognized.

7. Acquisitions

Investment in Limited Partnership of PlasPET Florida, Ltd.

         On April 26, 1999 the Company acquired 51% of the operating assets of
PlasPET Florida, Ltd., while becoming the general partner on July 6, 1999, and
on October 9, 2001 acquired the remaining 49%, for a total purchase price
(including acquisition-related costs) of $3.3 million, net of liabilities
assumed. The investment was accounted for under the equity method of accounting
prior to July 6, 1999. The original acquisition was recorded on July 6, 1999
under the purchase method of accounting and, accordingly, the results of
operations of the acquired operations are consolidated in the financial
statements of the Company beginning on July 6, 1999. The purchase price has been
allocated to assets acquired and liabilities assumed based on fair values. The
allocated fair value of assets acquired and liabilities assumed is summarized as
follows (in thousands):

       Current assets .................   $   479
       Property, plant and equipment ..     4,689
       Other assets....................     1,052
       Goodwill .......................     4,032
                                          -------
       Total...........................    10,252
       Less liabilities assumed........     6,906
                                          -------
       Net cost of acquisition.........   $ 3,346
                                          =======

Purchase of additional 1% interest in Masko Graham Joint Venture

         On March 30, 2001 the Company acquired an additional 1% interest in
Masko Graham Joint Venture ("Masko Graham") for a total interest of 51%. The
total purchase price (including acquisition-related costs) for the entire 51%
interest in the operating assets was $1.4 million, net of liabilities assumed.

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

The investment was accounted for under the equity method of accounting prior to
March 30, 2001. The acquisition was recorded on March 30, 2001 under the
purchase method of accounting and, accordingly, the results of operations of
Masko Graham are consolidated in the financial statements of the Company
beginning on March 30, 2001. The purchase price has been allocated to assets
acquired and liabilities assumed based on fair values. The allocated fair value
of assets acquired and liabilities assumed is summarized as follows (in
thousands):

          Current assets ..............   $ 3,743
          Property, plant and equipment     8,210
          Goodwill ....................       954
                                          -------
          Total .......................    12,907
          Less liabilities assumed ....    11,474
                                          -------
          Net cost of acquisition .....   $ 1,433
                                          =======

Pro Forma Information

         The following table sets forth unaudited pro forma results of
operations, assuming that all of the above acquisitions had taken place on
January 1, 2001.

                             Three Months Ended     Nine Months Ended
                             September 30, 2001    September 30, 2001
                             ------------------    ------------------
                                         (In thousands)
         Net sales...........    $ 231,235             $ 716,646
         Net (loss)..........         (306)               (7,775)

         These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional depreciation
expense as a result of a step-up in the basis of fixed assets and increased
interest expense on acquisition debt. They do not purport to be indicative of
the results of operations which actually would have resulted had the
combinations been in effect on January 1, 2001, or of future results of
operations of the combined entities.

8. Rent Expense

         The Company was a party to various leases involving real property and
equipment during the nine months ended September 29, 2002 and September 30,
2001. Total rent expense for operating leases amounted to $5.6 million and $16.9
million for the three and nine months ended September 29, 2002, respectively,
and $5.6 million and $16.3 million for the three and nine months ended September
30, 2001, respectively.

9. Contingencies

         The Company is party to various litigation matters arising in the
ordinary course of business. The ultimate legal and financial liability of the
Company with respect to such litigation cannot be estimated with certainty, but
management believes, based on its examination of such matters, experience to
date and discussions with counsel, that such ultimate liability will not be
material to the business, financial condition or results of operations of the
Company.

         On July 9, 2002, the Company and Graham Engineering amended its
Equipment Sales, Services and License Agreement to, among other things, (i)
limit the Company's existing rights in exchange for a perpetual license in the
event Graham Engineering proposes to sell its rotary extrusion blow molding
equipment business or assets to certain of the Company's significant

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

competitors; (ii) clarify that the Company's exclusivity rights under the
Equipment Sales, Services and License Agreement do not apply to certain new
generations of Graham Engineering equipment; (iii) provide Graham Engineering
certain recourse in the event the Company decides to buy certain high output
extrusion blow molding equipment from any supplier other than Graham
Engineering; and (iv) obligate the Company retroactive to January 1, 2002 and
subject to certain credits and carryforwards, to make payments for products and
services to Graham Engineering in the amount of at least $12.0 million per
calendar year, or else to pay to Graham Engineering a shortfall payment. As of
September 29, 2002 the minimum purchase commitment for 2002 has been met.

10. Condensed Operating Company Data

         Condensed financial data for the Operating Company as of September 29,
2002 and December 31, 2001 was as follows:

                                         September 29,  December 31,
                                             2002          2001
                                             ----          ----
                                               (In thousands)
              Current assets ............. $ 195,172    $ 180,737
              Non-current assets .........   599,567      580,749
              Total assets ...............   794,739      761,486
              Current liabilities ........   196,937      205,715
              Non-current liabilities ....   890,300      886,261
              Partners' capital (deficit).  (292,498)    (330,490)

         Condensed financial data for the Operating Company for the three and
nine months ended September 29, 2002 and September 30, 2001 was as follows:

                         Three Months Ended            Nine Months Ended
                         ------------------            -----------------
                     September 29,  September 30,  September 29,  September 30,
                         2002           2001           2002           2001
                         ----           ----           ----           ----
                                         (In thousands)
Net sales ............ $227,123       $231,235       $695,031       $713,932
Gross profit .........   42,271         39,948        131,640        116,557
Net income ...........    3,319          3,700         28,925          3,792

         Full separate financial statements and other disclosures of the
Operating Company have not been presented. Management has determined that such
financial information is not material to investors.

11. Comprehensive Income (Loss)

         Comprehensive income (loss) for the three and nine months ended
September 29, 2002 and September 30, 2001 was as follows:
Three Months Ended              Nine Months Ended
                                                                 ------------------              -----------------
                                                            September 29,   September 30,   September 29,   September 30,
                                                                2002            2001            2002            2001
                                                                ----            ----            ----            ----
                                                                                   (In thousands)
Net (loss) income .......................................... $ (1,078)       $   (262)       $ 16,141        $ (7,648)
Cumulative effect of change in accounting for derivatives ..      --              --              --              392
Changes in fair value of derivatives .......................      325          (8,277)          4,520         (14,697)
Additional minimum pension liability .......................       29             --               (6)            --
Cumulative translation adjustment ..........................   (4,616)          4,576           4,666          (8,834)
                                                             --------        --------        --------        --------
Comprehensive income (loss)................................. $ (5,340)       $ (3,963)       $ 25,321        $(30,787)
                                                             ========        ========        ========        ========
12
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued

12. Segment Information

         The Company is organized and managed on a geographical basis in three
operating segments: North America, which includes the United States, Canada and
Mexico, Europe and South America. Segment information for the three and nine
months ended September 29, 2002 and September 30, 2001, representing the
reportable segments currently utilized by the chief operating decision maker,
was as follows (in thousands):
North                    South
                                                                  America      Europe      America    Eliminations      Total
                                                                  -------      ------      -------    -------------     -----
                                                                                                           (b)
Net sales (a)            Three months ended September 29, 2002   $ 187,746    $ 33,754     $ 5,623                    $ 227,123
                         Three months ended September 30, 2001     187,163      37,571       6,501                      231,235

                         Nine months ended September 29, 2002      570,661     106,787      17,583                      695,031
                         Nine months ended September 30, 2001      575,835     118,554      19,543                      713,932

Special charges and      Three months ended September 29, 2002         ---         ---         ---                          ---
 unusual items           Three months ended September 30, 2001         ---         ---         ---                          ---

                         Nine months ended September 29, 2002          ---         ---         ---                          ---
                         Nine months ended September 30, 2001          147         ---         ---                          147

Operating income         Three months ended September 29, 2002      26,981      (6,452)        637                       21,166
 (loss)                  Three months ended September 30, 2001      26,692      (2,152)        (15)                      24,525

                         Nine months ended September 29, 2002       87,578      (7,885)      1,894                       81,587
                         Nine months ended September 30, 2001       79,139      (6,780)     (3,544)                      68,815

Depreciation and         Three months ended September 29, 2002      16,771       5,611         366                       22,748
 amortization            Three months ended September 30, 2001      14,972       2,451         651                       18,074

                         Nine months ended September 29, 2002       49,779       8,871       1,355                       60,005
                         Nine months ended September 30, 2001       45,320       8,839       2,230                       56,389

Impairment charges       Three months ended September 29, 2002         ---       4,266         ---                        4,266
                         Three months ended September 30, 2001         ---       1,391         ---                        1,391

                         Nine months ended September 29, 2002          ---       4,266         ---                        4,266
                         Nine months ended September 30, 2001          ---       1,391       3,697                        5,088

Interest expense, net    Three months ended September 29, 2002      20,031         108         114                       20,253
                         Three months ended September 30, 2001      23,892         465           6                       24,363

                         Nine months ended September 29, 2002       60,576       1,092         263                       61,931
                         Nine months ended September 30, 2001       74,314         962         293                       75,569

Income tax provision     Three months ended September 29, 2002          11       1,140         227                        1,378
 (benefit)               Three months ended September 30, 2001        (186)        138         254                          206

                         Nine months ended September 29, 2002         (375)      2,044         623                        2,292
                         Nine months ended September 30, 2001         (302)        179         307                          184

Identifiable assets (a)  As of September 29, 2002                  895,319     143,841      17,155      (264,857)       791,458
                         As of December 31, 2001                   842,888     144,106      27,935      (256,368)       758,561

Capital expenditures,    Nine months ended September 29, 2002       63,616       5,366       1,304           (27)        70,259
 excluding acquisitions  Nine months ended September 30, 2001       43,344      18,215         985                       62,544
13
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued

(a)  The Company's net sales for Europe include sales in France which totaled
     approximately $17.5 million and $21.1 million for the three months ended
     September 29, 2002 and September 30, 2001, respectively, and $57.0
     million and $74.2 million for the nine months ended September 29, 2002
     and September 30, 2001, respectively.  Identifiable assets in France
     totaled approximately $87.7 million and $82.8 million as of September 29,
     2002 and December 31, 2001, respectively.

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

Product Net Sales Information

         The following is supplemental information on net sales by product
category (in millions):
Three Months Ended                Nine Months Ended
                                 ------------------                -----------------
                             September 29,  September 30,     September 29,  September 30,
                                 2002           2001              2002           2001
                                 ----           ----              ----           ----
Food and Beverage ...........  $ 128.5        $ 128.0           $ 397.9        $ 398.0
Household and Personal Care..     47.3           51.8             143.1          158.5
Automotive Lubricants .......     51.3           51.4             154.0          157.4
                               -------        -------           -------        -------
Total Net Sales .............  $ 227.1        $ 231.2           $ 695.0        $ 713.9
                               =======        =======           =======        =======
13.  Goodwill

         Effective January 1, 2002 the Company adopted SFAS 142. Therefore, the
Company has ceased to amortize goodwill beginning January 1, 2002.

         SFAS 142 provides that prior year's results should not be restated. The
following table presents the Company's operating results for the three and nine
months ended September 30, 2001 reflecting the exclusion of goodwill
amortization expense in fiscal 2001.

                               Three Months Ended    Nine Months Ended
                               September 30, 2001    September 30, 2001
                               ------------------    ------------------
                                            (In thousands)

 Net (loss) as reported ......     $(262)                $(7,648)
 Goodwill amortization .......       229                     788
                                   -----                 -------

 As adjusted .................     $ (33)                $(6,860)
                                   =====                 =======

14. Postponed Equity Offering and Concurrent Transactions

         During the three months ended June 30, 2002, the Company announced that
it was pursuing an initial public equity offering. In connection with the
offering, the Company planned to effect an internal reorganization in which GPC
Capital Corp. II, a wholly-owned subsidiary of Holdings, 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,

                                       14
GRAHAM PACKAGING HOLDINGS COMPANY
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)--Continued

announced their proposed offering of $100.0 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 $169.0 million aggregate
principal amount of Senior Discount Notes due 2009 co-issued by it and Holdings.
On July 23, 2002 the Company 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, the Company also postponed the proposed senior subordinated notes
offering and GPC Capital Corp. II terminated its tender offer and consent
solicitation. For the three months ended September 29, 2002 costs incurred for
the equity offering and concurrent transactions of $2.6 million were expensed to
selling, general, and administrative expenses.

                                       15
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operation

         CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

         All statements other than statements of historical facts included in
this Report on Form 10-Q, including statements regarding the Company's future
financial position, economic performance and results of operations, as well as
the Company's business strategy, budgets and projected costs and plans and
objectives of management for future operations, and the information referred to
under "Quantitative and Qualitative Disclosures About Market Risk" (Part I, Item
3), are forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "intend," "estimate," "anticipate," "believe," or
"continue" or 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. Important factors that
could cause actual results to differ materially from the Company's expectations
include, without limitation, the Company's exposure to fluctuations in resin
prices and its dependence on resin supplies, competition in the Company's
markets, including the impact of possible new technologies, the high degree of
leverage and substantial debt service obligations of the Operating Company and
Holdings, the restrictive covenants contained in instruments governing
indebtedness of the Company, a decline in the domestic motor oil business, risks
associated with the Company's international operations, the Company's dependence
on significant customers and the risk that customers will not purchase the
Company's products in the amounts expected by the Company under their
requirements contracts, the Company's dependence on key management and its labor
force and the material adverse effect that could result from the loss of their
services, risks associated with environmental regulation, risks associated with
possible future acquisitions and the possibility that the Company may not be
able to achieve success in developing and expanding its business, including its
hot-fill PET (as hereinafter defined) plastic container business. See "Business
- Certain Risks of the Business" in Holdings' Annual Report on Form 10-K for the
fiscal year ended December 31, 2001. All forward-looking statements attributable
to the Company, or persons acting on its behalf, are expressly qualified in
their entirety by the cautionary statements set forth in this paragraph.

Overview

         The Company is a worldwide leader in the design, manufacture and sale
of customized blow molded plastic containers for the branded food and beverage,
household and personal care and automotive lubricants markets and currently
operates 57 plants throughout North America, Europe and South America. The
Company's primary strategy is to operate in select markets that will position it
to benefit from the growing conversion to high performance plastic packaging
from more commodity packaging.

         Management believes that critical success factors to the Company's
business are its ability to:

         o   serve the complex  packaging  demands of its customers  which
             include some of the world's largest  branded  consumer  products
             companies;

         o   forecast trends in the packaging industry across product lines and
             geographic territories (including those specific to the rapid
             conversion of packaging products from glass, metal and paper to
             plastic); and

         o   make the correct investments in plant and technology necessary to
             satisfy the two factors mentioned above.

                                       16
Management believes that the area with the greatest opportunity for
growth continues to be in producing containers for the food and beverage market
because of the continued conversion to plastic packaging, including the demand
for containers for juices, juice drinks, nutritional beverages, sport drinks,
teas, yogurt drinks, snacks and other food products. Since the beginning of
1997, the Company has invested over $260.0 million in capital expenditures to
expand its technology, machinery and plant structure to prepare for what it
believed would be the growth in the hot-fill PET area. For the year ended
December 31, 2001 the Company's sales of hot-fill PET containers grew to $328.2
million from $70.2 million in 1996. More recently, the Company has been a
leading participant in the rapid growth of the yogurt drinks market where the
Company manufactures containers using polyolefin. Since the beginning of 1999,
the Company has invested over $120.0 million in capital expenditures in the
polyolefin area of the food and beverage market. For the year ended December 31,
2001, the Company's sales of polyolefin containers grew to $160.5 million from
$117.7 million in 1999.

         Excluding business impacted by the European restructuring, the
Company's household and personal care container business continues to grow, as
package conversion trends continue from other packaging forms in some of its
product lines. The Company continues to benefit as liquid fabric care
detergents, which are packaged in plastic containers, capture an increased share
from powdered detergents, which are predominantly packaged in paper-based
containers. The Company has upgraded its machinery to new larger, more
productive blow molders to standardize production lines, improve flexibility and
reduce manufacturing costs.

         The Company's North American one quart motor oil container business is
in a mature industry. The Company has been able to partially offset pricing
pressures when renewing or extending contracts with customers by improving
manufacturing efficiencies, line speeds, labor efficiency and inventory
management and reducing container weight and material spoilage. Unit volume in
the one quart motor oil industry decreased approximately 3% in 2001 as compared
to 2000; annual volumes declined an average of approximately 1% to 2% in prior
years.  Management believes that the domestic one quart motor oil container
business will continue to decline approximately 1% to 2% annually for the next
several years but believes there are significant volume opportunities for
automotive lubricants business in foreign countries, particularly in South
America. The Company was recently awarded 100% of Pennzoil-Quaker State's
United States one quart volume requirements. This award includes supplying from
a facility on-site with Pennzoil-Quaker State in Newell, West Virginia.
ExxonMobil also awarded the Company 100% of its one quart volume requirements
for one of its United States filling plants, located in Port Allen, Louisiana.
ExxonMobil was not a United States customer prior to this award.

         Following its strategy to expand and restructure the business in
selected international areas, the Company currently operates 22 facilities,
either on its own or through joint ventures, in Argentina, Belgium, Brazil,
Canada, France, Germany, Hungary, Mexico, Poland, Spain and Turkey.

         For the nine months ended September 29, 2002, approximately 83% of the
Company's net sales were generated by the top twenty customers, the majority of
which are under long-term contracts with terms up to ten years; the remainder of
which are customers with whom the Company has been doing business for over 13
years on average. Prices under these arrangements are typically tied to market
standards and, therefore, vary with market conditions. In general, the contracts
are requirements contracts that do not obligate the customer to purchase any
given amount of product from the Company. The Company had sales to one customer
which exceeded 10.0% of total sales in each of the nine months ended September
29, 2002 and September 30, 2001. The Company's sales to this customer were 17.5%
and 18.7% for the nine months ended September 29, 2002 and September 30, 2001,
respectively. For the nine months ended September 29, 2002, approximately 100%
of the sales to this customer were made in North America.

         Based on industry data, the following table summarizes average market
prices per pound of polyethylene terephthalate, or PET, and high-density
polyethylene, or HDPE, resins in North America over the three and nine months
ended September 2002 and 2001:

                                       17
Three Months Ended September      Nine Months Ended September
               ----------------------------      ---------------------------
                  2002              2001           2002               2001
                  ----              ----           ----               ----

PET...........   $ 0.59            $ 0.68         $ 0.59             $ 0.67

HDPE..........     0.44              0.40           0.40               0.45

         In general, the Company's dollar gross profit is substantially
unaffected by fluctuations in the prices of PET and HDPE resins, the primary raw
materials for the Company's products, because industry practice and the
Company's agreements with its customers permit substantially all resin price
changes to be passed through to customers by means of corresponding changes in
product pricing. Consequently, the Company believes that cost of goods sold, as
well as certain other expense items, should not be analyzed solely on a
percentage of net sales basis. A sustained increase in resin prices, to the
extent that those costs are not passed on to the end-consumer, would make
plastic containers less economical for the Company's customers, and could result
in a slower pace of conversions to plastic containers.

         The Company does not pay United States federal income taxes under the
provisions of the Internal Revenue Code, as the distributive share of the
applicable income or loss is included in the tax returns of its partners. The
Company may make tax distributions to its partners to reimburse them for such
tax obligations, if any. The Company's foreign operations are subject to tax in
their local jurisdictions. Most of these entities have historically incurred net
operating losses.

Results of Operations

         The following tables set forth the major components of the Company's
net sales (in millions) and such net sales expressed as a percentage of total
revenues:
Three Months Ended                 Nine Months Ended
                          ------------------                 -----------------
                     September 29,    September 30,      September 29,    September 30,
                         2002             2001               2002             2001
                         ----             ----               ----             ----
North America ...   $ 187.7   82.6%  $ 187.2   81.0%    $ 570.6   82.1%  $ 575.8   80.7%
Europe ..........      33.8   14.9      37.5   16.2       106.8   15.4     118.6   16.6
South America ...       5.6    2.5       6.5    2.8        17.6    2.5      19.5    2.7
                    -------  -----   -------  -----     -------  -----   -------  -----
Total Net Sales..   $ 227.1  100.0%  $ 231.2  100.0%    $ 695.0  100.0%  $ 713.9  100.0%
                    =======  =====   =======  =====     =======  =====   =======  =====
Three Months Ended                  Nine Months Ended
                                       ------------------                  -----------------
                                  September 29,    September 30,      September 29,    September 30,
                                      2002             2001               2002             2001
                                      ----             ----               ----             ----
Food and Beverage.............   $ 128.5   56.6%  $ 128.0   55.4%    $ 397.9   57.2%  $ 398.0   55.8%
Household and Personal Care...      47.3   20.8      51.8   22.4       143.1   20.6     158.5   22.2
Automotive Lubricants.........      51.3   22.6      51.4   22.2       154.0   22.2     157.4   22.0
                                 -------  -----   -------  -----     -------  -----   -------  -----
Total Net Sales...............   $ 227.1  100.0%  $ 231.2  100.0%    $ 695.0  100.0%  $ 713.9  100.0%
                                 =======  =====   =======  =====     =======  =====   =======  =====
18
Three Months Ended September 29, 2002 Compared to Three Months Ended September
30, 2001

Net Sales. Net sales for the three months ended September 29, 2002 decreased
$4.1 million or 1.8% to $227.1 million from $231.2 million for the three months
ended September 30, 2001. The decrease in sales was primarily due to the
Company's restructuring process in Europe, which includes the sale or closing of
six non-strategic locations of which four locations have already been sold or
closed, partially offset by a 6.4% increase in units sold, principally due to
additional food and beverage container business where units increased by 10.7%.
Excluding business impacted by the European restructuring, sales for the three
months ended September 29, 2002 would have increased approximately 3% as
compared to the sales for the three months ended September 30, 2001 and unit
volume would have increased approximately 13%. On a geographic basis, sales for
the three months ended September 29, 2002 in North America increased $0.5
million or 0.3% from the three months ended September 30, 2001 and included
higher units sold of 8.2%. North American sales in the household and personal
care business and the automotive lubricants business contributed $1.8 million
and $0.7 million, respectively, to the increase, while sales in the food and
beverage business decreased $2.0 million. Units sold in North America increased
by 9.1% in the food and beverage business, 8.6% in the household and personal
care business and 6.5% in the automotive lubricants business. Sales for the
three months ended September 29, 2002 in Europe decreased $3.7 million or 9.9%
from the three months ended September 30, 2001. The decrease in sales is mainly
due to the European restructuring. Overall, the European sales reflected a 3.0%
increase in units sold. Exchange rate changes increased sales by approximately
$2.8 million. Excluding business impacted by the European restructuring, sales
in Europe for the three months ended September 29, 2002 would have increased
$7.3 million compared to sales for the three months ended September 30, 2001 and
unit volume in Europe would have increased approximately 24% compared to the
same period last year. Sales in South America for the three months ended
September 29, 2002 decreased $0.9 million or 13.8% from the three months ended
September 30, 2001, primarily due to exchange rate changes of approximately $3.2
million, offset by an overall increase in units sold of 10.6%.

Gross Profit. Gross profit for the three months ended September 29, 2002
increased $2.4 million to $42.3 million from $39.9 million for the three months
ended September 30, 2001. Gross profit for the three months ended September 29,
2002 increased $4.1 million in North America and $0.2 million in South America,
while Europe reflected a decrease of $1.9 million, when compared to the three
months ended September 30, 2001. The increase in gross profit resulted primarily
from the higher unit volume and operating performance in North America and South
America, combined with the restructuring process in Europe, offset by the loss
incurred on the disposal of the Blyes, France operations which was approximately
$4.0 million for the three months ended September 29, 2002, as compared to the
prior year.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the three months ended September 29, 2002 increased $2.8 million to
$16.8 million from $14.0 million for the three months ended September 30, 2001.
The increase in 2002 selling, general and administrative expenses was primarily
due to an increase in certain non-recurring charges, which were $3.4 million and
$0.3 million for the three months ended September 29, 2002 and September 30,
2001, respectively, comprised primarily of costs related to the postponed equity
offering and concurrent transactions ($2.6 million) and global reorganization
costs ($0.8 million) for the three months ended September 29, 2002 and global
reorganization costs ($0.3 million) for the three months ended September 30,
2001. As a percent of sales, selling, general and administrative expenses
remained at 5.9% of sales for each of the three months ended September 29, 2002
and the three months ended September 30, 2001, excluding non-recurring charges,
and increased to 7.4% of sales for the three months ended September 29, 2002
from 6.1% for the three months ended September 30, 2001, including non-recurring
charges.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. For these assets to be disposed of, the Company adjusted the carrying
values of these assets in Germany to the lower of their carrying values or their
estimated fair values less costs to sell, resulting in an impairment charge of
$4.3 million for the three months ended September 29, 2002. In 2001, due to the

                                       19
loss or reduction of business at the Sovico, Italy plant, the Company evaluated
the recoverability of its long-lived assets in this location. The Company
determined that the expected future undiscounted cash flows were below the
carrying value of its long-lived assets. Accordingly, the Company adjusted the
carrying values of these long-lived assets to their estimated fair values,
resulting in an impairment charge of $1.4 million for the three months ended
September 30, 2001.

Interest Expense, Net. Interest expense, net decreased $4.1 million to $20.3
million for the three months ended September 29, 2002 from $24.4 million for the
three months ended September 30, 2001. The decrease was primarily related to
lower interest rates for the three months ended September 29, 2002 as compared
to the three months ended September 30, 2001. Interest expense, net includes
$4.3 million and $3.9 million of interest on the Senior Discount Notes for the
three months ended September 29, 2002 and September 30, 2001, respectively.

Other Expense. Other expense was $0.2 million for the three months ended
September 29, 2002 as compared to other expense of $0.0 million for the three
months ended September 30, 2001. The higher expense was primarily due to a
higher foreign exchange loss in the three months ended September 29, 2002 as
compared to the three months ended September 30, 2001.

Income Tax Provision. Income tax provision increased $1.2 million to $1.4
million for the three months ended September 29, 2002 from $0.2 million for the
three months ended September 30, 2001. The increase was primarily related to
increased taxable earnings in certain of the Company's European subsidiaries for
the three months ended September 29, 2002 as compared to the three months ended
September 30, 2001.

Net (Loss) Income. Primarily as a result of factors discussed above, net loss
was $1.1 million for the three months ended September 29, 2002 compared to a net
loss of $0.3 million for the three months ended September 30, 2001.

Adjusted EBITDA. Primarily as a result of factors discussed above, Adjusted
EBITDA (as hereinafter defined) increased $7.2 million or 16.4% to $51.0 million
for the three months ended September 29, 2002 from $43.8 million for the three
months ended September 30, 2001.

Nine Months Ended September 29, 2002 Compared to Nine Months Ended September
30, 2001

Net Sales. Net sales for the nine months ended September 29, 2002 decreased
$18.9 million or 2.6% to $695.0 million from $713.9 million for the nine months
ended September 30, 2001. The decrease in sales was primarily due to a decrease
in resin pricing combined with the Company's restructuring process in Europe,
which includes the sale or closing of six non-strategic locations of which four
locations have already been sold or closed, partially offset by a 7.0% increase
in units sold, principally due to additional food and beverage container
business where units increased by 10.6%. Excluding business impacted by the
European restructuring, sales for the nine months ended September 29, 2002 would
have increased approximately 1% compared to the sales for the nine months ended
September 30, 2001 and unit volume would have increased approximately 13%. On a
geographic basis, sales for the nine months ended September 29, 2002 in North
America decreased $5.2 million or 0.9% from the nine months ended September 30,
2001 but included higher units sold of 7.8%. North American sales in the food
and beverage business, the household and personal care business and the
automotive lubricants business decreased $0.3 million, $2.7 million and $2.2
million, respectively. Units sold in North America increased by 9.9% in the food
and beverage business, 5.3% in the household and personal care business and 5.2%
in the automotive lubricants business. Sales for the nine months ended September
29, 2002 in Europe decreased $11.8 million or 9.9% from the nine months ended
September 30, 2001. The decrease in sales is mainly due to the European
restructuring. Overall, the European sales reflected a 6.3% increase in units
sold. Exchange rate changes increased sales by approximately $2.5 million.
Excluding business impacted by the European restructuring, sales in Europe for
the nine months ended September 29, 2002 would have increased approximately
$16.0 million compared to sales for the nine months ended September 30, 2001 and
unit volume in Europe would have increased approximately 27% compared to the
same period last year. Sales in South America for the nine months ended
September 29, 2002 decreased $1.9

                                       20
million or 9.7% from the nine months ended September 30, 2001, primarily due to
unfavorable exchange rate changes of approximately $6.8 million and a decrease
in units sold of 1.8%, partially offset by increased pricing principally due to
a pass through of increased costs.

Gross Profit. Gross profit for the nine months ended September 29, 2002
increased $15.0 million to $131.6 million from $116.6 million for the nine
months ended September 30, 2001. Gross profit for the nine months ended
September 29, 2002 increased $13.6 million in North America, $1.0 million in
Europe and $0.4 million in South America, when compared to the nine months ended
September 30, 2001. The increase in gross profit resulted primarily from the
higher unit volume and improved operating performance in North America, the
restructuring process in Europe, offset by the loss incurred on the disposal of
the Blyes, France operations which was approximately $4.0 million for the nine
months ended September 29, 2002, and improved operating performance in South
America, as compared to the prior year.

Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the nine months ended September 29, 2002 increased $3.3 million to
$45.8 million from $42.5 million for the nine months ended September 30, 2001.
The increase in 2002 selling, general and administrative expenses was primarily
due to an increase in certain non-recurring charges, which were $4.5 million and
$1.1 million for the nine months ended September 29, 2002 and September 30,
2001, respectively, comprised primarily of costs related to the postponed equity
offering and concurrent transactions ($2.6 million) and global reorganization
costs ($1.9 million) for the nine months ended September 29, 2002 and global
reorganization costs ($0.9 million) for the nine months ended September 30,
2001. As a percent of sales, selling, general and administrative expenses
increased to 5.9% of sales for the nine months ended September 29, 2002 from
5.8% for the nine months ended September 30, 2001, excluding non-recurring
charges, and increased to 6.6% of sales for the nine months ended September 29,
2002 from 6.0% for the nine months ended September 30, 2001, including
non-recurring charges.

Impairment Charges. Due to the Company's commitment to a plan to sell its
operations in Germany, the Company evaluated the recoverability of its assets in
Germany. For these assets to be disposed of, the Company adjusted the carrying
values of these assets in Germany to the lower of their carrying values or their
estimated fair values less costs to sell, resulting in an impairment charge of
$4.3 million for the nine months ended September 29, 2002. In 2001, due to
operating losses and cash flow deficits experienced in the Company's Argentine
operations and the loss or reduction of business in Argentina, and the loss or
reduction of business at the Sovico, Italy plant, the Company evaluated the
recoverability of its long-lived assets in these locations. The Company
determined that the expected future undiscounted cash flows were below the
carrying value of its long-lived assets. Accordingly, the Company adjusted the
carrying values of these long-lived assets to their estimated fair values,
resulting in impairment charges of $3.7 million related to the Argentine
operations, which includes $3.1 million of goodwill associated with these
assets, and $1.4 million related to the Sovico, Italy plant for the nine months
ended September 30, 2001.

Interest Expense, Net. Interest expense, net decreased $13.7 million to $61.9
million for the nine months ended September 29, 2002 from $75.6 million for the
nine months ended September 30, 2001. The decrease was primarily related to
lower interest rates for the nine months ended September 29, 2002 as compared to
the nine months ended September 30, 2001. Interest expense, net includes $12.4
million and $11.1 million of interest on the Senior Discount Notes for the nine
months ended September 29, 2002 and September 30, 2001, respectively.

Other Expense. Other expense was $0.2 million for the nine months ended
September 29, 2002 as compared to other expense of $0.4 million for the nine
months ended September 30, 2001. The lower expense was primarily due to a lower
equity loss in the nine months ended September 29, 2002 as compared to the nine
months ended September 30, 2001.

Income Tax Provision. Income tax provision increased $2.1 million to $2.3
million for the nine months ended September 29, 2002 from $0.2 million for the
nine months ended September 30, 2001. The increase was primarily related to
increased taxable earnings in certain of the Company's European subsidiaries for
the nine months ended September 29, 2002 as compared to the nine months ended
September 30, 2001.

                                       21
Net (Loss) Income. Primarily as a result of factors discussed above, net income
was $16.1 million for the nine months ended September 29, 2002 compared to a net
loss of $7.6 million for the nine months ended September 30, 2001.

Adjusted EBITDA. Primarily as a result of factors discussed above, Adjusted
EBITDA (as hereinafter defined) increased $23.2 million or 17.8% to $153.4
million for the nine months ended September 29, 2002 from $130.2 million for the
nine months ended September 30, 2001.

Effect of Changes in Exchange Rates

         In general, the Company's results of operations are affected by changes
in foreign exchange rates. Subject to market conditions, the Company prices its
products in its foreign operations in local currencies. As a result, a decline
in the value of the United States dollar relative to these other currencies can
have a favorable effect on the profitability of the Company, and an increase in
the value of the United States dollar relative to these other currencies can
have a negative effect on the profitability of the Company. Exchange rate
fluctuations increased comprehensive loss by $4.6 million and decreased
comprehensive loss by $4.6 million for the three months ended September 29, 2002
and September 30, 2001, respectively, and increased comprehensive income by $4.7
million and increased comprehensive loss by $8.8 million for the nine months
ended September 29, 2002 and September 30, 2001, respectively.

Derivatives

         On January 1, 2001, in connection with the adoption of Statement of
Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 138, the Company
recorded $0.4 million in other comprehensive income ("OCI") as a cumulative
transition adjustment for derivatives designated as cash flow hedges prior to
adopting SFAS 133. The Company enters into interest rate swap agreements to
hedge the exposure to increasing rates with respect to its Senior Credit
Agreement (as hereinafter defined). Upon adoption of SFAS 133, these interest
rate swaps have been properly designated, documented and accounted for as cash
flow hedges. The effective portion of the change in the fair value of the
interest rate swaps is recorded in OCI and was an unrealized gain of $4.5
million for the nine months ended September 29, 2002. The entire amount
recorded within OCI is expected to be recognized as interest expense in the next
twelve months. Failure to properly document the Company's interest rate swaps as
cash flow hedges would result in income statement recognition of all or part of
the cumulative $8.6 million unrealized loss recorded in OCI as of September 29,
2002.

Liquidity and Capital Resources

         In the nine months ended September 29, 2002, the Company funded,
through its various borrowing arrangements and operating activities, $74.4
million of investing activities, consisting of $70.3 million of capital
expenditures and $4.1 million of net expenditures for the sales of businesses.

         The Company's Senior Credit Agreement, entered into as part of the
Company's 1998 Recapitalization, currently consists of four term loans to the
Operating Company with initial term loan commitments totaling $570.0 million and
two revolving loan facilities to the Operating Company totaling $255.0 million.
Unused availability of the revolving credit facilities under the Senior Credit
Agreement at September 29, 2002 is $100.5 million, $90.5 million of which is
under the Revolving Credit Facility and $10.0 million of which is under the
Growth Capital Revolving Credit Facility. 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 Company expects to fund scheduled debt repayments
from cash from operations and unused lines of credit. The revolving loan
facilities expire on January 31, 2004.

                                       22
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. Substantially all domestic tangible and intangible assets of the
Company are pledged as collateral pursuant to the terms of the Senior Credit
Agreement.

         The Recapitalization also included the issuance of $225.0 million of
Senior Subordinated Notes due 2008 and the issuance of $169.0 million aggregate
principal amount at maturity of Senior Discount Notes due 2009 which yielded
gross proceeds of $100.6 million. At September 29, 2002, the aggregate accreted
value of the Senior Discount Notes was $164.1 million. The Senior Subordinated
Notes are unconditionally guaranteed on a senior subordinated basis by Holdings
and mature on January 15, 2008, with interest payable on $150.0 million at a
fixed rate of 8.75% and with interest payable on $75.0 million at LIBOR plus
3.625%. The Senior Discount Notes mature on January 15, 2009, with cash interest
payable semi-annually beginning July 15, 2003 at 10.75%. The effective interest
rate to maturity on the Senior Discount Notes is 10.75%. At September 29, 2002,
the Company's total indebtedness was $1,072.4 million.

           An equity contribution of $50.0 million was made by the Company's
owners to the Company on September 29, 2000, satisfying Blackstone's first
capital call obligation under the Senior Credit Agreement and Capital Call
Agreement. As part of the second amendment to the Senior Credit Agreement, if
certain events of default were to occur, or if the Company's Net Leverage Ratio
were above certain levels for test periods beginning June 30, 2001, Blackstone
agreed to make an additional equity contribution to the Company through the
administrative agent of up to $50.0 million. An additional equity contribution
of $50.0 million was made by the Company's owners on March 29, 2001, fully
satisfying Blackstone's final obligation under the Capital Call Agreement dated
as of August 13, 1998, as amended on March 29, 2000. The Company used the
proceeds of the Capital Calls to reduce its outstanding Revolving Credit Loans.

         As market conditions warrant, the Company and its major equityholders,
including Blackstone Capital Partners III Merchant Banking Fund L.P. and its
affiliates, may from time to time repurchase debt securities issued by the
Company, in privately negotiated or open market transactions, by tender offer or
otherwise.

         Adjusted EBITDA is not intended to represent cash flow from operations
as defined by generally accepted accounting principles and should not be used as
an alternative to net income as an indicator of operating performance or to cash
flow as a measure of liquidity. Adjusted EBITDA is defined in the Senior Credit
Agreement and Indentures as earnings before minority interest, extraordinary
items, interest expense, interest income, income taxes, depreciation and
amortization expense, impairment charges, the ongoing $1.0 million per year fee
paid pursuant to the Blackstone monitoring agreement, non-cash equity income in
earnings of joint ventures, other non-cash charges, Recapitalization expenses,
special charges and unusual items and certain non-recurring charges. Adjusted
EBITDA is included because covenants in the Company's debt agreements are tied
to ratios based on that measure. While Adjusted EBITDA and similar measures are
frequently used as measures of operations and the ability to meet debt service
requirements, these terms are not necessarily comparable to other similarly
titled captions of other companies due to the potential inconsistencies in the
method of calculation. Adjusted EBITDA is calculated as follows:

                                       23
Three Months Ended             Nine Months Ended
                                                                             ------------------             -----------------
                                                                         September 29,  September 30,  September 29,  September 30,
                                                                             2002           2001           2002           2001
                                                                             ----           ----           ----           ----
                                                                                               (In millions)
Net (loss) income........................................................  $  (1.1)       $  (0.3)       $  16.1       $  (7.6)
Interest expense, net....................................................     20.3           24.4           61.9          75.6
Income tax expense.......................................................      1.4            0.2            2.3           0.2
Depreciation and amortization............................................     21.6           17.0           56.6          52.9
Impairment charges.......................................................      4.3            1.4            4.3           5.1
Fees paid pursuant to the Blackstone monitoring agreement................      0.2            0.2            0.7           0.7
Equity in loss of joint venture..........................................      ---            ---            ---           0.2
Minority interest........................................................      0.4            0.2            1.0           0.3
Special charges and unusual items/certain non-recurring charges (1)(2)...      3.9            0.7           10.5           2.8
                                                                           -------        -------        -------       -------
Adjusted EBITDA .........................................................  $  51.0        $  43.8        $ 153.4       $ 130.2
                                                                           =======        =======        =======       =======
(1)  The three and nine months ended September 29, 2002 include costs
          related to the postponed equity offering and concurrent transactions
          ($2.6 million in each period), global reorganization costs ($1.3
          million and $7.8 million, respectively) and other costs ($0.0 million
          and $0.1 million, respectively). The three and nine months ended
          September 30, 2001 include special charges and unusual items related
          to compensation costs incurred in connection with the Recapitalization
          ($0.0 million and $0.1 million, respectively), global reorganization
          costs ($0.7 million and $2.5 million, respectively) and other costs
          ($0.0 million and $0.2 million, respectively). For the fiscal year
          2002, the Company expects special charges and unusual items/certain
          non-recurring charges to include charges related to global
          reorganization matters of $17.0 million.

     (2)  Does not include project startup costs, which are treated as
          non-recurring in accordance with the definition of EBITDA under the
          Senior Credit Agreement. These startup costs were $1.6 million and
          $0.8 million for the three months ended September 29, 2002 and
          September 30, 2001, respectively, and $3.6 million and $3.7 million
          for the nine months ended September 29, 2002 and September 30, 2001,
          respectively.

         Management believes that capital investment to maintain and upgrade
property, plant and equipment is important to remain competitive. Management
estimates that the annual capital expenditures required to maintain the
Company's current facilities are currently approximately $30.0 million per year.
Additional capital expenditures beyond this amount will be required to expand
capacity. Capital expenditures for the nine months ended September 29, 2002 were
$70.3 million. For the fiscal year 2002, the Company expects to incur
approximately $110.0 million of capital expenditures and for the fiscal year
2003, the Company expects to incur approximately $130.0 million of capital
expenditures. However, total capital expenditures will depend on the size and
timing of growth related opportunities. The Company's principal sources of cash
to fund capital requirements will be net cash provided by operating activities
and borrowings under the Senior Credit Agreement.

         On July 9, 2002, the Company and Graham Engineering amended its
Equipment Sales, Services and License Agreement to, among other things, (i)
limit the Company's existing rights in exchange for a perpetual license in the
event Graham Engineering proposes to sell its rotary extrusion blow molding
equipment business or assets to certain of the Company's significant
competitors; (ii) clarify that the Company's exclusivity rights under the
Equipment Sales, Services and License Agreement do not apply to certain new
generations of Graham Engineering equipment; (iii) provide Graham Engineering
certain recourse in the event the Company decides to buy certain high output

                                       24
extrusion blow molding equipment from any supplier other than Graham
Engineering; and (iv) obligate the Company retroactive to January 1, 2002 and
subject to certain credits and carryforwards, to make payments for products and
services to Graham Engineering in the amount of at least $12.0 million per
calendar year, or else to pay to Graham Engineering a shortfall payment. As of
September 29, 2002 the minimum purchase commitment for 2002 has been met.

         Under the Senior Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends or other distributions to Holdings;
provided that, subject to certain limitations, the Operating Company may pay
dividends or other distributions to Holdings:
         o  in respect of overhead, tax liabilities, legal, accounting and
            other professional fees and expenses;
         o  to fund purchases and redemptions of equity interests of Holdings
            or BMP/Graham Holdings Corporation held by then present or former
            officers or employees of Holdings, the Operating Company or their
            subsidiaries or by any employee stock ownership plan upon that
            person's death, disability, retirement or termination of
            employment or other circumstances with annual dollar limitations;
            and
         o  to finance, starting on July 15, 2003, the payment of cash interest
            payments on the Senior Discount Notes.

New Accounting Pronouncements

         On January 1, 2002, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets." SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company has completed the transitional goodwill
impairment test as of January 1, 2002 and determined that there was no
impairment loss to be recognized upon adoption of SFAS 142.

         On January 1, 2002, the Company adopted SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company has determined that there was no impact on the consolidated
financial position or results of operations as a result of the adoption of SFAS
144.

         On April 30, 2002, SFAS 145, "Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections" was
approved by the Financial Accounting Standards Board ("FASB"). As a result,
gains and losses from extinguishment of debt should be classified as
extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion 30. The Company is required to implement SFAS 145 on January 1,
2003 and does not believe that adoption of SFAS 145 will have a significant
impact on its results of operations or financial position.

         On July 30, 2002, SFAS 146, "Accounting for Costs Associated with Exit
or Disposal Activities" was issued by the FASB. This standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not believe that adoption of SFAS 146
will have a significant impact on its results of operations or financial
position.

                                       25
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         See the information set forth in Item 7A of Holdings' Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 for complete quantitative
and qualitative disclosures about market risk. The following table provides
disclosure as of September 29, 2002 for financial instruments that have
experienced material changes in fair value since December 31, 2001.
Expected Maturity Date of Interest Rate Swap Agreements at September 29, 2002   Fair Value
                                                     (Dollars in thousands)                             September 29,
                         -----------------------------------------------------------------------------
                            2002       2003       2004       2005       2006     Thereafter     Total       2002
                            ----       ----       ----       ----       ----     ----------     -----       ----
                                                                                                        (In thousands)
Derivatives matched
against liabilities:       --      $300,000      --         --         --          --        $300,000   $ (8,625)
Pay fixed swaps
  Pay rate                   --       5.25%        --         --         --          --          5.25%
  Receive rate               --       1.67%        --         --         --          --          1.67%
26
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 Holdings would be made
             known to them by others within the company.

        (b)  Changes in Internal Controls

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

                                       27
PART II          OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              Exhibit 2.1  General Agreement by and between ARCC Holdings BV
                           and Graham Packaging Europe SNC and Graham Packaging
                           France, S.A.S. (incorporated herein by reference to
                           Exhibit 2.1 to the Current Report on Form 8-K dated
                           July 31, 2002 (File no. 333-53603-03)).

        (b)   Reports on Form 8-K

              During the quarter ended September 29, 2002 the Company filed a
              Report on Form 8-K dated July 31, 2002 to report the disposition
              of certain assets and liabilities related to the Company's plant
              located in Blyes, France.

                                       28
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

                              GRAHAM PACKAGING HOLDINGS COMPANY
                              (Registrant)

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

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

                                       29
CERTIFICATION

    I, Philip R. Yates, certify that:
       1)  I have reviewed this quarterly report on Form 10-Q of Graham
           Packaging Holdings Company;
       2)  Based on my knowledge, this 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,
               including its consolidated subsidiaries, 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
                                         Chief Executive Officer

                                       30
CERTIFICATION

    I, John E. Hamilton, certify that:
       1)  I have reviewed this quarterly report on Form 10-Q of Graham
           Packaging Holdings Company;
       2)  Based on my knowledge, this 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, including
               its consolidated subsidiaries, 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
                                         Chief Financial Officer

                                       31
CERTIFICATION

             Each of the undersigned hereby certifies in his capacity as an
    officer of the Operating Company 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
                                         Chief Executive Officer

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

                                       32