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 1, 2001

                                      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 1, 2001 and December 31, 2000..........................3

          CONDENSED STATEMENTS OF OPERATIONS - For the Three Months
            Ended April 1, 2001 and April 2, 2000...........................4

          CONDENSED STATEMENTS OF SHAREHOLDER'S EQUITY - For the Year
            Ended December 31, 2000 and Three Months Ended April 1, 2001....5

          CONDENSED STATEMENTS OF CASH FLOWS - For the Three Months
            Ended April 1, 2001 and April 2, 2000...........................6

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

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

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

                          PART II. OTHER INFORMATION

Item  6:       Exhibits and Reports on Form 8-K............................10

Signature:.................................................................11




                                      2
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Condensed Financial Statements


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

<TABLE>
<CAPTION>

                                                   April 1,      December 31,
                                                     2001            2000
                                              --------------- ----------------
<S>                                             <C>             <C>


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

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

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

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

</TABLE>

                            See accompanying notes.

                                      3
<PAGE>



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

<TABLE>
<CAPTION>

                                               Three Months Ended
                                        ------------------------------
                                          April 1,         April 2,
                                            2001             2000
                                        --------------- --------------
<S>                                     <C>              <C>

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

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

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

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

</TABLE>

                            See accompanying notes.


                                      4
<PAGE>



<TABLE>
<CAPTION>


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

<S>                                                         <C>

Balance at January 1, 2000.................................. ---

Balance at December 31, 2000................................ ---

Balance at April 1, 2001.................................... ---

</TABLE>


                            See accompanying notes.


                                      5
<PAGE>



<TABLE>
<CAPTION>


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


                                                    Three Months Ended
                                                ----------------------------
                                                 April 1,        April 2,
                                                   2001            2000
                                                -------------- -------------
<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)



1.  Basis of Presentation

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

         GPC Capital Corp. II, a wholly owned subsidiary of Graham Packaging
Holdings Company, a Pennsylvania limited partnership ("Holdings"), was
incorporated in Delaware in January 1998. All entities and assets owned by
Holdings are referred to collectively as the "Company". The sole purpose of
GPC Capital Corp. II is to act as co-obligor with Holdings of the Senior
Discount Notes and as co-guarantor with Holdings under the Senior Credit
Agreement and Amendments (as defined herein). GPC Capital Corp. II has only
nominal assets, does not conduct any independent operations and during the
three months ended April 1, 2001, 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 1, 2001.


2.    Debt Arrangements

         On February 2, 1998, Graham Packaging Company, L.P., 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 1998 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 to provide for an
additional Term Loan Borrowing of an additional $175 million and on March 30,
2000 as described below (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 million and two revolving loan
facilities to the Operating Company totaling $255 million. As part of the
Amendments to the Senior 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 agreed to make an equity contribution to the
Company through the administrative agent of up to $50 million. An equity
contribution of $50 million was made by the Company's owners to the Company on
September 29, 2000, satisfying Blackstone's first obligation under the
Amendments. The Company's Net Leverage Ratio being above 5.15:1.0 at September
30, 2000 was not an event of default under the Senior Credit Agreement and
Amendments. The March 30, 2000 Amendment also changed 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. The
March 30, 2000 Amendment provided for up to an additional $50 million equity
contribution by Blackstone; allowed the proceeds of the equity contribution to
be applied to Revolving Credit Loans; and changed certain covenants,
principally to increase the amount of permitted capital expenditures in 2000
and subsequent years. Pursuant to the terms of the Capital Call Agreement, an
additional equity contribution of $50 million was made by the Company's owners
to the Company on March 29, 2001, satisfying Blackstone's final obligation
under the Capital Call Agreement dated as of August 13, 1998, as amended on
March 29, 2000. This equity contribution was made in advance and in
satisfaction of any capital call tests for quarters ending on or after June
30, 2001. The Company used the proceeds of the Capital Calls to reduce its
outstanding Revolving Credit Loans. In addition, 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.



                                      7
<PAGE>


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


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

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

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


Results of Operations

         None


Liquidity and Capital Resources

         On February 2, 1998, Graham Packaging Company, L.P., 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 1998 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 to provide for an
additional Term Loan Borrowing of an additional $175 million and on March 30,
2000 as described below (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 million and two revolving loan
facilities to the Operating Company totaling $255 million. As part of the
Amendments to the Senior 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 agreed to make an equity contribution to the
Company through the administrative agent of up to $50 million. An equity
contribution of $50 million was made by the Company's owners to the Company on
September 29, 2000, satisfying Blackstone's first obligation under the
Amendments. The Company's Net Leverage Ratio being above 5.15:1.0 at September
30, 2000 was not an event of default under the Senior Credit Agreement and
Amendments. The March 30, 2000 Amendment also changed 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. The
March 30, 2000 Amendment provided for up to an additional $50 million equity
contribution by Blackstone; allowed the proceeds of the equity contribution to
be applied to Revolving Credit Loans; and changed certain covenants,
principally to increase the amount of permitted capital expenditures in 2000
and subsequent years. Pursuant to the terms of the Capital Call Agreement, an
additional equity contribution of $50 million was made by the Company's owners
to the Company on March 29, 2001, satisfying Blackstone's final obligation
under the Capital Call Agreement dated as of August 13, 1998, as amended on
March 29, 2000. This equity contribution was made in advance and in
satisfaction of any capital call tests for quarters ending on or after June
30, 2001. The Company used the proceeds of the Capital Calls to reduce its
outstanding Revolving Credit Loans. In addition, 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.



                                      8
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.



                                      9
<PAGE>


PART II        OTHER INFORMATION


Item 6.        Exhibits and Reports on Form 8-K

     (a)       Exhibits

               None


     (b)       Reports on Form 8-K

               No reports on Form 8-K were required to be filed during the
               quarter ended April 1, 2001.





                                      10
<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, 2001


                                           GPC CAPITAL CORP. II
                                           (Registrant)



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