FORM 10-Q

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549-1004
(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 27, 1998

                                      OR

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

     For the transition period from ______ to ______ 
Commission file number:  333-53603-01
 
                              GPC CAPITAL CORP. II
            (Exact name of registrant as specified in its charter)

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

                           1110 East Princess Street
                              York, Pennsylvania
                   (Address of principal executive offices)
                                     17403
                                  (zip code)
                                (717) 849-8500
             (Registrant's telephone number, including area code)

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

As of the date hereof, 1,000 shares of the registrant's common stock, par
value $.01 per share, are outstanding. 
<PAGE>
                              GPC CAPITAL CORP. II
                                     INDEX

                        PART I.  FINANCIAL INFORMATION


                                                        Page Number
Item 1:   Condensed Financial Statements:

          CONDENSED BALANCE SHEET -
               At September 27, 1998.............................   3

          CONDENSED STATEMENTS OF OPERATIONS - For the
               Three months and Nine Months Ended September  
               27, 1998..........................................   4

          CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY -
               For the Nine Months Ended September 27, 1998......   5

          CONDENSED STATEMENT OF CASH FLOWS - For the
               Nine Months Ended September 27, 1998..............   6       

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

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

                          PART II.  OTHER INFORMATION

Item 6:   Exhibits and Reports on Form 8-K.......................   9

Signature:  .....................................................  10
<PAGE>
PART I.   FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements


                              GPC CAPITAL CORP. II
                            CONDENSED BALANCE SHEET
                                 SEPTEMBER 27, 1998
                                (in thousands)
                                  (Unaudited)



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


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


Commitments and contingencies...........      ---


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




















                            See accompanying notes.
<PAGE>
                              GPC CAPITAL CORP. II
                      CONDENSED STATEMENTS OF OPERATIONS
                THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 27, 1998
                                (in thousands)
                                  (Unaudited)



                               Three Months   Nine Months
                               ------------   ----------


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

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

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

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
























                            See accompanying notes.
<PAGE>
                              GPC CAPITAL CORP. II
                    CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY 
                                (in thousands)
                                  (Unaudited)







Balance at February 2, 1998.....................   ---

Balance at September 27, 1998...................   ---





























                            See accompanying notes.
<PAGE>
                              GPC CAPITAL CORP. II
                      CONDENSED STATEMENT OF CASH FLOWS
                     NINE MONTH PERIOD ENDED SEPTEMBER 27, 1998
                                (in thousands)
                                  (Unaudited)



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

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

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






























                            See accompanying notes.
<PAGE>
                              GPC CAPITAL CORP. II
              NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
                                 SEPTEMBER 27, 1998


1.   Basis of Presentation

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

     GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership formerly known as Graham
Packaging Company ("Holdings"), was incorporated in Delaware in January 1998. 
The sole purpose of GPC Capital Corp. II is to act as co-obligor of the Senior
Discount Notes and as a guarantor of the New Credit Agreement.  GPC
Capital Corp. II has only nominal assets and does not conduct any independent
operations.  GPC Capital Corp. II has authorized and issued 1,000 shares of 
common stock with a par value of $.01 per share.

     For additional information, see the related Quarterly Report on Form 10-Q
of Holdings for the quarter ended September 27, 1998.

2.  Debt Arrangements

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

    On February 2, 1998, Graham Packaging Company, a Delaware limited
partnership formerly known as Graham Packaging Holdings I, L.P. (the
"Operating Company") refinanced the majority of its existing
credit facilities and entered into a new Credit Agreement (the "New Credit 
Agreement") with a consortium of banks. The New Credit Agreement was amended 
on August 13, 1998 (the "Amendment") to provide for an additional Term Loan 
Borrowing of up to an additional $175 million which can be drawn in two 
installments (of which $75 million was drawn and outstanding as of 
September 27, 1998).  A commitment fee of .75% is due on the unused portion.  
The New Credit Agreement and the Amendment consist of four term loans to the 
Operating Company totaling up to $570 million and two revolving loan 
facilities to the Operating Company totaling $255 million.  The obligations 
of the Operating Company under the New Credit Agreement and Amendment 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 $3.2 million in 1998, $5.0 million in 1999, $15.0 
million in 2000, $20.0 million in 2001 and $25.0 million in 2002.  The 
revolving loan facilities expire on January 31, 2004.  Interest is payable 
at (a) the "Alternate Base Rate" (the higher of the Prime Rate or the Federal 
Funds Rate plus 0.50%) plus a margin ranging from 0% to 2.00%; or (b) the 
"Eurocurrency Rate" (the applicable interest rate offered to banks in the 
London interbank eurocurrency market) plus a margin ranging from 0.625% to 
3.00%.  A commitment fee ranging from 0.20% to 0.50% is due on the unused 
portion of the revolving loan commitment.  In addition, the New Credit 
Agreement and Amendment contain certain affirmative and negative covenants 
as to the operations and financial condition of the Operating Company, 
as well as certain restrictions on the payment of dividends and other 
distributions to Holdings.
 

<PAGE>

     On September 8, 1998, Holdings and GPC Capital Corp. II consummated an
exchange offer for all of their outstanding Senior Discount Notes Due 2009
which had been issued on February 2, 1998 (the "Old Notes"), and issued in
exchange therefor their Senior Discount Notes Due 2009, Series B (the
"Exchange Notes"), which have the same terms as the Old Notes, except that the
Exchange Notes are registered under the Securities Act of 1933 and do not
include the restrictions on transfer applicable to the Old Notes. 

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


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

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

     Results of Operations

          None


     Liquidity and Capital Resources

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

          On September 8, 1998, Holdings and GPC Capital Corp. II consummated
     an exchange offer for all of their outstanding Senior Discount Notes Due
     2009 which had been issued on February 2, 1998 (the "Old Notes"), and
     issued in exchange therefor their Senior Discount Notes Due 2009, Series B
     (the "Exchange Notes"), which have the same terms as the Old Notes, except
     that the Exchange Notes are registered under the Securities Act of 1933
     and do not include the restrictions on transfer applicable to the Old
     Notes.
 
  
           On February 2, 1998, Graham Packaging Company, a Delaware limited
     partnership formerly known as Graham Packaging Holdings I, L.P. (the
     "Operating Company"), refinanced the majority of its existing
     credit facilities and entered into a new Credit Agreement (the "New 
     Credit Agreement") with a consortium of banks.  The New Credit Agreement 
     was amended on August 13, 1998 (the "Amendment") to provide for an 
     additional Term Loan Borrowing of up to an additional $175 million 
     which can be drawn in two installments (of which $75 million was drawn 
     and outstanding as of September 27, 1998).  A commitment fee of .75% is 
     due on the unused portion.  The New Credit Agreement and the Amendment 
     consist of four term loans to the Operating Company totaling up to $570 
     million and two revolving loan facilities to the Operating Company 
     totaling $255 million.  The obligations of the Operating Company under 
     the New Credit Agreement and Amendment 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 $3.2 million in 1998, $5.0 million in 1999, $15.0 million in 2000, 
     $20.0 million in 2001 and $25.0 million in 2002.  The revolving loan 
     facilities expire on January 31, 2004.  Interest is payable at (a) the 
     "Alternate Base Rate" (the higher of the Prime Rate or the Federal Funds 
     Rate plus 0.50%) plus a margin ranging from 0% to 2.00%; or (b) the 
     "Eurocurrency Rate" (the applicable interest rate offered to banks in 
     the London interbank eurocurrency market) plus a margin ranging from 
     0.625% to 3.00%.  A commitment fee ranging from 0.20% to 0.50% is due 
     on the unused portion of the revolving loan commitment.  In addition, 
     the New Credit Agreement and Amendment contain certain affirmative and 
     negative covenants as to the operations and financial condition of the 
     Operating Company, as well as certain restrictions on the payment of 
     dividends and other distributions to Holdings.
   
     <PAGE>
                          PART II  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

     a.   Exhibits

          Exhibit 27  Financial Data Schedule


     b.   Reports on Form 8-K

          No reports on Form 8-K were required to be filed during the quarter
          ended September 27, 1998.
<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 10, 1998

                               GPC CAPITAL CORP. II
                               (Registrant)


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