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 March 31, 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)

                     ACX TECHNOLOGIES, INC.
 (Former name, former address and former fiscal year, if changed
                       since last report)

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 28,885,864 shares of common stock outstanding  as  of
May 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 March 31,
                                        2000        1999
                                      --------    --------
Net sales                             $263,449    $165,976

  Cost of goods sold                   232,065     135,741
                                      --------    --------
Gross profit                            31,384      30,235

  Selling, general and
    administrative expense              15,677      16,066
  Goodwill amortization                  4,298       2,001
  Restructuring charge                   3,420         ---
                                      --------    --------
Operating income                         7,989      12,168

Gain on sale of assets                   5,407         ---
Interest expense - net                 (14,950)     (4,508)
Other income - net                         ---          93
                                      --------    --------
Income (loss) from continuing
  operations before income taxes        (1,554)      7,753

Income tax (expense) benefit               621      (3,245)
                                      --------    --------
Income (loss) from continuing
  operations                              (933)      4,508

Discontinued operations, net of tax
  Income from discontinued operations
    of CoorsTek                            ---       5,210
  Loss from discontinued operations
    of Kalamazoo Board Mill             (2,523)        ---
                                      --------    --------
Net income (loss)                      ($3,456)     $9,718
                                      ========    ========
Income (loss) per basic share:
    Continuing operations               ($0.03)      $0.16
    Discontinued operations              (0.09)       0.18
                                      --------    --------
    Net income (loss)                   ($0.12)      $0.34
                                      ========    ========
Income (loss) per diluted share:
    Continuing operations               ($0.03)      $0.16
    Discontinued operations              (0.09)       0.18
                                      --------    --------
    Net income (loss)                   ($0.12)      $0.34
                                      ========    ========
Weighted average shares
  outstanding - basic                   28,664      28,427
                                      ========    ========
Weighted average shares
  outstanding - diluted                 29,022      28,721
                                      ========    ========

See Notes to Consolidated Financial Statements.



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

                                        March 31,    December 31,
                                          2000           1999
                                       ----------    ------------
ASSETS
Current assets:
Cash and cash equivalents                 $4,089        $15,869
Accounts receivable, net                  81,519         68,762
Note receivable                              ---        200,000
Inventories:
   Finished                               64,536         55,451
   In process                             17,793         20,466
   Raw materials                          35,559         43,472
                                       ---------      ---------
Total inventories                        117,888        119,389
Other assets                              27,406         25,444
Net current assets of
  discontinued operations                  5,186          4,501
                                       ---------      ---------
    Total current assets                 236,088        433,965

Properties at cost, less
  accumulated depreciation
  of $155,702 in 2000 and
  $144,656 in 1999                       422,886        427,489
Goodwill, net                            484,218        490,558
Other assets                              45,837         54,527
Net noncurrent assets of
  discontinued operations                219,423        220,499
                                      ----------     ----------
Total assets                          $1,408,452     $1,627,038
                                      ==========     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt    $199,250       $400,000
Other current liabilities                103,706        141,191
                                      ----------     ----------
   Total current liabilities             302,956        541,191

Long-term debt                           628,800        615,500
Other long-term liabilities               55,797         47,037
                                      ----------     ----------
   Total liabilities                     987,553      1,203,728

Shareholders' equity
Preferred stock, nonvoting, $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 28,808,399 and 28,576,771
  issued and outstanding at
  March 31, 2000, and December 31,
  1999, respectively                         288           286
Paid-in capital                          423,930       422,885
Retained earnings                         (3,456)          ---
Accumulated other comprehensive
  income                                     137           139
                                      ----------    ----------
  Total shareholders' equity             420,899       423,310
                                      ----------    ----------
Total liabilities and shareholders'
  equity                              $1,408,452    $1,627,038
                                      ==========    ==========

See Notes to Consolidated Financial Statements.



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

                                       Three Months Ended
                                             March 31,
                                         2000        1999
                                       --------   --------
Cash flows from operating
  activities:
  Net income (loss)                     ($3,456)    $9,718
  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        21,437     14,452
    Change in current assets and
      current liabilities and other     (34,365)    (9,643)
                                       --------   --------
Net cash provided by (used in)
  operating activities                  (18,371)    14,527
                                       --------   --------
Cash flows from investing
  activities:
    Collection of note receivable       200,000        ---
    Capital expenditures                 (8,968)   (19,285)
    Acquisitions, net of cash
      acquired                              ---    (48,854)
    Sale of assets                        5,596        ---
                                       --------   --------
Net cash provided by (used in)
  investing activities                  196,628    (68,139)
                                       --------   --------
Cash flows provided by (used in)
  financing activities                 (190,037)    60,163
                                       --------   --------
Cash and cash equivalents:
  Net increase (decrease) in cash
    and cash equivalents                (11,780)     6,551
  Balance at beginning of period         15,869     26,196
                                       --------   --------
  Balance at end of period               $4,089    $32,747
                                       ========   ========

Cash flows from discontinued operations have not been excluded
from 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  (formerly ACX Technologies, Inc.) 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
noncore 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  quarterly
periods  ended March 31, 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  ACX  Technologies'
shareholders  in  a tax-free transaction.  Shareholders  received
one  share  of  CoorsTek  stock for  every  four  shares  of  ACX
Technologies  stock held.  CoorsTek issued a promissory  note  to
ACX  Technologies 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  ACX  Technologies 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.  The Company is pursuing the sale of
the  Kalamazoo  Mill,  as  well  as  evaluating  other  strategic
alternatives.  An estimated fair value of $225 million  has  been
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
the  sale.   The  Company allocated approximately $5  million  of
interest  expense to the Kalamazoo Mill for the quarterly  period
ended March 31, 2000, based upon the estimated fair value of $225
million.   The  Company plans  to  finalize  the  sale  or  other
disposition of the Kalamazoo Mill in the second or third  quarter
of 2000.

     Financial data for the Kalamazoo Mill and CoorsTek  for  the
quarterly  periods ended March 31, in thousands, except  for  per
share information, are summarized as follows:

                             March 31, 2000    March 31, 1999
                             Kalamazoo Mill       CoorsTek
                             --------------    --------------

Net sales                           $12,871           $76,579
                             ==============    ==============
Income (loss) from
  operations before
  income taxes                      ($4,205)           $8,565
Income tax (expense) benefit          1,682            (3,355)
                             --------------    --------------
Net income (loss)                   ($2,523)           $5,210
                             ==============    ==============
Per basic share of common
  stock                              ($0.09)            $0.18
                             ==============    ==============
Per diluted share of common
  stock                              ($0.09)            $0.18
                             ==============    ==============

Current assets                      $19,286          $127,945
Current liabilities                 (14,100)          (39,840)
                             --------------    --------------
Net current assets                   $5,186           $88,105
                             ==============    ==============

Noncurrent assets                  $220,784          $193,841
Noncurrent liabilities               (1,361)          (79,770)
                             --------------    --------------
Net noncurrent assets              $219,423          $114,071
                             ==============    ==============

     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.  Restructuring Charges

     The  Company recorded an additional restructuring charge  of
$3.4  million  in the first quarter of 2000 as a  result  of  the
communication of severance packages to employees at 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  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  at  the
Lawrenceburg, Tennessee plant.  The Company plans to complete its
1999  restructuring plan, 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.

     The  following  summarizes  the activity  related  to  these
restructuring charges for the three months ended March  31,  2000
(in thousands):

Restructuring Reserve Balance
   at December 31, 1999                      $1,900

First quarter restructuring charge            3,420

Cash paid                                      (500)
                                             ------
Restructuring Reserve Balance
   at March 31, 2000                         $4,820
                                             ======

     In  connection  with  the  acquisition  of  the  Fort  James
packaging  business,  the  Company   is  continuing  to  evaluate
rationalization opportunities  within the folding carton convert-
ing operations to reduce overall operating costs while  maintain-
ing capacity.  This includes  evaluation of the  capacity of  the
Company's  web press facilities and  evaluation  of  the opportu-
nity to transfer business among the various web press facilities.
In connection with this evaluation, on May 12, 2000, the  Company
announced  the  closure  of  the  Perrysburg,  Ohio  plant.   The
Company  expects  additional  cash  costs   of  approximately  $2
million  may  be  incurred  in  connection  with  the  Perrysburg
plant rationalization, related primarily to  severance  and other
plant  shutdown  costs.   The  Company  plans  to   finalize  its
rationalization plan by June 30, 2000.  Costs related to shutting
down the Perrysburg facility, which was  part of  the acquisition
of the Fort James packaging  business, will be accounted for as a
cost of the acquisition, with a resultant adjustment to goodwill.


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 related to these asset sales.


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  table below summarizes information, in thousands, about
reportable  segments  as of and for the quarterly  periods  ended
March 31.  Discontinued operations include the Kalamazoo Mill  in
2000 and CoorsTek in 1999.

                                  Depreciation
                    Net Operating     and                      Capital
                  Sales    Income Amortization     Assets Expenditures
               -------- --------- ------------ ---------- ------------
2000
Packaging      $263,449    $7,989      $17,014 $1,183,843       $8,614
Discontinued
 operations,
 net assets         ---       ---        4,423    224,609          354
               -------- --------- ------------ ---------- ------------
Consolidated
 total         $263,449    $7,989      $21,437 $1,408,452       $8,968
               ======== ========= ============ ========== ============

1999
Packaging      $150,725   $14,090       $8,566   $564,350      $17,271
Other            15,251       425          430     54,148          466
               -------- --------- ------------ ---------- ------------
 Segment total  165,976    14,515        8,996    618,498       17,737
Corporate           ---    (2,347)          68    102,970          ---
Discontinued
  operations,
  net assets        ---       ---        5,388    202,176        1,548
               -------- --------- ------------ ---------- ------------
Consolidated
  total        $165,976   $12,168      $14,452   $923,644      $19,285
               ======== ========= ============ ========== ============


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

General Business Overview

      Graphic  Packaging International Corporation (formerly  ACX
Technologies, Inc.) 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
noncore 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 intercom-
pany 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 March  31,
2000  were $263.4 million, an increase of $97.5 million, or  59%,
compared   to  the  same  period  in  1999.   This  increase   is
attributable to  the  acquisition of  the  Fort  James  packaging
business on August 2, 1999, partially offset by the sale  of  the
Company's flexible packaging plants in the third quarter of 1999,
and the sale of the Company's Other segment businesses throughout
1999.   The flexible plants and Other segment businesses had  net
sales  of  $30.2 million and $15.3 million, respectively,  during
the  three  months  ended  March 31, 1999.  Industrywide  pricing
pressures also have affected and continue to affect the Company's
sales and operating results.

     Consolidated gross profit, as a percentage of net sales, was
12%  for the three months ended March 31, 2000, compared  to  18%
for  the  same  period  in 1999.  The decrease  in  gross  profit
percentage  was  due  primarily to a  change  in  the  sales  mix
resulting  from  the  August 1999 acquisition  of  the Fort James
packaging  business.  The first  quarter of  2000  included  more
high volume/lower margin business than the first quarter of 1999.
The Company is also maintaining additional capacity and incurring
additional costs in 2000 related to the new  converting  facility
in  Golden,  Colorado.   The  process of transitioning converting
lines from the Saratoga Springs plant to other plants - which has
resulted in some necessary  inefficiencies to meet customer needs
during the first quarter of 2000 - has  also  impacted  the gross
profit  percentage.  As  discussed  below, the  Saratoga  Springs
plant is slated to close by the end of the third quarter.

     Selling,  general and administrative expenses have  declined
as  a percentage of net sales in the quarter ended March 31, 2000
to  6%,  as  compared to 10% of net sales in the same  period  in
1999.   The  Company attributes this decline to the consolidation
of   holding  company  and  other  administrative  functions  and
synergies achieved in connection with the Fort James acquisition.

     Consolidated operating income declined $4.2 million  or  34%
in the three months ended March 31, 2000, as compared to the same
period in 1999.  The decline is due to increased amortization  of
goodwill  from  the  Fort James purchase  and  the  $3.4  million
restructuring  charge recorded in 2000, partially offset  by  the
decline in selling, general and administrative expenses.

     Net interest expense increased by $10.4 million in the first
quarter of 2000, as compared to the first quarter of 1999.    The
increased  interest  expense is due to  the  borrowings  used  to
purchase the Fort James packaging business.  As discussed  below,
the  Company  continues to reduce debt through  asset  sales  and
operations and plans to significantly reduce the balance in the
second or third quarter upon disposition of the Kalamazoo Mill.

     The consolidated effective tax rate for the first quarter of
2000 was approximately 40%.  The Company expects to maintain  its
effective   tax  rate  for  future  years  to  approximate   this
percentage.

Restructuring Charges

     During January 2000 the Company announced the closure of its
Saratoga  Springs,  New  York plant.   In  connection  with  this
announcement,  the  Company  recorded  a  restructuring   charge,
principally related to severance packages for plant employees, of
$3.4 million in the first quarter of 2000.  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.

     During  the  first  quarter of 2000, the December  31,  1999
restructuring reserve was reduced by approximately  $0.5  million
through the payment of severance to employees.  The Company plans
to complete its 1999 restructuring plan, 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.

     In  connection  with  the  acquisition  of  the  Fort  James
packaging  business,  the  Company   is  continuing  to  evaluate
rationalization opportunities  within the folding carton convert-
ing operations to reduce overall operating costs while  maintain-
ing capacity.  This includes  evaluation of the  capacity of  the
Company's  web press facilities and  evaluation  of  the opportu-
nity to transfer business among the various web press facilities.
In connection with this evaluation, on May 12, 2000, the  Company
announced  the  closure  of  the  Perrysburg,  Ohio  plant.   The
Company  expects  additional  cash  costs   of  approximately  $2
million  may  be  incurred  in  connection  with  the  Perrysburg
plant rationalization, related primarily to  severance  and other
plant  shutdown  costs.   The  Company  plans  to   finalize  its
rationalization plan by June 30, 2000.  Costs related to shutting
down the Perrysburg facility, which was  part of  the acquisition
of the Fort James packaging  business, will be accounted for as a
cost of the acquisition, with a resultant adjustment to goodwill.

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 related to these asset sales.

Discontinued Operations

     Discontinued  operations  consists  of  two businesses:  the
Kalamazoo Mill in 2000 and CoorsTek in 1999.

     The  Kalamazoo Mill was acquired on August 2, 1999 as a part
of the Fort James packaging acquisition.  The Kalamazoo Mill is a
producer  of  high  quality  coated recycled  paperboard  and  is
believed  to be the largest scale, lowest cost and most efficient
recycled paperboard facility in North America.  In December 1999,
the Board of Directors adopted a plan to offer the Kalamazoo Mill
for  sale.   The  Company is  pursuing  the  disposition  of  the
Kalamazoo  Mill, as  well  as evaluating other strategic alterna-
tives.  The Mill's  operating results  for  the first  quarter of
2000  include  the  allocation  of  approximately  $5 million  of
interest  expense.  The  Mill's  operating  results for the first
quarter of 2000  have been negatively impacted due to an increase
in   waste  paper  costs  without  corresponding   selling  price
increases.  Effective  April 1, 2000, the  Mill announced a sales
price increase of $50 per ton for recycled paperboard.

     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 quarter of 2000, the Company utilized $200
million  of  proceeds  from  the  CoorsTek  spin-off  to   reduce
outstanding debt.  As of March 31, 2000, the Company's borrowings
under  the  Senior  Credit Facilities totaled approximately  $828
million  and  bore  interest at a blended rate  of  approximately
9.5%, including amortization of debt issuance costs.

      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.

      In  February  2000,  the  Company determined  that  certain
covenants  in its Senior Credit Facilities relating  to  leverage
and  interest  coverage should be changed to reflect  anticipated
operating  results for the Company in 2000.  In March  2000,  the
Company  and its lenders amended the Senior Credit Facilities  to
reset  certain  financial  covenants including  maximum  debt  to
EBITDA,  the  ratio  between EBITDA and  interest,  and  debt  to
capitalization and to impose additional restrictions  on  capital
expenditures  and  acquisitions.  The interest rate  spread  from
certain  base  indices was increased by 0.25% to 0.50%  depending
upon  the Company's leverage.  The Company paid approximately  $3
million in fees in connection with the amendment.

      At  March 31, 2000, the Company was in compliance with  the
financial   covenants.   As  revised  in  March  2000,  quarterly
financial  covenant  levels  in 2000 and  beyond  are  stringent.
Although  there  can be no assurance that all of these  covenants
will be met, management believes that the Company will remain  in
compliance  with the revised covenants based upon  the  Company's
expected performance and debt repayment forecasts.  In the  event
of  a  default under the Credit Agreement, 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.

     As of March 31, 2000, the Company had contracts which hedged
the  underlying  interest  rate on $175  million  of  anticipated
borrowings.  These contracts locked an average risk-free rate  of
approximately  6%  and  were  due  to  expire  on  May  1,  2000.
Subsequent  to  March  31,  2000,  the  Company  exchanged  these
contracts for interest rate cap protection on $350 million of its
floating  rate debt.  In addition, the Company has  entered  into
interest  rate  swap arrangements to hedge $100  million  of  its
borrowings  under  the  Senior Credit  Facilities.   Under  these
interest  rate swap agreements, the Company pays interest  at  an
average fixed rate of 5.94% on $100 million of its borrowing.

      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  ($18.4) million, and $14.5 million for the quarterly periods
ended March 31, 2000 and 1999, respectively.

       The   Company  currently  expects  that  cash  flows  from
operations, the sale of certain assets, and borrowings under  its
current  credit facilities 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  March  31, 2000 was a negative  $66.9  million.
Proceeds from the sale or other disposition of the Kalamazoo Mill
will be applied to current maturities of 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 May 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.   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  $6.4
million.


Factors That May Affect Future Results

     Certain statements in this document and other disclosures by
the  Company constitute "forward-looking statements"  within  the
meaning of the Private Securities Litigation Reform Act of  1995.
Such  forward-looking statements involve known and unknown risks,
uncertainties  and  other  factors  that  may  cause  the  actual
results,  performance  or  achievements  of  the  Company  to  be
materially  different  from any future  results,  performance  or
achievements   expressed  or  implied  by   the   forward-looking
statements.   Specifically, 1)  the ability  of  the  Company  to
remain in compliance with its debt convenants is dependent  upon,
among  other  things,  the  sale  or  other  disposition  of  the
Kalamazoo  Mill at a satisfactory price, and the Company  meeting
its financial plan; 2)  future years' revenue growth is dependent
on numerous factors, including the continued strength of the U.S.
economy,  the  actions  of  competitors and  customers,  possible
future governmental regulations, the Company's ability to execute
its marketing plans and the ability of the Company to maintain or
increase sales to existing customers and capture new business; 3)
future  improvements  in  margins will depend  upon  management's
ability to improve cost efficiencies and maintain profitable long-
term  customer relationships; 4)  the benefits of the integration
of  acquisitions  to be realized in 2000 and 2001  are  uncertain
because  of possible increases in costs and delays; 5)   expected
savings in selling, general and administrative expenses might not
be  realized  due  to  the  need for additional  people,  further
support services or increased labor costs; 6)  the sale or  other
disposition of the Kalamazoo Mill and related timing  and  amount
of  proceeds is dependent on finding a buyer or other arrangement
on  satisfactory  terms; 7)  revenues may be  affected  by  plant
closures  if  customers  find alternative  suppliers  or  if  the
Company is not able to efficiently move business or to qualify at
other  facilities; 8)  operating margins might decrease  in  2000
and  2001  due  to  competitive  pricing  of  products  sold  and
increases  in  costs, including costs for raw materials  such  as
paperboard  and variances and timing of cost increases,  and  the
ability of the Company to pass through such increases; and 9) the
Company's  ability  to maintain its effective  tax  rate  at  40%
depends on the current and future tax laws, the Company's ability
to identify and use its tax credits and other factors.

     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 first quarter ended March 31, 2000, may not be indicative  of
results  that  may be expected for the year ending  December  31,
2000.


                  PART II.   OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

     In  May  2000, the Board of Directors approved a shareholder
rights plan and declared a dividend distribution of one right  to
purchase one one-thousandth of a share of a new series of  junior
participating  preferred stock for each  share  of  common  stock
held.   The  objective  of  the rights  plan  is  to  secure  for
shareholders  the  long  term value of their  investment  and  to
protect  shareholders from coercive takeover attempts by strongly
encouraging  anyone seeking to acquire the Company  to  negotiate
with its Board of Directors.  The adoption of the rights plan  is
not  in  response to any hostile takeover proposal or  any  other
recent events.

     The  non-taxable distribution will be made on June 1,  2000,
to  shareholders of record on that date.  The rights  will  trade
with  the  Company's  common stock as a unit  unless  the  rights
become  exercisable  upon the occurrence  of  certain  triggering
events  relating  to  the acquisition  of  15%  or  more  of  the
Company's  common  stock.   In certain events  after  the  rights
become exercisable they will entitle each holder, other than  the
acquiror, to purchase, at the right's then current exercise price
(currently set at $42), a number of shares of common stock having
a market value of twice the right's exercise price or a number of
the  acquiring company's common shares having a market  value  at
the  time  of twice the right's exercise price.  For example,  in
the  event of an acquisition of greater than 15% of the Company's
stock  without approval of the Company's Board of Directors,  the
Company's  shareholders (other than the 15% acquiror) would  have
the  right to purchase $84 worth of stock for $42.  A shareholder
would  have  one such right for each share of stock held  at  the
time the rights become exercisable.

     Graphic  Packaging  may amend the rights except  in  certain
limited  respects or redeem the rights at $0.001  per  right,  in
each  case  at any time prior to the rights becoming exercisable.
The rights will expire on June 1, 2010.  A summary of the  rights
plan  will be mailed after June 1, 2000 to shareholders of record
on that date.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit
Number         Document Description

 3.1B          Articles of Amendment to Articles of Incorporation
               of Registrant
 3.2           Bylaws of Registrant, as amended and restated
               May 9, 2000
 10            First Amendment to Revolving Credit and Term Loan
               Agreement
 27            Financial Data Schedule


(b)  Reports on Form 8-K

     No  reports were filed on Form 8-K during the first quarter
     of 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:    May 15, 2000            By /s/Gail A. Constancio
                                 -------------------------------
                                 Gail A. Constancio
                                 (Chief Financial Officer)

Date:    May 15, 2000            By /s/John  Norman
                                 -------------------------------
                                 John S. Norman
                                 (Corporate Controller)