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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 1934For the quarterly period ended March
                        30, 2003OR[ ]
                   
                   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(State or other
                        jurisdiction of incorporation or organization)
                   
                   
                   
                   23-2952404(I.R.S. Employer
                        Identification No.)2401 Pleasant Valley Road York,
                        Pennsylvania (Address of principal executive offices) 17402 (zip
                        code) (717) 849-8500 (Registrant's telephone number, including area
                        code)


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

Indicate by check mark whether the registrant is an accelerated filer (as
            defined in Exchange Act Rule 12b-2). Yes
            [ ] No
            [X].

As of the date hereof, 1,000 shares of the registrant's common stock, par
            value $.01 per share, are outstanding.

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GPC CAPITAL CORP. II

INDEX

PART I. FINANCIAL INFORMATION

Page NumberItem 1:
                   
                   Condensed Financial Statements:CONDENSED BALANCE SHEETS — At
                        March 30, 2003 and December 31, 2002
                   
                   
                   2CONDENSED STATEMENTS OF OPERATIONS
                        — For the Three Months ended March 30, 2003 and March 31, 2002
                   
                   
                   3CONDENSED STATEMENTS OF SHAREHOLDER'S
                        EQUITY — For the Year Ended December 31, 2002 and Three Months ended
                        March 30, 2003
                   
                   
                   4CONDENSED STATEMENTS OF CASH FLOWS
                        — For the Three Months ended March 30, 2003 and March 31, 2002
                   
                   
                   5NOTES TO CONDENSED FINANCIAL
                        STATEMENTS
                   
                   
                   6Item 2:
                   
                   Management's Discussion and Analysis
                        of Financial Condition and Results of Operations
                   
                   
                   6Item 3:
                   
                   Quantitative and Qualitative
                        Disclosures About Market Risk
                   
                   
                   7Item 4:
                   
                   Controls and Procedures
                   
                   
                   7PART II. OTHER INFORMATIONItem 6:
                   
                   Exhibits and Reports on Form 8-K
                   
                   
                   8Signature:
                   
                   
                   9


1

PART I.    FINANCIAL INFORMATION

Item 1.    Condensed Financial Statements

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

March 30, 2003
                   
                   December 31, 2002Total assets
                   
                   
                   —
                   
                   
                   
                   —Commitments and contingent
                        liabilities
                   
                   
                   —
                   
                   
                   
                   —Total liabilities
                   
                   
                   —
                   
                   
                   
                   —Total shareholder's equity
                   
                   
                   —
                   
                   
                   
                   —


See accompanying notes to the condensed financial statements.

2

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

Three Months EndedMarch 30, 2003
                   
                   March 31, 2002Net sales
                   
                   
                   —
                   
                   
                   
                   —Operating income
                   
                   
                   —
                   
                   
                   
                   —Interest expense, net
                   
                   
                   —
                   
                   
                   
                   —Net income
                   
                   
                   —
                   
                   
                   
                   —


See accompanying notes to the condensed financial statements.

3

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

Balance at January 1, 2002
                   
                   
                   —Balance at December 31, 2002
                   
                   
                   —Balance at March 30, 2003
                   
                   
                   —


See accompanying notes to the condensed financial statements.

4

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

Three Months EndedMarch 30, 2003
                   
                   March 31, 2002Operating activities
                   
                   
                   —
                   
                   
                   
                   —Investing activities
                   
                   
                   —
                   
                   
                   
                   —Financing activities
                   
                   
                   —
                   
                   
                   
                   —


See accompanying notes to the condensed financial statements.

5

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

1.    Basis of Presentation

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

GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
            Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
            incorporated in Delaware in January 1998. All entities and assets owned by
            Holdings are referred to collectively as the "Company." The sole purpose of GPC
            Capital Corp. II is to act as co-obligor with Holdings of the Senior Discount
            Notes and as co-guarantor with Holdings under the Senior Credit Agreement (as
            defined herein). GPC Capital Corp. II has only nominal assets, does not conduct
            any independent operations and during the three months ended March 30, 2003 and
            March 31, 2002, did not execute any transactions. GPC Capital Corp. II has
            authorized and issued 1,000 shares of common stock with a par value of $.01 per
            share.

For additional information, see the related Quarterly Report on Form 10-Q
            of Holdings for the quarter ended March 30, 2003 and the related Annual Report
            on Form 10-K of GPC Capital Corp. II.

2.    Debt Arrangements

On February 2, 1998, Holdings and GPC Capital Corp. II, as co-obligor,
            issued $100.6 million gross proceeds of Senior Discount Notes Due 2009 ($169
            million aggregate principal amount at maturity). The Senior Discount Notes
            mature on January 15, 2009, with interest payable at 10.75%.

On February 14, 2003 the Operating Company refinanced the majority of its
            prior credit facilities and entered into a senior credit agreement (the "Senior
            Credit Agreement") with a consortium of banks. The Senior Credit Agreement
            consists of two term loans to the Operating Company with initial term loan
            commitments totaling $670.0 million and a $150.0 million revolving credit
            facility. The unused availability of the revolving credit facility under the
            Senior Credit Agreement at March 30, 2003 was $110.4 million. The Senior Credit
            Agreement contains certain affirmative and negative covenants as to the
            operations and financial condition of the Company, as well as certain
            restrictions on the payment of dividends and other distributions to Holdings.
            On March 30, 2003 the Company was in compliance with all covenants.

As a result of the refinancing on February 14, 2003 the Operating Company
            incurred debt issuance fees and other related costs of approximately $20
            million, of which $0.7 million were expensed immediately and the remaining
            amount will be recognized as interest expense over five to seven years based
            upon the terms of the related debt instruments. Additionally, $5.5 million of
            deferred debt issuance fees associated with the prior senior credit agreement
            were written off.

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

6

of management for future operations, are forward-looking statements. In
            addition, forward-looking statements generally can be identified by the use of
            forward-looking terminology such as "may," "will," "expect," "intend,"
            "estimate," "anticipate," "believe," or "continue" or the negative thereof or
            variations thereon or similar terminology. Although the Company believes that
            the expectations reflected in such forward-looking statements are reasonable,
            the Company can give no assurance that such expectations will prove to have
            been correct.

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

Results of Operations

None

Liquidity and Capital Resources

On February 2, 1998, Holdings and GPC Capital Corp. II, as co-obligor,
            issued $100.6 million gross proceeds of Senior Discount Notes Due 2009 ($169
            million aggregate principal amount at maturity). The Senior Discount Notes
            mature on January 15, 2009, with interest payable at 10.75%.

On February 14, 2003 the Operating Company refinanced the majority of its
            prior credit facilities and entered into a senior credit agreement (the "Senior
            Credit Agreement") with a consortium of banks. The Senior Credit Agreement
            consists of two term loans to the Operating Company with initial term loan
            commitments totaling $670.0 million and a $150.0 million revolving credit
            facility. The unused availability of the revolving credit facility under the
            Senior Credit Agreement at March 30, 2003 was $110.4 million. The Senior Credit
            Agreement contains certain affirmative and negative covenants as to the
            operations and financial condition of the Company, as well as certain
            restrictions on the payment of dividends and other distributions to Holdings.
            On March 30, 2003 the Company was in compliance with all covenants.

As a result of the refinancing on February 14, 2003 the Operating Company
            incurred debt issuance fees and other related costs of approximately $20
            million, of which $0.7 million were expensed immediately and the remaining
            amount will be recognized as interest expense over five to seven years based
            upon the terms of the related debt instruments. Additionally, $5.5 million of
            deferred debt issuance fees associated with the prior senior credit agreement
            were written off.

Item 3.    Quantitative and Qualitative Disclosures
            About Market Risk

Not applicable.

Item 4.    Controls and Procedures

| | (a) | Evaluation
                   of Disclosure Controls and Procedures
| | --- | -------------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
                   Company's principal executive officer and principal financial officer, after
                   evaluating the effectiveness of the Company's disclosure controls and
                   procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a
                   date within ninety days before the filing date of this report, have concluded
                   that as of such date the Company's disclosure controls and procedures were
                   adequate and effective to ensure that material information relating to GPC
                   Capital Corp. II would be made known to them by others within the company.

| | (b) | Changes
                   in Internal Controls
| | --- | -----------------------------------------------

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

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PART II.    OTHER INFORMATION

Item 6.
                   
                   Exhibits and Reports on Form 8-K(a)
                   
                   ExhibitsExhibit 99.1
                   
                   Certification pursuant to 18 U.S.C.
                        Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                        2002.(b)
                   
                   Reports on Form 8-KNo reports on Form 8-K were required to
                        be filed during the quarter ended March 30, 2003.


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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 13, 2003

GPC CAPITAL CORP. II
                        (Registrant)By:
                   
                   /s/ John E. HamiltonJohn E. Hamilton Vice President,
                        Secretary and Assistant Treasurer and Director (chief accounting officer
                        and duly authorized officer)


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CERTIFICATION

I, Philip R. Yates, certify that:

| | 1) | I
                   have reviewed this quarterly report on Form 10-Q of GPC Capital Corp. II;
| | -- | ----------------------------------------------------------------------------------------------

| | 2) | Based
                   on my knowledge, this quarterly report does not contain any untrue statement of
                   a material fact or omit to state a material fact necessary to make the
                   statements made, in light of the circumstances under which such statements were
                   made, not misleading with respect to the period covered by this quarterly
                   report;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3) | Based
                   on my knowledge, the financial statements, and other financial information
                   included in this quarterly report, fairly present in all material respects the
                   financial condition, results of operations and cash flows of the registrant as
                   of, and for, the periods presented in this quarterly report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4) | The
                   registrant's other certifying officers and I are responsible for establishing
                   and maintaining disclosure controls and procedures (as defined in Exchange Act
                   Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed
                   such disclosure controls and procedures to ensure that material information
                   relating to the registrant is made known to us by others within those entities,
                   particularly during the period in which the quarterly report is being
                   prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated
                   the effectiveness of the registrant's disclosure controls and procedures as of
                   a date within 90 days prior to the filing date of this quarterly report (the
                   "Evaluation Date"); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented
                   in this quarterly report our conclusions about the effectiveness of the
                   disclosure controls and procedures on our evaluation as of the Evaluation
                   Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5) | The
                   registrant's other certifying officers and I have disclosed, based on our most
                   recent evaluation, to the registrant's auditors and the audit committee of
                   registrant's board of directors (or persons performing the equivalent
                   function):
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all
                   significant deficiencies in the design or operation of internal controls which
                   could adversely affect the registrant's ability to record, process, summarize
                   and report financial data and have identified for the registrant's auditors any
                   material weaknesses in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any
                   fraud, whether or not material, that involves management or other employees who
                   have a significant role in the registrant's internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6) | The
                   registrant's other certifying officers and I have indicated in this quarterly
                   report whether or not there were significant changes in internal controls or in
                   other factors that could significantly affect internal controls subsequent to
                   the date of our most recent evaluation, including any corrective actions with
                   regard to significant deficiencies and material weaknesses.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 13, 2003

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


10

CERTIFICATION

I, John E. Hamilton, certify that:

| | 1) | I
                   have reviewed this quarterly report on Form 10-Q of GPC Capital Corp. II;
| | -- | ----------------------------------------------------------------------------------------------

| | 2) | Based
                   on my knowledge, this quarterly report does not contain any untrue statement of
                   a material fact or omit to state a material fact necessary to make the
                   statements made, in light of the circumstances under which such statements were
                   made, not misleading with respect to the period covered by this quarterly
                   report;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3) | Based
                   on my knowledge, the financial statements, and other financial information
                   included in this quarterly report, fairly present in all material respects the
                   financial condition, results of operations and cash flows of the registrant as
                   of, and for, the periods presented in this quarterly report;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4) | The
                   registrant's other certifying officers and I are responsible for establishing
                   and maintaining disclosure controls and procedures (as defined in Exchange Act
                   Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed
                   such disclosure controls and procedures to ensure that material information
                   relating to the registrant is made known to us by others within those entities,
                   particularly during the period in which the quarterly report is being
                   prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated
                   the effectiveness of the registrant's disclosure controls and procedures as of
                   a date within 90 days prior to the filing date of this quarterly report (the
                   "Evaluation Date"); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented
                   in this quarterly report our conclusions about the effectiveness of the
                   disclosure controls and procedures on our evaluation as of the Evaluation
                   Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5) | The
                   registrant's other certifying officers and I have disclosed, based on our most
                   recent evaluation, to the registrant's auditors and the audit committee of
                   registrant's board of directors (or persons performing the equivalent
                   function):
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all
                   significant deficiencies in the design or operation of internal controls which
                   could adversely affect the registrant's ability to record, process, summarize
                   and report financial data and have identified for the registrant's auditors any
                   material weaknesses in internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any
                   fraud, whether or not material, that involves management or other employees who
                   have a significant role in the registrant's internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6) | The
                   registrant's other certifying officers and I have indicated in this quarterly
                   report whether or not there were significant changes in internal controls or in
                   other factors that could significantly affect internal controls subsequent to
                   the date of our most recent evaluation, including any corrective actions with
                   regard to significant deficiencies and material weaknesses.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 13, 2003

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


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