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: 333-53603-02

                           GPC CAPITAL CORP. I
          (Exact name of registrant as specified in its charter)
     Delaware                                 23-2952403
(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 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.
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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 Company, a Delaware 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. I


                                     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



                                   -3-

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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. I is a
wholly owned subsidiary of the Operating Company.   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 Subordinated 
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
Company believes that the expectations reflected in such forward-looking
statements are reasonable, the Company can give no assurance that such

                                   -5-
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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. I  ("CapCo I") was incorporated in Delaware in
January, 1998.  CapCo I is a wholly owned subsidiary of  the Operating
Company, which was formed in 1994.  CapCo I's sole  purpose is to act as
co-obligor  with the Operating Company of the  Senior Subordinated Notes 
(as defined below under "--The Recapitalization"), and as co-borrower
with the Operating Company under the New Credit Agreement (as defined
below under "--The Recapitalization").  CapCo I has only nominal assets,
does not conduct any operations and did not receive any of the proceeds
of the offering of the Senior Subordinated Notes.  Accordingly, investors
in the Senior Subordinated Notes must look solely to the cash flow and
assets of the Operating Company for payment of the Senior Subordinated
Notes.

     The principal executive offices of CapCo I 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 LP, 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,  the
Operating Company and CapCo I (together with the Operating Company, the
"Company Issuers") consummated an offering (the "Senior Subordinated
Offering") pursuant to Rule 144A under the Securities Act of their Senior
Subordinated Notes Due 2008, consisting of $150,000,000 aggregate
principal amount of their 8 3/4% Senior Subordinated Notes Due 2008,
Series A (the "Fixed Rate Senior Subordinated Old Notes") and $75,000,000
aggregate principal amount of their Floating Interest Rate Subordinated
Term Securities Due 2008, Series A ("FIRSTS"SM)<F1> (the "Floating
Rate Senior Subordinated Old Notes" and, together with the Fixed Rate
Senior Subordinated Old Notes, the "Senior Subordinated Old Notes").

     In connection with the Recapitalization, the Company Issuers
entered into a Registration Rights Agreement with the Initial Purchasers
of the Senior Subordinated Old Notes, pursuant to which the Company
Issuers agreed to exchange the Senior Subordinated Old Notes for Notes

                                   -6-

____________________
[FN]
<F1> "FIRSTS" is a service mark of BT Alex. Brown Incorporated<PAGE>
<PAGE>

having the same terms but registered under the Securities Act and not
containing the restrictions on transfer that are applicable to the Senior
Subordinated Old Notes.

     Pursuant to the related Registration Rights Agreement, on September
8, 1998, the Company Issuers consummated exchange offers (the "Senior
Subordinated Exchange Offers"), pursuant to which the Company Issuers
issued $150,000,000 aggregate principal amount of their 8 3/4% Senior
Subordinated Notes Due 2008, Series B (the "Fixed Rate Senior
Subordinated Exchange Notes"), and $75,000,000 aggregate principal amount
of their Floating Interest Rate Subordinated Term Securities Due 2008,
Series B (the "Floating Rate Senior Subordinated Exchange Notes" and,
together with the Fixed Rate Senior Subordinated Exchange Notes, the
"Senior Subordinated Exchange Notes"), which were registered under the
Securities Act, in exchange for equal principal amounts of Fixed Rate
Senior Subordinated Old Notes and Floating Rate Senior Subordinated Old
Notes, respectively (the Senior Subordinated Old Notes and the Senior
Subordinated Exchange Notes being herein called the "Senior Subordinated
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 I is co-obligor with the Operating Company of the Senior
Subordinated Notes and co-borrower with the Operating Company under the
New Credit Agreement.

Employees

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

Evironmental Matters

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

Intellectual Property

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

Item 2.  Properties

     CapCo I does not own or lease any properties.


Item 3.  Legal Proceedings

     None.




                                   -7-
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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 I's common stock, par value $.01 per share ("common
stock"), is owned by the Operating Company, 1110 East Princess Street,
York, Pennsylvania 17403.  There is no established public trading market
for  CapCo I's common stock.

     In the first quarter of 1998, CapCo I issued 1,000 shares of common
stock to the Operating Company 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 Company
Issuers consummated an offering pursuant to Rule 144A under the
Securities Act of their Senior Subordinated Old Notes, consisting of
$150,000,000 aggregate principal amount of their Fixed Rate Senior
Subordinated Old Notes and $75,000,000 aggregate principal amount of
their Floating Rate Senior Subordinated 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 Subordinated Old Notes at a price of 97.0% of the
principal amount, for a discount of 3% from the initial offering price of
100% or a total discount of $6,750,000.   Pursuant to the Purchase
Agreement, the Company Issuers also reimbursed the Initial Purchasers for
certain expenses.  Pursuant to the Senior Subordinated Exchange Offers,
on September 8, 1998, the Company Issuers issued $150,000,000 aggregate
principal amount of their Fixed Rate Senior Subordinated Exchange Notes
and $75,000,000 aggregate principal amount of their Floating Rate Senior
Subordinated Exchange Notes in exchange for equal principal amounts of
Fixed Rate Senior Subordinated Old Notes and Floating Rate Senior
Subordinated Old Notes, respectively.

      The Senior Subordinated Old Notes were, and the Senior
Subordinated Exchange Notes are, fully and unconditionally guaranteed by
Holdings on a senior subordinated basis.

     No dividends were paid to the holder of CapCo I'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.


                                   -7-
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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, the Operating Company and CapCo I as co-
obligor, issued $225 million of Senior Subordinated Old Notes

     On September 8, 1998, the Operating Company and CapCo I consummated
the Senior Subordinated Exchange Offers for all of their outstanding
Senior Subordinated Old Notes, and issued in exchange therefor their
Senior Subordinated Exchange Notes, which have the same terms as the
Senior Subordinated Old Notes, except that the Senior Subordinated
Exchange Notes are registered under the Securities Act and do not include
the restrictions on transfer applicable to the Senior Subordinated Old
Notes.  The Senior Subordinated Old Notes were, and the Senior
Subordinated Exchange Notes are, fully and unconditionally guaranteed by
Holdings on a senior subordinated basis.

     The Senior Subordinated Notes mature on January 15, 2008, with
interest payable on $150 million at 8.75% and with interest payable on
$75 million at LIBOR plus 3.625%.

     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.  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 $ 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

                                   -9-
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<PAGE>

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.
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 Due 2009
issued by Holdings and GPC Capital Corp II ("CapCo II").

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

     Not applicable.
























                                   -10-
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Item 8.  Financial Statements and Supplementary Data

 
                         INDEX TO FINANCIAL STATEMENTS

                                                                          Page
                                                                        Number
Statement re Omission of 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

































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



















                                   -12-
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                           GPC CAPITAL CORP. I
                              BALANCE SHEET
                            December 31, 1998



Total assets                                                             --

Total liabilities                                                        --

Total shareholders equity                                                --



                         See accompanying notes.







































                                   -13-
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                           GPC CAPITAL CORP. I
                           STATEMENT OF INCOME
                   For the Year Ended December 31, 1998



Net sales                                                                  --

Operating income                                                           --

Interest expense, net                                                      --

Net income                                                                 --

                          See accompanying notes




































                                   -14-
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                           GPC CAPITAL CORP. I
                    STATEMENT OF SHAREHOLDERS' EQUITY
                            December 31, 1998



Balance February 2, 1998                                                  --

Balance December 31, 1998                                                 --



                         See accompanying notes.








































                                   -15-
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                           GPC CAPITAL CORP. I
                         STATEMENT OF CASH FLOWS
                   For the Year Ended December 31, 1998



Operating activities                                                      --

Investing activities                                                      --

Financing activities                                                      --


                         See accompanying notes.








































                                   -16-
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                           GPC CAPITAL CORP. I
                      NOTES TO FINANCIAL STATEMENTS

                            December 31, 1998


1.   Basis of Presentation

     GPC Capital Corp. I, is wholly owned subsidiary of Graham Packaging
Company, a Delaware limited partnership formerly known as Graham
Packaging Holdings I, L.P. (the "Operating Company").  The sole purpose
of GPC Capital Corp. I is to act as co-obligor with the Operating Company
of the Senior Subordinated Notes and as co-borrower with the Operating
Company under the New Credit Agreement and Amendment (as defined herein). 
GPC Capital Corp. I has only nominal assets and does not conduct any
independent operations.

     The Operating Company is a wholly owned subsidiary of Graham
Packaging Holdings Company, a Pennsylvania limited partnership formerly
known as Graham Packaging Company ("Holdings").  Holdings has fully and
unconditionally guaranteed the Senior Subordinated Notes of the Operating
Company and GPC Capital Corp. I on a senior subordinated basis.

2.   Debt Arrangements

     On February 2, 1998, the Operating Company and GPC Capital Corp. I,
as co-obligor, issued $225 million of Senior Subordinated Notes Due 2008. 
The Senior Subordinated Notes are fully and unconditionally guaranteed on
a senior subordinated basis by Holdings and mature on January 15, 2008,
with interest payable on $150 million at 8.75% and with interest payable
on $75 million at LIBOR plus 3.625%.

     On February 2, 1998, 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

                                   -17-
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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. 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, the Operating Company and GPC Capital Corp. I
consummated exchange offers for all of their outstanding Senior
Subordinated Notes Due 2008 which had been issued on February 2, 1998
(the "Old Notes"), and issued in exchange therefor their Senior
Subordinated Notes Due 2008, 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.  The Old Notes
were, and the Exchange Notes are, fully and unconditionally guaranteed by
Holdings on a senior subordinated basis.


                                   -18-





















































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

     None.

                                   -19-
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                                 PART III

Item 10.  Directors and Executive Officers of the Registrant

     The directors and executive officers of  CapCo I 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. Lonergan        30     Vice President and a Director


     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 I and CapCo II, 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 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


                                   -20-
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<PAGE>

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 I.

Item 11.  Executive Compensation

Compensation of Directors

     The members of the Board of Directors of CapCo I 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 I has outstanding 1,000 shares of common stock  all which are
owned by  the Operating Company, 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 Senior
Subordinated 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.  

     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 Subordinated Old Notes at a price of 97.0% of the

                                   -21-
<PAGE>
<PAGE>

principal amount, for a discount of 3% from the initial offering price of
100% or a total discount of $6,750,000.  Pursuant to the Purchase
Agreement, the Company Issuers also reimbursed the Initial Purchasers for
certain expenses.


















































                                   -22-
<PAGE>
<PAGE>

                                 PART IV

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

     Schedule II -Valuation and Qualifying Accounts

          (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- 53603-02)). 

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- 53603-02)).

3.1   --  Certificate of Incorporation of GPC Capital Corp. I
          (incorporated herein by reference to Exhibit 3.3 to the
          Registration Statement on Form S-4 (File No. 333- 53603-02)).

3.2   --  By-Laws of GPC Capital Corp. I  (incorporated herein by
          reference to Exhibit 3.4 to the Registration Statement on Form
          S-4 (File No. 333- 53603-02)).

3.3   --  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- 53603-02)).




                                   -23-
<PAGE>
<PAGE>

3.4   --  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- 53603-02)).
 
4.1   --  Indenture dated as of February 2, 1998 among Graham Packaging
          Company and GPC Capital Corp. I  and Graham Packaging Holdings
          Company, as guarantor, and United States Trust Company of New
          York, as Trustee, relating to the Senior Subordinated Notes
          Due 2008 of Graham Packaging Company and GPC Capital Corp. I,
          unconditionally guaranteed by Graham Packaging Holdings
          Company (incorporated herein by reference to Exhibit 4.1 to
          the Registration Statement on Form S-4 (File No. 333- 53603-
          02)).

4.2   --  Form of 8 3/4% Senior Subordinated Note Due 2008, Series A
          (included in Exhibit 4.1)(incorporated herein by reference to
          Exhibit 4.2 to the Registration Statement on Form S-4 (File
          No. 333- 53603-02)).

4.3   --  Form of 8 3/4% Senior Subordinated Note Due 2008, Series B
          (included in Exhibit 4.1) (incorporated herein by reference to
          Exhibit 4.3 to the Registration Statement on Form S-4 (File
          No. 333- 53603-02)).

4.4   --  Form of Floating Interest Rate Term Security Due 2008, Series
          A (included in Exhibit 4.1) (incorporated herein by reference
          to Exhibit 4.4 to the Registration Statement on Form S-4 (File
          No. 333- 53603-02)).

4.5   --  Form of Floating Interest Rate Term Security Due 2008, Series
          B (included in Exhibit 4.1) (incorporated herein by reference
          to Exhibit 4.5 to the Registration Statement on Form S-4 (File
          No. 333- 53603-02)).

4.6   --  Registration Rights Agreement dated as of February 2, 1998
          among Graham Packaging Company and GPC Capital Corp. I and
          Graham Packaging Holdings Company, as guarantor, and BT Alex.
          Brown Incorporated, Bankers Trust International PLC, Lazard
          Freres & Co. L.L.C. and Salomon Brothers Inc,  relating to the
          Senior Subordinated Notes Due 2008 of Graham Packaging Company
          and GPC Capital Corp. I, unconditionally guaranteed by Graham
          Packaging Holdings Company (incorporated herein by reference
          to Exhibit 4.6 to the Registration Statement on Form S-4 (File
          No. 333- 53603-02)).

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-
          02)).


                                   -24-
<PAGE>

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

24    --   Power of Attorney--Page 27 of Form 10-K.

27    --   Financial Data Schedule.

99.1  --   Form of Fixed Rate Senior Subordinated Letter of Transmittal
           (incorporated herein by reference to Exhibit  to the
           Registration Statement on Form S-4 (File No. 333- 53603-02)).

99.2  --  Form of Fixed Rate Senior Subordinated Notice of Guaranteed
          Delivery (incorporated herein by reference to Exhibit  to the
          Registration Statement on Form S-4 (File No. 333- 53603-02)).

99.3  --  Form of Floating Rate Senior Subordinated Letter of
          Transmittal (incorporated herein by reference to Exhibit  to
          the Registration Statement on Form S-4 (File No. 333- 53603-
          02)).

99.4  --  Form of Floating Rate Senior Subordinated Notice of Guaranteed
          Delivery (incorporated herein by reference to Exhibit  to the
          Registration Statement on Form S-4 (File No. 333- 53603-02)).


(c)  Reports on Form 8-K

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


                                   


                                   -25-
<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. I
  (Registrant)


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
















                                   -26-
<PAGE>
<PAGE>

                            POWER OF ATTORNEY

     We, the undersigned officers and directors of GPC Capital Corp. I,
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. I:


                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 Treasurer and Director
       John E. Hamilton                        (Principal Financial
                                               Officer and Principal Accounting
                                               Officer)

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

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















                                   -27-
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<PAGE>

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.













































                                   -28-