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 April 2, 2000

                                      OR

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

     For the transition period from ___________________ to ____________________
Commission file number:  333-53603-01

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

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

                           2401 Pleasant Valley Road
                               York, Pennsylvania
                    (Address of principal executive offices)
                                     17402
                                   (zip code)
                                 (717) 849-8500
              (Registrant's telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), 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 SHEETS -
                 At April 2, 2000 and December 31, 1999          3

            CONDENSED STATEMENTS OF OPERATIONS - For
                 the Three Months Ended April 2, 2000 and
                 March 28, 1999   . . . . . . . . . . . .        4
            CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY -
                 For the Year Ended December 31, 1999 and
                 Three Months Ended April 2, 2000   . . .        5

            CONDENSED STATEMENTS OF CASH FLOWS -
                 For the Three Months Ended April 2, 2000
                 and March 28, 1999   . . . . . . . . . .        6

            NOTES TO CONDENSED FINANCIAL STATEMENTS . . .        7

Item 2:     Management's Discussion and Analysis of
            Financial Condition
            and Results of Operations . . . . . . . . . .       10

Item 3:    Quantitative and Qualitative Disclosures About
            Market Risk . . . . . . . . . . . . . . . . .       13

                      PART II   OTHER INFORMATION

Item 6:     Exhibits and Reports on Form 8-K  . . . . . .       14

Signature:  . . . . . . . . . . . . . . . . . . . . . . .       15












                                       2

<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements

<TABLE>

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

<CAPTION>

                                         April 2, 2000     December 31, 1999
                                         -------------     -----------------
<S>                                      <C>               <C>
Total assets  . . . . . . . . . . . . . . .  --                 --
Total liabilities . . . . . . . . . . . . .  --                 --
Commitments and contingencies . . . . . . .  --                 --
Total shareholder's equity  . . . . . . . .  --                 --

</TABLE>

















                            See accompanying notes.











                                       3

<PAGE>
<TABLE>

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

<CAPTION>
                                            Three Months Ended
                                         ------------------------
                                          April 2,      March 28,
                                           2000           1999
                                         ---------      ---------
<S>                                      <C>            <C>
Net sales . . . . . . . . . . . . . . . .   --             --
Operating income  . . . . . . . . . . . .   --             --
Interest expenses, net  . . . . . . . . .   --             --
Net income  . . . . . . . . . . . . . . .   --             --

</TABLE>

























                            See accompanying notes.







                                       4

<PAGE>

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

<S>                                                              <C>
Balance at January 1, 1999  . . . . . . . . . . . . . . . . .     --
Balance at December 31, 1999  . . . . . . . . . . . . . . . .     --
Balance at April 2, 2000  . . . . . . . . . . . . . . . . . .     --

</TABLE>



























                            See accompanying notes.










                                       5

<PAGE>

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

<CAPTION>
                                            Three Months Ended
                                         ------------------------
                                         April 2,       March 28,
                                           2000           1999
                                         --------       ---------
<S>                                      <C>            <C>
Operating activities  . . . . . . . . . .  --              --
Investing activities  . . . . . . . . . .  --              --
Financing activities  . . . . . . . . . .  --              --

</TABLE>























                            See accompanying notes.










                                       6

<PAGE>

                             GPC CAPITAL CORP. II
              NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
                                 April 2, 2000

1.       Basis of Presentation

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

         GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998.  The sole purpose of GPC Capital
Corp. II is to act as co-obligor with Holdings of the Senior Discount Notes
and as a co-guarantor with Holdings under the New Credit Agreement and
Amendments (as defined herein).  GPC Capital Corp. II has only nominal
assets, does not conduct any independent operations and during the three
months ended April 2, 2000, did not execute any transactions.  GPC Capital
Corp. II has authorized and issued 1,000 shares of common stock with a par
value of $.01 per share.

         For additional information, see the related Quarterly Report on Form
10-Q of Holdings for the quarter ended April 2, 2000.

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 in connection with the Recapitalization 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 to provide for an
additional Term Loan Borrowing of an additional $175 million and on March 30,
2000 as described below (the "Amendments").  The New Credit Agreement and the

                                       7

<PAGE>

Amendments consist of four term loans to the Operating Company totaling $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 Amendments 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 $15.0 million
in 2000, $20.0 million in 2001, $25.0 million in 2002, $27.5 million in 2003
and $93.0 million in 2004.  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 2.25%; 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 3.25%.   A commitment fee ranging from 0.20% to
0.50% is due on the unused portion of the revolving loan commitment.  As part
of the Amendments to the New Credit Agreement, if certain events of default
were to occur, or if the Company's Net Leverage Ratio were above 5.15:1.0 at
September 30, 2000, Blackstone has agreed to make an equity contribution to
the Company through the administrative agent of up to $50 million.  The
Company's Net Leverage Ratio being above 5.15:1.0 at September 30, 2000 is
not an event of default under the New Credit Agreement and Amendments.
The March 30, 2000 Amendment also allows a pro forma adjustment to the
Net Leverage Ratio to include the receipt of net cash proceeds from any
registered public offering occurring after September 30, 2000 but before
October 31, 2000 for purposes of determining whether Blackstone is required
to make the above-mentioned equity contribution; changes the terms under
which the Company can access $100 million of Growth Capital Revolving Loans
from a dollar for dollar equity match to a capital call with various test
dates based on certain leverage tests for quarters ending on or after
June 30, 2001, which would provide for up to an additional $50 million equity
contribution by Blackstone; allows the proceeds of the equity contribution
(if required) to be applied to Revolving Credit Loans; and changes certain
covenants, principally to increase the amount of permitted capital
expenditures in 2000 and subsequent years.

         In addition, the New Credit Agreement and Amendments 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.

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

         Under the New Credit Agreement and Amendments, 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 (i) in respect

                                       8

<PAGE>

of overhead, tax liabilities, legal, accounting and other professional fees
and expenses, (ii) to fund purchases and redemptions of equity interests of
Holdings or Investor LP held by then present or former officers or employees
of Holdings, the Operating Company or their Subsidiaries (as defined) or by
any employee stock ownership plan upon such person's death, disability,
retirement or termination of employment or other circumstances with certain
annual dollar limitations and (iii) to finance, starting on July 15, 2003,
the payment of cash interest payments on the Senior Discount Notes.

         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", and, together with the Old Notes, the "Senior Discount
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.































                                       9

<PAGE>

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

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

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

         Unless the context otherwise requires, all references herein to the
"Company", with respect to periods prior to the Recapitalization, refer to
the business historically conducted by Holdings (which served as the
operating entity for the business prior to the Recapitalization) and one of
its predecessors (Graham Container Corporation), together with Holdings'
subsidiaries and certain affiliates, and, with respect to periods subsequent
to the Recapitalization, refer to Holdings and its subsidiaries.

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 February 2, 1998, Graham Packaging Company, a Delaware limited
partnership formerly known as Graham Packaging Holdings I, L.P. (the

                                      10

<PAGE>

"Operating Company") refinanced the majority of its existing credit
facilities in connection with the Recapitalization 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 to provide for an
additional Term Loan Borrowing of an additional $175 million and on March 30,
2000 as described below (the "Amendments").  The New Credit Agreement and the
Amendments consist of four term loans to the Operating Company totaling $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 Amendments 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 $15.0 million
in 2000, $20.0 million in 2001, $25.0 million in 2002, $27.5 million in 2003
and $93.0 million in 2004.  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 2.25%; 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 3.25%.   A commitment fee ranging from 0.20% to
0.50% is due on the unused portion of the revolving loan commitment.  As part
of the Amendments to the New Credit Agreement, if certain events of default
were to occur, or if the Company's Net Leverage Ratio were above 5.15:1.0 at
September 30, 2000, Blackstone has agreed to make an equity contribution to
the Company through the administrative agent of up to $50 million.  The
Company's Net Leverage Ratio being above 5.15:1.0 at September 30, 2000 is
not an event of default under the New Credit Agreement and Amendments.
The March 30, 2000 Amendment also allows a pro forma adjustment to the
Net Leverage Ratio to include the receipt of net cash proceeds from any
registered public offering occurring after September 30, 2000 but before
October 31, 2000 for purposes of determining whether Blackstone is required
to make the above-mentioned equity contribution; changes the terms under
which the Company can access $100 million of Growth Capital Revolving Loans
from a dollar for dollar equity match to a capital call with various test
dates based on certain leverage tests for quarters ending on or after
June 30, 2001, which would provide for up to an additional $50 million
equity contribution by Blackstone; allows the proceeds of the equity
contribution (if required) to be applied to Revolving Credit Loans; and
changes certain covenants, principally to increase the amount of permitted
capital expenditures in 2000 and subsequent years.  In addition, the New
Credit Agreement and Amendments 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.

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


                                      11

<PAGE>

         Under the New Credit Agreement and Amendments, 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 (i) in respect
of overhead, tax liabilities, legal, accounting and other professional fees
and expenses, (ii) to fund purchases and redemptions of equity interests of
Holdings or Investor LP held by then present or former officers or employees
of Holdings, the Operating Company or their Subsidiaries (as defined) or by
any employee stock ownership plan upon such person's death, disability,
retirement or termination of employment or other circumstances with certain
annual dollar limitations and (iii) to finance, starting on July 15, 2003,
the payment of cash interest payments on the Senior Discount Notes.

         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", and, together with the Old Notes, the "Senior Discount
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.



























                                      12

<PAGE>

 Item 3.         Quantitative and Qualitative Disclosures About Market Risk

                 Not applicable.













































                                      13

<PAGE>

PART II          OTHER INFORMATION

Item 6.          Exhibits and Reports on Form 8-K

         (a)     Exhibits


                 Exhibit 10.3    Second  Amendment to  Credit Agreement

                 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 April 2, 2000.




































                                      14

<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:           May 15, 2000


                                    GPC CAPITAL CORP. II
                                    (Registrant)



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




























                                      15