FORM 10-Q

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


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

For the quarterly period ended June 30, 2000

                               OR

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

For the transition period from                  to              .

Commission file number:  0-20704


           GRAPHIC PACKAGING INTERNATIONAL CORPORATION
     (Exact name of registrant as specified in its charter)

           Colorado                          84-1208699
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)           Identification No.)

   4455 Table Mountain Drive,  Golden, Colorado     80403
     (Address of principal executive offices)     (Zip Code)

                         (303) 215-4600
      (Registrant's telephone number, including area code)


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 [  ]

There  were 29,396,002 shares of common stock outstanding  as  of
August 1, 2000.



                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


              GRAPHIC PACKAGING INTERNATIONAL CORPORATION
                     CONSOLIDATED INCOME STATEMENT
                 (In thousands, except per share data)

                               Three months ended      Six months ended
                                    June 30,               June 30,
                                 2000       1999       2000      1999
                               --------	  --------    --------  --------
Net sales                      $262,285   $163,595    $525,734  $329,571

  Cost of goods sold            229,696    132,272     461,761   268,684
                               --------   --------    --------  --------
Gross profit                     32,589     31,323      63,973    60,887

  Selling, general and
    administrative expense       15,966     16,414      31,643    31,709
  Goodwill amortization           4,202      1,944       8,500     3,951
  Restructuring charge              ---        ---       3,420       ---
                               --------   --------    --------  --------
Operating income                 12,421     12,965      20,410    25,227

Gain on sale of assets - net        ---        ---       5,407       ---
Interest expense - net          (16,437)    (3,786)    (31,387)   (8,294)
                               --------   --------    --------  --------
Income (loss) from continuing
operations before income taxes   (4,016)     9,179      (5,570)   16,933

Income tax (expense) benefit      1,547     (3,399)      2,168    (6,645)
                               --------   --------    --------  --------
Income (loss) from continuing
operations                       (2,469)     5,780      (3,402)   10,288

Discontinued operations, net
  of tax
   Income from discontinued
    operations of CoorsTek          ---      5,482         ---    10,692
   Loss from discontinued
    operations of Kalamazoo
    Board Mill                   (1,792)       ---      (4,315)      ---
                               --------   --------    --------  --------
Net income (loss)               ($4,261)   $11,262     ($7,717)  $20,980
                               ========   ========    ========  ========
Income (loss) per basic share:
    Continuing operations        ($0.09)     $0.20      ($0.12)    $0.36
    Discontinued operations       (0.06)      0.20       (0.15)     0.38
                               --------   --------     -------- --------
    Net income (loss)            ($0.15)     $0.40      ($0.27)    $0.74
                               ========   ========    ========  ========
Income (loss) per diluted
  share:
    Continuing operations        ($0.09)     $0.20      ($0.12)    $0.36
    Discontinued operations       (0.06)      0.19       (0.15)     0.37
                               --------   --------    --------  --------
    Net income (loss)            ($0.15)     $0.39      ($0.27)    $0.73
                               ========   ========    ========  ========
Weighted average shares
outstanding - basic              28,985     28,443      28,824    28,435
                               ========   ========    ========  ========
Weighted average shares
outstanding - diluted            29,355     28,748      29,188    28,734
                               ========   ========    ========  ========

See Notes to Consolidated Financial Statements.



        GRAPHIC PACKAGING INTERNATIONAL CORPORATION
               CONSOLIDATED BALANCE SHEET
           (In thousands, except share data)

                                       June 30,     December 31,
                                         2000           1999
                                     -----------     ----------
ASSETS
Current assets:
Cash and cash equivalents                 $3,923        $15,869
Accounts receivable, net                  78,374         68,762
Note receivable                              ---        200,000
Inventories:
   Finished                               67,966         55,451
   In process                             20,495         20,466
   Raw materials                          39,119         43,472
                                     -----------     ----------
Total inventories                        127,580        119,389
Other assets                              29,450         25,444
Net current assets of
  discontinued operations                 17,368          4,501
                                     -----------     ----------
    Total current assets                 256,695        433,965

Properties at cost, less
  accumulated depreciation
  of $173,997 in 2000 and
  $144,656 in 1999                       411,117        427,489
Goodwill, net                            487,872        490,558
Other assets                              43,333         54,527
Net noncurrent assets of
  discontinued operations                211,913        220,499
                                     -----------     ----------
Total assets                          $1,410,930     $1,627,038
                                     ===========     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt    $206,000       $400,000
Other current liabilities                117,697        141,191
                                     -----------     ----------
   Total current liabilities             323,697        541,191

Long-term debt                           622,000        615,500
Other long-term liabilities               47,498         47,037
                                     -----------     ----------
   Total liabilities                     993,195      1,203,728

Shareholders' equity
Preferred stock, $0.01 par
  value, 20,000,000 shares
  authorized and no shares
  issued or outstanding                      ---            ---
Common stock, $0.01 par value
  100,000,000 shares authorized
  and 29,229,768 and 28,576,771
  issued and outstanding at
  June 30, 2000, and December
  31, 1999, respectively                     292            286
Paid-in capital                          425,029        422,885
Retained earnings (deficit)               (7,717)           ---
Accumulated other comprehensive
  income                                     131            139
                                     -----------     ----------
   Total shareholders' equity            417,735        423,310
                                     -----------     ----------
Total liabilities and shareholders'
  equity                              $1,410,930     $1,627,038
                                     ===========     ==========

See Notes to Consolidated Financial Statements.



        GRAPHIC PACKAGING INTERNATIONAL CORPORATION
            CONSOLIDATED STATEMENT OF CASH FLOWS
                       (In thousands)

                                        Six months ended
                                             June 30,
                                        2000         1999
                                      --------     --------
Cash flows from operating
 activities:
   Net income (loss)                  ($7,717)      $20,980
   Adjustments to reconcile net
   income (loss) to net cash
   provided by operating
   activities:
      Restructuring charge               3,420          ---
      Gain on sale of assets            (5,407)         ---
      Depreciation and amortization     42,758       30,049

      Change in current assets and
        current liabilities and
        other                          (44,450)       4,278
                                      --------     --------
Net cash provided by (used in)
 operating activities                  (11,396)      55,307
                                      --------     --------

Cash flows from investing
 activities:
      Collection of note receivable    200,000          ---
      Capital expenditures             (17,102)     (37,513)
      Sale of assets                     5,596          ---
      Acquisitions, net of cash
        acquired                           ---      (55,008)
      Other                                ---        4,076
                                      --------     --------
Net cash provided by (used in)
  investing activities                 188,494      (88,445)
                                      --------     --------

Cash flows from financing
 activities:
      Repayment of debt               (219,000)      (9,500)
      Proceeds from borrowings          31,500       53,763
      Other                             (1,544)         ---
                                      --------     --------
Net cash provided by (used in)
 financing activities                 (189,044)      44,263
                                      --------     --------

Cash and cash equivalents:
   Net increase (decrease) in cash
     and cash equivalents              (11,946)      11,125
   Balance at beginning of period       15,869       26,196
                                      --------     --------
   Balance at end of period             $3,923      $37,321
                                      ========     ========


Cash flows from discontinued operations are included in the
Consolidated Statement of Cash Flows.



See Notes to Consolidated Financial Statements




  GRAPHIC PACKAGING INTERNATIONAL CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Nature    of   Operations:    Graphic   Packaging   International
Corporation   (the  "Company"  or  "Graphic  Packaging")   is   a
manufacturer  of  packaging products  used  by  consumer  product
companies  as primary packaging for their end-use products.   The
Company's  strategy is to maximize its competitive  position  and
growth  opportunities  in  its core  business,  folding  cartons.
Toward  this  end, over the past several years  the  Company  has
acquired  two  significant  folding  carton  businesses  and  has
disposed  of  several  non-core businesses  and  under-performing
assets.

     Amounts  included in the notes to the consolidated financial
statements  pertain to continuing operations only,  except  where
otherwise noted.


Note 1.  Discontinued Operations

     The  historical operating results of the following  business
segments have been segregated as discontinued operations  on  the
accompanying  Consolidated Income Statement for  the  three-month
and  six-month periods ended June 30, 2000 and 1999.   Net assets
from  these  discontinued operations are similarly segregated  on
the  face of the accompanying Consolidated Balance Sheet for  the
applicable  periods.   Discontinued  operations  have  not   been
segregated on the Consolidated Statement of Cash Flows.

     CoorsTek Spin-off

     On  December  31,  1999,  the Company  distributed  100%  of
CoorsTek's  shares  of  common stock  to  the  Graphic  Packaging
shareholders  in  a tax-free transaction.  Shareholders  received
one  share  of  CoorsTek stock for every four shares  of  Graphic
Packaging  stock  held.  CoorsTek issued  a  promissory  note  to
Graphic  Packaging on December 31, 1999 totaling $200 million  in
satisfaction of outstanding intercompany obligations at the  time
of  the  spin-off and as a one-time, special dividend.  The  note
was  paid  in  full  on January 4, 2000.   No gain  or  loss  was
recognized  by  Graphic  Packaging as a result  of  the  spin-off
transaction.

     Kalamazoo Mill

     The  Company purchased the Kalamazoo Mill on August 2,  1999
as  part of the acquisition of the Fort James packaging business.
The  Kalamazoo  Mill  produces coated  recycled  paperboard.   In
December  1999, the Board of Directors approved a plan  to  offer
the  Kalamazoo Mill for sale and to use the anticipated  proceeds
from  the  sale to repay a one-year term loan  originally due  on
August  1, 2000.   The  Company  has  been  unable  to  sell  the
Mill  and therefore,  as  discussed  below, has recently extended
the $169 million one-year  term  loan  to  August  15,  2000  and
is in negotiations to  further restructure  its capital structure
by  that  date.  An  estimated  fair value  of $225  million  was
ascribed to  the  net  assets   of  the   Kalamazoo  Mill,  which
includes  approximately  $106  million  of  preliminary  goodwill
allocated from  the  continuing  operations  of  the  Fort  James
packaging  business  acquisition.   The   amount  of  preliminary
goodwill allocated to the Kalamazoo  Mill is  subject  to  change
upon  sale   or  other disposition.  As a result, no gain or loss
will be recorded upon any  sale.   The Company allocated approxi-
mately $5.2 million of interest expense to the Kalamazoo Mill for
the three months ended June 30, 2000 and $9.9 million for the six
months ended June  30, 2000,  based upon the estimated fair value
of $225 million.

     Financial  data  for  the Kalamazoo Mill  and  CoorsTek  are
summarized  as  follows  (in  thousands,  except  for  per  share
information):

                 Three months    Six months    Three months   Six months
                    ended           ended           ended         ended
                 June 30, 2000  June 30, 2000  June 30, 1999 June 30, 1999
                 Kalamazoo Mill Kalamazoo Mill   CoorsTek      CoorsTek
                 -------------- -------------- ------------- -------------
Net sales           $10,904        $23,775        $95,411      $171,990
                 ============== ============== ============= =============
Income (loss)
 from operations
 before income
 taxes              ($2,986)       ($7,191)        $8,983       $17,547
Income tax
 (expense)
 benefit              1,194          2,876         (3,501)       (6,855)
                 -------------- -------------- ------------- -------------
Net income
 (loss)             ($1,792)       ($4,315)        $5,482       $10,692
                 ============== ============== ============= =============
Per basic share
 of common stock     ($0.06)        ($0.15)         $0.20         $0.38
                 ============== ============== ============= =============
Per diluted share
 of common stock     ($0.06)        ($0.15)         $0.19         $0.37
                 ============== ============== ============= =============



                                June 30, 2000   December 31, 1999
                                Kalamazoo Mill    Kalamazoo Mill
                                --------------  -----------------
Current assets                     $19,743            $18,449
Current
  liabilities                       (2,375)           (13,948)
                                --------------  -----------------
Net current
  assets                           $17,368             $4,501
                                ==============  =================

Noncurrent
  assets                          $216,559           $224,619
Noncurrent
  liabilities                       (4,646)            (4,120)
                                --------------  -----------------
Net noncurrent
  assets                          $211,913           $220,499
                                ==============  =================


     Significant  estimates  have been made  by  management  with
respect to the estimated fair value of the Kalamazoo Mill and the
resultant  goodwill  and  interest allocations.   Actual  results
could  differ from these estimates making it reasonably  possible
that a change in these estimates could occur in the near term.


Note 2.  Asset Impairment and Restructuring Charges

     On  May  12, 2000, the Company announced the planned closure
of  the Perrysburg, Ohio folding carton plant.  The shutdown  and
related  restructuring plan for the Perrysburg facility  included
asset   impairments  totaling  $6.50  million  and  restructuring
reserves  of  $1.35 million, which were recorded  in  the  second
quarter.   The costs to shut down the Perrysburg facility,  which
was part of the acquisition of the Fort James packaging business,
have  been  accounted  for as a cost of the acquisition,  with  a
resultant adjustment to goodwill.  The Company plans to  complete
the  closure  of  the  plant and the transition  of  the  plant's
business  to  other Company facilities by the end  of  the  third
quarter of 2000.

     The  Company recorded a restructuring charge of $3.4 million
in the first quarter of 2000 for anticipated severance costs as a
result of the announced closure of the Saratoga Springs, New York
plant.  The Saratoga Springs plant is being closed pursuant to  a
plant  rationalization plan approved by the  Company's  Board  of
Directors  in the fourth quarter of 1999.  The Company  plans  to
complete  the  closure  of the Saratoga  Springs  plant  and  the
transition of the plant's business to other Company facilities by
the end of the third quarter of 2000.

     A  restructuring charge of $1.9 million was recorded in  the
fourth  quarter of 1999 primarily related to severance  costs  at
the Lawrenceburg, Tennessee plant.  The Company initially planned
to  complete  this restructuring, including the  closure  of  the
Boulder,  Colorado  plant  and the  reduction  in  force  at  the
Lawrenceburg, Tennessee plant, by the end of the third quarter of
2000.   However, customer needs in both Boulder and Lawrenceburg,
coupled  with  the timing of the transition of  business  to  the
Company's new Golden, Colorado facility, will delay completion of
the restructuring until the end of 2000.

     The   following  summarizes  the  activity  related  to  the
Company's restructuring charges for the six months ended June 30,
2000 (in thousands):

     Restructuring reserve balance
        at December 31, 1999                 $1,720

     First quarter restructuring charge       3,420

     Second quarter restructuring charge      1,350

     Cash paid                                 (860)
                                             ------
     Restructuring reserve balance
        at June 30, 2000                     $5,630
                                             ======

Note 3.   Gain on Sale of Assets

     The  Company sold patents and various long-lived  assets  of
its  former developmental businesses during the first quarter  of
2000  for consideration of approximately $6.2 million.  A pre-tax
gain  of  $5.4  million was recognized relating  to  these  asset
sales.

      The  Company is also actively pursuing the sale of  another
non-core  asset.   Any  proceeds  will  be  used  to  reduce  the
Company's debt.


Note 4.  Segment Information

     The Company's reportable segments are based on its method of
internal  reporting,  which is based on  product  category.   The
Company  has  one  reportable segment in 2000 -  Packaging.   The
Company's  1999  reportable  segments,  after  consideration  for
discontinued  operations,  include an  "Other"  segment  and  are
presented for comparative purposes.  The Other segment includes a
real  estate  development partnership, a majority interest  in  a
group  of  solar electric distribution companies prior  to  their
sale  in  August  1999,  and several technology-based  businesses
prior to March 1999.

     The  tables below summarize information, in thousands, about
the   Company's  reportable  segments.   Discontinued  operations
include the Kalamazoo Mill in 2000 and CoorsTek in 1999.


Three months                         Depreciation
ended              Net    Operating      And          Capital
June 30, 2000     Sales    Income    Amortization  Expenditures
-------------   --------  ---------  ------------  ------------
Packaging       $262,285   $12,421      $16,868       $7,351
Discontinued
  operations         ---       ---        4,453          783
                --------  ---------  ------------  ------------
Consolidated
  total         $262,285   $12,421      $21,321       $8,134
                ========  =========  ============  ============

Three months
ended
June 30, 1999
-------------
Packaging       $148,534   $14,784       $8,727      $15,294
Other             15,061         2          101          493
                --------  ---------  ------------  ------------
  Segment total  163,595    14,786        8,828       15,787
Corporate            ---    (1,821)          67           18
Discontinued
  operations         ---       ---        6,702        2,423
                --------  ---------  ------------  ------------
Consolidated
  total         $163,595   $12,965      $15,597      $18,228
                ========  =========  ============  ============



Six months                            Depreciation
ended               Net    Operating      and         Capital
June 30, 2000      Sales    Income    Amortization  Expenditures    Assets
-------------   --------  ---------  ------------  ------------  ----------
Packaging       $525,734   $20,410      $33,882      $15,965     $1,181,649
Discontinued
  operations,
  net assets         ---       ---        8,876        1,137        229,281
                --------  --------   ------------  ------------  ----------
Consolidated
  total         $525,734   $20,410      $42,758      $17,102     $1,410,930
                ========  ========   ============  ============  ==========

Six months
ended
June 30, 1999
-------------
Packaging       $299,261   $27,623      $17,293      $32,565       $568,385
Other             30,310       427          531          959         54,426
                --------  ---------  ------------  ------------  ----------
  Segment total  329,571    28,050       17,824       33,524        622,811
Corporate            ---    (2,823)         135           18        110,569
Discontinued
  operations,
  net assets         ---       ---       12,090        3,971        195,413
                --------  --------   ------------  ------------  ----------
Consolidated
  total         $329,571   $25,227      $30,049      $37,513       $928,793
                ========  ========   ============  ============  ==========


Note 5.    Shareholders' Rights Plan

     On   June   1,   2000,  the  Company  effected  a   dividend
distribution  of  shareholder  rights  (the  Rights)  that  carry
certain conversion rights in the event of a significant change in
beneficial  ownership of the Company.   One right is attached  to
each  share of the Company's common stock outstanding and is  not
detachable until such time as beneficial ownership of 15% or more
of  the  Company's  outstanding  common  stock  has  occurred  (a
Triggering  Event)  by  a  person  or  group  of  affiliated   or
associated  persons (an Acquiring Person).  Each  Right  entitles
each  registered  holder  (excluding  the  Acquiring  Person)  to
purchase  from the Company one-thousandth of a share of Series  A
Junior  Participating Preferred Stock, par value $.01 per  share,
at a purchase price of $42.00.  Registered holders receive shares
of  the Company's common stock valued at twice the exercise price
of the Right upon exercise.  Upon a Triggering Event, the Company
is  entitled to exchange one share of the Company's common  stock
for each right outstanding or to redeem the Rights at a price  of
$.001 per Right.  The Rights will expire on June 1, 2010.


Note 6.  Subsequent Events

     As  discussed above, the Company has been unable to close on
the planned sale of the Kalamazoo Mill. As the Company planned to
use the proceeds from this sale to repay the remaining balance of
$169  million  on  its  one-year term loan due  August  1,  2000,
alternative measures have been pursued to meet the Company's debt
obligation.

     In  July 2000, the Company secured an extension of  the  due
date  on  the  $169 million one-year term loan until  August  15,
2000.  During  the extension period, the Company  has  pursued  a
strategy to strengthen its capital structure, as detailed below.

     On  August  2,  2000,  the  Company  announced  the  planned
issuance  of  1  million  shares  of  10%  Series  B  Convertible
Preferred  Stock to the Grover C. Coors Trust, an existing share-
holder, for $100 per share.  The expected closing date  is August
15, 2000 and the proceeds are to be used  to  reduce the one-year
term loan  balance  to $69 million.  The preferred stock issuance
is   contingent,   among other  conditions, upon   the  necessary
approvals and loan modifications by the Company's banking  group,
a further  extension  of  the remaining  $69  million balance due
on the one-year term loan to August  15, 2001, receiving fairness
opinions and the absence  of legal proceedings that would prevent
the sale.   Terms  of  the preferred stock issuance include a 10%
cumulative  participating dividend payable quarterly, liquidation
preferences  and  voting and  registration  rights, as  well as a
conversion feature at 125% of  the  Company's common stock market
value based on the average  closing  price  for five trading days
before closing. The  Company has  a  redemption  option beginning
in 2005, while the security holder  may redeem all or part of the
preferred  stock after  ten years.  The security holder's redemp-
tion provision is subject to termination under certain conditions.

     In  addition,  negotiations continue to move forward  toward
the  sale of another non-core asset in the third quarter, and the
Company  is marketing subordinated debt which would complete  the
capital  restructuring needed to satisfy the Company's short-term
obligations under its existing debt facilities.


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

General Business Overview

      Graphic  Packaging International Corporation (the "Company"
or  "Graphic Packaging") is a manufacturer of packaging  products
used by consumer product companies as primary packaging for their
end-use  products.  Over the past several years, and  culminating
with  the spin-off of CoorsTek on December 31, 1999, the  Company
has  moved  from  a  diversified group  of  subsidiaries  -  each
operating  in  different markets - to a Company  focused  on  the
folding   carton   segment   of  the  packaging   industry.    By
strategically  disposing  of  non-core  businesses   and   under-
performing assets; acquiring two major businesses in the  folding
carton industry; and executing rationalization plans, the Company
has developed into one of the largest folding carton companies in
North America.

      On  August  2, 1999, the Company purchased the  Fort  James
packaging  business, which included 12 folding carton  converting
operations  located  throughout  North  America  and  a  recycled
paperboard  mill  located in Kalamazoo, Michigan  (the  Kalamazoo
Mill)  for  approximately $849 million.  The  Kalamazoo  Mill  is
currently being offered for sale.

     On   September  2,  1999,  the  Company  sold  its  flexible
packaging  plants  for approximately $105 million  in  cash.   On
August  3,  1999 the Company sold its interest in a solar  energy
distribution  business (Golden Genesis Company) for approximately
$21   million   in  cash,  plus  $10  million  in  repayment   of
intercompany debt.

Segment Information

     The  Company's continuing operations include one  reportable
business  segment  in 2000 - Packaging.  Discontinued  operations
include  the  Kalamazoo  Mill  and  CoorsTek,  operating  in  the
paperboard  milling and ceramics industries,  respectively.   The
Company's  operations  in  1999  included  an  "Other"   segment,
consisting  of a real estate development partnership, a  majority
interest  in  a  group  of solar electric distribution  companies
prior  to their sale in August 1999, and several technology-based
businesses prior to March 1999.

Results from Continuing Operations

     Consolidated net sales for the three months ended  June  30,
2000 increased to $262.3 million as compared to consolidated  net
sales of $163.6 million for the same period in 1999.  For the six
months  ended  June 30, consolidated net sales  increased  $196.2
million  to  $525.7 million compared to the first half  of  1999.
The  60%  increases over 1999 are primarily due to the additional
revenues  generated  by  the former Fort James  plants  in  2000,
partially  off-set  by  the loss of revenues  from  the  flexible
plants  sold in the third quarter of 1999.  The Company has  also
gained  approximately  $30  million of annual additional business
in the second quarter of 2000, which management attributes to the
Company's focus on customer service and to the benefits of having
acquired  the  capacity to better service large accounts  through
the Fort James acquisition.

     Consolidated gross profit margins for the second quarter and
the  six  months  ended  June  30, 2000  were  12.4%  and  12.2%,
respectively,  decreasing from the 19.1% and 18.5%  gross  profit
margins achieved in the comparable periods of 1999.  The decrease
corresponds to the higher volume, lower margin product mix in the
Company's  business in 2000 when compared to the product  mix  in
1999  -  which included the flexible plant products.   The  plant
rationalization activity undertaken in the first half of 2000 and
the  startup  of  the Golden facility, coupled  with  higher  raw
material and energy costs, have also impacted margins.

      Depreciation and goodwill amortization have nearly  doubled
in  the  first half of 2000 from amounts recognized in the  first
half of 1999.  This is the result of having doubled the Company's
asset  holdings through the purchase of the Fort James plants  in
the third quarter of 1999.

     Consolidated  operating income margin in  the  three  months
ended  June  30, 2000 was 4.7%, compared to 7.9%  in  the  second
quarter  of  1999.   Operating income margin for the  six  months
ended June 30, 2000 was 3.9%, compared to 7.7% in the first  half
of 1999.    The decreases are due to reduced productivity in 2000
because of plant rationalization activity and the startup of  the
Golden  facility, combined with an increased mix of lower  margin
business and increases in depreciation and goodwill amortization,
as discussed above.

     Net  interest expense for the second quarter of 2000 totaled
$16.4 million, a $12.6 million increase from the $3.8 million  of
net  interest  expense recorded in the second  quarter  of  1999.
Likewise,  net  interest  expense for  the  first  half  of  2000
increased $23.1 million when compared to the $8.3 million of  net
interest  expense  recorded in the comparable 1999  period.   The
increased  interest  expense is due to  the  borrowings  used  to
purchase the Fort James packaging business.

     The consolidated effective tax rate for the second quarter
and the first half of 2000 was approximately 40%.  The Company
does not expect the effective tax rate to vary significantly over
the next year.

Asset Impairment and Restructuring Charges

     On  May  12, 2000, the Company announced the planned closure
of the Perrysburg, Ohio folding carton plant.  The  shutdown  and
related restructuring plan for the Perrysburg  facility  included
asset  impairments  totaling  $6.50  million  and   restructuring
reserves of $1.35 million, which  were  recorded  in  the  second
quarter.  The asset  impairment  and restructuring  costs to shut
down the Perrysburg facility,  which was part  of the acquisition
of the Fort James packaging business,  have  been  accounted  for
as a cost of the acquisition,  with  a  resultant  adjustment  to
goodwill.  The  Company plans to  complete  the  closure  of  the
plant  and  the  transition  of  the  plant's business  to  other
Company facilities by the end  of  the  third quarter of 2000.

     The  Company recorded a restructuring charge of $3.4 million
in the first quarter of 2000 for anticipated severance costs as a
result of the announced closure of the Saratoga Springs, New York
plant.  The Saratoga Springs plant is being closed pursuant to  a
plant  rationalization plan approved by the  Company's  Board  of
Directors  in the fourth quarter of 1999.  The Company  plans  to
complete  the  closure  of the Saratoga  Springs  plant  and  the
transition of the plant's business to other Company facilities by
the end of the third quarter of 2000.

     A  restructuring charge of $1.9 million was recorded in  the
fourth  quarter of 1999 primarily related to severance  costs  at
the Lawrenceburg, Tennessee plant.  The Company initially planned
to  complete  this restructuring, including the  closure  of  the
Boulder,  Colorado  plant  and the  reduction  in  force  at  the
Lawrenceburg, Tennessee plant, by the end of the third quarter of
2000.   However, customer needs in both Boulder and Lawrenceburg,
coupled  with  the timing of the transition of  business  to  the
Company's new Golden, Colorado facility, will delay completion of
the restructuring until the end of 2000.

Gain on Sale of Assets

     The  Company sold patents and various long-lived  assets  of
its  former developmental businesses during the first quarter  of
2000  for consideration of approximately $6.2 million.  A pre-tax
gain  of  $5.4  million was recognized relating  to  these  asset
sales.

      The  Company is also actively pursuing the sale of  another
non-core  asset.   Any  proceeds  will  be  used  to  reduce  the
Company's debt.

Discontinued Operations

     Discontinued operations consist of the Kalamazoo  Mill  and,
through December 31, 1999, CoorsTek.

     The  Company purchased the Kalamazoo Mill on August 2,  1999
as  part of the acquisition of the Fort James packaging business.
The  Kalamazoo  Mill  produces coated  recycled  paperboard.   In
December  1999, the Board of Directors approved a plan  to  offer
the  Kalamazoo Mill for sale and to use the anticipated  proceeds
from  the  sale to repay a one-year term  loan originally  due on
August 1, 2000.   The  Company  has   been  unable  to  sell  the
Mill and therefore,  as discussed  below,  has  recently extended
the $169 million  one-year  term  loan  to August 15, 2000 and is
in negotiations to  further restructure  its capital structure by
that date.  An estimated fair  value of $225 million was ascribed
to the net assets of the Kalamazoo Mill,  which includes approxi-
mately  $106  million  of preliminary goodwill allocated from the
continuing  operations  of the  Fort  James  packaging   business
acquisition.  The  amount  of  preliminary  goodwill allocated to
the Kalamazoo Mill  is  subject to  change  upon  sale  or  other
disposition.  As a result, no  gain or loss will be recorded upon
any sale.  The Company  allocated  approximately  $5.2 million of
interest  expense to the  Kalamazoo Mill  for  the  three  months
ended June 30, 2000 and $9.9  million for  the  six  months ended
June  30, 2000,  based  upon the  estimated  fair  value  of $225
million.

     CoorsTek develops, manufactures and sells advanced technical
products  across a wide range of product lines for a  variety  of
applications.   It has been in business since  1911  and  is  the
largest U.S.-owned independent manufacturer of advanced technical
ceramics.

Liquidity and Capital Resources

      The Company's liquidity is generated from both internal and
external  sources and is used to fund short-term working  capital
needs, capital expenditures and acquisitions.

      On  August 2, 1999, the Company entered into a $1.3 billion
revolving  credit and term loan agreement (the Credit  Agreement)
with  a  group of lenders, with Bank of America, N.A.  as  agent.
During  the first quarter of 2000, the Company reduced the amount
available under the Credit Agreement by $50 million.  The  Credit
Agreement is comprised of four senior credit facilities including
a  $125  million  180-day term facility, a $400 million  one-year
facility, a $325 million five-year term loan facility and a  $400
million  five-year  revolving credit facility (collectively,  the
Senior  Credit  Facilities).  Proceeds  from  the  Senior  Credit
Facilities  were used to finance the August 2, 1999 $849  million
acquisition  of the Fort James packaging business and  to  prepay
the Company's other outstanding borrowings.

      During  the  first half of 2000, the Company utilized  $200
million  of  proceeds  from  the  CoorsTek  spin-off  to   reduce
outstanding debt.  As of June 30, 2000, the Company's  borrowings
under  the  Senior  Credit Facilities totaled approximately  $828
million  and  bore  interest at a blended rate  of  approximately
11.2%, including amortization of debt issuance costs.

     Amounts  outstanding under the Senior Credit  Facilities  at
June 30, 2000 were as follows (in thousands):


     One-year term loan; originally due
     August 1, 2000, subsequently
     extended to August 15, 2000                $168,500

     Five-year term loan; including
     current maturities of $6.25 million
     due September 30, 2000 and December 31,
     2000 and $12.5 million due March 31,
     2001 and June 30, 2001                      312,500

     Five-year revolving credit facility         347,000
                                                --------
     Total                                       828,000

     Less: current maturities                   (206,000)
                                                --------

     Long-term maturities                       $622,000
                                                ========

      Amounts  borrowed under the Senior Credit  Facilities  bear
interest  under  various  pricing  alternatives  plus  a   spread
depending  on the Company's leverage ratio.  The various  pricing
alternatives include (i) LIBOR, or (ii) the higher of the Federal
Funds Rate plus 0.5% or the prime rate.  In addition, the Company
pays  a  commitment  fee  that varies based  upon  the  Company's
leverage  ratio  and the unused portion of the  revolving  credit
facility.    Mandatory  prepayments  under  the   Senior   Credit
Facilities  are  required from the proceeds  of  any  significant
asset sale or from the issuance of any debt or equity securities.
In  addition,  the  five-year  term  loan  is  due  in  quarterly
installments  beginning with the first quarter  of  2000.   Total
installments  for  2000  through  2004,  respectively,  are   $25
million, $50 million, $70 million, $80 million and $100 million.

     The Senior Credit Facilities are secured with first priority
liens  on  all  material assets of the Company  and  all  of  its
domestic subsidiaries.  The Credit Agreement currently limits the
Company's ability to pay dividends and imposes limitations on the
incurrence of additional debt, acquisitions, capital expenditures
and  the sale of assets.   At June 30, 2000, the Company  was  in
compliance with all of the financial covenants.

     As noted above, $169 million of borrowings are currently due
on  August 15, 2000.  The Company expects to sell $100 million of
convertible preferred stock on August 15, 2000, thereby  reducing
the  outstanding  balance  to  $69  million.   The  issuance   of
preferred stock is contingent upon obtaining a 12 month extension
of  the  $69  million  remaining balance  as  well  as  obtaining
revisions  to  covenant, debt amortization and  dividend  payment
restrictions.   In addition, fairness opinions to the  buyer  and
the  Company  are  a prerequisite to closing the preferred  stock
issuance.   Although there can be no assurance that these  events
will occur, the Company currently believes that it is likely that
the  preferred  stock will be issued and that the  Senior  Credit
Facilities  will be restructured.  If the Company  is  unable  to
accomplish  this  restructuring on August 15, 2000,  the  Company
would  seek a further extension of the one-year term facility  to
complete  the  restructuring.  If that further extension  is  not
granted,  the  Company would be in default of its  Senior  Credit
Facilities.  In this event, the lenders would have the  right  to
call  the  Senior Credit Facilities immediately due  and  refrain
from  making further advances to the Company.  If the Company  is
unable  to pay the accelerated payments, the lenders could  elect
to  proceed  against  the  collateral in  order  to  satisfy  the
Company's obligations.

     The Company has entered into interest rate swap arrangements
to  hedge  a  portion of its borrowings under the  Senior  Credit
Facilities.   Under  these  interest rate  swap  agreements,  the
Company pays interest at an average risk-free fixed rate of 5.94%
on  $100 million of its borrowings and an average risk-free fixed
rate  of  6.98% on $125 million of its borrowings.  In  addition,
the  Company  has  interest rate contracts that provide  interest
rate cap protection on $350 million of its floating rate debt.

      The  Consolidated  Statement of Cash  Flows  includes  cash
generated or used by the operations shown in the income statement
as  discontinued  operations, namely CoorsTek and  the  Kalamazoo
Mill.   On  this basis, net cash provided by (used in) operations
was  ($11.4) million, and $55.3 million for the six months  ended
June 30, 2000 and 1999, respectively.

       The   Company  currently  expects  that  cash  flows  from
operations, the sale of certain non-core assets, and the proposed
changes  to  the Company's capital structure will be adequate  to
meet the Company's needs for working capital, temporary financing
for  capital  expenditures  and debt repayments.   The  Company's
working capital position as of June 30, 2000 was a negative $67.0
million,  which includes the one-year term note of  $169  million
currently due August 15, 2000.  The Company plans to use proceeds
from the issuance of the series B preferred stock and the sale of
a non-core asset to repay debt.

      The impact of inflation on the Company's financial position
and results of operations has been minimal and is not expected to
adversely affect future results.


Item 3.  Quantitative and Qualitative Disclosures about  Market
         Risk

Interest Rate Risk

      As  of  August  1,  2000, the Company's  capital  structure
includes  approximately $828 million of debt that bears  interest
with  an  underlying rate based upon short-term  interest  rates.
The  Company has entered into interest rate swap agreements  that
lock in a risk-free interest rate of 5.94% on $100 million of the
borrowings,  and  a  risk-free interest rate  of  6.98%  on  $125
million of the borrowings.   In addition, the Company has  capped
its  LIBOR  base rate to 8.13% on $200 million of borrowings  and
6.75%  on $150 million of borrowings.  With these swaps and  caps
in  place  and based upon current debt outstanding, a 1% increase
in   interest  rates  could  impact  annual  pre-tax  results  by
approximately $4.8 million.


Factors That May Affect Future Results

     Certain statements in this document are forward looking  and
so  involve  uncertainties that may cause actual  results  to  be
materially different from those stated or implied.  Specifically,
a)  revenue projections for the third and fourth quarters of 2000
might be reduced because customers find alternative suppliers, or
because the Company, as a result of plant closures, is unable  to
efficiently  move business or to qualify that business  at  other
plants;  b)  operating margins might not increase in  the  second
half of 2000 due to competitive pricing of products sold and  due
to increases in operating and materials costs; c) the benefits of
reorganization  and  optimization to be realized,  including  the
startup  of  the  Golden plant and the closure  and  transfer  of
production  from  the  Boulder plant, are  uncertain  because  of
possible delays and increases in costs; d) the Company is exposed
to  higher than predicted interest rates on the unhedged  portion
of  its  debt and on any new debt it might incur; e) the sale  or
other disposition of the Kalamazoo mill and other non-core assets
is  dependent  on  finding  a  buyer or  making  other  financial
arrangements on satisfactory terms;  f) the Company might not  be
able  to  raise  subordinated debt on reasonable  terms;  g)  the
Company  might  not meet its estimates for 2000 as  a  result  of
higher  integration  costs, competition on pricing,  higher  than
predicted interest rates, and other business factors; and  h)  if
the  Company  is  unable to restructure the  terms  of  its  debt
facilities,  to  obtain fairness opinions and  to  close  on  the
convertible  preferred  offering,  the  lenders  could  elect  to
proceed  against  their  collateral  in  order  to  satisfy   the
Company's obligations.

     These  statements  should be read in  conjunction  with  the
financial  statements and notes thereto included in the Company's
Form 10-K for the year ended December 31, 1999.  The accompanying
financial  statements  have  not  been  examined  by  independent
accountants  in  accordance  with  generally  accepted   auditing
standards,  but  in  the  opinion of management,  such  financial
statements include all adjustments necessary to summarize  fairly
the  Company's  financial  position and  results  of  operations.
Except  for certain reclassifications made to consistently report
the  information  contained  in  the  financial  statements,  all
adjustments  made  to the interim financial statements  presented
are  of a normal recurring nature.  The results of operations for
the  six  months  ended June 30, 2000, may not be  indicative  of
results  that  may be expected for the year ending  December  31,
2000.


                  PART II.   OTHER INFORMATION


Item 1. Legal Proceedings

	On April 14, 2000, Lemelson Medical, Education & Research
Foundation, a Limited Partnership (the "Foundation"), filed  suit
against the  Company and 75 other defendants in the United States
District  Court  for the District  of Arizona.  The Foundation is
claiming patent infringement and is seeking injunctive relief and
an unspecified  amount  in monetary  damages.  The Foundation has
filed suit against  hundreds of other manufacturers over the past
several years and  the Company is in the process of investigating
the Foundation's claims.  The  Company  does not believe that the
lawsuit will  have  a  material  adverse effect  on the Company's
financial position or results of operations.

Item 2.  Changes in Securities and Use of Proceeds

      On August 2, 2000 the Company announced its intent to issue
a new class of convertible preferred stock to the Grover C. Coors
Trust  (the Trust), an existing shareholder, on August 15,  2000.
The  Company  will  issue  1  million  shares  of  10%  Series  B
Convertible Preferred Stock to the Trust at $100 per share.   Net
proceeds from the issuance will be used to partially repay a term
loan  currently  due  on August 15, 2000.   The  closing  of  the
transaction  is  contingent upon receipt  of  fairness  opinions,
agreements  with  the  lenders  of  the  Company's  senior   debt
facilities, necessary approvals, and other matters.  Key features
of the preferred stock include:

     >    10% per annum, cumulative dividends, payable quarterly
            commencing on October 1, 2000
     >    Liquidation preference
     >    Registration rights
     >    Conversion option at 125% of the market price of the
            Company's common stock at closing
     >    Voting rights
     >    Redemption features
     >    Control of the Board of Directors in the event of
            extended dividend payment default

     The  conversion  options  have  a  dilutive  effect  on  the
outstanding   shares  of  the  Company's   common   stock.     On
conversion,  the  Trust  would  own  approximately  65%  of   the
outstanding  common shares, and all the Coors family  trusts  and
family  members  together would own a total of about  80%  (based
upon the common stock closing price of $1.69 on August 11, 2000).

     Due  to  the  time  constraints in putting this  refinancing
package  together, the Company, with the approval  of  its  Audit
Committee, asked the New York Stock Exchange for an exception  to
its  rule  requiring  shareholder approval  for  the  convertible
preferred  issue.   The Exchange has allowed the  transaction  to
proceed  without shareholder approval pursuant to Section  312.05
of  the  Listed  Companies  Manual of  the  NYSE.   This  section
provides  for  an exception from the shareholder approval  policy
when   the  delay  in  securing  such  approval  would  seriously
jeopardize the financial viability of the Company.

Item 4.  Submission of Matters to a Vote of the Shareholders

      At  the  May  9,  2000  annual  meeting  of  the  Company's
shareholders, the following matters were submitted for a vote  of
the  shareholders.  The report of the Inspectors of  Election  is
below.

      There  were  28,777,284 shares of Common Stock entitled  to
vote  at  the  meeting and a total of 25,099,462 shares  (87.22%)
were represented at the meeting.

     (1)  Election of two directors for a three-year term.

                             FOR               WITHHOLD
     John D. Beckett      24,982,331           117,131
     William K. Coors     24,966,674           132,788

     (2)  Approval of the amendment to the Company's Articles  of
Incorporation to change the Company's name to "Graphic  Packaging
International Corporation."

        FOR        AGAINST         ABSTAIN     BROKER NON-VOTE
     24,641,544    132,434         325,484            0

     (3)   Approval  of  amendments to  the  Company's  Executive
Incentive  Plan  to  include return on invested  capital  in  the
financial  measurements and to update the  eligible  participants
and maximum awards.

        FOR        AGAINST         ABSTAIN     BROKER NON-VOTE
     24,501,036    299,301         299,125            0

     (4)   Approval  of  the  amendment to the  Company's  Equity
Compensation  Plan  for Non-Employee Directors  to  increase  the
number  of  shares  of Common Stock authorized  for  issuance  to
150,000 shares.

        FOR        AGAINST         ABSTAIN     BROKER NON-VOTE
     24,104,051    408,878         586,533            0



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:

Exhibit
Number      Document Description

 27         Financial Data Schedule

 99         Certificate of Stock, Graphic Packaging International
            Corporation


(b)  Reports on Form 8-K

     On  May 31, 2000, the Company filed a Current Report on Form
8-K  disclosing a shareholder rights plan which was  declared  by
the Company's Board of Directors on May 9, 2000.



                           SIGNATURES


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.


Date:  August 14, 2000        By /s/ Gail A. Constancio
                              ----------------------------------
                                     Gail A. Constancio
                                     (Chief Financial Officer)

Date:  August 14, 2000        By /s/ John S. Norman
                              ----------------------------------
                                     John S. Norman
                                     (Corporate Controller)