UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM 10-K
(Mark One)

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

For the fiscal year ended December 31, 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)

Securities Registered pursuant to Section 12(b) of the Act: None

Securities Registered pursuant to Section 12(g) of the Act: None

Indicate by check mark 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 [  ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
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the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

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

There is no established public trading market for the registrant's common
stock, par value $.01 per share.  The aggregate market value of the voting
securities held by non-affiliates of the registrant as of February 28, 1999
was $-0-.  As of February 28, 1999, all of the outstanding common stock, par
value $.01 per share, of the registrant was owned by Graham Packaging
Holdings Company, a Pennsylvania limited partnership.  See Item 12, "Security
Ownership of Certain Beneficial Owners and Management."
                                _______________

                      DOCUMENTS INCORPORATED BY REFERENCE

None.






























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                             GPC CAPITAL CORP. II

                                     INDEX


                                                                          Page
                                                                        Number

PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5


     Item 1.   Business   . . . . . . . . . . . . . . . . . . . . . . . . .  5

     Item 2.   Properties   . . . . . . . . . . . . . . . . . . . . . . . .  7

     Item 3.   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . .  7

     Item 4.   Submission of Matters to a Vote of Security Holders  . . . .  8

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

     Item 5.   Market for Registrant's Common Equity and Related Stockholder
               Matters  . . . . . . . . . . . . . . . . . . . . . . . . . .  8

     Item 6.   Selected Financial Data  . . . . . . . . . . . . . . . . . .  8

     Item 7.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations  . . . . . . . . . . . . . . . . .  9

     Item 7A.  Quantitative and Qualitative Disclosures About Market Risk    10

     Item 8.   Financial Statements and Supplementary Data  . . . . . . . .  11

     Item 9.   Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure   . . . . . . . . . . . . . . . . .  19

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

     Item 10.  Directors and Executive Officers of the Registrant   . . . .  20

     Item 11.  Executive Compensation   . . . . . . . . . . . . . . . . . .  21

     Item 12.  Security Ownership of Certain Beneficial Owners
               and Management  . . . . . . . . . . . . . . . . . . . . . . . 21

     Item 13.  Certain Relationships and Related Transactions   . . . . . .  21


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PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

     Item 14.  Exhibits, Financial Statement Schedules and Reports on
               Form 8-K   . . . . . . . . . . . . . . . . . . . . . . . . .  23















































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                                    PART I

Item 1.  Business

          Unless the context otherwise requires, all references herein to the
"Company," with respect to periods prior to the recapitalization described
below (the "Recapitalization"), refer to the business historically conducted
by Graham Packaging Holdings Company ("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.  Since the
Recapitalization, Graham Packaging Company (the "Operating Company") has been
a wholly owned subsidiary of Holdings.  GPC Capital Corp. II  is a wholly
owned subsidiary of  Holdings.   All references to the "Recapitalization"
herein shall mean the collective reference to the recapitalization of
Holdings and related transactions as described under "--The Recapitalization"
below, including the initial borrowings under the New Credit Agreement (as
defined below), the Senior Discount  Offering (as defined below) and the
related uses of proceeds.  References to "Continuing Graham Partners" herein
refer to Graham Packaging Corporation ("Graham GP Corp."), Graham Family
Growth Partnership or affiliates thereof or other entities controlled by
Donald C. Graham and his family, and references to "Graham Partners" refer to
the Continuing Graham Partners, Graham Engineering Corporation ("Graham
Engineering") and the other partners of Holdings (consisting of Donald C.
Graham and certain entities controlled by Mr. Graham and his family).  All
references to "Management" herein shall mean the management of the Company at
the time in question, unless the context indicates otherwise.  In addition,
unless otherwise indicated, all sources for all industry data and statistics
contained herein are estimates contained in or derived from internal or
industry sources believed by the Company to be reliable.

           CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

          The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended  (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. 
All statements other than statements of historical facts included in this
Report on Form 10-K, including, without limitation, statements regarding the
Company's future financial position, economic performance and results of
operations, business strategy, budgets, 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


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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
("cautionary statements") include, without limitation, those discussed in
"Business" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations".  All subsequent written and oral forward-looking
statements attributable to the Company, or persons acting on its behalf, are
expressly qualified in their entirety by the cautionary statements.

          GPC Capital Corp. II  ("CapCo II") was incorporated in Delaware in
January, 1998.  CapCo II is a wholly owned subsidiary of  Holdings,  which
was formed in 1989.  CapCo II's sole  purpose is to act as co-obligor with
Holdings of the  Senior Discount Notes  (as defined below under "--The
Recapitalization"), and as co-guarantor with Holdings under the New Credit
Agreement (as defined below under "--The Recapitalization").  CapCo II has
only nominal assets, does not conduct any operations and did not receive any
of the proceeds of the offering of the Senior Discount Notes.  Accordingly,
investors in the Senior Discount Notes must look solely to the cash flow and
assets of Holdings for payment of the Senior Discount Notes.

          The principal executive offices of CapCo II are located at 1110
East Princess Street, York, Pennsylvania 17403, Telephone (717) 849-8500.

The Recapitalization

          The Recapitalization  of Holdings  was consummated on February 2,
1998 pursuant to an Agreement and Plan of Recapitalization, Redemption and
Purchase, dated as of December 18, 1997 (the "Recapitalization Agreement"),
by and among (i) Holdings, (ii) the Graham Partners, and (iii) BMP/Graham
Holdings Corporation, a Delaware corporation ("Investor LP") formed by an
affiliate of Blackstone Capital Partners III Merchant Banking Fund L.P., and
BCP/Graham Holdings L.L.C., a Delaware limited liability company and a wholly
owned subsidiary of Investor LP ("Investor GP").

          On February 2, 1998, as part of the Recapitalization,  Holdings and
CapCo II (together with Holdings, the "Holdings Issuers"), consummated an
offering (the "Senior Discount Offering") pursuant to Rule 144A under the
Securities Act of $169,000,000 aggregate principal amount at maturity of
their 10 3/4% Senior Discount Notes Due 2009, Series A (the "Senior Discount
Old Notes").

          In connection with the Recapitalization, the Holdings Issuers
entered into a Registration Rights Agreement with the Initial Purchasers of
the Senior Discount Old Notes, pursuant to which Holdings Issuers agreed to
exchange the Senior Discount Old Notes for Notes having the same terms but



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registered under the Securities Act and not containing the restrictions on
transfer that are applicable to the Senior Discount Old Notes.

          Pursuant to the related Registration Rights Agreement, on September
8, 1998, the Holdings Issuers consummated an exchange offer (the "Senior
Discount Exchange Offer"), pursuant to which the Holdings Issuers issued
$169,000,000 aggregate principal amount  at maturity of their 10 3/4% Senior
Discount Notes Due 2009, Series B (the "Senior Discount Exchange Notes"),
which were registered under the Securities Act, in exchange for an equal
principal amount  at maturity of Senior Discount Old Notes (the Senior
Discount Old Notes and the Senior Discount Exchange Notes being herein called
the "Senior Discount Notes").

          The Recapitalization also included the initial borrowing by the
Operating Company of $403.5 million in connection with a new credit facility
by and among the Operating Company, Holdings and a syndicate of lenders. 
Such new credit facility was amended on August 13, 1998 (as so amended, the
"New Credit Agreement"), as described below under "Management's Discussion
and Analysis of Financial Condition and results of Operations--Liquidity and
Capital Resources" (Item 7).

          CapCo II is co-obligor with Holdings of the Senior Discount Notes
and co-guarantor with Holdings under the New Credit Agreement.

     Employees

          As of December 31, 1998, CapCo II had no employees.

     Environmental Matters

          There are no material environmental matters which relate to
compliance by CapCo II with Federal, State and local environmental
provisions.

     Intellectual Property

          CapCo II does not own any property which is considered intellectual
property.

     Item 2.  Properties

          CapCo II does not own or lease any properties.

     Item 3.  Legal Proceedings

          None.



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     Item 4.  Submission of Matters to a Vote of Security Holders

          No matters were submitted to a vote of security holders during the
fourth quarter of 1998.


                                    PART II

     Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters

          All of CapCo II's common stock, par value $.01 per share ("common
stock"), is owned by Holdings, 1110 East Princess Street, York, Pennsylvania
17403.  There is no established public trading market for CapCo II's common
stock.

          In the first quarter of 1998, CapCo II issued 1,000 shares of
common stock to  Holdings in a transaction exempt from registration under the
Securities Act pursuant to Section 4(2) of the Securities Act.

          As indicated under Item 1, "Business---The Recapitalization", upon
the Closing of the Recapitalization on February 2, 1998, the Holdings Issuers
consummated an offering pursuant to Rule 144A under the Securities Act of
$169,000,000 aggregate principal amount at maturity of their  Senior Discount
Old Notes.   Pursuant to the Purchase Agreement dated January 23, 1998 (the
"Purchase Agreement"), the Initial Purchasers, BT Alex. Brown Incorporated,
Bankers Trust International PLC, Lazard Freres & Co. LLC and Salomon Brothers
Inc, purchased the Senior Discount Old Notes at a price of  57.173% of the
principal amount, for a discount of  2.361% from the initial offering price
of  59.534% or a total discount of $3,990,090.   Pursuant to the Purchase
Agreement, the Holdings Issuers also reimbursed the Initial Purchasers for
certain expenses.  Pursuant to the Senior Discount Exchange Offer, on
September 8, 1998, the Holdings  Issuers issued $169,000,000 aggregate
principal amount  at maturity of their  Senior Discount Exchange Notes in
exchange for an equal principal amount of Senior Discount Old Notes.

          No dividends were paid to the holder of CapCo II's common stock in
1998.

          Under the New Credit Agreement, the Operating Company is subject to
restrictions on the payment of dividends and other distributions to Holdings,
as described in Item 8, "Management's Discussion and Analysis of Financial
Condition and Results of Operations -Liquidity and Capital Resources."

     Item 6.  Selected Financial Data

          None.


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     Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

     Results of Operations

          None.

     Liquidity and Capital Resources

          On February 2, 1998, Holdings and CapCo II, as co-obligor, issued
$100.6 million of Senior Discount Old Notes  ($169 million aggregate
principal amount at maturity.)

          On September 8, 1998, Holdings and Capco II consummated the Senior
Discount Exchange Offer  for all of their outstanding Senior Discount Old
Notes, and issued in exchange therefor their Senior Discount Exchange Notes,
which have the same terms as the Senior Discount Old Notes, except that the
Senior Discount Exchange Notes are registered under the Securities Act and do
not include the restrictions on transfer applicable to the Senior Discount
Old Notes.

          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, the Operating Company refinanced the majority
of its existing credit facilities and entered into 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 December 31, 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 $225 million.  The obligations of the Operating
Company under the New Credit Agreement and Amendment are guaranteed by
Holdings and certain subsidiaries of Holdings, including CapCo II.  The term
loans are payable in quarterly installments through January 31, 2007,
required  a payment of $3.2 million in 1998, and require payments of $5.0
million in 1999, $15.0 million in 2000, $20.0 million in 2001, $25.0 million
in 2002  and $ xx million in 2003.  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.




                                  
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As part of the Amendment to the New Credit Agreement, if certain events of
default  were to occur (including, without limitation, if the Company's Net
Leverage Ratio were above 5.15:1.0 at March 31, 2000), Blackstone has agreed
to make an equity contribution to the Company through the administrative
agent of up to $50 million.   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.

          Under the New Credit Agreement and Amendment, 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.

     Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

          Not applicable.


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    Item 8.  Financial Statements and Supplementary Data


                         INDEX TO FINANCIAL STATEMENTS

                                                                          Page
                                                                        Number
Statement re omission of independent auditors' report . . . . . . . . . . 12

Financial Statements

           Balance Sheet at December 31, 1998 . . . . . . . . . . . . . . 13

           Statement of Income for the year ended December 31, 1998 . . . 14

           Statement of Shareholders' Equity for the year ended 
           December 31,1998 . . . . . . . . . . . . . . . . . . . . . . . 15

           Statement of Cash Flows for the year ended December 31, 1998 . 16

           Notes to Financial Statements  . . . . . . . . . . . . . . . . 17































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Report of independent auditors omitted pursuant to Rule 3-11 of Regulation S-X.













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                             GPC CAPITAL CORP. II
                                 BALANCE SHEET
                               December 31, 1998

Total assets                                                                --

Total liabilities                                                           --

Total shareholders equity                                                   --












































                            See accompanying notes
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                             GPC CAPITAL CORP. II
                              STATEMENT OF INCOME
                     For the Year Ended December 31, 1998

Net sales                                                                   --

Operating income                                                            --

Interest expense, net                                                       --

Net income                                                                  --



















































                            See accompanying notes

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                             GPC CAPITAL CORP. II
                       STATEMENT OF SHAREHOLDERS' EQUITY
                               December 31, 1998

Balance February 2, 1998                                                    --

Balance December 31, 1998                                                   --























































                            See accompanying notes



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                             GPC CAPITAL CORP. II
                            STATEMENT OF CASH FLOWS
                     For the Year Ended December 31, 1998


Operating activities                                                        --

Investing activities                                                        --

Financing activities                                                        --



































                            See accompanying notes

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                             GPC CAPITAL CORP. II
                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 1998

1.         Basis of Presentation

           GPC Capital Corp. II, is wholly owned subsidiary of Graham
Packaging Holdings Company, a Pennsylvania limited partnership formerly known
as Graham Packaging  Company ("Holdings").  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 New Credit Agreement and
Amendment (as defined herein).  GPC Capital Corp. II has only nominal assets
and does not conduct any independent operations.

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,
required a payment of $3.2 million in 1998, and require payments of $5.0
million in 1999, $15.0 million in 2000, $20.0 million in 2001 and $25.0
million in 2002 and $27.5 million in 2003.  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


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commitment fee ranging from 0.20% to 0.50% is due on the unused portion 
of the revolving loan commitment. As part of the Amendment to the New Credit 
Agreement, if certain events of default  were to occur (including, without 
limitation, if the Company's Net Leverage Ratio were above 5.15:1.0 at 
March 31, 2000), Blackstone has agreed to make an equity contribution to 
the Company through the administrative agent of up to $50 million.  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.

           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.

















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     Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

          Not applicable.

                                   PART III

     Item 10.  Directors and Executive Officers of the Registrant

          The directors and executive officers of  CapCo II are as follows:

Name                Age                         Position

Philip R. Yates      51    President, Treasurer and Assistant Secretary and
                           a Director
John E. Hamilton     40    Vice President, Secretary and Assistant Treasurer
                           and a Director
Chinh E. Chu         32    Vice President and a Director
Simon P.             30    Vice President and a Director
Lonergan


          Philip R. Yates has served as President and Chief Executive Officer
of the Operating Company since the Recapitalization. Since the
Recapitalization, Mr. Yates has also served as President and Chief Executive
Officer of GPC Opco GP LLC ("Opco GP"), the general partner of the Operating
Company, and of various subsidiaries of the Operating Company or their
general partner, as President, Treasurer and Assistant Secretary of CapCo II
and GPC Capital Corp I ("CapCo I"), and as a member of the Boards of
Directors of CapCo I and CapCo II. From April 1995 to the Recapitalization,
Mr. Yates served as President and Chief Operating Officer of the Company.
From 1994 to 1995, Mr. Yates served as President of the Company. Prior to
1994, Mr. Yates served in various management positions with the Company.

          John E. Hamilton has served as Chief Financial Officer or Senior
Vice President, Finance and Administration or Vice President, Finance and
Administration of the Operating Company since the Recapitalization. Since
January 21, 1999, Mr. Hamilton has  served as Chief Financial Officer of Opco
GP and Holdings,  and has served as Treasurer and Secretary of Opco GP and of
various subsidiaries of the Operating Company or their general partner since
the Recapitalization.  Since the Recapitalization, Mr. Hamilton has served as
Vice President, Secretary and Assistant Treasurer of CapCo I and CapCo II,
and as a member of the Boards of Directors of CapCo I and CapCo II.
Subsequent to the Recapitalization and until January 21, 1999, Mr. Hamilton
served as Vice President, Finance and Administration of Opco GP and Holdings. 
From November 1992 to the Recapitalization, Mr. Hamilton served as Vice
President, Finance and Administration, North America of the Company. Prior to
1992, Mr. Hamilton served in various management positions with the Company.

          Chinh E. Chu is a Managing Director of The Blackstone Group L.P.
which he joined in 1990. Since the Recapitalization, Mr. Chu has served as


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Vice President, Secretary and Assistant Treasurer of Investor LP and Investor
GP, as a Vice President of CapCo I and CapCo II and as a member of the Boards
of Directors of Investor LP, CapCo I and CapCo II. Prior to joining
Blackstone, Mr. Chu was a member of the Mergers and Acquisitions Group of
Salomon Brothers Inc from 1988 to 1990. He currently serves on the Boards of
Directors of Prime Succession Inc., Roses, Inc. and Haynes International,
Inc.

          Simon P. Lonergan is an Associate of The Blackstone Group L.P.
which he joined in 1996. Since the Recapitalization, Mr. Lonergan has served
as Vice President, Assistant Secretary and Assistant Treasurer of Investor LP
and Investor GP, as a Vice President of CapCo I and CapCo II and as a member
of the Boards of Directors of Investor LP, CapCo I and CapCo II. Prior to
joining Blackstone, Mr. Lonergan was an Associate at Bain Capital, Inc. and a
Consultant at Bain and Co. He currently serves on the Board of Directors of
CommNet Cellular, Inc. and the Advisory Committee of InterMedia Partners VI

          Except as described above, there are no arrangements or
understandings between any director or executive officer and any other person
pursuant to which such person was elected or appointed as a director or
executive officer of CapCo II.

Item 11.  Executive Compensation

Compensation of Directors

          The members of the Board of Directors of CapCo II are not
compensated for their services except that each is reimbursed for his
reasonable expenses in performing his duties as such.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

          CapCo II has outstanding 1,000 shares of common stock  all which
are owned by  Holdings, 1110 East Princess Street, York, Pennsylvania 17403

Item 13.  Certain Relationships and Related Transactions

          An affiliate of BT Alex. Brown Incorporated and Bankers Trust
International PLC, two of the Initial Purchasers of the Old Notes, acquired
approximately a 4.8% equity interest in Investor LP.  Bankers Trust Company,
an affiliate of BT Alex. Brown Incorporated and Bankers Trust International
PLC, acted as administrative agent and provided a portion of the financing
under the New Credit Agreement entered into in connection with the
Recapitalization, for which it received customary commitment and other fees
and compensation.  




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          The New Credit Agreement includes a $100 million Growth Capital
Revolving Credit Facility under which the Operating Company is entitled to
draw amounts for capital expenditure requirements and to finance acquisitions
and investments; provided that loans under the Growth Capital Revolving
Credit Facility may only be incurred to the extent that such loans are
matched with equity contributions from the principal equity holders of
Investor LP (which equity contributions shall, in turn, ultimately be
contributed to the Operating Company) on a dollar-for-dollar basis. 

          As part of the Amendment to the New Credit Agreement, if certain
events of default  were to occur (including, without limitation, if the
Company's Net Leverage Ratio were above 5.15:1.0 at March 31, 2000),
Blackstone has agreed to make an equity contribution to the Company through
the administrative agent of up to $50 million.

          Pursuant to the Purchase Agreement dated January 23, 1998, the
Initial Purchasers, BT Alex. Brown Incorporated, Bankers Trust International
PLC, Lazard Freres & Co. LLC and Salomon Brothers Inc, purchased the Senior
Discount Old Notes at a price of 57.173% of the principal amount, for a
discount of 2.361% from the initial offering price of 59.534% or a total
discount of $3,990,090. Pursuant to the Purchase Agreement, the Holdings
Issuers also reimbursed the Initial Purchasers for certain expenses.



























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                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K


     (a)  The following Financial Statement Schedules and Reports are
included herein:

          None.

          All other schedules are not submitted because they are not
applicable or not required or because the required information is included in
the financial statements or the notes thereto.


     (b)  The following exhibits are filed herewith or incorporated herein by
reference:


Exhibit
Number         Description of Exhibit

 2.1       --      Agreement and Plan of Recapitalization, Redemption and
                   Purchase dated as of December 18, 1997, as amended as of
                   January 29, 1998, by and among Graham Packaging Holdings
                   Company, BCP/Graham Holdings L.L.C., BMP/Graham Holdings
                   Corporation and the other parties named therein
                   (incorporated herein by reference to Exhibit 2.1 to the
                   Registration Statement on Form S-4 (File No. 333- 53603-
                   01)). 

 2.2       --      Purchase Agreement dated January 23, 1998 among Graham
                   Packaging Holdings Company, Graham Packaging Company, GPC
                   Capital Corp. I, GPC Capital Corp. II, BT Alex. Brown
                   Incorporated, Bankers Trust International PLC, Lazard
                   Freres & Co. L.L.C. and Salomon Brothers Inc (incorporated
                   herein by reference to Exhibit 2.2 to the Registration
                   Statement on Form S-4 (File No. 333- 53603-01)).

 3.1       --      Certificate of Incorporation of GPC Capital Corp. II
                   (incorporated herein by reference to Exhibit 3.7 to the
                   Registration Statement on Form S-4 (File No. 333- 53603-
                   01)).

 3.2       --      By-Laws of GPC Capital Corp. II  (incorporated herein by
                   reference to Exhibit 3.8 to the Registration Statement on
                   Form S-4 (File No. 333- 53603-01)).


<PAGE>
<PAGE>

Exhibit
Number     Description of Exhibit

4.1       --      Indenture dated as of February 2, 1998 among Graham
                   Packaging Holdings Company and GPC Capital Corp. II and
                   The Bank of New York, as Trustee, relating to the Senior
                   Discount Notes Due 2009 of Graham Packaging Holdings
                   Company and GPC Capital Corp. II (incorporated herein by
                   reference to Exhibit 4.7 to the Registration Statement on
                   Form S-4 (File No. 333- 53603-01)).

4.2        --      Form of 10 3/4% Senior Discount Note Due 2009, Series A
                   (included in Exhibit 4.7) (incorporated herein by
                   reference to Exhibit 4.8 to the Registration Statement on
                   Form S-4 (File No. 333- 53603-01)).

4.3        --      Form of 10 3/4%  Senior  Discount Note Due 2009, Series B
                   (included in Exhibit 4.7) (incorporated herein by
                   reference to Exhibit 4.9 to the Registration Statement on
                   Form S-4 (File No. 333- 53603-01)).

4.4       --      Registration Rights Agreement dated as of February 2, 1998
                   among Graham Packaging Holdings Company, GPC Capital Corp.
                   II, BT Alex. Brown Incorporated, Bankers Trust
                   International PLC, Lazard Freres & Co. L.L.C. and Salomon
                   Brothers Inc. relating to the Senior Discount Notes Due
                   2009 of Graham Packaging Holdings Company and GPC Capital
                   Corp. II (incorporated herein by reference to Exhibit 4.10
                   to the Registration Statement on Form S-4 (File No. 333-
                   53603-01)).

10.1       --      Credit Agreement dated as of February 2, 1998 among Graham
                   Packaging Holdings Company, Graham Packaging Company, GPC
                   Capital Corp. I, the lending institutions identified in
                   the Credit Agreement and the agents identified in the
                   Credit Agreement (incorporated herein by reference to
                   Exhibit 10.1 to the Registration Statement on Form S-4
                   (File No. 333- 53603-01)).

10.2      --      First Amendment to Credit Agreement dated as of August 13,
                   1998.

24         --      Power of Attorney--Page 26 of Form 10-K.

27         --      Financial Data Schedule.



<PAGE>
<PAGE>

Exhibit
Number     Description of Exhibit

99.1       --      Form of Senior Discount Letter of Transmittal
                   (incorporated herein by reference to Exhibit  to the
                   Registration Statement on Form S-4 (File No. 333- 53603-
                   01)).

99.2       --      Form of Senior Discount Notice of Guaranteed Delivery
                   (incorporated herein by reference to Exhibit  to the
                   Registration Statement on Form S-4 (File No. 333- 53603-
                   01)).

(c)  Reports on Form 8-K




No Reports on Form 8-K were required to be filed during the quarter ended
December 31, 1998.


































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<PAGE>

                                  SIGNATURES

           Pursuant to the requirements of Section 13 or 15(d) 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:     March 29, 1999


                                           GPC CAPITAL CORP. II
                                           (Registrant)


                                           By: /s/ John E. Hamilton

                                           Name:   John E. Hamilton
                                           Title:  Vice President
                                                   (chief accounting officer
                                                   and duly authorized
                                                   officer)






























<PAGE>
<PAGE>

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of GPC Capital Corp. II,
do hereby constitute and appoint Philip R. Yates and John E. Hamilton, or
either of them, our true and lawful attorneys and agents, to sign for us, or
any of us, in our names in the capacities indicated below, any and all
amendments to this report, and to cause the same to be filed with the
Securities and Exchange Commission, granting to said attorneys, and each of
them, full power and authority to do and perform any act and thing necessary
or appropriate to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and we do hereby
ratify and confirm all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on the 29th day of March, 1999 by the following
persons on behalf of the registrant and in the capacities indicated, with
respect to GPC Capital Corp. II:


              Signature                                   Title

         /s/ Philip R. Yates              President, Treasurer and Assistant
                                          Secretary
           Philip R. Yates                And Director (Principal Executive
                                          Officer)

        /s/ John E. Hamilton              Vice President, Secretary and
                                          Assistant
          John E. Hamilton                Treasurer and Director (Principal
                                          Financial
                                          Officer and Principal Accounting
                                          Officer)

          /s/ Chinh E. Chu                Director 
            Chinh E. Chu

        /s/ Simon P. Lonergan             Director 
          Simon P. Lonergan










<PAGE>
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

         No annual report to security holders covering the registrant's last
fiscal year has been sent to security holders.   No proxy statement, form of
proxy or other proxy soliciting material has been sent to more than 10 of the
registrant's security holders with respect to any annual or other meeting of
security holders.